294 1 2 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 3 4 UNITED STATES OF AMERICA, et al., 5 Plaintiffs, 6 v. 7 8 9 CVS HEALTH CORPORATION, et al., Defendants. ___________________________ ) ) ) ) ) ) ) ) ) ) ) Civil No. 18-2340 Washington, D.C. June 5, 2019 Day 2 Afternoon Session 10 11 12 TRANSCRIPT OF MOTIONS HEARING BEFORE THE HONORABLE RICHARD J. LEON UNITED STATES DISTRICT JUDGE 13 APPEARANCES: 14 For the United States: Jay David Owen Peter Joseph Mucchetti Scott Ivan Fitzgerald Jesus Manuel Alvarado-Rivera U.S. DEPARTMENT OF JUSTICE Antitrust Division 450 Fifth Street, NW Washington, DC 20530 For State of California: Malinda Lee OFFICE OF THE ATTORNEY GENERAL/CA 300 South Spring Street Suite 1720 Los Angeles, CA 90013 For State of Florida: Lizabeth A. Brady OFFICE OF ATTORNEY GENERAL/FL PL-01, The Capitol Tallahassee, FL 32399-1050 15 16 17 18 19 20 21 22 23 24 25 (Appearances continued on next page) PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 295 1 2 APPEARANCES (CONTINUED) 3 For CVS: Rani A. Habash Michael G. Cowie Michael H. McGinley DECHERT LLP 1900 K Street NW Washington, DC 20006 -andJonathan Bradley Pitt WILLIAMS & CONNOLLY LLP 725 12th St. NW Washington, DC 20005 For American Medical Association: Henry C. Quillen WHATLEY KALLAS LLP 159 Middle Street Suite 2C Portsmouth, NH 03801 -andHenry S. Allen, Jr. AMERICAN MEDICAL ASSOCIATION 330 N. Wabash Chicago, IL 60611 For AIDS Healthcare Foundation: Sean P. McConnell Christopher H. Casey DUANE MORRIS LLP 30 South 17th St. Philadelphia, PA 19103-4196 For Consumer Action: Andre P. Barlow DOYLE, BARLOW & MAZARD PLLC 1110 Vermont Avenue, NW Suite 715 Washington, DC 20005 -andDavid Alan Balto LAW OFFICE OF DAVID A. BALTO 8030 Ellingson Drive Chevy Chase, MD 20815 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 Court Reporter 24 25 PATRICIA A. KANESHIRO-MILLER, RMR, CRR U.S. Courthouse, Room 4700A 333 Constitution Avenue, NW Washington, DC 20001 (202) 354-3243 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 296 1 E X A M I N A T I O N S 2 3 WITNESS DIRECT 4 5 ALAN LOTVIN 297 6 TERRI SWANSON 336 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 CROSS REDIRECT RECROSS 297 1 AFTERNOON SESSION 2 (2:58 p.m.) 3 THE COURT: Are you ready to call your next witness? 4 MR. PITT: 5 We call Dr. Alan Lotvin. 6 THE COURT: Yes, Your Honor. All right. 7 ALAN LOTVIN, 8 9 having been duly sworn, was examined and testified as follows: 10 DIRECT EXAMINATION 11 12 BY MR. PITT: Q. 13 Good afternoon, Dr. Lotvin. Could you please state your full name for the record. 14 A. Alan Lotvin. 15 Q. And what position do you hold with CVS Health? 16 A. I am the Executive Vice President and Chief 17 Transformation Officer. 18 Q. What does that job entail? 19 A. So my role really is to take the assets capabilities 20 and talents of both organizations and combine them in ways to 21 increase access to high quality, low cost care, and reduce 22 overall healthcare costs in the system. 23 Q. 24 and Aetna were considering a merger? 25 A. Is that a job that existed prior to the time when CVS It did not. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 298 1 Q. Do you have experience in other areas of healthcare? 2 A. Yes. 3 for several years in the New York City area. 4 20 years in the pharmacy benefit management industry, 5 specifically within specialty pharmacy. 6 and a half in medical education, and a couple of small 7 start-ups in between. 8 Q. 9 you a member of the American Medical Association? I was a practicing intervention cardiologist I spent roughly About a year, year Now, when you were a practicing cardiologist, were 10 A. I was. 11 Q. And were you also on faculty? 12 A. I was. 13 Physicians and Surgeons at Columbia University. 14 Q. 15 educational background. 16 A. 17 Biochemistry from The State University of New York at Stony 18 Brook, and a Doctor of Medicine Degree from the State 19 University of New York Downstate Medical Center, and a 20 Master's in Medical Informatics from Columbia University. 21 Q. What is medical informatics? 22 A. Medical informatics is the application of data 23 science and information science in all of its myriad 24 manifestations to the medical domain. 25 Q. I was on the faculty at The College of Could you briefly provide the Court with your Sure. I have a Bachelor's in Science and Could you just give the Court an overview from your PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 299 1 perspective of the different players in the healthcare 2 industry. 3 A. 4 if you start with the patient, the first level of people who 5 would plan the system would be providers; so physicians, 6 pharmacists, hospitals, nurses, nurse practitioners. 7 one step beyond the providers and would get to sort of the 8 organizations that connect all the dots, so pharmacy benefit 9 managers and health insurers, who connect the providers with Sure. I will work from the patient kind of out. You go 10 the ultimate payers, which in our system is either the 11 government or the employers, in general. 12 Q. 13 a couple of times. 14 over the last couple of days. 15 from your perspective an understanding of what is a PBM. 16 A. 17 services: 18 So So you've mentioned PBMs or pharmacy benefit managers We've, obviously, heard a lot about that But can you give the Court So just at its most basic, the PBMs provide four main So, one, think about it as procurement of drugs. How 19 do I get the best price from the pharmaceutical manufacturer, 20 whether they're branded manufacturers or generic 21 manufacturers? 22 The second would be to construct pharmacy networks on 23 behalf of our customers. Again, as was discussed many times, 24 helping them understand that trade-off between ease of access 25 and convenience and price. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 300 1 The third would be clinical programs. So pharmacy 2 benefit managers employ programs for adherence to help people 3 stay on their meds. 4 review and, for certain lines of business, comprehensive 5 medication reviews for people on multiple drugs, so there is 6 a safety and quality perspective part. 7 They do things like drug utilization And then, there's, for want of a better term, the 8 plumbing. Making sure that when someone shows up in the 9 pharmacy, everyone in the system understands precisely what 10 the eligibility of that patient is, what the plan design is, 11 how much the out-of-pocket for the member is going to be. 12 it really enables complete transparency and prevents the 13 surprises that you see in many other areas of medicine where 14 people go and get a service done and have no idea what it is 15 going to cost until they get the bill. 16 Q. 17 control decisions like which pharmacies are in network, which 18 are preferred, what the co-pays are. 19 So Now, yesterday's witnesses testified that PBMs Based on your experience in the PBM business, is that 20 a correct statement of who makes those decisions? 21 A. 22 The pharmacy benefit manager basically acts on behalf of the 23 plan sponsor, whether it is a government payer, a private 24 payer in the employer business, or a fully insured health 25 plan. No. It's absolutely a hundred percent the opposite. And they have their own goals, needs, desires about PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 301 1 how they want to go to market. 2 designs that are in accordance with their beliefs and their 3 desires. 4 And they'll construct plan So we administer literally tens of thousands of 5 combinations of plan designs and formulary constructions and 6 network constructions in order to meet the needs of those 7 plan sponsors, which creates a tremendous amount of 8 administrative complexity just from the simple IT 9 perspective. It really takes a lot of work to meet the 10 customization needs of all of those different customers. 11 Q. 12 see CVS fitting in? 13 A. 14 One, we're a provider of care. 15 to patients every single day. 16 provide care in the MinuteClinics. 17 group of home infusion nurses, who literally go into the home 18 and provide therapies that need to be administered 19 intravenously, often for people with highly complex diseases 20 or who just came out of the hospitals. 21 So, in this kind of health ecosystem, where do you So CVS kind of plays throughout that infrastructure. Our pharmacists provide care Our nurse practitioners also And then we also have a So we're providers. Under both the CVS Caremark umbrella, we provide the 22 administrative services, that plumbing we talked about a 23 second ago. 24 the medical benefits side, so we are the intermediaries. 25 As a fully insured, meaning when Aetna owns the And also Aetna does the same sort of function on PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 302 1 medical risks, they're the payer for government programs like 2 MA, they're the payer. 3 we have a lot of patients, too. 4 Q. 5 a little bit more about, if I could. 6 Lastly, we have 300,000 employees, so You mentioned a few things that I would like to hear First, you have described pharmacists as being care 7 providers among other things. 8 care providers? 9 A. So, in several ways. In what way are pharmacists In their traditional role in 10 pharmacy, there's a safety role, ensuring that people know 11 how to take their drugs, take the drugs safely, are not on 12 drug regimens that are contradictory or duplicative. 13 also provide counseling around important things like 14 adherence and staying on your medications and overcoming 15 barriers that exist to that. 16 different barriers. 17 They Those can be all sorts of In many places, pharmacists -- the scope of practice 18 for pharmacists is expanding. So they can provide 19 immunizations. 20 prescriptive authority. 21 are things called collaborative practice agreements, where 22 pharmacists can work under the aegis of physicians to make 23 very specified decisions, so they can titrate blood pressure 24 medications against the target, they can titrate 25 lipid-lowering drugs against the target. In certain states, they can have a limited And what we're seeing more and more PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 303 1 Q. 2 we've heard a bit about. 3 MinuteClinics, what role do they play? 4 A. 5 exactly the phrase, MinuteClinic. 6 "You're sick, we're quick." 7 cough, cold, flu, just off hours. 8 acute care. 9 You also mentioned MinuteClinics, another topic that Great questions. From your perspective, what are the The MinuteClinic started out, was Their motto used to be And it was all about kind of We called it low-acuity What we found as we have worked in that environment, 10 about 50 percent of people who we see in the MinuteClinics 11 don't have a primary care doctor. 12 people a year to primary care doctors. 13 So we refer millions of What we also serve is a real need to create greater 14 access. Everybody knows about the physician shortage. So 15 over the past several years, culminating with some work we 16 recently announced in Houston, we have expanded the scope of 17 practice for MinuteClinic to cover roughly 80 percent of the 18 scope of practice that you would see in the typical primary 19 care office. 20 physician's assistants under the supervision of physicians. 21 So it is much like physicians offices use nurse 22 practitioners, we're using nurse practitioners to create more 23 access, more convenience, I think more certainty. 24 know exactly how long the wait time is. 25 how long the visit is going to be. They're staffed by nurse practitioners and People They know exactly They know exactly what it PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 304 1 is going to cost. So that combination of convenient access, 2 transparency of experience, and high-quality care has really 3 been kind of a real disruptive force in the industry. 4 Q. 5 witnesses -- that CVS participates in the PBM market. 6 that through CVS Caremark? 7 A. That's correct. 8 Q. This may seem like an obvious question, but is it 9 part of CVS's strategic plan to grow its PBM business? You also mentioned -- and we know from other And is 10 A. Absolutely. 11 Q. And how do you plan to do that? 12 A. The PBM business, it's an intensive competitive 13 business. 14 would tell you that the criteria for winning PBM business is 15 price first. 16 say first, second, and third. 17 you meet those two standards, then the real question of 18 differentiation and unique services and unique products comes 19 to fore. But first and foremost, you have to hit the price 20 standard. And by price standard, specifically unit price. 21 Q. 22 doing business with insurance plans that compete with Aetna? 23 A. 24 morning, of the business. 