89 1 2 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 3 4 UNITED STATES OF AMERICA, et al., 5 Plaintiffs, 6 v. 7 8 9 CVS HEALTH CORPORATION, et al., Defendants. ___________________________ ) ) ) ) ) ) ) ) ) ) ) Civil No. 18-2340 Washington, D.C. June 4, 2019 Day 1 Afternoon Session 10 11 12 TRANSCRIPT OF MOTIONS HEARING BEFORE THE HONORABLE RICHARD J. LEON UNITED STATES DISTRICT JUDGE 13 APPEARANCES: 14 For the United States: Jay David Owen Peter Joseph Mucchetti Scott Ivan Fitzgerald Jesus Manuel Alvarado-Rivera U.S. DEPARTMENT OF JUSTICE Antitrust Division 450 Fifth Street, NW Washington, DC 20530 For State of California: Malinda Lee OFFICE OF THE ATTORNEY GENERAL/CA 300 South Spring Street Suite 1720 Los Angeles, CA 90013 For State of Florida: Lizabeth A. Brady OFFICE OF ATTORNEY GENERAL/FL PL-01, The Capitol Tallahassee, FL 32399-1050 15 16 17 18 19 20 21 22 23 24 25 (Appearances continued on next page) PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 90 1 2 APPEARANCES (CONTINUED) 3 For CVS: Rani A. Habash Michael G. Cowie Michael H. McGinley DECHERT LLP 1900 K Street NW Washington, DC 20006 -andJonathan Bradley Pitt WILLIAMS & CONNOLLY LLP 725 12th St. NW Washington, DC 20005 For American Medical Association: Henry C. Quillen WHATLEY KALLAS LLP 159 Middle Street Suite 2C Portsmouth, NH 03801 -andHenry S. Allen, Jr. AMERICAN MEDICAL ASSOCIATION 330 N. Wabash Chicago, IL 60611 For AIDS Healthcare Foundation: Sean P. McConnell Christopher H. Casey DUANE MORRIS LLP 30 South 17th St. Philadelphia, PA 19103-4196 -andJoseph J. Aronica DUANE MORRIS LLP 505 Ninth Street, NW Suite 1000 Washington, DC 20004 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 For Consumer Action: 22 23 24 25 Andre P. Barlow DOYLE, BARLOW & MAZARD PLLC 1110 Vermont Avenue, NW Suite 715 Washington, DC 20005 -andDavid Alan Balto LAW OFFICE OF DAVID A. BALTO 8030 Ellingson Drive Chevy Chase, MD 20815 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 91 1 2 3 4 5 Court Reporter PATRICIA A. KANESHIRO-MILLER, RMR, CRR U.S. Courthouse, Room 4700A 333 Constitution Avenue, NW Washington, DC 20001 (202) 354-3243 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 92 1 E X A M I N A T I O N S 2 3 WITNESS DIRECT CROSS 4 5 NEERAJ SOOD 6 MICHAEL WOHLFEILER 93 101 133 7 DIANA L. MOSS 8 E X H I B I T S 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 REDIRECT RECROSS 93 1 AFTERNOON SESSION 2 (2:10 P.M.) 3 THE COURT: The witness can resume the stand. 4 NEERAJ SOOD, 5 having been previously duly sworn, was examined and 6 testified further as follows: 7 THE COURT: You remain under oath, Doctor. 8 You may proceed when you're ready. 9 MR. QUILLEN: 10 Thank you, Your Honor. DIRECT EXAMINATION 11 BY MR. QUILLEN: 12 Q. 13 potential efficiencies associated with this merger. 14 believe you had started with the idea that the merger would 15 promote innovation. 16 Before the lunch break, we had started to talk about And I Do you want to pick up there. 17 A. 18 with a quick summary of the arguments before the efficiency 19 claims. 20 Sure. Let me just -- if you will allow me to start So with the merger and without the divestiture, what 21 happens is, in every PDP market, we have loss of Aetna as a 22 competitor, and in every PDP market, there is an increase in 23 market concentration because CVS and Aetna were competing in 24 every PDP market. 25 loss of Aetna as a competitor in every PDP market, and we With the divestiture now, we still have PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 94 1 have an increase in market concentration in every PDP market 2 because Aetna and WellCare were competing in each one of 3 those 34 PDP markets. 4 that the loss of a competitor and increasing market 5 concentration will, the evidence says, lead to higher 6 premiums. 7 And we have discussed the evidence So now let's focus on the efficiencies. We also 8 discussed the efficiency claims within the PDP market, and we 9 said that this is not a merger within the PDP market because 10 with the divestiture Aetna and CVS are not merging in the PDP 11 market. 12 efficiencies that can arise. 13 14 Therefore, there are no PDP market-specific So now let's look at the efficiencies outside the PDP market and what they might be. 15 So the first efficiency we discussed, potential 16 efficiency, which was claimed by CVS is this would promote 17 innovation in healthcare delivery through these healthcare 18 hubs. 19 should work is you innovate, and if consumers like what 20 you've done, you're providing a service at a low cost and 21 good quality, then you will attract more consumers. 22 this seems like, it's backwards. 23 Aetna and its 20 million subscribers, and now you're going to 24 try to funnel them or steer them to your new model of 25 healthcare delivery but now these 20 million subscribers are And I discussed that typically the way innovation But what What you did is you bought PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 95 1 not available to other innovators who might have had better 2 ideas or who could provide the same service at a lower cost 3 or better quality. 4 So, for those innovators, these customers are absent, 5 and those innovators will suffer as a result. 6 think this will promote innovation, but it might actually 7 lead to a decline in innovation in healthcare delivery. 8 9 So I don't The other proposed benefit of this is that they've said, look, we, at CVS, have access to pharmacy data, and now 10 we're going to buy Aetna, which is a health insurer, so now 11 we're going to have access to the medical data, and we can 12 combine the pharmacy data and the medical data to, say, 13 better design the drug benefit. 14 So one example of that would be, you know, suppose 15 there's a drug that lowers your healthcare costs, so you want 16 to provide good coverage for that drug if you're integrated 17 because you know that even though it increases your expense 18 on the drug side you lower your expense on the medical 19 benefits side. 20 says -- this is on slide 14 -- so Aetna says, when they 21 sign -- so Aetna signed PBM services agreement with CVS. 22 this was about 10 years ago. 23 agreement, they clearly said -- they said, we retain our PBM 24 and our ability to integrate medical care with clinical and 25 pharmacy programs and actionable data. But if you look at what Aetna says, Aetna So And when they signed that So what they're PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 96 1 saying is they were already doing what they claimed to be 2 efficiency specific to the merger. 3 this merger, had the ability to integrate medical data with 4 clinical and pharmacy programs. 5 So I don't see why this merger is needed to integrate 6 the medical and pharmacy data. 7 merger. 8 9 They already, without You could do it outside the As a professor at U.S.C. or as a healthcare researcher, when I do research on healthcare, I have access 10 to combined pharmacy and medical data. 11 researcher, can get access to it, I'm sure a big company like 12 Aetna or CVS can get access to the merged data. 13 So if I, as a The other thing they said was, look, if you combine 14 this medical and pharmacy data, we can make CVS's pharmacists 15 more effective at counseling patients. 16 if you truly want to make a pharmacist more effective at 17 counseling patients, what you need is the medical record 18 data. 19 healthcare claims data is just medical bills. 20 tell you the clinical detail that you would know to manage a 21 patient. 22 counseling me, I want them to have my doctor's notes with 23 them. 24 notes. 25 Well, what I feel is, You need the data from the patient's doctor. Like the They don't I'm no doctor, but I believe that if someone is This merger doesn't enable them to have those doctor's The third efficiency claim is -- if you think about PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 97 1 this, maybe CVS and Aetna integrate, and that makes CVS a 2 better PBM for Aetna. 3 incentives for CVS to be a better PBM for Aetna, through 4 input foreclosure, it also creates incentives for CVS to be a 5 worse PBM for any plan that is competing with Aetna. 6 But at the same time, when it creates Now, if you look at the number of beneficiaries CVS 7 has, that's about 90 million that they represent in their PBM 8 business. 9 these 20 million will potentially benefit because now CVS is And roughly 20 million are Aetna subscribers. So 10 going to be a better representative or a better PBM for 11 Aetna. 12 because those other 70 million potentially compete with CVS 13 and Aetna in insurance markets and their CVS now has the 14 incentive not to provide the same level of service as they're 15 providing to Aetna. 16 benefit to 20 million, but at the same time, there is a 17 potential harm to 70 million. 18 But the other 70 million are going to be worse off So, in some sense, there is a potential Finally, suppose this benefit arises. How will it 19 benefit the public? It will only benefit the public if the 20 savings are passed back to the consumers as lower premiums. 21 So the idea is CVS and Aetna are one firm. 22 a better benefit design. 23 and -- that should lower their costs, but whether it lowers 24 premiums or how much it lowers premiums depends upon 25 competition in the insurance market. They come up with That should lower premiums So if there isn't a lot PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 98 1 of competition in the insurance market, those cost savings 2 will not be passed on to consumers, or some of them will be, 3 but majority or a large fraction of those cost savings will 4 not be passed on to consumers. 5 are competitive, then a high fraction of those cost savings 6 are passed on to consumers. 7 insurance markets are very concentrated. 8 9 But if the insurance markets And the evidence is that health So given that, it is likely that a significant fraction of the savings will not be passed on to the 10 consumers even if they arise. 11 Q. 12 previous mergers in the health insurance industry were good 13 for consumers? 14 A. 15 the United States v. Anthem case, several health economics or 16 economics professors submitted an amicus brief which 17 summarized the evidence on the effects of health insurance 18 mergers, and I was one of the cosigners on the brief. 19 surveyed the entire literature in this area, and we were all 20 independent professors, we were not representing either party 21 in this case. 22 What does the economic literature say about whether Sure. So, on slide 21, I have quoted what -- so in It And the summary of that work says, "This body of work 23 finds that consultation in health insurance markets does not 24 on average benefit consumers. 25 market concentration tends to lower provider prices, there is Although greater insurance PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 99 1 no evidence the cost savings are passed through to consumers 2 in the form of lower premiums. 3 tend to rise with increased insurer concentration." 4 To the contrary, premiums So what this is saying is, when insurers merge 5 together, it increases their bargaining power with providers 6 of input. 7 savings are not passed to consumers. 8 9 10 So you do see some cost savings, but those cost In the end, what you see is that increase in market power as a result of this merger leads to an increase in premiums for consumers. 11 THE COURT: And an increase in profits? 12 THE WITNESS: And an increase in profits. Because if 13 you're not passing on the savings to consumers, then those 14 savings are going to represent increase in profits for you. 15 The other kind of quote I have is from the 16 congressional testimony of Professor Martin Gaynor, who is 17 one of the leading experts on healthcare policy or healthcare 18 antitrust policy. 19 claims related to healthcare mergers. 20 "While the intuition, and the rhetoric, surrounding 21 consolidation has been positive, the reality is less 22 encouraging. 23 mixed, but it's safe to say that it does not show overall 24 gains from consolidation. 25 physician practices, or integrated systems are not And he talks specifically about efficiency So what he notes is, The evidence on the effects of consolidation is Merged hospitals, insurers, PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 100 1 systematically less costly, higher quality, or more effective 2 than independent firms." 3 So what he is saying is, across a whole variety of 4 healthcare mergers, you don't see strong evidence that 5 efficiency improves or costs go down. 6 And what the prior evidence was saying is, when 7 insurers consolidate, there is strong evidence that premiums 8 go up. 9 BY MR. QUILLEN: 10 Q. In your opinion, is there anything about the various 11 markets in which CVS participates that would cause this 12 merger to buck the trend that these researchers have 13 identified? 14 A. I don't know of any such factor. 15 MR. QUILLEN: 16 THE COURT: 17 THE WITNESS: 18 THE COURT: 19 (Witness excused) 20 THE COURT: 21 MR. BARLOW: 22 THE COURT: 23 You may step down. Thank you, Your Honor. Thank you. Who will present the next witness? I will, Your Honor. All right. MICHAEL WOHLFEILER, 24 25 I have no further questions. having been duly sworn, was examined and testified as follows: PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 101 1 DIRECT EXAMINATION 2 BY MR. BARLOW: 3 Q. Dr. Wohlfeiler -- 4 A. Hello. 5 Q. -- can you state your name, please, and spell it for 6 the record. 7 A. 8 W-O-H-L-F-E-I-L-E-R. 9 Q. And where are you employed, Dr. Wohlfeiler? 10 A. I'm employed with AIDS Healthcare Foundation. 11 Q. And you'll see on the table in front of you your CV. 12 That is marked as AHF 1. 13 A. Yes, that is. 14 Q. I'm going to talk about some of your background. 15 not going to go into great detail on it. 16 It is Michael, M-I-C-H-A-E-L, Wohlfeiler, That's your CV; correct? I'm But first off, what is the AIDS Healthcare 17 Foundation? 18 A. 19 organization that is a provider of medical care to patients 20 with HIV or AIDS. 21 We take patients regardless of their ability to pay. 22 Q. 23 concept in more detail. 24 A. 25 is accepted at -- can receive care at AHF. So AIDS Healthcare Foundation, or AHF, is a nonprofit Okay. We're what's called a safety net provider. Could you explain that safety net provider So, again, a patient with HIV or AIDS who needs care It doesn't matter PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 102 1 if they have a payer source at the time. 2 care. 3 source for them. 4 We will provide We will do our best to get them onto -- find a payer The other thing that we do is we provide what are 5 called wrap-around services. We provide a lot of additional 6 services that you wouldn't find in, for instance, a private 7 practice. 8 RN on site, we have special positions called benefits 9 counselors, and we have case managers, and referral We have a staffing model that our clinics have an 10 coordinators; a lot of extra services that you would not 11 normally find. 12 Q. 13 federal law? 14 A. 15 instance, the 340B -- what is called the 340B legislation, 16 which specifically applies to nonprofit safety net providers 17 like AHF and affects at what price we can purchase 18 medications. 19 patients at a discounted price. 20 Q. 21 the United States? 22 A. 23 now. 24 back in the days when HIV and AIDS was really a death 25 sentence. The safety net provider status, is that pursuant to Well, there is -- safety net provider is used in, for It allows us to purchase medications for Can you talk a little bit about AHF's operations in Sure. We have been around for I think it is 31 years Started in Los Angeles as an AIDS hospice organization And then, as things got better, AHF opened up PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 103 1 clinics to treat patients with HIV and AIDS. And then we 2 consistently expanded so that now we've got over 60 clinics 3 in 15 states and the District of Columbia. 4 of domestically about 35,000 patients. 5 global program where we're in more than 40 countries. 6 worldwide AHF is taking care of 1.1 million patients with 7 HIV/AIDS. 8 Q. 9 have a network of pharmacies? We're taking care We've also got a And In addition to the roughly 60 clinics, do you also 10 A. Yes. Part of our model is that we have tried to 11 create a one-stop shopping for patients, and we've also 12 recognized the importance of the pharmacist-patient 13 relationship. 14 unless they're very small and have a low census, have 15 embedded within them an AHF pharmacy co-located. 16 Q. Co-located? 17 A. Yes. 18 Q. And your position with AHF currently is what? 19 A. So I'm Chief Medical Officer. 20 Domestic Department of Medicine, which means that I'm kind of 21 ultimately responsible for all of the clinical care that we 22 provide. 23 Q. 24 business? 25 A. And so as a result, most of our clinics, As that, I run AHF's And do you have firsthand knowledge of AHF's I'm sorry? AHF's? PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 104 1 Q. Business overall? 2 A. Yes. 3 but I am very familiar with our pharmacy business, our 4 managed care business. 5 Q. Do you serve on any executive committees? 6 A. Yes. 7 highest level committees, and I serve on both managed care 8 exec and pharmacy exec at AHF. 9 Q. How long have you been the Chief Medical Officer? 10 A. It will be six years in August. 11 Q. When did you join AHF? 12 A. I joined AHF in September of 2011. 13 Q. And you're a practicing physician? 14 A. Yes, I am. 15 private practice -- specializing in HIV/AIDS since 1990. 16 Q. Are you a credentialed HIV/AIDS physician? 17 A. Yes. 18 American Academy of HIV Medicine. 19 Q. 20 currently treat HIV/AIDS patients? 21 A. Yes, I still treat patients. 22 Q. Can you explain for the Court how the treatment of 23 HIV and AIDS has evolved from the time you began practicing 24 in 1990. 25 A. Yes. Again, I run the Department of Medicine, I serve on -- the executive committees are the I'm a physician specializing -- in I'm credentialed as an HIV specialist by the In addition to your executive duties with AHF, do you It's been a dramatic change. I mean, when I PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 105 1 started -- I really started seeing HIV patients during my 2 residency in internal medicine, which I did in Miami, which 3 was one of the epicenters of HIV. 4 was really felt that everybody who was HIV-positive would 5 progress to AIDS and everybody with AIDS would die. 6 was pretty accurate. 7 for many years. 8 just trying to keep patients -- extend their lives initially 9 and, hopefully, give them slightly better quality of life. And back in those days, it And that I mean it was just nothing but death It truly was a death sentence. And we were 10 But there was no ability to really control the disease 11 long-term in the early days. 12 Q. 13 seeing -- 14 A. 15 1996. 16 things have changed dramatically. 17 HIV patients can be placed on medication regimens, which 18 typically involve at least three drugs, and we can -- we 19 can't cure them, but we can get the virus suppressed to 20 undetectable levels in their bloodstream, and that allows 21 their immune system to repair and to stay relatively strong, 22 and these patients can remain now stable. 23 chronic illness. 24 Q. 25 Act proceedings today? What is the current state of treatment that you're It is very different. It started to change in around And I would say it is really since the 2000s that Now the vast majority of It has become a What is your purpose in testifying in these Tunney PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 106 1 A. So we've got a model of care for HIV that works very 2 well, and it includes our coordination between our providers, 3 our clinics, our pharmacies. 4 we're going to see our model imperilled by this behemoth 5 merged organization and the power that it has. 6 Q. 7 you have roughly 60. 8 clinics? 9 A. And frankly, I'm concerned that And let me just back up on the clinic. So you say Are they served by physicians in those So we -- our medical providers are a combination of 10 physicians and what are called -- have been called 11 mid-levels, but the preferred term nowadays is advanced 12 practice providers. 13 and physician assistants working under supervision of a 14 physician. 15 Q. And are the providers at these clinics credentialed? 16 A. Yes. 17 any provider who's not credentialed as an HIV specialist at 18 the time of hire has to become credentialed within 12 to 18 19 months of starting. 20 Q. 21 pharmacies; are they credentialed? 22 A. 23 has a credentialing program for pharmacists, and our 24 pharmacists are all credentialed as HIV pharmacy experts. 25 Q. So those would be nurse practitioners It's a requirement of employment at AHF that What about the pharmacists that are employed at your Yes. So the American Academy of HIV Medicine also Now, can you talk a little bit about the health PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 107 1 insurance plans that AHF has. 2 A. So AHF's own plans you're talking about? 3 Q. Yes. 4 A. Okay. 5 and Georgia, AHF created Medicare managed care plans that are 6 what are called SNPs or special needs plans. 7 only to patients with an HIV diagnosis. 8 in addition, we have a Medicaid managed care plan. 9 Q. So what we have is, in California, Florida, They're open Then, in California, Can you expound a little bit more on what you call 10 the wrap-around services, the continuum of care that AHF 11 provides from the clinics to the pharmacies. 12 A. 13 clinics with this kind of, you know, comprehensive continuum 14 of care. 15 anyplace else in the world, anyone else in the world. 16 somebody tests positive for HIV at one of our testing sites, 17 they immediately become part of our linkage program. 18 linkage counselor, who is somebody who's trained in HIV and 19 dealing with patients, immediately contacts the patient, 20 serves as support and education. 21 anybody who tests HIV-positive is seen in one of our clinics 22 within 72 hours of their diagnosis. 23 literally take them by the hand and walk them into the clinic 24 if need be to get them initiated in care. 25 So we actually start even earlier with -- than the We do more -- AHF does more HIV testing than So if A And we have a standard that The linkage person will Once they're in the clinic, we practice PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 108 1 patient-centered, high-touch care. 2 wrap-around services that, again, most patients who at the 3 time their HIV diagnosis don't have private insurance or any 4 other funding source, so they get an appointment with what's 5 called a benefits coordinator to find out if they qualify for 6 typically the Ryan White Program, which is a payor of last 7 resort for patients with HIV or an ACA plan or a Medicaid 8 plan. 9 have -- because a lot of our patients have a lot of multiple 10 comorbidities and are medically very complicated, we have -- 11 Q. What do you mean by comorbidities? 12 A. Other medical conditions that are -- not just HIV. 13 You see a higher rate of heart disease, diabetes, kidney 14 disease, liver disease; a lot of different things in patients 15 with HIV. 16 We provide these And so we get them benefits that way. We And so we have medical case managers, who are usually 17 RNs, to help coordinate the care for these patients so that 18 everything is being taken care of. 19 One of the things -- one of the other things that is 20 unique about AHF is that what we practice is what I call HIV 21 primary care. 22 naturally adopt their HIV treater as their PCP or primary 23 care physician. 24 who manages the HIV using an infectious diseases doctor but 25 won't manage the cholesterol, the blood pressure, won't see We discovered that patients just kind of So there's some places where there's someone PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 109 1 the patient if they've got a cold or the flu. 2 primary care doctors as well as the HIV specialist for our 3 patients. 4 Q. 5 HIV/AIDS patients adhere to their medication schedule. 6 about that. 7 A. 8 think -- a lot of people think that something has 9 fundamentally changed about HIV as a disease, and it hasn't Can you explain how important it is to make sure that Talk I find frequently nowadays that -- I think people 10 changed. 11 vast majority of people who have the virus. 12 We're the I mean, untreated, it is still going to kill the What's changed is that we have medications that can 13 now keep the HIV under control. 14 require a very high level of adherence. 