IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA UNITED STATES OF AMERICA, ET AL., ) ) Plaintiffs, ) ) vs. ) ) CVS HEALTH CORPORATION, ET AL., ) ) Defendants. ) ___________________________________) CV No. 18-2340 Washington, D.C. June 5, 2019 10:45 a.m. Day 2 Morning Session TRANSCRIPT OF MOTIONS HEARING BEFORE THE HONORABLE RICHARD J. LEON UNITED STATES SENIOR DISTRICT JUDGE APPEARANCES: For the United States: Jay D. Owen Scott I. Fitzgerald Jesus M. Alvarado-Rivera U.S. DEPARTMENT OF JUSTICE Antitrust Division 450 5th Street, NW Suite 8700 Washington, D.C. 20530 (202) 598-2987 jay.owen@usdoj.gov scott.fitzgerald@usdoj.gov jesus. alvarado-rivera@usdoj.gov Peter J. Mucchetti U.S. Department of Justice Antitrust Division Chief Healthcare and Consumer Products Section 450 5th Street, NW Suite 4100 Washington, D.C. 20530 (202) 353-4211 peter.j.mucchetti@usdoj.gov WilliamPZaremba@gmail.com APPEARANCES CONTINUED For the State of Florida: Lizabeth A. Brady OFFICE OF ATTORNEY GENERAL/FL PL-01, The Capitol Tallahassee, FL 32399-1050 (850) 414-3300 liz.brady@myfloridalegal.com For the State of California, Florida, Mississippi, Washington, Hawaii: Malinda Lee Office of the California Attorney General 300 S. Spring Street Suite 1702 Los Angeles, CA 90013 (213) 269-2663 Malinda.Lee@doj.ca.gov For Defendant CVS: Jonathan B. Pitt WILLIAMS & CONNOLLY LLP 725 12th St., NW Washington, D.C. 20005 (202) 434-5341 jpitt@wc.com Michael G. Cowie Rani A. Habash Michael H. McGinley DECHERT, LLP 1900 K Street, NW Washington, D.C. 20006 (202) 261-3481 rani.habash@dechert.com mike.cowie@dechert.com michael.mcginley@dechert.com WilliamPZaremba@gmail.com APPEARANCES CONTINUED: On behalf of Amicus American Medical Assn.: Henry C. Quillen WHATLEY KALLAS LLP 159 Middle Street Suite 2C Portsmouth, NH 03801 603-294-1591 hquillen@whatleykallas.com Henry S. Allen, Jr. AMERICAN MEDICAL ASSOCIATION 330 N. Wabash Chicago, IL 60611 (312) 464-4271 henry.allen@ama-assn.org On behalf of Amicus Consumer Action and U.S. PIRG: David A. Balto LAW OFFICE OF DAVID A. BALTO 8030 Ellingson Drive Chevy Chase, MD 20815 (202) 577-5424 david.balto@yahoo.com Andre P. Barlow DOYLE, BARLOW & MAZARD PLLC 1110 Vermont Avenue, NW Suite 715 Washington, D.C. 20005 (202) 589-1834 abarlow@dbmlawgroup.com On behalf of Amicus AIDS Healthcare Foundation: Christopher H. Casey Sean P. McConnell DUANE MORRIS LLP 505 Ninth Street, NW Suite 1000 Washington, D.C. 20004 (202) 776-7824 jjaronica@duanemorris.com chcasey@duanemorris.com spmcconnell@duanemorris.com WilliamPZaremba@gmail.com APPEARANCES CONTINUED: Court Reporter: William P. Zaremba Registered Merit Reporter Certified Realtime Reporter Official Court Reporter U.S. Courthouse 333 Constitution Avenue, NW Room 6511 Washington, D.C. 20001 (202) 354-3249 Proceedings recorded by mechanical stenography; transcript produced by computer-aided transcription WilliamPZaremba@gmail.com - - WITNESS INDEX - - WITNESSES DIRECT CROSS REDIRECT RECROSS DEFENDANT CVS: LAWRENCE WU 200 WilliamPZaremba@gmail.com 198 P R O C E E D I N G S 1 2 DEPUTY CLERK: All rise. The United States 3 District Court for the District of Columbia is now in 4 session, the Honorable Richard J. Leon presiding. 5 the United States and this Honorable Court. 6 seated and come to order. God save Please be 7 The matter before the Court is Civil Action 8 No. 18-2340, United States of America, et al., versus 9 CVS Health Corporation, et al. 10 11 12 13 Counsel, please come forward and state your names for the record. MR. OWEN: Good morning, Your Honor. Jay Owen for the United States. 14 THE COURT: 15 MR. FITZGERALD: Welcome. Good morning, Your Honor. 16 Scott Fitzgerald with the antitrust division, also for the 17 United States. 18 THE COURT: 19 MR. MUCCHETTI: Welcome. Good morning, Your Honor. 20 Peter Mucchetti with the antitrust division for the 21 United States. 22 THE COURT: 23 MR. ALVARADO: 24 25 Welcome. Good morning, Your Honor. Jesus Alvarado with the United States. THE COURT: Welcome. WilliamPZaremba@gmail.com 199 1 MS. BRADY: Good morning, Your Honor. 2 Lizabeth Brady for the State of Florida and the plaintiff 3 states. 4 THE COURT: 5 MS. LEE: Welcome. Good morning, Your Honor. Malinda Lee 6 on behalf of Plaintiff State of California and the plaintiff 7 states. 8 THE COURT: 9 MR. PITT: 10 Welcome. Good morning, Your Honor. Jonathan Pitt from Williams & Connolly for CVS Health. 11 THE COURT: Welcome. 12 MR. COWIE: Good morning, Your Honor. 13 Michael Cowie from Dechert for CVS Health. 14 THE COURT: 15 MR. HABASH: 16 Welcome. Good morning, Your Honor. Rani Habash from Dechert for CVS Health. 17 THE COURT: 18 MR. McGINLEY: 19 Welcome. Good morning, Your Honor. Michael McGinley from Dechert for CVS Health. 20 THE COURT: 21 MR. QUILLEN: Welcome. Good morning, Your Honor. 22 Henry Quillen from Whatley Kallas for the American Medical 23 Association. 24 THE COURT: Welcome. 25 MR. ALLEN: Good morning, Your Honor. WilliamPZaremba@gmail.com Henry Allen 200 1 for the -- with American Medical Association. 2 THE COURT: Welcome. 3 MR. BALTO: Good morning, Your Honor. David Balto 4 on behalf of Consumer Action, the United States Public 5 Interest Research Group. 6 THE COURT: Welcome. 7 MR. CASEY: Good morning, Your Honor. Chris Casey 8 from Duane Morris on behalf of the AIDS Healthcare 9 Foundation. 10 THE COURT: 11 All right, Counsel. 12 Mr. Pitt, are you ready to proceed? 13 MR. PITT: 14 THE COURT: Call your first witness. 15 MR. COWIE: Your Honor, we call Lawrence Wu. 16 DEPUTY CLERK: 17 THE WITNESS: 18 Raise your right hand. 19 (Witness is placed under oath.) Welcome. We are, Your Honor. Good morning, sir. Good morning. 20 LAWRENCE WU, WITNESS FOR DEFENDANT CVS, HAVING BEEN DULY 21 SWORN, TESTIFIED AS FOLLOWS: 22 23 24 25 DIRECT EXAMINATION BY MR. COWIE: Q Dr. Wu, would you introduce yourself by describing your academic background? WilliamPZaremba@gmail.com 201 1 A 2 Yes. My name is Lawrence Wu. I am an economist. 3 I have a B.A. in economics from Stanford University and a 4 Ph.D. in economics from the Graduate School of Business at 5 the University of Chicago. 6 Q Dr. Wu, what is your current job? 7 A I am president of NERA Economic Consulting. 8 Q How long have you been president? 9 A I've been president for seven years. 10 Q Can you tell us a bit about NERA? 11 A NERA was founded in 1961, one of the very first 12 economic consulting firms that do work in this area. 13 14 NERA is retained to advise companies with their regulatory matters. 15 We've been retained to advise governments on how 16 to inject competition into the marketplace, and we will 17 advise governments on how to price services like air traffic 18 control or airport landing slots. 19 globally. 20 21 So that's what we do We have ten offices in the U.S., ten outside the U.S. 22 There are 520 of us. 23 And I am among a few who specialize in economics 24 25 that -- in the area of antitrust. And I've presented to the regulatory agencies and WilliamPZaremba@gmail.com 202 1 in proceedings just like this. 2 Q Dr. Wu, before you joined NERA, what was your job? 3 A I was a staff economist at the Federal Trade 4 Commission, and that was from 1992 to 1996. 5 Q When you were at the FTC, did you analyze mergers? 6 A I did. 7 As a staff economist, I worked with the staff 8 attorneys at the FTC. 9 impact of proposed mergers. 10 11 We would review the competitive For me, many of the transactions I reviewed were in the healthcare field. 12 1992, Bill Clinton was just elected. Health 13 reform did not pass, but it created a wave of innovation and 14 healthcare acquisitions and mergers in the field. 15 16 17 Q Dr. Wu, did you also analyze merger remedies when you worked at the FTC? A 18 I did. There were occasions where the parties may propose 19 a settlement or divestiture to resolve the competitive 20 concerns. 21 And as a staff economist, I would be responsible 22 for evaluating whether a remedy was needed; and, if so, 23 would the remedy resolve the competitive concerns? 24 write a recommendation on behalf of the Bureau of Economics. 25 Q And I'd Dr. Wu, I'd like to go through your experience WilliamPZaremba@gmail.com 203 1 briefly as a testifying expert. 2 3 Have you testified in trial before? A 4 5 I have. I have testified in a trial or administrative hearing 14 times. 6 Q Have you testified in this court before? 7 A I have. 8 In 2000, I -- 9 THE COURT: 10 Let's be clear about that. says "this court," he doesn't mean this judge. 11 THE WITNESS: 12 THE COURT: 13 Yes. You've never appeared before this Court. 14 THE WITNESS: 15 THE COURT: 16 I have never appeared before Your -- He's talking about my colleagues in the District Court of D.C., correct? 17 MR. COWIE: Correct. 18 THE COURT: All right. 19 THE WITNESS: 20 THE COURT: 21 When he Yes. Thank you for that. I don't want the record to be clouded on that subject. 22 THE WITNESS: 23 I have testified before this court broadly, Yes. 24 including your colleagues. 25 There was a merger transaction that the FTC challenged, and That was in the year 2000. WilliamPZaremba@gmail.com 204 1 I was retained by the merging parties. 2 Judge Thomas Hogan. 3 4 5 THE COURT: And that was before Judge Hogan. BY MR. COWIE: Q And, Dr. Wu, you testified in that merger trial in 6 this U.S. District Court on the defense side; 7 is that correct? 8 A Yes. 9 Q Have you testified for the government as an expert 10 11 I was retained by the merging parties. economist in trial? A I have. I've done that a couple of times. 12 One when I was at the FTC. 13 The FTC brought a complaint against an association 14 for price fixing. 15 And while I was at NERA, the Federal Trade 16 Commission retained me to be their economic expert in a 17 hospital merger challenge that they brought in Missouri. 18 19 20 Q industry? A 21 22 23 24 25 Dr. Wu, have you worked at all in the healthcare I have. During graduate school, I did work at the American Hospital Association as a research analyst. Q And as part of your academic background, have you worked or taught in the healthcare area before? A I have. WilliamPZaremba@gmail.com 205 1 There was a semester where I was an adjunct 2 professor at NYU's Wagner School of Public Service. 3 the school that houses the public policy program at NYU, and 4 I had the privilege of teaching a health economics class for 5 them. 6 7 Q That's In your consulting, have you worked on a pharmacy benefit manager merger, or a PBM merger? 8 A 9 I have. I worked on a transaction in 2011 and 2012, and 10 that was when Express Scripts proposed to acquire Medco. 11 And it had to deal with PBM, pharmacy benefit services. 12 13 Q Dr. Wu, have you testified in the U.S. Congress on healthcare matters? 14 A 15 I have. I had the privilege last year of being asked to 16 testify before a House Subcommittee on Antitrust. 17 was the CVS-Aetna transaction and consolidation in the PBM 18 market. 19 20 THE COURT: I've seen the testimony. THE WITNESS: 22 THE COURT: 24 25 I've read it. 21 23 The topic Thank you. I'm familiar with it. BY MR. COWIE: Q And, Dr. Wu, were you consulting for CVS at the time of that testimony before Congress? WilliamPZaremba@gmail.com 206 1 2 A I was not consulting for any party when I appeared before that House subcommittee. 3 Q Dr. Wu, what was your assignment for this case? 4 A My assignment in this case has three parts. 5 THE COURT: 6 THE WITNESS: 7 THE COURT: 9 Go ahead. 10 12 I've been retained by counsel for CVS. 8 11 Well, who's employing you? CVS counsel. THE WITNESS: All right. My assignment in this case has three parts. The first is to assess whether the proposed 13 divestiture reasonably resolved the competitive concerns. 14 So this would have to do with a combination of WellCare and 15 Aetna in the PDP marketplace. 16 The second assignment has to do with addressing 17 the vertical foreclosure concerns that were raised 18 yesterday. 19 And the third -- 20 THE COURT: 21 Did you sit in on the testimony yesterday? 22 THE WITNESS: 23 THE COURT: 24 THE WITNESS: 25 I did. Okay. And the third assignment was to address questions related to horizontal competition in the WilliamPZaremba@gmail.com 207 1 PBM marketplace. 2 BY MR. COWIE: 3 4 5 Q Dr. Wu, with these assignments, what types of information did you evaluate? A I evaluated the types of information that I would 6 evaluate in all of my consulting assignments. 7 I read company documents. I reviewed and analyzed 8 company data. 9 submitted to the Department of Justice. 10 11 12 13 14 Q 19 20 21 22 23 24 25 Based on your review, what conclusions have you reached, Dr. Wu? A My conclusion is that the proposed divestiture resolves the competitive concerns that the DOJ had. Second, the transaction between Aetna and CVS does not raise vertical foreclosure concerns. 17 18 And, of course, I read various publicly available information and documents. 15 16 I read the submissions that CVS and Aetna And the third is that I see the PBM marketplace as being vigorous and competitive. Q Now, did you also review the comments by the critics to the divestiture? A Yes, I have. The DOJ received a number of comments on the proposed divestiture and I took a look at those comments. There are 146 comments that were in opposition to the proposal. WilliamPZaremba@gmail.com 208 1 2 3 4 5 And my observation from that is that almost all of the comments in opposition were from competitors to CVS. Q And, Dr. Wu, did those competitors include competing pharmacies? A Yes. 6 The competitors that provided comments in 7 opposition, most of them were from either independent 8 pharmacists, could be independent physician groups -- yeah, 9 physician groups and pharmacies, so those are the broad 10 category. 11 I did not see, by the way, comments and opposition 12 from employer groups or health plans who were buying PBM 13 services or entities or individuals that I might 14 characterize as customers. 15 Q 16 competitor. 17 A You mentioned physician groups as a type of How are physician groups competitors to CVS? Physician groups are competitors in that CVS has 18 MinuteClinics. 19 may be able to get at a doctor's office or a MinuteClinic, 20 and the services can be as simple as a vaccination or a flu 21 shot. 22 23 24 25 Q There are certain things that an individual But these are just -- that's how they compete. From an economic perspective, how do you view complaints by competitors? A Well, how I view it as an economist and the way I looked at it when I was at the Federal Trade Commission are WilliamPZaremba@gmail.com 209 1 similar. 2 We would hear from competitors. 3 But typically, we would listen to comments from 4 competitors. 5 because it's important to keep in mind that competition has 6 winners and losers, and competition in antitrust is about 7 protecting competition, not competitors. 8 that framework in mind. 9 Q 10 divestiture. 11 And, frankly, we would view them skeptically, So we always keep Let's move to some of the details concerning the MR. COWIE: Your Honor, I provided your 12 Deputy Clerk yesterday a small set of demonstratives. 13 Do you have that available? 14 15 16 17 18 THE COURT: You remember what I said yesterday about demonstratives, right? No. He's here to testify, not to show demonstratives. You can show them if he wants to refer to them. 19 We're not putting anything up on the screen. 20 to testify. 21 22 MR. COWIE: He's just here Do you have -- would you like another set, Your Honor? 23 THE COURT: I have a set right here. 24 MR. COWIE: May I approach the witness? 25 THE COURT: Sure. WilliamPZaremba@gmail.com 210 1 2 3 4 5 BY MR. COWIE: Q Dr. Wu, what is the purpose of an antitrust remedy? A The purpose of a remedy in a merger context is to restore competition to pre-merger levels. 6 MR. COWIE: 7 divestiture study. 8 BY MR. COWIE: 9 10 11 Q Tab 1, Your Honor, refers to a Dr. Wu, have the antitrust agencies studied the effectiveness of remedies? A 12 Yes. The FTC has studied the effectiveness of remedies 13 on a couple of occasions. 14 in January 2017. 15 The most recent report was issued In that study, the FTC looked at all of the orders 16 from 2006 to 2012, and they did deep dives or case studies 17 on 50 of them. 18 So they evaluated those 50 remedies and wrote a 19 report to describe the lessons learned, what made 20 divestitures successful and what made divestitures not 21 successful. 22 Q 23 that study? 24 A 25 And what types of information did the FTC use in In their case studies, the FTC called market participants, including the merging parties and the buyer of WilliamPZaremba@gmail.com 211 1 the divested assets, and they also got sales data from 2 various market participants. 3 a combination of data and interviews with market 4 participants. 5 6 THE COURT: You'd already left there by the time this study was done, right? 7 THE WITNESS: 8 THE COURT: 9 THE WITNESS: 10 11 12 13 14 15 16 17 So it was a pretty -- so it's THE COURT: Yes. You left in '96? Yes. Right. BY MR. COWIE: Q And this study was looking back at divestitures to see if they, in fact, worked, correct? A That's right, worked or not worked. And what were the factors in -- that made a divestiture more likely to be successful. THE COURT: Some of these divestitures were 18 divestitures that took place during the time that you were 19 at the FTC from '92 to '96? 20 THE WITNESS: 21 So I was there in 1996 -- no. 22 The divestitures studied in the January 2017 No. 23 report was from 2006 to 2012. 24 THE COURT: 25 THE WITNESS: '6 to '12. Yeah. WilliamPZaremba@gmail.com 212 1 2 3 THE COURT: BY MR. COWIE: Q 4 5 6 7 8 9 Okay. Okay. Does this chart, Dr. Wu, identify characteristics of a successful divestiture? A Yes. So the items on that first tab, they reflect my takeaways from the divestiture report. I think of it in two broad ways. I think about 10 the asset being divested. 11 And the items in the -- that list corresponds to both. I think about the buyer, okay. 12 With respect to the assets, the FTC found that a 13 divestiture was more likely to be successful if the assets 14 being sold were part of an ongoing business or more of a 15 complete business. 16 successful. 17 being sold. 18 That made it more likely to be So that's one important aspect of the asset And then on the buyer's side, the FTC found that a 19 remedy was more likely to be successful if a buyer was 20 pre-approved. 21 experience in the market, they know what to do with the 22 asset, they've got a sound financial balance sheet. 23 If the buyer had knowledge of the industry So those are all factors that would give the -- 24 that gave the FTC confidence that the merger was likely to 25 be successful. WilliamPZaremba@gmail.com 213 1 THE COURT: What was your understanding as to why 2 the Justice Department thought a remedy was needed at all? 3 What was your understanding? 4 THE WITNESS: My understanding is that the 5 antitrust division looked at the competitive overlap in the 6 PDP marketplace. 7 THE COURT: 8 Of course, as you well know, they don't just Uh-huh. 9 compete in the PDP marketplace -- 10 THE WITNESS: 11 THE COURT: 12 THE WITNESS: 13 So in terms of why -- okay. 14 Well -- -- with Aetna then. Yeah, okay. So -- but in terms, to answer your question -- 15 THE COURT: 16 THE WITNESS: Right. -- the DOJ evaluated a number of 17 issues, and I think they concluded that the competitive 18 overlap in the PDP market was what concerned them the most. 19 THE COURT: 20 THE WITNESS: Okay. So there were 34 regions in the 21 country, and they identified 16 areas where they said, Well, 22 there's probably a horizontal issue of concern. 23 Okay. They also evaluated the vertical foreclosure 24 issues, too. 25 about the vertical foreclosure issues, they did not see that And my understanding is that, as they thought WilliamPZaremba@gmail.com 214 1 as raising a competitive concern that required a remedy. 2 THE COURT: 3 Is that where the -- you speak in terms of Is that the PBM marketplace? 4 vertical foreclosure issues. 5 practical reality of how this works. Translate that into the 6 THE WITNESS: 7 There are a couple of possible ways that have been Yes. 8 described here, in this courtroom. 9 a Caremark's PBM; another has to do with Caremark -- One has to do with PBM, 10 THE COURT: 11 THE WITNESS: 12 THE COURT: 13 THE WITNESS: 14 Now, the analogy is almost exactly the way it was 15 16 17 Caremark and CVS. And CVS. CVS and Caremark are one. Right. Okay. Right. in AT&T-Time Warner, where, if you thought about the -THE COURT: This should be interesting. should be very interesting. This I'm all ears. 18 THE WITNESS: 19 So I'll describe the setup, and then would it be 20 Yeah. helpful if I described how that applies to this? 21 THE COURT: 22 THE WITNESS: 23 So just to give an analogy, when I think about 24 vertical foreclosure, and the way I think about it as an 25 economist is the way economists generally will think about If you think it does, sure. Yeah. WilliamPZaremba@gmail.com 215 1 it. 2 lawyers at the DOJ think about it. 3 whether or not there are five -- one of the key elements for 4 vertical foreclosure, to have an anti-competitive effect, 5 okay. I know it's the way the economists and those staff 6 They'll think about So they might start, okay, by saying, Is there 7 some important input that is a must-have input that might 8 give the vertically integrated company some leverage in 9 negotiations. 