25 Q. And if you go and talk to the consultants, they And if they're being tongue in cheek, they'll Then service. And assuming Now, do CVS's plans for its PBM business include Yes. A very important part, as you heard this So can you explain in your own terms why does it make PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 305 1 sense for CVS Caremark, the PBM, to work with Aetna's 2 competitors given that now both the PBM CVS Caremark and 3 Aetna are part of the CVS corporate family? 4 A. 5 us is to grow the business. 6 the business in the PBM industry is by winning new clients. 7 The only way that we're going to win new clients is 8 continuing to provide extraordinarily high levels of service, 9 meet and exceed price expectations -- and "exceed" means So, across the entire organization, the mandate for And the way you've always grown 10 better discounts -- and then bring to market unique 11 capabilities. 12 we have the opportunity to very clearly work with every 13 health plan that currently works with us and others to 14 differentiate the Caremark services from our competitors in 15 the PBM space. 16 Q. 17 like to ask why is it that insurance companies that compete 18 with Aetna or SilverScript would choose to work with CVS 19 Caremark as their PBM? 20 A. 21 is actually a really good one. 22 Part D plan. 23 pre-merger -- part of our strategy was to grow out business 24 with other health plans who also provided Part D plans. 25 we would go out and we would help them in several areas. So, as we think about the post-merger world, So can we look at the flip side of that. I would So let me use SilverScript as an example because it So SilverScript is CVS's own As part of our strategy -- this is PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 And 306 1 One, the Part D program is a heavily regulated, 2 compliance-dependent program. 3 Two, we were really good at the general service part that we 4 talked about with the PBM. 5 we helped them drive up their star scores, which as a quality 6 metric is incredibly important. 7 We were really good at that. We had great prices. And three, What we found is that the Part D plans who used 8 Caremark or CVS Caremark as a PBM grew faster than the 9 market. So we were able to enable their growth while we were 10 still growing the SilverScript business. 11 channels of competition were growing very rapidly. In fact, 12 the plans who used us grew faster than the market. They met 13 their business needs as well. 14 15 So both lanes, both That is the sort of the analogy we're using with the Aetna book of business. We want to bring new products -- 16 THE COURT: 17 The Aetna book of business, that is PDP business. 18 THE WITNESS: 19 20 Hold on. I was going to switch from PDP to specially the Aetna health plan business. So we did the same thing with that. 21 customer of ours, as well -- 22 THE COURT: 23 THE WITNESS: 24 THE COURT: 25 Aetna was a PDP Right. -- pre-merger. But the way you had a competitor for their Aetna PDP business was with SilverScript; right? PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 307 1 THE WITNESS: SilverScript and several other health 2 plans used us as a -- several other health plans with PDP 3 plans used Caremark as their PBM. 4 THE COURT: 5 THE WITNESS: 6 THE COURT: 7 Let's not merge all that right now. You had your own business, SilverScript -- 8 THE WITNESS: 9 THE COURT: 10 Okay. Yes. -- that was competing directly with Aetna's PDP plan; right? 11 THE WITNESS: 12 THE COURT: That's correct. What business did you have of your own 13 that was competing with Aetna in non-PDP health insurance? 14 Any? 15 THE WITNESS: No. 16 THE COURT: 17 You don't compete with them in that arena? 18 THE WITNESS: 19 THE COURT: No. That's correct. So I'm concerned about how this all gets 20 merged together here. 21 minute ago blurs it altogether. 22 23 The question that he just asked a You're not competing, and haven't been competing, with Aetna except in the PDP arena with SilverScript. 24 THE WITNESS: 25 THE COURT: That's right. Let's keep that clear. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 308 1 MR. PITT: Certainly. 2 THE COURT: 3 MR. PITT: 4 THE WITNESS: You're merging it too much. Certainly. So, then, I will answer the second part 5 of the question, which was why would Aetna want another part 6 of CVS to work with Aetna's health insurance competitors. 7 separate from the PDP. 8 9 THE COURT: So Is that an okay question? Who do you have in mind for health insurance competitors? 10 THE WITNESS: 11 THE COURT: 12 THE WITNESS: Give me an example. WellCare would be an example. WellCare at the moment is -Molina, Centene, the Capitol District 13 Health Plan in New York, NVP, all the Blue Cross/Blue Shield 14 plans, Blue Cross/Blue Shield of Idaho, all of which would be 15 competitors of Aetna as health insurers. 16 17 THE COURT: You're continuing to offer them PBM services -- 18 THE WITNESS: Correct. 19 And we want to offer more of them more PBM services. 20 That's a core part of our growth strategy. 21 years ago we were very public that our core strategies for 22 growth in the PBM were Part D, health plans, and specialty 23 pharmacy. 24 THE COURT: 25 THE WITNESS: In fact, several What is the last one again? Specialty pharmacy, drugs that are PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 309 1 10,000 to a million dollars a year for people with generally 2 uncommon chronic conditions like multiple sclerosis, 3 hemophilia, etc. 4 THE COURT: Okay. 5 BY MR. PITT: Thank you. 6 Q. 7 as the benefits of the merger. 8 9 Why don't we move on to discuss some of what you see First, just to kind of get ourselves oriented, could you describe your role in the implementation of the merger. 10 A. 11 to close. 12 deep dive into the core -- the near term synergies, which 13 really fell into three big buckets, of which one was medical 14 cost savings. 15 that we were going to and have initiated to help lower 16 healthcare costs. 17 Yeah. So I took my role about six months or so prior And at that point we had already done a fairly And so we had a very specific set of programs What my group's role was, in the six months prior to 18 close, was to say, okay, we know what those are going to be. 19 So how do we look forward and say, over the longer term, how 20 do we create meaningful incremental value through the 21 combination of the different assets of these two companies. 22 Part of that was extending those ideas and making them 23 bigger. 24 that would not have existed had we not put these two 25 organizations together. And some of it was creating new programs, new ideas PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 310 1 Q. Maybe a different way to look at it is, from your 2 perspective, was there a particular problem that CVS and 3 Aetna were looking to solve with this merger; and if so, how 4 did they do that? 5 A. 6 that we're trying to solve is chronic disease. 7 look at the healthcare industry in this country right now, 8 we're really pretty good at acute episodic illnesses. 9 have a heart attack, you get in a car accident, you break a Yeah. So the big picture, right, the big picture So if you 10 leg, we have really good outcomes. 11 high of a cost, but we have really good outcomes. 12 You And some of it is at too If you look at chronic diseases, it is where all of 13 the burden of illnesses, 60 percent of adults in this country 14 have a chronic disease. 15 between 70 and 75 percent of the entire spend in the country. 16 Chronic disease is responsible for And the difference between an acute problem, it is 17 self-delimited by definition; whereas, a chronic disease 18 really requires changing an individual's behavior over the 19 long-term in order to either avoid the full development of 20 disease in something like prediabetes or to avoid the 21 progression of the disease and the resulting morbidity, 22 mortality, and costs. 23 And our belief very strongly is that in order to 24 really change people's behavior, you need to be part of their 25 life, you need to be there to help them and support them in PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 311 1 making those everyday decisions that change the trajectory of 2 chronic disease. 3 parking lot or the close end? 4 my doctor or not? 5 Those sorts of things. 6 blood pressure. Am I going to park at the far end of the Am I going to follow up with Am I going to get the lab test or not? There's no magic bullets for high There's no magic bullets for diabetes. 7 So what we want to do is bring more services closer 8 to people in their communities that make it more convenient, 9 lower cost, to be able to get those services, experience 10 them, and understand how to change their behavior so they 11 become active participants in their own care, ultimately 12 reducing the morbidity, mortality, the bad outcomes, which in 13 turn reduces cost. 14 Right? Someone with diabetes who controls it doesn't end up 15 in the hospital every year. 16 which is really the important part -- they also don't cost 17 any money. 18 don't have to spend their out-of-pocket deductible, the 19 co-pay, and it doesn't cost the payer any money. 20 Not just they're healthier -- It doesn't cost them any money. Right? They So that is sort of the secret sauce of what we're 21 trying to accomplish and why we put these two companies 22 together. 23 Q. 24 these two companies makes it possible to address that 25 problem? Okay. So how is it then that the combination of Or what does the one have that the other needs and PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 312 1 vice versa? 2 A. 3 to take an organization like Aetna, which had complete access 4 to all of the medical claims data, as well as medical and 5 pharmacy, what we thought was a really world-class analytic 6 organization, a very robust physician and provider network, 7 and marry that up to an organization, CVS, that already is 8 part of people's lives. 9 year. So what we thought, what we saw was the opportunity So we make 300,000 home visits a We have 4 and a half million people a day who walk 10 into our stores. We're within 3 miles of 70 percent of the 11 U.S. population. And as we look to a more digital, 12 technologically advanced world, we have affirmative 13 permission to text a lot of people. 14 And so those touch points, the ability to talk to 15 people the way they want to be talked to is the way that we 16 believe we'll be able to change behavior. 17 analytics. 18 best action for an individual is. 19 through whichever one of those channels that person wants to 20 be communicated with. 21 Q. 22 why it is that the putting together of these two 23 organizations enables you to achieve the goals that you were 24 just talking about? 25 A. We look at all the data. So we do the We decide what the next And then we deliver Now, is there also a financial incentive component to So what I would say is this is not a new thought, PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 313 1 right? We have been trying to do this for a while in a lot 2 of different fashions. 3 trying to create a commercial relationship with a payer that 4 says, hey, give me all your data, let's do the analytics 5 together, let's decide the next best thing to do for your 6 customers and we'll deliver it in the stores, we found that 7 the amount of investment we would have to make or we have to 8 make was almost unsustainable if you didn't enjoy the fruits 9 of that by reducing medical cost and being on the hook for And what we found is, when you're 10 medical costs. 11 services actually resulted in the better outcome, and could 12 never reach a commercially reasonable arrangement to justify 13 the investment. 14 was, as was noted earlier today, the average contract is 15 3 years. 16 You always got into an argument over whose And even if you could, the other challenge So it is kind of hard to make -- we announced 17 yesterday that we were going to build 1,500 of these 18 HealthHUBs around the country. 19 THE COURT: Is that different from the MinuteClinic? 20 THE WITNESS: 21 THE COURT: 22 THE WITNESS: 23 the HealthHUBs is four things. 24 15 percent of the selling space and devoted it to health and 25 wellness. Yes, it is very different. How is it different? So HealthHUBs -- what we have done in One, we've taken out about We've expanded the size of the MinuteClinic. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 314 1 Instead of having -- the average MinuteClinic has two rooms; 2 these have four. 3 to be able to handle a bigger flow-through of patients. 