15 on studies, that people who take chronic medications for 16 other conditions, like say high blood pressure, that their 17 adherence to the medications is usually 70 to 80 percent. 18 Studies have shown that in HIV if you have less than a 95 19 percent adherence to the anti-retroviral medications that the 20 virus has the opportunity to activate, mutate, and become 21 resistant to the medications, and then they won't work 22 anymore. 23 These medications, though, We know that, based So adherence is a huge issue in this disease. Again, we can't cure it, but if we keep the virus 24 suppressed, not only does the patient stay healthy, but 25 studies have shown the patient cannot transmit HIV to another PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 110 1 person. So there's not just a personal health issue for the 2 infected patient but a major public health issue as well. 3 Q. 4 that. 5 A. 6 mechanisms to block HIV from replicating and infecting other 7 cells. 8 treatment. 9 potential side effects and drug interactions with other You mentioned anti-retrovirals. Can you just explain These are the medications that work through various So these are medications that are used only for HIV They're often complicated medications with 10 medications. So when you're talking about anti-retrovirals, 11 you're really talking about the medications used to suppress 12 HIV. 13 Q. 14 does it work? 15 A. 16 There's something called the Gardner Cascade, and it is named 17 after Dr. Gardner, and he did an analysis of the continuum of 18 care starting with how many HIV-infected persons there are in 19 this country to then how many of those people know their HIV 20 diagnosis, how many have engaged in care, how many have been 21 retained in care, and then ultimately how many have 22 their -- and in how many is the virus suppressed, which is 23 the goal. 24 Cascade show somewhere between 30 and 50 percent of HIV 25 patients in this country being consistently -- with their In this model that AHF has to treat HIV and AIDS, It works incredibly well. The CDC puts out data. And numbers in the U.S. for that last step of the PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 111 1 virus being consistently suppressed. 2 are closer to 85 percent suppression. 3 Q. So roughly double the average -- 4 A. Yes. 5 Q. -- national average? 6 And at AHF our numbers What are the factors that make for a successful model 7 would you say? 8 A. 9 the patients. I mean, a big part of it is having high touch with They have actually done studies on retention 10 and care amongst -- with HIV patients -- and have found that 11 the more what they call touch points between the clinic, the 12 staff in the clinic, the physician, you know, so forth, and 13 the patient, the more likely they are to remain in care and 14 remain on their medications. 15 do. 16 So that's a big part of what we But then we also have very specific things that are 17 very focused on adherence both to the anti-retroviral 18 medications and to medical follow-up. 19 pharmacy generates something called the 35-day report. 20 if a patient has not been in to pick up their medications 21 within -- in the last 35 days, they track them down. 22 they find them, and they find out what's going on. So we have -- the And And 23 The other thing is that, at AHF, nobody will leave 24 without their medications, no matter what the situation is. 25 It doesn't matter if they can't afford the co-pay. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 It 112 1 doesn't matter if they have lost coverage. 2 anything interrupt their care. 3 We do not let On the provider side, we have something called a 4 104-day report, which is similar. But typically, HIV 5 patients come in about every three months for blood work and 6 evaluation by a provider. 7 within 104 days, then every provider every month is given a 8 list of the names of those patients and are expected to 9 personally call those patients and check on them and try to So if patients haven't been in 10 get them back in to be seen. 11 Q. 12 specialists in HIV and AIDS for the treatment of AIDS? 13 A. 14 Published studies have shown that there's a direct 15 correlation between your risk of death from HIV and the 16 experience of your medical provider. 17 emphasis on making sure that our patients are -- I mean, our 18 providers are credentialed as specialists, that they keep up 19 with education. 20 education program, that our providers are -- they're 21 scheduled to block for it every month. 22 every provider in the country. 23 Q. 24 the privacy of your patients. 25 A. And how important is it for the physicians to be That really is critical. Again, there are studies. And so we put a big We have a monthly CME, continuing medical It's live webcast to And can you talk a little bit about how AHF protects Given that we are an organization that deals with PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 113 1 HIV, we are very, very focused on confidentiality. Though 2 the stigma associated with HIV is much less overall than it 3 used to be when I started in this, there's still a big 4 stigma. 5 confidential. 6 when they first come in whether it is okay for us to call 7 them or text them, whether we can send them mail. 8 never identify on the mail that it is AIDS Healthcare 9 Foundation. Obviously, people want their diagnosis kept very So when we send out -- we ask every patient And we We have -- a lot of our patients who are getting 10 medication through our AHF pharmacies have those medications 11 delivered, and we make sure that our delivery people -- they 12 have IDs, but it doesn't say anything about AHF. 13 confidentiality, sometimes patients who live with family or 14 roommates don't want meds delivered to the house. 15 will literally meet them at a Starbucks, wherever they want 16 to meet to give them their medication so as to maintain their 17 privacy. 18 Q. 19 more about AHF's role in the various levels of the market. 20 You identified clinics, pharmacies, and health plans. 21 A. Uh-huh. 22 Q. So AHF competes in the pharmacy market with CVS; is 23 that correct? 24 A. Correct. 25 Q. And they compete with Aetna as a health plan; Okay. To maintain The driver Now I want to move to just talk a little bit PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 114 1 correct? 2 A. Yes. 3 Q. And they are a provider, they participate as a 4 provider through the retail clinics; correct? 5 A. Yes. 6 Q. And as a pharmacy, AHF is a provider to CVS/Caremark 7 as a PBM; correct? 8 A. Yes. 9 Q. You heard the testimony of Dr. Sood about the 10 consolidation generally in the healthcare industry. 11 generally agree with what Dr. Sood said about the 12 consolidation and concentration levels -- 13 A. Yes -- 14 Q. -- in the healthcare industry? 15 A. -- I do. 16 Q. Have you seen that even in your 30 years in the 17 business, have you seen those trends of concentration 18 increasing over the years? 19 A. 20 ago it was now, but we saw it with United and OptumRx 21 becoming a single conjoined entity. 22 a merger or purchase or whatever it was. 23 immediately we saw our patients being told that they could no 24 longer use the AHF pharmacy; that they were being forced into 25 mail order programs for their medications. Definitely. Do you I mean I'm not quite sure how many years I don't know if that was And almost And it was a real PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 115 1 disruption of their continuity of care and emotionally was 2 very difficult for a lot. 3 about -- our patients, just as they develop a strong 4 relationship with the providers, they develop an equally 5 strong relationship with the pharmacist and the pharmacy 6 staff. 7 Q. 8 AHF patients in terms of whether they needed -- had to use 9 mail order? I had patients in tears In that instance, what was Optum/United telling these 10 A. So they were being told that they had to start 11 receiving their meds by mail order. 12 started dealing with numerous problems associated with that. 13 I mean, one of the really frustrating things that I dealt 14 with was -- you know, there would be a screw-up or something 15 wouldn't get processed properly at the PBM, and a patient 16 wouldn't receive his or her HIV medications, and I would get 17 on the phone with the PBM and say, you know, get the problem 18 straightened out. 19 of medication tomorrow, you need to overnight this to the 20 patient. And we -- I personally And say, this patient is going to be out 21 And they would say, no, it takes 10 days. 22 And I'm like, but this is HIV. 23 it. 24 dangerous. 25 their medications. You don't understand They can't be off their medication for 10 days. That's It puts them at risk of developing resistance to PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 116 1 Well, that's our policy. 2 You know, it was things like that. 3 And we had patients who were trying very hard to opt 4 out of the mail order, and we were told at various times that 5 patients had the right to opt out. 6 to do it, it never seemed to happen. 7 that they couldn't opt out despite what we had been told or 8 there were so many barriers to it that it just wouldn't get 9 done. But whenever they tried Either they were told So it was very problematic. 10 Q. Other than Optum and United, are there other PBMs 11 that require the mail order? 12 A. 13 lack of -- well, what we're seeing is that they're taking 14 away -- pharmacy choices being taken away from patients, and 15 they're being told that they have to use a particular 16 pharmacy or they have to use a particular mail order program. 17 Most of our -- sometimes there is a bit of a financial 18 benefit to patients if they use mail order. 19 they'll get three months' worth of medication but only pay 20 two months' worth of co-pays. 21 of our patients were more than willing to pay the additional 22 co-pay in order to stay with our pharmacy and that 23 relationship. 24 Q. 25 the privacy of the HIV patient? Well, increasingly, what we have been seeing is a Now, some places But almost a hundred percent And are there instances where the mail order invades PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 117 1 A. That was another problem that we encountered where 2 medications were just left at a home where there might have 3 been roommates or family members. 4 patients reported that the medications were -- because nobody 5 was home that they were delivered to a neighbor and there was 6 a note to pick it up from a neighbor. 7 situation in Florida where medication was delivered to a 8 home. 9 son was HIV-positive, and threw him out of the house. We had situations where We had one very tragic The family opened up the package, found out that their 10 Q. 11 this increasing concentration in the industry. 12 other effects? 13 Now, if you could explain a little bit more about Are there You mentioned the night Optum/United example, which 14 was a integration circumstances. 15 affected individual pharmacies like AHF and others? 16 A. 17 seem to increasingly be assessing higher what are called DIR 18 fees, direct and indirect, remuneration fees, with very 19 little transparency as to what were really being assessed. 20 It's clawed back millions of dollars from us, and those are 21 dollars that would normally be used to support our programs 22 and our mission as a safety net provider. 23 every dollar generated in our pharmacy is poured right back 24 into our clinical programs. 25 It definitely has. But has the consolidation You know, these PBMs are -- they I mean 96 cents of So, you know, we're seeing more and more of that to PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 118 1 the point that we're taking a big financial hit. And I'm not 2 an expert on DIR fees, but I just -- some of them are 3 assessed for what the PBM says are AHF not meeting certain 4 quality metrics that, frankly, seem to be arbitrary and 5 capricious. 6 patients weren't on a Statin, a cholesterol-lowering 7 medication. 8 with HIV medications. 9 drug interactions. Like, we've had money taken back because certain But there are times that you can't use Statins There are going to be life-threatening The other thing is I just don't 10 understand how you can hold the pharmacy responsible for 11 something that they can't prescribe medications. 12 physician. 13 frustrating. 14 Q. 15 back money that had already gone to the pharmacy later? 16 A. 17 And the thing is that they can claw back way after the 18 adjudication of the claim. 19 later and ask you for significant sums of money back. 20 Q. 21 rates that you're getting from PBMs? 22 A. 23 in this -- but some of the -- the reimbursement rates have 24 dropped, and at times to a point where it doesn't even cover 25 the cost of our medication, of the medication that we That's the Anyway, things like that that are very So these fees are where the PBM is actually clawing Yes. And I think with AHF it is into the millions. They can come back like a year Have you also seen an effect on the reimbursement The other thing -- I mean, we certainly aren't alone PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 119 1 purchase. So, obviously, that's another big issue. 2 Q. 3 What's -- 4 A. 5 plan, which, like I mentioned, is a special needs plan, it is 6 especially designed for people with HIV, so it's way 7 different from a regular Medicare Advantage plan in that 8 sense. 9 plans have to meet certain criteria. And why can't AHF just decide to go to another PBM? So, if you take a plan like our managed Medicare But we still are required by CMS, our managed care And one of them is 10 access to pharmacies where patients can get their 11 prescriptions filled that are within a certain distance and a 12 certain time of travel from the patient. 13 network of pharmacies. 14 convenient for our patients that meets CMS requirements, we 15 need to be contracted with a large chain like CVS which has 16 got locations everywhere. 17 Q. 18 you're saying? 19 A. Yes. 20 Q. Okay. 21 networks. 22 A. 23 they've created what are called narrow networks of 24 participating pharmacies so that they may have CVS in there 25 but have hardly anybody else that is allowed to participate, And we're a small So to have something that is So, basically, you have no choice, is that what Can you talk about how PBMs have narrowed So the other thing that PBMs have done is that PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 120 1 so excluding independent pharmacies from participating, from 2 being preferred providers under the PBM. 3 Q. 4 about a lack of transparency in the PBM market. 5 A. Yes. 6 Q. Is that something that you have found? 7 A. Yes. 8 I will tell you from sitting on the pharmacy exec committee 9 and so forth, I mean, one of the frustrations is that there And Dr. Sood, you heard his testimony, he talked Again, I'm not the pharmacy budget expert, but 10 is no transparency. You don't know what deals the PBM has 11 worked out for rebates, and you don't have any clear criteria 12 about how they're assessing these DIR fees. 13 a black box that you can't see through. 14 Q. 15 PBM contracts have, quote/unquote, gagged pharmacies. 16 A. 17 PBM contracts contain essentially gag orders on their -- say 18 you've got under your plan a co-pay for a medication that is 19 $10 but you're getting a very common generic, and you could 20 get the entire -- you could just pay the cash price and get 21 it for like $2. 22 several PBMs from informing the patient of that. 23 those -- and you know, in my experience, what the PBMs have 24 done is they have really added a layer of bureaucracy, 25 another layer between provider and patient. Yeah, it's like And there has also been public discussion about how That has certainly been in the news where some of the You know, pharmacists were prevented by So, yeah, And certainly, PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 121 1 from a care side, clinical care side or a patient side, I see 2 zero benefit and only harm, to be honest. 3 Q. 4 market? 5 A. 6 to patients, to consumers, was one of them. 7 haven't seen that. 8 situation where the PBM moved all of the HIV medications to 9 its highest co-pay tier, a tier of five, and then some of the 10 plans were actually -- that were contracted with the PBM were 11 actually setting the patient responsibility portion to 12 50 percent of the retail cost of the medication. 13 patient who called me up in tears because he went to pick up 14 his medication and suddenly they were telling him it was $900 15 a month, which was half the retail cost. 16 Q. 17 they call squeeze-and-buy strategies by PBMs. 18 the Court what that's about. 19 A. 20 through DIR fees and/or lowered reimbursements, that they 21 squeeze an independent pharmacy, smaller pharmacy chain to a 22 point that it is no longer economically viable for them to 23 continue to operate, and then they kind of buy them out at 24 pennies on the dollar. 25 day I read about it with a pharmacy or pharmacy group called What was the promise of PBMs when they entered the I think it was that they were going to reduce prices And again, I I mean, in fact, I have seen -- I had one I had a Now, there has also been public discussion of what Can you tell So my understanding is that PBMs either, you know, There was just an article the other PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 122 1 Premier Specialty Pharmacy, I think, and they basically said 2 in this article, we can no longer be viable with what's 3 happened to our reimbursements. 4 Q. Who did Premier sell out to? 5 A. CVS. 6 Q. I want to talk about the effects of the merger. 7 So do you have any concerns? I mean, you said 8 initially you were concerned about the merger and that's why 9 you're here. Can you tell the Court what specifically your 10 concerns are with respect to the merger as it is currently 11 constituted? 12 A. 13 be squeezed the way these others have; that either they won't 14 be preferred pharmacies for patients under their insurance or 15 they'll be excluded completely from using the AHF pharmacy. 16 I'm concerned that it really cuts into these decreases in 17 reimbursement and this clawback of fees. 18 19 You know, my concern is that AHF, our pharmacies will THE COURT: Doctor, let me ask you a question about that. 20 THE WITNESS: 21 THE COURT: 22 requirements? 23 requiring -- Sure. Who is it that sets these kinds of Is it the insurance plan or the PBM that's 24 THE WITNESS: 25 THE COURT: So -- First of all, defining something as the PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 123 1 preferred source of the drugs. 2 THE WITNESS: 3 THE COURT: 4 5 Uh-huh. And secondly, where they can get the drugs other than your pharmacy. THE WITNESS: Right. And I believe that -- if I'm 6 wrong, please somebody correct me -- but I believe that 7 really is set by the PBM, to a large extent. 8 the -- I'm not exactly -- what role the insurer has, but I 9 believe it is mostly the PBMs that set up the networks of I guess by 10 participating pharmacies and so forth, and make these 11 decisions about co-pays and what patients are going to have 12 to pay and where they can access their -- and how they can 13 access their medications. 14 THE COURT: Say your pharmacies aren't designated as 15 preferred providers, then they have to go to -- do they list 16 who the preferred providers are? 17 THE WITNESS: Yes. I mean, they usually will. I 18 mean, so it may not completely bar a patient from going to a 19 nonpreferred provider, but there's lots of economic 20 disincentives to do that. 21 THE COURT: So the co-pay will be a lot higher -- 22 THE WITNESS: 23 THE COURT: 24 THE WITNESS: 25 THE COURT: Exactly. They'll charge much more for the drug -Correct. So you have seen that firsthand? PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 124 1 THE WITNESS: Yes. 2 You know, I think that a lot of people don't realize 3 that there is, and should be, a relationship between -- in 4 people with chronic illnesses, serious chronic illnesses -- 5 that there is, and should be, a relationship between the 6 pharmacist and the patient. 7 at AHF how important that relationship is. 8 9 And I think we've demonstrated I mean, very frequently I find out for the first time that a patient is having side effects or problems with 10 medication, not from the patient telling me, but the patient 11 has told the pharmacist, who then tells me. 12 pharmacist and I work together to resolve the problem. 13 Then the And in a condition like HIV, the pharmacist is really 14 important in educating the patient about the importance of 15 adherence. 16 And one of the other things with PBMs is that when 17 you call a PBM, you have no idea who you're going to speak 18 to. 19 where I've spoken to a pharmacist, and they can't even 20 pronounce the names of the drugs I'm talking about. 21 have no experience with HIV medications. 22 kind of a -- it is like calling customer service a lot of 23 places, and you get caught in voice mail hell. There is no ongoing relationship. 24 THE COURT: 25 BY MR. BARLOW: I've had situations They And it is very much Okay. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 125 1 Q. Is it your concern that the merger will affect how 2 Aetna's patient population will be directed to certain 3 pharmacies? 4 A. 5 and certainly is a concern. 6 patients out of our pharmacy, where they've got specially 7 educated pharmacists and staff, they've got a very close 8 personal relationship, it's -- we have -- in every one of our 9 clinics we start the day with what is called a morning huddle Well, I mean, I would think that is likely to happen Anything that is going to pull 10 where we discuss all of the patients coming in that day. 11 the pharmacist is part of that morning huddle. 12 how integrated they are into our care model. 13 Q. 14 directed to CVS pharmacies and away from specialty providers 15 like AHF? 16 A. 17 patients getting sick, frankly. 18 walk out of a CVS if you don't have your co-pay. 19 especially seek out -- seek to place clinics in places where 20 patients don't have great access to care, where they're 21 economically disadvantaged, and so forth. 22 that they always get their meds; that if there's a co-pay, it 23 is always the lowest tier co-pay; that they've got access all 24 the time to pharmacists for education. 25 And I mean that's And so what happens if all of the Aetna patients are What is the practical effect of that? So, you know, I think that you're going to see more I mean, again, you can't And we But we make sure I also know that CVS isn't going to have a 35-day PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 126 1 report and call patients to ask why they haven't been in to 2 pick up their medications. 3 The other thing that I might mention is that 4 increasingly insurers are requiring what are called prior 5 authorizations for medications. 6 they will cover a medication, you have to do a prior 7 authorization, which often involves doing this whole medical 8 justification. 9 are -- you know, take the attitude this isn't really my And you'll find doctors nowadays who really 10 problem. 11 thought you needed. 12 if they don't want to pay it. 13 So, in other words, before You know, I ordered the medication. This is what I Take it up with your insurance company But what we do at AHF, and really headed by the 14 pharmacist, is that we aggressively work to get that prior 15 authorization approved. 16 patient, as well. 17 Q. 18 patients going to MinuteClinics? 19 you're concerned about? 20 A. 21 care concept with this merger is that now you've got all of 22 these clinics around the company that are now going to be 23 part of the patient's care network. 24 MinuteClinic is fine if you need a particular vaccine or if 25 you have got a cold or something like that. So we act as an advocate for the Is there also a concern of the merger that Aetna Is that something that You know, I have read that part of this integrated Look, I think a I think it would PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 127 1 be a disaster if HIV patients were encouraged to seek medical 2 care at a MinuteClinic. 3 highly specialized -- I think this is true for any chronic 4 illness. 5 you know, what you're going to get is fragmented care by 6 people who don't understand the disease and who don't 7 understand the risks of drug interactions, adherence, side 8 effects, all that kind of stuff. 9 Q. Let's take as an example a flu shot? 10 A. I'm sorry? 