10 So in the AT&T-Time Warner context, that might 11 have been HBO and CNN, and the question was whether the 12 vertically integrated entity could use those assets to 13 somehow get an advantage. 14 assets. 15 Okay, because they were must-have So that's the first one. And the question that -- the parallel here in this 16 transaction is whether or not CVS and Aetna have a Caremark 17 PBM service that is a must-have input that, Oh, okay, it's 18 so important, because I have CVS -- because I have the 19 Caremark PBM, I can -- this transaction lets me do more. 20 And the same thing with -- 21 THE COURT: 22 Caremark PBM? Why do you keep calling it the CVS/Caremark. 23 THE WITNESS: 24 THE COURT: 25 THE WITNESS: Oh. CVS owns that -Yes. WilliamPZaremba@gmail.com 216 1 THE COURT: 2 It's the CVS PBM with Caremark, of course. 3 THE WITNESS: 4 THE COURT: 5 THE WITNESS: 6 THE COURT: 7 You keep calling it the Caremark PBM. 8 THE WITNESS: 9 THE COURT: -- right? But don't disassociate it, sir. 11 THE COURT: 13 marketplace. 29 percent, roughly 30, of the PBM THE WITNESS: 15 THE COURT: 17 18 Yes, it is CVS's PBM. And it controls a third of the 14 16 Oh. It's CVS's PBM. THE WITNESS: marketplace, right? Oh, okay. Keep CVS. 10 12 Yes. Is it -- so yes. It's one of the three major PBMs which controls 70 percent in the marketplace, correct? THE WITNESS: It is one of the three PBMs that have around here on the 70 percent. 19 THE COURT: 20 THE WITNESS: 21 THE COURT: 22 THE WITNESS: 23 THE COURT: 24 THE WITNESS: 25 THE COURT: Am I off on those statistics? No, that's roughly right. Roughly right. Roughly right. So a third of the market. Yeah, roughly right. Okay. WilliamPZaremba@gmail.com 217 1 2 THE WITNESS: And I didn't mean to disassociate Caremark and CVS. 3 THE COURT: No, I know, it's a subtle distinction. 4 But some people listening might not understand that 5 distinction. Let's just keep it less subtle. 6 THE WITNESS: 7 THE COURT: 8 THE WITNESS: Okay. So I'll say CVS. Yeah. Okay. So the CVS PBM. The question 9 is whether or not CVS will be able to use -- the CVS PBM has 10 greater leverage or the CVS pharmacy has leverage, so that's 11 the first step, right. 12 13 And then the second step, right, is whether or not, if -- 14 15 THE COURT: though, would it, if the merger were to occur? 16 17 Well, that wouldn't be the leverage, They've got -- CVS/Caremark has the distribution network of CVS/Pharmacy, 7900? 18 THE WITNESS: 19 THE COURT: 20 Out of the 70,000 in America, so 10 percent. 21 THE WITNESS: 22 THE COURT: 23 Okay. Roughly. A little bit more than 10 percent. 24 25 Yes. But the leverage if the merger occurs isn't that, is it? It's the 21 million customers they acquire from WilliamPZaremba@gmail.com 218 1 Aetna, 2 million of which are PDP, the other 19 million of 2 which are in the non-PDP market, right? 3 they gain, this huge market -- this huge collection of 4 customers, am I wrong? 5 THE WITNESS: 6 That's the leverage Your Honor, with due respect, a little bit wrong. 7 THE COURT: 8 I mean, that's why you're here. 9 10 expert, I'm not. You're the I'm trying to learn, I'm trying to catch THE WITNESS: The reason this transaction does not give CVS any additional leverage -- 13 THE COURT: 14 THE WITNESS: 15 Go for it. up. 11 12 No. CVS PBM. -- CVS, or CVS PBM additional leverage -- 16 THE COURT: 17 THE WITNESS: Right. -- is because CVS, the CVS PBM or 18 CVS has been providing PBM services to Aetna already. 19 have been providing PBM services to Aetna exclusively since 20 2011. 21 They So when CVS is negotiating with pharmaceutical 22 companies, they are already doing that with those 22 million 23 lives. 24 25 This transaction does not actually change the leverage because -WilliamPZaremba@gmail.com 219 1 THE COURT: 2 How often is the contract renewable? 3 THE WITNESS: 4 THE COURT: As long as they have that contract. These are? With Aetna. Once every couple years? 5 Is it a two-year contract, three-year contract? 6 BY MR. COWIE: 7 8 Q Dr. Wu, do you have an understanding the contract was entered into in 2011? 9 A I do. 10 Q Do you have an understanding it's a 12-year 11 contract that runs through 2022? 12 THE WITNESS: 13 THE COURT: 14 Yes, it's a 12-year contract. Okay. Good. Thanks for your assistance in that. 15 So at the end of that 12-year contract, if they 16 don't own Aetna, they don't -- Aetna doesn't have to renew 17 it; they can go with someone else for PBM services, right? 18 THE WITNESS: 19 THE COURT: 20 But it's different now. 21 22 23 Yes, that's right. Okay. If they merge, they own them. That's a very different posture, is it not, when they own the business that has 21 million subscribers? 24 THE WITNESS: 25 THE COURT: Yes. So -- Won't you have a contract with that WilliamPZaremba@gmail.com 220 1 business that has to be renewed and has to be re-negotiated? 2 That's a pretty different posture, isn't it? 3 4 5 THE WITNESS: Well, but not when it comes to -- no, not when it comes to the bargaining leverage. So that's the part where -- when I think about 6 does CVS -- does the proposed vertical transaction give CVS 7 more leverage -- 8 THE COURT: 9 If a manufacturer knows that the company they're With manufacturers? 10 dealing with has an additional 21 million customers under 11 its umbrella, that doesn't give it added leverage with the 12 manufacturers? 13 THE WITNESS: 14 But what I'm saying is, CVS had that leverage 15 It does. before the transaction. 16 THE COURT: 17 You just admitted yourself it's not the same to be Not to the same extent. 18 subject to a contract that has to be renewed and 19 re-negotiated and being owned? 20 THE WITNESS: 21 But what I -- 22 THE COURT: 23 THE WITNESS: 24 25 Oh, no, no, no. Very different. Well, yeah, a contract is different than being owned. But these are 12-year contracts. WilliamPZaremba@gmail.com 221 1 THE COURT: 2 THE WITNESS: Okay. And when CVS goes to a 3 pharmaceutical manufacturer, those contracts are not 4 12 years long. 5 THE COURT: 6 THE WITNESS: 7 And that's where they're using that -- they can -- No. They're negotiating that every year. 8 CVS can use that leverage of the 21 million lives of Aetna. 9 They were doing it before the vertical transaction. 10 11 12 And after the transaction, it's going to be the same thing. That's why I don't see the bargaining leverage changing as a result of this transaction. 13 THE COURT: 14 THE WITNESS: 15 Now, there's another reason, right, why So the PBM business. On the PBM side. 16 I don't think a CVS PBM is a must-have PBM, which is the 17 first step if you're going to have foreclosure, and that is 18 for -- if you think about the CVS PBM customers, for 19 example, health plans, is the CVS PBM really a must-have? 20 Can they do business without the CVS PBM? 21 a contract with the CVS PBM? 22 Or must they have And the reality of what happens in the marketplace 23 is that many health plans don't have to use a CVS PBM. 24 was the debate, of course, as you know, in AT&T-Time Warner, 25 which is, could a cable company, could Comcast or Dish do WilliamPZaremba@gmail.com That 222 1 business without CNN or HBO? 2 What we see here is many health plans don't use a 3 CVS PBM. 4 largest states, I -- many of them, if not most of them, 5 don't use the CVS PBM. If you look at the state -- the states, the 6 THE COURT: 7 THE WITNESS: Which ones do you have in mind? Well, I don't have -- well, I think 8 almost all of the states do not use the CVS PBM, especially 9 the big ones. I don't have that. 10 THE COURT: 11 like California or something? 12 THE WITNESS: 13 New York. 14 BY MR. COWIE: 15 When you say "the big ones," you mean Q Yeah, California. Probably I don't have the -- So, Dr. Wu, to test whether CVS/Caremark is a 16 must-have PBM, did you analyze internal bidding data of 17 CVS/Caremark? 18 19 20 A Yes. The -- exactly. So that's the other -- so one is -- there are examples of health plans who don't even use the CVS PBM. 21 Second, if you look at the won and lost accounts, 22 just so you know how it works, a health plan will put their 23 PBM service contract up for bid and they'll send it out to 24 different PBMs. 25 CVS will bid, along with many others, and they're WilliamPZaremba@gmail.com 223 1 only going to choose one. 2 So that's -- so when I look at the bids where CVS 3 wins the PBM and the bid that CVS loses, CVS loses -- 4 I mean, they lose bids all the time, and they'll lose to 5 Express Scripts, they'll lose to OptumRx, they'll lose to 6 MedImpact, they'll lose to Prime Therapeutics. 7 see this in the bidding records. 8 9 THE COURT: Well, it's got 30 percent of the market but not 100? 10 THE WITNESS: 11 THE COURT: 12 THE WITNESS: 13 THE COURT: 14 15 16 So -- you'll Yes. But they compete to keep that. Right. Right. No question. BY MR. COWIE: Q Is your analysis that bidding data show that CVS/Caremark often loses clients? 17 A Yes, they sure do. 18 Q And have you observed there are more competitors 19 20 21 than just the so-called top three? A There are. So some of them I just mentioned: 22 Prime Therapeutics, MedImpact. 23 name that you and I are familiar with. 24 THE COURT: 25 THE WITNESS: Navitus, it might not be a It's not a common name. Yeah, but they have some of these WilliamPZaremba@gmail.com 224 1 state contracts. 2 BY MR. COWIE: 3 4 Q from AHF. And, Dr. Wu, you heard the testimony yesterday Do you remember that? 5 A Yes. 6 Q And you heard that AHF has vertically integrated 7 into health insurance? 8 A Yes. 9 Q Do you know who AHF's PBM is? 10 A AHF uses MedImpact, so that's another example. 11 Q And that's an example of a PBM outside the top 12 three leaders? 13 A Yes, it is. 14 Q Dr. Wu, you mentioned you worked on 15 Express Scripts/Medco. 16 was that resolved in 2012 or cleared in 2012? And that, I believe -- did that -- 17 A Yes. 18 Q What did the FTC conclude about competition in the 19 20 21 22 23 24 25 PBM industry at that time? A Well, first of all, the FTC did not challenge the transaction, so the challenge moved forward. And the FTC concluded that competition in the PBM marketplace was vigorous. There were concerns, of course, which is why they did the investigation, but their ultimate conclusion was WilliamPZaremba@gmail.com 225 1 2 3 4 that it was vigorous. Q And has competition increased since that time or stayed the same? A It has increased. 5 So I'll give you an example. 6 If you look at the FTC's closing statement in 7 Express Scripts/Medco, you will find a dissent, okay, and by 8 one of the Commissioners. 9 10 And the concern there was at the time, there were three big PBMs: 11 CVS, Express Scripts, and Medco. And there was concern about PBMs that were not in 12 the big three. 13 had OptumRx. And one of them was United Healthcare, which 14 THE COURT: 15 THE WITNESS: 16 Okay. Is OptumRx That was the concern, and I understand the concern. 19 20 And the concern was: really going to grow or is it going to stay small? 17 18 Right. But we know what has happened, okay. United and OptumRx is now one of the so-called big-three PBMs. 21 THE COURT: 22 THE WITNESS: 23 We've seen MedImpact, for example. 24 MedImpact wasn't even mentioned as a player in 25 2012. Yep. They've grown tremendously. They went from not showing up on pie charts, where WilliamPZaremba@gmail.com 226 1 you're listing PBM competitors, where now we see them on pie 2 charts. 3 So that's an example of -- if you just look at the 4 reality of what's happening in the marketplace, that's the 5 reality. 6 BY MR. COWIE: 7 Q 8 expansion. 9 A Has there been any -- well, you mentioned United's Has there been any entry in PBMs since 2012? There has been. 10 I'll just give you a couple of examples. 11 In January of this year, Anthem, which is one of 12 the big Blue Cross/Blue Shield plans in the country -- 13 THE COURT: 14 THE WITNESS: 15 18 19 THE COURT: Say it again. What's the name of that? THE WITNESS: It's called Ingenio, I-n-g-e-n-i-o, capital R-x. 20 THE COURT: 21 THE WITNESS: 22 Okay. 23 -- they announced that they are launching their own PBM called IngenioRx. 16 17 Right. Ingenio. Ingenio. Now, by its -- so that is an example of a health plan expanding into PBM services. 24 And what they told everyone in a press release in 25 January is that they have cut off Express Scripts to -- and WilliamPZaremba@gmail.com 227 1 this is their solution to that. 2 So that is an example from just this year. 3 Last year, there is another one. I think it's 4 called Advanced Rx PBM. 5 partnership with a health plan called Centene. It has -- it announced the 6 And, again, it just shows -- 7 THE COURT: 8 THE WITNESS: 9 THE COURT: Oh, Centene wants to buy WellCare -Yes, it does. -- apparently. 10 THE WITNESS: 11 But this is -- but this is part of -- if we step It does. 12 back and think about what are these health plans doing, they 13 are finding ways to organize their services. 14 You know, this is -- by the way, what we see from 15 Anthem and IngenioRx is exactly what happened in 2012, where 16 if you look at United, United had been using Medco for PBM 17 services. 18 THE COURT: 19 THE WITNESS: Right. OptumRx was their in-house solution 20 that allowed them to get away from Medco and to start up. 21 So we saw that in 2012. 22 23 24 25 THE COURT: We're seeing it in just 2019. Yes. BY MR. COWIE: Q So, Dr. Wu, have you concluded that CVS/Caremark is not a must-have PBM? WilliamPZaremba@gmail.com 228 1 A Yes, I have. 2 Q And is that based on your review of the bidding 3 data? 4 A 5 the CVS PBM. It's based on my review of the bidding data from 6 It's reviewed -- based on my review of the entry 7 that's occurred and three examples of companies that don't 8 even use a CVS PBM. 9 MR. COWIE: Tab 3, Your Honor, contains a table 10 summarizing some very thick contracts. 11 BY MR. COWIE: 12 Q Dr. Wu, what is the source for tab 3? 13 A The source for tab 3 are the actual contracts, and 14 there are two contracts. 15 entered into with Aetna for the supply of PBM services. 16 That's a 2011 agreement with various amendments over the 17 years. 18 19 20 21 One is a contract that CVS has And the second is the 2015 contract between CVS PBM and WellCare for the provision of PBM services. Q And it's your understanding the Aetna CVS/Caremark contract begins in 2011 and was amended several times? 22 A Yes. 23 Q Do you recall yesterday hearing Professor Sood 24 25 quote from the press release in 2011? A Yes. WilliamPZaremba@gmail.com 229 1 2 Q the actual contracts and the amendments over time, correct? 3 4 A I'm not a lawyer, but I did wade through those contracts, yes. 5 6 Now, you've gone beyond the press release and read Q And in fairness to Professor Sood, these contracts are not public, right? 7 A They are not public. 8 Q Dr. Wu, there were some questions yesterday about 9 10 who decides, the PBM or the insurer, in terms of what pharmacies are included or what drugs are covered. 11 12 Now, health insurers are customers of PBMs, health insurers like CVS and WellCare, correct? 13 A Yes. 14 Q And private employers, say, Marriott, they may be 15 a customer of a PBM? 16 A Yes. 17 Q And state governments and unions are customers of 19 A Yes, that's right. 20 Q How is it decided between the PBM and its 18 21 PBM? customers what pharmacies are included in a network? 22 23 24 25 Health -- yes. Let's do pharmacies first and then we can do drug coverage. A Those decisions are made by the customer; that is, the health plan or the employer. WilliamPZaremba@gmail.com 230 1 And the -- I think the best way to understand it 2 is, ultimately, it's the employer that's trying to figure 3 out how to give their employees health plan and pharmacy 4 benefits so they get to choose what they want their 5 employees to have. 6 And health plans are doing the same thing because 7 they're creating health plans that they also want to sell. 8 So they're making the decisions. 9 10 What the CVS companies of the world do is that they help arrange different networks. 11 So, for example, on the pharmacy side, CVS might 12 create multiple pharmacy networks that they would offer like 13 a menu in a restaurant to an employer or to a health plan. 14 Okay. 15 So there are maybe networks they could offer. 16 They could offer a network where they say, Here's a network. 17 And guess what, employer. 18 70,000 pharmacies in the entire country. 19 Your employees can go to all Fantastic. But CVS also might construct a network that's 20 narrower. 21 50,000 pharmacies. 22 employer, Well, here's another pharmacy network -- 23 24 25 Okay. So let's say they haven't -- maybe there's only Okay. THE COURT: And they might say to the Is that a hypothetical or is that real? Do they actually go to insurers and say, Our WilliamPZaremba@gmail.com 231 1 network that we're proposing is the entire pharmaceutical 2 network of the nation, 30,000 pharmacies? 3 do that? 4 5 THE WITNESS: Do they actually There are broad networks and narrow networks. 6 THE COURT: 7 I'm asking you a specific question: I understand that. Have you ever 8 heard of a situation where a PBM was in a competition with 9 another PBM to get the business of an insurer and they 10 propose as their network the entire nation's pharmaceutical 11 companies, pharmaceutical outlets? 12 entire nation. 13 THE WITNESS: Yeah. That 70,000 is the That's called true -- there 14 are -- I believe there are networks where you have that 15 choice. 16 But this is a tradeoff. 17 Just to be clear, there's a tradeoff here that's 18 being made because, for CVS, when they negotiate a contract 19 with a pharmacy, they may say, I'm going to make, say, the 20 50,000 pharmacies the preferred pharmacy in this network; 21 and as a result, they say to the pharmacy that they will get 22 more volume. 23 lower prices? 24 25 And in return for more volume, can we have THE COURT: So what's your understanding of what it is when PBMs compete with one another to get the business WilliamPZaremba@gmail.com 232 1 of an insurer -- insurance company or a state employee, a 2 union, or whatever it is that they're trying to -- what is 3 it they're offering in order to entice the other side to get 4 the business? 5 offering? Isn't one of it the network that they're 6 THE WITNESS: 7 So one is pharmacy network -- 8 THE COURT: 9 THE WITNESS: 10 That they're offering. THE COURT: 12 THE WITNESS: 14 Which is what network pharmacies can the subscriber go to? 11 13 Yes. And the other is the prices? And then depending on the network, a network will have a different price. So if a network allows employees to go to any 15 network in the country, that's probably going to be at a 16 higher price than a network that's narrower where the 17 employer may say, You know what? 18 cost-effective health plan, so I'm going to go with the 19 lower price. 20 pharmacy, not 70-. I'm trying to have a more But in return, my employees can go to 50,000 21 But that's the price volume tradeoff. 22 And pharmacies like it because they're willing to 23 24 25 accept lower price for the volume. Employers like it because they can offer their employees a lower-cost benefit. WilliamPZaremba@gmail.com 233 1 And the PBMs of the world help make that possible 2 by saying, Here are my different networks that you can 3 choose from. 4 network, or a narrow network. 5 THE COURT: 6 You can have a broad network, a medium And how about the options in terms of what drugs are covered? 7 THE WITNESS: 8 THE COURT: 9 10 presentation? Yes. Who also -- who also makes that The PBM makes, as part of its overture, sets forth what drugs would be covered. 11 THE WITNESS: 12 So that's the same thing, too. 13 So the PBM will go to the manufacturers, and they Yes. 14 also will be constructing what -- well, the word is called 15 "formularies." They'll be constructing formularies. 16 THE COURT: 17 THE WITNESS: Right. And a formulary, as you probably 18 know, are just lists of drugs that are going to be covered 19 by the benefit, okay. 20 THE COURT: 21 THE WITNESS: 22 The PBM can offer the employer or a health plan a Right. So, again, it's the same thing. 23 broad formulary, where they might say, you know, employees 24 can get the branded drug and the generic drug, whatever the 25 doctor says or whatever the pharmacist says is fine, okay. WilliamPZaremba@gmail.com 234 1 That would be a broad formulary. 2 THE COURT: So in a competition with other PBMs, 3 each PBM seeking to get the business will come up with a 4 program that it believes will give it the advantage to get 5 the contract, right? 