4 have expanded the scope of services within those clinics to 5 include blood drawing, cameras to take pictures of the back 6 of people's eyes who have diabetes, things like sleep apnea 7 screenings, which is hard to do. 8 9 We have added staffing in the MinuteClinics We We have also expanded what the pharmacists are doing. So we basically gave the pharmacist a list of what you would 10 call the 180 sickest people around the store and say, listen, 11 we really want you to get in touch with these people. 12 there's a very specific message for each person, that, 13 quote/unquote, next best action. 14 that they're very, very effective at that. 15 engage with their pharmacist on a routine basis. 16 And And what we have seen is People actually The last thing we did is we build what we call a 17 wellness room. 18 can be used for dietitian services, can we put a dietitian in 19 the store. 20 make it available to the community. 21 Association has had events in our stores in Houston. 22 done chair yoga. 23 house dealing with some of the social determinants of health. 24 25 It is a room that -- it's two rooms -- that It can be used for social work services. And we The American Heart We have And it is just to get people out of their So we're very pleased and very excited about the early results from the three we built in Houston, and we PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 315 1 committed to building 1,500 over the next two years by the 2 end of 2021. 3 So that is a level of investment that we wouldn't 4 have been able to make if we hadn't had the assurance that we 5 will be able to lower healthcare costs over the long-term. 6 Q. 7 think you've referred to as pharmacy panels, the notifying of 8 pharmacists to contact high-risk patients, do you have any 9 examples of how expanding MinuteClinics services have Since you're on the topic of HealthHUBs and what I 10 benefited customers? 11 A. 12 you. 13 score which is a measure of satisfaction that crosses 14 industries, these stores are up 900 basis points, so 9 full 15 percentage points, and that's off a high number of 66, so 16 it's all the way up to 75. 17 both the pharmacy and MinuteClinic in these stores is also 18 significantly elevated compared to the rest of the chain. 19 Yes. There's a couple of things I can share with So one is -- and we talked about this yesterday -- the The overall satisfaction with And we have a couple of, admittedly, anecdotes. We 20 have only been open for 4 months. At least one example I can 21 share quickly. 22 complaining of belly pain, what we see all the time. 23 nurse practitioners were able to diagnose that he had 24 uncontrolled diabetes, some other medical conditions, hadn't 25 seen a primary care doctor in 3 years. A gentleman came into the MinuteClinic They did an PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 The 316 1 evaluation of the back of his eyes, the retina, found that he 2 had significant changes that would predispose him to 3 blindness and got him into the system, got him referred into 4 a primary care doctor just from belly pain. 5 Another woman came in and was literally shopping in 6 the protein powder aisle, and one of the employees sort of 7 asked her if she needed help. 8 trying to lose some weight. 9 see the dietitian. She mentioned that she was He asked her if she wanted to Walked her over to the dietitian. They 10 had a 5- or 10-minute discussion because she also mentioned 11 to the dietitian that she felt awful, that she had a 12 throbbing headache. 13 200/120, which is significantly elevated. 14 over to the MinuteClinic. 15 Hadn't been seen by a doctor in years. 16 blood pressure but wasn't treated. 17 diagnosed it, started her on appropriate therapy. 18 followed up with her several times weekly, and learned that 19 the woman had several members of her family who had strokes. 20 Got her blood pressure taken. It was Brought her right Again, same sort of scenario. Knew she had high The nurse practitioners They These are anecdotes, but it really speaks to the fact 21 that connecting all these dots for people, putting more 22 services that are closer to them in their community makes a 23 difference in the long-term outcomes. 24 anecdotes, but if you add up enough anecdotes -- which we 25 will -- and it turns into data. Like I said, they're PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 317 1 Q. So with an anecdote like that, is that something that 2 could have happened before the merger? 3 do with the merger? 4 A. 5 -- we expanded these MinuteClinics in Houston based on an 6 evaluation of the Aetna data, which said there was a high 7 concentration of people with chronic disease around these 8 specific stores. 9 there was a paucity of primary care physicians in the area. So it's a couple of things. What does it have to So those two -- one is We knew from the demographic data that 10 So we would never have expanded services to that extent 11 without that data, certainly wouldn't have put a retinal 12 camera in. 13 how the combination of the data and our belief in our ability 14 to impact it allowed us to make an investment in advance of 15 sort of proof. 16 Q. 17 the merger has spawned, the hospital readmission prevention 18 program. 19 has worked. 20 A. 21 are due to medication errors or problems. 22 imagine, right, someone goes into a hospital with a bag of 23 medicine A, they come out of the hospital with bag of 24 medicine B, different doctors. 25 duplicative. They're very expensive. So it is an example of Let's talk about another one of the initiatives that Can you explain to the Court what that is, how it Sure. So about 50 percent of hospital readmissions And you can A and B don't match. They're contradictory. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 They're 318 1 And so we had a program that we actually ran as a 2 pilot about three or four years ago -- we published this in a 3 peer-reviewed medical journal -- that demonstrated a 4 comprehensive medical review, meaning the pharmacist going 5 through the entire medical history with the patient, could 6 reduce readmissions substantially. 7 medical journal. 8 9 We published it in a We actually did that pilot with Aetna. We were never able to turn that into a commercially viable program for the reasons I talked about earlier. We 10 couldn't agree on whose intervention made the most sense, 11 etc. 12 Now as one company, not only are we expanding 13 that -- not only are we executing on that program now as part 14 of our near-term medical costs, but we're also saying, okay, 15 now as one company, I know, because of the work that the 16 medical management team does within Aetna about who's in the 17 hospital, how long in the hospital, we know when people are 18 going to be discharged. 19 event to a much more timely medication reconciliation. 20 So now we can connect that discharge So if I can do that review of the medication regimen 21 as soon as possible after the person is discharged, 22 preferably before they even start taking bag B of drugs, we 23 can avoid a substantial number of hospital readmissions. 24 every one of those is between twelve and a half and 25 twenty-five thousand dollars. And So good for patients, good for PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 319 1 the payer. 2 of that $25,000, making the technological investment to 3 understand exactly when they are discharged, flagging those 4 patients who are already CVS patients, so that when they show 5 up in the store the pharmacist knows, wait a second, this 6 person just got out of the hospital, something that doesn't 7 exist today, but we're going to build it. 8 9 10 11 And because we own the entire chain and the risk THE COURT: One of the advantages of the merger that you foresaw, was it not, was that your PBM business would be strengthened? THE WITNESS: We already had Aetna as a PBM. So I 12 don't know that it necessarily would be strengthened. I 13 would almost say -- 14 THE COURT: 15 Are you telling me that you didn't think it would be Well, wait a minute. 16 a stronger negotiator with manufacturing companies and 17 wholesalers if they had the 19 million customers from Aetna? 18 Are you being straight with me? 19 THE WITNESS: 20 THE COURT: 21 bargaining ability? Come on. I am. You didn't think it would improve their 22 THE WITNESS: 23 THE COURT: 24 Did you think it would improve their bargaining 25 Remember, we already had -- Answer that question. ability to get lower-priced drugs? PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 320 1 THE WITNESS: It would not incrementally improve it 2 because we had those lives under management already. 3 have a contract -- 4 THE COURT: And we You had them under contract that could 5 come to an end within a year or two. 6 difference between that and being under your umbrella now 7 that you own them. 8 now outright. 9 There is a big You own those 19 million relationships THE WITNESS: With all due respect, those 10 relationships that Aetna has, those also are time-limited 11 contractual relationships with employers and payers. 12 19 million lives that Aetna has are -- many of them 13 are -- they work the same way as the PBM relationships. 14 can leave next month or next year. 15 THE COURT: 16 THE WITNESS: 17 On a rolling annual January 1st cycle, those So the They Next month? Next year. 18 contracts come up for renewal. 19 competitive PBM offering, a competitive medical network in 20 order to retain their business. 21 THE COURT: And Aetna has to have a Have you seen in the 6 months since this 22 merger -- it is more than 6 months, actually -- since this 23 merger went through that your PBM business is stronger and 24 negotiating lower prices for consumer drug purchases with 25 wholesalers and manufacturers? PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 321 1 THE WITNESS: So, I'm no longer part of the PBM. 2 no longer in the manufacturing area. 3 you -- 4 THE COURT: 5 the PBM part of the company? I'm But what I can tell How long have you not been working with 6 THE WITNESS: 7 THE COURT: 8 So you don't have any knowledge as to whether the PBM 9 A year. A year. part of the business has been strengthened in their 10 negotiating ability as a result of this merger to date? 11 don't know the answer to that question? 12 13 THE WITNESS: question. 14 THE COURT: 15 THE WITNESS: 16 THE COURT: 17 THE WITNESS: 18 THE COURT: 19 THE WITNESS: 20 THE COURT: 21 THE WITNESS: 22 23 24 25 I don't know the answer to that Who does? Gary Loeber. What's the name? Gary Loeber. How do you spell that last name? L-O-E-B-E-R. What is his title? Executive Vice President for Trade Relations. THE COURT: Will you get me the answer to that question, please? THE WITNESS: I can get you the answer to that PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 You 322 1 question. 2 3 THE COURT: Send me a letter with the answer to that question. 4 THE WITNESS: 5 THE COURT: 6 BY MR. PITT: 7 Q. 8 management. 9 All right. THE COURT: I will. Thank you. Let's talk about improving chronic care Hold on. 10 something else on the PBM. 11 MR. PITT: 12 THE COURT: I want to finish up on Of course. You said earlier today that the insurer, 13 the company that purchases the services of the PBM business 14 that you all have is the one who will dictate -- I don't know 15 if you used the verb "dictate" -- but who will set the terms, 16 for lack of a better word -- I don't have a transcript in 17 front of me -- of what drugs they want covered, what prices 18 they want for those drugs, and what network availability size 19 they want to have. 20 Is that what you said? 21 THE WITNESS: First and third. So they will 22 dictate -- so many -- the way formularies work, many health 23 plans will have their own custom formulary. 24 THE COURT: Okay. 25 THE WITNESS: So we have several standard formularies PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 323 1 within CVS Caremark. 2 THE COURT: 3 THE WITNESS: 4 Uh-huh. Most of our employer customers will use one of those standard formularies. 5 THE COURT: Okay. 6 THE WITNESS: There's two or three of them. But most 7 health plans will have a custom formulary, meaning they will 8 either take our standard formulary and decide on a 9 drug-by-drug basis, want that, don't want that, love that, 10 hate that. 11 replicate our current formulary because we have our own 12 pharmacy and therapeutics committee. 13 You're going to bid for our business based on your ability to 14 negotiate for these specific drugs. 15 Or they'll say: THE COURT: Okay. You know what? We want you to This is what we want. So one of the ways that your PBM 16 services business competes against other PBM services is 17 their ability to design, customize formularies that will meet 18 the needs of the prospective insurers? 