11 Q. A flu shot. 12 I can, again, tell you that HIV is a I don't know that HIV is unique in this sense. But What is the effect of an HIV/AIDS patient getting a 13 flu shot at a MinuteClinic? 14 A. 15 patients are not supposed to receive because of weakened 16 immune system. 17 rule, live-virus vaccines are usually not given to HIV 18 patients because their weaknesses in their immune system 19 could create particular side effects. 20 those kinds of issues. 21 -- you know, they probably have whatever flu shot they're 22 giving, and I kind of doubt that they would be aware that 23 there are certain types that should not be given to patients 24 with HIV. 25 Q. There are certain types of flu shots that HIV There are certain types of -- as a general We are very aware of I highly doubt that a MinuteClinic is In terms of privacy, you spoke about that earlier, PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 128 1 are you aware of instances where both CVS and Aetna have been 2 sued for violating privacy of HIV patients? 3 A. 4 instances of revealing patients' HIV status. 5 Q. 6 about input foreclosure. 7 there? 8 A. Yes. 9 Q. The idea being that there's a risk after the merger I know they have both been sued over separate Now, you heard Dr. Sood testify about what he called Do you remember his testimony 10 that there will be a degradation of care, so to speak, from 11 the pharmacy, or the PBM level down to the health plan level. 12 Is that something you're concerned about? 13 A. 14 mentioned, it is a very different setup than what our 15 pharmacies have. 16 Q. 17 plan patients was forced out of that plan into say an Aetna 18 Medicare Advantage plan? 19 A. 20 Medicare Advantage plans are not special needs plans. 21 virtue of the fact that we have a designation that our plans 22 are designated as SNPs or special need plans, you know, 23 patients actually are not limited to the enrollment period 24 with Medicaid Advantage. 25 as needed. Yes. I mean, for all the reasons I have already Well, for instance, what if one of your managed care What would be the effect of that? Well, first, the biggest impact is that these By They can come on and off our plan Our co-pays for HIV medications are set at the PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 129 1 lowest-tier co-pay. 2 assigned to a PCP who was just most likely a general 3 internist or family practitioner who probably knows little to 4 nothing about HIV treatment. 5 Q. 6 services were denied to a health plan participant? 7 A. 8 we can meet CMS -- our plans can meet CMS rules if we aren't 9 contracted with somebody like a CVS. 10 There's -- they go from -- they could be A lot of concerns. And that could happen if post-merger the CVS pharmacy Yes. I mean, I don't know that under CMS rules that THE COURT: Can you give me some idea, Doctor, of one 11 of your chronic patients who has HIV and is on this regimen 12 of multiple medications -- 13 THE WITNESS: 14 THE COURT: Yes. -- what would the monthly charge for 15 medication be to him in terms of his co-pay and in terms of 16 the insurer -- 17 THE WITNESS: 18 THE COURT: 19 THE WITNESS: 20 THE COURT: 21 THE WITNESS: Right. -- the retail amount -So I would say that -- -- roughly. -- a regimen would run somewhere 22 between $1,500 and $3,000 a month in terms of the cost of the 23 medication. 24 THE COURT: That is retail? 25 THE WITNESS: Or wholesale? That's what -- if a patient came in and PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 130 1 needed to buy it cash, that's what they would pay. 2 THE COURT: Okay. 3 THE WITNESS: And the co-pays vary a lot based on the 4 patient's plan. But I'm pretty certain that all insurance 5 companies, other than AHF, have HIV medications on the 6 higher-tier co-pays, which mean higher out-of-pocket cost. 7 In fact, with that patient I mentioned who suddenly -- he 8 went up to a tier where he was responsible for 50 percent of 9 the retail cost of the medication, you know, I had 10 conversations with the PBM, and they were very surprisingly 11 honest with me and said: 12 higher tier because we don't want anything that is going to 13 actually encourage HIV patients to choose our plan. 14 want to make it appealing to them because they're high-cost 15 patients. 16 17 THE COURT: We don't So what would the lowest co-pay be, how much a month, roughly? 18 We want to put these meds on a THE WITNESS: 500? No, it probably is less -- again -- so 19 you've got some patients who are on plans that they have a 20 set co-pay amount. 21 like that. 22 yeah. So it could be $50 or $75 or something This was a particularly unusual setup, yeah, 23 THE COURT: You've got about five minutes left. 24 MR. BARLOW: 25 BY MR. BARLOW: Okay. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 131 1 Q. 2 merger that have been put forth by the parties. 3 that's been talked about is that the merger will lead to 4 increased compliance with treatment plans, medication therapy 5 management. 6 Just to wrap up, you've heard the benefits of the One of them Do you have any reaction to that claim? 7 A. I don't see that. 8 how that would be improved. 9 be fragmentation of care. I honestly can't even conceive of It just seems that there would 10 Q. Have you reviewed the DOJ's proposed Final Judgment? 11 A. I did read it, yes. 12 Q. In your view, is the approval of the proposed Final 13 Judgment in the public's interest? 14 A. 15 address these particular issues. 16 addressing them that we will end up with a very uneven, 17 unfair playing field that will make it hard for AHF to 18 compete. 19 field, I think that we can compete, because based on our care 20 model and our personal service, and you know, I think 21 patients choose to stay with us, to use our plan, but I'm 22 worried that that won't be enough because it won't be an even 23 playing field. 24 Q. 25 judgment that in your judgment would alleviate your concerns? Personally, I don't think so because it doesn't And I'm afraid that without I think that, you know, given a level playing Would there be an alternative to approval of the PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 132 1 A. 2 you know, pharmacy choice and that patients and -- and also 3 that our plans would continue to be able to participate as 4 preferred providers in the -- like, in the CVS pharmacy 5 network. 6 were language that did that. 7 MR. BARLOW: 8 Thank you. 9 THE COURT: 10 It would be great to see if there were guarantees of, But I would feel a lot more comfortable if there That's all I have, Your Honor. Let me ask one last question. insurance programs that you offer as part of your services -- 11 THE WITNESS: 12 THE COURT: 13 Yes. -- those, like your institute itself, is a not-for-profit; is that correct? 14 THE WITNESS: 15 THE COURT: 16 That is correct. So the profit incentive or motive that other companies that offer insurance programs -- 17 THE WITNESS: 18 THE COURT: 19 THE WITNESS: 20 THE COURT: 21 Thank you, Doctor. 22 THE WITNESS: 23 THE COURT: 24 25 The Right. -- is not present in yours? That's correct. Yeah. Very good. You can step down. You're welcome. We will take a 15-minute recess, and then we'll hear the final witness for today when we return. So we stand in recess. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 133 1 (Recess taken) 2 THE COURT: Call your witness. 3 MR. BALTO: Your Honor, David Balto on behalf of 4 Consumer Action United States Public Interest Research Group, 5 we call Dr. Diana Moss as a witness. 6 THE COURT: All right. 7 DIANA L. MOSS, 8 9 Come up and be sworn. having been duly sworn, was examined and testified as follows: 10 DIRECT EXAMINATION 11 BY MR. BALTO: 12 Q. Dr. Moss, please state your name and spell it for the 13 Court. 14 A. My name is Diana L. Moss, D-I-A-N-A, L, M-O-S-S. 15 Q. Diana Moss, can you please give the Court an overview 16 of your testimony for today. 17 A. 18 One is comments and observations on the horizontal aspects of 19 this proposed merger between CVS and Aetna and the 20 consolidation in the standalone PDP markets and the proposed 21 remedy and whether we think that remedy will likely be 22 effective in preserving competition. 23 part of my comments will address very serious competitive 24 concerns that were not addressed by the government, and that 25 includes two forms of vertical foreclosure and their effects Yes. My testimony today will cover two basic themes. And then the second PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 134 1 on competition and consumers. 2 Q. 3 Judge and give him a bit of your biographical background, 4 including on merger divestitures. 5 A. 6 Antitrust Institute. 7 a progressive think tank advocating for competition that 8 protects consumers and businesses in society. 9 through legal, economic, and policy work in the form of 10 11 Dr. Moss, can you please introduce yourself to the Certainly. I am the president of the American We have been around for about 20 years, We do that research, education, and advocacy. I am a Ph.D. economist, and have worked in the area 12 of industrial organization for almost all of my career in a 13 number of sectors, including healthcare. 14 AAI has been very active in the healthcare area. We 15 have filed a number of letters to the agencies, the FTC, DOJ, 16 the states, white papers, letters. 17 front of Congress, in front of various commissions on the 18 competitive and consumer effects of healthcare consolidation. 19 Most recently, I have turned my research to remedies We have testified in 20 in merger cases and have co-published an article with John 21 Kwoka -- Professor Kwoka is at Northeastern University -- on 22 issues and problems that we have identified with different 23 types of merger remedies, including conduct remedies versus 24 structural remedies, and recently had a piece out in Global 25 Competition Review in their Guide to Merger Remedies. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 135 1 Q. 2 Thank you. By the way, you have been a public servant in the 3 past; isn't that correct? 4 A. 5 Energy Regulatory Commission for about six years, where I 6 coordinated the Commission staff work on electricity mergers. 7 Q. 8 healthcare competition expertise. 9 A. I have been a public servant. I was at the Federal Dr. Moss, please tell the Judge about AAI's So, as I said just a minute ago, we have a diverse 10 array of resources through our advisory boards, through our 11 staff expertise, with expertise in law, economics, 12 institutional issues, and public policy. 13 has focused on a variety of industries, including healthcare, 14 where we have been very active in promoting competition and 15 vigorous review by the federal and the state -- federal 16 agencies and the states to look at these mergers in 17 healthcare at all levels of the supply chain because we have 18 really grave concerns about their effects on competition and 19 on consumers and workers. 20 Q. 21 CVS-Aetna? 22 A. 23 U.S. Department of Justice, Antitrust Division, unpacking the 24 vertical aspects of the CVS-Aetna merger. 25 Tunney Acts in December of 2018 in this Tunney Act And much of that What is the specific advocacy that AAI did on So we submitted a letter back in March of 2018 to the We also filed PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 136 1 proceeding. 2 Q. 3 healthcare advocacy AAI does; studies, reports, things like 4 that? 5 A. 6 economic, policy, and institutional analysis. 7 if not months, to produce a white paper, which is typically a 8 heftier, beefier analysis. 9 basis. Can you give the Judge a brief picture of the kind of So our analyses are fairly deep dives into legal, We take weeks, And we do that on a regular We choose our cases very carefully, cases that we 10 believe raise really seminal issues of law or policy or 11 economics. 12 And I'm not shy about saying that I think that AAI's 13 work is generally regarded as independent and objective and 14 very high quality. 15 Q. 16 past? 17 A. 18 courts in a number of areas, including our amicus briefs, our 19 white papers, and letters in a variety of cases. 20 recently cited or referred to as a titan in the antitrust 21 arena, something that we were very gratified to hear. 22 Q. Dr. Moss, have courts relied on AAI's advocacy in the I believe that to be true. And we have been cited by Most Thank you. 23 Dr. Moss, given your expertise in antitrust and 24 healthcare, what are the important lessons for the Court 25 today from what you have heard from Dr. Sood and PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 137 1 Dr. Wohlfeiler's testimony? 2 A. 3 observations so far that I would like to offer to the Court 4 about this particular merger and consolidation in healthcare 5 more generally. 6 So I think there are three major takeaways or I would like to emphasize that we are really at an 7 inflection point in consolidation in the healthcare 8 industries. 9 consolidation in all levels of the healthcare supply chain; There has been sweeping and massive 10 in hospitals, in pharmacy benefit manager markets, in retail 11 pharmacy markets, in health insurance. 12 from is pretty vigorous competition by standalone rivals at 13 each level in the supply chain. 14 model of well-ventilated, competitive markets where rivalry 15 produces the low prices and the high quality and innovation 16 for consumers. 17 now have vertically integrated platforms of insurers and 18 pharmacy benefit managers and pharmacies. 19 Express Scripts-Cigna just went through. 20 UnitedHealthcare and Optimum as a vertically integrated 21 insurer and PBM. 22 another vertically integrated entity. 23 the press of Centene and WellCare merging in another vertical 24 combination. 25 What we have moved We have moved from that We've moved from that to a system where we For example, We have We now have CVS-Aetna on the table as yet I have seen mention in So what this does is it fundamentally changes the PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 138 1 structure of the industry, and it changes the incentives and 2 the abilities of these firms to compete hard on price and 3 quality, because through vertical integration, they have 4 incentives, much of which we have heard about today from 5 Dr. Sood, incentives to foreclose their rivals or to make it 6 difficult for their rivals to compete. 7 vertically integrated firms -- and it is not even a bunch, it 8 is just going to be a few when this is all over -- 9 unfortunately have very conflicted incentives to promote So having a bunch of 10 competition, to serve and deal with their rivals at arm's 11 length, and that raises serious issues for consumers and 12 competition. 13 The second point I would like to make is that this is 14 really a very high-stakes game. 15 implicated by the CVS-Aetna merger, but taxpayers are 16 implicated through the Medicare Part D and low-income subsidy 17 program. 18 from the previous witness, who are potentially in danger. 19 And these are important parts of consumers' pocketbooks. 20 Insurance premiums are an enormous part of a pocketbook or 21 family spending. 22 spending for healthcare providers. 23 are approaching about 20 percent of total healthcare 24 expenses. 25 Not only are consumers We have high-risk individuals, as we just heard Drugs costs are an enormous part of And I believe drug costs We also have a quality issues. This is not just PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 139 1 about price and higher premiums and higher drug prices and 2 costs, but it is about quality. 3 prevention. 4 about innovation, innovating new technologies, new drugs, new 5 business models to serve competition and consumers. 6 7 8 9 It is about disease It is about keeping mortality rates down. It is So I just want to emphasize the price and the non-price dimensions. Finally, the third point or takeaway, and Dr. Sood spoke to this really terrifically well, is high concentration 10 in markets should be given a significant amount of weight. 11 And it is a strong -- creates a strong presumption of 12 illegality under Section 7, which is an incipiency doctrine, 13 as we know. 14 here is in regard to consolidation in these PDP markets and 15 the requirements that creates for a very effective remedy to 16 ameliorate those concerns. 17 And the reason why concentration is so important But when we turn to the vertical issues, it is also 18 extremely important to realize that high concentration in PBM 19 and pharmacy markets and also in health insurer markets 20 really limits choices for consumers to switch away from a 21 company that might be engaging in anticompetitive conduct. 22 So we don't need a lot of rocket science and 23 bargaining theory. This is pretty simple stuff. When you 24 have markets that only contain two or three dominant firms, 25 rivals, that really limits the ability for consumers to PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 140 1 switch, or any other participant in the market to switch away 2 from a firm that is vertically integrating or horizontally 3 integrating. 4 Q. 5 switching. 6 suggested, like Dr. Wohlfeiler suggested. 7 consumer just sort of pick things up and move from one 8 insurance plan to another plan? 9 A. Dr. Moss, let's spend a moment on that difficulty of So let's say that tomorrow there is a new policy Why can't a Well, the most obvious reason is because they're 10 aren't many options. 11 which is essentially a "must have" pharmacy network for many 12 insurers and there are very few options to turn to, then that 13 limits the opportunities. 14 Right? If you can't deal with CVS, Secondly, there is in many cases brand name loyalty 15 that creates a lock-in effect for some consumers, health 16 insurers, for example, in preventing switching. 17 fundamentally, when you have very few rivals in a market, 18 economic theory and evidence shows that higher levels of 19 concentration contribute to either following behavior by 20 firms or coordination between firms, which results in higher 21 prices and lower quality. 22 But, So consumers are really disadvantaged by tight 23 oligopoly markets where you just have a few rivals. 24 Q. 25 concentration so crucial in this market? Dr. Moss, let's focus on the PDP market. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 Why is 141 1 A. So in the PDP market, I would note that the 2 government, in its complaint -- I'm sorry -- the competitive 3 impact statement actually led with the statement that 4 competition is critically important in these PDP markets. 5 They say Congress designed the Medicare Part D program to 6 rely on competition -- 7 THE COURT: 8 THE WITNESS: 9 Sorry. 10 Slow down. -- among multiple plan sponsors. PDPs are really, really increasingly important to 11 consumers. There's been 6 percent year-over-year growth in 12 Medicare Part D enrollments from 2006 to the present. 13 There's been an 18 to 30 percent growth in Medicare's share 14 of U.S. retail prescription drugs spent between about the 15 same period of time. 16 increasingly important to consumers, particularly seniors, 17 low-income consumers, at risk-types of market participants. 18 We're concerned that average monthly premiums have So the Medicare Part D PDP plans are 19 escalated rapidly, especially since 2015. 20 11 percent increase in premiums for standalone PPDs, and a 53 21 percent increase in premiums for low-income-subsidy 22 enrollees. 23 premiums for populations, consumer populations, that are at 24 risk. 25 There's been an Those are really, really significant increases in The other reason why concentration is so critically PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 142 1 important is because when you have a market that is dominated 2 by entrenched large firms and a very small fringe of tiny 3 firms, much like we see in the PDP markets, then it is really 4 hard for those smaller firms to inject any competitive 5 discipline in the market. 6 resources. 7 need scale. 8 pharmacies and other providers. 9 They need access to financial They have to engage in multi-year planning. They need personnel. They They have to contract with So, unfortunately, with highly concentrated markets, 10 as we see in insurance and in pharmacy and PBMs, we just 11 don't have smaller firms that have the heft and the ability 12 to inject competitive discipline. 13 Q. 14 effectively expand in the PDP market? 15 A. 16 failures of smaller firms to be able to enter. 17 of the CVS-Aetna merger and the Express Scripts-Cigna merger, 18 where we are seeing more and more vertically integrated 19 platforms, that will raise entry barriers significantly 20 because firms can't enter at just one level anymore. 21 firm can't have an innovative online pharmacy model and 22 really effectively enter without having integration into a 23 base of insurance customers, for example. 24 25 What are the obstacles for those smaller firms to I think they're very limited. And we have seen In the case So a So all of this consolidation in the industry, including this merger, has really raised barriers to entry PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 143 1 for smaller market participants. 2 Q. 3 they in effect force firms to consolidate recognizing that 4 they can't expand? 5 A. 6 just a few entrenched dominant firms and a very small fringe 7 of struggling rivals, I think it creates a scenario where 8 small firms are more easily picked off by the larger firms, 9 which creates yet another wave or another cycle of Do those factors lead to further consolidation? Yes. I think that firms in a market where you have 10 consolidation. 11 Q. 12 is if this acquisition is consummated. 13 A. 14 Dr. Sood I think has done a really terrific job of 15 highlighting the high levels of market concentration in 16 multiple regions under the PDP plans. 17 Do Let's talk about how highly concentrated the market So we're talking about PDPs, PDP markets. So I believe the DOJ's complaint states that 12 Part D 18 regions, which is about 75 percent of the relevant geographic 19 markets, will result in large increases in concentration. 20 CVS-Aetna would account for more than 35 percent of the 21 low-income-subsidy-eligible beneficiaries in an additional 22 nine regions. 23 So, clearly, the merger results in anti- -- will 24 likely result in anti-competitive effects and anti-consumer 25 effects in these PDP markets, and is really presumed to PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 144 1 enhance the market power. 2 presumption of illegality or the structural presumption of 3 illegality comes in here. 4 Q. 5 whether the effects from increased concentration or other 6 forms of anti-competitive harm. 7 price. 8 price effect. 9 So that's where this strong Let's spend a few minutes, Dr. Moss, talking about We've talked a bit about I presume the witnesses tomorrow will say there is no What is your response to that? 10 A. 11 Dr. Soot has cited and that I have certainly seen is that 12 premiums will increase as a result of consolidation. 13 quality may well go down as a result. 14 may be a degradation in coverage. 15 in terms of the drugs that are offered in the plans. 16 may be fewer incentives, for example, to protect consumers', 17 subscribers' privacy. 18 competition issue. 19 innovate in terms of providing better service, new products, 20 faster to market. 21 Well, I think all of the empirical evidence that And There may be -- there There may be a degradation There That is a sort of a quality And certainly much less pressure to So I think both the price and the non-price effects 22 from a highly concentrated merger like this in the PDP 23 markets is really a very serious concern. 24 25 THE COURT: The non-price effects include availability of drugs, more readily available? PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 145 1 THE WITNESS: 2 THE COURT: Absolutely, yes. So putting price aside, which is 3 obviously one barometer of evaluating whether it is in the 4 public interest or not -- 5 THE WITNESS: 6 THE COURT: 7 -- availability or lack of availability to drugs -- 8 THE WITNESS: 9 THE COURT: 10 Yes. Right. -- what would be probably next most important after that in the non-price? 11 THE WITNESS: From a non-price effect? 12 So availability of the drugs. Is the coverage in 13 terms of the portfolio or the formulary appropriate for the 14 subscribers? 15 there are fewer incentives with less competition to innovate 16 on newer, better business models or delivery systems for 17 drugs to really bear down on efficient contracting practices 18 with drug companies and other members of the supply chain. 