6 THE WITNESS: 7 THE COURT: Right. So it's not really that the insurance 8 companies' making a specific bottom-line demand that they 9 have to do X, Y, and Z? 10 THE WITNESS: 11 Well, it's not the employers making a demand but No. 12 the employers that have the choice, and they ultimately 13 decide what kind of plan or benefit do they want to offer 14 their employees. 15 16 The PBM is just offering a menu. restaurant. 17 18 It's like a THE COURT: Well, then, what gives a competitive advantage to one PBM over another? 19 THE WITNESS: In their competition. Well, so what -- so it's a 20 combination of price and combination of how attractive the 21 formulary is and how attractive the pharmacy is. 22 THE COURT: So will the CVS PBM be stronger as a 23 result of having those 21 million Aetna customers under its 24 umbrella? 25 In the 7900 pharmacies that they have nationwide, WilliamPZaremba@gmail.com 235 1 won't they be stronger with those two combined? 2 THE WITNESS: 3 THE COURT: 4 THE WITNESS: 5 So I don't think so, because -- You don't think so? I don't think so, because when CVS -- 6 THE COURT: 7 THE WITNESS: 8 THE COURT: 9 Did you see their analysis of it in writing? 10 that's confidential. 12 THE COURT: 14 15 16 My understanding is that they did. They did. THE WITNESS: 11 13 Did Justice evaluate that issue? I have not. That's -- I believe If they did it in writing, the Court sure as heck should have it. THE WITNESS: But they did mention in their comments that they do not think foreclosure is an issue. But I don't think that transaction changes a 17 leverage for the CVS PBM when it comes to negotiating or 18 developing the formularies. 19 And nothing changes on the pharmacy side either. 20 THE COURT: 21 THE WITNESS: What do you mean by that? Meaning before the transaction, CVS 22 had its pharmacies and its list of -- and there's different 23 pharmacy networks. 24 25 Having Aetna does not give it more pharmacies or anything like that. WilliamPZaremba@gmail.com 236 1 2 3 THE COURT: No. BY MR. COWIE: Q Dr. Wu, I think Judge Leon made a comment 4 yesterday that most folks don't understand the details of 5 PBMs. 6 operate? Would you agree that most folks don't know how PBMs 7 (Cellular telephone ringing.) 8 THE COURT: 9 A Florida thing, I should say. 10 11 12 13 14 Maybe that's a California thing. Ask your question over. BY MR. COWIE: Q Dr. Wu, would you agree most folks don't understand the details of how a PBM operates? THE COURT: I think I said they don't even know 15 what a PBM is, let alone how it operates. 16 they've never heard of it. They don't -- 17 MR. COWIE: Most -- 18 THE COURT: I've already admitted, I never heard 19 of it before I got this case. 20 know what it was. Never heard of it. 21 THE WITNESS: 22 THE COURT: 23 THE WITNESS: 24 THE COURT: 25 Never heard of a PBM, didn't I would agree that -- How about you? Well, I know about PBMs. You've been working in this industry a long time. WilliamPZaremba@gmail.com 237 1 THE WITNESS: 2 But my mom probably would not know what a PBM is. 3 THE COURT: 4 sense. 5 BY MR. COWIE: 6 Q Right. No, she probably wouldn't. That makes So, Dr. Wu, do you understand that a PBM customer, 7 say the state of Maryland, say Marriott, would -- hires 8 experienced professionals that understand medical benefit 9 contracts, they understand pharmacy benefit contracts? 10 A 11 Yes, Your Honor. There is a -- well, we can count on the 12 marketplace to resolve gaps in information, and that's 13 exactly what's happened. 14 There is a huge industry of consultants whose job 15 it is to help employers and health plans negotiate the way 16 health plan benefits are offered in this country. 17 THE COURT: 18 THE WITNESS: 19 THE COURT: 20 THE WITNESS: 21 Including your company. Mercer. Yes. Is a sister company. They do exactly this. 22 And that is their job, to wade through -- to do 23 two things; wade through the options and to help employers 24 and health plans actually make this choice. 25 want? What kind of health plan do you want? WilliamPZaremba@gmail.com What do you What benefits 238 1 do you want? 2 the employer, right. 3 THE COURT: 4 Q Dr. Wu, would you focus again on tab 3 for a moment. 7 8 Okay. BY MR. COWIE: 5 6 And then they negotiate, in a smart way, for Why are you comparing the contract of CVS/Caremark with Aetna and the contract of CVS/Caremark with WellCare? 9 A Well, first, I wanted to understand what that 10 arrangement was, and I wanted to compare that to the 11 WellCare arrangement, because I want to understand, is 12 WellCare -- as a buyer, is it in the same position as Aetna, 13 is it in a worse position, better position, because that 14 will help us evaluate whether WellCare, as a buyer, is as 15 suitable as Aetna was. 16 17 Q And how does the relationship compare, having reviewed the contracts? 18 A 19 chart shows. 20 They are very comparable, and that's what this If I had to summarize it, I think about it this 21 way. 22 me start over. 23 I think about Aetna, for example, doing -- well, let What this chart has is, there are a number of core 24 functions of a PBM. 25 There's some things that CVS PBM will do. There's some things that Aetna will do. WilliamPZaremba@gmail.com 239 1 And roughly, even though it's thousands of pages, 2 I'm going to boil it down to -- 3 THE COURT: 4 THE WITNESS: 5 6 7 8 9 10 Thousands? It's -- thousands? It's a huge -- it's a big contract. I would boil it down to, what Aetna does is mostly functions related to customer-facing activities. THE COURT: What does that mean, customer-facing activities? THE WITNESS: Well, they'll do things like they 11 might help -- they might contract on -- they might work on 12 the pharmacy network or customer service. 13 So for a PBM, their employees might need help. 14 So they'll handle -- Aetna will handle the, like, customer 15 service and make decisions on what -- like we were just 16 talking about, what decisions should be made regarding the 17 formulary, right. 18 THE COURT: So if one of their insured goes to a 19 pharmacy and has a problem getting the drug or the price, 20 the co-pay is too high or whatever, Aetna would be the one 21 who took the call as to the concern or the problem that the 22 insured had and would, in turn, interact with the PBM to 23 figure out how it is or why it is that the co-pay is 24 different than they thought it would be? 25 of thing you're talking about? Is that the kind WilliamPZaremba@gmail.com 240 1 THE WITNESS: 2 THE COURT: 3 THE WITNESS: Yeah, yeah, exactly. Okay. And then the CVS/Caremark PBM, 4 they'll do what I'll call the guts of a PBM. 5 Intel with chips. 6 Caremark inside. 7 It's Intel inside. It's like It's basically So Caremark would be the one that would negotiate 8 with a -- with the pharmaceutical manufacturers. 9 would be a CVS responsibility, not an Aetna responsibility. So that 10 THE COURT: 11 THE WITNESS: 12 So it's Caremark inside, Aetna on the outside. 13 So the boxes that -- when a drug -- if a 14 subscriber were to get a delivery, you'll have Aetna on the 15 outside, and Caremark is the one who actually shipped it, 16 for example, or arranged for the actual drug to get to that 17 patient. Right. Okay. 18 And WellCare is exactly the same way. 19 So WellCare has those functions to do the -- what 20 I've been calling the customer-facing function. 21 BY MR. COWIE: 22 23 Q Dr. Wu, the bottom of this chart refers to a firewall. 24 A Yes. 25 Q Are there firewall terms in each contract? WilliamPZaremba@gmail.com 241 1 A Yes, there are firewall terms in both contracts. 2 Q And how do -- do you have an understanding of how 3 4 5 6 7 they operate? A I do. Firewalls are important here. It's important for both CVS and it's important for Aetna and WellCare. Look, Aetna knows CVS has a PDP plan. It doesn't 8 want its competitive information being passed along 9 accidentally or any other way to SilverScript, okay. 10 11 So it wants a firewall. CVS wants a firewall, because if you step back and 12 look at the CVS PBM business, it's Caremark inside for so 13 many health plans. 14 $36 billion business, okay, not including Aetna. 15 magnitude of the Caremark inside business. The Caremark inside business is a That's the 16 THE COURT: 17 THE WITNESS: 18 THE COURT: 19 THE WITNESS: 20 For Caremark as a customer, they -- serving health 21 plans, not just their own, is a huge part of their business. What do you mean by that? Meaning -- Caremark PBM business? Yes. 22 They want the firewall, because they have to -- 23 THE COURT: 24 THE WITNESS: 25 A huge part of CVS's business? Yes, CVS PBM's business, right, because that's the Caremark inside part of it, as opposed to WilliamPZaremba@gmail.com 242 1 other -- as opposed to CVS. 2 3 THE COURT: Be careful with this use of "inside" thing. 4 THE WITNESS: 5 THE COURT: 6 7 Oh, okay. You know, you're making an analogy to Intel or something. The CVS PBM that operates with Caremark is -- when 8 you say "inside," you mean there are negotiations with 9 manufacturers and wholesalers and network assembling, right, 10 as opposed to Aetna customer service? 11 THE WITNESS: 12 THE COURT: 13 So don't use the word -- be careful how you use 14 the word "inside." Yes. Okay. It's confusing. 15 THE WITNESS: 16 THE COURT: Okay. You're talking about CVS/Caremark's 17 negotiations with manufacturers, wholesalers and network 18 assembling, right? That's the "inside" you're referring to? 19 THE WITNESS: 20 THE COURT: 21 THE WITNESS: 22 mail-order pharmacy. 23 THE COURT: Along with many other functions. Okay. Tell me some of the others. So the other functions would be a They do -- 40 percent of their 24 business is mail order, isn't it, CVS, the pharmacy part? 25 40 percent? It's a pretty big part of their business, isn't WilliamPZaremba@gmail.com 243 1 it? 2 3 THE WITNESS: It's -- yeah, I don't recall the number, but it's -- 4 THE COURT: 5 THE WITNESS: Okay. -- it's something, I think -- 6 I think that's something that they wanted to grow and 7 develop. 8 THE COURT: 9 THE WITNESS: 10 Caremark -- or CVS/Caremark will do claims processing. 11 12 What other kinds of things, inside? So fundamentally, there's a lot of IT involved here. So that's a huge part of just the administration. 13 THE COURT: 14 THE WITNESS: Okay. So it's contracting with pharmacies, 15 it's pharmaceutical manufacturing negotiations, could be the 16 mail order, claims processing, so that would be part of it. 17 So I -- so that's -- so -- but -- 18 THE COURT: 19 20 21 So they're competing -- at that point, pre-merger, they're competing with Aetna's PBM? THE WITNESS: No. Pre-merger? So that's where it's not that they're competing with Aetna's PBM. 22 THE COURT: 23 THE WITNESS: 24 THE COURT: 25 THE WITNESS: They are in a PBM, excuse me. With whose -- Aetna's. No. WilliamPZaremba@gmail.com 244 1 So Caremark is not competing with Aetna for their 2 PBM. 3 an Aetna PBM. 4 They're helping Aetna go to the world to say, We have So Aetna is telling -- it's selling its health 5 plan. 6 health plan benefits. 7 employers. 8 9 10 11 12 And it's saying, We also have a PBM, along with the So that's what they tell the But that Aetna PBM is really what we see on this chart, which is a combination of what Aetna does and what Caremark does. THE COURT: Pre-merger there, Aetna is using CVS/Caremark's PBM? 13 THE WITNESS: 14 services that are on this slide. 15 16 THE COURT: Yes, for some of the -- for the But they also have their own PBM, don't they, pre-merger? 17 THE WITNESS: 18 THE COURT: 19 THE WITNESS: 20 This is -- the CVS-Aetna agreement is essentially 21 No, they don't. They don't have their own? No. creating what we know or what we see as the Aetna PBM. 22 THE COURT: 23 Why don't we take a five-minute break. Okay. 24 reporter is working very hard. 25 an hour now, and I think he deserves a break. My court And he's been doing this for WilliamPZaremba@gmail.com 245 1 So we'll come back in about five minutes, five or 2 ten minutes. 3 you your second hour in when we return, okay? And we'll go till 1:00 or roughly -- we'll get 4 THE WITNESS: 5 THE COURT: 6 THE WITNESS: 7 THE COURT: 8 DEPUTY CLERK: 9 (Recess from 11:58 a.m. to 12:20 p.m.) 10 again in session. 12 BY MR. COWIE: 13 14 Very good. Q Thank you. You can step down. DEPUTY CLERK: 11 Okay. All rise. All rise. This Honorable Court is Please be seated and come to order. Dr. Wu, pre-merger, has Aetna operated a PBM business? 15 A It has not. 16 Q Have you reviewed CVS documents to see who 17 CVS/Caremark views as a competitor in the PBM space? 18 A Yes, I have. 19 Q And have you reviewed the bidding data of the 20 win-loss data to see who CVS used as a competitor in the PBM 21 space? 22 A I have. 23 Q Does that evidence show whether CVS views Aetna as 24 25 a competing PBM? A They do. WilliamPZaremba@gmail.com 246 1 And CVS does not view Aetna as a competitor in the 2 PBM market. 3 Q Is Aetna a customer rather than a competitor? 4 A Yes, it's a customer, or maybe a better term is it 5 6 is a re-seller of CVS's PBM services. Q So going back -- 7 THE COURT: 8 THE WITNESS: 9 Explain that. Aetna is a re-seller of PBM services in that when Aetna approaches an employer to compete for 10 health and pharmacy benefits, it wants to go to an employer 11 to say, I have a health benefits program and a pharmacy 12 benefits program. 13 THE COURT: 14 THE WITNESS: 15 And for the pharmacy benefits part of it, they This is pre-merger? Pre-merger, yes. 16 will offer the PBM services along the lines of the contract 17 that we talked about earlier. 18 Aetna is offering a PBM. 19 So that's the sense in which But it is re-selling the CVS PBM portion of it, 20 because, for Aetna's customers, they would not know that its 21 Caremark doing the pharmaceutical company negotiations and 22 all that. 23 24 25 THE COURT: Wouldn't it be on your card, your insurance card? THE WITNESS: I believe it would have "Aetna" on WilliamPZaremba@gmail.com 247 1 it. 2 and -- but CVS is part of it. 3 BY MR. COWIE: 4 5 6 So that's why -- I think it's "Aetna" on the outside Q So your view, Dr. Wu, is Aetna is a re-seller, a re-seller of CVS/Caremark PBM services? A 7 Yes. That was the -- THE COURT: If they're using it for PBM services, 8 they're contracting with them for that, right? 9 paying them for it? 10 11 I mean, they don't to that for free. THE WITNESS: 13 THE COURT: services? THE WITNESS: 16 Yeah, okay. 17 THE COURT: 19 20 21 22 23 24 25 That's right. So Aetna is paying them for those 15 18 CVS/Caremark does not give PBM services for free, right? 12 14 So they're Yes. So that's why -- So I don't know what you mean when you say they're re-selling it. THE WITNESS: Yeah. So it's -- yeah. So it's a complicated relationship. So on the one level, they're a customer, because, as you say, they are paying CVS for the PBM services. THE COURT: So there are negotiations for the pharmacy network -THE WITNESS: Yeah. WilliamPZaremba@gmail.com 248 1 2 THE COURT: -- and all the other services they're providing. 3 THE WITNESS: 4 THE COURT: 5 THE WITNESS: 6 I was just referring to the outward-facing part 7 for Aetna's health plan customers; that they may not know 8 who is actually doing the PBM work. 9 BY MR. COWIE: 10 Q Yes. They're paying for it. Yes, they are paying for it. So when Aetna sells to a small employer, 11 essentially they're re-selling Aetna medical insurance and 12 CVS/Caremark PBM services? 13 A Yes. 14 Q Dr. Wu, have you assessed whether Aetna has plans 15 16 That was what I was trying to get at. to enter and become a standalone PBM competitor? A I have. 17 Aetna -- 18 THE COURT: Pre-merger or now? 19 MR. COWIE: Pre-merger. 20 21 22 BY MR. COWIE: Q Premerger, did Aetna have plans to become an independent PBM competitor? 23 A No, it did not. 24 Q And you've reviewed the documents on that? 25 A Yes. WilliamPZaremba@gmail.com 249 1 Q Dr. Wu, I think you recognized early today that 2 pre-merger, CVS and Aetna competed in Medicare Part D, 3 correct? 4 A Yes. 5 THE COURT: PDP competitors. 6 MR. COWIE: PDP competitors. 7 THE COURT: Exactly. 8 9 10 BY MR. COWIE: Q Is there any other product where Aetna and CVS competed pre-merger? 11 A No. 12 Q That includes PBM services? 13 A Yes. 14 MR. COWIE: 15 addressing a vertical theory. 16 BY MR. COWIE: 17 18 19 Q Tab 4, Your Honor, contains a chart Now, Dr. Wu, what is your understanding of the critic's vertical theories? A You know, they mention a couple of vertical 20 theories. 21 must-have input, to customers, and they focus on two such 22 inputs, one being the PBM and one being the pharmacy 23 network. 24 25 Q One has to do with selling an input that's a And, Dr. Wu, have you reviewed this Court's May 13th order? WilliamPZaremba@gmail.com 250 1 A Yes, I have. 2 Q And that describes a vertical theory, correct? 3 A It does. 4 Q And is this chart attempting to capture the theory 5 6 described in that order? A 7 Yes. This is addressing the concern that the CVS-Aetna 8 entity may use the Caremark PBM, the CVS PBM, as leverage to 9 disadvantage a PDP competitor in an effort to favor its own 10 11 PDP plan. Q CVS is a PDP competitor in a business branded 12 SilverScript. 13 how CVS competes? We can call it CVS/SilverScript, but that's 14 A Yes. 15 Q So premerger, CVS or SilverScript competed with 16 Aetna in PDP, correct? 17 A Yes. 18 Q And we heard from Professor Sood that Aetna has 19 performed very well the last several years as a PDP 20 competitor, correct? 21 A 22 23 Yes. And the data show that also. Q Have you seen any evidence that pre-merger 24 Caremark tried to sabotage or harm Aetna in order to benefit 25 its SilverScript PDP business? WilliamPZaremba@gmail.com 251 1 A No, I've not. 2 Q Have you seen any evidence that CVS/Caremark 3 misused information or violated firewalls in order to 4 benefit the SilverScript business? 5 A I have not. 6 Q And the evidence shows, as Professor Sood pointed 7 out, that Aetna actually performed well during this 8 long-term relationship with Caremark, correct? 9 A Yes. 10 Q Now, the WellCare arrangement with Caremark goes 11 And that is what the data show. back to 2015, correct? 12 A Yes. 13 Q And WellCare has been a PDP competitor of 14 CVS/SilverScript, correct? 15 A Yes. 16 Q Have you seen any evidence from the critics or in 17 your evaluation showing that Caremark has undercut WellCare 18 to benefit SilverScript? 19 A I've not seen anything of the sort. 20 Q Does this merger change any of the incentives? 21 A It does not. 22 Prior to the merger and the divestiture, we have a 23 situation where CVS is providing PBM services to a PDP plan 24 where everyone knows that CVS also has a -- its own PDP 25 plan. WilliamPZaremba@gmail.com 252 1 THE COURT: 2 THE WITNESS: 3 foreclosure was there. 4 see any, evidence of foreclosure, and we see Aetna being 5 successful. 6 Right. The potential for vertical But we do not see any, and I do not With the divestiture, all of Aetna's PDP assets 7 basically get transferred to WellCare. 8 different name. 9 SilverScript is still there. Same assets, CVS is still 10 performing the same services to WellCare as it was 11 performing to Aetna. 12 THE COURT: 13 14 15 16 Dr. Sood talked about how they can only use the Aetna name until the end of this year. And then, of course, the relationships with these 65-year-old Medicare Part D people is a year at a time. And so there's a risk that when they can no longer 17 use the Aetna name, they have to switch to WellCare, that 18 they're going to start losing those customers. 19 course, is hoping to pick up those customers. 20 would have to logically assume that since they're 21 competitors, right? 22 And CVS, of Well, one So he, Dr. Sood, expressed great concern, 23 especially as indicated by the price at which WellCare 24 bought the business, suggesting that they didn't expect to 25 keep all those customers in perpetuity, that they would lose WilliamPZaremba@gmail.com 253 1 a lot of those customers, and that WellCare would be 2 perfectly -- excuse me, that CVS would be perfectly 3 positioned to pick them up. 4 Do you disagree with his analysis in that regard? 5 THE WITNESS: 6 that he does not know. 7 THE COURT: 8 THE WITNESS: 9 THE COURT: 10 11 I do, because I think I have facts Well, tell us them. I'll just give you an example. Tell me them. THE WITNESS: One key aspect of Dr. Sood's analysis has to do with retention rates. 12 THE COURT: 13 THE WITNESS: 14 And Dr. Sood raises a fine point, but he is 15 16 Uh-huh. Okay. speculating as to what the retention rate is. When I've looked at this issue, probably the best 17 way I can describe my conclusion is from an example of an 18 acquisition of a PDP plan that CVS did in 2016. 19 or acquired a PDP plan called Torchmark. 20 THE COURT: 21 THE WITNESS: 22 THE COURT: 23 2016? 