19 THE WITNESS: 20 THE COURT: 21 Another way is to offer, I assume -- correct me if 22 23 That's correct. Okay. So that is one way. I'm wrong -- highly competitive, if not superior, prices? THE WITNESS: Right. So you're evaluated essentially 24 on a spreadsheet that says what's your price for generic 25 drugs, what's your price for brand drugs, what's your price PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 324 1 for specialty pharmaceutical drugs, what are your 2 administrative costs, what are your fees for other things. 3 It is a very standardized -- 4 THE COURT: So when the PBM puts in the bid, so to 5 speak, it puts in the prices that it believes it can get for 6 those drugs; correct? 7 THE WITNESS: 8 Obviously, that is proprietary information, so we will often do it in aggregate. 9 10 Yes. THE COURT: Right. But it is a blind, too. You don't know what the other PBMs are offering; do you? 11 THE WITNESS: 12 THE COURT: 13 And you're doing it based upon your negotiations with 14 That's correct. That's correct. the wholesalers and the manufacturers? 15 THE WITNESS: 16 THE COURT: Yes. And so it's a function of what you 17 believe is the best price you can offer the insurer as to the 18 specific drugs on their formularies? 19 THE WITNESS: 20 THE COURT: That's right. So as to the pricing, the insurer doesn't 21 have any guidance ability to set what those prices are going 22 to be. 23 competition -- excuse me -- of the companies -- maybe it is 24 two companies, maybe it is five, whatever -- they're relying 25 upon the competition generating the best deal, so to speak, They're relying upon the competitor -- the PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 325 1 for their customers. 2 THE WITNESS: That's true. Many of the insurers will 3 also have their own contracting staff. 4 sometimes and negotiate directly with manufacturers and hold 5 those rights for themselves in their contract. 6 say, well, we'll use your formulary unless we can get a 7 better price on our own. 8 9 THE COURT: And they will go out So they'll They do that before or after they set up a contract with the winning PBM? 10 THE WITNESS: What they will usually do -- so they're 11 going to make a decision on pricing based on a combination 12 of -- I will make it simple. 13 what their current utilization is. 14 take my current utilization of drugs and I lay out your 15 proposed rates, guarantees, rebates, etc., will that cost me 16 Y? 17 decide, well, if Y is much greater than Z, I'm going to go 18 with Z, unless of course they have had a bad experience with 19 Z in the past in terms of service, whatever. THE COURT: 21 THE WITNESS: 23 They'll say, okay, if I And if I look at PBM 2, that costs me Z. 20 22 They will essentially look at And they will Right. In general, they're going to go with the lowest-priced PBM. But then as part of the contractual negotiations many 24 of the health plans will look to retain certain services, 25 both as a way of maintaining control -- so I think earlier PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 326 1 today you showed the example of the WellCare versus Anthem 2 contracts -- versus Aetna contracts broken out. 3 there was pharmacy network contracting. 4 hold back certain things that they believe they either might 5 be able to do or might want to do in the future. 6 one way of adding additional sort of pressure on whichever 7 PBM they choose. 8 9 You saw that They will sometimes So that is Another way that they add pressure on whatever PBM they choose is they will ask for what are called market 10 checks or demand market checks, which means, even if you have 11 a 3-year contract, many times every year or twice during the 12 contract or once during the contract, that PBM client will 13 have the right to take the business back out for a market 14 check. 15 because historically prices have done nothing but decrease in 16 the PBM industry. 17 of market, get to a point where they don't have the best 18 price in the market. 19 And the reason they want to do market checks is So what they don't want to do is get out So it puts a tremendous amount of competitive 20 pressure on the PBMs to always be improving their negotiated 21 discounts with both manufacturers and with retail pharmacies 22 because that is how they are evaluated. 23 THE COURT: With regard to the PBMs who cover the PDP 24 business, you said earlier that the PBM services part of the 25 CVS business would not act in a way that would be detrimental PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 327 1 to the WellCare Aetna folks -- 2 THE WITNESS: 3 THE COURT: 4 THE WITNESS: 5 THE COURT: 6 That's right. -- so as to advantage SilverScript. That's correct. And one of the ways you can ensure that that won't happen is that there's a firewall of information. 7 There is a firewall, is there not? 8 THE WITNESS: 9 THE COURT: There is absolutely a firewall. So they're not in a position to know 10 certain information that might put them in a position to 11 advantage, let's say -- 12 THE WITNESS: 13 THE COURT: 14 That's correct. -- the SilverScript business and disadvantage the Aetna -- the -- 15 THE WITNESS: 16 THE COURT: That's correct. Okay. So how about with regard to 17 non-PDP business; are there firewalls in place of any kind 18 such that the PBM folks will not be incentivized or even 19 capable of disadvantaging competitors by restricting access 20 to the CVS pharmacies, of which there's 7,900? 21 THE WITNESS: I will answer the -- the firewalls are 22 absolute. The firewalls exist between the pharmacy, CVS 23 pharmacy, and CVS Caremark and between CVS Caremark and CVS 24 pharmacy and Aetna. 25 has no idea how Caremark, or CVS Caremark, is contracting So anyone in the CVS pharmacy business PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 328 1 with Walgreens or Wal-Mart or Albertsons. 2 whatsoever. 3 THE COURT: 4 THE WITNESS: 5 6 No idea Separate profit centers. measured separately. They're reported separately. They're The access just doesn't exist. In Caremark, the Caremark folks have no idea what 7 rates the CVS pharmacy people are giving to Express Scripts 8 and Optum and Prime and MedImpact and the whole realm of the 9 40 PBMs that exist. 10 So, similarly, the Aetna team has no idea -- they 11 don't know what any rates that Caremark is giving to any 12 other health plan. 13 is only working with -- There isn't another analogy because Aetna 14 THE COURT: Right. 15 THE WITNESS: -- so there is an absolute firewall. 16 And in terms of incentives, our entire management incentive 17 plan is based on the enterprise performance. 18 all incented to do is grow the entire enterprise. 19 grow the entire enterprise, Aetna has to be able to work with 20 as many employers as possible. 21 as many health plans and employers as possible. 22 retail has to be able to work with as many PBMs and insurers 23 as they can. 24 lives, Caremark is 90 million, and at CVS pharmacy we 25 probably see a third of the people in the country over the So what we are And to CVS Caremark has to work with And CVS Because as you point out, Aetna is 22 million PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 329 1 course of the year. We simply couldn't run our business on 2 the 22 million Aetna lives. 3 do something different. 4 THE COURT: 5 BY MR. PITT: It would be economic suicide to Okay. 6 Q. So I guess getting back for a quick moment to the 7 benefits of the merger. 8 new programs you've talked a little bit about and hopefully 9 the better health outcomes and the savings, will those Will those benefits, that is, the 10 benefits accrue only to Aetna's customers? 11 A. 12 uses the programs. 13 pharmacy contract partners who avail themselves of the 14 program will see the same savings. No. So, first, they will accrue to any customer who So any one of our PBM customers or retail 15 In addition, the individuals who don't have an event 16 or who don't end up in the hospital, they will not only enjoy 17 better health, which is probably their main goal, but they 18 also won't have to pay a co-pay, they won't have to pay their 19 coinsurance, they won't have a deductible. 20 reduce overall costs, premiums come down. 21 insured, premiums come out of people's pockets indirectly. 22 So I think that there is both an organized kind of payer 23 benefit, there is a patient benefit, and then there's kind of 24 health benefit. 25 Q. Ultimately, as we And for the And can you describe how sort of proof of concept PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 330 1 might work in connection with spreading the benefits to PBM 2 customers who are not Aetna insureds? 3 A. 4 market since we've been a combined program has been a chronic 5 kidney disease program. 6 a big problem for all payers. 7 Aetna, we had been out talking to a number of the large CVS 8 Caremark health plan clients. 9 of interest in both that program, as well as the next program Yeah. So the first program that we brought into It is just a huge unmet need. It is And before we launched it with And I would say there is a lot 10 we're bringing to market over the summer in oncology. 11 we're trying to work with them to understand how that's going 12 to work, how do we get the data. 13 And then we announced we're going to put 1,500 hubs 14 in. 15 two health plans, and they were very interested. 16 said: 17 know they're only three up. 18 next market, like we see this as a big opportunity. 19 And so Before we had announced that, I had personally talked to And they Look, we know you are only doing this as a pilot. We But we really want to be the So I'm sure that -- I'm sure -- I know for a fact 20 that the teams who take care of those customers reached out 21 to them yesterday afternoon after we made the public 22 announcement about 1,500 hubs, to start understanding that 23 process, because it requires data, it requires contracting, 24 it requires paying for services. 25 started on that. So we're going to get As we build those out, that will help PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 331 1 inform our roll-out strategy for where we put these 1,500 2 over what time frame. 3 Q. 4 some testimony about concerns that perhaps part of the plan 5 might be to steer Aetna insureds to MinuteClinics. 6 something that the company is planning to do? 7 A. 8 MinuteClinic -- at least our goals in expanding use of 9 MinuteClinic I would broaden to say, first, we want to reduce 10 11 Getting back to MinuteClinics, as well, we've heard Is that So our only goal in expanding use of ER utilization. There are three ways of reducing ER utilization. One 12 is you make sure people get into the primary care system so 13 that they get treated and they don't develop problems. 14 you build awareness of alternative sites of care other than 15 emergency rooms. 16 everyone else's retail clinic, and urgent care centers. 17 Quite frankly, the win here is not sending someone to 18 MinuteClinic and earning a little bit of margin on the nurse 19 practitioner's service, the win is avoiding that $3,000 20 hospital ER visit that didn't have to happen. Two, And those would include MinuteClinics, 21 THE COURT: How much is a MinuteClinic visit? 22 THE WITNESS: 23 THE COURT: 24 THE WITNESS: 25 If you have multiple services, you can get into a They range between $39 and $119. You take credit cards? We take credit cards. We take cash. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 332 1 couple hundred bucks. 2 go to any other part of healthcare and you don't know what it 3 is going to be. 4 It is on the wall. It is not like you It is literally on the wall. So we view MinuteClinic first as one way for 5 redirection, redirecting people out of the emergency room. 6 Again, when we do that, it is not just to MinuteClinic, it is 7 to all alternative sites of care and to primary care doctors. 8 The second thing we're trying to do with 9 MinuteClinics is help ameliorate the prime care shortage. As 10 I said, 50 percent of people who come into MinuteClinic don't 11 have a primary care doctor. 12 Q. Is that 5-0? 13 A. 5-0. 14 15 16 Fifty percent. We refer millions of people a year to primary care doctors. Again, what we know is that when you get people into 17 the healthcare system and become at least a semi-regular 18 visitor to their primary care physician, they do better. 19 that surprising. 20 So we're trying to close some of those gaps. Not And 21 when you think about the access, it is not just that there 22 may be a two- or three-month wait for a physician visit. 23 other issue for a lot of people is timing. 24 open nights, weekends. 25 nights and weekends. Right? The We're Again, about half of our visits are PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 333 1 And I think -- and I haven't proven this yet -- but 2 just in talking to a lot of our customers, that assurance, 3 that transparency. 4 the wait time at the 7 MinuteClinics near me. 5 minutes, one is 15 minutes, one is 18 minutes. 