19 Are there drugs that are in demand? I think So the non-quality aspects of competition I think are 20 really, really as critical as the price effects of 21 competition. 22 BY MR. BALTO: 23 Q. Let's go back -- just to fully inform the Court, 24 let's go back to Dr. Wohlfeiler's testimony and recall what 25 he testified about, about the relationship between the PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 146 1 pharmacist and the patient, the advice that they receive, or 2 the concerns about privacy. 3 Are those kinds of concerns cognizable? Are those 4 the kinds of concerns that the Court should look at? 5 A. 6 concerns. 7 I believe the Court should legitimately look at those What we have found through research is a record of, 8 for example, independent pharmacies having a much harder time 9 competing as a result of practices by PBMs in a highly 10 concentrated market. And consumers have lost, for example, 11 access to independent pharmacies that offer counseling 12 services for risk of heart disease and diabetes. 13 types of services may well disappear as a result of the 14 integration that we're seeing here. 15 Q. 16 the coverage is or providing the 35-day call, the loss of 17 services like those would be cognizable? 18 A. Absolutely. 19 Q. Okay. 20 or not this is an effective merger remedy. And those So something like AHF's offering drugs no matter what Well, we're here today to talk about whether 21 Dr. Moss, first of all, give the Judge your 22 perspective generally, looking at hundreds of merger 23 remedies, about what it is the agencies and courts are 24 supposed to do and whether or not that effectively works. 25 A. The agency's own guidelines state that a merger PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 147 1 remedy should fully restore competition lost by the merger. 2 Another way of saying that is that the remedy must preserve 3 competition, essentially as if the merger had never occurred. 4 So that's what an effective remedy essentially is, is 5 one that fully restores competition lost by the merger. 6 effective remedy should really align with a magnitude of 7 competitive and consumer harm. 8 the concern, as we see here in the PDP markets with the 9 effect of this merger, really is a heavy lift on crafting a 10 Right? An So the more serious remedy that is going to fully restore competition. 11 And I would note for the record that sometimes the 12 most effective remedy is for the government to move to block 13 the merger, in fact. 14 previous insurance mergers, in Anthem-Cigna and also in 15 Aetna-Humana where both mergers were essentially denied 16 because they were concentrative and would have created 17 significant harms. 18 And we have seen that. We saw that in In AIA's 20 years of research and advocacy, we have 19 seen a growing list of a number of failed remedies. And this 20 remedy, the PDP remedy here, concerns us because it bears a 21 lot of resemblance to some of these other cases. 22 example, in the healthcare space, UnitedHealth and Sierra 23 merged, Aetna and Prudential merged, and Humana and Arcadian 24 merged. 25 years. For These all occurred within the last, say, 10 or 15 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 148 1 So in the first two of those cases, 2 UnitedHealth-Sierra, Aetna-Prudential, after a divestiture, 3 it was documented empirically that rates went up, that 4 premiums went up. 5 if the divestiture were put into place and then prices went 6 up afterward. 7 So that would not be an effective remedy In Humana-Arcadian, WellCare had assumed those assets 8 in several counties in Arizona and then two years later 9 exited the market. That would not be an effective 10 divestiture because the buyer was unable to maintain or 11 reinject competition. 12 We have seen failed remedies in Safeway-Albertsons, 13 in Dollar Tree-Family Dollar, in Hertz-Dollar-Thrifty, all 14 buyers who were unable to maintain the assets who could not 15 step into the shoes of the merging party that divested the 16 assets. 17 and that the harmful effects of the merger actually did occur 18 because the remedy was not successful. 19 similar concerns in this case. 20 Q. 21 struck out? 22 A. In the Humana-Arcadian merger, that is correct. 23 Q. Is part of what the agencies -- how do the incentives 24 and abilities of the firm that is acquiring the assets, how 25 is that included in the analysis? So all of this means that a remedy was ineffective And we have very So the last time WellCare had a divestiture, it PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 149 1 A. 2 the shoes of the market participant from which the assets are 3 being purchased really requires a lot of things to fall into 4 place pretty quickly and successfully. 5 So to fully restore competition or step right into So there are really three major observations about 6 why that is likely not to be the case in CVS-Aetna in PDP 7 markets. 8 9 One is simply the highly concentrated nature of the PDP market. And we heard this, of course, from Dr. Sood. 10 But the punch line up front is that because of high 11 concentration and just having a few firms in this market, 12 United and Humana and CVS, I believe Express Scripts is in 13 there a little bit, WellCare post-divestiture would have a 13 14 percent market share, but because they're aren't any smaller 15 firms and because WellCare was really on the fringe of even 16 being a good candidate, you really don't have many 17 possibilities as buyers of divested assets to reinject that 18 competition. 19 Q. 20 market to enter into even if you're given that boost of the 21 additional Aetna lives? 22 A. 23 So you're saying this is basically a very tough Absolutely. And so there are several concerns as a second point 24 about WellCare Health not being well positioned to 25 successfully compete after it assumes the assets. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 It is much 150 1 smaller relative to Aetna. 2 in terms of enrollees. 3 scope and the brand reputation that Aetna has. 4 about that. 5 It is about a quarter of the size It lacks the economies of scale and We've talked Also of concern is the fact that when WellCare Health 6 assumes Aetna's PDP enrollees, they will need to absorb about 7 180 percent increase in enrollees in a really short period of 8 time. 9 That's an enormous uptick in the number of enrollees. We also know that WellCare Health has struggled a bit 10 between 2014 and 2017. 11 4.6 percent of their enrollees in these PDP plans that they 12 have. 13 They lost on average annually about And as I just mentioned, they exited the market very 14 shortly after buying assets in the Humana-Arcadian merger. 15 Q. 16 effectively restore competition, which you said earlier is 17 fully restore competition, how crucial are these elements, 18 the past history and the perspective of how much it has 19 to -- 20 A. 21 consideration in determining whether WellCare Health is a 22 viable buyer of the assets and whether they are going to be 23 able to reinject the competition. 24 25 In determining whether a firm has the ability to Oh, I think they absolutely bear serious To be honest, the way the consent -- the remedy is structured in the consent decree raises additional concerns. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 151 1 It is a very limited set of assets. It is sort of riding on 2 the border of being a divestiture of an ongoing business 3 versus just a bundle of selected assets, which the FTC has 4 had a lot to say about in examining its own divestitures. 5 Brand loyalty could well limit WellCare's ability to attract 6 customers later on. 7 Health to quickly step in. 8 agreement that's part of the remedy expires at the end of 9 this year. It puts enormous pressure on WellCare The administrative services And Aetna can start re-marketing products under 10 its own brand name and the CVS brand name in less than two 11 years. 12 13 Okay? Aetna employees are not being transferred with the contracts, the PDP contracts. 14 So if you take all of these factors together, you 15 have a track record and you have a remedy and you have a 16 market, and critical attributes of the market in terms of 17 high concentration that really call into question the 18 efficacy of this remedy in addressing the very serious harms 19 that are identified in the complaint. 20 Q. 21 this for the Court. 22 Dr. Moss, let's spend a little time unpacking some of The administrative services agreement expires in 23 2019. Why is that important to WellCare in being able to 24 effectively enter the market and fully restore competition? 25 A. So, in many divestitures, there will be the actual PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 152 1 divestiture of the asset itself, although in this case this 2 isn't a manufacturing facility. 3 contracts. 4 to be support. 5 records. 6 the expertise and the advice of the original owner of the 7 assets. 8 the contracts and ability to use the brand name of Aetna for 9 a year -- I believe it's a year -- those are all sort of 10 ancillary but vitally important to supporting the actual 11 divestiture of the assets itself. 12 13 14 It is a collection of But other things need to go with it. There needs There needs to be transfer of information and There needs to be ability for the buyer to tap into So this collection of support in terms of access to And that, as I said, is only in place for about seven more months. So WellCare will have to really hit the ground 15 running fast and scale up fast and assume an enormous inflow 16 of enrollees to be able to reinject this competition. 17 18 19 20 THE COURT: Do you have any idea what percentage of CVS's business is devoted to the PDP program? THE WITNESS: You mean in terms of their overall, for example, overall revenues? 21 Your Honor, I do not have that number. 22 THE COURT: 23 Do you know, would it be lesser or greater than the other non-PDP services that it provides? 24 THE WITNESS: 25 THE COURT: In terms of CVS's business? Uh-huh. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 153 1 2 THE WITNESS: I could guess, but I'm reluctant to guess. 3 THE COURT: 4 What, if any, significance do you view the 5 apparent -- I think, if I understood Dr. Sood earlier today, 6 the apparent strengthening of CVS's PBM services ability as a 7 result of this merger as it relates to its other businesses? 8 9 I don't want you to guess. THE WITNESS: Sure, sure. So CVS can continue to -- can continue to aggressively expand its PDP plans. 10 Aetna can essentially reenter the market after a relatively 11 short period of time. 12 incentives for them to continue to do that. 13 I think are big incentives, strong If you take those parameters that have been crafted 14 around the remedy in the consent order and you superimpose 15 that dynamic onto the vertical integration that we see by 16 pairing up a retail pharmacy and PBM with a health insurer, I 17 think you have a rather toxic set of incentives or changed 18 incentives and abilities to potentially make it difficult for 19 rival health insurers to compete or rival pharmacies to 20 compete. 21 So I think the combination of the horizontal 22 integration in the PDP market and the ineffectiveness of the 23 remedy and the vertical integration will significantly change 24 incentives in ways that may be hard to predict but almost 25 certainly will be harmful to competition and to consumers. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 154 1 And I don't mean hard to predict in that we can't 2 talk about what they are likely to be, but hard to predict in 3 the sense that you're now dealing with a very complex, even 4 more complex integrated business ecosystem where CVS and 5 Aetna, with their affiliates in multiple businesses, will be 6 leveraging across all of those different businesses in the 7 post-merger, post-divestiture world. 8 9 BY MR. BALTO: Q. In other words, CVS having control of a PBM and 10 control of "must have" retail pharmacies can use that 11 leverage to forestall competition in other areas? 12 A. 13 CVS brand and retail pharmacy and certainly PBM is viewed by 14 rival insurers as being a "must have" input. 15 stronger case than I think the case in the last big vertical 16 merger, AT&T-Time Warner -- 17 THE COURT: Right. 18 one. 19 thought. Yes, I think it goes without saying that the A much, much We heard about "must have" TV in that It didn't turn out to be as "must have" as some people 20 THE WITNESS: I agree with you. 21 I would argue in this case this is a much stronger 22 case for why input foreclosure could be very damaging and why 23 these CVS pharmacy networks really are essential for rivals 24 to compete. 25 BY MR. BALTO: PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 155 1 Q. Let's go back to drugs. So the point about brands, 2 why is brand really important and the fact that they only 3 have the brand for a short period of time and that CVS can 4 reuse the Aetna brand -- 5 A. 6 role of brand loyalty in shaping demand, controlling demand, 7 if you will. 8 lock-in effects where it really limits consumers' willingness 9 to switch to rivals, rival providers. Well, a lot of economic research has been done on the We know that brand loyalty creates what we call I think in the 10 healthcare industry brand loyalty is very, very significant. 11 You're talking about people's healthcare, you're talking 12 about access to drugs. 13 14 THE COURT: Are you talking across the board or in the PDP in particular? 15 THE WITNESS: I think across the board. 16 For example, this is my prescription drug card, and 17 it is stamped in red with "CVS/Caremark" across the top. 18 is in the largest font on the card. 19 significant recognition by the companies that their brand 20 carries a lot of weight. 21 And that indicates a So an unwillingness of consumers to venture out to 22 switch to a lesser known provider, for example, WellCare 23 Health, would be a pretty significant consideration. 24 25 It And if WellCare only has the ability to market under Aetna's brand for a year and then in less than two years PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 156 1 Aetna can reenter and start marketing again under their own 2 name, that doesn't give WellCare Health very much time to do 3 anything in terms of injecting competition into the market. 4 THE COURT: So do you agree with Dr. Sood that 5 they're likely to believe as of now that they're not going to 6 retain a high percentage of the customers that they have 7 acquired? 8 9 THE WITNESS: I do. I think that's a really important analysis that Dr. Sood did, the retention analysis. 10 And I think it is spot on, and it is very important to 11 consider that. 12 retention rate. 13 It will very likely not be a hundred percent BY MR. BALTO: 14 Q. 15 alternatives would be simply to block the merger. 16 of years ago that happened in the Aetna-Humana merger. 17 Bates, evaluating the remedy in that merger, rejected it. 18 How does the proposed remedy in that merger compare to the 19 proposed remedy here? 20 A. 21 two. 22 assumed by WellCare Health. 23 increase in what WellCare will have to absorb into its 24 business very quickly. 25 Dr. Moss, you mentioned before that one of the A couple Judge So I think that there is a stark contrast between the Here you're talking about 2.1 million enrollees being That, again, is 180 percent In the Aetna-Humana case, the proposed divestiture of PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 157 1 almost 300,000 lives, covered lives, to Molina, the court 2 concluded that it would not effectively restore competition. 3 That is a mere fraction of the size of a divestiture as 4 compared to the one that is being proposed here, and that was 5 rejected, not only by the government, but by the Court, as 6 well, in the Aetna-Humana merger, which was the number one 7 reason why the merger was challenged and effectively blocked. 8 Q. 9 perhaps raises your -- even beyond what you have testified so 10 far that raises your concerns like any proposed acquisitions? 11 A. 12 Centene will be acquiring WellCare Health or could -- is 13 proposed to acquire WellCare Health. 14 on that. 15 integrated insurer and PBM and integrated company. 16 the purposes of the remedy, it is very troubling to hear the 17 news that WellCare, so shortly after acquiring the assets, 18 the PDP assets from Aetna, would be absorbed yet into another 19 integrated healthcare organization. 20 that's concerning for the remedy is because that would be a 21 very different animal than WellCare is right now. 22 right now looks very differently than it would if it were 23 merged into Centene. 24 organization. 25 incentives and abilities to use those PDP assets to maintain Is there anything that has happened recently that Sure. So it is in the news, only in the news that So a couple of things One is it will create yet another vertically But for And the reason why WellCare It would be a much larger integrated It would have fundamentally different PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 158 1 them or not to maintain them than the WellCare Health that we 2 see today that is the proposed buyer of the PDP assets. 3 So having a big vertical merger quickly on the tails 4 of this proposed divestiture I think changes the landscape 5 fundamentally because you have very different incentives in 6 that larger integrated organization and how those PDP assets 7 would be maintained. 8 Q. 9 the divestiture? Okay. Is there anything else you want to say about 10 A. That's all I have. 11 Q. Okay. 12 Great. Let's move on to vertical concerns. Can you give the 13 Court a sense -- I think you already have -- about why there 14 are concerns from vertical acquisitions in healthcare and 15 then what are those concrete concerns in this market. 16 A. 17 surrounding vertical mergers and how they can affect 18 competition and consumers. 19 foreclosure theories, right, where you pair up an input 20 supplier with a distributor or a manufacturer with a 21 distributor. 22 have assets that give them leverage or bargaining power over 23 their rivals in two levels of market, an upstream market and 24 down stream market. 25 potential foreclosure concerns are not only input So I would observe that there are four major concerns One is through the standard Now that firms are vertically integrated, they In this case, in CVS-Aetna, the PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 159 1 foreclosure, which would be potentially raising the costs or 2 cutting off rival insurers' access to "must have" CVS 3 pharmacies and PBM services, but also what we call customer 4 foreclosure, which would essentially be denying rival 5 pharmacies and PBMs the ability to get at Aetna as a 6 potential customer. 7 know. 8 9 So the two foreclosure theories, as you The second concern with vertical mergers is -- I've already alluded to -- is the creation of much higher barriers 10 to entry, where with a bunch of vertically integrated firms, 11 very difficult for any firm to enter at a single level. 12 have got to come in at multiple levels. 13 -- scaling that wall would be very, very difficult. 14 They And that really just Vertical mergers can also facilitate coordination 15 amongst firms through information exchange between the 16 upstream and the downstream affiliates, which I think we've 17 heard about in some other vertical mergers. 18 course, vertical mergers can eliminate potential competitors. 19 And then, of The concerns of the consumer groups here in this 20 particular case fall most squarely on the foreclosure 21 concerns, input foreclosure first and customer foreclosure. 22 Q. 23 this is CVS will deny access to its pharmacies and it will 24 screw up access to Caremark. 25 perspective, how crucial is access to an effective PBM? From the perspective of insurers, I gather so part of So from the insurer's PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 160 1 A. So I think it is well recognized that from an 2 insurer's standpoint that having access to the depth and the 3 scope of the CVS pharmacy and PBM networks is really 4 essential to be able to compete in these markets. 5 Insurers want to offer that feature to their 6 potential customers -- plan sponsors, pension funds, you name 7 it -- that ultimately benefit the subscribers to those 8 insurer plans. 9 So when a vertical merger occurs involving a "must 10 have" asset, like the CVS pharmacies and PBM, we have to look 11 really, really carefully and skeptically at the possibility, 12 or we have to carefully assess the possibility that there 13 would be enhanced incentives and ability to make it much more 14 difficult for rival insurers to get access to CVS and Aetna. 15 And that is the case -- that is the case here. 16 So the concern -- 17 Q. By the way, just pause for a second. You said get 18 access. Maybe that creates an impression like, no, no, no, 19 no, CVS won't allow anybody to have access to their PBM. 20 it get access or is it more than that? 21 inferior access? 22 A. 23 clarification. Is Is it like providing Of course, it is more than that. Thank you for that 24 So it is sort of a spectrum of possible concerns. 25 One is they can -- they can do things, engage in behaviors PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 161 1 that make it -- that would raise the cost of rival insurers. 2 They could just hassle them and engage in -- and I will go 3 through a list of what potentially is on the table here. 4 5 THE COURT: Could they require them to get their drugs only at CVS? 6 THE WITNESS: 7 THE COURT: 8 9 Absolutely. Would that be legal or illegal, as far as you know? THE WITNESS: As far as I know, barring any legal 10 constraint on that, I think the more powerful and the more 11 market power CVS has through this merger or other mergers, 12 the more attractive it becomes for them to force rival 13 insurers into exclusive networks. 14 THE COURT: If they didn't do that, could they at a 15 minimum tell their customers that if you don't go to CVS, 16 either your co-pay will be -- won't be a contribution from us 17 or the co-pay will be much higher? 18 THE WITNESS: Absolutely. And that has actually 19 happened. About four years ago CVS engaged in an 20 anti-smoking policy where they informed their customers, 21 their Caremark customers, that if they purchased their drugs 22 from a rival pharmacy that sold tobacco products that they 23 would be -- they would pay a $15 extra co-pay. 24 THE COURT: Was that challenged as to its lawfulness? 25 THE WITNESS: I don't know. But I did not -- in PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 162 1 doing follow-up, I was not aware of any legal challenge to 2 that. 3 THE COURT: Interesting. 4 THE WITNESS: But there are also other mechanisms. 5 For example, in raising the cost of rival insurers or just 6 frustrating access, which would be more of a full foreclosure 7 kind of scenario, CVS-Aetna could develop formularies that 8 exclude important drugs that are in demand by subscribers of 9 rival health insurers. 10 Dr. Sood articulately outlined the lack of 11 transparency and the failure, for example, to pass on rebates 12 to rival health insurers. 13 They could design their pharmacy networks in a way 14 that excludes important options like specialty pharmacies. 15 That's key. 16 17 As you mentioned, they could force their rival insurers into exclusive CVS/Caremark networks. 18 They can use information that they gather about rival 19 subscribers and drug spend to impair their ability to 20 compete, to beat them to the punch, for example, on new 21 marketing plans, targeting certain segments of their customer 22 base. 23 simply deny to fill prescriptions for their rival -- for 24 rival insurers. 25 And then certainly, you know, the ultimate would be to So it is troubling that there is such a robust list PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 163 1 of mechanisms through which CVS and Aetna could effectively 2 foreclose rival health insurers. 3 important in this case to recognize that high levels of 4 concentration -- high levels of concentration -- are really, 5 really -- really, really important. 6 insurers can't get access to CVS, who do they turn to? 7 do they turn to, to avoid any sort of anti-competitive 8 conduct by the merged company? 9 And again, it is critically Right? If rival Who You don't need complicated economics to figure that 10 out when options are so limited by high concentration that 11 that is determinative of an anti-competitive, anti-consumer 12 effect. 