24 THE WITNESS: 25 THE COURT: What's it called? Torchmark. Torchmark. Yes. Okay. WilliamPZaremba@gmail.com They bought 254 1 THE WITNESS: In modeling that transaction, CVS 2 looked at the retention rates of prior transactions. 3 100 percent? 4 5 6 7 8 9 10 50 percent? Is it Lower? And in looking at the data, they found retention rates, on average, of 95 percent. And I view that as significant because that is the number that they use when they model a PDP acquisition. So I don't think that there is a retention rate issue to the extent that Dr. Sood does. THE COURT: Would you agree with Dr. Sood that 11 there's a clear advantage, from a branding point of view, of 12 Aetna versus WellCare? 13 THE WITNESS: 14 THE COURT: I don't because -- You think WellCare has a comparable 15 brand to Aetna? 16 company in the United States? 17 The second or third largest insurance THE WITNESS: Well, before I studied the PDP 18 market, I'm not sure I even knew the brand name 19 SilverScript. 20 THE COURT: Yeah, but Aetna now, come on. You've 21 known about the existence of Aetna for -- through your whole 22 adult life, probably. 23 insurance industry; it's one of the top two or three. It's one of the biggest brands in the 24 THE WITNESS: 25 THE COURT: But if I recall -- Okay. WilliamPZaremba@gmail.com 255 1 THE WITNESS: -- the Aetna PDP plan, I don't know 2 that is branded as Aetna. 3 an AARP plan. 4 5 6 7 8 But there's a brand -- I -- well -BY MR. COWIE: Q 11 Dr. Wu, Aetna's PDP plan is branded as Aetna as far as you understand? A 9 10 I believe it might be branded as Okay. THE COURT: Thank you. BY MR. COWIE: Q But there -- there are successful PDP plans with 12 brands like SilverScript and Express Scripts and others who 13 may not be household names, correct? 14 A 15 16 Yeah, there are. THE COURT: Go ahead, finish your thought, unless you've maybe finished it. 17 THE WITNESS: Well, you had asked the question 18 about the price, but maybe there's -- 19 BY MR. COWIE: 20 Q Well, just so -- on the retention rates, you've 21 reviewed ordinary course of business records showing 22 95 percent retention rates -- 23 A Yes. 24 Q -- correct? 25 And Professor Sood has not cited any data or WilliamPZaremba@gmail.com 256 1 documents supporting any particular retention rate, correct? 2 A Correct. 3 Q As Judge Leon mentioned, Dr. Sood and others have 4 suggested the purchase price, the 107 million purchase 5 price, is too little. 6 7 8 9 What is the significance in remedy analysis or antitrust analysis of the purchase price? A Well, first of all, I don't think the purchase price is too low, and I base that opinion based on analysis 10 that CVS has done in the context of doing sales and 11 acquisitions. 12 13 And WellCare is paying CVS basically $50 per member for the Aetna assets. 14 When I look at other acquisitions and -- I will 15 see that $50 per member is within the range of prior sale 16 prices. 17 A recent example is when CVS acquired the PDP 18 lives from a health plan called Health -- called CareFirst, 19 and I believe the purchase price there was $40 per member. 20 21 So there's a wide range. There are many things that go along with the assets, but it's within the range. 22 So first of all, it's within the range. 23 And second of all, price itself doesn't mean that 24 WellCare -- whatever the price, WellCare still has strong 25 incentives to compete with the assets that it acquired. WilliamPZaremba@gmail.com 257 1 2 The only problems might be if a low price signals somehow that the assets are not valuable. 3 But in this case, the assets that WellCare is 4 getting is the whole Aetna PDP business, that is it. 5 not -- It's 6 THE COURT: 7 THE WITNESS: 8 It's not being carved up as one might be concerned It's 2 million customers. Yes, 2 million customers. 9 in, say, prior divestitures -- 10 THE COURT: 11 to Centene. 12 13 Well, it probably enhanced its value Maybe it was already in play behind the scenes that we don't know about with Centene. 14 I don't know if they were or they weren't, but 15 obviously Centene is trying to acquire them or has acquired 16 them. It hasn't been approved yet by DOJ. 17 18 THE WITNESS: THE COURT: 23 I don't either, but maybe I'll get it as a related case. 21 22 So I don't know about that either. 19 20 Yes. Sorry, guys. BY MR. COWIE: Q On this contention that the price was too little, 24 you reviewed past transactions and studied the actual 25 purchase price from past transactions? WilliamPZaremba@gmail.com 258 1 A I did. 2 Q Has Professor Sood done that? 3 A I do not -- 4 THE COURT: 5 THE WITNESS: 6 THE COURT: 7 THE WITNESS: 8 information. 9 BY MR. COWIE: If you know. I don't know but -- You don't know. It's like a confidential 10 Q Is it in his presentation? 11 A It is not. 12 Q And in fairness to Professor Sood, that 13 information may not be publicly available, correct? 14 THE COURT: 15 THE WITNESS: 16 17 It may not be. That's right. BY MR. COWIE: Q Dr. Wu, Judge Leon asked an important question of 18 Professor Sood yesterday, bearing on foreclosure analysis. 19 The question is, What portion of CVS Health is the 20 SilverScript or Part D business? 21 Do you have an understanding of that? 22 A I do. 23 Q About what portion on a revenue basis? 24 A SilverScript has revenues of around $3 billion. 25 That's around 1 percent of the entire CVS business. WilliamPZaremba@gmail.com 259 1 Q Does revenues from the Care -- from the WellCare 2 contract that -- CVS/Caremark's contract with WellCare more 3 than double the SilverScript revenues? 4 A Yes. 5 Q And that's just that one contract? 6 A Yes, just that one contract. 7 THE COURT: 8 THE WITNESS: 9 MR. COWIE: 10 11 So over 6 billion? Yes, correct. Yeah. BY MR. COWIE: Q And just for the record, the exact sum is 12 confidential, so I'd like you to just refer to it being more 13 than double. 14 A Yes, to clarify, it's more than double. 15 Q And what is the significance of that for a 16 17 foreclosure analysis? A That fact is significant because one of the key 18 aspects of foreclosure is that foreclosure, if it's going to 19 have an anti-competitive effect, has to be profitable. 20 when a company is considering, in theory, whether it should 21 engage in a strategy of foreclosure, it has to weigh 22 two things; it has to weigh the loss of profits that you 23 would get from the blacked-out -- from the sales that it 24 would not get from the blacked-out input. 25 And And in return, it's hoping to make more money when WilliamPZaremba@gmail.com 260 1 the blackout leads customers to end up going to its favored 2 downstream entity. 3 So in this case, SilverScript. So, again, thinking very broadly, one would have 4 to question whether foreclosure is a profitable strategy 5 here because the Well -- if the WellCare contract is over 6 double the revenues of SilverScript, the gain to 7 SilverScript -- the strength it would put at risk is a much 8 bigger business on the PBM WellCare side to support a 9 business that's fairly small. 10 The other way I've thought about this is -- 11 THE COURT: So it wouldn't be the incentive to 12 CVS/Caremark's PBM business to advantage the SilverScript 13 customers over the WellCare PDP customers? 14 THE WITNESS: 15 THE COURT: 16 THE WITNESS: 17 THE COURT: 18 THE WITNESS: 19 THE COURT: 20 Yes, because -- Is what you're saying? Yes, because the PBM business -- More profitable? More -- and bigger. This is -- I think the revenue, CVS revenue, Caremark revenue was 36 billion, PBM? 21 THE WITNESS: 22 Not including Aetna. 23 So that's exactly right for the combined entity; Yes. 24 that what's going to be at risk if it engages in a 25 foreclosure strategy is $36 billion of the health plan PBM WilliamPZaremba@gmail.com 261 1 business, which is a huge part of the overall CVS PBM 2 business. 3 BY MR. COWIE: 4 5 Q So, Dr. Wu, the 36 billion, that is just CVS/Caremark's revenue to health insurers, correct? 6 A Yes. 7 Q Total revenue of CVS/Caremark is more than that? 8 9 10 THE COURT: BY MR. COWIE: Q 11 12 Of PBM business? Correct. Total CVS/Caremark PBM business is over 100 billion, correct? 13 A Right. 14 Q You mentioned the 36 billion because the 15 foreclosure strategy is you're going to sabotage those -- 16 that business to benefit SilverScript, correct? 17 A Right. 18 Q And to Judge Leon's point, you don't -- it doesn't 19 make -- from a financial incentives analysis, you don't 20 think that makes sense? 21 A I don't think that makes sense. 22 But that's also the tradeoff that -- 23 THE COURT: 24 25 spite your face. That would be cutting off your nose to You know that expression? THE WITNESS: I do. My wife says that to me all WilliamPZaremba@gmail.com 262 1 the time. 2 3 THE COURT: 6 7 8 THE WITNESS: 11 12 13 Q 16 A The contract expires in 2020. Oh, wait, say that again. Which one, which contract? Q Is your understanding that the CVS/Caremark WellCare contract expires at the end of calendar year 2020? A Yes, at the end of calendar year 2020. THE COURT: The PBM contract. BY MR. COWIE: Q 17 18 Dr. Wu, do you have an understanding of when this CVS/Caremark contract with WellCare expires? 14 15 Yes, she is. BY MR. COWIE: 9 10 She's a smart lady. 4 5 Well, there you go. Right. So the WellCare PBM contract with CVS/Caremark runs through 2020, correct? 19 A Yes. 20 Q So WellCare has pricing locked in for 2019, 21 correct? 22 A Yes. 23 Q And 2020? 24 A Yes. 25 Q And it has service levels or performance WilliamPZaremba@gmail.com 263 1 commitments locked in through 2020? 2 A Yes. 3 Q Dr. Wu, I'd like to discuss WellCare's options for 4 after 2020. 5 6 Your Honor, tab 5 refers to some recent actions by WellCare. 7 8 9 Dr. Wu, what do you see as WellCare's options as a customer, as a PBM customer, for 2021 and later? A WellCare has already announced that it is going to 10 put that PBM contract up for bid through an RFP, or request 11 for a proposal. So that's the announced plan. 12 And -- 13 THE COURT: 14 Is that about a year lag time? 15 negotiation, to get the bids and get the negotiations done? 16 How much time does that usually take? THE WITNESS: Ten months? I -- let's see. To do the From what I recall 17 from analyses I've done in the past, I think it can vary. 18 But I might guess a year on average, but that -- 19 THE COURT: So if it's the end of 2020, probably 20 sometime at the end of this year, they'll put it out to bid, 21 so to speak? 22 THE WITNESS: 23 So they've already announced that they would do 24 25 Well, that would make sense, yeah. that. And the nature of that can vary, because the WilliamPZaremba@gmail.com 264 1 options are obviously sending the RFP to other PBMs. 2 3 They also could negotiate over what services are being done in-house and what they outsource. 4 So if we go back to one of the earlier charts 5 where we look at the PBM businesses and how they're 6 allocated between WellCare and CVS, they could change that 7 mix, too. 8 9 And I think that's part of what WellCare can do since they also have PBM capabilities. 10 11 12 13 And that's what is shown in this tab 5. BY MR. COWIE: Q Are you referring to WellCare spending 2.5 billion to buy a PBM in 2018? 14 A Yes, that's right. 15 Q And, Dr. Wu, this has an image of a WellCare SEC 16 filing. 17 Do you see that? 18 A I do. 19 Q Yes. 20 21 Do you see they're actually telling the investing public they've added PBM capability? 22 A Yes, that's right. 23 Q And we have two quotes from WellCare earnings 24 calls. 25 Do you understand those are conference calls where WilliamPZaremba@gmail.com 265 1 WellCare management is essentially speaking to Wall Street 2 to explain its business? 3 A I do. 4 Q And WellCare management told Wall Street, they 5 told Wall Street there are many, many large PBMs that would 6 covet the WellCare business. 7 8 Do you see that? A 9 10 11 Yes, that is right. So that goes back to WellCare having the option of sending their RFP to a number of competing PBMs. Q From an economic perspective, how would an 12 incumbent like CVS/Caremark that has the business today 13 through 2020, how would an incumbent view this? 14 A 15 Well, an incumbent would view this as a threat. And when I've looked at the won and lost account 16 business, there are losses that show up. 17 deal. 18 And if one were to learn from history, this is 19 exactly what Medco was facing in 2012. 20 Healthcare as a customer. 21 OptumRx, which was its in-house PBM. 22 So this is a big It had United United dropped Medco to use And Anthem -- the exact thing Anthem just said in 23 this -- earlier this year, its using IngenioRx, and it 24 already has cut off Express Scripts. 25 That's what these plans do. WilliamPZaremba@gmail.com 266 1 THE COURT: 2 THE WITNESS: 3 4 Highly competitive. Yes. BY MR. COWIE: Q So have you seen any evidence from the critics 5 that WellCare is unable to bring the PBM services in-house 6 or switch to a cost-effective PBM? 7 A 8 9 I've not seen any concerns there. MR. COWIE: Your Honor, tab 6 contains a table on the elements of a foreclosure analysis, corresponding with 10 precedent of this Court and the D.C. Circuit Court on 11 vertical merger analysis. 12 BY MR. COWIE: 13 Q 14 element. 15 input. 16 17 18 19 20 21 Dr. Wu, I know we've covered the must-have Your view is CVS/Caremark is not a must-have Would you describe the other essential elements consistent with the AT&T precedent? A Sure. The second element on this chart talks about long-term customer loss. So assuming that there is some input that, say, 22 AT&T, in that case, it may have been CNN or HBO, if they 23 were to black out, say, that content to Dish or Comcast, the 24 question is, in that case: 25 subscribers? Would Comcast or Dish have lost WilliamPZaremba@gmail.com 267 1 And it's important because it's the lost 2 subscribers; that that is how a downstream rival could be 3 harmed. 4 So that would be the element here that we want to 5 look at, which is, if a health plan did not have Caremark or 6 CVS PBM, would they lose customers? 7 element. 8 9 10 Q So that's the second Have you seen any evidence, real-world evidence or even academic modeling of what the loss rate or blackout rate would be if Caremark left? 11 A I have not. 12 Q What's the next element? 13 A The next element is called the diversion rate. 14 15 And this refers to where the customers go if they're lost. 16 So in the context of AT&T-Time Warner, if Comcast 17 or Dish were to lose subscribers, what percentage of them 18 would go to AT&T's DirecTV? 19 DirecTV. That would be the diversion to 20 And that element is important because that is how 21 foreclosure becomes a profitable strategy they actually get 22 switching to its own downstream entity. 23 The parallel here would be if, hypothetically, CVS 24 were to put WellCare or another PDP at a disadvantage and, 25 second, that PDP were to lose customers, what percentage of WilliamPZaremba@gmail.com 268 1 those customers would end up going to SilverScript? 2 diversion. 3 Q That's Have you seen any evidence attempting to model 4 what portion of lost customers would go to SilverScript 5 versus other Part D competitors? 6 A I have not. 7 Q The fourth element is profitability. 8 has asked several questions about that already. 9 10 11 12 13 14 Judge Leon Would you just summarize how that applies in this setting based on the AT&T precedent? A Yes. So profitability refers to the tradeoff that is inherent in a foreclosure strategy. In the AT&T-Time Warner context, if there were a 15 blackout, for example, then AT&T would be losing profits 16 associated with the HBO and CNN business, hoping to 17 recapture it with greater profits on the DirecTV side. 18 has to weigh that. 19 One It applies in this case context for -- because CVS 20 would have to weigh the same thing. 21 its PBM service to a health plan, it would be losing that 22 health plan PBM profit, hoping to gain it, gain profits on 23 the SilverScript side. 24 25 If it were to black out And that's the conversation that we just had about, which the way I would put it is: Would CVS really WilliamPZaremba@gmail.com 269 1 2 put at risk $36 billion of health plan PBM revenues? Q And, Dr. Wu, the last element here is consumer 3 benefits. 4 the types of efficiencies that typically arise in vertical 5 mergers. 6 or what's not been done here? 7 8 9 A I know this Court has done a lot of analysis of Would you summarize that and what's been done here Sure. In vertical mergers, there's always the prospect of cost efficiencies and cost savings. That was addressed 10 in AT&T-Time Warner; and we would have to address that here, 11 too, whether it takes the form of eliminating double 12 marginalization or any other cost savings. 13 THE COURT: 14 THE WITNESS: 15 So -- Do you see any efficiencies here? You know, I do, because just in general, if it's -- it's a vertical relationship. 16 So a question is whether or not CVS can improve 17 the overall health benefits and pharmacy benefits that it 18 can offer through Aetna. 19 And there are benefits of right now, they do it 20 through contracts. 21 be a gain on the negotiation side, but there could be a gain 22 by -- on the output side. 23 So there may not -- there's not going to THE COURT: You know, the typical indicators -- 24 and correct me if I'm wrong, but I believe the typical 25 indicators of whether or not something is in the public WilliamPZaremba@gmail.com 270 1 interest when it comes to this kind of a merger is whether 2 or not the pharmaceutical drugs are going to be at a lower 3 price, whether they're going to be more readily available, 4 whether they're going to be more easily accessible. 5 Where do you see the evidence here that as a 6 result of this merger, 19 million customers that have been 7 acquired by CVS, that the drugs that those customers and 8 future potential customers are going to be lower? 9 the evidence that they're going to be more readily Where's 10 accessible? 11 Where do you see that out of the information you've studied? 12 13 THE WITNESS: More easily available? Well, if I may, I'll mention two things. 14 15 More readily available? You know, one has to do with the -- what the pricing of PBM services to Aetna. 16 So to the extent that there isn't the need to add 17 a markup for CVS PBM because it's now one entity, that's a 18 benefit right there, because you don't have to have that 19 markup. 20 So that's not related to negotiations with 21 pharmaceutical plans, but that's just the economics of 22 having a vertically integrated entity. 23 have extra markups along your supply chain. 24 25 You don't need to The second thing that I would mention -- and this is what I mentioned at the hearing last year before the WilliamPZaremba@gmail.com 271 1 House Subcommittee. 2 3 It may not also just be price. expanding access to care. 4 5 It may be And this is where the MinuteClinics are an important part of the plan also. 6 And, you know, there are too many people who get 7 into the healthcare system through the emergency room. 8 That's the most expensive way to get into the healthcare 9 system. 10 And the MinuteClinics, by providing access, 11 especially in rural areas, I think, really, if they can make 12 great use of that, that's a huge benefit. 13 14 THE COURT: But that would be a benefit to society in general. 15 I'm talking about a benefit to customers of CVS. 16 THE WITNESS: 17 But to the extent that it's part of the Aetna, the Well, yes. 18 post-merger Aetna health plan. 19 of coordination of care -- 20 THE COURT: 21 THE WITNESS: 22 THE COURT: 23 24 25 And it encourages that kind It would trickle down to it. That's valuable, yes. Yeah. BY MR. COWIE: Q Just to finish up, Dr. Wu, vertical merger analysis, it is standard for economists to assess WilliamPZaremba@gmail.com 272 1 elimination of double marginalization, correct? 2 A It is. 3 Q And that kind of analysis was done during the 4 investigation with the Justice Department, correct? 5 A Yes, it was. 6 Q Are the critics assuming zero EDM or elimination 7 8 9 of double marginalization? A Yes. Dr. Sood is not or has not discussed the cost 10 savings or the elimination of a double marginalization, but 11 that's the one number you know is not going to be zero. 12 THE COURT: 13 THE WITNESS: 14 15 16 17 18 Where do you see it coming from? Well, so just the two that I mentioned earlier. One is just eliminating the markups along the supply chain. And then the second I would think about -- it may not be price but it may be non-price. 19 THE COURT: 20 THE WITNESS: 21 THE COURT: 22 THE WITNESS: 23 THE COURT: 24 He did an analysis, and he testified about it 25 yesterday. You mean for the Aetna customers? For the Aetna customers, yeah. The 19 million? Yes. Well, how about Dr. Sood? I'm sure you listened to that, about the HHI WilliamPZaremba@gmail.com 273 1 index and how this merger, in his judgment, would indicate a 2 greater concentration of power. 