6 visits are going to be between 20 and 30 minutes. 7 exactly what it is going to cost. 8 about what I'm getting myself into. 9 You know, I can go on the website and see One is 7 I know the And I know So there is no uncertainty I think that really helps people. So that 10 combination, I think, is why we're seeing such dramatic 11 increases in visits in these clinics. 12 THE COURT: 13 insurance coverage? 14 Those are people who do not have THE WITNESS: Many of them have insurance coverage. 15 MinuteClinics are covered by most insurers, as well. So many 16 people have insurance coverage but, again, are choosing to 17 use it. 18 I think 10 years ago you would probably never of 19 thought of going into a drug store for an immunization, a 20 cough or a cold. 21 We have seen 40 million people since then. And the thing that I'm proudest about in MinuteClinic 22 is they're a hundred percent guideline driven. If we can't 23 get a good guideline and aren't confident that we can manage 24 the nurse practitioners to that guideline, we will not 25 provide the service. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 334 1 And if you used antibiotic conservation, meaning not 2 prescribing antibiotics when they're not needed, as a marker 3 of guideline adherence -- and we have published this in 4 peer-reviewed journals -- MinuteClinics outperform everyone, 5 every institution, including the biggest name integrated 6 delivery systems that you know of. 7 we pick what we're good at, we do that, we do it really well, 8 and we do it a lot. 9 being good at anything in medicine, making sure that you're 10 doing it a lot and you're doing it according to guidelines. 11 And it is really because And that's really the secret sauce of BY MR. PITT: 12 Q. 13 Caremark, might steer patients away from independent or 14 specialty pharmacies and into CVS retail or mail order 15 pharmacies. 16 We've also heard some concerns that CVS's PBM, CVS Is that something that CVS Caremark would do, and if 17 not, why not? 18 A. 19 define what their network instruction is. 20 customer and said, you can only use CVS, they would say, 21 well, if you're going to do that, you're going to give me an 22 incredibly good price, and they might make that decision. 23 That has not happened in the world. 24 disrupt their members and force them to go all over the place 25 in retail pharmacy. So a couple of things. So, first, our customers If I went to a People don't want to PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 335 1 So generally, almost all -- I would say the average 2 network is probably in the 50,000 or more, getting close to 3 60,000. 4 That is number one. Number two, we actually reimburse -- this came out in 5 Ohio -- we reimbursed independents often at a higher rate 6 than our own pharmacies. 7 pharmacy, we need them to -- in the chain, in the network -- 8 we need them to create the appropriate geo-access standards 9 so that people are within a reasonable driving distance from 10 We need independents in the a pharmacy. 11 With respect to specialty and mail order, what we 12 have seen -- and this has been -- this has been for 20 years 13 that I have been in the specialty business -- increasingly 14 customers are choosing one pharmacy for all their specialty 15 needs, and they're doing that for a few reasons. 16 price. 17 from one entity. 18 largest specialty pharmacies have demonstrated really 19 outstanding service metrics, really outstanding quality 20 metrics from an adherence perspective. 21 a need for broader networks. Two is administrative simplicity. Three is quality. One is I get one report The largest PBMs -- the So they haven't found 22 And the last is -- those are the big reasons. 23 THE COURT: 24 MR. PITT: 25 Five minutes. I have nothing further unless Your Honor has further questions for the witness. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 336 1 THE COURT: 2 (Witness excused) 3 THE COURT: 4 I don't think I do. We will take a 10-minute recess and come back and hear the last witness of the day. 5 (Recess taken) 6 THE COURT: 7 All right. Are you ready to call your next witness? 8 MR. PITT: 9 We call Terri Swanson. 10 THE COURT: 11 examination or not? 12 MR. OWEN: Yes, Your Honor. Will the government do part of the Your Honor, the United States will listen 13 closely to the testimony of Ms. Swanson and, if necessary, 14 ask questions at the very end. 15 THE COURT: At the very end, okay. 16 TERRI SWANSON, 17 18 having been duly sworn, was examined and testified as follows: 19 DIRECT EXAMINATION 20 BY MR. PITT: 21 Q. Good afternoon, Ms. Swanson. Could you state your 22 full name for the record, please. 23 A. Terri Swanson. 24 Q. And what position do you hold with Aetna? 25 A. I'm Vice President of Medicare Product and the PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 337 1 Medicare Part D Business. 2 Q. How long have you been at Aetna? 3 A. I joined Aetna in 2010. 4 Q. And have your job responsibilities remained the same 5 during your time at Aetna, or have they changed at all? 6 A. 7 Medicare Part D Business. 8 for Medicare Product. 9 Q. When I joined in 2010, I came as Vice President of In 2017, I added responsibilities And since the merger, have you taken on additional or 10 different responsibilities? 11 A. 12 divested to WellCare. 13 responsibilities, I'm also the executive responsible for that 14 divestiture. 15 The Part D Business for Legacy Aetna is the PDP being So in addition to my usual I also do -- work closely with new counterparts at 16 CVS on the integration planning. 17 Q. 18 Medicare business? 19 A. 20 Advantage products, Medicare Part D products, and Medicare 21 Supplement. 22 Q. 23 Medicare Part D? 24 A. 25 inpatient and outpatient. Can you explain what the components are of Aetna's Yes. Our Medicare business includes Medicare What is the difference between Medicare Advantage and Medicare Advantage includes medical benefit, both And it can also include integrated PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 338 1 prescription drug coverage. Medicare Part D, on the other 2 hand, is standalone prescription drug coverage. 3 Q. 4 matter? 5 A. 6 are typically seniors on a fixed income, very value 7 conscious, price conscious. 8 individually to just average people and they're sold through 9 employer groups and other group-type customers, as well. Who are the subscribers to Part D plans, as a general Generally, Medicare beneficiaries. Okay. So our members The products are also sold both 10 Q. How long have you been working in the Part D 11 area? 12 A. 13 originally was conceived. 14 on January 1st of 2006. 15 in advance of that to build out the program at Cigna, my 16 employer at the time. 17 Q. 18 history prior to your time at Aetna. 19 A. 20 I joined the PBM industry in about 1994. 21 Diversified Pharmaceutical Services and Express Scripts. 22 spent a couple of years at different start-up companies also 23 in the healthcare and prescription supply chain space. 24 then I moved to Cigna, where I was CIO for their internal 25 pharmacy benefit management division. I started working on Part D when the program So Medicare Part D first went live I started working on it about a year Could you describe for the Court your employment Yes. I originally worked in the technology industry. I worked for both I And After that, I spent PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 339 1 two years at Well Point Anthem, managing their Medicare 2 Advantage and Medicare Supplement businesses. 3 to Aetna, where I still serve. 4 Q. What is your educational background? 5 A. I have a Bachelor's Degree from The University of 6 Minnesota in Computer Science and a Master's Degree, also 7 from The University of Minnesota, in Management of 8 Technology. 9 Q. 10 And then came Now, I would like to talk a little bit about WellCare, the divestiture asset purchaser. 11 First, in the course of your work for Aetna, did you 12 come to understand the characteristics of other companies 13 that compete in the Medicare space? 14 A. 15 as we're preparing to renew our plan designs, our pricing, 16 our filings. 17 competitors that we have kept an eye on over the years. 18 Q. 19 managing the transition of Aetna's Part D assets to WellCare, 20 have you had opportunities to observe and work with 21 WellCare's management team? 22 A. I have. 23 Q. And have you formed any sort of view of what kind of 24 management team they have? 25 A. Yes. We look closely at our competitors every year And WellCare is definitely one of the As one of the people who has been involved in Yes. They're a very capable and experienced PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 340 1 management team. 2 Q. 3 scale of WellCare kind of as an overall enterprise. 4 A. 5 around 18 billion in revenues, about 12,000 employees, and 6 they serve 5 and a half million members in government 7 programs, and that's excluding the divestiture from Aetna. 8 Q. 9 particular. Could you describe for the Court, first, the size and Yes. WellCare is a Fortune 200 company. They have So now talking about WellCare's Part D business in Excluding the divestiture assets, how would you 10 characterize the size and scale of WellCare's Part D 11 business? 12 A. 13 prior to this most recent annual enrollment period, they had 14 about 1.1 million members in their individual Part D plans. 15 This fall, during annual enrollment, they added around half a 16 million members. 17 prior to this acquisition of Aetna's business. 18 Q. 19 million members, that was without the divestiture assets 20 having become part of WellCare; correct? 21 A. 22 WellCare's Part D business, if you look, you know, So they were about 1.6 million members When you said this past fall they added half a Yes. That's right. The timing of doing the plan designs and filing your 23 bids is in the beginning of the year. So they would have 24 planned and filed those bids many months in advance of the 25 divestiture becoming available to them. So it was all done, PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 341 1 really, on their own capabilities and understanding of the 2 competitive space. 3 Q. So how did they achieve all of that growth? 4 A. They launched a low-cost or low-premium enhanced 5 plan. 6 has benefits that are greater than the Medicare standard 7 defined benefit. 8 low premium. 9 our sort of cost-conscious Medicare beneficiaries gravitate By enhanced, in the Part D space, that means the plan So it is a very attractive plan at a very And that is definitely the kind of plan that 10 towards. 11 Q. 12 WellCare's capabilities in this area? 13 A. 14 putting a competitive product into the market without any of 15 the assets that they will now be acquiring from Aetna. 16 also certainly tells me, to put a low-premium enhanced plan 17 like that into the market, that they do have a very 18 cost-competitive structure. 19 divestiture. 20 Q. 21 Aetna's? 22 A. 23 WellCare launched this year. 24 two less expensive than ours in terms of premium. 25 growth was about 150,000 members compared to their 500,000. What, if anything, does that tell you about For me, it tells me that they're very capable of It Again, you know, prior to this Now, how does WellCare's recent growth compare to Aetna had a plan very similar to the one that Theirs was maybe a dollar or PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 And our 342 1 So again, very similar. Very, very competitively positioned 2 products. 3 premium per month. 4 Q. 5 divestiture, how does the merger change WellCare's size and 6 scale in the Part D market? 7 A. 8 at about 2.5 million members. 9 business, they will be right around the 4 million member But our shopper values that dollar or two in Now taking into account the merger and the By the end of this year, the Aetna business will be So added to WellCare's current 10 mark, so double in scale, more than double what they were 11 prior to this acquisition. 12 Q. 13 WellCare to do? 14 A. 15 leverage as they're negotiating with their PBMs or other 16 suppliers that they will do business with. 17 very price-sensitive business. 18 them an ability to leverage their other assets across a 19 larger membership base and contributes to a sustainably 20 competitive cost structure, which is tremendously important 21 in this space. 22 Q. 23 sense of who participates in the Part D market and what the 24 competitive conditions are like in that market. 25 What, if anything, does that additional scale enable The additional scale certainly gives them additional And it is just a So having that scale gives I would like to give the Court a little bit of a Along those lines, could you first, based on your PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 343 1 experience, characterize the degree of price competition in 2 the Part D market. 