13 BY MR. BALTO: 14 Q. 15 you don't mean totally exclude, it could also mean providing 16 discriminatory access or harming them in some other fashion; 17 right? 18 A. Correct. 19 Q. I'm sure that the nice witnesses tomorrow will tell 20 the Court that these insurers are really bright and they 21 could detect those strategies and easily switch to another 22 PBM. 23 Let's step back for just a second here. By exclude, What is wrong with that theory that they could easily 24 detect those strategies, especially for something like PBM 25 rebates and easily switch to another PBM? PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 164 1 A. 2 alluded to this earlier -- a lack of transparency in terms of 3 whether health insurers even know they're getting the best 4 deal from their PBM. 5 much benchmarking in the industry in terms of whether the 6 prices that an insurer pays are actually competitive or not. 7 Well, I think a lack of transparency -- and Dr. Sood THE COURT: Very hard to tell. There is really not Is there any research that indicates that 8 the average insurer has ever heard of what a PBM is, or have 9 any idea what a PBM is. Before I got this case, I never even 10 heard the expression PBM. 11 is a major, major in this entity. 12 in this area of business and law, you would never -- I don't 13 think the average insured person would have any idea what a 14 PBM is? 15 16 17 Never heard of it. I now know it But unless you're steeped They have no idea. THE WITNESS: I think you're right. I think you're absolutely right. But I would also add, just to flesh this out a bit, 18 that the lack of transparency in the PBM industry, nobody 19 knows how big the rebates are, do they ever get passed 20 through to the final subscriber. 21 22 23 THE COURT: All of this -- Congress doesn't require them to report any of this? THE WITNESS: And this has triggered state level 24 initiatives to combat this lack of transparency and the power 25 that is held by the PBMs in this very murky -- very murky -- PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 165 1 intermediary type -- 2 THE COURT: 3 THE WITNESS: 4 They're the middlemen. Exactly, they are the middleman, for sure. 5 BY MR. BALTO: 6 Q. 7 from being able to disclose lower cash prices, as we heard 8 today. 9 In fact, Dr. Moss, PBMs have restricted pharmacies Let's go on to the customer foreclosure concerns. 10 Why does access to customers matter for rivals? 11 A. 12 hear as much about in vertical mergers because it is 13 different and it assumes a very different fact pattern, the 14 story would go something like: 15 killer asset in the form of Aetna as a health insurer and 16 Aetna could conceivably go out and contract with -- an 17 unintegrated Aetna could go out and contract with any 18 pharmacy or any PBM, the logic goes that, now integrated, 19 this very important Aetna asset could be essentially withheld 20 from the market in the fashion that CVS-Aetna would refuse to 21 deal or decline to deal with rival pharmacies and PBMs. 22 that's a problem. 23 there are many mechanisms that could be utilized to engage in 24 customer foreclosure. 25 frustrates competition in the pharmacy and in the PBM markets So the customer foreclosure theory, which you don't Because CVS now has this That's an absolute problem. And And again, And of course, the concern is, if that PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 166 1 by taking Aetna off the table as a potential customer, then 2 prices will go up, drug prices will go up because there is 3 less competition in the upstream markets. 4 So, again, mechanisms that could be deployed to carry 5 out a customer foreclosure theory would be forcing Aetna 6 subscribers to convert to CVS/Caremark mail order, this is 7 the exclusive networks problem that you just referred to. 8 They could refuse to grant rival PBMs' affiliations to serve 9 Aetna subscribers. That's a necessity to be able to actually 10 do business with a health insurer. 11 dispensing fees for the independent pharmacies. 12 delay reimbursements to smaller rival pharmacies. 13 cherry-pick profitable prescriptions, take the most 14 profitable for themselves and leave the smaller rivals with 15 the very unattractive low-margin prescriptions. 16 through yet another set of activities or forms of conduct 17 that would make it very difficult for rival PBMs and 18 pharmacies to get access to Aetna. 19 impair competition in the pharmacy PBM market, and input 20 foreclosure would impair competition in the health insurer 21 market. 22 They could drive down They could They can They can go And of course, that would And these are, as I said, very, very concentrated 23 markets with very few options for the impacted consumers, 24 businesses to switch to any other viable option. 25 why high concentration matters. And that's PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 167 1 Q. How does high concentration in the health insurance 2 market make this more problematic? 3 A. 4 insurance market, there are very few -- there are very few 5 options for consumers, for example, who are the victims of an 6 input foreclosure strategy to turn to. 7 market was really well ventilated and we had 10 rival -- 8 robust rivalry between 10 health insurers, very few of these 9 foreclosure concerns would arise in any vertical merger. So when you have high concentration in the health Right? So if the If 10 we had lots of competition in retail pharmacy and PBMs, 11 foreclosure concerns are minimized, if not eliminated 12 completely. 13 switching options are very limited, and consumers are locked 14 in to one provider, one pharmacy network or PBM network, and 15 one health insurer network that really prompts these concerns 16 about effective highly likely types of foreclosure. 17 It is only when high concentration matters, and I would also like to point out that the DOJ in their 18 competitive -- in their response to the public comments in 19 this proceeding fairly swiftly dismissed the foreclosure 20 concerns. 21 I'm looking for -- So, in the context of -- pardon me, Your Honor, 22 THE COURT: Take your time. 23 THE WITNESS: 24 It's in here somewhere. 25 THE COURT: -- the correct page. Why don't you just paraphrase it. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 Give 168 1 me your recollection of it in general. 2 later -- 3 BY MR. BALTO: 4 Q. Look at slide 17, Dr. Moss. 5 A. Here we go. 6 7 8 9 10 If you find it I'm sorry. I should have a staple. together. Apologies. These aren't stapled Staples are very useful. THE COURT: You have five minutes left. I wouldn't worry about it too much. THE WITNESS: Let's go back to input foreclosures. 11 Concerns that post-merger CVS and Aetna have enhanced 12 incentives and abilities to foreclose their rival insurers 13 from access to these "must have" networks. 14 little transparency in DOJ's explanation for why that is not 15 a concern. 16 would be unprofitable for them to cut off or frustrate rival 17 insurers' access to CVS because they would lose the business. 18 They would just lose the business. 19 switching to other PBMs and pharmacies are significant enough 20 to make this an unprofitable strategy. 21 There is very They state two reasons for that. One is that it And their insurer rivals And the second part of the rationale, according to 22 DOJ, as I read it, is Aetna's inability to capture those 23 customers who are on the short end of the stick because now 24 they can't get access to a really "must have" input that 25 Aetna can't capture those customers. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 169 1 I find, as an economist who studies this stuff 24/7, 2 I find that to be a very murky and ill-supported rationale 3 for why the Court should not consider -- why the government 4 did not consider input foreclosure, and I think it really 5 deserves a hard look. 6 Of course, we don't have access to confidential 7 documents that were produced in an investigation. 8 of our analysis on the basis of publicly available 9 information. 10 We do all But just to finish up this theme, DOJ's logic as to 11 why customer foreclosure is not a concern in this case, 12 meaning cutting off Aetna from rival PBMs and rival 13 pharmacies, is that it is unlikely because Aetna's relatively 14 small share in the commercial insurance markets -- because 15 Aetna has a small share in the commercial insurance 16 markets -- I have trouble with that, significant trouble with 17 that because Aetna competes in more than just commercial 18 insurance markets. 19 have other insurance products. 20 have a small share in commercial markets. 21 insurance products are going to need to have inputs from 22 pharmacy and from PBM services. 23 government's comments, response to the comments, I found that 24 to be -- to lack a lot of transparency and clarity as to why 25 that was a reason why we should not worry about customer They compete in Medicare Advantage. They It doesn't matter that they Any of their So I found just reading the PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 170 1 foreclosure. 2 Q. 3 give the Court much guidance about why there aren't concerns? 4 A. Correct. 5 Q. Going back to the pharmacy-related concerns, is there 6 any other information you've recently gathered that sort of 7 raised your concerns over pharmacy-related issues? 8 A. 9 proposed or possible Centene-WellCare Health merger we would 10 have yet another vertically integrated -- another vertically 11 integrated insurer, pharmacy provider. 12 be fourth or fifth in the lineup. 13 or fifth largest firm. 14 Q. 15 think those concerns are more general or unique to AHF? 16 A. 17 generalizable to, not only at-risk populations that he so 18 clearly articulated, but to any populations. 19 full circle, we're talking about consumers in this case in 20 the PDP markets who are senior citizens, who are low-income 21 consumers, who are sometimes at-risk individuals. 22 impacts are really significant. 23 about, not only those consumers, but the effects of higher 24 costs and higher premiums and higher rates on taxpayers who 25 fund the Medicare Part D programs. So those two sentences on vertical foreclosure don't Well, I think, to return to the theme of Centene, the Probably that would They would be the fourth Going back to the concerns of Dr. Wohlfeiler, do you No, I think they're much more -- they are And to come And those And we're also talking PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 171 1 In terms of the vertical concerns, I think the 2 impacts would be on all of us. All of us would face 3 significantly higher premiums, higher drug costs, as a result 4 of this merger but, more generally, this sort of fundamental 5 restructuring in the industry that this merger really 6 contributes to. 7 Q. 8 be protected if the Judge signs the proposed Final Judgment? 9 A. So will competition be fully restored and consumers I do not think they would be at all. I think 10 consumers would be greatly -- competition would be 11 imperilled, and consumers would be greatly at risk. 12 THE COURT: Thank you, ma'am. 13 THE WITNESS: 14 THE COURT: 15 (Witness excused) 16 THE COURT: Thank you. You may step down. All right. Counsel, we'll reconvene 17 tomorrow morning at 10:45. 18 government's, and Aetna's three witnesses. 19 20 We will hear from CVS, the I believe your first witness is the two-hour witness; isn't that correct? 21 MR. PITT: 22 THE COURT: Yes, Your Honor. We will hear from that one first. We 23 probably won't finish it before lunch, but we might, it's 24 possible. 25 in the afternoon. And then we will hear from the other two witnesses PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 172 1 So I will see you in the morning. 2 Mr. Habash, come up. 3 (Bench conference not reported) 4 (Proceedings adjourned) 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 173 1 CERTIFICATE OF OFFICIAL COURT REPORTER 2 3 I, Patricia A. Kaneshiro-Miller, certify that the 4 foregoing is a correct transcript from the record of 5 proceedings in the above-entitled matter. 6 7 8 9 /s/ Patricia A. Kaneshiro-Miller ---------------------------------PATRICIA A. KANESHIRO-MILLER June 4, 2019 --------------------DATE 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 174 2000s [1] - 105:15 2006 [1] - 141:12 2011 [1] - 104:12 2014 [1] - 150:10 2015 [1] - 141:19 2017 [1] - 150:10 2018 [2] - 135:22, 135:25 2019 [3] - 89:7, 151:23, 173:8 202 [1] - 91:5 20530 [1] - 89:18 20815 [1] - 90:25 21 [1] - 98:14 24/7 [1] - 169:1 2:10 [1] - 93:2 2C [1] - 90:11 $ $1,500 [1] - 129:22 $10 [1] - 120:19 $15 [1] - 161:23 $2 [1] - 120:21 $3,000 [1] - 129:22 $50 [1] - 130:20 $75 [1] - 130:20 $900 [1] - 121:14 / /s [1] - 173:8 75 [1] - 143:18 8 80 [1] - 109:17 8030 [1] - 90:25 85 [1] - 111:2 9 90 [1] - 97:7 90013 [1] - 89:21 93 [1] - 92:5 95 [1] - 109:18 96 [1] - 117:22 0 A 3 03801 [1] - 90:11 1 1 [2] - 89:8, 101:12 1.1 [1] - 103:6 10 [6] - 95:22, 115:21, 115:23, 147:24, 167:7, 167:8 1000 [1] - 90:19 101 [1] - 92:5 104 [1] - 112:7 104-day [1] - 112:4 10:45 [1] - 171:17 11 [1] - 141:20 1110 [1] - 90:22 12 [2] - 106:18, 143:17 12th [1] - 90:8 13 [1] - 149:13 133 [1] - 92:6 14 [1] - 95:20 15 [2] - 103:3, 147:24 15-minute [1] - 132:23 159 [1] - 90:10 17 [1] - 168:4 1720 [1] - 89:20 17th [1] - 90:16 18 [2] - 106:18, 141:13 18-2340 [1] - 89:5 180 [2] - 150:7, 156:22 1900 [1] - 90:5 19103-4196 [1] - 90:17 1990 [2] - 104:15, 104:24 1996 [1] - 105:15 2 2.1 [1] - 156:21 20 [8] - 94:23, 94:25, 97:8, 97:9, 97:16, 134:6, 138:23, 147:18 20001 [1] - 91:4 20004 [1] - 90:20 20005 [2] - 90:8, 90:23 20006 [1] - 90:6 30 [4] - 90:16, 110:24, 114:16, 141:13 300 [1] - 89:20 300,000 [1] - 157:1 31 [1] - 102:22 32399-1050 [1] - 89:23 330 [1] - 90:13 333 [1] - 91:4 34 [1] - 94:3 340B [2] - 102:15 35 [2] - 111:21, 143:20 35,000 [1] - 103:4 35-day [3] - 111:19, 125:25, 146:16 354-3243 [1] - 91:5 4 4 [2] - 89:7, 173:8 4.6 [1] - 150:11 40 [1] - 103:5 450 [1] - 89:17 4700A [1] - 91:3 5 50 [3] - 110:24, 121:12, 130:8 500 [1] - 130:17 505 [1] - 90:19 53 [1] - 141:20 6 6 [1] - 141:11 60 [3] - 103:2, 103:8, 106:7 60611 [1] - 90:14 7 7 [1] - 139:12 70 [4] - 97:11, 97:12, 97:17, 109:17 715 [1] - 90:22 72 [1] - 107:22 725 [1] - 90:8 AAI [3] - 134:14, 135:20, 136:3 AAI's [3] - 135:7, 136:12, 136:15 abilities [5] - 138:2, 148:24, 153:18, 157:25, 168:12 ability [15] - 95:24, 96:3, 101:21, 105:10, 139:25, 142:11, 150:15, 151:5, 152:5, 152:8, 153:6, 155:24, 159:5, 160:13, 162:19 able [8] - 132:3, 142:16, 150:23, 151:23, 152:16, 160:4, 165:7, 166:9 above-entitled [1] - 173:5 absent [1] - 95:4 absolute [1] - 165:22 absolutely [7] - 145:1, 146:18, 149:22, 150:20, 161:6, 161:18, 164:16 absorb [2] - 150:6, 156:23 absorbed [1] - 157:18 ACA [1] - 108:7 Academy [2] - 104:18, 106:22 accepted [1] - 101:25 access [33] - 95:9, 95:11, 96:9, 96:11, 96:12, 119:10, 123:12, 123:13, 125:20, 125:23, 142:5, 146:11, 152:7, 155:12, 159:2, 159:23, 159:24, 159:25, 160:2, 160:14, 160:18, 160:19, 160:20, 160:21, 162:6, 163:6, 163:16, 165:10, 166:18, 168:13, 168:17, 168:24, 169:6 according [1] - 168:21 account [1] - 143:20 accurate [1] - 105:6 acquire [1] - 157:13 acquired [1] - 156:7 acquiring [3] - 148:24, 157:12, 157:17 acquisition [1] - 143:12 acquisitions [2] - 157:10, 158:14 Act [2] - 105:25, 135:25 act [1] - 126:15 Action [2] - 90:21, 133:4 actionable [1] - 95:25 activate [1] - 109:20 active [2] - 134:14, 135:14 activities [1] - 166:16 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 175 Acts [1] - 135:25 actual [2] - 151:25, 152:10 add [1] - 164:17 added [1] - 120:24 addition [3] - 103:8, 104:19, 107:8 additional [5] - 102:5, 116:21, 143:21, 149:21, 150:25 address [2] - 131:15, 133:23 addressed [1] - 133:24 addressing [2] - 131:16, 151:18 adhere [1] - 109:5 adherence [7] - 109:14, 109:17, 109:19, 109:22, 111:17, 124:15, 127:7 adjourned [1] - 172:4 adjudication [1] - 118:18 administrative [2] - 151:7, 151:22 adopt [1] - 108:22 advanced [1] - 106:11 Advantage [5] - 119:7, 128:18, 128:20, 128:24, 169:18 advice [2] - 146:1, 152:6 advisory [1] - 135:10 advocacy [5] - 134:10, 135:20, 136:3, 136:15, 147:18 advocate [1] - 126:15 advocating [1] - 134:7 Aetna [70] - 93:21, 93:23, 93:25, 94:2, 94:10, 94:23, 95:10, 95:19, 95:20, 95:21, 96:12, 97:1, 97:2, 97:3, 97:5, 97:8, 97:11, 97:13, 97:15, 97:21, 113:25, 125:13, 126:17, 128:1, 128:17, 133:19, 135:21, 135:24, 137:21, 138:15, 142:17, 143:20, 147:15, 147:23, 148:2, 149:6, 149:21, 150:1, 150:3, 151:9, 151:12, 152:8, 153:10, 154:5, 155:4, 156:1, 156:16, 156:25, 157:6, 157:18, 158:24, 159:5, 160:14, 162:7, 163:1, 165:15, 165:16, 165:17, 165:19, 165:20, 166:1, 166:5, 166:9, 166:18, 168:11, 168:25, 169:12, 169:15, 169:17 Aetna's [6] - 125:2, 150:6, 155:25, 168:22, 169:13, 171:18 Aetna-Humana [4] - 147:15, 156:16, 156:25, 157:6 Aetna-Prudential [1] - 148:2 affect [2] - 125:1, 158:17 affected [1] - 117:15 affects [1] - 102:17 affiliates [2] - 154:5, 159:16 affiliations [1] - 166:8 afford [1] - 111:25 afraid [1] - 131:15 afternoon [1] - 171:25 AFTERNOON [1] - 93:1 Afternoon [1] - 89:9 agencies [4] - 134:15, 135:16, 146:23, 148:23 agency's [1] - 146:25 aggressively [2] - 126:14, 153:9 ago [5] - 95:22, 114:20, 135:9, 156:16, 161:19 agree [3] - 114:11, 154:20, 156:4 agreement [4] - 95:21, 95:23, 151:8, 151:22 AHF [40] - 101:12, 101:18, 101:25, 102:17, 102:25, 103:6, 103:15, 103:18, 104:8, 104:11, 104:12, 104:19, 106:16, 107:1, 107:5, 107:10, 107:14, 108:20, 110:13, 111:1, 111:23, 112:23, 113:10, 113:12, 113:22, 114:6, 114:24, 115:8, 117:15, 118:3, 118:16, 119:2, 122:12, 122:15, 124:7, 125:15, 126:13, 130:5, 131:17, 170:15 AHF's [7] - 102:20, 103:19, 103:23, 103:25, 107:2, 113:19, 146:15 AIA's [1] - 147:18 AIDS [16] - 90:15, 101:10, 101:16, 101:18, 101:20, 101:24, 102:23, 102:24, 103:1, 104:23, 105:5, 110:13, 112:12, 113:8 al [2] - 89:4, 89:8 Alan [1] - 90:24 Albertsons [1] - 148:12 align [1] - 147:6 Allen [1] - 90:12 alleviate [1] - 131:25 allow [2] - 93:17, 160:19 allowed [1] - 119:25 allows [2] - 102:18, 105:20 alluded [2] - 159:9, 164:2 almost [5] - 114:22, 116:20, 134:12, 153:24, 157:1 alone [1] - 118:22 alternative [1] - 131:24 alternatives [1] - 156:15 Alvarado [1] - 89:16 Alvarado-Rivera [1] - 89:16 ameliorate [1] - 139:16 AMERICA [1] - 89:4 American [4] - 90:9, 104:18, 106:22, 134:5 AMERICAN [1] - 90:13 amicus [2] - 98:16, 136:18 amount [3] - 129:18, 130:20, 139:10 analyses [1] - 136:5 analysis [7] - 110:17, 136:6, 136:8, 148:25, 156:9, 169:8 ancillary [1] - 152:10 Andre [1] - 90:21 Angeles [2] - 89:21, 102:23 animal [1] - 157:21 annually [1] - 150:10 Anthem [2] - 98:15, 147:14 Anthem-Cigna [1] - 147:14 anti [12] - 109:19, 110:3, 110:10, 111:17, 143:23, 143:24, 144:6, 161:20, 163:7, 163:11 anti-competitive [4] - 143:24, 144:6, 163:7, 163:11 anti-consumer [2] - 143:24, 163:11 anti-retroviral [2] - 109:19, 111:17 anti-retrovirals [2] - 110:3, 110:10 anti-smoking [1] - 161:20 anticompetitive [1] - 139:21 antitrust [3] - 99:18, 136:20, 136:23 Antitrust [3] - 89:17, 134:6, 135:23 anyplace [1] - 107:15 anyway [1] - 118:12 apologies [1] - 168:5 apparent [2] - 153:5, 153:6 appealing [1] - 130:14 APPEARANCES [2] - 89:13, 90:2 Appearances [1] - 89:25 applies [1] - 102:16 appointment [1] - 108:4 approaching [1] - 138:23 appropriate [1] - 145:13 approval [2] - 131:12, 131:24 approved [1] - 126:15 arbitrary [1] - 118:4 Arcadian [4] - 147:23, 148:7, 148:22, 150:14 area [4] - 98:19, 134:11, 134:14, 164:12 areas [2] - 136:18, 154:11 arena [1] - 136:21 argue [1] - 154:21 arguments [1] - 93:18 arise [3] - 94:12, 98:10, 167:9 arises [1] - 97:18 Arizona [1] - 148:8 arm's [1] - 138:10 Aronica [1] - 90:18 array [1] - 135:10 article [3] - 121:24, 122:2, 134:20 articulated [1] - 170:18 articulately [1] - 162:10 aside [1] - 145:2 aspects [3] - 133:18, 135:24, 145:19 assess [1] - 160:12 assessed [2] - 117:19, 118:3 assessing [2] - 117:17, 120:12 asset [4] - 152:1, 160:10, 165:15, 165:19 assets [19] - 148:7, 148:14, 148:16, 148:24, 149:2, 149:17, 149:25, 150:14, 150:22, 151:1, 151:3, 152:7, 152:11, 157:17, 157:18, 157:25, 158:2, 158:6, 158:22 assigned [1] - 129:2 assistants [1] - 106:13 associated [3] - 93:13, 113:2, 115:12 Association [1] - 90:10 ASSOCIATION [1] - 90:13 assume [1] - 152:15 assumed [2] - 148:7, 156:22 assumes [3] - 149:25, 150:6, 165:13 AT&T [1] - 154:16 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 176 AT&T-Time [1] - 154:16 at-risk [2] - 170:17, 170:21 attitude [1] - 126:9 ATTORNEY [2] - 89:19, 89:22 attract [2] - 94:21, 151:5 attractive [1] - 161:12 attributes [1] - 151:16 August [1] - 104:10 authorization [2] - 126:7, 126:15 authorizations [1] - 126:5 availability [4] - 144:25, 145:6, 145:12 available [3] - 95:1, 144:25, 169:8 Avenue [2] - 90:22, 91:4 average [7] - 98:24, 111:3, 111:5, 141:18, 150:10, 164:8, 164:13 avoid [1] - 163:7 aware [4] - 127:19, 127:22, 128:1, 162:1 B background [2] - 101:14, 134:3 backwards [1] - 94:22 Balto [2] - 90:24, 133:3 BALTO [10] - 90:24, 133:3, 133:11, 145:22, 154:8, 154:25, 156:13, 163:13, 165:5, 168:3 bar [1] - 123:18 bargaining [3] - 99:5, 139:23, 158:22 Barlow [1] - 90:21 BARLOW [7] - 90:21, 100:21, 101:2, 124:25, 130:24, 130:25, 132:7 barometer [1] - 145:3 barriers [4] - 116:8, 142:19, 142:25, 159:9 barring [1] - 161:9 base [2] - 142:23, 162:22 based [3] - 109:14, 130:3, 131:19 basic [1] - 133:17 basis [2] - 136:9, 169:8 Bates [1] - 156:17 bear [2] - 145:17, 150:20 bears [1] - 147:20 beat [1] - 162:20 become [4] - 105:22, 106:18, 107:17, 109:20 becomes [1] - 161:12 becoming [1] - 114:21 beefier [1] - 136:8 BEFORE [1] - 89:11 began [1] - 104:23 behalf [1] - 133:3 behavior [1] - 140:19 behaviors [1] - 160:25 behemoth [1] - 106:4 Bench [1] - 172:3 benchmarking [1] - 164:5 beneficiaries [2] - 97:6, 143:21 benefit [14] - 95:8, 95:13, 97:9, 97:16, 97:18, 97:19, 97:22, 98:24, 116:18, 121:2, 137:10, 137:18, 160:7 benefits [5] - 95:19, 102:8, 108:5, 108:8, 131:1 best [2] - 102:2, 164:3 better [12] - 95:1, 95:3, 95:13, 97:2, 97:3, 97:10, 97:22, 102:25, 105:9, 144:19, 145:16 between [16] - 106:2, 110:24, 111:11, 112:15, 120:25, 124:3, 124:5, 129:22, 133:19, 140:20, 141:14, 145:25, 150:10, 156:20, 159:15, 167:8 beyond [1] - 157:9 big [11] - 96:11, 111:8, 111:14, 112:16, 113:3, 118:1, 119:1, 153:11, 154:15, 158:3, 164:19 biggest [1] - 128:19 bills [1] - 96:19 biographical [1] - 134:3 bit [12] - 102:20, 106:25, 107:9, 112:23, 113:18, 116:17, 117:10, 134:3, 144:6, 149:13, 150:9, 164:17 black [1] - 120:13 block [4] - 110:6, 112:21, 147:12, 156:15 blocked [1] - 157:7 blood [3] - 108:25, 109:16, 112:5 bloodstream [1] - 105:20 board [2] - 155:13, 155:15 boards [1] - 135:10 body [1] - 98:22 boost [1] - 149:20 border [1] - 151:2 bought [1] - 94:22 box [1] - 120:13 Bradley [1] - 90:7 Brady [1] - 89:22 brand [15] - 140:14, 150:3, 151:5, 151:10, 152:8, 154:13, 155:2, 155:3, 155:4, 155:6, 155:7, 155:10, 155:19, 155:25 brands [1] - 155:1 break [1] - 93:12 brief [3] - 98:16, 98:18, 136:2 briefs [1] - 136:18 bright [1] - 163:20 buck [1] - 100:12 budget [1] - 120:7 bunch [3] - 138:6, 138:7, 159:10 bundle [1] - 151:3 bureaucracy [1] - 120:24 business [17] - 97:8, 103:24, 104:1, 104:3, 104:4, 114:17, 139:5, 145:16, 151:2, 152:18, 152:24, 154:4, 156:24, 164:12, 166:10, 168:17, 168:18 businesses [5] - 134:8, 153:7, 154:5, 154:6, 166:24 buy [4] - 95:10, 121:17, 121:23, 130:1 buyer [4] - 148:10, 150:22, 152:5, 158:2 buyers [2] - 148:14, 149:17 buying [1] - 150:14 BY [13] - 93:11, 100:9, 101:2, 124:25, 130:25, 133:11, 145:22, 154:8, 154:25, 156:13, 163:13, 165:5, 168:3 C CA [1] - 89:21 California [3] - 89:19, 107:4, 107:7 candidate [1] - 149:16 cannot [1] - 109:25 Capitol [1] - 89:23 capricious [1] - 118:5 capture [2] - 168:22, 168:25 card [2] - 155:16, 155:18 care [42] - 95:24, 101:19, 101:24, 101:25, 102:2, 103:3, 103:6, 103:21, 104:4, 104:7, 106:1, 107:5, 107:8, 107:10, 107:14, 107:24, 108:1, 108:17, 108:18, 108:21, 108:23, 109:2, 110:18, 110:20, 110:21, 111:10, 111:13, 112:2, 115:1, 119:8, 121:1, 125:12, 125:20, 126:21, 126:23, 127:2, 127:5, 128:10, 128:16, 131:9, 131:19 career [1] - 134:12 carefully [3] - 136:9, 160:11, 160:12 Caremark [2] - 159:24, 161:21 carries [1] - 155:20 carry [1] - 166:4 Cascade [2] - 110:16, 110:24 case [21] - 98:15, 98:21, 102:9, 108:16, 142:16, 148:19, 149:6, 152:1, 154:15, 154:21, 154:22, 156:25, 158:24, 159:20, 160:15, 163:3, 164:9, 169:11, 170:19 cases [7] - 134:20, 136:9, 136:19, 140:14, 147:21, 148:1 Casey [1] - 90:15 cash [3] - 120:20, 130:1, 165:7 caught [1] - 124:23 CDC [1] - 110:15 cells [1] - 110:7 census [1] - 103:14 Centene [5] - 137:23, 157:12, 157:23, 170:8, 170:9 Centene-WellCare [1] - 170:9 centered [1] - 108:1 cents [1] - 117:22 certain [11] - 118:3, 118:5, 