3 And his experience has shown over many years that 4 where there's an increase in the HHI, to the extent that 5 that would be present here, there's likely -- higher prices 6 are likely to follow. 7 8 9 10 Did you -- I mean, obviously you heard his testimony on that. What do you make of it all? Or did you do your own HHI analysis? THE WITNESS: Well. So first of all, when it 11 comes to HHI's, that's just a starting point, okay? 12 just a starting point for a competitive analysis. 13 THE COURT: 14 THE WITNESS: 15 Now, second -- 16 THE COURT: 17 That's Okay. So let's just start there. Did you disagree with his analysis on the HHI front? 18 THE WITNESS: 19 What I will comment, though, is that when he It's fine for what it's worth. 20 describes -- when he looks at the HHI -- and I'm remembering 21 one of his charts -- the HHIs that he puts forward do not 22 fall in the category of a highly concentrated industry. 23 might be the moderately concentrated industry, but it's not 24 a highly concentrated industry. 25 It And then when he looks at the change in the HHI WilliamPZaremba@gmail.com 274 1 over a ten-year period, he says that index went up by, like, 2 323 points. 3 Just to the put that into perspective -- 4 THE COURT: 5 So you don't find the PBM market/industry to be highly concentrated? 6 THE WITNESS: I don't, given that if we looked at 7 the world in 2012 and Optum was -- and Optum was not in the 8 big three and now it is and we have all the churn that's 9 taking place, I'm not sure looking at the structure tells 10 11 12 you much. What we do care about is the churn, because that's the competition. 13 Now, I will -- if I may, I'll just -- 14 THE COURT: 15 Go ahead. 16 THE WITNESS: 17 THE COURT: 18 THE WITNESS: 19 20 21 He isn't in charge. You can ask me. If I may continue? You may continue. Dr. Sood mentions -- relies on a couple of -- or three academic papers. There are a couple of things that I would point out for your consideration. 22 One is a paper by a professor named Lucarelli. 23 THE COURT: 24 THE WITNESS: 25 Lucarelli. He is doing a simulation and is looking at data from 2006. WilliamPZaremba@gmail.com 275 1 The authors in that paper recognize that 2006 is a 2 very special year; it's the very first year of the Medicare 3 PDP business. 4 So in that paper, they even say -- which the 5 downside of looking at 2006 data is that there may be 6 serious miscalculations by consumers and sellers. 7 Okay. I appreciate that. 8 year of the business. 9 2006. 10 So -- and it was a long time ago, So I don't know that I would rely on that, but I think it's important to consider. 11 The second, he mentions a paper by the CBO, and 12 that's a working paper. 13 2010. 14 15 It's the very first That relies on data from 2006 to Look, that's dated also and the PDP marketplace was very different then than it is today. 16 But from an economic methodological perspective, 17 what I will point out is sometimes it pays to read the 18 appendix. 19 And the authors note that there are a number of 20 variables that are missing from the model. 21 write a specification where they include one, and then the 22 result is not significant anymore. 23 And they do So, look, I think there's still a lot to -- 24 I mean -- so I -- there's a lot going on there, and that 25 just made me question the applicability of that paper. WilliamPZaremba@gmail.com 276 1 2 3 And there's a third paper he mentioned by some authors at Princeton University. Even if we take the estimates that Dr. Sood 4 mentions about the price increase from a merger, I think you 5 also should know the paper does estimate the cost 6 efficiencies, which more than offset what they label as the 7 price increase. 8 So, look, there are things with those papers, and 9 I appreciate academic research, but there are some -- there 10 11 12 13 14 15 are some issues there we should consider. And that data also is from 2006 to 2012, so that's a little bit dated, too. Now, what I will point out is that in the real world, I'll tell you what we do see. Okay. Even if we accept the increase in concentration in 16 the PBM marketplace, as Dr. Sood calculates, I think it's 17 really interesting if we look at the data, there are premium 18 decreases. 19 Look, last year, July 2018, CMS puts out a press 20 release saying premiums are projected for 2019 to be lower 21 than they were before and it's a second straight year of 22 premium decreases. Okay. 23 THE COURT: 24 THE WITNESS: 25 that runs the Medicare program. Who projected that? CMS, which is the government agency WilliamPZaremba@gmail.com 277 1 2 BY MR. COWIE: Q 3 4 Dr. Wu, we're running short on time. Do you conclude that the characteristics of a successful divestiture are present? 5 A Yes, I do. 6 Q Do you conclude that the PBM industry is intensely 7 competitive? 8 A I do. 9 Q Do you conclude that WellCare has PBM options 10 going forward? 11 A I do. 12 Q Do you conclude that the elements of a vertical 13 foreclosure analysis as recognized by this Court are absent? 14 A Yes. 15 Q And do you conclude that the critics' foreclosure 16 claims should be rejected as factually baseless and 17 economically unsound? 18 A I do. 19 MR. COWIE: Do you have any questions, Your Honor? 20 THE COURT: No. 21 It's lunchtime. 22 You're excused. 23 THE WITNESS: 24 THE COURT: Thank you, Doctor. 25 All right. We'll reconvene at 2:45, and we'll Thank you, Your Honor. WilliamPZaremba@gmail.com 278 1 hear your next -- who's your next witness? 2 MR. COWIE: Dr. Lotvin. 3 THE COURT: Dr. Lotvin, all right. 4 And I think both of your afternoon witnesses are 5 projected to be one hour each. 6 MR. COWIE: Correct. 7 THE COURT: So we should be able to comfortably 8 9 finish them before the day ends, all right? Very good. 10 We'll stand in recess till 2:45. 11 DEPUTY CLERK: 12 (Proceedings concluded at 1:04 p.m.) All rise. 13 14 15 16 17 18 19 20 21 22 23 24 25 WilliamPZaremba@gmail.com 279 C E R T I F I C A T E I, William P. Zaremba, RMR, CRR, certify that the foregoing is a correct transcript from the record of proceedings in the above-titled matter. Date: June 5, 2019_________ /S/__William P. Zaremba______ William P. Zaremba, RMR, CRR WilliamPZaremba@gmail.com 280 0 BY MR. COWIE: [42] 200/22 204/3 205/22 207/1 209/25 210/7 211/10 212/1 219/5 222/13 223/13 224/1 226/5 227/22 228/10 236/1 236/10 237/4 238/3 240/20 245/11 247/2 248/8 248/19 249/7 249/15 255/4 255/9 255/18 257/21 258/8 258/15 259/9 261/2 261/8 262/4 262/14 264/10 266/2 266/11 271/22 276/25 DEPUTY CLERK: [5] 198/1 200/15 245/7 245/9 278/10 MR. ALLEN: [1] 199/24 MR. ALVARADO: [1] 198/22 MR. BALTO: [1] 200/2 MR. CASEY: [1] 200/6 MR. COWIE: [17] 199/11 200/14 203/16 209/10 209/20 209/23 210/5 228/8 236/16 248/18 249/5 249/13 259/8 266/7 277/18 278/1 278/5 MR. FITZGERALD: [1] 198/14 MR. HABASH: [1] 199/14 MR. McGINLEY: [1] 199/17 MR. MUCCHETTI: [1] 198/18 MR. OWEN: [1] 198/11 MR. PITT: [2] 199/8 200/12 MR. QUILLEN: [1] 199/20 MS. BRADY: [1] 198/25 MS. LEE: [1] 199/4 THE COURT: [210] THE WITNESS: [169] $ $3 [1] 258/24 $36 [3] 241/14 260/25 269/1 $36 billion [1] 241/14 $40 [1] 256/19 $50 [2] 256/12 256/15 ' '12 [1] 211/24 '6 [1] 211/24 '92 [1] 211/19 '96 [2] 211/8 211/19 / /S [1] 279/7 01 [1] 194/3 03801 [1] 195/4 1 10 percent [2] 217/20 217/23 100 [3] 223/9 254/3 261/11 1000 [1] 195/21 1050 [1] 194/3 107 [1] 256/4 10:45 [1] 193/6 1110 [1] 195/15 11:58 [1] 245/9 12 years [1] 221/4 12-year [4] 219/10 219/12 219/15 220/25 12:20 [1] 245/9 12th [1] 194/12 13th [1] 249/25 14 [1] 203/5 146 [1] 207/24 159 [1] 195/3 1591 [1] 195/5 16 [1] 213/21 1702 [1] 194/9 18-2340 [1] 193/4 1834 [1] 195/17 19 [3] 218/1 270/6 272/21 1900 [1] 194/17 1961 [1] 201/11 1992 [2] 202/4 202/12 1996 [2] 202/4 211/21 1:00 [1] 245/2 1:04 [1] 278/12 2 2.5 billion [1] 264/12 2000 [2] 203/8 203/24 20001 [1] 196/5 20004 [1] 195/22 20005 [2] 194/13 195/16 20006 [1] 194/17 2006 [8] 210/16 211/23 274/25 275/1 275/5 275/9 275/12 276/11 2010 [1] 275/13 2011 [6] 205/9 218/20 219/8 228/16 228/21 228/24 2012 [12] 205/9 210/16 211/23 224/16 224/16 225/25 226/8 227/15 227/21 265/19 274/7 276/11 2015 [2] 228/18 251/11 2016 [2] 253/18 253/23 2017 [2] 210/14 211/22 2018 [2] 264/13 276/19 2019 [5] 193/5 227/21 262/20 276/20 279/7 202 [8] 193/17 193/24 194/13 194/18 195/13 195/17 195/22 196/6 2020 [9] 262/8 262/12 202/14 256/11 256/14 Action [3] 195/10 70 [3] 216/16 216/18 198/7 200/4 232/20 actions [1] 263/5 70,000 [3] 217/19 activities [2] 239/7 230/18 231/11 239/9 715 [1] 195/16 actual [4] 228/13 229/2 725 [1] 194/12 240/16 257/24 776-7824 [1] 195/22 actually [9] 218/24 7824 [1] 195/22 230/25 231/2 237/24 7900 [2] 217/17 234/25 240/15 248/8 251/7 264/20 267/21 8 add [1] 270/16 8030 [1] 195/12 added [2] 220/11 850 [1] 194/4 264/21 193/16 8700 [1] additional [3] 218/12 218/14 220/10 9 address [2] 206/25 90013 [1] 194/9 269/10 95 [1] 254/5 addressed [1] 269/9 95 percent [1] 255/22 addressing [3] 206/16 3 A 249/15 250/7 30 [2] 216/12 223/8 adjunct [1] 205/1 A Florida [1] 236/9 30,000 [1] 231/2 administration [1] a.m [2] 193/6 245/9 300 [1] 194/8 243/12 AARP [1] 255/3 312 [1] 195/8 administrative [1] abarlow [1] 195/17 323 [1] 274/2 203/4 able [3] 208/19 217/9 32399-1050 [1] 194/3 admitted [2] 220/17 278/7 3249 [1] 196/6 236/18 about [48] 201/10 330 [1] 195/7 adult [1] 254/22 203/9 203/15 209/6 3300 [1] 194/4 Advanced [1] 227/4 209/15 212/9 212/10 333 [1] 196/4 213/25 214/15 214/23 Advanced Rx [1] 227/4 34 [1] 213/20 advantage [5] 215/13 214/24 214/25 215/2 3481 [1] 194/18 234/4 234/18 254/11 215/2 220/5 221/18 353-4211 [1] 193/24 224/18 225/11 227/12 260/12 354-3249 [1] 196/6 advise [3] 201/13 229/8 233/5 236/22 36 [3] 260/20 261/4 236/23 238/20 238/21 201/15 201/17 261/14 239/16 239/25 242/16 Aetna [84] 205/17 206/15 207/8 207/15 245/1 246/17 252/12 4 254/21 255/18 257/13 213/11 215/16 218/1 40 [2] 242/23 242/25 257/17 258/23 260/10 218/18 218/19 219/4 4100 [1] 193/23 219/16 219/16 221/8 263/14 266/19 268/8 414-3300 [1] 194/4 268/25 271/15 272/17 228/15 228/20 234/23 4211 [1] 193/24 272/23 272/24 272/25 235/24 238/8 238/12 4271 [1] 195/8 238/15 238/21 238/24 274/11 276/4 434-5341 [1] 194/13 239/6 239/14 239/20 above [1] 279/4 450 [2] 193/15 193/23 above-titled [1] 279/4 240/9 240/12 240/14 464-4271 [1] 195/8 241/6 241/7 241/14 absent [1] 277/13 242/10 244/1 244/2 academic [5] 200/25 5 244/3 244/4 244/8 204/23 267/9 274/19 50 [3] 210/17 210/18 244/9 244/11 244/20 276/9 254/3 244/21 245/13 245/23 accept [2] 232/23 50,000 [3] 230/21 246/1 246/3 246/8 276/15 231/20 232/19 246/9 246/18 246/25 271/3 access [2] 505 [1] 195/21 247/1 247/4 247/13 271/10 520 [1] 201/22 248/10 248/11 248/14 accessible [2] 270/4 5341 [1] 194/13 248/17 248/21 249/2 270/10 5424 [1] 195/13 accidentally [1] 241/9 249/9 250/7 250/16 577-5424 [1] 195/13 250/18 250/24 251/7 account [1] 265/15 589-1834 [1] 195/17 252/4 252/11 252/13 accounts [1] 222/21 598-2987 [1] 193/17 252/17 254/12 254/15 acquire [3] 205/10 5th [2] 193/15 193/23 254/20 254/21 255/1 217/25 257/15 255/2 255/6 256/13 253/19 acquired [5] 6 256/17 256/25 257/15 257/4 260/22 269/18 603-294-1591 [1] 195/5 270/15 271/17 271/18 270/7 60611 [1] 195/8 253/18 272/19 272/20 acquisition [2] 65-year-old [1] 252/15 Aetna's [7] 243/19 254/7 6511 [1] 196/5 243/21 243/24 246/20 acquisitions [3] 262/13 262/18 262/23 263/1 263/4 263/19 265/13 2021 [1] 263/8 2022 [1] 219/11 20530 [2] 193/16 193/24 20815 [1] 195/12 21 [5] 217/25 219/23 220/10 221/8 234/23 213 [1] 194/10 22 [1] 218/22 2340 [2] 193/4 198/8 261-3481 [1] 194/18 2663 [1] 194/10 269-2663 [1] 194/10 29 [1] 216/12 2987 [1] 193/17 2:45 [2] 277/25 278/10 2C [1] 195/4 7 281 A Aetna's... [3] 248/7 252/6 255/6 after [2] 221/10 263/4 afternoon [1] 278/4 again [7] 226/16 227/6 233/21 238/5 245/11 260/3 262/9 against [1] 204/13 agencies [2] 201/25 210/9 agency [1] 276/24 ago [1] 275/8 agree [4] 236/5 236/12 236/21 254/10 agreement [2] 228/16 244/20 ahead [3] 206/9 255/15 274/15 AHF [3] 224/4 224/6 224/10 AHF's [1] 224/9 aided [1] 196/7 AIDS [2] 195/19 200/8 air [1] 201/17 airport [1] 201/18 al [4] 193/3 193/6 198/8 198/9 all [32] 198/2 200/11 203/18 204/18 206/8 207/6 208/1 210/15 212/23 213/2 214/17 222/8 223/4 224/20 230/17 245/8 245/10 246/22 248/1 252/6 252/25 256/8 256/22 256/23 261/25 273/8 273/10 274/8 277/25 278/3 278/8 278/11 all right [4] 206/8 277/25 278/3 278/8 Allen [2] 195/6 199/25 allocated [1] 264/6 allowed [1] 227/20 allows [1] 232/14 almost [3] 208/1 214/14 222/8 alone [1] 236/15 along [8] 222/25 241/8 242/19 244/5 246/16 256/21 270/23 272/15 already [9] 211/5 218/18 218/22 236/18 257/12 263/9 263/23 265/24 268/8 also [22] 198/16 202/15 207/19 211/1 213/23 230/7 230/19 233/8 233/8 233/14 244/5 244/15 250/22 251/24 261/22 264/2 264/9 271/2 271/5 275/14 276/5 276/11 alvarado [3] 193/14 193/19 198/24 alvarado-rivera [2] 193/14 193/19 always [2] 209/7 269/8 am [5] 201/2 201/7 201/23 216/19 218/4 ama [1] 195/9 ama-assn.org [1] 195/9 amended [1] 228/21 amendments [2] 228/16 229/2 AMERICA [3] 193/3 198/8 217/19 American [5] 195/2 195/7 199/22 200/1 204/21 Amicus [3] 195/2 195/10 195/19 among [1] 201/23 analogy [3] 214/14 214/23 242/5 analyses [1] 263/17 analysis [20] 223/15 235/9 253/4 253/11 256/6 256/7 256/9 258/18 259/16 261/19 266/9 266/11 269/3 271/25 272/3 272/24 273/9 273/12 273/16 277/13 analyst [1] 204/22 analyze [3] 202/5 202/15 222/16 analyzed [1] 207/7 Andre [1] 195/14 Angeles [1] 194/9 announced [5] 226/14 227/4 263/9 263/11 263/23 another [10] 209/21 214/9 221/15 224/10 227/3 230/22 231/9 231/25 234/18 267/24 answer [1] 213/14 Anthem [4] 226/11 227/15 265/22 265/22 anti [2] 215/4 259/19 anti-competitive [2] 215/4 259/19 antitrust [11] 193/15 193/21 198/16 198/20 201/24 205/16 209/6 210/2 210/9 213/5 256/7 any [22] 206/1 218/12 226/7 226/8 232/14 241/9 249/9 250/23 251/2 251/16 251/20 252/3 252/4 255/25 256/1 266/4 266/7 267/8 268/3 269/12 269/13 277/19 anymore [1] 275/22 anything [3] 209/19 235/25 251/19 apparently [1] 227/9 APPEARANCES [4] 193/12 194/1 195/1 196/1 appeared [3] 203/12 203/14 206/1 253/15 254/6 255/2 appendix [1] 275/18 applicability [1] 275/25 255/2 255/6 255/6 255/7 256/3 257/8 applies [3] 214/20 257/20 263/7 263/7 268/9 268/19 263/8 265/14 265/20 appreciate [2] 275/7 270/5 276/6 276/16 276/9 277/13 277/16 approach [1] 209/24 approaches [1] 246/9 ask [2] 236/10 274/14 asked [4] 205/15 approved [2] 212/20 255/17 258/17 268/8 257/16 are [87] 200/12 200/13 asking [1] 231/7 201/22 207/24 208/9 aspect [2] 212/16 208/16 208/17 208/18 253/10 208/21 208/25 212/23 aspects [1] 259/18 214/7 214/12 215/3 assembling [2] 242/9 242/18 218/1 218/2 218/22 219/3 220/25 221/3 assess [2] 206/12 222/19 223/18 223/20 271/25 223/23 226/14 227/12 assessed [1] 248/14 227/13 228/13 228/14 asset [3] 212/10 212/16 212/22 229/6 229/7 229/10 229/10 229/11 229/17 assets [12] 211/1 212/12 212/13 215/12 229/21 229/24 230/6 215/14 252/6 252/7 230/15 231/4 231/14 256/13 256/21 256/25 231/14 233/2 233/6 233/18 233/18 237/16 257/2 257/3 238/7 238/18 238/23 assignment [5] 206/3 206/4 206/10 206/16 240/25 241/1 241/5 206/24 242/8 243/22 244/14 247/22 247/23 248/5 assignments [2] 207/3 255/11 255/14 256/20 207/6 257/2 264/1 264/2 assistance [1] 219/14 264/12 264/25 265/5 Assn [1] 195/2 265/16 269/19 270/2 assn.org [1] 195/9 270/8 271/4 271/6 associated [1] 268/16 272/6 273/6 274/20 association [5] 195/7 199/23 200/1 204/13 275/19 275/20 276/8 204/22 276/9 276/10 276/17 276/20 277/4 277/13 assume [1] 252/20 278/4 assuming [2] 266/21 area [3] 201/12 201/24 272/6 204/24 attempting [2] 250/4 268/3 areas [2] 213/21 271/11 ATTORNEY [2] 194/2 194/8 arise [1] 269/4 attorneys [1] 202/8 around [3] 216/18 258/24 258/25 attractive [2] 234/20 234/21 arrange [1] 230/10 authors [3] 275/1 arranged [1] 240/16 275/19 276/2 arrangement [3] 238/10 238/11 251/10 available [6] 207/10 209/13 258/13 270/3 as [70] 200/21 202/7 270/10 270/10 202/21 203/1 204/9 204/22 204/23 207/17 Avenue [2] 195/15 208/14 208/15 208/20 196/4 208/20 208/24 213/1 average [2] 254/5 263/18 213/8 213/24 214/1 214/24 219/1 219/1 away [1] 227/20 221/12 221/24 225/24 B 231/10 231/21 233/9 233/17 234/22 235/13 B.A [1] 201/3 238/12 238/12 238/14 back [8] 211/12 227/12 238/14 238/15 239/21 241/11 245/1 246/6 251/11 264/4 265/9 241/20 241/25 242/1 242/10 244/21 245/17 background [2] 200/25 204/23 245/20 245/23 246/1 balance [1] 212/22 247/22 250/8 250/19 Balto [3] 195/11 251/6 252/10 252/23 195/11 200/3 bargaining [2] 220/4 221/11 Barlow [2] 195/14 195/15 base [1] 256/9 based [6] 207/11 228/2 228/4 228/6 256/9 268/10 baseless [1] 277/16 basically [3] 240/5 252/7 256/12 basis [1] 258/23 be [86] 198/5 202/21 203/9 203/20 204/16 208/8 208/19 208/20 211/16 212/13 212/15 212/19 212/25 214/16 214/17 214/19 217/9 217/14 220/1 220/1 220/17 220/18 221/10 223/22 229/14 231/17 232/15 233/10 233/14 233/15 233/18 234/1 234/22 235/1 239/16 239/20 239/24 240/7 240/9 242/2 242/13 242/21 243/15 243/16 245/11 246/23 253/1 253/2 255/2 255/13 257/1 257/8 258/13 258/14 259/19 260/11 260/24 261/23 267/2 267/4 267/10 267/18 267/23 268/15 268/21 269/21 269/21 270/2 270/3 270/4 270/8 270/9 271/2 271/2 271/13 272/11 272/18 272/18 273/5 273/23 274/5 275/5 276/20 277/16 278/5 278/7 bearing [1] 258/18 because [35] 209/5 215/13 215/18 215/18 218/17 218/25 230/6 231/18 232/22 232/24 235/2 235/4 238/11 238/13 241/11 241/22 241/25 246/20 247/21 253/5 254/6 254/13 259/17 260/5 260/14 260/16 261/14 263/25 267/1 267/20 268/19 269/14 270/17 270/18 274/11 become [2] 248/15 248/21 becomes [1] 267/21 been [22] 200/20 201/8 201/9 201/15 206/6 214/7 215/11 218/18 218/19 226/7 226/8 226/9 227/16 236/24 240/20 244/24 251/13 257/16 266/22 269/5 269/6 270/6 before [21] 193/10 282 blackout [3] 260/1 267/9 268/15 before... [20] 198/7 Blue [2] 226/12 226/12 202/2 203/2 203/6 boil [2] 239/2 239/6 203/12 203/14 203/23 both [4] 212/11 241/1 204/1 204/24 205/16 241/6 278/4 205/25 206/2 220/15 bottom [2] 234/8 221/9 235/21 236/19 240/22 254/17 270/25 276/21 bottom-line [1] 234/8 278/8 bought [2] 252/24 begins [1] 228/21 253/18 behalf [7] 195/2 195/10 boxes [1] 240/13 195/19 199/6 200/4 194/2 199/2 Brady [2] 200/8 202/24 254/15 brand [3] behind [1] 257/12 254/18 255/4 being [15] 205/15 branded [5] 233/24 207/18 212/10 212/14 250/11 255/2 255/2 212/17 220/19 220/24 255/6 231/18 241/8 249/22 branding [1] 254/11 249/22 252/4 257/8 254/22 brands [2] 259/12 264/3 255/12 believe [7] 224/15 244/23 231/14 235/10 246/25 break [2] 244/25 255/2 256/19 269/24 briefly [1] 203/1 believes [1] 234/4 bring [1] 266/5 benefit [15] 205/7 208/9 212/9 205/11 232/25 233/19 broad [6] 231/4 233/3 233/23 234/13 237/8 237/9 234/1 250/24 251/4 251/18 broadly [2] 203/23 261/16 270/18 271/12 260/3 271/13 271/15 brought [2] 204/13 benefits [12] 230/4 204/17 237/16 237/25 244/6 Bureau [1] 202/24 246/10 246/11 246/12 Bureau of Economics 246/15 269/3 269/17 [1] 202/24 269/17 269/19 business [47] 201/4 best [2] 230/1 253/16 212/14 212/15 219/23 better [2] 238/13 246/4 220/1 221/13 221/20 between [4] 207/15 222/1 231/9 231/25 228/18 229/20 264/6 232/4 234/3 241/12 beyond [1] 229/1 241/13 241/14 241/15 bid [5] 222/23 222/25 241/18 241/21 241/23 223/3 263/10 263/20 241/24 242/24 242/25 bidding [6] 222/16 245/14 250/11 250/25 223/7 223/15 228/2 251/4 252/24 255/21 228/4 245/19 257/4 258/20 258/25 bids [3] 223/2 223/4 260/8 260/9 260/12 263/15 260/16 261/1 261/2 big [10] 222/9 222/10 261/8 261/11 261/16 225/10 225/12 225/20 265/2 265/6 265/12 226/12 239/5 242/25 265/16 268/16 275/3 265/16 274/8 275/8 big-three [1] 225/20 businesses [1] 264/5 bigger [2] 260/8 227/7 264/13 buy [2] 260/18 buyer [6] 210/25 biggest [1] 254/22 212/10 212/19 212/20 Bill [1] 202/12 238/12 238/14 billion [10] 241/14 buyer's [1] 212/18 258/24 259/7 260/20 208/12 buying [1] 260/25 261/4 261/12 261/14 264/12 269/1 C bit [4] 201/10 217/22 CA [1] 194/9 218/6 276/12 cable [1] 221/25 black [2] 266/23 calculates [1] 276/16 268/20 calendar [2] 262/12 blacked [2] 259/23 262/13 259/24 California [6] 194/6 blacked-out [2] 259/23 194/7 199/6 222/11 259/24 B 222/12 236/8 call [5] 200/14 200/15 239/21 240/4 250/12 called [14] 210/24 223/19 225/20 226/15 226/18 227/4 227/5 231/13 233/14 253/19 253/20 256/18 256/18 267/13 calling [3] 215/21 216/7 240/20 calls [2] 264/24 264/25 can [31] 201/10 208/20 209/18 215/19 219/17 221/7 221/8 221/20 229/22 230/17 231/22 232/9 232/19 232/24 233/2 233/3 233/22 233/24 237/11 245/7 250/12 252/12 252/16 253/17 263/17 263/25 264/8 269/16 269/18 271/11 274/14 capabilities [1] 264/9 capability [1] 264/21 capital [1] 226/19 Capitol [1] 194/3 capture [1] 250/4 card [2] 246/23 246/24 care [4] 259/1 271/3 271/19 274/11 CareFirst [1] 256/18 careful [2] 242/2 242/13 Caremark [55] 214/9 214/10 214/12 215/16 215/19 215/22 215/22 216/2 216/7 217/2 217/16 222/15 222/17 223/16 227/24 228/20 238/7 238/8 240/3 240/6 240/7 240/12 240/15 241/12 241/13 241/15 241/18 241/20 241/25 242/7 243/9 243/9 244/1 244/10 245/17 246/21 247/5 247/10 248/12 250/8 250/24 251/2 251/8 251/10 251/17 260/20 261/7 261/11 262/7 262/11 