3 A. 4 Medicare beneficiaries have demonstrated over and over again 5 that they prefer a low-premium plan. 6 competitors nationally, we have SilverScript -- 7 Q. And SilverScript -- 8 A. Is the CVS-owned PDP. 9 PDP. It is very price competitive. Humana. Cigna. Like I said, our In terms of the major UnitedHealthcare has a large I'll skip over Aetna. WellCare. And 10 EnvisionRx is owned by Rite Aid. That is also a national 11 competitor. 12 depending on the footprint. 13 will serve people in their state or a portion of the state. 14 Q. Is ESI also a national competitor? 15 A. Yes, ESI is a national competitor, as well. 16 Q. How easy or difficult is it for consumers to compare 17 the benefits and premiums of the various plans? 18 A. 19 Medicare Plan Finder. 20 for everyone. 21 designs, their pricing. 22 price of a specific drug at a specific pharmacy for a 23 specific plan. Then there are a variety of regional competitors For example, the Blues plans It is very straightforward. CMS has a tool called That is available on the CMS website All the plans have to provide their plan So you can tell on Plan Finder the So it is very detailed. 24 There are 19 to 26 plans in every region. 25 beneficiary has all of those plans to choose from. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 So every It is a 344 1 lot of plans. But they can see them compared on a literally 2 apples-to-apples basis on that website. 3 for them to compare the plans and see which one is going to 4 be the best value for them depending on what drugs they take 5 and what pharmacy they want to go to. 6 Q. 7 switch plans? 8 A. 9 comfortable doing that online, there is a button that they So it is very easy How easy or difficult would it be for consumers to It is very easy for them to switch. If they're 10 can push that says, "Enroll me in this plan." The site also 11 gives all the phone numbers for the plan, so if they're more 12 comfortable talking to someone from the plan, asking 13 questions before they enroll, they can call, and the plans 14 will happily enroll them over the phone, as well. 15 Q. 16 with for members? 17 A. 18 plans. 19 kind of bundle medical and the drug coverage, and some people 20 like those. 21 website. 22 Q. 23 your understanding of WellCare's experience in the Part D 24 market? 25 A. Who else, if anyone, do Part D plan sponsors compete We also compete with all of the Medicare Advantage So the individual Medicare Advantage plans, again, So they can also compare those on the CMS Getting back to WellCare now for a moment, what is WellCare has been a national competitor in the Part D PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 345 1 market since its inception. So they have been engaged since 2 2006. 3 know -- sort of a lot of continuity in their management team. 4 And the people who run the program today are some of the same 5 people who started the program in 2006. 6 Q. 7 programs? 8 A. They do. 9 Q. And can you help us understand how it is that And they have a very experienced and -- I don't Does WellCare specialize in government insurance 10 government-sponsored insurance programs differ from 11 commercial insurance programs? 12 A. 13 Part D, Medicare Advantage are very, very highly regulated by 14 Medicare. 15 the benefit designs have to pass certain actuarial standards. 16 There's a lot of technical data that is filed, meaning turned 17 over to CMS, along with that pricing and that bid. 18 said, for Plan Finder, all of your data is turned over to CMS 19 and made available transparently to members. 20 you process the plan is also regulated, so you have to answer 21 the phones in a certain amount of time. Your claim 22 processing is subject to certain rules. You send copies of 23 all your claims to CMS, and they can review and audit that. 24 So it is really -- every aspect of the business is visible to 25 CMS, heavily regulated, heavily audited. Yeah. The government-sponsored plans like Medicare So everything from the way we price the products, Like I The way that PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 346 1 Q. Now, the flip side of that as to WellCare is that 2 WellCare has no commercial business; correct? 3 A. That's right. 4 Q. And based on your experience, has WellCare's lack of 5 a commercial insurance business harmed its competitiveness in 6 the Part D space? 7 A. 8 business are negotiated separately from the commercial 9 contracts, and you really are not allowed to subsidize across It really hasn't. Typically, contracts for Medicare 10 those businesses. The regulations and the filings just make 11 all of that very visible to CMS. 12 results in terms of this most recent period, I think it is 13 quite evident that they were the most competitive, the most 14 successful growing PDP this year, and they don't have a 15 commercial arm. 16 that without the other line of business. 17 Q. 18 WellCare might not be a strong enough divestiture buyer, and 19 some of the reasons that we heard -- I will kind of read off 20 and then first ask you as a general matter if you agree with 21 that, and then we can discuss each of them. 22 we heard was first that WellCare has a weaker brand than 23 Aetna. 24 share as much as Aetna in recent year. 25 WellCare is smaller than Aetna when you take into account So if you look at their So they were very capable of executing on We heard some testimony yesterday suggesting that I believe what Second, that it hasn't been able to grow its market And then third, that PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 347 1 that Aetna has a really big commercial business, as well. 2 So, first of all, as an overall point, do you agree 3 with those criticisms of WellCare as a divestiture buyer? 4 A. 5 recent experience just would indicate otherwise. 6 start with the brand, go back to the brand and growth, the 7 Plan Finder experience that I talked about, it definitely 8 shows you what the brand is. 9 plan and know what you're comparing. Not really. I mean I think the facts of our most So if you So you can see the name of the 10 But again, our beneficiaries are shopping based on 11 value and what is going to deliver the most value for them. 12 And if we look at -- if we look at this most recent period, 13 Aetna's plans under the Aetna brand were a dollar or two more 14 expensive. 15 very similarly situated plans. 16 overcome that price difference. 17 And then I think we just spoke about the commercial. 18 commercial business really is a separate line and has not 19 negatively impacted their ability to be competitive in 20 Part D. 21 Q. 22 that WellCare had, that was under the WellCare brand, not any 23 other brand; correct? 24 A. Yes, that was a WellCare plan, correct. 25 Q. As the head of Aetna's Part D business, have you had We had far less growth than WellCare did with So the brand was not able to They have been able to grow. The Just to be clear, that growth that you're describing PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 348 1 occasion to compare Aetna's premiums against its competitors' 2 premiums in that space? 3 A. Yes. 4 Q. And how do WellCare's premiums compare with Aetna's 5 kind of over time? 6 A. 7 was a little bit lower than ours on this enhanced plan, which 8 is really the type of plan that members are most typically 9 shopping for. Well, again, in the most recent period, their premium Other plans, over time, you know, the premiums 10 kind of move around a bit from year to year, but I would say 11 very comparable in terms of the premium placement. 12 Q. 13 you just a couple of questions. 14 We have talked a lot about PBMs. I would like to ask First, does Aetna have its own PBM? 15 A. We do not. We have an arrangement with CVS Caremark 16 or the CVS PBM that has been in place since 2010. 17 Q. 18 offer standalone PBM services to customers? 19 A. We did not. 20 Q. Does WellCare own a PBM? 21 A. They do. 22 Q. Now, after the merger, does WellCare have to rely on 23 CVS Caremark for PBM services? 24 A. 25 their Part D business today. And prior to the merger, did Aetna have any plans to They acquired a PBM. WellCare does use CVS Caremark for PBM services in They can choose to continue to PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 349 1 do that, or they could potentially go another direction. I 2 know we talked -- or others talked earlier -- about their 3 announcement of going out to bid and looking at what the 4 market may bring to them in terms of other competition. 5 they've got different options. 6 Q. 7 for PBM services, does WellCare have other options that it 8 could turn to to try to undercut those prices? 9 A. So So if CVS Caremark tried to raise WellCare's prices Yeah, absolutely. I mean the PBM market is also a 10 very, very competitive market. And I think both the other 11 large PBMs in the space as well as some of the other maybe 12 medium size PBMs would be very, very interested in having the 13 opportunity to compete for that WellCare business. 14 Q. Why is that? 15 A. It's a large attractive book of business. 16 to their scale. 17 And as some of these accounts change over, one PBM may have 18 excess capacity. 19 else, they may be working very hard to fill it. 20 very competitive bidding kind of situation. 21 Q. 22 this case. 23 A. Uh-huh. 24 Q. First, have you been involved with the divestiture 25 process? So it adds The PBM business is also a scale business. If they have lost a client to somebody So it is a I would like to now discuss the divestiture remedy in PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 350 1 A. Yes. As the business owner for the Legacy Aetna PDP, 2 I was involved as a subject matter expert in developing and 3 discussing what services to provide in the transition 4 agreement. 5 the divestiture and making sure that it goes smoothly. 6 Q. 7 potential anticompetitive harm in 16 of the 34 CMS regions? 8 A. Yes. 9 Q. Okay. I'm also the executive responsible for executing Now, are you aware that the government found But are you also aware that Aetna has agreed 10 to a total divestiture of its Part D assets in all regions? 11 A. Yes, we have. 12 Q. And how does that affect WellCare's ability to 13 compete? 14 A. 15 opportunity. 16 rather than just in the 16 or so that were found to be 17 competitively sensitive. 18 Q. 19 business to WellCare, are CVS and Aetna also providing 20 transition services? 21 A. Yes, we are. 22 Q. So, first, how is it that it has been decided which 23 services get provided to WellCare and what the timeline for 24 the transition is? 25 decisions and what are the decisions? Well, for WellCare, it is a nice -- it is a nice It gives them additional scale in every region Now, in addition to selling Aetna's whole Part D So, both, who has been making those PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 351 1 A. 2 negotiation worked with WellCare to establish both a timeline 3 and a set of services that would be necessary and desirable 4 to make a very smooth transition. 5 really based on the business cycle for Medicare Part D. 6 Sure. We, being Aetna and CVS, as part of the And the timing of that is So every year in the beginning of the year you do 7 your bid. You start your work maybe the previous year or 8 early in January. 9 June of each year. And that bid is filed the first Monday in Then you have preparing for open 10 enrollment. 11 take the summertime to prepare for it. 12 on October 1st. 13 of the next year, they come up kind of live in those new 14 plans that were filed in the first half of the year. 15 So open enrollment happens in the fall. Then people enroll. You And marketing starts And then on January 1st So when we looked at that natural business cycle, we 16 laid out a transition plan that said, okay, Aetna will 17 continue to run kind of all the core services, all the claims 18 processing and picking up the phones and servicing members, 19 doing everything that we have done for these members because 20 they had just elected the plans last fall, they had just 21 bought these plans. 22 the normal services. 23 So we are continuing to provide sort of In terms of the bid for 2020, because that is now 24 WellCare's business, they performed that activity. 25 not engaged in it because we and CVS are a competitor, so PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 Aetna was 352 1 they did their bid. 2 Now, in the fall, they will enroll people into those 3 new plans that they bid. 4 people will get their new ID cards, they will be a WellCare 5 member. 