119:9, 119:11, 119:12, 125:2, 127:14, 127:16, 127:23, 130:4, 162:21 certainly [10] - 118:22, 120:16, 120:25, 125:5, 134:5, 144:11, 144:18, 153:25, 154:13, 162:22 CERTIFICATE [1] - 173:1 certify [1] - 173:3 chain [6] - 119:15, 121:21, 135:17, 137:9, 137:13, 145:18 challenge [1] - 162:1 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 177 challenged [2] - 157:7, 161:24 change [3] - 104:25, 105:14, 153:23 changed [5] - 105:16, 109:9, 109:10, 109:12, 153:17 changes [3] - 137:25, 138:1, 158:4 charge [2] - 123:23, 129:14 Chase [1] - 90:25 check [1] - 112:9 cherry [1] - 166:13 cherry-pick [1] - 166:13 Chevy [1] - 90:25 Chicago [1] - 90:14 Chief [2] - 103:19, 104:9 choice [2] - 119:17, 132:2 choices [2] - 116:14, 139:20 cholesterol [2] - 108:25, 118:6 cholesterol-lowering [1] - 118:6 choose [3] - 130:13, 131:21, 136:9 Christopher [1] - 90:15 chronic [6] - 105:23, 109:15, 124:4, 127:3, 129:11 Cigna [3] - 137:19, 142:17, 147:14 circle [1] - 170:19 circumstances [1] - 117:14 cited [3] - 136:17, 136:20, 144:11 citizens [1] - 170:20 Civil [1] - 89:5 claim [3] - 96:25, 118:18, 131:6 claimed [2] - 94:16, 96:1 claims [4] - 93:19, 94:8, 96:19, 99:19 clarification [1] - 160:23 clarity [1] - 169:24 claw [1] - 118:17 clawback [1] - 122:17 clawed [1] - 117:20 clawing [1] - 118:14 clear [1] - 120:11 clearly [3] - 95:23, 143:23, 170:18 clinic [5] - 106:6, 107:23, 107:25, 111:11, 111:12 clinical [6] - 95:24, 96:4, 96:20, 103:21, 117:24, 121:1 clinics [16] - 102:7, 103:1, 103:2, 103:8, 103:13, 106:3, 106:8, 106:15, 107:11, 107:13, 107:21, 113:20, 114:4, 125:9, 125:19, 126:22 close [1] - 125:7 closer [1] - 111:2 CME [1] - 112:19 CMS [5] - 119:8, 119:14, 129:7, 129:8 co [23] - 103:15, 103:16, 111:25, 116:20, 116:22, 120:18, 121:9, 123:11, 123:21, 125:18, 125:22, 125:23, 128:25, 129:1, 129:15, 130:3, 130:6, 130:16, 130:20, 134:20, 161:16, 161:17, 161:23 co-located [2] - 103:15, 103:16 co-pay [15] - 111:25, 116:22, 120:18, 121:9, 123:21, 125:18, 125:22, 125:23, 129:1, 129:15, 130:16, 130:20, 161:16, 161:17, 161:23 co-pays [5] - 116:20, 123:11, 128:25, 130:3, 130:6 co-published [1] - 134:20 cognizable [2] - 146:3, 146:17 cold [2] - 109:1, 126:25 collection [2] - 152:2, 152:7 COLUMBIA [1] - 89:2 Columbia [1] - 103:3 combat [1] - 164:24 combination [3] - 106:9, 137:24, 153:21 combine [2] - 95:12, 96:13 combined [1] - 96:10 comfortable [1] - 132:5 coming [1] - 125:10 comments [5] - 133:18, 133:23, 167:18, 169:23 commercial [4] - 169:14, 169:15, 169:17, 169:20 Commission [2] - 135:5, 135:6 commissions [1] - 134:17 committee [1] - 120:8 committees [3] - 104:5, 104:6, 104:7 common [1] - 120:19 comorbidities [2] - 108:10, 108:11 companies [4] - 130:5, 132:16, 145:18, 155:19 company [6] - 96:11, 126:11, 126:22, 139:21, 157:15, 163:8 compare [1] - 156:18 compared [1] - 157:4 compete [13] - 97:12, 113:25, 131:18, 131:19, 138:2, 138:6, 149:25, 153:19, 153:20, 154:24, 160:4, 162:20, 169:18 competes [2] - 113:22, 169:17 competing [4] - 93:23, 94:2, 97:5, 146:9 competition [42] - 97:25, 98:1, 133:22, 134:1, 134:7, 135:8, 135:14, 135:18, 137:12, 138:10, 138:12, 139:5, 141:4, 141:6, 144:18, 145:15, 145:19, 145:21, 147:1, 147:3, 147:5, 147:10, 148:11, 149:1, 149:18, 150:16, 150:17, 150:23, 151:24, 152:16, 153:25, 154:11, 156:3, 157:2, 158:18, 165:25, 166:3, 166:19, 166:20, 167:10, 171:7, 171:10 Competition [1] - 134:25 competitive [14] - 98:5, 133:23, 134:18, 137:14, 141:2, 142:4, 142:12, 143:24, 144:6, 147:7, 163:7, 163:11, 164:6, 167:18 competitor [3] - 93:22, 93:25, 94:4 competitors [1] - 159:18 complaint [3] - 141:2, 143:17, 151:19 completely [3] - 122:15, 123:18, 167:12 complex [2] - 154:3, 154:4 compliance [1] - 131:4 complicated [3] - 108:10, 110:8, 163:9 comprehensive [1] - 107:13 conceivably [1] - 165:16 conceive [1] - 131:7 concentrated [7] - 98:7, 142:9, 143:11, 144:22, 146:10, 149:8, 166:22 concentration [26] - 93:23, 94:1, 94:5, 98:25, 99:3, 114:12, 114:17, 117:11, 139:9, 139:13, 139:18, 140:19, 140:25, 141:25, 143:15, 143:19, 144:5, 149:11, 151:17, 163:4, 163:10, 166:25, 167:1, 167:3, 167:12 concentrative [1] - 147:16 concept [2] - 101:23, 126:21 concern [12] - 122:12, 125:1, 125:5, 126:17, 144:23, 147:8, 150:5, 159:8, 160:16, 165:24, 168:15, 169:11 concerned [6] - 106:3, 122:8, 122:16, 126:19, 128:12, 141:18 concerning [1] - 157:20 concerns [36] - 122:7, 122:10, 129:4, 131:25, 133:24, 135:18, 139:16, 146:2, 146:3, 146:4, 146:6, 147:20, 148:19, 149:23, 150:25, 157:10, 158:12, 158:14, 158:15, 158:16, 158:25, 159:19, 159:21, 160:24, 165:9, 167:9, 167:11, 167:15, 167:20, 168:11, 170:3, 170:5, 170:7, 170:14, 170:15, 171:1 concluded [1] - 157:2 concrete [1] - 158:15 condition [1] - 124:13 conditions [2] - 108:12, 109:16 conduct [4] - 134:23, 139:21, 163:8, 166:16 conference [1] - 172:3 confidential [2] - 113:5, 169:6 confidentiality [2] - 113:1, 113:13 conflicted [1] - 138:9 Congress [3] - 134:17, 141:5, 164:21 congressional [1] - 99:16 conjoined [1] - 114:21 CONNOLLY [1] - 90:7 consent [3] - 150:24, 150:25, 153:14 consider [3] - 156:11, 169:3, 169:4 consideration [2] - 150:21, 155:23 consistently [3] - 103:2, 110:25, 111:1 consolidate [2] - 100:7, 143:3 consolidation [16] - 99:21, 99:22, 99:24, 114:10, 114:12, 117:14, 133:20, 134:18, 137:4, 137:7, 137:9, 139:14, 142:24, 143:2, 143:10, 144:12 constituted [1] - 122:11 Constitution [1] - 91:4 constraint [1] - 161:10 consultation [1] - 98:23 consumer [7] - 134:18, 140:7, 141:23, 143:24, 147:7, 159:19, 163:11 Consumer [2] - 90:21, 133:4 consumers [41] - 94:19, 94:21, 97:20, 98:2, 98:4, 98:6, 98:10, 98:13, 98:24, PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 178 99:1, 99:7, 99:10, 99:13, 121:6, 134:1, 134:8, 135:19, 137:16, 138:11, 138:14, 139:5, 139:20, 139:25, 140:15, 140:22, 141:11, 141:16, 141:17, 146:10, 153:25, 155:21, 158:18, 166:23, 167:5, 167:13, 170:19, 170:21, 170:23, 171:7, 171:10, 171:11 consumers' [3] - 138:19, 144:16, 155:8 consummated [1] - 143:12 contacts [1] - 107:19 contain [2] - 120:17, 139:24 context [1] - 167:20 continue [5] - 121:23, 132:3, 153:8, 153:9, 153:12 continued [1] - 89:25 CONTINUED [1] - 90:2 continuing [1] - 112:19 continuity [1] - 115:1 continuum [3] - 107:10, 107:13, 110:17 contract [3] - 142:7, 165:16, 165:17 contracted [3] - 119:15, 121:10, 129:9 contracting [1] - 145:17 contracts [6] - 120:15, 120:17, 151:13, 152:3, 152:8 contrary [1] - 99:2 contrast [1] - 156:20 contribute [1] - 140:19 contributes [1] - 171:6 contribution [1] - 161:16 control [4] - 105:10, 109:13, 154:9, 154:10 controlling [1] - 155:6 convenient [1] - 119:14 conversations [1] - 130:10 convert [1] - 166:6 coordinate [1] - 108:17 coordinated [1] - 135:6 coordination [3] - 106:2, 140:20, 159:14 coordinator [1] - 108:5 coordinators [1] - 102:10 CORPORATION [1] - 89:7 correct [18] - 101:12, 113:23, 113:24, 114:1, 114:4, 114:7, 123:6, 123:24, 132:13, 132:14, 132:19, 135:3, 148:22, 163:18, 167:23, 170:4, 171:20, 173:4 correlation [1] - 112:15 cosigners [1] - 98:18 cost [17] - 94:20, 95:2, 98:1, 98:3, 98:5, 99:1, 99:6, 118:25, 121:12, 121:15, 129:22, 130:6, 130:9, 130:14, 161:1, 162:5 costly [1] - 100:1 costs [9] - 95:15, 97:23, 100:5, 138:21, 138:22, 139:2, 159:1, 170:24, 171:3 counsel [1] - 171:16 counseling [4] - 96:15, 96:17, 96:22, 146:11 counselor [1] - 107:18 counselors [1] - 102:9 counties [1] - 148:8 countries [1] - 103:5 country [3] - 110:19, 110:25, 112:22 couple [2] - 156:15, 157:13 course [6] - 149:9, 159:18, 160:22, 165:24, 166:18, 169:6 Court [17] - 91:3, 104:22, 121:18, 122:9, 133:13, 133:15, 136:24, 137:3, 145:23, 146:4, 146:5, 151:21, 157:5, 158:13, 163:20, 169:3, 170:3 COURT [61] - 89:2, 93:3, 93:7, 99:11, 100:16, 100:18, 100:20, 100:22, 122:18, 122:21, 122:25, 123:3, 123:14, 123:21, 123:23, 123:25, 124:24, 129:10, 129:14, 129:18, 129:20, 129:24, 130:2, 130:16, 130:23, 132:9, 132:12, 132:15, 132:18, 132:20, 132:23, 133:2, 133:6, 141:7, 144:24, 145:2, 145:6, 145:9, 152:17, 152:22, 152:25, 153:3, 154:17, 155:13, 156:4, 161:4, 161:7, 161:14, 161:24, 162:3, 164:7, 164:21, 165:2, 167:22, 167:25, 168:8, 171:12, 171:14, 171:16, 171:22, 173:1 court [1] - 157:1 Courthouse [1] - 91:3 courts [3] - 136:15, 136:18, 146:23 cover [3] - 118:24, 126:6, 133:17 coverage [5] - 95:16, 112:1, 144:14, 145:12, 146:16 covered [1] - 157:1 Cowie [1] - 90:4 crafted [1] - 153:13 crafting [1] - 147:9 create [3] - 103:11, 127:19, 157:14 created [3] - 107:5, 119:23, 147:16 creates [9] - 97:2, 97:4, 139:11, 139:15, 140:15, 143:7, 143:9, 155:7, 160:18 creation [1] - 159:9 credentialed [8] - 104:16, 104:17, 106:15, 106:17, 106:18, 106:21, 106:24, 112:18 credentialing [1] - 106:23 criteria [2] - 119:9, 120:11 critical [3] - 112:13, 145:20, 151:16 critically [3] - 141:4, 141:25, 163:2 CROSS [1] - 92:3 CRR [1] - 91:3 crucial [3] - 140:25, 150:17, 159:25 cure [2] - 105:19, 109:23 current [1] - 105:12 customer [12] - 124:22, 159:3, 159:6, 159:21, 162:21, 165:9, 165:11, 165:24, 166:1, 166:5, 169:11, 169:25 customers [11] - 95:4, 142:23, 151:6, 156:6, 160:6, 161:15, 161:20, 161:21, 165:10, 168:23, 168:25 cut [1] - 168:16 cuts [1] - 122:16 cutting [2] - 159:2, 169:12 CV [2] - 101:11, 101:12 CVS [65] - 89:7, 90:3, 93:23, 94:10, 94:16, 95:9, 95:21, 96:12, 97:1, 97:3, 97:4, 97:6, 97:9, 97:12, 97:13, 97:21, 100:11, 113:22, 119:15, 119:24, 122:5, 125:14, 125:18, 125:25, 128:1, 129:5, 129:9, 132:4, 133:19, 135:21, 135:24, 137:21, 138:15, 140:10, 142:17, 143:20, 149:6, 149:12, 151:10, 153:8, 154:4, 154:9, 154:13, 154:23, 155:3, 158:24, 159:2, 159:23, 160:3, 160:10, 160:14, 160:19, 161:5, 161:11, 161:15, 161:19, 162:7, 163:1, 163:6, 165:14, 165:20, 168:11, 168:17, 171:17 CVS's [4] - 96:14, 152:18, 152:24, 153:6 CVS-Aetna [10] - 135:21, 135:24, 137:21, 138:15, 142:17, 143:20, 149:6, 158:24, 162:7, 165:20 CVS/Caremark [4] - 114:6, 155:17, 162:17, 166:6 cycle [1] - 143:9 D D.C [1] - 89:7 damaging [1] - 154:22 danger [1] - 138:18 dangerous [1] - 115:24 data [14] - 95:9, 95:11, 95:12, 95:25, 96:3, 96:6, 96:10, 96:12, 96:14, 96:18, 96:19, 110:15 DATE [1] - 173:9 DAVID [1] - 90:24 David [3] - 89:14, 90:24, 133:3 days [7] - 102:24, 105:3, 105:11, 111:21, 112:7, 115:21, 115:23 DC [6] - 89:18, 90:6, 90:8, 90:20, 90:23, 91:4 deal [5] - 138:10, 140:10, 164:4, 165:21 dealing [3] - 107:19, 115:12, 154:3 deals [2] - 112:25, 120:10 dealt [1] - 115:13 death [4] - 102:24, 105:6, 105:7, 112:15 December [1] - 135:25 DECHERT [1] - 90:5 decide [1] - 119:2 decisions [1] - 123:11 decline [2] - 95:7, 165:21 decreases [1] - 122:16 decree [1] - 150:25 deep [1] - 136:5 Defendants [1] - 89:9 defining [1] - 122:25 definitely [2] - 114:19, 117:16 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 179 degradation [3] - 128:10, 144:14 delay [1] - 166:12 delivered [4] - 113:11, 113:14, 117:5, 117:7 delivery [5] - 94:17, 94:25, 95:7, 113:11, 145:16 demand [4] - 145:14, 155:6, 162:8 demonstrated [1] - 124:6 denied [2] - 129:6, 147:15 deny [2] - 159:23, 162:23 denying [1] - 159:4 DEPARTMENT [1] - 89:16 Department [3] - 103:20, 104:2, 135:23 deployed [1] - 166:4 depth [1] - 160:2 deserves [1] - 169:5 design [3] - 95:13, 97:22, 162:13 designated [2] - 123:14, 128:22 designation [1] - 128:21 designed [2] - 119:6, 141:5 despite [1] - 116:7 detail [3] - 96:20, 101:15, 101:23 detect [2] - 163:21, 163:24 determinative [1] - 163:11 determining [2] - 150:15, 150:21 develop [3] - 115:3, 115:4, 162:7 developing [1] - 115:24 devoted [1] - 152:18 diabetes [2] - 108:13, 146:12 diagnosis [5] - 107:7, 107:22, 108:3, 110:20, 113:4 Diana [3] - 133:5, 133:14, 133:15 DIANA [3] - 92:7, 133:7, 133:14 die [1] - 105:5 different [11] - 105:14, 108:14, 119:7, 128:14, 134:22, 154:6, 157:21, 157:24, 158:5, 165:13 differently [1] - 157:22 difficult [7] - 115:2, 138:6, 153:18, 159:11, 159:13, 160:14, 166:17 difficulty [1] - 140:4 dimensions [1] - 139:7 DIR [4] - 117:17, 118:2, 120:12, 121:20 DIRECT [4] - 92:3, 93:10, 101:1, 133:10 direct [2] - 112:14, 117:18 directed [2] - 125:2, 125:14 disadvantaged [2] - 125:21, 140:22 disappear [1] - 146:13 disaster [1] - 127:1 discipline [2] - 142:5, 142:12 disclose [1] - 165:7 discounted [1] - 102:19 discovered [1] - 108:21 discriminatory [1] - 163:16 discuss [1] - 125:10 discussed [4] - 94:3, 94:8, 94:15, 94:18 discussion [2] - 120:14, 121:16 disease [9] - 105:10, 108:13, 108:14, 109:9, 109:22, 127:6, 139:2, 146:12 diseases [1] - 108:24 disincentives [1] - 123:20 dismissed [1] - 167:19 dispensing [1] - 166:11 disruption [1] - 115:1 distance [1] - 119:11 distributor [2] - 158:20, 158:21 DISTRICT [3] - 89:2, 89:2, 89:12 District [1] - 103:3 diverse [1] - 135:9 dives [1] - 136:5 divested [2] - 148:15, 149:17 divestiture [16] - 93:20, 93:24, 94:10, 148:2, 148:5, 148:10, 148:20, 149:13, 151:2, 152:1, 152:11, 154:7, 156:25, 157:3, 158:4, 158:9 divestitures [3] - 134:4, 151:4, 151:25 Division [2] - 89:17, 135:23 doctor [3] - 96:18, 96:21, 108:24 Doctor [4] - 93:7, 122:18, 129:10, 132:21 doctor's [2] - 96:22, 96:23 doctors [2] - 109:2, 126:8 doctrine [1] - 139:12 documented [1] - 148:3 documents [1] - 169:7 DOJ [3] - 134:15, 167:17, 168:22 DOJ's [4] - 131:10, 143:17, 168:14, 169:10 dollar [2] - 117:23, 121:24 Dollar [3] - 148:13 dollars [2] - 117:20, 117:21 Domestic [1] - 103:20 domestically [1] - 103:4 dominant [2] - 139:24, 143:6 dominated [1] - 142:1 done [7] - 94:20, 111:9, 116:9, 119:22, 120:24, 143:14, 155:5 double [1] - 111:3 doubt [2] - 127:20, 127:22 down [12] - 100:5, 100:16, 111:21, 128:11, 132:21, 139:3, 141:7, 144:13, 145:17, 158:24, 166:10, 171:14 downstream [1] - 159:16 DOYLE [1] - 90:21 Dr [36] - 101:3, 101:9, 110:17, 114:9, 114:11, 120:3, 128:5, 133:5, 133:12, 134:2, 135:7, 136:15, 136:23, 136:25, 137:1, 138:5, 139:8, 140:4, 140:6, 140:24, 143:14, 144:4, 144:11, 145:24, 146:21, 149:9, 151:20, 153:5, 156:4, 156:9, 156:14, 162:10, 164:1, 165:6, 168:4, 170:14 dramatic [1] - 104:25 dramatically [1] - 105:16 Drive [1] - 90:25 drive [1] - 166:10 driver [1] - 113:14 dropped [1] - 118:24 drug [15] - 95:13, 95:15, 95:16, 95:18, 110:9, 118:9, 123:23, 127:7, 138:22, 139:1, 145:18, 155:16, 162:19, 166:2, 171:3 drugs [19] - 105:18, 123:1, 123:4, 124:20, 138:21, 139:4, 141:14, 144:15, 144:25, 145:7, 145:12, 145:14, 145:17, 146:15, 155:1, 155:12, 161:5, 161:21, 162:8 DUANE [2] - 90:16, 90:18 duly [3] - 93:5, 100:24, 133:8 during [1] - 105:1 duties [1] - 104:19 dynamic [1] - 153:15 E early [1] - 105:11 easily [4] - 143:8, 163:21, 163:23, 163:25 economic [6] - 98:11, 123:19, 134:9, 136:6, 140:18, 155:5 economically [2] - 121:22, 125:21 economics [5] - 98:15, 98:16, 135:11, 136:11, 163:9 economies [1] - 150:2 economist [2] - 134:11, 169:1 ecosystem [1] - 154:4 educated [1] - 125:7 educating [1] - 124:14 education [5] - 107:20, 112:19, 112:20, 125:24, 134:10 effect [10] - 118:20, 125:15, 127:12, 128:18, 140:15, 143:3, 144:8, 145:11, 147:9, 163:12 effective [13] - 96:15, 96:16, 100:1, 133:22, 139:15, 146:20, 147:4, 147:6, 147:12, 148:4, 148:9, 159:25, 167:16 effectively [8] - 142:14, 142:22, 146:24, 150:16, 151:24, 157:2, 157:7, 163:1 effects [20] - 98:17, 99:22, 110:9, 117:12, 122:6, 124:9, 127:8, 127:19, 133:25, 134:18, 135:18, 143:24, 143:25, 144:5, 144:21, 144:24, 145:20, 148:17, 155:8, 170:23 efficacy [1] - 151:18 efficiencies [4] - 93:13, 94:7, 94:12, 94:13 efficiency [8] - 93:18, 94:8, 94:15, 94:16, 96:2, 96:25, 99:18, 100:5 efficient [1] - 145:17 either [6] - 98:20, 116:6, 121:19, 122:13, 140:19, 161:16 electricity [1] - 135:6 elements [1] - 150:17 eligible [1] - 143:21 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 180 eliminate [1] - 159:18 eliminated [1] - 167:11 Ellingson [1] - 90:25 embedded [1] - 103:15 emotionally [1] - 115:1 emphasis [1] - 112:17 emphasize [2] - 137:6, 139:6 empirical [1] - 144:10 empirically [1] - 148:3 employed [3] - 101:9, 101:10, 106:20 employees [1] - 151:12 employment [1] - 106:16 enable [1] - 96:23 encountered [1] - 117:1 encourage [1] - 130:13 encouraged [1] - 127:1 encouraging [1] - 99:22 end [4] - 99:8, 131:16, 151:8, 168:23 Energy [1] - 135:5 engage [4] - 142:6, 160:25, 161:2, 165:23 engaged [2] - 110:20, 161:19 engaging [1] - 139:21 enhance [1] - 144:1 enhanced [2] - 160:13, 168:11 enormous [5] - 138:20, 138:21, 150:8, 151:6, 152:15 enrollees [8] - 141:22, 150:2, 150:6, 150:7, 150:8, 150:11, 152:16, 156:21 enrollment [1] - 128:23 enrollments [1] - 141:12 enter [6] - 142:16, 142:20, 142:22, 149:20, 151:24, 159:11 entered [1] - 121:3 entire [2] - 98:19, 120:20 entitled [1] - 173:5 entity [3] - 114:21, 137:22, 164:11 entrenched [2] - 142:2, 143:6 entry [3] - 142:19, 142:25, 159:10 epicenters [1] - 105:3 equally [1] - 115:4 escalated [1] - 141:19 especially [4] - 119:6, 125:19, 141:19, 163:24 essential [2] - 154:23, 160:4 essentially [8] - 120:17, 140:11, 147:3, 147:4, 147:15, 153:10, 159:4, 165:19 et [2] - 89:4, 89:8 evaluating [2] - 145:3, 156:17 evaluation [1] - 112:6 everywhere [1] - 119:16 evidence [11] - 94:3, 94:5, 98:6, 98:17, 99:1, 99:22, 100:4, 100:6, 100:7, 140:18, 144:10 evolved [1] - 104:23 exactly [3] - 123:8, 123:22, 165:3 EXAMINATION [3] - 93:10, 101:1, 133:10 examined [3] - 93:5, 100:24, 133:8 examining [1] - 151:4 example [17] - 95:14, 117:13, 127:9, 137:18, 140:16, 142:23, 144:16, 146:8, 146:10, 147:22, 152:20, 155:16, 155:22, 162:5, 162:11, 162:20, 167:5 exchange [1] - 159:15 exclude [3] - 162:8, 163:14, 163:15 excluded [1] - 122:15 excludes [1] - 162:14 excluding [1] - 120:1 exclusive [3] - 161:13, 162:17, 166:7 excused [2] - 100:19, 171:15 exec [3] - 104:8, 120:8 executive [3] - 104:5, 104:6, 104:19 exited [2] - 148:9, 150:13 expand [3] - 142:14, 143:4, 153:9 expanded [1] - 103:2 expected [1] - 112:8 expense [2] - 95:17, 95:18 expenses [1] - 138:24 experience [3] - 112:16, 120:23, 124:21 expert [2] - 118:2, 120:7 expertise [5] - 135:8, 135:11, 136:23, 152:6 experts [2] - 99:17, 106:24 expires [2] - 151:8, 151:22 explain [5] - 101:22, 104:22, 109:4, 110:3, 117:10 explanation [1] - 168:14 expound [1] - 107:9 Express [3] - 137:19, 142:17, 149:12 expression [1] - 164:10 extend [1] - 105:8 extent [1] - 123:7 extra [2] - 102:10, 161:23 extremely [1] - 139:18 F face [1] - 171:2 facilitate [1] - 159:14 facility [1] - 152:2 fact [8] - 121:7, 128:21, 130:7, 147:13, 150:5, 155:2, 165:6, 165:13 factor [1] - 100:14 factors [3] - 111:6, 143:2, 151:14 failed [2] - 147:19, 148:12 failure [1] - 162:11 failures [1] - 142:16 fairly [2] - 136:5, 167:19 fall [2] - 149:3, 159:20 familiar [1] - 104:3 family [5] - 113:13, 117:3, 117:8, 129:3, 138:21 Family [1] - 148:13 far [4] - 137:3, 157:10, 161:7, 161:9 fashion [2] - 163:16, 165:20 fast [2] - 152:15 faster [1] - 144:20 feature [1] - 160:5 federal [3] - 102:13, 135:15 Federal [1] - 135:4 fees [8] - 117:18, 118:2, 118:14, 120:12, 121:20, 122:17, 166:11 felt [1] - 105:4 few [11] - 138:8, 140:12, 140:17, 140:23, 143:6, 144:4, 149:11, 166:23, 167:4, 167:8 fewer [2] - 144:16, 145:15 field [3] - 131:17, 131:19, 131:23 Fifth [1] - 89:17 fifth [2] - 170:12, 170:13 figure [1] - 163:9 filed [2] - 134:15, 135:24 fill [1] - 162:23 filled [1] - 119:11 Final [3] - 131:10, 131:12, 171:8 final [2] - 132:24, 164:20 finally [2] - 97:18, 139:8 financial [3] - 116:17, 118:1, 142:5 fine [1] - 126:24 finish [2] - 169:10, 171:23 firm [7] - 97:21, 140:2, 142:21, 148:24, 150:15, 159:11, 170:13 firms [23] - 100:2, 138:2, 138:7, 139:24, 140:20, 142:2, 142:3, 142:4, 142:11, 142:13, 142:16, 142:20, 143:3, 143:5, 143:6, 143:8, 149:11, 149:15, 158:21, 159:10, 159:15 first [11] - 94:15, 101:16, 113:6, 122:25, 124:8, 128:19, 146:21, 148:1, 159:21, 171:19, 171:22 firsthand [2] - 103:23, 123:25 Fitzgerald [1] - 89:15 five [3] - 121:9, 130:23, 168:8 FL [1] - 89:23 flesh [1] - 164:17 Florida [3] - 89:22, 107:4, 117:7 flu [6] - 109:1, 127:9, 127:11, 127:13, 127:14, 127:21 focus [2] - 94:7, 140:24 focused [3] - 111:17, 113:1, 135:13 follow [2] - 111:18, 162:1 follow-up [2] - 111:18, 162:1 following [1] - 140:19 follows [3] - 93:6, 100:25, 133:9 font [1] - 155:18 FOR [1] - 89:2 force [3] - 143:3, 161:12, 162:16 forced [2] - 114:24, 128:17 forcing [1] - 166:5 foreclose [3] - 138:5, 163:2, 168:12 foreclosure [27] - 97:4, 128:6, 133:25, 154:22, 158:19, 158:25, 159:1, 159:4, 159:6, 159:20, 159:21, 162:6, 165:9, 165:11, 165:24, 166:5, 166:20, 167:6, 167:9, 167:11, 167:16, 167:19, 169:4, PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 181 169:11, 170:1, 170:2 foreclosures [1] - 168:10 foregoing [1] - 173:4 forestall [1] - 154:11 form [3] - 99:2, 134:9, 165:15 forms [3] - 133:25, 144:6, 166:16 formularies [1] - 162:7 formulary [1] - 145:13 forth [5] - 111:12, 120:9, 123:10, 125:21, 131:2 Foundation [5] - 90:15, 101:10, 101:17, 101:18, 113:9 four [2] - 158:16, 161:19 fourth [2] - 170:12 fraction [4] - 98:3, 98:5, 98:9, 157:3 fragmentation [1] - 131:9 fragmented [1] - 127:5 frankly [3] - 106:3, 118:4, 125:17 frequently [2] - 109:7, 124:8 fringe [3] - 142:2, 143:6, 149:15 front [4] - 101:11, 134:17, 149:10 frustrate [1] - 168:16 frustrates [1] - 165:25 frustrating [3] - 115:13, 118:13, 162:6 frustrations [1] - 120:9 FTC [2] - 134:15, 151:3 full [2] - 162:6, 170:19 fully [8] - 145:23, 147:1, 147:5, 147:10, 149:1, 150:17, 151:24, 171:7 fund [1] - 170:25 fundamental [1] - 171:4 fundamentally [5] - 109:9, 137:25, 140:17, 157:24, 158:5 funding [1] - 108:4 funds [1] - 160:6 funnel [1] - 94:24 G gag [1] - 120:17 gagged [1] - 120:15 gains [1] - 99:24 game [1] - 138:14 Gardner [2] - 110:16, 110:17 gather [2] - 159:22, 162:18 gathered [1] - 170:6 Gaynor [1] - 99:16 general [4] - 127:16, 129:2, 168:1, 170:15 GENERAL/CA [1] - 89:19 GENERAL/FL [1] - 89:22 generalizable [1] - 170:17 generally [6] - 114:10, 114:11, 136:13, 137:5, 146:22, 171:4 generated [1] - 117:23 generates [1] - 111:19 generic [1] - 120:19 geographic [1] - 143:18 Georgia [1] - 107:5 given [9] - 98:8, 112:7, 112:25, 127:17, 127:23, 131:18, 136:23, 139:10, 149:20 global [1] - 103:5 Global [1] - 134:24 goal [1] - 110:23 government [5] - 133:24, 141:2, 147:12, 157:5, 169:3 government's [2] - 169:23, 171:18 grant [1] - 166:8 gratified [1] - 136:21 grave [1] - 135:18 great [4] - 101:15, 125:20, 132:1, 158:11 greater [2] - 98:24, 152:23 greatly [2] - 171:10, 171:11 ground [1] - 152:14 Group [1] - 133:4 group [1] - 121:25 groups [1] - 159:19 growing [1] - 147:19 growth [2] - 141:11, 141:13 guarantees [1] - 132:1 guess [4] - 123:7, 153:1, 153:2, 153:3 guidance [1] - 170:3 Guide [1] - 134:25 guidelines [1] - 146:25 H Habash [2] - 90:3, 172:2 half [1] - 121:15 hand [1] - 107:23 hard [9] - 116:3, 131:17, 138:2, 142:4, 153:24, 154:1, 154:2, 164:4, 169:5 harder [1] - 146:8 hardly [1] - 119:25 harm [4] - 97:17, 121:2, 144:6, 147:7 harmful [2] - 148:17, 153:25 harming [1] - 163:16 harms [2] - 147:17, 151:18 hassle [1] - 161:2 headed [1] - 126:13 HEALTH [1] - 89:7 health [29] - 95:10, 98:6, 98:12, 98:15, 98:17, 98:23, 106:25, 110:1, 110:2, 113:20, 113:25, 128:11, 129:6, 137:11, 139:19, 140:15, 153:16, 153:19, 162:9, 162:12, 163:2, 164:3, 165:15, 166:10, 166:20, 167:1, 167:3, 167:8, 167:15 Health [12] - 149:24, 150:5, 150:9, 150:21, 151:7, 155:23, 156:2, 156:22, 157:12, 157:13, 158:1, 170:9 healthcare [32] - 94:17, 94:25, 95:7, 95:15, 96:8, 96:9, 96:19, 99:17, 99:19, 100:4, 114:10, 114:14, 134:13, 134:14, 134:18, 135:8, 135:13, 135:17, 136:3, 136:24, 137:4, 137:7, 137:9, 138:22, 138:23, 147:22, 155:10, 155:11, 157:19, 158:14 Healthcare [5] - 90:15, 101:10, 101:16, 101:18, 113:8 healthy [1] - 109:24 hear [7] - 132:24, 136:21, 157:16, 165:12, 171:17, 171:22, 171:24 heard [14] - 114:9, 120:3, 128:5, 131:1, 136:25, 138:4, 138:17, 149:9, 154:17, 159:17, 164:8, 164:10, 165:7 HEARING [1] - 89:11 heart [2] - 108:13, 146:12 heavy [1] - 147:9 heft [1] - 142:11 heftier [1] - 136:8 held [1] - 164:25 hell [1] - 124:23 hello [1] - 101:4 help [1] - 108:17 Henry [2] - 90:9, 90:12 Hertz [1] - 148:13 Hertz-Dollar-Thrifty [1] - 148:13 high [23] - 98:5, 108:1, 109:14, 109:16, 111:8, 130:14, 136:14, 137:15, 138:14, 138:17, 139:9, 139:18, 143:15, 149:10, 151:17, 156:6, 163:3, 163:4, 163:10, 166:25, 167:1, 167:3, 167:12 high-cost [1] - 130:14 high-risk [1] - 138:17 high-stakes [1] - 138:14 high-touch [1] - 108:1 higher [19] - 94:5, 100:1, 108:13, 117:17, 123:21, 130:6, 130:12, 139:1, 140:18, 140:20, 159:9, 161:17, 170:23, 170:24, 171:3 higher-tier [1] - 130:6 highest [2] - 104:7, 121:9 highlighting [1] - 143:15 highly [8] - 127:3, 127:20, 142:9, 143:11, 144:22, 146:9, 149:8, 167:16 hire [1] - 106:18 history [1] - 150:18 hit [2] - 118:1, 152:14 HIV [67] - 101:20, 101:24, 102:24, 103:1, 104:17, 104:18, 104:23, 105:1, 105:3, 105:4, 105:17, 106:1, 106:17, 106:22, 106:24, 107:7, 107:14, 107:16, 107:18, 107:21, 108:3, 108:7, 108:12, 108:15, 108:20, 108:22, 108:24, 109:2, 109:9, 109:13, 109:18, 109:25, 110:6, 110:7, 110:12, 110:13, 110:18, 110:19, 110:24, 111:10, 112:4, 112:12, 112:15, 113:1, 113:2, 115:16, 115:22, 116:25, 117:9, 118:8, 