262/17 265/12 266/14 267/5 267/10 Caremark's [6] 214/9 242/16 244/12 259/2 260/12 261/5 carved [1] 257/8 case [12] 206/3 206/4 206/10 210/16 210/24 236/19 257/3 257/20 260/2 266/22 266/24 268/19 Casey [2] 195/19 200/7 catch [1] 218/9 category [2] 208/10 273/22 CBO [1] 275/11 Cellular [1] 236/7 Centene [5] 227/5 227/7 257/11 257/13 257/15 certain [1] 208/18 Certified [1] 196/3 certify [1] 279/2 chain [2] 270/23 272/16 challenge [3] 204/17 224/20 224/21 challenged [1] 203/25 change [4] 218/24 251/20 264/6 273/25 changes [2] 235/16 235/19 changing [1] 221/12 characteristics [2] 212/4 277/3 characterize [1] 208/14 charge [1] 274/14 chart [8] 212/4 238/19 238/23 240/22 244/9 249/14 250/4 266/19 charts [4] 225/25 226/2 264/4 273/21 Chase [1] 195/12 chcasey [1] 195/23 Chevy [1] 195/12 Chicago [2] 195/8 201/5 Chief [1] 193/21 chips [1] 240/5 choice [3] 231/15 234/12 237/24 choose [3] 223/1 230/4 233/3 Chris [1] 200/7 Chris Casey [1] 200/7 Christopher [1] 195/19 churn [2] 274/8 274/11 Circuit [1] 266/10 cited [1] 255/25 Civil [1] 198/7 claims [3] 243/10 243/16 277/16 clarify [1] 259/14 class [1] 205/4 clear [3] 203/9 231/17 254/11 cleared [1] 224/16 Clerk [1] 209/12 clients [1] 223/16 Clinton [1] 202/12 closing [1] 225/6 clouded [1] 203/20 CMS [2] 276/19 276/24 CNN [4] 215/11 222/1 266/22 268/16 co [2] 239/20 239/23 co-pay [2] 239/20 239/23 colleagues [2] 203/15 203/24 collection [1] 218/3 COLUMBIA [2] 193/2 198/3 combination [5] 206/14 211/3 234/20 234/20 244/9 combined [2] 235/1 260/23 Comcast [4] 221/25 266/23 266/24 267/16 come [6] 198/6 198/10 234/3 245/1 245/11 254/20 comes [5] 220/3 220/4 235/17 270/1 273/11 comfortably [1] 278/7 coming [1] 272/12 comment [2] 236/3 273/19 comments [9] 207/19 207/22 207/23 207/24 208/2 208/6 208/11 209/3 235/15 Commission [3] 202/4 204/16 208/25 Commissioners [1] 225/8 commitments [1] 263/1 common [1] 223/24 companies [5] 201/13 218/22 228/7 230/9 231/11 companies' [1] 234/8 company [11] 207/7 207/8 215/8 220/9 221/25 232/1 237/17 237/20 246/21 254/16 259/20 comparable [2] 238/18 254/14 compare [2] 238/10 238/16 comparing [1] 238/7 compete [6] 208/21 213/9 223/10 231/25 246/9 256/25 competed [3] 249/2 249/10 250/15 competes [1] 250/13 competing [7] 208/4 243/18 243/19 243/21 244/1 245/24 265/10 competition [13] 201/16 206/25 209/5 209/6 209/7 210/5 224/18 224/22 225/2 231/8 234/2 234/18 274/12 competitive [16] 202/8 202/19 202/23 206/13 207/14 207/18 213/5 213/17 214/1 215/4 234/17 241/8 259/19 266/1 273/12 277/7 competitor [11] 208/16 245/17 245/20 246/1 246/3 248/15 248/22 250/9 250/11 250/20 251/13 competitors [15] 208/2 208/3 208/6 208/16 283 C competitors... [11] 208/17 208/23 209/2 209/4 209/7 223/18 226/1 249/5 249/6 252/21 268/5 complaint [1] 204/13 complaints [1] 208/23 complete [1] 212/15 complicated [1] 247/20 computer [1] 196/7 computer-aided [1] 196/7 concentrated [4] 273/22 273/23 273/24 274/5 concentration [2] 273/2 276/15 concern [10] 213/22 214/1 225/9 225/11 225/15 225/17 225/18 239/21 250/7 252/22 concerned [2] 213/18 257/8 concerning [1] 209/9 concerns [8] 202/20 202/23 206/13 206/17 207/14 207/16 224/24 266/7 conclude [6] 224/18 277/3 277/6 277/9 277/12 277/15 concluded [4] 213/17 224/22 227/24 278/12 conclusion [3] 207/13 224/25 253/17 conclusions [1] 207/11 conference [1] 264/25 confidence [1] 212/24 confidential [3] 235/11 258/7 259/12 confusing [1] 242/14 Congress [2] 205/12 205/25 CONNOLLY [2] 194/12 199/10 consider [2] 275/10 276/10 consideration [1] 274/21 considering [1] 259/20 consistent [1] 266/17 consolidation [1] 205/17 Constitution [1] 196/4 construct [1] 230/19 constructing [2] 233/14 233/15 consultants [1] 237/14 consulting [6] 201/7 201/12 205/6 205/24 206/1 207/6 consumer [4] 193/22 195/10 200/4 269/2 Consumer Action [1] 200/4 consumers [1] 275/6 contains [3] 228/9 249/14 266/8 content [1] 266/23 contention [1] 257/23 context [6] 210/4 215/10 256/10 267/16 268/14 268/19 continue [2] 274/16 274/17 CONTINUED [3] 194/1 195/1 196/1 contract [36] 219/1 219/2 219/5 219/5 219/7 219/11 219/12 219/15 219/25 220/18 220/23 221/21 222/23 228/14 228/18 228/21 231/18 234/5 238/7 238/8 239/5 239/11 240/25 246/16 259/2 259/2 259/5 259/6 260/5 262/7 262/8 262/10 262/12 262/14 262/17 263/10 contracting [2] 243/14 247/8 contracts [14] 220/25 221/3 224/1 228/10 228/13 228/14 229/2 229/4 229/5 237/9 237/9 238/17 241/1 269/20 control [1] 201/18 controls [2] 216/11 216/16 conversation [1] 268/24 coordination [1] 271/19 core [1] 238/23 CORPORATION [2] 193/6 198/9 correct [31] 203/16 203/17 204/7 211/13 216/16 229/2 229/12 249/3 250/2 250/16 250/20 251/8 251/11 251/14 255/13 255/24 256/1 256/2 258/13 259/8 261/5 261/10 261/12 261/16 262/18 262/21 269/24 272/1 272/4 278/6 279/3 corresponding [1] 266/9 corresponds [1] 212/11 cost [8] 232/18 232/25 266/6 269/9 269/9 269/12 272/9 276/5 cost-effective [2] 232/18 266/6 could [11] 208/8 215/12 221/25 221/25 230/15 230/16 243/15 264/2 264/6 267/2 269/21 counsel [4] 198/10 200/11 206/6 206/8 count [1] 237/11 country [5] 213/21 226/12 230/18 232/15 237/16 couple [8] 204/11 210/13 214/7 219/4 226/10 249/19 274/19 274/20 course [8] 207/9 213/8 216/2 221/24 224/24 252/14 252/19 255/21 court [19] 193/1 196/2 196/3 198/3 198/5 198/7 203/6 203/10 203/13 203/16 203/23 204/6 235/12 244/23 245/10 266/10 266/10 269/3 277/13 Court's [1] 249/24 Courthouse [1] 196/4 courtroom [1] 214/8 coverage [1] 229/23 covered [5] 229/10 233/6 233/10 233/18 266/13 covet [1] 265/6 Cowie [2] 194/15 199/13 create [1] 230/12 created [1] 202/13 creating [2] 230/7 244/21 critic's [1] 249/18 critics [4] 207/20 251/16 266/4 272/6 critics' [1] 277/15 CROSS [2] 197/4 226/12 Cross/Blue [1] 226/12 CRR [2] 279/2 279/8 current [1] 201/6 customer [17] 229/15 229/24 237/6 239/7 239/8 239/12 239/14 240/20 241/20 242/10 246/3 246/4 247/21 263/8 263/8 265/20 266/20 customer-facing [3] 239/7 239/8 240/20 customers [32] 208/14 217/25 218/4 220/10 221/18 229/11 229/17 229/21 234/23 246/20 248/7 249/21 252/18 252/19 252/25 253/1 257/6 257/7 260/1 260/13 260/13 267/6 267/14 267/25 268/1 268/4 270/6 270/7 270/8 271/15 272/19 272/20 cut [2] 226/25 265/24 cutting [1] 261/23 CV [1] 193/4 CVS [152] CVS Health [6] 198/9 199/10 199/13 199/16 199/19 258/19 CVS PBM [1] 228/19 CVS's [4] 216/9 216/10 241/23 246/5 CVS-Aetna [3] 205/17 244/20 250/7 CVS/Caremark [23] 215/22 217/16 222/15 222/17 223/16 227/24 228/20 238/7 238/8 240/3 243/9 245/17 247/5 247/10 248/12 251/2 261/7 261/11 262/7 262/11 262/17 265/12 266/14 CVS/Caremark's [5] 242/16 244/12 259/2 260/12 261/5 CVS/Pharmacy [1] 217/17 CVS/SilverScript [2] 250/12 251/14 D D.C [9] 193/5 193/16 193/24 194/13 194/17 195/16 195/22 196/5 203/16 D.C. [1] 266/10 D.C. Circuit [1] 266/10 data [18] 207/8 211/1 211/3 222/16 223/15 228/3 228/4 245/19 245/20 250/22 251/9 254/4 255/25 274/25 275/5 275/12 276/11 276/17 Date [1] 279/7 dated [2] 275/14 276/12 David [3] 195/11 195/11 200/3 David Balto [1] 200/3 david.balto [1] 195/13 day [2] 193/7 278/8 dbmlawgroup.com [1] 195/17 deal [2] 205/11 265/17 dealing [1] 220/10 debate [1] 221/24 DECHERT [4] 194/16 199/13 199/16 199/19 dechert.com [3] 194/18 194/19 194/19 decide [1] 234/13 decided [1] 229/20 decides [1] 229/9 decisions [4] 229/24 230/8 239/15 239/16 decreases [2] 276/18 276/22 deep [1] 210/16 Defendant [3] 194/11 197/5 200/20 Defendants [1] 193/7 defense [1] 204/6 delivery [1] 240/14 demand [2] 234/8 234/11 demonstratives [3] 209/12 209/15 209/17 DEPARTMENT [5] 193/14 193/20 207/9 213/2 272/4 depending [1] 232/12 Deputy [1] 209/12 Deputy Clerk [1] 209/12 describe [4] 210/19 214/19 253/17 266/16 described [3] 214/8 214/20 250/5 describes [2] 250/2 273/20 describing [1] 200/24 deserves [1] 244/25 details [3] 209/9 236/4 236/13 develop [1] 243/7 developing [1] 235/18 did [36] 202/5 202/6 202/13 202/15 202/17 204/21 206/20 206/22 207/4 207/19 208/3 208/11 210/16 210/22 213/25 222/16 224/15 224/18 224/20 224/25 229/3 235/6 235/7 235/8 235/9 235/12 235/14 248/21 248/23 253/18 258/1 267/5 272/24 273/7 273/9 273/16 did you [8] 202/5 202/15 206/20 207/19 222/16 273/7 273/9 273/16 didn't [3] 217/1 236/19 252/24 different [13] 219/20 219/22 220/2 220/22 220/23 222/24 230/10 232/13 233/2 235/22 239/24 252/8 275/15 DIRECT [2] 197/4 200/22 DirecTV [3] 267/18 267/19 268/17 disadvantage [2] 250/9 267/24 disagree [2] 253/4 273/16 disassociate [2] 216/4 217/1 discuss [1] 263/3 discussed [1] 272/9 Dish [4] 221/25 266/23 266/24 267/17 dissent [1] 225/7 distinction [2] 217/3 217/5 distribution [1] 217/16 DISTRICT [7] 193/1 193/2 193/10 198/3 284 D DISTRICT... [3] 198/3 203/16 204/6 District Court [1] 203/16 diversion [3] 267/13 267/18 268/2 dives [1] 210/16 divested [2] 211/1 212/10 divestiture [14] 202/19 206/13 207/13 207/20 207/23 209/10 210/7 211/16 212/5 212/8 212/13 251/22 252/6 277/4 divestitures [7] 210/20 210/20 211/12 211/17 211/18 211/22 257/9 division [5] 193/15 193/21 198/16 198/20 213/5 do [96] do you [10] 208/22 215/21 228/23 253/4 273/8 277/3 277/6 277/9 277/12 277/15 do you have [7] 209/13 219/7 219/10 222/6 258/21 262/6 277/19 do you see [8] 263/7 264/17 264/20 265/7 269/13 270/5 270/11 272/12 Do you understand [1] 264/25 do you understand that [1] 237/6 doctor [2] 233/25 277/24 doctor's [1] 208/19 documents [5] 207/7 207/10 245/16 248/24 256/1 does [27] 207/15 212/4 214/21 218/11 218/24 220/6 220/6 220/13 227/8 227/10 235/24 238/16 239/6 239/8 244/9 244/10 245/23 246/1 247/11 250/3 251/20 251/21 253/6 254/9 259/1 263/13 276/5 doesn't [6] 203/10 219/16 220/11 241/7 256/23 261/18 doing [10] 218/22 221/9 227/12 230/6 238/21 244/24 246/21 248/8 256/10 274/24 DOJ [5] 207/14 207/22 213/16 215/2 257/16 doj.ca.gov [1] 194/10 don't [50] 203/20 213/8 216/4 219/16 219/16 221/11 221/16 221/23 222/2 222/5 222/7 222/9 222/13 222/20 228/7 235/2 235/3 235/4 235/16 236/4 236/5 236/12 236/14 236/15 242/13 243/2 244/16 244/17 244/18 244/23 247/10 247/17 254/8 254/13 255/1 256/8 257/13 257/14 257/17 257/19 258/5 258/6 261/18 261/19 261/21 270/18 270/22 274/4 274/6 275/9 done [11] 204/11 211/6 256/10 258/2 263/15 263/17 264/3 269/3 269/5 269/6 272/3 double [8] 259/3 259/13 259/14 260/6 269/11 272/1 272/7 272/10 down [4] 239/2 239/6 245/7 271/20 downside [1] 275/5 downstream [3] 260/2 267/2 267/22 DOYLE [1] 195/15 Dr [1] 255/6 Dr. [58] 200/24 201/6 202/2 202/15 202/25 204/5 204/18 205/12 205/24 206/3 207/3 207/12 208/3 210/2 210/9 212/4 219/7 222/15 224/3 224/14 227/24 228/12 229/8 236/3 236/12 237/6 238/5 240/22 245/13 247/4 248/14 249/1 249/17 249/24 252/12 252/22 253/10 253/14 254/9 254/10 256/3 258/17 261/4 262/6 263/3 263/7 264/15 266/13 269/2 271/24 272/9 272/23 274/18 276/3 276/16 277/2 278/2 278/3 Dr. Lotvin [2] 278/2 278/3 Dr. Sood [11] 252/12 252/22 253/14 254/9 254/10 256/3 272/9 272/23 274/18 276/3 276/16 Dr. Sood's [1] 253/10 Dr. Wu [44] 200/24 201/6 202/2 202/15 202/25 204/5 204/18 205/12 205/24 206/3 207/3 207/12 208/3 210/2 210/9 212/4 219/7 222/15 224/3 224/14 227/24 228/12 229/8 236/3 236/12 237/6 238/5 240/22 245/13 247/4 248/14 249/1 249/17 249/24 258/17 261/4 262/6 263/3 263/7 264/15 266/13 269/2 271/24 277/2 Drive [1] 195/12 dropped [1] 265/20 drug [6] 229/22 233/24 233/24 239/19 240/13 240/16 drugs [6] 229/10 233/6 233/10 233/18 270/2 270/7 DUANE [2] 195/20 200/8 Duane Morris [1] 200/8 duanemorris.com [3] 195/23 195/23 195/24 due [1] 218/5 DULY [1] 200/20 during [4] 204/21 211/18 251/7 272/3 E each [3] 234/3 240/25 278/5 earlier [4] 246/17 264/4 265/23 272/14 early [1] 249/1 earnings [1] 264/23 ears [1] 214/17 easily [2] 270/4 270/10 economic [6] 201/7 201/12 204/16 208/22 265/11 275/16 economically [1] 277/17 economics [6] 201/3 201/4 201/23 202/24 205/4 270/21 economist [7] 201/2 202/3 202/7 202/21 204/10 208/24 214/25 economists [3] 214/25 215/1 271/25 EDM [1] 272/6 effect [2] 215/4 259/19 effective [2] 232/18 266/6 effectiveness [2] 210/10 210/12 efficiencies [4] 269/4 269/9 269/13 276/6 effort [1] 250/9 either [4] 208/7 235/19 257/18 257/19 elected [1] 202/12 element [9] 266/14 266/19 267/4 267/7 267/12 267/13 267/20 268/7 269/2 elements [4] 215/3 266/9 266/16 277/12 eliminating [2] 269/11 272/15 elimination [3] 272/1 272/6 272/10 Ellingson [1] 195/12 else [1] 219/17 emergency [1] 271/7 employee [1] 232/1 employees [9] 230/3 230/5 230/17 232/14 232/19 232/25 233/23 234/14 239/13 employer [12] 208/12 229/25 230/2 230/13 230/17 230/22 232/17 233/22 238/2 246/9 246/10 248/10 employers [7] 229/14 232/24 234/11 234/12 237/15 237/23 244/7 employing [1] 206/5 encourages [1] 271/18 end [8] 219/15 252/13 260/1 262/12 262/13 263/19 263/20 268/1 ends [1] 278/8 engage [1] 259/21 engages [1] 260/24 enhanced [1] 257/10 enter [1] 248/15 entered [2] 219/8 228/15 entice [1] 232/3 entire [5] 230/18 231/1 231/10 231/12 258/25 entities [1] 208/13 entity [7] 215/12 250/8 260/2 260/23 267/22 270/17 270/22 entry [2] 226/8 228/6 especially [3] 222/8 252/23 271/11 essential [1] 266/16 essentially [3] 244/20 248/11 265/1 estimate [1] 276/5 estimates [1] 276/3 et [4] 193/3 193/6 198/8 198/9 evaluate [4] 207/4 207/6 235/6 238/14 evaluated [4] 207/5 210/18 213/16 213/23 evaluating [1] 202/22 evaluation [1] 251/17 even [10] 222/20 225/24 228/8 236/14 239/1 254/18 267/9 275/4 276/3 276/15 ever [1] 231/7 every [2] 219/4 221/6 everyone [2] 226/24 251/24 evidence [12] 245/23 250/23 251/2 251/6 251/16 252/4 266/4 267/8 267/8 268/3 270/5 270/9 exact [2] 259/11 265/22 exactly [10] 214/14 222/18 227/15 237/13 237/21 240/1 240/18 249/7 260/23 265/19 EXAMINATION [1] 200/22 example [15] 221/19 224/10 224/11 225/5 225/23 226/3 226/22 227/2 230/11 238/21 240/16 253/8 253/17 256/17 268/15 examples [3] 222/20 226/10 228/7 exclusively [1] 218/19 excuse [2] 243/22 253/2 excused [1] 277/22 existence [1] 254/21 expanding [2] 226/23 271/3 expansion [1] 226/8 expect [1] 252/24 expensive [1] 271/8 experience [3] 202/25 212/21 273/3 experienced [1] 237/8 expert [4] 203/1 204/9 204/16 218/9 expires [3] 262/7 262/8 262/12 explain [2] 246/7 265/2 Express [8] 205/10 223/5 224/15 225/7 225/10 226/25 255/12 265/24 Express Scripts [6] 205/10 223/5 225/10 226/25 255/12 265/24 Express Scripts/Medco [2] 224/15 225/7 expressed [1] 252/22 expression [1] 261/24 extent [5] 220/16 254/9 270/16 271/17 273/4 extra [1] 270/23 F face [1] 261/24 facing [5] 239/7 239/8 240/20 248/6 265/19 fact [2] 211/13 259/17 factors [2] 211/15 212/23 facts [1] 253/5 factually [1] 277/16 fairly [1] 260/9 fairness [2] 229/5 258/12 fall [1] 273/22 familiar [2] 205/22 223/23 Fantastic [1] 230/18 far [1] 255/7 favor [1] 250/9 favored [1] 260/1 Federal [3] 202/3 204/15 208/25 few [1] 201/23 285 270/8 270/9 272/11 253/11 254/14 255/25 front [1] 273/17 202/5 202/8 275/24 277/10 256/10 256/24 257/15 FTC [17] field [2] 202/11 202/14 202/16 203/25 204/12 gone [1] 229/1 258/2 258/24 259/19 figure [2] 230/2 239/23 204/13 210/12 210/15 good [19] 198/12 259/21 259/22 262/20 filing [1] 264/16 210/22 210/24 211/19 198/15 198/19 198/23 262/25 263/9 264/15 financial [2] 212/22 212/12 212/18 212/24 199/1 199/5 199/9 265/12 265/24 268/8 261/19 224/18 224/20 224/22 199/12 199/15 199/18 268/18 269/3 270/14 find [2] 225/7 274/4 199/21 199/25 200/3 272/9 273/3 277/9 FTC's [1] 225/6 finding [1] 227/13 240/20 200/7 200/16 200/17 function [1] hasn't [1] 257/16 fine [3] 233/25 253/14 238/24 219/13 245/5 278/9 functions [5] have [123] 273/18 239/7 240/19 242/19 Good morning [10] haven't [1] 230/20 finish [3] 255/15 242/21 198/12 198/15 199/1 having [6] 200/20 271/24 278/8 199/5 199/9 199/12 234/23 235/24 238/16 fundamentally [1] finished [1] 255/16 243/11 199/21 199/25 200/16 265/9 270/22 firewall [6] 240/23 270/8 200/17 future [1] Hawaii [1] 194/7 240/25 241/1 241/10 211/1 212/22 got [5] HBO [4] 215/11 222/1 241/11 241/22 G 217/16 223/8 236/19 266/22 268/16 firewalls [2] 241/5 gain [6] 218/3 260/6 204/9 he [18] 203/9 203/10 government [2] 251/3 268/22 268/22 269/21 276/24 209/18 244/25 252/22 firms [1] 201/12 269/21 253/6 253/14 272/24 governments [3] first [15] 200/14 201/11 gaps [1] 237/12 201/15 201/17 229/17 272/24 273/19 273/20 206/12 212/7 215/14 gave [1] 212/24 273/21 273/25 274/1 graduate [2] 201/4 217/11 221/17 224/20 general [4] 194/2 194/8 204/21 274/14 274/24 275/11 229/22 238/9 256/8 269/15 271/14 252/22 271/12 276/1 great [2] 256/22 273/10 275/2 GENERAL/FL [1] greater [3] 217/10 he's [4] 203/15 209/16 275/7 194/2 268/17 273/2 209/19 244/24 Fitzgerald [2] 193/13 generally [1] 214/25 200/5 Group [1] health [50] 193/6 198/9 198/16 generic [1] 233/24 208/8 208/9 199/10 199/13 199/16 groups [6] five [4] 215/3 244/23 get [24] 208/19 215/13 208/12 208/15 208/16 199/19 202/12 205/4 245/1 245/1 227/20 230/4 231/9 208/17 208/12 221/19 221/23 five-minute [1] 244/23 231/21 231/25 232/3 grow [2] 225/16 243/6 222/2 222/20 222/22 fixing [1] 204/14 233/24 234/3 234/4 224/7 226/23 227/5 grown [1] 225/22 FL [2] 194/2 194/3 240/14 240/16 245/2 227/12 229/11 229/11 guess [2] 230/17 Florida [4] 194/2 194/6 248/13 252/7 257/19 263/18 229/16 229/25 230/3 199/2 236/9 259/23 259/24 263/15 guts [1] 240/4 230/6 230/7 230/13 flu [1] 208/20 263/15 267/21 271/6 257/21 232/18 233/22 237/15 guys [1] focus [2] 238/5 249/21 271/8 237/16 237/24 237/25 folks [3] 236/4 236/5 H getting [2] 239/19 241/13 241/20 244/4 236/12 257/4 Habash [2] 194/15 244/6 246/10 246/11 follow [1] 273/6 199/16 give [13] 212/23 248/7 256/18 256/18 FOLLOWS [1] 200/21 214/23 215/8 218/12 had [14] 205/4 205/11 258/19 260/25 261/5 foreclosure [24] 220/6 220/11 225/5 205/15 207/14 212/20 267/5 268/21 268/22 206/17 207/16 213/23 226/10 230/3 234/4 220/14 225/13 227/16 269/1 269/17 271/18 213/25 214/4 214/24 235/24 247/11 253/8 235/22 238/20 239/22 healthcare [12] 193/22 215/4 221/17 235/15 255/17 265/19 268/24 195/19 200/8 202/11 given [1] 274/6 252/3 252/4 258/18 gives [1] 234/17 hand [1] 200/18 202/14 204/18 204/24 259/16 259/18 259/18 globally [1] 201/19 handle [2] 239/14 205/13 225/12 265/20 259/21 260/4 260/25 239/14 go [22] 202/25 206/9 271/7 271/8 261/15 266/9 267/21 218/7 219/17 230/17 happened [3] 225/19 hear [2] 209/2 278/1 268/13 277/13 277/15 230/25 232/10 232/14 227/15 237/13 heard [9] 224/3 224/6 foregoing [1] 279/3 232/18 232/19 233/13 happening [1] 226/4 231/8 236/16 236/18 form [1] 269/11 244/2 245/2 246/10 happens [1] 221/22 236/19 236/20 250/18 formularies [3] 233/15 255/15 256/21 262/2 hard [1] 244/24 273/7 233/15 235/18 264/4 267/14 267/18 harm [1] 250/24 hearing [4] 193/9 formulary [5] 233/17 268/4 274/15 harmed [1] 267/3 203/5 228/23 270/25 233/23 234/1 234/21 Go ahead [3] 206/9 has [62] 206/4 206/10 heck [1] 235/13 239/17 255/15 274/15 206/16 208/17 209/5 help [7] 230/10 233/1 forth [1] 233/10 210/12 214/8 214/9 God [1] 198/4 237/15 237/23 238/14 forward [4] 198/10 goes [4] 221/2 239/18 217/9 217/10 217/16 239/11 239/13 224/21 273/21 277/10 251/10 265/9 218/18 219/23 220/1 helpful [1] 214/20 found [3] 212/12 220/1 220/10 220/18 going [27] 221/10 helping [1] 244/2 212/18 254/4 221/17 223/1 225/16 224/6 225/2 225/4 Henry [4] 195/2 195/6 Foundation [2] 195/19 225/16 231/19 232/15 225/19 226/7 226/8 199/22 199/25 200/9 232/18 233/18 239/2 226/9 227/4 228/14 Henry Allen [1] 199/25 founded [1] 201/11 246/6 252/18 259/18 238/23 239/19 240/19 Henry Quillen [1] fourth [1] 268/7 260/1 260/24 261/15 241/7 245/13 245/15 199/22 framework [1] 209/8 263/9 268/1 269/20 248/14 249/20 250/18 henry.allen [1] 195/9 frankly [1] 209/4 270/2 270/3 270/4 251/13 251/17 251/24 here [22] 209/16 free [2] 247/10 247/11 F 209/19 209/23 214/8 215/15 216/18 218/8 222/2 231/17 233/2 241/5 243/12 260/5 267/4 267/23 269/2 269/5 269/6 269/10 269/13 270/5 273/5 here's [2] 230/16 230/22 HHI [6] 272/25 273/4 273/9 273/17 273/20 273/25 HHI's [1] 273/11 HHIs [1] 273/21 high [1] 239/20 higher [2] 232/16 273/5 highly [4] 266/1 273/22 273/24 274/5 hires [1] 237/7 his [7] 253/4 258/10 273/1 273/3 273/7 273/16 273/21 history [1] 265/18 Hogan [2] 204/2 204/3 Honor [27] 198/12 198/15 198/19 198/23 199/1 199/5 199/9 199/12 199/15 199/18 199/21 199/25 200/3 200/7 200/13 200/15 209/11 209/22 210/6 218/5 228/9 237/10 249/14 263/5 266/8 277/19 277/23 HONORABLE [4] 193/10 198/4 198/5 245/10 hoping [4] 252/19 259/25 268/16 268/22 horizontal [2] 206/25 213/22 hospital [2] 204/17 204/22 hour [3] 244/25 245/3 278/5 house [7] 205/16 206/2 227/19 264/3 265/21 266/5 271/1 household [1] 255/13 houses [1] 205/3 how [36] 201/8 201/15 201/17 208/16 208/21 208/22 208/24 214/5 214/20 219/2 222/22 229/20 230/3 233/5 234/20 234/21 236/5 236/13 236/15 236/22 238/16 239/23 241/2 241/2 242/13 250/13 252/12 263/13 264/5 265/11 265/13 267/2 267/20 268/9 272/23 273/1 hquillen [1] 195/5 huge [9] 218/3 218/3 237/14 239/4 241/21 241/23 243/12 261/1 286 H huge... [1] 271/12 huh [2] 213/7 253/12 hypothetical [1] 230/23 hypothetically [1] 267/23 I I am [3] 201/2 201/7 201/23 I believe [7] 224/15 231/14 235/10 246/25 255/2 256/19 269/24 I can [2] 215/19 253/17 I did [7] 202/6 202/17 204/21 206/22 208/11 229/3 258/1 I don't [4] 203/20 254/13 257/19 274/6 I don't have [2] 222/7 222/9 I don't know [6] 247/17 255/1 257/14 257/17 258/5 275/9 I don't recall [1] 243/2 I don't think [5] 221/16 235/16 254/8 256/8 261/21 I have [22] 201/3 203/3 203/4 203/7 203/14 203/23 204/11 204/20 204/25 205/8 205/14 209/23 215/18 215/18 235/10 245/22 246/11 248/16 251/5 253/5 267/11 268/6 I just [1] 223/21 I know [5] 215/1 217/3 236/23 266/13 269/3 I mean [5] 218/8 223/4 247/10 273/7 275/24 I recall [1] 263/16 I should [1] 236/9 I think [26] 212/9 212/9 212/10 213/17 214/24 222/7 227/3 230/1 236/3 236/14 238/20 238/21 243/5 243/6 244/25 247/1 249/1 253/5 260/19 263/17 271/11 275/10 275/23 276/4 276/16 278/4 I understand [2] 225/17 231/6 I want [1] 238/11 I wanted [2] 238/9 238/10 I was [7] 202/3 204/1 205/1 206/1 211/21 248/6 248/13 I worked [1] 205/9 I'd [4] 202/23 202/25 259/12 263/3 I'll [10] 214/19 217/6 225/5 226/10 240/4 253/8 257/19 270/12 274/13 276/14 I'm [18] 205/22 214/17 218/9 218/9 218/9 220/14 229/3 231/7 231/19 232/17 232/18 239/2 254/18 269/24 271/15 272/25 273/20 274/9 I'm going [3] 231/19 232/18 239/2 I'm not [2] 218/9 229/3 I'm not sure [2] 254/18 274/9 I'm sure [1] 272/25 I've [15] 201/9 201/25 204/11 205/19 205/19 206/6 236/18 240/20 251/1 251/19 253/16 260/10 263/17 265/15 266/7 I-n-g-e-n-i-o [1] 226/18 identified [1] 213/21 identify [1] 212/4 IL [1] 195/8 image [1] 264/15 impact [1] 202/9 important [12] 209/5 212/16 215/7 215/18 241/5 241/5 241/6 258/17 267/1 267/20 271/5 275/10 improve [1] 269/16 in-house [4] 227/19 264/3 265/21 266/5 incentive [1] 260/11 incentives [3] 251/20 256/25 261/19 include [2] 208/3 275/21 included [2] 229/10 229/21 includes [1] 249/12 including [5] 203/24 210/25 237/17 241/14 260/22 increase [4] 273/4 276/4 276/7 276/15 increased [2] 225/2 225/4 incumbent [3] 265/12 265/13 265/14 independent [3] 208/7 208/8 248/22 index [3] 197/2 273/1 274/1 indicate [1] 273/1 indicated [1] 252/23 indicators [2] 269/23 269/25 individual [1] 208/18 individuals [1] 208/13 industry [11] 204/19 212/20 224/19 236/24 237/14 254/23 273/22 273/23 273/24 274/5 277/6 information [10] 207/4 207/5 207/10 210/22 237/12 241/8 251/3 258/8 258/13 270/11 Ingenio [3] 226/18 226/20 226/21 IngenioRx [3] 226/15 227/15 265/23 inherent [1] 268/13 inject [1] 201/16 innovation [1] 202/13 input [8] 215/7 215/7 215/17 249/20 249/21 259/24 266/15 266/21 inputs [1] 249/22 inside [12] 240/5 240/6 240/12 241/12 241/13 241/15 241/25 242/2 242/8 242/14 242/18 243/8 insurance [7] 224/7 232/1 234/7 246/24 248/11 254/15 254/23 insured [2] 239/18 239/22 insurer [3] 229/9 231/9 232/1 insurers [4] 229/11 229/12 230/25 261/5 integrated [4] 215/8 215/12 224/6 270/22 Intel [3] 240/5 240/5 242/6 intensely [1] 277/6 interact [1] 239/22 interest [2] 200/5 270/1 interesting [3] 214/16 214/17 276/17 internal [1] 222/16 interviews [1] 211/3 introduce [1] 200/24 investigation [2] 224/25 272/4 investing [1] 264/20 involved [1] 243/11 is [234] is that correct [1] 204/7 Is there [1] 215/6 isn't [7] 217/24 220/2 232/4 242/24 242/25 270/16 274/14 issue [5] 213/22 235/6 235/15 253/16 254/9 issued [1] 210/13 issues [5] 213/17 213/24 213/25 214/4 276/10 it [165] it would be [2] 239/24 268/21 it's [79] 209/5 211/2 215/1 215/17 216/2 216/9 216/15 217/3 217/25 219/10 219/12 219/20 220/17 221/10 223/8 223/24 226/18 227/3 228/4 228/6 228/20 230/2 233/21 234/7 234/11 234/15 234/19 239/1 239/4 239/4 239/5 240/4 240/5 240/5 240/12 241/5 241/6 241/12 242/14 242/25 243/2 243/3 243/5 243/14 243/15 243/20 244/4 244/5 246/4 247/1 247/19 247/19 254/22 254/23 256/21 256/22 257/4 257/6 257/8 258/7 259/14 259/18 259/25 263/19 267/1 267/1 269/15 269/15 270/17 271/17 273/18 273/18 273/23 275/2 275/7 275/10 276/16 276/21 277/21 It's like [2] 234/15 240/4 items [2] 212/7 212/11 its [20] 220/11 226/22 229/20 233/9 234/23 235/22 235/22 241/8 244/4 246/20 250/9 250/25 251/24 257/10 260/1 265/2 265/21 265/23 267/22 268/21 itself [1] 256/23 J January [4] 210/14 211/22 226/11 226/25 Jay [2] 193/13 198/12 Jay Owen [1] 198/12 jay.owen [1] 193/17 jesus [3] 193/14 193/18 198/24 Jesus Alvarado [1] 198/24 jjaronica [1] 195/23 job [4] 201/6 202/2 237/14 237/22 joined [1] 202/2 Jonathan [2] 194/11 199/10 Jonathan Pitt [1] 199/10 jpitt [1] 194/14 Jr [1] 195/6 judge [9] 193/10 203/10 204/2 204/3 236/3 256/3 258/17 261/18 268/7 Judge Hogan [1] 204/3 Judge Leon [3] 236/3 256/3 268/7 Judge Leon's [1] 261/18 judgment [1] 273/1 July [1] 276/19 June [2] 193/5 279/7 just [45] 202/1 202/12 208/21 209/19 213/8 214/23 217/5 220/17 222/22 223/19 223/21 226/3 226/10 227/2 227/6 227/21 231/17 233/18 234/15 239/15 241/21 243/12 248/6 253/8 255/20 259/5 259/6 259/11 259/12 261/4 265/22 268/9 268/24 269/14 270/21 271/2 271/24 272/13 272/15 273/11 273/12 273/14 274/3 274/13 275/25 JUSTICE [6] 193/14 193/20 207/9 213/2 235/6 272/4 K KALLAS [2] 195/3 199/22 keep [8] 209/5 209/7 215/21 216/6 216/7 217/5 223/10 252/25 key [3] 215/3 253/10 259/17 kind [6] 234/13 237/25 239/24 270/1 271/18 272/3 kinds [1] 243/8 knew [1] 254/18 know [41] 212/21 213/8 215/1 217/3 221/24 222/22 224/9 225/19 227/14 232/17 233/18 233/23 236/5 236/14 236/20 236/23 237/2 242/5 244/21 246/20 247/17 248/7 249/19 253/6 255/1 257/13 257/14 257/17 258/4 258/5 258/6 261/24 266/13 269/3 269/14 269/23 270/14 271/6 272/11 275/9 276/5 knowledge [1] 212/20 known [1] 254/21 knows [3] 220/9 241/7 251/24 L label [1] 276/6 lady [1] 262/3 lag [1] 263/14 landing [1] 201/18 large [1] 265/5 largest [2] 222/4 254/15 last [6] 205/15 227/3 250/19 269/2 270/25 276/19 later [1] 263/8 launching [1] 226/15 LAW [1] 195/11 Lawrence [3] 200/15 200/20 201/2 Lawrence Wu [2] 200/15 201/2 lawyer [1] 229/3 lawyers [1] 215/2 287 longer [1] 252/16 look [17] 207/23 222/3 leaders [1] 224/12 222/21 223/2 225/6 leads [1] 260/1 226/3 227/16 241/7 learn [2] 218/9 265/18 241/12 256/14 264/5 learned [1] 210/19 267/5 275/14 275/23 Lee [2] 194/7 199/5 276/8 276/17 276/19 left [3] 211/5 211/8 looked [7] 208/25 267/10 210/15 213/5 253/16 LEON [6] 193/10 198/4 254/2 265/15 274/6 236/3 256/3 258/17 looking [5] 211/12 268/7 254/4 274/9 274/25 Leon's [1] 261/18 275/5 less [1] 217/5 looks [2] 273/20 lessons [1] 210/19 273/25 let [2] 236/15 238/21 Los [1] 194/9 let's [7] 203/9 209/9 lose [9] 223/4 223/4 217/5 229/22 230/20 223/5 223/5 223/6 263/16 273/14 252/25 267/6 267/17 let's see [1] 263/16 267/25 lets [1] 215/19 losers [1] 209/6 level [1] 247/21 223/3 223/3 loses [3] levels [2] 210/5 262/25 223/16 leverage [17] 215/8 252/18 217/10 217/10 217/14 losing [3] 268/15 268/21 217/24 218/2 218/12 loss [4] 245/20 259/22 218/15 218/25 220/4 266/20 267/9 220/7 220/11 220/14 losses [1] 265/16 221/8 221/11 235/17 222/21 265/15 lost [6] 250/8 266/24 267/1 267/15 life [1] 254/22 268/4 like [21] 201/17 202/1 lot [5] 243/11 253/1 202/25 209/21 222/11 269/3 275/23 275/24 229/12 230/12 232/22 Lotvin [2] 278/2 278/3 232/24 234/15 235/25 low [2] 256/9 257/1 239/10 239/14 239/15 lower [8] 231/23 240/4 255/12 258/7 232/19 232/23 232/25 259/12 263/3 265/12 254/3 270/2 270/8 274/1 276/20 likely [7] 211/16 lower-cost [1] 232/25 212/13 212/15 212/19 274/22 Lucarelli [2] 212/24 273/5 273/6 274/23 line [1] 234/8 lunchtime [1] 277/21 lines [1] 246/16 list [2] 212/11 235/22 M listen [1] 209/3 made [9] 210/19 listened [1] 272/25 210/20 211/15 212/15 listening [1] 217/4 229/24 231/18 236/3 listing [1] 226/1 239/16 275/25 lists [1] 233/18 magnitude [1] 241/15 little [5] 217/22 218/6 mail [3] 242/22 242/24 256/5 257/23 276/12 243/16 lives [3] 218/23 221/8 mail-order [1] 242/22 256/18 major [1] 216/15 liz.brady [1] 194/4 make [9] 231/19 233/1 Lizabeth [2] 194/2 237/24 239/15 259/25 199/2 261/19 263/22 271/11 Lizabeth Brady [1] 273/8 199/2 makes [5] 233/8 233/9 LLP [4] 194/12 194/16 237/3 261/20 261/21 195/3 195/20 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258/14 266/22 269/20 270/12 271/2 271/2 272/17 272/18 274/13 274/16 274/17 275/5 May 13th [1] 249/25 maybe [8] 230/15 230/20 236/8 246/4 255/16 255/18 257/12 257/19 MAZARD [1] 195/15 McConnell [1] 195/20 McGinley [2] 194/16 199/19 MD [1] 195/12 me [12] 202/10 204/16 215/19 238/22 242/20 243/22 253/2 253/9 261/25 269/24 274/14 275/25 mean [15] 203/10 217/1 218/8 222/10 223/4 235/20 239/8 241/16 242/8 247/10 247/17 256/23 272/19 273/7 275/24 Meaning [2] 235/21 241/17 mechanical [1] 196/7 Medco [8] 205/10 224/15 225/7 225/10 227/16 227/20 265/19 265/20 medical [6] 195/2 195/7 199/22 200/1 237/8 248/11 Medicare [4] 249/2 252/15 275/2 276/25 Medicare Part D [2] 249/2 252/15 MedImpact [5] 223/6 223/22 224/10 225/23 225/24 medium [1] 233/3 member [3] 256/13 256/15 256/19 mention [4] 235/14 249/19 270/12 270/24 mentioned [10] 208/15 223/21 224/14 225/24 226/7 256/3 261/14 270/25 272/14 276/1 mentions [3] 274/18 275/11 276/4 menu [2] 230/13 234/15 Mercer [1] 237/18 merge [1] 219/20 merger [32] 202/15 203/25 204/5 204/17 205/7 205/7 210/4 210/5 212/24 217/15 217/24 243/19 243/19 244/11 244/16 245/13 246/13 246/14 248/18 248/19 249/2 249/10 250/23 251/20 251/22 266/11 270/1 270/6 271/18 271/24 273/1 276/4 mergers [5] 202/5 202/9 202/14 269/5 269/8 merging [3] 204/1 204/8 210/25 Merit [1] 196/2 methodological [1] 275/16 Michael [4] 194/15 194/16 199/13 199/19 Michael Cowie [1] 199/13 Michael McGinley [1] 199/19 michael.mcginley [1] 194/19 Middle [1] 195/3 might [19] 208/13 215/6 215/7 215/10 217/4 223/22 230/11 230/19 230/21 233/23 239/11 239/11 239/11 239/13 255/2 257/1 257/8 263/18 273/23 mike.cowie [1] 194/19 million [13] 217/25 218/1 218/1 218/22 219/23 220/10 221/8 234/23 256/4 257/6 257/7 270/6 272/21 mind [3] 209/5 209/8 222/6 minute [1] 244/23 MinuteClinic [1] 208/19 MinuteClinics [3] 208/18 271/4 271/10 minutes [2] 245/1 245/2 miscalculations [1] 275/6 missing [1] 275/20 Mississippi [1] 194/6 Missouri [1] 204/17 misused [1] 251/3 mix [1] 264/7 model [3] 254/7 268/3 275/20 modeling [2] 254/1 267/9 moderately [1] 273/23 mom [1] 237/2 moment [1] 238/6 money [1] 259/25 months [1] 263/14 more [26] 211/16 212/13 212/14 212/15 212/19 215/19 217/22 220/7 223/18 231/22 231/22 232/17 235/24 259/2 259/12 259/14 259/25 260/17 260/18 261/7 270/3 270/4 270/9 270/10 270/10 276/6 morning [17] 193/8 198/12 198/15 198/19 198/23 199/1 199/5 199/9 199/12 199/15 199/18 199/21 199/25 200/3 200/7 200/16 200/17 MORRIS [2] 195/20 200/8 most [9] 208/7 210/13 213/18 222/4 236/4 236/5 236/12 236/17 271/8 mostly [1] 239/6 MOTIONS [1] 193/9 move [1] 209/9 moved [1] 224/21 Mr. [1] 200/12 Mr. Pitt [1] 200/12 Mucchetti [2] 193/20 198/20 much [3] 260/7 263/13 274/10 multiple [1] 230/12 must [11] 215/7 215/13 288 231/5 231/14 233/2 235/23 must... [9] 215/17 never [6] 203/12 221/16 221/19 221/20 203/14 236/16 236/18 222/16 227/25 249/21 236/19 236/20 266/13 266/14 New [1] 222/13 must-have [10] 215/7 222/13 215/13 215/17 221/16 New York [1] 267/12 267/13 next [4] 221/19 222/16 227/25 278/1 278/1 249/21 266/13 266/14 NH [1] 195/4 my [19] 201/2 203/15 Ninth [1] 195/21 206/4 206/10 207/6 193/4 209/16 no [25] 207/13 208/1 212/7 211/20 211/21 216/20 213/4 213/24 228/4 217/3 218/7 220/4 228/6 232/19 233/2 220/20 220/20 220/20 235/7 237/2 244/23 221/5 223/13 234/10 253/17 261/25 236/1 237/3 243/20 My understanding [1] 243/25 244/17 244/19 235/7 248/23 249/11 251/1 myfloridalegal.com [1] 252/16 277/20 194/4 No. [1] 198/8 No. 18-2340 [1] 198/8 N name [8] 201/2 223/23 non [2] 218/2 272/18 non-PDP [1] 218/2 223/24 226/16 252/8 252/13 252/17 254/18 non-price [1] 272/18 nose [1] 261/23 named [1] 274/22 not [95] names [2] 198/10 note [1] 275/19 255/13 narrow [2] 231/4 233/4 nothing [1] 235/19 now [21] 198/3 207/19 narrower [2] 230/20 214/14 219/20 221/15 232/16 nation [2] 231/2 231/12 225/20 226/1 226/22 229/1 229/11 244/25 nation's [1] 231/10 nationwide [1] 234/25 248/18 249/17 251/10 254/20 269/19 270/17 nature [1] 263/25 273/15 274/8 274/13 Navitus [1] 223/22 276/13 239/13 270/16 need [3] number [8] 207/22 270/22 213/16 238/23 243/3 needed [2] 202/22 254/7 265/10 272/11 213/2 275/19 negotiate [5] 231/18 NW [7] 193/15 193/23 237/15 238/1 240/7 194/12 194/17 195/15 264/2 195/21 196/4 negotiated [2] 220/1 NYU [1] 205/3 220/19 negotiating [3] 218/21 NYU's [1] 205/2 195/11 208/19 offices [1] 201/20 Official [1] 196/3 offset [1] 276/6 often [2] 219/2 223/16 Oh [8] 215/17 215/23 216/5 216/8 220/20 227/7 242/4 262/9 okay [54] 206/23 212/1 212/3 212/10 213/12 213/13 213/19 213/22 214/13 215/5 215/6 215/13 215/17 216/5 216/25 217/6 217/8 217/21 219/13 219/19 221/1 225/7 225/17 225/19 226/22 230/14 230/18 230/21 233/19 233/25 238/3 240/2 240/11 241/9 241/14 242/4 242/12 242/15 242/20 243/4 243/13 244/22 245/3 245/4 247/16 253/13 253/25 254/25 255/8 273/11 273/13 275/7 276/14 276/22 old [1] 252/15 Once [1] 219/4 one [50] 201/11 204/12 212/16 214/8 214/12 215/3 215/14 216/15 216/17 222/19 223/1 225/8 225/12 225/20 226/11 227/3 228/14 231/25 232/4 232/7 234/18 239/18 239/20 240/7 240/15 247/21 249/20 249/22 249/22 252/19 253/10 254/22 254/23 257/8 259/5 259/6 259/17 260/3 262/9 264/4 265/18 268/17 270/14 270/17 272/11 272/15 273/21 274/22 275/21 278/5 ones [3] 222/6 222/9 221/6 235/17 O 222/10 263/15 negotiation [2] oath [1] 200/19 ongoing [1] 212/14 269/21 208/1 only [4] 223/1 230/20 observation [1] negotiations [8] 215/9 observed [1] 223/18 252/13 257/1 242/8 242/17 243/15 257/15 operate [2] 236/6 246/21 247/23 263/15 obviously [3] 264/1 273/7 241/3 270/20 202/18 operated [1] 245/13 occasions [2] NERA [6] 201/7 201/10 210/13 operates [3] 236/13 201/11 201/13 202/2 occur [1] 217/15 236/15 242/7 204/15 228/7 occurred [1] opinion [1] 256/9 network [26] 217/17 occurs [1] 217/24 opposed [3] 241/25 229/21 230/16 230/16 off [4] 216/19 226/25 242/1 242/10 230/19 230/22 231/1 261/23 265/24 opposition [4] 207/24 231/2 231/10 231/20 offer [8] 230/12 230/15 208/2 208/7 208/11 232/4 232/7 232/9 230/16 232/24 233/22 option [1] 265/9 232/12 232/13 232/14 234/13 246/16 269/18 options [6] 233/5 232/15 232/16 233/3 offered [1] 237/16 237/23 263/3 263/7 233/4 233/4 239/12 232/3 offering [5] 264/1 277/9 242/9 242/17 247/24 232/5 232/8 234/15 Optum [2] 274/7 274/7 249/23 246/18 OptumRx [6] 223/5 networks [8] 230/10 office [4] 194/2 194/7 225/13 225/15 225/20 230/12 230/15 231/4 M 227/19 265/21 order [10] 198/6 232/3 242/22 242/24 243/16 245/11 249/25 250/5 250/24 251/3 orders [1] 210/15 ordinary [1] 255/21 organize [1] 227/13 other [18] 218/1 222/19 232/3 232/11 234/2 241/9 242/1 242/19 242/21 243/8 248/1 249/9 256/14 260/10 264/1 266/16 268/5 269/12 others [4] 222/25 242/20 255/12 256/3 Our [1] 230/25 out [15] 217/19 222/23 230/3 239/23 251/7 259/23 259/24 263/20 266/23 268/20 270/11 274/21 275/17 276/13 276/19 outlets [1] 231/11 output [1] 269/22 outside [5] 201/20 224/11 240/12 240/15 247/1 outsource [1] 264/3 outward [1] 248/6 outward-facing [1] 248/6 over [12] 228/16 229/2 234/18 236/10 238/22 259/7 260/5 260/13 261/11 264/2 273/3 274/1 overall [2] 261/1 269/17 overlap [2] 213/5 213/18 overture [1] 233/9 Owen [2] 193/13 198/12 own [11] 219/16 219/20 219/23 226/15 241/21 244/15 244/18 250/9 251/24 267/22 273/9 owned [2] 220/19 220/24 owns [1] 215/24 243/16 246/15 247/2 248/6 249/2 252/15 258/20 261/1 264/8 268/5 271/5 271/17 Part D [2] 258/20 268/5 participants [3] 210/25 211/2 211/4 particular [1] 256/1 parties [4] 202/18 204/1 204/8 210/25 partnership [1] 227/5 parts [2] 206/4 206/11 party [1] 206/1 pass [1] 202/13 passed [1] 241/8 past [3] 257/24 257/25 263/17 patient [1] 240/17 pay [2] 239/20 239/23 paying [6] 247/9 247/13 247/22 248/4 248/5 256/12 pays [1] 275/17 PBM [146] PBM's [1] 241/24 PBMs [17] 216/15 216/17 222/24 225/10 225/11 225/20 226/8 229/11 231/25 233/1 234/2 236/5 236/5 236/23 264/1 265/5 265/10 PDP [33] 206/15 213/6 213/9 213/18 218/1 218/2 241/7 249/5 249/6 250/9 250/10 250/11 250/16 250/19 250/25 251/13 251/23 251/24 252/6 253/18 253/19 254/7 254/17 255/1 255/6 255/11 256/17 257/4 260/13 267/24 267/25 275/3 275/14 people [3] 217/4 252/15 271/6 per [3] 256/12 256/15 256/19 percent [13] 216/12 216/16 216/18 217/20 217/23 223/8 242/23 242/25 254/3 254/3 254/5 255/22 258/25 percentage [2] 267/17 P 267/25 p.m [2] 245/9 278/12 perfectly [2] 253/2 pages [1] 239/1 253/2 paper [8] 274/22 275/1 performance [1] 275/4 275/11 275/12 262/25 275/25 276/1 276/5 performed [2] 250/19 papers [2] 274/19 251/7 276/8 performing [2] 252/10 parallel [2] 215/15 252/11 267/23 period [1] 274/1 part [23] 204/23 212/14 perpetuity [1] 252/25 220/5 227/11 233/9 perspective [4] 208/22 241/21 241/23 241/25 265/11 274/3 275/16 242/24 242/25 243/12 Peter [2] 193/20 289 P Peter... [1] 198/20 Peter Mucchetti [1] 198/20 peter.j.mucchetti [1] 193/25 Ph.D [1] 201/4 pharmaceutical [10] 218/21 221/3 231/1 231/10 231/11 240/8 243/15 246/21 270/2 270/21 pharmacies [15] 208/4 208/9 229/10 229/21 229/22 230/18 230/21 231/2 231/20 232/9 232/22 234/25 235/22 235/24 243/14 pharmacist [1] 233/25 pharmacists [1] 208/8 pharmacy [27] 205/6 205/11 217/10 217/17 230/3 230/11 230/12 230/22 231/19 231/20 231/21 232/7 232/20 234/21 235/19 235/23 237/9 239/12 239/19 242/22 242/24 246/10 246/11 246/15 247/24 249/22 269/17 physician [5] 208/8 208/9 208/15 208/16 208/17 pick [2] 252/19 253/3 pie [2] 225/25 226/1 PIRG [1] 195/11 Pitt [3] 194/11 199/10 200/12 PL [1] 194/3 PL-01 [1] 194/3 place [2] 211/18 274/9 placed [1] 200/19 plaintiff [3] 199/2 199/6 199/6 Plaintiffs [1] 193/4 plan [32] 222/22 226/23 227/5 229/25 230/3 230/13 232/18 233/22 234/13 237/16 237/25 241/7 244/5 244/6 248/7 250/10 251/23 251/25 253/18 253/19 255/1 255/3 255/6 256/18 260/25 263/11 267/5 268/21 268/22 269/1 271/5 271/18 plans [18] 208/12 221/19 221/23 222/2 222/20 226/12 227/12 230/6 230/7 237/15 237/24 241/13 241/21 248/14 248/21 255/11 265/25 270/21 play [1] 257/12 player [1] 225/24 please [3] 198/5 198/10 245/11 232/11 256/16 273/5 PLLC [1] 195/15 point [9] 243/18 253/14 pricing [2] 262/20 254/11 261/18 273/11 270/15 273/12 274/20 275/17 Prime [2] 223/6 223/22 276/13 Prime Therapeutics [1] 223/22 pointed [1] 251/6 Princeton [1] 276/2 points [1] 274/2 prior [4] 251/22 254/2 policy [1] 205/3 256/15 257/9 portion [4] 246/19 258/19 258/23 268/4 private [1] 229/14 Portsmouth [1] 195/4 privilege [2] 205/4 205/15 position [3] 238/12 238/13 238/13 probably [10] 213/22 222/12 232/15 233/17 positioned [1] 253/3 237/2 237/3 253/16 possible [2] 214/7 254/22 257/10 263/19 233/1 problem [2] 239/19 post [1] 271/18 239/21 post-merger [1] 271/18 problems [1] 257/1 proceed [1] 200/12 posture [2] 219/22 220/2 proceedings [4] 196/7 202/1 278/12 279/4 potential [2] 252/2 270/8 processing [2] 243/10 243/16 power [1] 273/2 produced [1] 196/7 practical [1] 214/5 pre [14] 210/5 212/20 product [1] 249/9 243/19 243/19 244/11 Products [1] 193/22 244/16 245/13 246/13 professionals [1] 246/14 248/18 248/19 237/8 249/2 249/10 250/23 professor [10] 205/2 228/23 229/5 250/18 pre-approved [1] 251/6 255/25 258/2 212/20 pre-merger [13] 210/5 258/12 258/18 274/22 243/19 243/19 244/11 profit [1] 268/22 244/16 245/13 246/13 profitability [2] 268/7 246/14 248/18 248/19 268/12 249/2 249/10 250/23 profitable [4] 259/19 260/4 260/17 267/21 precedent [3] 266/10 266/17 268/10 profits [4] 259/22 268/15 268/17 268/22 preferred [1] 231/20 premerger [2] 248/21 program [5] 205/3 234/4 246/11 246/12 250/15 276/25 premium [2] 276/17 276/22 projected [3] 276/20 276/23 278/5 premiums [1] 276/20 proposal [2] 207/25 present [2] 273/5 263/11 277/4 presentation [2] 233/9 propose [2] 202/18 231/10 258/10 presented [1] 201/25 proposed [6] 202/9 205/10 206/12 207/13 president [3] 201/7 207/23 220/6 201/8 201/9 proposing [1] 231/1 presiding [1] 198/4 prospect [1] 269/8 press [4] 226/24 228/24 229/1 276/19 protecting [1] 209/7 pretty [3] 211/2 220/2 provided [2] 208/6 209/11 242/25 providing [5] 218/18 price [27] 201/17 204/14 232/13 232/16 218/19 248/2 251/23 232/19 232/21 232/23 271/10 234/20 239/19 252/23 provision [1] 228/19 255/18 256/4 256/5 public [7] 200/4 205/2 205/3 229/6 229/7 256/7 256/9 256/19 264/21 269/25 256/23 256/24 257/1 257/23 257/25 270/3 publicly [2] 207/10 258/13 271/2 272/18 272/18 276/4 276/7 purchase [6] 256/4 256/4 256/7 256/8 prices [4] 231/23 256/19 257/25 purpose [2] 210/2 210/4 put [8] 222/22 260/7 263/10 263/20 267/24 268/25 269/1 274/3 puts [2] 273/21 276/19 putting [1] 209/19 221/15 reasonably [1] 206/13 recall [4] 228/23 243/2 254/24 263/16 recapture [1] 268/17 received [1] 207/22 recent [3] 210/13 256/17 263/5 recess [2] 245/9 Q 278/10 question [14] 213/14 recognize [1] 275/1 215/11 215/15 217/8 recognized [2] 249/1 223/13 231/7 236/10 277/13 255/17 258/17 258/19 recommendation [1] 260/4 266/24 269/16 202/24 275/25 reconvene [1] 277/25 questions [4] 206/25 record [4] 198/11 229/8 268/8 277/19 203/20 259/11 279/3 Quillen [2] 195/2 recorded [1] 196/7 199/22 records [2] 223/7 quote [1] 228/24 255/21 quotes [1] 264/23 RECROSS [1] 197/4 REDIRECT [1] 197/4 R refer [2] 209/18 259/12 R-x [1] 226/19 referring [3] 242/18 raise [2] 200/18 207/16 248/6 264/12 raised [1] 206/17 refers [5] 210/6 240/22 raises [1] 253/14 263/5 267/14 268/12 raising [1] 214/1 reflect [1] 212/7 range [4] 256/15 reform [1] 202/13 