6 And effective the first of the year For the members, it is a very, very natural kind of 7 point in time to transition. So they will see that they're 8 moving from an Aetna plan to a WellCare plan. It is not 9 disruptive to them in the middle of the year. There aren't 10 unexpected changes. 11 very smooth and respectful of the member. 12 So it was really designed to make it The other thing about the transition is, because it 13 is Medicare business, it is of course regulated, and CMS also 14 reviewed and approved this plan. 15 Q. 16 of the transition services that are being provided? 17 A. 18 really get involved in who does what services, right? 19 what CMS gets involved in: 20 these beneficiaries? 21 disrupting them? 22 So did CVS approve the timing of the transition and Yeah. I mean CMS approved the way -- CMS doesn't But Are you doing the right thing for Are you treating them right? Are you CMS approved sort of the timeline of the plan and 23 when we would communicate with them about the different 24 changes. 25 Q. So to the extent that somebody might suggest that PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 353 1 only providing those transition services through the end of 2 calendar year 2019 is not sufficient in order to enable 3 WellCare to be a good and strong asset purchaser, how would 4 you respond to that? 5 A. 6 the business cycle. 7 it is a calendar year plan, it makes sense to run the 8 calendar year plan the way it has been running smoothly, not 9 to do some kind of mid-year transition that would be 10 potentially disruptive at a time when people are not 11 expecting a change. 12 there will be run-out services because sometimes a pharmacy 13 might send us a claim in January for a service that was 14 performed in December. 15 to support WellCare and support those members for a run-out. 16 But for the newly -- kind of newly defined plans for 17 WellCare's opportunity to market their plans and serve what 18 are now their members, January 1st is really the ideal time 19 to make that transition. 20 Q. 21 WellCare might not be able to handle such a massive increase 22 in insured lives. 23 A. 24 And part of the good news is that they do have an existing 25 sort of large-scale business themselves. Yeah, I would say that it doesn't align kind of with So when you look at the business cycle, But at the same time, going beyond that, We will have the ability to continue We also heard some concern yesterday that perhaps Sure. Could you speak to that? It certainly is a large block of business. So they're PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 354 1 accustomed to supporting this order of magnitude of lives. 2 They will have to scale certain operations. 3 are core services that are offered through the PBM. 4 working with their PBM partner, in this case CVS's PBM, they 5 should be able to scale to support that business. 6 been supporting it on behalf of Aetna, so they should be able 7 to support it on behalf of WellCare, as well. 8 Q. 9 yesterday to the effect that a PBM is like the engine of a Most of those In They have So on the topic of PBM's, we heard testimony 10 car and is responsible for things like benefit design and 11 that it could narrow its pharmacy network as a point of 12 leverage. 13 characterization. 14 A. 15 analogy for a lot of the -- kind of the high-volume 16 transaction processing that the PBM provides in support of 17 health plans. 18 car, the engine doesn't design the car. 19 health plan as designing the car. 20 decide what our plan design is going to be. 21 type of premium we want to charge. 22 benefits we want to offer. 23 work with them to determine how best to deliver that. 24 terms of the decision-making, we are the contract holder with 25 CMS. So can you speak to the accuracy of that Sure. I mean -- I think the engine is a great But the engine of the car, it is part of the We file the plans. I think of the We, as Aetna in this case, We decide what We decide what type of We do consult with the PBM and We take input from the PBM. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 But in But 355 1 mostly the PBM takes direction from us and executes on that 2 direction to deliver the service and deliver the plan to our 3 members. 4 THE COURT: Direction in what sense? 5 THE WITNESS: Well, direction in terms of what the 6 plan is. 7 premium is $15, the tier 1 cost share is zero, the tier 2 8 cost share is $5. 9 parameters. 10 So we communicate to them and say, okay, the Kind of all of those different plan We would also would give them direction on policies. 11 So we might say, for a particular drug, we're going to 12 require prior authorization on that drug because we want to 13 have validation from the doctor that it is medically 14 necessary. 15 16 17 THE COURT: So what is it that they're doing to compete with one another to try to get your contract? What is it that they are offering you in competition 18 with others -- and I might add, unknown competition since 19 they don't see the other bids -- what is it that they are 20 offering you that they can provide you to hopefully meet your 21 goals and parameters? 22 THE WITNESS: So they do have to be -- since our 23 customer is very price sensitive, we have to be very price 24 sensitive. 25 both on the cost to deliver their services, as well as the So one thing is price. And we do evaluate them PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 356 1 value that they can help us derive both from the pharmacy 2 network and the formulary, as others have talked about. 3 We also, as a Medicare plan, we are very, very, very 4 focused on compliance and on their ability to truly execute 5 against all of the technical requirements that Medicare 6 places on us because we have to hold them accountable. 7 THE COURT: 8 THE WITNESS: 9 Compliance with what? Paperwork? Well, the regulations are typically not executed in paperwork because it is a very high-speed, 10 technical online processing environment. 11 in claims processing, there are all kinds of different 12 Medicare rules that apply to processing a claim. 13 claim is in a deductible phase, it has to process a certain 14 way. 15 levels of low-income. 16 differentiate different cost sharing for those different 17 levels of subsidy. So if the If it is for a low-income member -- there are different 18 19 But, for example, THE COURT: The PBM has to be able to Some PBMs are better at processing these kinds of things? 20 THE WITNESS: Some PBMs are better at processing than 21 others. Some have a better track record at compliance than 22 others. It is a very key consideration for us as a Medicare 23 plan because that is how CMS judges are. 24 25 THE COURT: How about network of available pharmacies? PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 357 1 2 THE WITNESS: Network of available pharmacies is very important, yes. 3 THE COURT: They submit to you prices, price 4 structure, network of available pharmacies, and they submit 5 to you their track record of compliance? 6 THE WITNESS: Yep. Or we perform due diligence, go 7 and do site visits, kind of kick the tires, so to speak, on 8 their operations and make sure that we see that they can do 9 what they might be presenting to us they can do. 10 THE COURT: You don't give them guidance on how to 11 conduct negotiations with the wholesalers and manufacturers, 12 do you? 13 THE WITNESS: We don't give them guidance on how to 14 perform their negotiations. But we do, as a large health 15 plan, we definitely customize our formularies, and we 16 customize our network. 17 if you want us to put drug X on the formulary on a certain 18 tier, we need you to get it to price point of Y. 19 get it there, great, we'll act on that. 20 there, if you can't get it there, then we're going to go a 21 different direction. So we might say to them, for example, If you can If we can't get it 22 So we will give them sort of expectations of what we 23 need in conjunction with everything else that we're packaging 24 into our plan, is going to give us the competitive position 25 that we think we need when we file our bid. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 358 1 2 THE COURT: Do you have any influence over the PBM bidder as to what fee that company will be able to charge? 3 THE WITNESS: Well, we want the fee to be as low as 4 we can get it. 5 part of a contract negotiation. 6 7 THE COURT: THE WITNESS: negotiate it. We can't dictate that. 11 BY MR. PITT: Thank you. 12 Q. 13 from a PBM? 14 A. 15 look at other price points. 16 THE COURT: 19 We would That's right. THE COURT: 18 Absolutely. But you can't dictate that, you have to 10 17 Absolutely. negotiate it? 8 9 So we definitely would negotiate those as How do you know whether you're getting a good deal We do have the ability to go out to the market and When you do that -- I've heard it is a black box -- how do you get that confidential information? THE WITNESS: Well, you know, if they want to bid on the business, they have to provide information. 20 THE COURT: They do market checks; right? 21 THE WITNESS: 22 THE COURT: 23 THE WITNESS: 24 THE COURT: 25 THE WITNESS: Yes. Every few years. Yes. Yes. They participate in that? Yeah. And the market check is very PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 359 1 much -- it is kind of the same thing as going out to bid. It 2 is the same process. 3 evaluating what services you're going to get for the pricing 4 that they're willing to offer you. 5 check is a good mechanism. You're asking for pricing, and you're So, yeah, the market 6 We also have access to things like -- 7 THE COURT: How about rebates; do you have any 8 control over what rebates they're going to get from the 9 manufacturers and the wholesalers? 10 THE WITNESS: 11 THE COURT: 12 THE WITNESS: I don't know if I would say control. Input. We have expectations. 13 have expectations and input. 14 THE COURT: 15 THE WITNESS: Absolutely. We What does that mean, expectations? Well, we would say, for example, if I 16 note that I got a rebate level of X in 2018, I would have an 17 expectation that they should be able to improve on that for 18 2019. 19 what we've been able to achieve and what our PBM partners 20 have been able to achieve year over year. 21 So I have a history, as do all plans. But we know We also know what is coming in the drug pipeline, 22 what might be going generic or what new brands might be 23 launching. 24 down on what you can expect. 25 reasonable and appropriate, and we probably push harder on That is always going to have an influence up or So we model what we think is PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 360 1 that than -- you know, because we want to get the best that 2 we can possibly get. 3 and modeling so we can form our own opinions about what's 4 competitive and what's expected for us to stay competitive 5 versus just sort of take what they give us. But we absolutely do our own analysis 6 THE COURT: Okay. 7 BY MR. PITT: 8 Q. And do you also make use of consultants, or can you 9 make use of consultants in that process? 10 A. We can. Many of our customers routinely use 11 consultants, particularly the employer groups and other 12 health plans. 13 check because we just have a lot of experience and we have a 14 lot of our own analysis within our walls. 15 not choose to take advantage of those resources depending on 16 the situation. 17 Q. 18 CVS Caremark for its PBM services. 19 competes with SilverScript, which is CVS's PDP plan; right? 20 A. That's right. 21 Q. And how, if at all, has that dynamic affected the 22 competitiveness of WellCare's individual PDP business in the 23 past? 24 A. 25 competed with SilverScript, as does WellCare, as do the other We may or may not use consultants in a market So we may or may Now, we have discussed, I think, that WellCare uses You know, it hasn't. But WellCare also Both Aetna pre-acquisition PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 361 1 health plan clients that CVS PBM supports. And, you know, we 2 do have an -- we all have seen our results. 3 has been very competitive. 4 competitive. 5 competitive cost structure using CVS as a PBM, a variety of 6 us have. 7 view. 8 Q. 9 from affecting CVS Caremark's relationships with other Part D So I think Aetna WellCare has been very And we have been successful in having a So it's really not been a negative from my point of How does CVS prevent its ownership of SilverScript 10 customers? 11 A. 12 firewalls to make sure that the client, whether it is Aetna 13 or WellCare or another client, that that client's data and 14 competitively sensitive information is not shared with anyone 15 else. 16 shared with other people within the PBM who service those 17 other clients. 18 can have access to a given client's competitively sensitive 19 information. 