119:6, 121:8, 124:13, 124:21, 127:1, 127:2, 127:4, 127:14, 127:17, 127:24, 128:2, 128:4, 128:25, 129:4, 129:11, 130:5, 130:13 HIV-infected [1] - 110:18 HIV-positive [3] - 105:4, 107:21, 117:9 HIV/AIDS [6] - 103:7, 104:15, 104:16, 104:20, 109:5, 127:12 hold [1] - 118:10 home [3] - 117:2, 117:5, 117:8 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 182 honest [3] - 121:2, 130:11, 150:24 honestly [1] - 131:7 Honor [8] - 93:9, 100:17, 100:21, 132:7, 133:3, 152:21, 167:20, 171:21 HONORABLE [1] - 89:11 hopefully [1] - 105:9 horizontal [2] - 133:18, 153:21 horizontally [1] - 140:2 hospice [1] - 102:23 hospitals [2] - 99:24, 137:10 hour [1] - 171:19 hours [1] - 107:22 house [2] - 113:14, 117:9 hubs [1] - 94:18 huddle [2] - 125:9, 125:11 huge [1] - 109:22 Humana [9] - 147:15, 147:23, 148:7, 148:22, 149:12, 150:14, 156:16, 156:25, 157:6 Humana-Arcadian [3] - 148:7, 148:22, 150:14 hundred [2] - 116:20, 156:11 hundreds [1] - 146:22 I idea [9] - 93:14, 97:21, 124:17, 128:9, 129:10, 152:17, 164:9, 164:13, 164:14 ideas [1] - 95:2 identified [4] - 100:13, 113:20, 134:22, 151:19 identify [1] - 113:8 IDs [1] - 113:12 IL [1] - 90:14 ill [1] - 169:2 ill-supported [1] - 169:2 illegal [1] - 161:7 illegality [3] - 139:12, 144:2, 144:3 illness [2] - 105:23, 127:4 illnesses [2] - 124:4 immediately [3] - 107:17, 107:19, 114:23 immune [3] - 105:21, 127:16, 127:18 impact [2] - 128:19, 141:3 impacted [1] - 166:23 impacts [2] - 170:22, 171:2 impair [3] - 162:19, 166:19, 166:20 imperilled [2] - 106:4, 171:11 implicated [2] - 138:15, 138:16 importance [2] - 103:12, 124:14 important [23] - 109:4, 112:11, 124:7, 124:14, 136:24, 138:19, 139:13, 139:18, 141:4, 141:10, 141:16, 142:1, 145:10, 151:23, 152:10, 155:2, 156:9, 156:10, 162:8, 162:14, 163:3, 163:5, 165:19 impression [1] - 160:18 improved [1] - 131:8 improves [1] - 100:5 inability [1] - 168:22 incentive [2] - 97:14, 132:15 incentives [18] - 97:3, 97:4, 138:1, 138:4, 138:5, 138:9, 144:16, 145:15, 148:23, 153:11, 153:12, 153:17, 153:18, 153:24, 157:25, 158:5, 160:13, 168:12 incipiency [1] - 139:12 include [1] - 144:24 included [1] - 148:25 includes [2] - 106:2, 133:25 including [6] - 134:4, 134:13, 134:23, 135:13, 136:18, 142:25 income [5] - 138:16, 141:17, 141:21, 143:21, 170:20 increase [12] - 93:22, 94:1, 99:8, 99:9, 99:11, 99:12, 99:14, 141:20, 141:21, 144:12, 150:7, 156:23 increased [3] - 99:3, 131:4, 144:5 increases [4] - 95:17, 99:5, 141:22, 143:19 increasing [3] - 94:4, 114:18, 117:11 increasingly [5] - 116:12, 117:17, 126:4, 141:10, 141:16 incredibly [1] - 110:15 independent [8] - 98:20, 100:2, 120:1, 121:21, 136:13, 146:8, 146:11, 166:11 indicates [2] - 155:18, 164:7 indirect [1] - 117:18 individual [1] - 117:15 individuals [2] - 138:17, 170:21 industrial [1] - 134:12 industries [2] - 135:13, 137:8 industry [10] - 98:12, 114:10, 114:14, 117:11, 138:1, 142:24, 155:10, 164:5, 164:18, 171:5 ineffective [1] - 148:16 ineffectiveness [1] - 153:22 infected [2] - 110:2, 110:18 infecting [1] - 110:6 infectious [1] - 108:24 inferior [1] - 160:21 inflection [1] - 137:7 inflow [1] - 152:15 inform [1] - 145:23 information [5] - 152:4, 159:15, 162:18, 169:9, 170:6 informed [1] - 161:20 informing [1] - 120:22 initiated [1] - 107:24 initiatives [1] - 164:24 inject [2] - 142:4, 142:12 injecting [1] - 156:3 innovate [3] - 94:19, 144:19, 145:15 innovating [1] - 139:4 innovation [7] - 93:15, 94:17, 94:18, 95:6, 95:7, 137:15, 139:4 innovative [1] - 142:21 innovators [3] - 95:1, 95:4, 95:5 input [13] - 97:4, 99:6, 128:6, 154:14, 154:22, 158:19, 158:25, 159:21, 166:19, 167:6, 168:10, 168:24, 169:4 inputs [1] - 169:21 instance [4] - 102:6, 102:15, 115:7, 128:16 instances [3] - 116:24, 128:1, 128:4 institute [1] - 132:12 Institute [1] - 134:6 institutional [2] - 135:12, 136:6 insurance [30] - 97:13, 97:25, 98:1, 98:4, 98:7, 98:12, 98:17, 98:23, 98:24, 107:1, 108:3, 122:14, 122:22, 126:11, 130:4, 132:10, 132:16, 137:11, 138:20, 140:8, 142:10, 142:23, 147:14, 167:1, 167:4, 169:14, 169:15, 169:18, 169:19, 169:21 insured [1] - 164:13 insurer [17] - 95:10, 99:3, 123:8, 129:16, 137:21, 139:19, 153:16, 157:15, 160:8, 164:6, 164:8, 165:15, 166:10, 166:20, 167:15, 168:18, 170:11 insurer's [2] - 159:24, 160:2 insurers [25] - 99:4, 99:24, 100:7, 126:4, 137:17, 140:12, 140:16, 153:19, 154:14, 159:22, 160:5, 160:14, 161:1, 161:13, 162:5, 162:9, 162:12, 162:17, 162:24, 163:2, 163:6, 163:20, 164:3, 167:8, 168:12 insurers' [2] - 159:2, 168:17 integrate [4] - 95:24, 96:3, 96:5, 97:1 integrated [20] - 95:16, 99:25, 125:12, 126:20, 137:17, 137:20, 137:22, 138:7, 142:18, 154:4, 157:15, 157:19, 157:23, 158:6, 158:21, 159:10, 165:18, 170:10, 170:11 integrating [2] - 140:2, 140:3 integration [7] - 117:14, 138:3, 142:22, 146:14, 153:15, 153:22, 153:23 interactions [3] - 110:9, 118:9, 127:7 interest [2] - 131:13, 145:4 Interest [1] - 133:4 interesting [1] - 162:3 intermediary [1] - 165:1 internal [1] - 105:2 internist [1] - 129:3 interrupt [1] - 112:2 introduce [1] - 134:2 intuition [1] - 99:20 invades [1] - 116:24 investigation [1] - 169:7 involve [1] - 105:18 involves [1] - 126:7 involving [1] - 160:9 issue [5] - 109:22, 110:1, 110:2, 119:1, 144:18 issues [9] - 127:20, 131:15, 134:22, 135:12, 136:10, 138:11, 138:25, 139:17, 170:7 itself [3] - 132:12, 152:1, 152:11 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 183 Ivan [1] - 89:15 J Jay [1] - 89:14 Jesus [1] - 89:16 job [1] - 143:14 John [1] - 134:20 join [1] - 104:11 joined [1] - 104:12 Jonathan [1] - 90:7 Joseph [2] - 89:15, 90:18 Jr [1] - 90:12 Judge [5] - 134:3, 135:7, 136:2, 146:21, 171:8 judge [1] - 156:16 JUDGE [1] - 89:12 Judgment [3] - 131:10, 131:13, 171:8 judgment [2] - 131:25 June [2] - 89:7, 173:8 Justice [1] - 135:23 JUSTICE [1] - 89:16 justification [1] - 126:8 K KALLAS [1] - 90:10 Kaneshiro [2] - 173:3, 173:8 KANESHIRO [2] - 91:3, 173:9 Kaneshiro-Miller [2] - 173:3, 173:8 KANESHIRO-MILLER [2] - 91:3, 173:9 keep [4] - 105:8, 109:13, 109:23, 112:18 keeping [1] - 139:3 kept [1] - 113:4 key [1] - 162:15 kidney [1] - 108:13 kill [1] - 109:10 killer [1] - 165:15 kind [10] - 99:15, 103:20, 107:13, 108:21, 121:23, 124:22, 127:8, 127:22, 136:2, 162:7 kinds [4] - 122:21, 127:20, 146:3, 146:4 knowledge [1] - 103:23 known [1] - 155:22 knows [2] - 129:3, 164:19 Kwoka [2] - 134:21 L lack [9] - 116:13, 120:4, 145:6, 162:10, 164:1, 164:2, 164:18, 164:24, 169:24 lacks [1] - 150:2 landscape [1] - 158:4 language [1] - 132:6 large [5] - 98:3, 119:15, 123:7, 142:2, 143:19 larger [3] - 143:8, 157:23, 158:6 largest [2] - 155:18, 170:13 last [7] - 108:6, 110:23, 111:21, 132:9, 147:24, 148:20, 154:15 law [4] - 102:13, 135:11, 136:10, 164:12 LAW [1] - 90:24 lawfulness [1] - 161:24 layer [2] - 120:24, 120:25 lead [4] - 94:5, 95:7, 131:3, 143:2 leading [1] - 99:17 leads [1] - 99:9 least [1] - 105:18 leave [2] - 111:23, 166:14 led [1] - 141:3 Lee [1] - 89:19 left [3] - 117:2, 130:23, 168:8 legal [5] - 134:9, 136:5, 161:7, 161:9, 162:1 legislation [1] - 102:15 legitimately [1] - 146:5 length [1] - 138:11 LEON [1] - 89:11 less [10] - 99:21, 100:1, 109:18, 113:2, 130:18, 144:18, 145:15, 151:10, 155:25, 166:3 lesser [2] - 152:22, 155:22 lessons [1] - 136:24 letter [1] - 135:22 letters [3] - 134:15, 134:16, 136:19 level [10] - 97:14, 104:7, 109:14, 128:11, 131:18, 137:13, 142:20, 159:11, 164:23 levels [12] - 105:20, 106:11, 113:19, 114:12, 135:17, 137:9, 140:18, 143:15, 158:23, 159:12, 163:3, 163:4 leverage [2] - 154:11, 158:22 leveraging [1] - 154:6 life [2] - 105:9, 118:8 life-threatening [1] - 118:8 lift [1] - 147:9 likely [11] - 98:8, 111:13, 125:4, 129:2, 133:21, 143:24, 149:6, 154:2, 156:5, 156:11, 167:16 limit [1] - 151:5 limited [5] - 128:23, 142:15, 151:1, 163:10, 167:13 limits [4] - 139:20, 139:25, 140:13, 155:8 line [1] - 149:10 lineup [1] - 170:12 linkage [3] - 107:17, 107:18, 107:22 list [5] - 112:8, 123:15, 147:19, 161:3, 162:25 literally [2] - 107:23, 113:15 literature [2] - 98:11, 98:19 live [3] - 112:21, 113:13, 127:17 live-virus [1] - 127:17 liver [1] - 108:14 lives [4] - 105:8, 149:21, 157:1 Lizabeth [1] - 89:22 LLP [5] - 90:5, 90:7, 90:10, 90:16, 90:18 located [2] - 103:15, 103:16 locations [1] - 119:16 lock [2] - 140:15, 155:8 lock-in [2] - 140:15, 155:8 locked [1] - 167:13 logic [2] - 165:18, 169:10 long-term [1] - 105:11 look [12] - 94:13, 95:9, 95:19, 96:13, 97:6, 126:23, 135:16, 146:4, 146:5, 160:10, 168:4, 169:5 looking [2] - 146:22, 167:21 looks [1] - 157:22 Los [2] - 89:21, 102:23 lose [2] - 168:17, 168:18 loss [4] - 93:21, 93:25, 94:4, 146:16 lost [5] - 112:1, 146:10, 147:1, 147:5, 150:10 low [9] - 94:20, 103:14, 137:15, 138:16, 141:17, 141:21, 143:21, 166:15, 170:20 low-income [3] - 138:16, 141:17, 170:20 low-income-subsidy [1] - 141:21 low-income-subsidy-eligible [1] 143:21 low-margin [1] - 166:15 lower [9] - 95:2, 95:18, 97:20, 97:22, 97:23, 98:25, 99:2, 140:21, 165:7 lowered [1] - 121:20 lowering [1] - 118:6 lowers [3] - 95:15, 97:23, 97:24 lowest [3] - 125:23, 129:1, 130:16 lowest-tier [1] - 129:1 loyalty [5] - 140:14, 151:5, 155:6, 155:7, 155:10 lunch [2] - 93:12, 171:23 M M-O-S-S [1] - 133:14 ma'am [1] - 171:12 magnitude [1] - 147:6 mail [12] - 113:7, 113:8, 114:25, 115:9, 115:11, 116:4, 116:11, 116:16, 116:18, 116:24, 124:23, 166:6 maintain [6] - 113:12, 113:16, 148:10, 148:14, 157:25, 158:1 maintained [1] - 158:7 major [6] - 110:2, 137:2, 149:5, 158:16, 164:11 majority [3] - 98:3, 105:16, 109:11 Malinda [1] - 89:19 manage [2] - 96:20, 108:25 managed [7] - 104:4, 104:7, 107:5, 107:8, 119:4, 119:8, 128:16 management [1] - 131:5 manager [1] - 137:10 managers [3] - 102:9, 108:16, 137:18 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 184 manages [1] - 108:24 Manuel [1] - 89:16 manufacturer [1] - 158:20 manufacturing [1] - 152:2 March [1] - 135:22 margin [1] - 166:15 marked [1] - 101:12 market [62] - 93:21, 93:22, 93:23, 93:24, 93:25, 94:1, 94:4, 94:8, 94:9, 94:11, 94:14, 97:25, 98:1, 98:25, 99:8, 113:19, 113:22, 120:4, 121:4, 140:1, 140:17, 140:24, 140:25, 141:1, 141:17, 142:1, 142:5, 142:14, 143:1, 143:5, 143:11, 143:15, 144:1, 144:20, 146:10, 148:9, 149:2, 149:9, 149:11, 149:14, 149:20, 150:13, 151:16, 151:24, 153:10, 153:22, 155:24, 156:3, 158:15, 158:23, 158:24, 161:11, 165:20, 166:19, 166:21, 167:2, 167:4, 167:7 market-specific [1] - 94:11 marketing [3] - 151:9, 156:1, 162:21 markets [34] - 94:3, 97:13, 98:4, 98:7, 98:23, 100:11, 133:20, 137:10, 137:11, 137:14, 139:10, 139:14, 139:19, 139:24, 140:23, 141:4, 142:3, 142:9, 143:13, 143:19, 143:25, 144:23, 147:8, 149:7, 160:4, 165:25, 166:3, 166:23, 169:14, 169:16, 169:18, 169:20, 170:20 Martin [1] - 99:16 massive [1] - 137:8 matter [8] - 101:25, 111:24, 111:25, 112:1, 146:15, 165:10, 169:19, 173:5 matters [2] - 166:25, 167:12 MAZARD [1] - 90:21 McConnell [1] - 90:15 McGinley [1] - 90:4 MD [1] - 90:25 mean [26] - 104:25, 105:6, 108:11, 109:10, 111:8, 112:17, 114:19, 115:13, 117:22, 118:22, 120:9, 121:7, 122:7, 123:17, 123:18, 124:8, 125:4, 125:11, 125:17, 128:13, 129:7, 130:6, 152:19, 154:1, 163:15 meaning [1] - 169:12 means [2] - 103:20, 148:16 mechanisms [5] - 110:6, 162:4, 163:1, 165:23, 166:4 Medicaid [3] - 107:8, 108:7, 128:24 Medical [3] - 90:9, 103:19, 104:9 medical [19] - 95:11, 95:12, 95:18, 95:24, 96:3, 96:6, 96:10, 96:14, 96:17, 96:19, 101:19, 106:9, 108:12, 108:16, 111:18, 112:16, 112:19, 126:7, 127:1 MEDICAL [1] - 90:13 medically [1] - 108:10 Medicare [11] - 107:5, 119:4, 119:7, 128:18, 128:20, 138:16, 141:5, 141:12, 141:15, 169:18, 170:25 Medicare's [1] - 141:13 medication [21] - 105:17, 109:5, 113:10, 113:16, 115:19, 115:23, 116:19, 117:7, 118:7, 118:25, 120:18, 121:12, 121:14, 124:10, 126:6, 126:10, 129:15, 129:23, 130:9, 131:4 medications [33] - 102:18, 109:12, 109:13, 109:15, 109:17, 109:19, 109:21, 110:5, 110:7, 110:8, 110:10, 110:11, 111:14, 111:18, 111:20, 111:24, 113:10, 114:25, 115:16, 115:25, 117:2, 117:4, 118:8, 118:11, 121:8, 123:13, 124:21, 126:2, 126:5, 128:25, 129:12, 130:5 Medicine [4] - 103:20, 104:2, 104:18, 106:22 medicine [1] - 105:2 meds [4] - 113:14, 115:11, 125:22, 130:11 meet [5] - 113:15, 113:16, 119:9, 129:8 meeting [1] - 118:3 meets [1] - 119:14 members [2] - 117:3, 145:18 mention [2] - 126:3, 137:22 mentioned [8] - 110:3, 117:13, 119:5, 128:14, 130:7, 150:13, 156:14, 162:16 mere [1] - 157:3 merge [1] - 99:4 merged [8] - 96:12, 99:24, 106:5, 147:23, 147:24, 157:23, 163:8 merger [62] - 93:13, 93:14, 93:20, 94:9, 96:2, 96:3, 96:5, 96:7, 96:23, 99:9, 100:12, 114:22, 122:6, 122:8, 122:10, 125:1, 126:17, 126:21, 128:9, 129:5, 131:2, 131:3, 133:19, 134:4, 134:20, 134:23, 135:24, 137:4, 138:15, 142:17, 142:25, 143:23, 144:22, 146:20, 146:22, 146:25, 147:1, 147:3, 147:5, 147:9, 147:13, 148:17, 148:22, 150:14, 153:7, 154:7, 154:16, 156:15, 156:16, 156:17, 156:18, 157:6, 157:7, 158:3, 160:9, 161:11, 167:9, 168:11, 170:9, 171:4, 171:5 Merger [1] - 134:25 mergers [15] - 98:12, 98:18, 99:19, 100:4, 135:6, 135:16, 147:14, 147:15, 158:17, 159:8, 159:14, 159:17, 159:18, 161:11, 165:12 merging [3] - 94:10, 137:23, 148:15 metrics [1] - 118:4 Miami [1] - 105:2 Michael [3] - 90:4, 90:4, 101:7 MICHAEL [3] - 92:6, 100:23, 101:7 mid [1] - 106:11 mid-levels [1] - 106:11 Middle [1] - 90:10 middleman [1] - 165:3 middlemen [1] - 165:2 might [7] - 94:14, 95:1, 95:6, 117:2, 126:3, 139:21, 171:23 MILLER [2] - 91:3, 173:9 Miller [2] - 173:3, 173:8 million [11] - 94:23, 94:25, 97:7, 97:8, 97:9, 97:11, 97:12, 97:16, 97:17, 103:6, 156:21 millions [2] - 117:20, 118:16 minimized [1] - 167:11 minimum [1] - 161:15 minute [1] - 135:9 MinuteClinic [4] - 126:24, 127:2, 127:13, 127:20 MinuteClinics [1] - 126:18 minutes [3] - 130:23, 144:4, 168:8 mission [1] - 117:22 mixed [1] - 99:23 model [11] - 94:24, 102:7, 103:10, 106:1, 106:4, 110:13, 111:6, 125:12, 131:20, 137:14, 142:21 models [2] - 139:5, 145:16 Molina [1] - 157:1 moment [1] - 140:4 money [3] - 118:5, 118:15, 118:19 month [5] - 112:7, 112:21, 121:15, 129:22, 130:17 monthly [3] - 112:19, 129:14, 141:18 months [4] - 106:19, 112:5, 136:7, 152:13 months' [2] - 116:19, 116:20 morning [4] - 125:9, 125:11, 171:17, 172:1 MORRIS [2] - 90:16, 90:18 mortality [1] - 139:3 Moss [16] - 133:5, 133:12, 133:14, 133:15, 134:2, 135:7, 136:15, 136:23, 140:4, 140:24, 144:4, 146:21, 151:20, 156:14, 165:6, 168:4 MOSS [2] - 92:7, 133:7 most [11] - 103:13, 108:2, 116:17, 129:2, 134:19, 136:19, 140:9, 145:9, 147:12, 159:20, 166:13 mostly [1] - 123:9 MOTIONS [1] - 89:11 motive [1] - 132:15 move [4] - 113:18, 140:7, 147:12, 158:12 moved [4] - 121:8, 137:11, 137:13, 137:16 MR [20] - 93:9, 93:11, 100:9, 100:15, 100:21, 101:2, 124:25, 130:24, 130:25, 132:7, 133:3, 133:11, 145:22, 154:8, 154:25, 156:13, 163:13, 165:5, 168:3, 171:21 Mucchetti [1] - 89:15 multi [1] - 142:6 multi-year [1] - 142:6 multiple [6] - 108:9, 129:12, 141:8, 143:16, 154:5, 159:12 murky [3] - 164:25, 169:2 must [10] - 140:11, 147:2, 154:10, 154:14, 154:17, 154:18, 159:2, 160:9, 168:13, 168:24 mutate [1] - 109:20 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 185 N name [9] - 101:5, 133:12, 133:14, 140:14, 151:10, 152:8, 156:2, 160:6 named [1] - 110:16 names [2] - 112:8, 124:20 narrow [1] - 119:23 narrowed [1] - 119:20 national [1] - 111:5 naturally [1] - 108:22 nature [1] - 149:8 necessity [1] - 166:9 need [15] - 96:17, 96:18, 107:24, 115:19, 119:15, 126:24, 128:22, 139:22, 142:5, 142:7, 150:6, 152:3, 163:9, 169:21 needed [5] - 96:5, 115:8, 126:11, 128:25, 130:1 needs [7] - 101:24, 107:6, 119:5, 128:20, 152:3, 152:4, 152:5 NEERAJ [2] - 92:5, 93:4 neighbor [2] - 117:5, 117:6 net [6] - 101:20, 101:22, 102:12, 102:14, 102:16, 117:22 network [8] - 103:9, 119:13, 126:23, 132:5, 140:11, 167:14, 167:15 networks [10] - 119:21, 119:23, 123:9, 154:23, 160:3, 161:13, 162:13, 162:17, 166:7, 168:13 never [6] - 113:8, 116:6, 147:3, 164:9, 164:10, 164:12 new [7] - 94:24, 139:4, 140:5, 144:19, 162:20 newer [1] - 145:16 news [4] - 120:16, 157:11, 157:17 next [3] - 89:25, 100:20, 145:9 NH [1] - 90:11 nice [1] - 163:19 night [1] - 117:13 nine [1] - 143:22 Ninth [1] - 90:19 nobody [3] - 111:23, 117:4, 164:18 non [7] - 139:7, 144:21, 144:24, 145:10, 145:11, 145:19, 152:23 non-PDP [1] - 152:23 non-price [5] - 139:7, 144:21, 144:24, 145:10, 145:11 non-quality [1] - 145:19 nonpreferred [1] - 123:19 nonprofit [2] - 101:18, 102:16 normally [2] - 102:11, 117:21 Northeastern [1] - 134:21 not-for-profit [1] - 132:13 note [3] - 117:6, 141:1, 147:11 notes [3] - 96:22, 96:24, 99:19 nothing [2] - 105:6, 129:4 nowadays [3] - 106:11, 109:7, 126:8 number [8] - 97:6, 134:13, 134:15, 136:18, 147:19, 150:8, 152:21, 157:6 numbers [2] - 110:23, 111:1 numerous [1] - 115:12 nurse [1] - 106:12 NW [6] - 89:17, 90:5, 90:8, 90:19, 90:22, 91:4 O oath [1] - 93:7 objective [1] - 136:13 observations [3] - 133:18, 137:3, 149:5 observe [1] - 158:16 obstacles [1] - 142:13 obvious [1] - 140:9 obviously [3] - 113:4, 119:1, 145:3 occur [1] - 148:17 occurred [2] - 147:3, 147:24 occurs [1] - 160:9 OF [8] - 89:2, 89:4, 89:11, 89:16, 89:19, 89:22, 90:24, 173:1 offer [5] - 132:10, 132:16, 137:3, 146:11, 160:5 offered [1] - 144:15 offering [1] - 146:15 OFFICE [3] - 89:19, 89:22, 90:24 Officer [2] - 103:19, 104:9 OFFICIAL [1] - 173:1 often [2] - 110:8, 126:7 oligopoly [1] - 140:23 once [1] - 107:25 one [41] - 94:2, 95:14, 97:21, 98:18, 99:17, 103:11, 105:3, 107:16, 107:21, 108:19, 115:13, 117:6, 119:9, 120:9, 121:6, 121:7, 124:16, 125:8, 128:16, 129:10, 131:2, 132:9, 133:18, 140:7, 142:20, 145:3, 147:5, 149:8, 154:18, 156:14, 157:4, 157:6, 157:14, 158:18, 160:25, 167:14, 167:15, 168:15, 171:22 one-stop [1] - 103:11 ongoing [2] - 124:18, 151:2 online [1] - 142:21 open [1] - 107:6 opened [2] - 102:25, 117:8 operate [1] - 121:23 operations [1] - 102:20 opinion [1] - 100:10 opportunities [1] - 140:13 opportunity [1] - 109:20 opt [3] - 116:3, 116:5, 116:7 Optimum [1] - 137:20 option [1] - 166:24 options [7] - 140:10, 140:12, 162:14, 163:10, 166:23, 167:5, 167:13 Optum [1] - 116:10 Optum/United [2] - 115:7, 117:13 OptumRx [1] - 114:20 order [11] - 114:25, 115:9, 115:11, 116:4, 116:11, 116:16, 116:18, 116:22, 116:24, 153:14, 166:6 ordered [1] - 126:10 orders [1] - 120:17 organization [8] - 101:19, 102:23, 106:5, 112:25, 134:12, 157:19, 157:24, 158:6 original [1] - 152:6 out-of-pocket [1] - 130:6 outlined [1] - 162:10 outside [2] - 94:13, 96:6 overall [5] - 99:23, 104:1, 113:2, 152:19, 152:20 overnight [1] - 115:19 overview [1] - 133:15 Owen [1] - 89:14 own [5] - 107:2, 146:25, 151:4, 151:10, 156:1 owner [1] - 152:6 P P.M [1] - 93:2 PA [1] - 90:17 package [1] - 117:8 page [2] - 89:25, 167:23 pair [1] - 158:19 pairing [1] - 153:16 paper [1] - 136:7 papers [2] - 134:16, 136:19 parameters [1] - 153:13 paraphrase [1] - 167:25 pardon [1] - 167:20 Part [6] - 138:16, 141:5, 141:12, 141:15, 143:17, 170:25 part [15] - 103:10, 107:17, 111:8, 111:14, 125:11, 126:20, 126:23, 132:10, 133:23, 138:20, 138:21, 148:23, 151:8, 159:22, 168:21 participant [3] - 129:6, 140:1, 149:2 participants [2] - 141:17, 143:1 participate [3] - 114:3, 119:25, 132:3 participates [1] - 100:11 participating [3] - 119:24, 120:1, 123:10 particular [8] - 116:15, 116:16, 126:24, 127:19, 131:15, 137:4, 155:14, 159:20 particularly [2] - 130:21, 141:16 parties [1] - 131:2 parts [1] - 138:19 party [2] - 98:20, 148:15 pass [1] - 162:11 passed [8] - 97:20, 98:2, 98:4, 98:6, 98:9, 99:1, 99:7, 164:19 passing [1] - 99:13 past [3] - 135:3, 136:16, 150:18 patient [34] - 96:21, 101:24, 103:12, 107:19, 108:1, 109:1, 109:24, 109:25, 110:2, 111:13, 111:20, 113:5, 115:15, 115:18, 115:20, 116:25, 119:12, 120:22, 120:25, 121:1, 121:11, 121:13, 123:18, 124:6, 124:9, 124:10, 124:14, PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 186 125:2, 126:16, 127:12, 129:25, 130:7, 146:1 patient's [3] - 96:18, 126:23, 130:4 patient-centered [1] - 108:1 patients [72] - 96:15, 96:17, 101:19, 101:21, 102:19, 103:1, 103:4, 103:6, 103:11, 104:20, 104:21, 105:1, 105:8, 105:17, 105:22, 107:7, 107:19, 108:2, 108:7, 108:9, 108:14, 108:17, 108:21, 109:3, 109:5, 110:25, 111:9, 111:10, 112:5, 112:6, 112:8, 112:9, 112:17, 112:24, 113:9, 113:13, 114:23, 115:2, 115:3, 115:8, 116:3, 116:5, 116:14, 116:18, 116:21, 117:4, 118:6, 119:10, 119:14, 121:6, 122:14, 123:11, 125:6, 125:10, 125:13, 125:17, 125:20, 126:1, 126:18, 127:1, 127:15, 127:18, 127:23, 128:2, 128:17, 128:23, 129:11, 130:13, 130:15, 130:19, 131:21, 132:2 patients' [1] - 128:4 PATRICIA [2] - 91:3, 173:9 Patricia [2] - 173:3, 173:8 pattern [1] - 165:13 pause [1] - 160:17 pay [23] - 101:21, 111:25, 116:19, 116:21, 116:22, 120:18, 120:20, 121:9, 123:12, 123:21, 125:18, 125:22, 125:23, 126:12, 129:1, 129:15, 130:1, 130:16, 130:20, 161:16, 161:17, 161:23 payer [2] - 102:1, 102:2 payor [1] - 108:6 pays [6] - 116:20, 123:11, 128:25, 130:3, 130:6, 164:6 PBM [51] - 95:21, 95:23, 97:2, 97:3, 97:5, 97:7, 97:10, 114:7, 115:15, 115:17, 118:3, 118:14, 119:2, 120:2, 120:4, 120:10, 120:15, 120:17, 121:8, 121:10, 122:22, 123:7, 124:17, 128:11, 130:10, 137:21, 139:18, 153:6, 153:16, 154:9, 154:13, 157:15, 159:3, 159:25, 160:3, 160:10, 160:19, 163:22, 163:24, 163:25, 164:4, 164:8, 164:9, 164:10, 164:14, 164:18, 165:18, 165:25, 166:19, 167:14, 169:22 PBMs [22] - 116:10, 117:16, 118:21, 119:20, 119:22, 120:22, 120:23, 121:3, 121:17, 121:19, 123:9, 124:16, 142:10, 146:9, 159:5, 164:25, 165:6, 165:21, 166:17, 167:10, 168:19, 169:12 PBMs' [1] - 166:8 PCP [2] - 108:22, 129:2 PDP [40] - 93:21, 93:22, 93:24, 93:25, 94:1, 94:3, 94:8, 94:9, 94:10, 94:11, 94:13, 133:20, 139:14, 140:24, 141:1, 141:4, 141:15, 142:3, 142:14, 143:13, 143:16, 143:25, 144:22, 147:8, 147:20, 149:6, 149:9, 150:6, 150:11, 151:13, 152:18, 152:23, 153:9, 153:22, 155:14, 157:18, 157:25, 158:2, 158:6, 170:20 PDPs [2] - 141:10, 143:13 pennies [1] - 121:24 pension [1] - 160:6 people [12] - 109:7, 109:8, 109:11, 109:15, 110:19, 113:4, 113:11, 119:6, 124:2, 124:4, 127:6, 154:18 people's [1] - 155:11 percent [19] - 109:17, 109:19, 110:24, 111:2, 116:20, 121:12, 130:8, 138:23, 141:11, 141:13, 141:20, 141:21, 143:18, 143:20, 149:14, 150:7, 150:11, 156:11, 156:22 percentage [2] - 152:17, 156:6 perhaps [1] - 157:9 period [5] - 128:23, 141:15, 150:7, 153:11, 155:3 person [3] - 107:22, 110:1, 164:13 personal [3] - 110:1, 125:8, 131:20 personally [3] - 112:9, 115:11, 131:14 personnel [1] - 142:7 persons [1] - 110:18 perspective [4] - 146:22, 150:18, 159:22, 159:25 Peter [1] - 89:15 Ph.D [1] - 134:11 pharmacies [37] - 103:9, 106:3, 106:21, 107:11, 113:10, 113:20, 117:15, 119:10, 119:13, 119:24, 120:1, 120:15, 122:12, 122:14, 123:10, 123:14, 125:3, 125:14, 128:15, 137:18, 142:8, 146:8, 146:11, 153:19, 154:10, 159:3, 159:5, 159:23, 160:10, 162:14, 165:6, 165:21, 166:11, 166:12, 166:18, 168:19, 169:13 pharmacist [11] - 96:16, 103:12, 115:5, 124:6, 124:11, 124:12, 124:13, 124:19, 125:11, 126:14, 146:1 pharmacist-patient [1] - 103:12 pharmacists [7] - 96:14, 106:20, 106:23, 106:24, 120:21, 125:7, 125:24 Pharmacy [1] - 122:1 pharmacy [57] - 95:9, 95:12, 95:25, 96:4, 96:6, 96:10, 96:14, 103:15, 104:3, 104:8, 106:24, 111:19, 113:22, 114:6, 114:24, 115:5, 116:14, 116:16, 116:22, 117:23, 118:10, 118:15, 120:7, 120:8, 121:21, 121:25, 122:15, 123:4, 125:6, 128:11, 129:5, 132:2, 132:4, 137:10, 137:11, 137:18, 139:19, 140:11, 142:10, 142:21, 153:16, 154:13, 154:23, 160:3, 161:22, 162:13, 165:18, 165:25, 166:19, 167:10, 167:14, 169:22, 170:5, 170:7, 170:11 pharmacy-related [2] - 170:5, 170:7 Philadelphia [1] - 90:17 phone [1] - 115:17 physician [9] - 99:25, 104:13, 104:14, 104:16, 106:13, 106:14, 108:23, 111:12, 118:12 physicians [3] - 106:7, 106:10, 112:11 pick [7] - 93:16, 111:20, 117:6, 121:13, 126:2, 140:7, 166:13 picked [1] - 143:8 picture [1] - 136:2 piece [1] - 134:24 PITT [1] - 171:21 Pitt [1] - 90:7 PL-01 [1] - 89:23 place [4] - 125:19, 148:5, 149:4, 152:12 placed [1] - 105:17 places [4] - 108:23, 116:18, 124:23, 125:19 Plaintiffs [1] - 89:5 plan [24] - 97:5, 107:8, 108:7, 108:8, 113:25, 119:4, 119:5, 119:7, 120:18, 122:22, 128:11, 128:17, 128:18, 128:24, 129:6, 130:4, 130:13, 131:21, 140:8, 141:8, 160:6 planning [1] - 142:6 plans [22] - 107:1, 107:2, 107:5, 107:6, 113:20, 119:9, 121:10, 128:20, 128:21, 128:22, 129:8, 130:19, 131:4, 132:3, 141:15, 143:16, 144:15, 150:11, 153:9, 160:8, 162:21 platforms [2] - 137:17, 142:19 playing [3] - 131:17, 131:18, 131:23 PLLC [1] - 90:21 pocket [1] - 130:6 pocketbook [1] - 138:20 pocketbooks [1] - 138:19 point [9] - 118:1, 118:24, 121:22, 137:7, 138:13, 139:8, 149:23, 155:1, 167:17 points [1] - 111:11 policy [9] - 99:17, 99:18, 116:1, 134:9, 135:12, 136:6, 136:10, 140:5, 161:20 population [1] - 125:2 populations [4] - 141:23, 170:17, 170:18 portfolio [1] - 145:13 portion [1] - 121:11 Portsmouth [1] - 90:11 position [1] - 103:18 positioned [1] - 149:24 positions [1] - 102:8 positive [5] - 99:21, 105:4, 107:16, 107:21, 117:9 possibilities [1] - 149:17 possibility [2] - 160:11, 160:12 possible [3] - 160:24, 170:9, 171:24 post [5] - 129:5, 149:13, 154:7, 168:11 post-divestiture [2] - 149:13, 154:7 post-merger [3] - 129:5, 154:7, 168:11 potential [10] - 93:13, 94:15, 97:15, 97:17, 110:9, 158:25, 159:6, 159:18, 160:6, 166:1 potentially [6] - 97:9, 97:12, 138:18, 153:18, 159:1, 161:3 poured [1] - 117:23 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 187 power [7] - 99:5, 99:9, 106:5, 144:1, 158:22, 161:11, 164:24 powerful [1] - 161:10 PPDs [1] - 141:20 practical [1] - 125:15 practice [5] - 102:7, 104:15, 106:12, 107:25, 108:20 practices [3] - 99:25, 145:17, 146:9 practicing [2] - 104:13, 104:23 practitioner [1] - 129:3 practitioners [1] - 106:12 predict [3] - 153:24, 154:1, 154:2 preferred [7] - 106:11, 120:2, 122:14, 123:1, 123:15, 123:16, 132:4 Premier [2] - 122:1, 122:4 premiums [19] - 94:6, 97:20, 97:22, 97:24, 99:2, 99:10, 100:7, 138:20, 139:1, 141:18, 141:20, 141:21, 141:23, 144:12, 148:4, 170:24, 171:3 prescribe [1] - 118:11 prescription [2] - 141:14, 155:16 prescriptions [4] - 119:11, 162:23, 166:13, 166:15 present [3] - 100:20, 132:18, 141:12 preserve [1] - 147:2 preserving [1] - 133:22 president [1] - 134:5 press [1] - 137:23 pressure [4] - 108:25, 109:16, 144:18, 151:6 presume [1] - 144:7 presumed [1] - 143:25 presumption [3] - 139:11, 144:2 pretty [6] - 105:6, 130:4, 137:12, 139:23, 149:4, 155:23 prevented [1] - 120:21 preventing [1] - 140:16 prevention [1] - 139:3 previous [3] - 98:12, 138:18, 147:14 previously [1] - 93:5 price [16] - 102:17, 102:19, 120:20, 138:2, 139:1, 139:6, 139:7, 144:7, 144:8, 144:21, 144:24, 145:2, 145:10, 145:11, 145:20 prices [10] - 98:25, 121:5, 137:15, 139:1, 140:21, 148:5, 164:6, 165:7, 166:2 primary [3] - 108:21, 108:22, 109:2 privacy [7] - 112:24, 113:17, 116:25, 127:25, 128:2, 144:17, 146:2 private [3] - 102:6, 104:15, 108:3 problem [7] - 115:17, 117:1, 124:12, 126:10, 165:22, 166:7 problematic [2] - 116:9, 167:2 problems [3] - 115:12, 124:9, 134:22 proceed [1] - 93:8 proceeding [2] - 136:1, 167:19 proceedings [2] - 105:25, 173:5 Proceedings [1] - 172:4 processed [1] - 115:15 produce [1] - 136:7 produced [1] - 169:7 produces [1] - 137:15 products [5] - 144:19, 151:9, 161:22, 169:19, 169:21 professor [1] - 96:8 Professor [2] - 99:16, 134:21 professors [2] - 98:16, 98:20 profit [2] - 132:13, 132:15 profitable [2] - 166:13, 166:14 profits [3] - 99:11, 99:12, 99:14 Program [1] - 108:6 program [8] - 103:5, 106:23, 107:17, 112:20, 116:16, 138:17, 141:5, 152:18 programs [8] - 95:25, 96:4, 114:25, 117:21, 117:24, 132:10, 132:16, 170:25 progress [1] - 105:5 progressive [1] - 134:7 promise [1] - 121:3 promote [4] - 93:15, 94:16, 95:6, 138:9 promoting [1] - 135:14 prompts [1] - 167:15 pronounce [1] - 124:20 properly [1] - 115:15 proposed [15] - 95:8, 131:10, 131:12, 133:19, 133:20, 156:18, 156:19, 156:25, 157:4, 157:10, 157:13, 158:2, 158:4, 170:9, 171:8 protect [1] - 144:16 protected [1] - 171:8 protects [2] - 112:23, 134:8 provide [8] - 95:2, 95:16, 97:14, 102:1, 102:4, 102:5, 103:22, 108:1 provider [21] - 98:25, 101:19, 101:20, 101:22, 102:12, 102:14, 106:17, 112:3, 112:6, 112:7, 112:16, 112:22, 114:3, 114:4, 114:6, 117:22, 120:25, 123:19, 155:22, 167:14, 170:11 providers [17] - 99:5, 102:16, 106:2, 106:9, 106:12, 106:15, 112:18, 112:20, 115:4, 120:2, 123:15, 123:16, 125:14, 132:4, 138:22, 142:8, 155:9 provides [2] - 107:11, 152:23 providing [6] - 94:20, 97:15, 144:19, 146:16, 160:20, 163:15 Prudential [2] - 147:23, 148:2 Public [1] - 133:4 public [10] - 97:19, 110:2, 120:14, 121:16, 135:2, 135:4, 135:12, 145:4, 167:18 public's [1] - 131:13 publicly [1] - 169:8 published [2] - 112:14, 134:20 pull [1] - 125:5 punch [2] - 149:10, 162:20 purchase [4] - 102:17, 102:18, 114:22, 119:1 purchased [2] - 149:3, 161:21 purpose [1] - 105:24 purposes [1] - 157:16 pursuant [1] - 102:12 put [4] - 112:16, 130:11, 131:2, 148:5 puts [3] - 110:15, 115:24, 151:6 putting [1] - 145:2 Q qualify [1] - 108:5 quality [14] - 94:21, 95:3, 100:1, 105:9, 118:4, 136:14, 137:15, 138:3, 138:25, 139:2, 140:21, 144:13, 144:17, 145:19 quarter [1] - 150:1 questions [1] - 100:15 quick [1] - 93:18 quickly [4] - 149:4, 151:7, 156:24, 158:3 Quillen [1] - 90:9 QUILLEN [4] - 93:9, 93:11, 100:9, 100:15 quite [1] - 114:19 quote [1] - 99:15 quote/unquote [1] - 120:15 quoted [1] - 98:14 R raise [3] - 136:10, 142:19, 161:1 raised [2] - 142:25, 170:7 raises [4] - 138:11, 150:25, 157:9, 157:10 raising [2] - 159:1, 162:5 Rani [1] - 90:3 rapidly [1] - 141:19 rate [2] - 108:13, 156:12 rates [5] - 118:21, 118:23, 139:3, 148:3, 170:24 rather [1] - 153:17 rationale [2] - 168:21, 169:2 re [1] - 151:9 re-marketing [1] - 151:9 reaction [1] - 131:6 read [4] - 121:25, 126:20, 131:11, 168:22 readily [1] - 144:25 reading [1] - 169:22 ready [1] - 93:8 real [1] - 114:25 reality [1] - 99:21 realize [2] - 124:2, 139:18 really [66] - 102:24, 105:1, 105:4, 105:10, 105:15, 110:11, 112:13, 115:13, 117:19, 120:24, 122:16, 123:7, 124:13, 126:8, 126:9, 126:13, 135:18, 136:10, 137:6, 138:14, 139:9, 139:20, 139:25, 140:22, 141:10, 141:22, 142:3, 142:22, 142:25, 143:14, 143:25, 144:23, 145:17, 145:20, 147:6, 147:9, 149:3, 149:5, 149:15, 149:16, 150:7, PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 188 151:17, 152:14, 154:23, 155:2, 155:8, 156:8, 159:12, 160:3, 160:11, 163:4, 163:5, 163:20, 164:4, 167:7, 167:15, 168:24, 169:4, 170:22, 171:5 reason [6] - 139:13, 140:9, 141:25, 157:7, 157:19, 169:25 reasons [2] - 128:13, 168:15 rebates [4] - 120:11, 162:11, 163:25, 164:19 receive [4] - 101:25, 115:16, 127:15, 146:1 receiving [1] - 115:11 recently [5] - 134:19, 134:24, 136:20, 157:8, 170:6 recess [2] - 132:23, 132:25 Recess [1] - 133:1 recognition [1] - 155:19 recognize [1] - 163:3 recognized [2] - 103:12, 160:1 recognizing [1] - 143:3 recollection [1] - 168:1 reconvene [1] - 171:16 record [6] - 96:17, 101:6, 146:7, 147:11, 151:15, 173:4 records [1] - 152:5 RECROSS [1] - 92:3 red [1] - 155:17 REDIRECT [1] - 92:3 reduce [1] - 121:5 reenter [2] - 153:10, 156:1 referral [1] - 102:9 referred [2] - 136:20, 166:7 refuse [2] - 165:20, 166:8 regard [1] - 139:14 regarded [1] - 136:13 regardless [1] - 101:21 regimen [2] - 129:11, 129:21 regimens [1] - 105:17 regions [3] - 143:16, 143:18, 143:22 regular [2] - 119:7, 136:8 Regulatory [1] - 135:5 reimbursement [3] - 118:20, 118:23, 122:17 reimbursements [3] - 121:20, 122:3, 166:12 reinject [4] - 148:11, 149:17, 150:23, 152:16 rejected [2] - 156:17, 157:5 related [3] - 99:19, 170:5, 170:7 relates [1] - 153:7 relationship [10] - 103:13, 115:4, 115:5, 116:23, 124:3, 124:5, 124:7, 124:18, 125:8, 145:25 relative [1] - 150:1 relatively [3] - 105:21, 153:10, 169:13 relevant [1] - 143:18 relied [1] - 136:15 reluctant [1] - 153:1 rely [1] - 141:6 remain [4] - 93:7, 105:22, 111:13, 111:14 remedies [7] - 134:19, 134:23, 134:24, 146:23, 147:19, 148:12 Remedies [1] - 134:25 remedy [26] - 133:21, 139:15, 146:20, 147:1, 147:2, 147:4, 147:6, 147:10, 147:12, 147:20, 148:4, 148:16, 148:18, 150:24, 151:8, 151:15, 151:18, 153:14, 153:23, 156:17, 156:18, 156:19, 157:16, 157:20 remember [1] - 128:6 remuneration [1] - 117:18 repair [1] - 105:21 replicating [1] - 110:6 report [4] - 111:19, 112:4, 126:1, 164:21 reported [2] - 117:4, 172:3 REPORTER [1] - 173:1 Reporter [1] - 91:3 reports [1] - 136:3 represent [2] - 97:7, 99:14 representative [1] - 97:10 representing [1] - 98:20 reputation [1] - 150:3 require [4] - 109:14, 116:11, 161:4, 164:21 required [1] - 119:8 requirement [1] - 106:16 requirements [3] - 119:14, 122:22, 139:15 requires [1] - 149:3 requiring [2] - 122:23, 126:4 Research [1] - 133:4 research [7] - 96:9, 134:10, 134:19, 146:7, 147:18, 155:5, 164:7 researcher [2] - 96:9, 96:11 researchers [1] - 100:12 resemblance [1] - 147:21 residency [1] - 105:2 resistance [1] - 115:24 resistant [1] - 109:21 resolve [1] - 124:12 resort [1] - 108:7 resources [2] - 135:10, 142:6 respect [1] - 122:10 response [3] - 144:9, 167:18, 169:23 responsibility [1] - 121:11 responsible [3] - 103:21, 118:10, 130:8 restore [7] - 147:1, 147:10, 149:1, 150:16, 150:17, 151:24, 157:2 restored [1] - 171:7 restores [1] - 147:5 restricted [1] - 165:6 restructuring [1] - 171:5 result [11] - 95:5, 99:9, 103:13, 143:19, 143:24, 144:12, 144:13, 146:9, 146:13, 153:7, 171:3 results [2] - 140:20, 143:23 resume [1] - 93:3 retail [12] - 114:4, 121:12, 121:15, 129:18, 129:24, 130:9, 137:10, 141:14, 153:16, 154:10, 154:13, 167:10 retain [2] - 95:23, 156:6 retained [1] - 110:21 retention [3] - 111:9, 156:9, 156:12 retroviral [2] - 109:19, 111:17 retrovirals [2] - 110:3, 110:10 return [2] - 132:24, 170:8 reuse [1] - 155:4 revealing [1] - 128:4 revenues [1] - 152:20 review [1] - 135:15 Review [1] - 134:25 reviewed [1] - 131:10 rhetoric [1] - 99:20 RICHARD [1] - 89:11 riding [1] - 151:1 rise [1] - 99:3 risk [10] - 112:15, 115:24, 128:9, 138:17, 141:17, 141:24, 146:12, 170:17, 170:21, 171:11 risk-types [1] - 141:17 risks [1] - 127:7 rival [28] - 153:19, 154:14, 155:9, 159:2, 159:4, 160:14, 161:1, 161:12, 161:22, 162:5, 162:9, 162:12, 162:16, 162:18, 162:23, 162:24, 163:2, 163:5, 165:21, 166:8, 166:12, 166:17, 167:7, 168:12, 168:16, 169:12 rivalry [2] - 137:14, 167:8 rivals [14] - 137:12, 138:5, 138:6, 138:10, 139:25, 140:17, 140:23, 143:7, 154:23, 155:9, 158:23, 165:10, 166:14, 168:18 Rivera [1] - 89:16 RMR [1] - 91:3 RN [1] - 102:8 RNs [1] - 108:17 robust [2] - 162:25, 167:8 rocket [1] - 139:22 role [3] - 113:19, 123:8, 155:6 Room [1] - 91:3 roommates [2] - 113:14, 117:3 roughly [6] - 97:8, 103:8, 106:7, 111:3, 129:20, 130:17 rule [1] - 127:17 rules [2] - 129:7, 129:8 run [3] - 103:19, 104:2, 129:21 running [1] - 152:15 Ryan [1] - 108:6 S safe [1] - 99:23 safety [6] - 101:20, 101:22, 102:12, 102:14, 102:16, 117:22 Safeway [1] - 148:12 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 189 Safeway-Albertsons [1] - 148:12 savings [10] - 97:20, 98:1, 98:3, 98:5, 98:9, 99:1, 99:6, 99:7, 99:13, 99:14 saw [3] - 114:20, 114:23, 147:13 scale [3] - 142:7, 150:2, 152:15 scaling [1] - 159:13 scenario [2] - 143:7, 162:7 schedule [1] - 109:5 scheduled [1] - 112:21 science [1] - 139:22 scope [2] - 150:3, 160:3 Scott [1] - 89:15 screw [2] - 115:14, 159:24 screw-up [1] - 115:14 Scripts [3] - 137:19, 142:17, 149:12 Scripts-Cigna [2] - 137:19, 142:17 Sean [1] - 90:15 second [7] - 133:22, 138:13, 149:23, 159:8, 160:17, 163:14, 168:21 secondly [2] - 123:3, 140:14 Section [1] - 139:12 sectors [1] - 134:13 see [19] - 96:5, 99:6, 99:8, 100:4, 101:11, 106:4, 108:13, 108:25, 120:13, 121:1, 125:16, 131:7, 132:1, 142:3, 142:10, 147:8, 153:15, 158:2, 172:1 seeing [7] - 105:1, 105:13, 116:12, 116:13, 117:25, 142:18, 146:14 seek [3] - 125:19, 127:1 seem [2] - 117:17, 118:4 segments [1] - 162:21 selected [1] - 151:3 sell [1] - 122:4 seminal [1] - 136:10 send [2] - 113:5, 113:7 senior [1] - 170:20 seniors [1] - 141:16 sense [5] - 97:15, 119:8, 127:4, 154:3, 158:13 sentence [2] - 102:25, 105:7 sentences [1] - 170:2 separate [1] - 128:3 September [1] - 104:12 serious [7] - 124:4, 133:23, 138:11, 144:23, 147:7, 150:20, 151:18 servant [2] - 135:2, 135:4 serve [6] - 104:5, 104:6, 104:7, 138:10, 139:5, 166:8 served [1] - 106:7 serves [1] - 107:20 service [6] - 94:20, 95:2, 97:14, 124:22, 131:20, 144:19 services [17] - 95:21, 102:5, 102:6, 102:10, 107:10, 108:2, 129:6, 132:10, 146:12, 146:13, 146:17, 151:7, 151:22, 152:23, 153:6, 159:3, 169:22 SESSION [1] - 93:1 Session [1] - 89:9 set [7] - 123:7, 123:9, 128:25, 130:20, 151:1, 153:17, 166:16 sets [1] - 122:21 setting [1] - 121:11 setup [2] - 128:14, 130:21 seven [1] - 152:12 several [4] - 98:15, 120:22, 148:8, 149:23 shaping [1] - 155:6 share [5] - 141:13, 149:14, 169:14, 169:15, 169:20 shoes [2] - 148:15, 149:2 shopping [1] - 103:11 short [4] - 150:7, 153:11, 155:3, 168:23 shortly [2] - 150:14, 157:17 shot [4] - 127:9, 127:11, 127:13, 127:21 shots [1] - 127:14 show [2] - 99:23, 110:24 shown [3] - 109:18, 109:25, 112:14 shows [1] - 140:18 shy [1] - 136:12 sick [1] - 125:17 side [10] - 95:18, 95:19, 110:9, 112:3, 121:1, 124:9, 127:7, 127:19 Sierra [2] - 147:22, 148:2 sign [1] - 95:21 signed [2] - 95:21, 95:22 significance [1] - 153:4 significant [11] - 98:8, 118:19, 139:10, 141:22, 147:17, 155:10, 155:19, 155:23, 168:19, 169:16, 170:22 significantly [3] - 142:19, 153:23, 171:3 signs [1] - 171:8 similar [2] - 112:4, 148:19 simple [1] - 139:23 simply [3] - 149:8, 156:15, 162:23 single [2] - 114:21, 159:11 site [1] - 102:8 sites [1] - 107:16 sitting [1] - 120:8 situation [3] - 111:24, 117:7, 121:8 situations [2] - 117:3, 124:18 six [2] - 104:10, 135:5 size [2] - 150:1, 157:3 skeptically [1] - 160:11 slide [3] - 95:20, 98:14, 168:4 slightly [1] - 105:9 slow [1] - 141:7 small [8] - 103:14, 119:12, 142:2, 143:6, 143:8, 169:14, 169:15, 169:20 smaller [10] - 121:21, 142:4, 142:11, 142:13, 142:16, 143:1, 149:14, 150:1, 166:12, 166:14 smoking [1] - 161:20 SNPs [2] - 107:6, 128:22 society [1] - 134:8 sold [1] - 161:22 someone [2] - 96:21, 108:23 sometimes [4] - 113:13, 116:17, 147:11, 170:21 somewhere [3] - 110:24, 129:21, 167:24 son [1] - 117:9 Sood [14] - 114:9, 114:11, 120:3, 128:5, 136:25, 138:5, 139:8, 143:14, 149:9, 153:5, 156:4, 156:9, 162:10, 164:1 SOOD [2] - 92:5, 93:4 soot [1] - 144:11 sorry [5] - 103:25, 127:10, 141:2, 141:9, 168:5 sort [8] - 140:7, 144:17, 151:1, 152:9, 160:24, 163:7, 170:6, 171:4 source [4] - 102:1, 102:3, 108:4, 123:1 South [2] - 89:20, 90:16 space [1] - 147:22 special [5] - 102:8, 107:6, 119:5, 128:20, 128:22 specialist [3] - 104:17, 106:17, 109:2 specialists [2] - 112:12, 112:18 specialized [1] - 127:3 specializing [2] - 104:14, 104:15 specially [1] - 125:6 Specialty [1] - 122:1 specialty [2] - 125:14, 162:14 specific [4] - 94:11, 96:2, 111:16, 135:20 specifically [3] - 99:18, 102:16, 122:9 spectrum [1] - 160:24 spell [2] - 101:5, 133:12 spend [4] - 140:4, 144:4, 151:20, 162:19 spending [2] - 138:21, 138:22 spent [1] - 141:14 spoken [1] - 124:19 sponsors [2] - 141:8, 160:6 spot [1] - 156:10 Spring [1] - 89:20 squarely [1] - 159:20 squeeze [2] - 121:17, 121:21 squeeze-and-buy [1] - 121:17 squeezed [1] - 122:13 St [2] - 90:8, 90:16 stable [1] - 105:22 staff [5] - 111:12, 115:6, 125:7, 135:6, 135:11 staffing [1] - 102:7 stakes [1] - 138:14 stamped [1] - 155:17 stand [2] - 93:3, 132:25 standalone [3] - 133:20, 137:12, 141:20 standard [2] - 107:20, 158:18 standpoint [1] - 160:2 staple [1] - 168:6 stapled [1] - 168:6 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 190 staples [1] - 168:7 Starbucks [1] - 113:15 stark [1] - 156:20 start [6] - 93:17, 107:12, 115:10, 125:9, 151:9, 156:1 started [8] - 93:12, 93:14, 102:23, 105:1, 105:14, 113:3, 115:12 starting [2] - 106:19, 110:18 state [7] - 101:5, 105:12, 133:12, 135:15, 146:25, 164:23, 168:15 State [2] - 89:19, 89:22 statement [2] - 141:3 STATES [3] - 89:2, 89:4, 89:12 states [4] - 103:3, 134:16, 135:16, 143:17 States [4] - 89:14, 98:15, 102:21, 133:4 Statin [1] - 118:6 Statins [1] - 118:7 status [2] - 102:12, 128:4 stay [4] - 105:21, 109:24, 116:22, 131:21 steeped [1] - 164:11 steer [1] - 94:24 step [8] - 100:16, 110:23, 132:21, 148:15, 149:1, 151:7, 163:14, 171:14 stick [1] - 168:23 stigma [2] - 113:2, 113:4 still [5] - 93:24, 104:21, 109:10, 113:3, 119:8 stop [1] - 103:11 story [1] - 165:14 straightened [1] - 115:18 strategies [3] - 121:17, 163:21, 163:24 strategy [2] - 167:6, 168:20 stream [1] - 158:24 Street [5] - 89:17, 89:20, 90:5, 90:10, 90:19 strengthening [1] - 153:6 strong [9] - 100:4, 100:7, 105:21, 115:3, 115:5, 139:11, 144:1, 153:11 stronger [2] - 154:15, 154:21 struck [1] - 148:21 structural [2] - 134:24, 144:2 structure [1] - 138:1 structured [1] - 150:25 struggled [1] - 150:9 struggling [1] - 143:7 studies [8] - 109:15, 109:18, 109:25, 111:9, 112:13, 112:14, 136:3, 169:1 stuff [3] - 127:8, 139:23, 169:1 submitted [2] - 98:16, 135:22 subscriber [1] - 164:20 subscribers [9] - 94:23, 94:25, 97:8, 145:14, 160:7, 162:8, 162:19, 166:6, 166:9 subscribers' [1] - 144:17 subsidy [3] - 138:16, 141:21, 143:21 successful [2] - 111:6, 148:18 successfully [2] - 149:4, 149:25 suddenly [2] - 121:14, 130:7 sued [2] - 128:2, 128:3 suffer [1] - 95:5 suggested [2] - 140:6 Suite [4] - 89:20, 90:11, 90:19, 90:22 summarized [1] - 98:17 summary [2] - 93:18, 98:22 sums [1] - 118:19 superimpose [1] - 153:14 supervision [1] - 106:13 supplier [1] - 158:20 supply [4] - 135:17, 137:9, 137:13, 145:18 support [4] - 107:20, 117:21, 152:4, 152:7 supported [1] - 169:2 supporting [1] - 152:10 suppose [2] - 95:14, 97:18 supposed [2] - 127:15, 146:24 suppress [1] - 110:11 suppressed [4] - 105:19, 109:24, 110:22, 111:1 suppression [1] - 111:2 surprisingly [1] - 130:10 surrounding [2] - 99:20, 158:17 surveyed [1] - 98:19 sweeping [1] - 137:8 swiftly [1] - 167:19 switch [8] - 139:20, 140:1, 155:9, 155:22, 163:21, 163:25, 166:24 switching [4] - 140:5, 140:16, 167:13, 168:19 sworn [4] - 93:5, 100:24, 133:6, 133:8 system [4] - 105:21, 127:16, 127:18, 137:16 systematically [1] - 100:1 systems [2] - 99:25, 145:16 T table [4] - 101:11, 137:21, 161:3, 166:1 tails [1] - 158:3 takeaway [1] - 139:8 takeaways [1] - 137:2 talks [1] - 99:18 Tallahassee [1] - 89:23 tank [1] - 134:7 tap [1] - 152:5 targeting [1] - 162:21 taxpayers [2] - 138:15, 170:24 tears [2] - 115:2, 121:13 technologies [1] - 139:4 tend [1] - 99:3 tends [1] - 98:25 term [2] - 105:11, 106:11 terms [17] - 115:8, 127:25, 129:15, 129:22, 144:15, 144:19, 145:13, 150:2, 151:16, 152:7, 152:19, 152:24, 156:3, 164:2, 164:5, 171:1 terrific [1] - 143:14 terrifically [1] - 139:9 testified [6] - 93:6, 100:24, 133:8, 134:16, 145:25, 157:9 testify [1] - 128:5 testifying [1] - 105:24 testimony [8] - 99:16, 114:9, 120:3, 128:6, 133:16, 133:17, 137:1, 145:24 testing [2] - 107:14, 107:16 tests [2] - 107:16, 107:21 text [1] - 113:7 THE [107] - 89:2, 89:11, 89:19, 93:3, 93:7, 99:11, 99:12, 100:16, 100:17, 100:18, 100:20, 100:22, 122:18, 122:20, 122:21, 122:24, 122:25, 123:2, 123:3, 123:5, 123:14, 123:17, 123:21, 123:22, 123:23, 123:24, 123:25, 124:1, 124:24, 129:10, 129:13, 129:14, 129:17, 129:18, 129:19, 129:20, 129:21, 129:24, 129:25, 130:2, 130:3, 130:16, 130:18, 130:23, 132:9, 132:11, 132:12, 132:14, 132:15, 132:17, 132:18, 132:19, 132:20, 132:22, 132:23, 133:2, 133:6, 141:7, 141:8, 144:24, 145:1, 145:2, 145:5, 145:6, 145:8, 145:9, 145:11, 152:17, 152:19, 152:22, 152:24, 152:25, 153:1, 153:3, 153:8, 154:17, 154:20, 155:13, 155:15, 156:4, 156:8, 161:4, 161:6, 161:7, 161:9, 161:14, 161:18, 161:24, 161:25, 162:3, 162:4, 164:7, 164:15, 164:21, 164:23, 165:2, 165:3, 167:22, 167:23, 167:25, 168:8, 168:10, 171:12, 171:13, 171:14, 171:16, 171:22 theme [2] - 169:10, 170:8 themes [1] - 133:17 themselves [1] - 166:14 theories [2] - 158:19, 159:6 theory [5] - 139:23, 140:18, 163:23, 165:11, 166:5 therapy [1] - 131:4 therefore [1] - 94:11 they've [6] - 95:8, 109:1, 119:23, 125:6, 125:7, 125:23 third [2] - 96:25, 139:8 threatening [1] - 118:8 three [7] - 105:18, 112:5, 116:19, 137:2, 139:24, 149:5, 171:18 threw [1] - 117:9 Thrifty [1] - 148:13 tier [7] - 121:9, 125:23, 129:1, 130:6, 130:8, 130:12 tight [1] - 140:22 tiny [1] - 142:2 titan [1] - 136:20 tobacco [1] - 161:22 today [10] - 105:25, 132:24, 133:16, 133:17, 136:25, 138:4, 146:19, 153:5, 158:2, 165:8 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 191 together [4] - 99:5, 124:12, 151:14, 168:7 tomorrow [5] - 115:19, 140:5, 144:7, 163:19, 171:17 top [1] - 155:17 total [1] - 138:23 totally [1] - 163:15 touch [3] - 108:1, 111:8, 111:11 tough [1] - 149:19 toxic [1] - 153:17 track [2] - 111:21, 151:15 tragic [1] - 117:6 trained [1] - 107:18 transcript [1] - 173:4 TRANSCRIPT [1] - 89:11 transfer [1] - 152:4 transferred [1] - 151:12 transmit [1] - 109:25 transparency [10] - 117:19, 120:4, 120:10, 162:11, 164:1, 164:2, 164:18, 164:24, 168:14, 169:24 travel [1] - 119:12 treat [4] - 103:1, 104:20, 104:21, 110:13 treater [1] - 108:22 treatment [6] - 104:22, 105:12, 110:8, 112:12, 129:4, 131:4 Tree [1] - 148:13 Tree-Family [1] - 148:13 trend [1] - 100:12 trends [1] - 114:17 tried [2] - 103:10, 116:5 triggered [1] - 164:23 trouble [2] - 169:16 troubling [2] - 157:16, 162:25 true [2] - 127:3, 136:17 truly [2] - 96:16, 105:7 try [2] - 94:24, 112:9 trying [2] - 105:8, 116:3 Tunney [3] - 105:24, 135:25 turn [6] - 139:17, 140:12, 154:18, 163:6, 163:7, 167:6 turned [1] - 134:19 TV [1] - 154:17 two [15] - 116:20, 133:17, 133:25, 139:24, 148:1, 148:8, 151:10, 155:25, 156:21, 158:23, 159:6, 168:15, 170:2, 171:19, 171:24 two-hour [1] - 171:19 type [1] - 165:1 types [7] - 127:14, 127:16, 127:23, 134:23, 141:17, 146:13, 167:16 typically [5] - 94:18, 105:18, 108:6, 112:4, 136:7 U U.S [5] - 89:16, 91:3, 110:23, 135:23, 141:14 U.S.C [1] - 96:8 ultimate [1] - 162:22 ultimately [3] - 103:21, 110:21, 160:7 unable [2] - 148:10, 148:14 unattractive [1] - 166:15 under [12] - 93:7, 106:13, 109:13, 120:2, 120:18, 122:14, 129:7, 139:12, 143:16, 151:9, 155:24, 156:1 understood [1] - 153:5 undetectable [1] - 105:20 uneven [1] - 131:16 unfair [1] - 131:17 unfortunately [2] - 138:9, 142:9 unintegrated [1] - 165:17 unique [3] - 108:20, 127:4, 170:15 UNITED [3] - 89:2, 89:4, 89:12 United [7] - 89:14, 98:15, 102:21, 114:20, 116:10, 133:4, 149:12 UnitedHealth [2] - 147:22, 148:2 UnitedHealth-Sierra [1] - 148:2 UnitedHealthcare [1] - 137:20 University [1] - 134:21 unless [2] - 103:14, 164:11 unlikely [1] - 169:13 unpacking [2] - 135:23, 151:20 unprofitable [2] - 168:16, 168:20 untreated [1] - 109:10 unusual [1] - 130:21 unwillingness [1] - 155:21 up [34] - 93:16, 97:21, 100:8, 102:25, 106:6, 111:18, 111:20, 112:18, 115:14, 117:6, 117:8, 121:13, 123:9, 126:2, 126:11, 130:8, 131:1, 131:16, 133:6, 140:7, 148:3, 148:4, 148:6, 149:10, 152:15, 153:16, 158:19, 159:24, 162:1, 166:2, 169:10, 172:2 upstream [3] - 158:23, 159:16, 166:3 uptick [1] - 150:8 useful [1] - 168:7 utilized [1] - 165:23 V vaccine [1] - 126:24 vaccines [1] - 127:17 variety [3] - 100:3, 135:13, 136:19 various [5] - 100:10, 110:5, 113:19, 116:4, 134:17 vary [1] - 130:3 vast [2] - 105:16, 109:11 ventilated [2] - 137:14, 167:7 venture [1] - 155:21 Vermont [1] - 90:22 versus [2] - 134:23, 151:3 vertical [21] - 133:25, 135:24, 137:23, 138:3, 139:17, 153:15, 153:23, 154:15, 158:3, 158:12, 158:14, 158:17, 159:8, 159:14, 159:17, 159:18, 160:9, 165:12, 167:9, 170:2, 171:1 vertically [11] - 137:17, 137:20, 137:22, 138:7, 140:2, 142:18, 157:14, 158:21, 159:10, 170:10 viable [4] - 121:22, 122:2, 150:22, 166:24 victims [1] - 167:5 view [2] - 131:12, 153:4 viewed [1] - 154:13 vigorous [2] - 135:15, 137:12 violating [1] - 128:2 virtue [1] - 128:21 virus [7] - 105:19, 109:11, 109:20, 109:23, 110:22, 111:1, 127:17 vitally [1] - 152:10 voice [1] - 124:23 W W-O-H-L-F-E-I-L-E-R [1] - 101:8 Wabash [1] - 90:13 walk [2] - 107:23, 125:18 wall [1] - 159:13 Warner [1] - 154:16 Washington [7] - 89:7, 89:18, 90:6, 90:8, 90:20, 90:23, 91:4 wave [1] - 143:9 ways [1] - 153:24 weakened [1] - 127:15 weaknesses [1] - 127:18 webcast [1] - 112:21 weeks [1] - 136:6 weight [2] - 139:10, 155:20 welcome [1] - 132:22 well-ventilated [1] - 137:14 WellCare [25] - 94:2, 137:23, 148:7, 148:20, 149:13, 149:15, 149:24, 150:5, 150:9, 150:21, 151:6, 151:23, 152:14, 155:22, 155:24, 156:2, 156:22, 156:23, 157:12, 157:13, 157:17, 157:21, 158:1, 170:9 WellCare's [1] - 151:5 WHATLEY [1] - 90:10 white [3] - 134:16, 136:7, 136:19 White [1] - 108:6 whole [2] - 100:3, 126:7 wholesale [1] - 129:24 WILLIAMS [1] - 90:7 willing [1] - 116:21 willingness [1] - 155:8 withheld [1] - 165:19 WITNESS [46] - 92:3, 99:12, 100:17, 122:20, 122:24, 123:2, 123:5, 123:17, 123:22, 123:24, 124:1, 129:13, 129:17, 129:19, 129:21, 129:25, 130:3, 130:18, 132:11, 132:14, 132:17, 132:19, 132:22, 141:8, 145:1, 145:5, 145:8, 145:11, 152:19, 152:24, 153:1, 153:8, 154:20, 155:15, 156:8, 161:6, 161:9, 161:18, 161:25, 162:4, 164:15, 164:23, 165:3, 167:23, 168:10, 171:13 Witness [2] - 100:19, 171:15 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 192 witness [8] - 93:3, 100:20, 132:24, 133:2, 133:5, 138:18, 171:19 witnesses [4] - 144:7, 163:19, 171:18, 171:24 Wohlfeiler [5] - 101:3, 101:7, 101:9, 140:6, 170:14 WOHLFEILER [2] - 92:6, 100:23 Wohlfeiler's [2] - 137:1, 145:24 words [2] - 126:5, 154:9 workers [1] - 135:19 works [3] - 106:1, 110:15, 146:24 world [3] - 107:15, 154:7 worldwide [1] - 103:6 worried [1] - 131:22 worry [2] - 168:9, 169:25 worse [2] - 97:5, 97:11 worth [2] - 116:19, 116:20 wrap [4] - 102:5, 107:10, 108:2, 131:1 wrap-around [3] - 102:5, 107:10, 108:2 Y year [8] - 118:18, 141:11, 142:6, 151:9, 152:9, 155:25 year-over-year [1] - 141:11 years [16] - 95:22, 102:22, 104:10, 105:7, 114:16, 114:18, 114:19, 134:6, 135:5, 147:18, 147:25, 148:8, 151:11, 155:25, 156:16, 161:19 yourself [1] - 134:2 Z zero [1] - 121:2 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243