256/20 256/21 256/22 regard [1] 253/4 Rani [2] 194/15 199/16 regarding [1] 239/16 Rani Habash [1] regions [1] 213/20 199/16 Registered [1] 196/2 rani.habash [1] 194/18 regulatory [2] 201/14 rate [6] 253/15 254/8 201/25 256/1 267/9 267/10 rejected [1] 277/16 267/13 related [4] 206/25 rates [5] 253/11 254/2 239/7 257/20 270/20 254/5 255/20 255/22 relationship [4] 238/16 rather [1] 246/3 247/20 251/8 269/15 re [9] 220/1 220/19 relationships [1] 246/5 246/8 246/19 252/14 247/4 247/5 247/18 release [4] 226/24 248/11 228/24 229/1 276/20 re-negotiated [2] 220/1 relies [2] 274/18 220/19 275/12 re-seller [4] 246/5 rely [1] 275/9 246/8 247/4 247/5 remedies [4] 202/15 re-selling [3] 246/19 210/10 210/12 210/18 247/18 248/11 remedy [8] 202/22 reached [1] 207/12 202/23 210/3 210/4 read [6] 205/19 207/7 212/19 213/2 214/1 207/8 207/10 229/1 256/6 275/17 remember [2] 209/14 readily [3] 270/3 270/9 224/4 270/10 remembering [1] ready [1] 200/12 273/20 real [3] 230/24 267/8 renew [1] 219/16 276/13 renewable [1] 219/2 real-world [1] 267/8 renewed [2] 220/1 reality [4] 214/5 221/22 220/18 226/4 226/5 report [4] 210/13 really [7] 221/19 210/19 211/23 212/8 225/16 234/7 244/8 reporter [5] 196/2 268/25 271/11 276/17 196/2 196/3 196/3 Realtime [1] 196/3 244/24 reason [2] 218/11 request [1] 263/10 290 rise [4] 198/2 245/8 245/10 278/11 required [1] 214/1 risk [4] 252/16 260/7 research [3] 200/5 260/24 269/1 204/22 276/9 rival [1] 267/2 resolve [3] 202/19 rivera [2] 193/14 202/23 237/12 193/19 resolved [2] 206/13 RMR [2] 279/2 279/8 224/16 room [2] 196/5 271/7 resolves [1] 207/14 roughly [8] 216/12 respect [2] 212/12 216/20 216/21 216/22 218/5 216/24 217/22 239/1 responsibility [2] 245/2 240/9 240/9 running [1] 277/2 responsible [1] 202/21 219/11 262/18 runs [3] restaurant [2] 230/13 276/25 234/16 rural [1] 271/11 restore [1] 210/5 Rx [1] 227/4 result [5] 221/12 231/21 234/23 270/6 S 275/22 sabotage [2] 250/24 retained [6] 201/13 261/15 201/15 204/1 204/8 said [4] 209/14 213/21 204/16 206/6 236/14 265/22 retention [8] 253/11 sale [1] 256/15 253/15 254/2 254/4 sales [3] 211/1 256/10 254/8 255/20 255/22 259/23 256/1 same [13] 215/20 return [4] 231/22 220/16 220/17 221/10 232/19 245/3 259/25 225/3 230/6 233/12 revenue [6] 258/23 233/21 238/12 240/18 260/19 260/19 260/20 252/7 252/10 268/20 261/5 261/7 save [1] 198/4 revenues [5] 258/24 savings [3] 269/9 259/1 259/3 260/6 269/12 272/10 269/1 saw [1] 227/21 review [6] 202/8 say [26] 217/6 222/10 207/11 207/19 228/2 226/16 229/14 230/16 228/4 228/6 230/20 230/21 230/25 reviewed [10] 202/10 231/19 231/19 231/21 207/7 228/6 238/17 232/17 233/23 236/9 245/16 245/19 248/24 237/7 237/7 242/8 249/24 255/21 257/24 244/2 246/11 247/18 RFP [3] 263/10 264/1 247/22 257/9 262/9 265/10 266/21 266/23 275/4 RICHARD [2] 193/10 saying [6] 215/6 198/4 220/14 233/2 244/5 right [61] 200/11 260/15 276/20 200/18 203/18 206/8 says [5] 203/10 233/25 209/15 209/23 211/6 233/25 261/25 274/1 211/10 211/14 213/15 scenes [1] 257/12 214/13 214/13 216/1 school [4] 201/4 216/12 216/20 216/21 204/21 205/2 205/3 216/22 216/24 217/11 Scott [2] 193/13 217/12 218/2 218/16 198/16 219/17 219/18 221/15 Scott Fitzgerald [1] 223/11 223/12 225/14 198/16 226/13 227/18 229/6 scott.fitzgerald [1] 229/19 233/16 233/20 193/18 234/5 234/6 237/1 screen [1] 209/19 238/2 239/17 240/10 Scripts [8] 205/10 241/24 242/9 242/18 223/5 224/15 225/7 247/8 247/11 247/12 225/10 226/25 255/12 252/1 252/21 258/15 265/24 260/23 261/13 261/17 Sean [1] 195/20 262/16 264/14 264/22 seated [2] 198/6 265/8 269/19 270/18 245/11 277/25 278/3 278/8 SEC [1] 264/15 ringing [1] 236/7 R second [16] 206/16 207/15 217/12 222/21 228/18 245/3 254/15 256/23 266/19 267/6 267/25 270/24 272/17 273/15 275/11 276/21 Section [1] 193/22 see [28] 207/17 208/11 211/13 213/25 221/11 222/2 223/7 226/1 227/14 235/9 244/8 244/21 245/16 245/20 252/3 252/4 252/4 256/15 263/7 263/16 264/17 264/20 265/7 269/13 270/5 270/11 272/12 276/14 seeing [1] 227/21 seeking [1] 234/3 seen [10] 205/19 225/23 250/23 251/2 251/16 251/19 266/4 266/7 267/8 268/3 sell [1] 230/7 seller [4] 246/5 246/8 247/4 247/5 sellers [1] 275/6 selling [5] 244/4 246/19 247/18 248/11 249/20 sells [1] 248/10 semester [1] 205/1 send [1] 222/23 sending [2] 264/1 265/10 SENIOR [1] 193/10 sense [5] 237/4 246/17 261/20 261/21 263/22 serious [1] 275/6 service [8] 205/2 215/17 222/23 239/12 239/15 242/10 262/25 268/21 services [29] 201/17 205/11 208/13 208/20 218/18 218/19 219/17 226/23 227/13 227/17 228/15 228/19 244/14 246/5 246/8 246/16 247/5 247/7 247/11 247/14 247/22 248/1 248/12 249/12 251/23 252/10 264/2 266/5 270/15 serving [1] 241/20 session [3] 193/8 198/4 245/11 set [3] 209/12 209/22 209/23 sets [1] 233/9 setting [1] 268/10 settlement [1] 202/19 setup [1] 214/19 seven [1] 201/9 several [3] 228/21 250/19 268/8 she [2] 237/3 262/4 She's [1] 262/2 sheet [1] 212/22 Shield [1] 226/12 shipped [1] 240/15 short [1] 277/2 shot [1] 208/21 should [10] 214/16 214/17 235/13 236/9 239/16 259/20 276/5 276/10 277/16 278/7 show [7] 209/16 209/18 223/15 245/23 250/22 251/9 265/16 showing [3] 225/25 251/17 255/21 shown [2] 264/10 273/3 shows [3] 227/6 238/19 251/6 side [11] 204/6 212/18 221/14 230/11 232/3 235/19 260/8 268/17 268/23 269/21 269/22 signals [1] 257/1 significance [2] 256/6 259/15 significant [3] 254/6 259/17 275/22 SilverScript [22] 241/9 250/12 250/12 250/15 250/25 251/4 251/14 251/18 252/9 254/19 255/12 258/20 258/24 259/3 260/2 260/6 260/7 260/12 261/16 268/1 268/4 268/23 similar [1] 209/1 simple [1] 208/20 simulation [1] 274/24 since [5] 218/19 225/2 226/8 252/20 264/9 sir [2] 200/16 216/4 sister [1] 237/20 sit [1] 206/20 situation [2] 231/8 251/23 skeptically [1] 209/4 slide [1] 244/14 slots [1] 201/18 small [4] 209/12 225/16 248/10 260/9 smart [2] 238/1 262/2 so [157] so it's [4] 211/2 240/12 243/14 247/19 So they'll [1] 239/14 So this is [1] 265/16 so-called [2] 223/19 225/20 society [1] 271/13 sold [2] 212/14 212/17 solution [2] 227/1 227/19 some [18] 209/9 211/17 215/7 215/8 217/4 223/21 223/25 228/10 229/8 238/24 238/25 242/20 244/13 263/5 266/21 276/1 276/9 276/10 somehow [2] 215/13 257/2 someone [1] 219/17 something [5] 222/11 242/6 243/5 243/6 269/25 sometime [1] 263/20 sometimes [1] 275/17 Sood [19] 228/23 229/5 250/18 251/6 252/12 252/22 253/14 254/9 254/10 255/25 256/3 258/2 258/12 258/18 272/9 272/23 274/18 276/3 276/16 Sood's [1] 253/10 Sorry [1] 257/21 sort [1] 251/19 sound [1] 212/22 source [2] 228/12 228/13 space [2] 245/17 245/21 speak [2] 214/3 263/21 speaking [1] 265/1 special [1] 275/2 specialize [1] 201/23 specific [2] 231/7 234/8 specification [1] 275/21 speculating [1] 253/15 spending [1] 264/12 spite [1] 261/24 spmcconnell [1] 195/24 Spring [1] 194/8 St [1] 194/12 staff [5] 202/3 202/7 202/7 202/21 215/1 stand [1] 278/10 standalone [1] 248/15 standard [1] 271/25 Stanford [1] 201/3 start [5] 215/6 227/20 238/22 252/18 273/14 starting [2] 273/11 273/12 state [10] 194/2 194/6 198/10 199/2 199/6 222/3 224/1 229/17 232/1 237/7 statement [1] 225/6 states [18] 193/1 193/3 193/10 193/13 198/2 198/5 198/8 198/13 198/17 198/21 198/24 199/3 199/7 200/4 222/3 222/4 222/8 254/16 statistics [1] 216/19 stay [1] 225/16 stayed [1] 225/3 stenography [1] 196/7 step [6] 217/11 217/12 221/17 227/11 241/11 245/7 291 215/10 267/16 268/14 269/10 still [4] 252/9 252/9 T-Time Warner [1] 256/24 275/23 221/24 straight [1] 276/21 tab [10] 210/6 212/7 strategy [6] 259/21 228/9 228/12 228/13 260/4 260/25 261/15 238/5 249/14 263/5 267/21 268/13 264/10 266/8 Street [9] 193/15 table [2] 228/9 266/8 193/23 194/8 194/17 244/23 263/13 take [3] 195/3 195/21 265/1 276/3 265/4 265/5 takeaways [1] 212/8 strength [1] 260/7 takes [1] 269/11 strong [1] 256/24 taking [1] 274/9 stronger [2] 234/22 talked [2] 246/17 235/1 252/12 structure [1] 274/9 talking [5] 203/15 studied [6] 210/9 239/16 239/25 242/16 210/12 211/22 254/17 271/15 257/24 270/11 talks [1] 266/19 studies [2] 210/16 Tallahassee [1] 194/3 210/24 204/24 taught [1] study [5] 210/7 210/15 teaching [1] 205/4 210/23 211/6 211/12 telephone [1] 236/7 subcommittee [3] tell [6] 201/10 242/20 205/16 206/2 271/1 244/6 253/7 253/9 subject [2] 203/21 276/14 220/18 telling [2] 244/4 264/20 submissions [1] 207/8 274/9 tells [1] submitted [1] 207/9 201/20 201/20 ten [5] subscriber [2] 232/10 245/2 263/14 274/1 240/14 ten-year [1] 274/1 subscribers [4] 219/23 term [3] 246/4 251/8 266/25 267/2 267/17 266/20 subtle [2] 217/3 217/5 terms [7] 213/13 successful [11] 210/20 213/13 214/3 229/9 210/21 211/16 212/5 233/5 240/25 241/1 212/13 212/16 212/19 test [1] 222/15 212/25 252/5 255/11 testified [9] 200/21 277/4 203/2 203/4 203/6 such [1] 249/21 203/23 204/5 204/9 suggested [1] 256/4 205/12 272/24 suggesting [1] 252/24 testify [3] 205/16 suitable [1] 238/15 209/16 209/20 Suite [6] 193/16 193/23 testifying [1] 203/1 194/9 195/4 195/16 testimony [5] 205/19 195/21 205/25 206/20 224/3 sum [1] 259/11 273/8 summarize [3] 238/20 than [13] 217/22 268/9 269/5 220/24 223/19 232/16 summarizing [1] 239/24 246/3 259/3 228/10 259/13 259/14 261/7 supply [3] 228/15 275/15 276/6 276/21 270/23 272/16 Thank [6] 203/19 support [1] 260/8 205/21 245/6 255/9 supporting [1] 256/1 277/23 277/24 sure [9] 209/25 214/21 Thank you [6] 203/19 223/17 235/13 254/18 205/21 245/6 255/9 266/18 269/7 272/25 277/23 277/24 274/9 Thanks [1] 219/13 switch [2] 252/17 that [342] 266/6 that's [81] 201/18 switching [1] 267/22 205/2 208/21 211/14 SWORN [1] 200/21 212/16 215/14 216/20 system [2] 271/7 271/9 217/10 218/2 218/8 219/18 219/22 220/2 T 220/5 221/7 221/11 T's [1] 267/18 222/19 223/2 224/10 T-Time [5] 214/15 S 224/11 226/3 226/4 228/7 228/16 229/19 230/2 230/19 231/13 231/17 232/15 232/16 232/21 233/12 235/10 235/11 236/8 237/12 238/18 241/14 241/25 242/18 243/6 243/12 243/17 243/20 244/6 246/17 247/1 247/12 247/16 249/20 250/12 258/15 258/25 259/5 260/9 260/23 261/22 263/11 264/8 264/10 264/14 264/22 265/25 267/6 268/1 268/24 270/17 270/20 270/21 271/8 271/12 271/21 272/11 273/11 273/11 274/8 274/11 275/12 275/14 276/11 their [28] 201/13 204/16 210/24 222/22 224/25 226/15 227/1 227/13 227/19 230/3 230/4 231/10 232/24 234/14 234/18 235/9 235/14 237/22 239/13 239/18 241/21 241/21 242/23 242/25 244/1 244/15 244/18 265/10 them [24] 205/5 208/7 209/4 209/18 209/18 210/17 213/18 219/21 222/4 222/4 223/21 225/12 226/1 227/20 247/8 247/9 247/13 253/3 253/7 253/9 257/15 257/16 267/17 278/8 then [15] 212/18 213/11 214/19 217/12 229/22 232/12 234/17 238/1 240/3 252/14 268/15 272/17 273/25 275/15 275/21 theories [2] 249/18 249/20 theory [4] 249/15 250/2 250/4 259/20 Therapeutics [2] 223/6 223/22 there [68] 201/22 202/18 203/25 205/1 207/24 208/18 211/5 211/21 213/20 214/7 215/3 215/6 222/19 223/18 223/20 224/24 225/9 225/9 225/11 226/7 226/8 226/9 227/3 228/14 229/8 230/15 231/4 231/13 231/14 237/11 237/14 238/23 240/25 241/1 242/8 244/11 247/23 249/9 252/3 252/9 254/8 255/11 255/11 255/14 256/19 256/20 262/2 265/5 265/16 266/7 266/21 268/14 269/19 269/20 269/21 270/16 270/18 271/6 273/14 274/20 275/5 275/19 275/24 276/8 276/9 276/9 276/10 276/17 there's [20] 213/22 221/15 230/20 231/17 235/22 238/24 238/25 243/11 252/16 254/11 255/4 255/18 256/20 269/8 269/20 273/4 273/5 275/23 275/24 276/1 these [10] 207/3 208/21 211/17 219/3 220/25 223/25 227/12 229/5 252/14 265/25 they [133] they'll [11] 215/2 222/23 223/4 223/5 223/5 223/6 233/15 239/10 239/14 240/4 263/20 they're [31] 220/9 221/6 221/7 222/25 230/7 230/8 232/2 232/3 232/4 232/8 232/22 243/18 243/19 243/21 244/2 247/7 247/8 247/8 247/18 247/21 248/1 248/4 248/11 252/18 252/20 264/5 264/20 267/15 270/3 270/4 270/9 they've [6] 212/22 217/16 225/22 236/16 263/23 264/21 thick [1] 228/10 thing [12] 215/20 221/10 230/6 233/12 233/21 236/8 236/9 239/25 242/3 265/22 268/20 270/24 things [11] 208/18 237/23 238/24 238/25 239/10 243/8 256/20 259/22 270/13 274/20 276/8 think [47] 212/9 212/9 212/10 213/17 214/21 214/23 214/24 214/25 215/2 215/2 220/5 221/16 221/18 222/7 227/3 227/12 230/1 235/2 235/3 235/4 235/15 235/16 236/3 236/14 238/20 238/21 243/5 243/6 244/25 247/1 249/1 253/5 254/8 254/14 256/8 260/19 261/20 261/21 263/17 264/8 271/11 272/17 275/10 275/23 276/4 276/16 278/4 thinking [1] 260/3 third [7] 206/19 206/24 207/17 216/11 216/23 254/15 276/1 this [87] 198/5 201/12 202/1 203/6 203/10 203/10 203/12 203/23 204/6 206/3 206/4 206/10 206/14 211/6 211/12 212/4 214/5 214/8 214/16 214/16 214/20 215/15 215/19 218/3 218/3 218/11 218/24 221/12 223/7 226/11 227/1 227/2 227/11 227/11 227/14 231/16 231/20 236/19 236/24 237/16 237/21 237/24 238/18 238/20 238/23 240/22 242/2 244/8 244/14 244/20 244/24 245/10 246/13 249/24 250/4 250/7 251/7 251/20 252/13 253/16 257/3 257/23 260/2 260/10 260/18 262/6 263/20 264/10 264/15 265/13 265/14 265/16 265/18 265/23 265/23 266/10 266/19 267/14 268/9 268/19 269/3 270/1 270/6 270/24 271/4 273/1 277/13 Thomas [1] 204/2 Thomas Hogan [1] 204/2 those [25] 207/23 208/3 208/9 210/18 212/23 215/1 215/12 216/19 218/22 221/3 229/3 229/24 234/23 235/1 240/19 247/13 252/18 252/19 252/25 253/1 261/15 264/25 268/1 270/7 276/8 though [3] 217/15 239/1 273/19 thought [6] 213/2 213/24 214/15 239/24 255/15 260/10 thousands [3] 239/1 239/3 239/4 threat [1] 265/14 three [14] 206/4 206/10 216/15 216/17 219/5 223/19 224/12 225/10 225/12 225/20 228/7 254/23 274/8 274/19 three-year [1] 219/5 through [13] 202/25 219/11 229/3 237/22 237/23 254/21 262/18 263/1 263/10 265/13 269/18 269/20 271/7 till [2] 245/2 278/10 time [21] 205/25 211/5 211/18 214/15 215/10 221/24 223/4 224/19 292 T time... [13] 225/2 225/9 229/2 236/25 252/15 262/1 263/13 263/14 267/16 268/14 269/10 275/8 277/2 times [3] 203/5 204/11 228/21 titled [1] 279/4 today [3] 249/1 265/12 275/15 told [3] 226/24 265/4 265/5 too [10] 213/24 233/12 239/20 256/5 256/9 257/23 264/7 269/11 271/6 276/12 took [3] 207/23 211/18 239/21 top [3] 223/19 224/11 254/23 topic [1] 205/16 Torchmark [3] 253/19 253/21 253/22 Total [2] 261/7 261/11 Trade [3] 202/3 204/15 208/25 tradeoff [5] 231/16 231/17 232/21 261/22 268/12 traffic [1] 201/17 transaction [17] 203/25 205/9 205/17 207/15 215/16 215/19 218/11 218/24 220/6 220/15 221/9 221/10 221/12 224/21 235/16 235/21 254/1 transactions [4] 202/10 254/2 257/24 257/25 transcript [3] 193/9 196/7 279/3 transcription [1] 196/7 transferred [1] 252/7 Translate [1] 214/4 tremendously [1] 225/22 trial [4] 203/2 203/4 204/5 204/10 trickle [1] 271/20 tried [1] 250/24 true [1] 231/13 trying [7] 218/9 218/9 230/2 232/2 232/17 248/13 257/15 turn [1] 239/22 two [11] 212/9 219/5 228/14 235/1 237/23 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256/8 225/11 225/12 225/15 257/10 260/5 262/2 225/17 227/19 228/21 263/22 265/14 270/12 231/8 236/20 238/10 271/16 272/13 272/23 238/15 247/6 248/6 273/10 248/13 248/13 252/3 WellCare [48] 206/14 252/10 256/19 257/12 227/7 228/19 229/12 257/23 260/20 265/19 238/8 238/11 238/12 265/21 269/9 272/3 238/14 240/18 240/19 272/5 274/7 274/7 241/6 251/10 251/13 275/8 275/15 251/17 252/7 252/10 Washington [9] 193/5 252/17 252/23 253/1 193/16 193/24 194/7 254/12 254/14 256/12 194/13 194/17 195/16 256/24 256/24 257/3 195/22 196/5 259/1 259/2 260/5 260/8 260/13 262/7 wasn't [1] 225/24 262/12 262/17 262/20 wave [1] 202/13 way [17] 208/11 208/24 263/6 263/9 264/6 214/14 214/24 214/25 264/8 264/12 264/15 215/1 227/14 230/1 264/23 265/1 265/4 237/15 238/1 238/21 265/6 265/9 266/5 240/18 241/9 253/17 267/24 277/9 260/10 268/25 271/8 WellCare's [2] 263/3 263/7 ways [3] 212/9 214/7 227/13 went [2] 225/25 274/1 wc.com [1] 194/14 were [32] 202/5 202/10 we [49] 200/13 200/15 202/18 205/24 206/17 201/16 201/18 201/20 207/24 208/2 208/7 202/8 209/2 209/3 208/12 211/15 211/17 209/4 209/7 222/2 211/18 212/14 213/20 225/19 226/1 227/11 215/13 217/15 221/9 227/14 227/21 229/22 224/24 225/9 225/11 231/22 237/11 239/15 229/8 239/15 240/14 244/2 244/5 244/8 257/14 265/18 266/23 244/21 244/21 244/23 267/17 267/24 267/25 245/3 246/17 250/12 268/14 268/20 276/21 250/18 251/22 252/3 weren't [1] 257/14 252/4 257/13 264/4 what [99] 264/5 264/23 267/4 what's [9] 226/4 268/24 269/10 274/6 226/16 231/24 237/13 274/8 274/11 276/3 253/20 260/24 267/12 276/10 276/14 276/15 269/5 269/6 276/17 278/7 whatever [5] 232/2 233/24 233/25 239/20 we'll [6] 245/1 245/2 245/2 277/25 277/25 256/24 278/10 WHATLEY [2] 195/3 199/22 we're [4] 209/19 227/21 231/1 277/2 Whatley Kallas [1] 199/22 we've [3] 201/15 225/23 266/13 whatleykallas.com [1] 195/5 weigh [4] 259/21 259/22 268/18 268/20 when [40] 202/5 Welcome [14] 198/14 202/15 203/9 204/12 198/18 198/22 198/25 205/10 206/1 208/25 199/4 199/8 199/11 214/23 218/21 219/22 199/14 199/17 199/20 220/3 220/4 220/5 293 W when... [27] 221/2 222/10 223/2 231/18 231/25 235/4 235/17 240/13 242/7 245/3 246/9 247/17 248/10 252/16 253/16 254/7 256/14 256/17 259/20 259/25 262/6 265/15 270/1 273/10 273/19 273/20 273/25 where [29] 202/18 205/1 213/21 214/3 214/15 220/5 221/7 223/2 225/25 226/1 227/15 230/16 231/8 231/14 232/16 233/23 243/20 249/9 251/23 251/24 264/5 264/25 267/14 270/5 270/11 271/4 272/12 273/4 275/21 Where's [1] 270/8 whether [19] 202/22 206/12 215/3 215/11 215/16 217/9 217/12 222/15 238/14 245/23 248/14 259/20 260/4 269/11 269/16 269/25 270/1 270/3 270/4 which [22] 216/15 218/1 218/2 221/16 221/25 222/6 224/24 225/12 226/11 232/9 244/9 246/17 252/23 261/1 262/9 262/9 265/21 267/5 268/25 275/4 276/6 276/24 while [1] 204/15 who [15] 201/23 208/12 222/20 224/9 229/9 233/8 233/8 239/21 240/15 245/16 245/20 248/8 255/12 271/6 276/23 who's [2] 206/5 278/1 whole [2] 254/21 257/4 wholesalers [2] 242/9 242/17 whose [2] 237/14 243/23 why [12] 213/1 213/13 215/21 218/8 221/11 221/15 224/24 238/7 239/23 244/23 247/1 247/16 wide [1] 256/20 wife [1] 261/25 will [24] 201/16 214/25 217/9 222/22 222/25 225/7 231/21 232/13 233/13 233/14 234/3 234/4 234/22 238/14 238/24 238/25 239/14 243/9 246/16 256/14 273/19 274/13 275/17 276/13 William [4] 196/2 279/2 279/7 279/8 wrote [1] 210/18 WILLIAMS [2] 194/12 Wu [48] 200/15 200/20 200/24 201/2 201/6 199/10 202/2 202/15 202/25 willing [1] 232/22 204/5 204/18 205/12 win [1] 245/20 205/24 206/3 207/3 win-loss [1] 245/20 207/12 208/3 210/2 winners [1] 209/6 210/9 212/4 219/7 wins [1] 223/3 222/15 224/3 224/14 within [3] 256/15 227/24 228/12 229/8 256/21 256/22 236/3 236/12 237/6 without [2] 221/20 238/5 240/22 245/13 222/1 247/4 248/14 249/1 witness [6] 197/2 200/14 200/19 200/20 249/17 249/24 255/6 258/17 261/4 262/6 209/24 278/1 263/3 263/7 264/15 witnesses [2] 197/4 266/13 269/2 271/24 278/4 won [2] 222/21 265/15 277/2 won't [2] 219/25 235/1 word [3] 233/14 242/13 Y yahoo.com [1] 195/13 242/14 work [4] 201/12 204/21 yeah [24] 208/8 211/25 213/12 214/18 214/22 239/11 248/8 216/24 217/7 220/23 worked [10] 202/7 202/16 204/18 204/24 222/12 223/25 231/13 240/1 240/1 243/2 205/6 205/9 211/13 211/14 211/14 224/14 247/16 247/19 247/19 247/25 254/20 255/14 working [3] 236/24 259/9 263/22 271/22 244/24 275/12 works [2] 214/5 222/22 272/20 world [6] 230/9 233/1 year [28] 203/24 205/15 219/5 219/5 244/2 267/8 274/7 219/10 219/12 219/15 276/14 220/25 221/6 226/11 worse [1] 238/13 227/2 227/3 252/13 worth [1] 273/18 252/15 252/15 262/12 would [75] 200/24 262/13 263/14 263/18 202/8 202/21 202/23 263/20 265/23 270/25 206/14 207/5 209/2 274/1 275/2 275/2 209/3 209/4 209/21 212/23 214/19 217/15 275/8 276/19 276/21 years [6] 201/9 219/4 230/12 233/10 234/1 221/4 228/17 250/19 236/5 236/12 236/21 273/3 237/2 237/7 238/5 Yep [1] 225/21 239/6 239/20 239/22 yes [98] 239/24 240/7 240/7 yesterday [10] 206/18 240/9 242/21 243/16 246/20 246/25 252/20 206/21 209/12 209/14 224/3 228/23 229/8 252/25 253/1 253/2 254/10 259/23 259/24 236/4 258/18 272/25 yet [1] 257/16 260/3 260/7 261/23 York [1] 222/13 263/22 263/23 265/5 265/11 265/13 265/14 you [176] You'd [1] 211/5 266/16 266/24 267/4 you'll [2] 223/6 240/14 267/6 267/10 267/18 you're [11] 218/8 218/8 267/18 267/23 268/1 221/17 226/1 239/25 268/4 268/9 268/15 268/20 268/21 268/25 242/5 242/16 242/18 260/15 261/15 277/22 268/25 269/5 269/10 270/24 271/13 271/20 you've [8] 203/12 229/1 236/24 248/24 272/17 273/1 273/5 254/20 255/16 255/20 274/20 275/9 270/11 wouldn't [4] 217/14 your [70] 198/10 237/3 246/23 260/11 write [2] 202/24 275/21 198/12 198/15 198/19 198/23 199/1 199/5 writing [2] 235/9 199/9 199/12 199/15 235/12 wrong [3] 218/4 218/6 199/18 199/21 199/25 200/3 200/7 200/13 269/24 200/14 200/15 200/18 200/25 201/6 202/2 202/25 203/14 203/24 204/23 205/6 206/3 207/11 209/11 209/11 209/22 210/6 213/1 213/3 213/14 218/5 219/13 223/15 228/2 228/9 228/20 230/17 231/24 236/10 237/10 237/17 245/3 246/23 246/23 247/4 249/14 249/17 251/17 254/21 255/15 261/23 261/24 262/11 263/5 266/8 266/14 270/23 273/9 274/21 277/19 277/23 278/1 278/1 278/4 Your Honor [27] 198/12 198/15 198/19 198/23 199/1 199/5 199/9 199/12 199/15 199/18 199/21 199/25 200/3 200/7 200/13 200/15 209/11 209/22 210/6 218/5 228/9 237/10 249/14 263/5 266/8 277/19 277/23 yourself [2] 200/24 220/17 Z Zaremba [4] 196/2 279/2 279/7 279/8 zero [2] 272/6 272/11