20 Yeah, the PBM is very careful in how they apply It is not shared with other clients, and it is not So it is very limited number of people who THE COURT: Who polices that? Who is it within the 21 company of the PBM that makes sure, kind of like an IG, who 22 makes sure that the firewalls aren't being breached or that 23 they aren't in some way being taken advantage of? 24 25 THE WITNESS: policies. The firewall policies are corporate So corporate legal has kind of vetted those with PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 362 1 the different businesses. 2 that have firewalls that have to be managed are educated on 3 those every year. 4 through. 5 of -- it's not just the honor system, there's also technical 6 barriers. 7 isolated in a specific database, and only certain people who 8 are approved to have access to that data have permission to 9 access that data, and those access controls are reviewed on a 10 Employees who work in the segments So there's annual training that people go And there's also technical -- there is sort From an IT standpoint, a client's data would be regular basis, as well. 11 THE COURT: The negotiation team is limited to 12 certain people who have access, and others can't have 13 access to it? 14 THE WITNESS: 15 BY MR. PITT: That's right. That's right. 16 Q. 17 its firewalls remain unpenetrated? 18 A. 19 successful if they're able to serve multiple different 20 clients who do need those same services and who compete with 21 one another. 22 assurance that their data is going to be kind of sacrosanct, 23 if they can't do that, they're not going to be successful in 24 this business. 25 Is it also in CVS's financial interest to ensure that Yeah, absolutely. As a PBM, the PBM can only be If the PBM is unable to give their clients MR. PITT: I have no further questions unless Your PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 363 1 Honor has further questions for the witness. 2 3 THE COURT: the witness? 4 5 Mr. Owen, do you have any questions for MR. OWEN: No questions from the United States, Your Honor. 6 THE COURT: 7 THE WITNESS: 8 THE COURT: 9 (Witness excused) 10 THE COURT: Very good. You're excused. Thank you. Thank you. All right. Counsel, I will give the very 11 able reporters who have been covering these hearings a week 12 or two to get their transcripts in final form, and you all 13 will have access to them, obviously. 14 you a period of time -- I haven't figured out the exact 15 schedule yet -- but I will give you a period of time to 16 supplement your briefs with anything that came out of these 17 hearings that you think would be advantageous, helpful to 18 your arguments that you have already made either in favor of 19 the entry of Final Judgment or in opposition to the entry of 20 Final Judgment. 21 and a schedule for oral arguments. 22 from all three parts of the puzzle here, although I think my 23 guess is that the CVS Aetna, they have the same interests, so 24 it will probably be just them and the Department of Justice. 25 So two here and one here. And then I will give And then I will set a day for oral arguments I will hear arguments On the amicus side, they will have PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 364 1 to give some thought about having one party speak for the 2 others since they have common interests, too, but we'll think 3 about that. 4 I'm thinking that the oral arguments will probably be 5 in July. It is going to take at least a week-plus, maybe a 6 week and a half to finalize these transcripts, and then give 7 you all a week and a half to two weeks to do whatever 8 supplemental briefing you want to do, and then probably set 9 the oral arguments sometime in the second or third week of 10 July. 11 own schedule. 12 effect. 13 I haven't figured that out yet. I have to look at my So be on the lookout for an order to that As much as I would like to negotiate the busy 14 schedule of all the lawyers in this room, I can't. So I will 15 pick a date that I think will work for as many of you as 16 possible, but I will not be in a position to negotiate the 17 actual day and time. 18 for the arguments. 19 afternoon of a particular day sometime in July. We're going to need a few hours of time So I will probably be blocking off an 20 For those of you who have made arrangements to be in 21 Nantucket or Martha's Vineyard, you might want to re-evaluate 22 that. 23 24 25 MR. OWEN: Your Honor, I have an additional matter, if I may. THE COURT: You always have another matter, Mr. Owen. PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 365 1 It better be important. 2 MR. OWEN: 3 THE COURT: 4 MR. OWEN: Yes, it is important, Your Honor. What does it relate to? Your Honor, it relates to the fact that 5 there have been multiple inaccuracies that remain on the 6 record here, and the United States would like to request an 7 opportunity to potentially call additional witnesses and 8 present its full rebuttal case. 9 10 THE COURT: Mr. Owen, put it in the form of a motion, lay it out jot and tittle. 11 It will give you something to do, okay? 12 And then we will see what the opposing parties have 13 14 to say, if anything, if they want to oppose it. But the Court is not inclined at the moment anyway to 15 open this back up. This was done for the purpose, as I 16 expressed to you on a number of occasions, to assist the 17 Court in evaluating this case. 18 Mr. Owen. 19 distinction. This is not a trial, You seem to have difficulty in understanding the 20 We stand in recess. 21 (Proceedings adjourned at 5:03 p.m.) 22 23 24 25 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 366 1 CERTIFICATE OF OFFICIAL COURT REPORTER 2 3 I, Patricia A. Kaneshiro-Miller, certify that the 4 foregoing is a correct transcript from the record of 5 proceedings in the above-entitled matter. 6 7 8 9 /s/ Patricia A. Kaneshiro-Miller ---------------------------------PATRICIA A. KANESHIRO-MILLER June 6, 2019 --------------------DATE 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 367 2019 [4] - 294:7, 353:2, 359:18, 366:8 202 [1] - 295:25 2020 [1] - 351:23 2021 [1] - 315:2 20530 [1] - 294:18 20815 [1] - 295:22 22 [2] - 328:23, 329:2 26 [1] - 343:24 297 [1] - 296:5 2:58 [1] - 297:2 2C [1] - 295:11 $ $119 [1] - 331:22 $15 [1] - 355:7 $25,000 [1] - 319:2 $3,000 [1] - 331:19 $39 [1] - 331:22 $5 [1] - 355:8 / 8 80 [1] - 303:17 8030 [1] - 295:22 9 9 [1] - 315:14 90 [1] - 328:24 900 [1] - 315:14 90013 [1] - 294:21 /s [1] - 366:8 A 3 0 03801 [1] - 295:11 1 1 [1] - 355:7 1,500 [5] - 313:17, 315:1, 330:13, 330:22, 331:1 1.1 [1] - 340:14 1.6 [1] - 340:16 10 [1] - 333:18 10,000 [1] - 309:1 10-minute [2] - 316:10, 336:3 1110 [1] - 295:19 12,000 [1] - 340:5 12th [1] - 295:8 15 [2] - 313:24, 333:5 150,000 [1] - 341:25 159 [1] - 295:10 16 [2] - 350:7, 350:16 1720 [1] - 294:20 17th [1] - 295:16 18 [2] - 333:5, 340:5 18-2340 [1] - 294:5 180 [1] - 314:10 19 [4] - 319:17, 320:7, 320:12, 343:24 1900 [1] - 295:5 19103-4196 [1] - 295:17 1994 [1] - 338:20 1st [5] - 320:17, 338:14, 351:12, 353:18 2 2 [3] - 294:8, 325:16, 355:7 2.5 [1] - 342:8 20 [3] - 298:4, 333:6, 335:12 200 [1] - 340:4 200/120 [1] - 316:13 20001 [1] - 295:25 20005 [2] - 295:8, 295:20 20006 [1] - 295:6 2006 [3] - 338:14, 345:2, 345:5 2010 [3] - 337:3, 337:6, 348:16 2017 [1] - 337:7 2018 [1] - 359:16 3 [3] - 312:10, 313:15, 315:25 3-year [1] - 326:11 30 [2] - 295:16, 333:6 300 [1] - 294:20 300,000 [2] - 302:2, 312:8 32399-1050 [1] - 294:23 330 [1] - 295:13 333 [1] - 295:24 336 [1] - 296:6 34 [1] - 350:7 354-3243 [1] - 295:25 4 4 [3] - 312:9, 315:20, 342:9 40 [2] - 328:9, 333:20 450 [1] - 294:17 4700A [1] - 295:24 5 5 [3] - 294:7, 316:10, 340:6 5-0 [2] - 332:12, 332:13 50 [3] - 303:10, 317:20, 332:10 50,000 [1] - 335:2 500,000 [1] - 341:25 5:03 [1] - 365:21 6 6 [3] - 320:21, 320:22, 366:8 60 [1] - 310:13 60,000 [1] - 335:3 60611 [1] - 295:14 66 [1] - 315:15 7 7 [2] - 333:4 7,900 [1] - 327:20 70 [2] - 310:15, 312:10 715 [1] - 295:19 725 [1] - 295:8 75 [2] - 310:15, 315:16 ability [14] - 312:14, 317:13, 319:21, 319:25, 321:10, 323:13, 323:17, 324:21, 342:18, 347:19, 350:12, 353:14, 356:4, 358:14 able [24] - 306:9, 311:9, 312:16, 314:3, 315:4, 315:5, 315:23, 318:8, 326:5, 328:19, 328:22, 346:23, 347:15, 347:16, 353:21, 354:5, 354:6, 356:15, 358:2, 359:17, 359:19, 359:20, 362:19, 363:11 above-entitled [1] - 366:5 absolute [2] - 327:22, 328:15 absolutely [9] - 300:21, 304:10, 327:8, 349:9, 358:5, 359:12, 360:2, 362:18 access [18] - 297:21, 299:24, 303:14, 303:23, 304:1, 312:3, 327:19, 328:5, 332:21, 335:8, 359:6, 361:18, 362:8, 362:9, 362:12, 362:13, 363:13 accident [1] - 310:9 accomplish [1] - 311:21 accordance [1] - 301:2 according [1] - 334:10 account [2] - 342:4, 346:25 accountable [1] - 356:6 accounts [1] - 349:17 accrue [2] - 329:10, 329:11 accuracy [1] - 354:12 accustomed [1] - 354:1 achieve [4] - 312:23, 341:3, 359:19, 359:20 acquired [1] - 348:21 acquiring [1] - 341:15 acquisition [3] - 340:17, 342:11, 360:24 act [2] - 326:25, 357:19 Action [1] - 295:18 action [2] - 312:18, 314:13 active [1] - 311:11 activity [1] - 351:24 acts [1] - 300:22 actual [1] - 364:17 actuarial [1] - 345:15 acuity [1] - 303:7 acute [3] - 303:8, 310:8, 310:16 add [3] - 316:24, 326:8, 355:18 added [5] - 314:2, 337:7, 340:15, PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 368 340:18, 342:8 adding [1] - 326:6 addition [3] - 329:15, 337:12, 350:18 additional [8] - 326:6, 337:9, 342:12, 342:14, 350:15, 364:23, 365:7 address [1] - 311:24 adds [1] - 349:15 adherence [4] - 300:2, 302:14, 334:3, 335:20 adjourned [1] - 365:21 administer [1] - 301:4 administered [1] - 301:18 administrative [4] - 301:8, 301:22, 324:2, 335:16 admittedly [1] - 315:19 adults [1] - 310:13 advance [3] - 317:14, 338:15, 340:24 advanced [1] - 312:12 Advantage [7] - 337:20, 337:22, 337:24, 339:2, 344:17, 344:18, 345:13 advantage [4] - 327:3, 327:11, 360:15, 361:23 advantageous [1] - 363:17 advantages [1] - 319:8 aegis [1] - 302:22 Aetna [70] - 297:24, 301:23, 301:25, 304:22, 305:3, 305:18, 306:15, 306:17, 306:19, 306:20, 306:25, 307:13, 307:23, 308:5, 308:15, 310:3, 312:3, 317:6, 318:7, 318:16, 319:11, 319:17, 320:10, 320:12, 320:18, 326:2, 327:1, 327:14, 327:24, 328:10, 328:12, 328:19, 328:23, 329:2, 330:2, 330:7, 331:5, 336:24, 337:2, 337:3, 337:5, 337:11, 338:18, 339:3, 339:11, 340:7, 341:15, 341:22, 342:7, 343:9, 346:23, 346:24, 346:25, 347:1, 347:13, 348:14, 348:17, 350:1, 350:9, 350:19, 351:1, 351:16, 351:24, 352:8, 354:6, 354:19, 360:24, 361:2, 361:12, 363:23 Aetna's [13] - 305:1, 307:10, 308:6, 329:10, 337:17, 339:19, 340:17, 341:21, 347:13, 347:25, 348:1, 348:4, 350:18 affect [1] - 350:12 affected [1] - 360:21 affecting [1] - 361:9 Afternoon [1] - 294:9 AFTERNOON [1] - 297:1 afternoon [4] - 297:12, 330:21, 336:21, 364:19 aggregate [1] - 324:8 ago [5] - 301:23, 307:21, 308:21, 318:2, 333:18 agree [3] - 318:10, 346:20, 347:2 agreed [1] - 350:9 agreement [1] - 350:4 agreements [1] - 302:21 Aid [1] - 343:10 AIDS [1] - 295:15 aisle [1] - 316:6 al [2] - 294:4, 294:8 ALAN [2] - 296:5, 297:7 Alan [3] - 295:21, 297:5, 297:14 Albertsons [1] - 328:1 align [1] - 353:5 Allen [1] - 295:12 allowed [2] - 317:14, 346:9 almost [3] - 313:8, 319:13, 335:1 alternative [2] - 331:14, 332:7 altogether [1] - 307:21 Alvarado [1] - 294:16 Alvarado-Rivera [1] - 294:16 ameliorate [1] - 332:9 AMERICA [1] - 294:4 American [3] - 295:9, 298:9, 314:20 AMERICAN [1] - 295:13 amicus [1] - 363:25 amount [4] - 301:7, 313:7, 326:19, 345:21 analogy [3] - 306:14, 328:12, 354:15 analysis [2] - 360:2, 360:14 analytic [1] - 312:5 analytics [2] - 312:17, 313:4 Andre [1] - 295:18 anecdote [1] - 317:1 anecdotes [4] - 315:19, 316:20, 316:24 Angeles [1] - 294:21 announced [4] - 303:16, 313:16, 330:13, 330:14 announcement [2] - 330:22, 349:3 annual [4] - 320:17, 340:13, 340:15, 362:3 answer [9] - 308:4, 319:23, 321:11, 321:12, 321:23, 321:25, 322:2, 327:21, 345:20 Anthem [2] - 326:1, 339:1 antibiotic [1] - 334:1 antibiotics [1] - 334:2 anticompetitive [1] - 350:7 Antitrust [1] - 294:17 anyway [1] - 365:14 apnea [1] - 314:6 Appearances [1] - 294:25 APPEARANCES [2] - 294:13, 295:2 apples [2] - 344:2 apples-to-apples [1] - 344:2 application [1] - 298:22 apply [2] - 356:12, 361:11 appropriate [3] - 316:17, 335:8, 359:25 approve [1] - 352:15 approved [4] - 352:14, 352:17, 352:22, 362:8 area [5] - 298:3, 317:9, 321:2, 338:11, 341:12 areas [3] - 298:1, 300:13, 305:25 arena [2] - 307:17, 307:23 argument [1] - 313:10 arguments [7] - 363:18, 363:20, 363:21, 364:4, 364:9, 364:18 arm [1] - 346:15 arrangement [2] - 313:12, 348:15 arrangements [1] - 364:20 aspect [1] - 345:24 asset [2] - 339:10, 353:3 assets [8] - 297:19, 309:21, 339:19, 340:9, 340:19, 341:15, 342:18, 350:10 assist [1] - 365:16 assistants [1] - 303:20 Association [3] - 295:10, 298:9, 314:21 ASSOCIATION [1] - 295:13 assume [1] - 323:21 assuming [1] - 304:16 assurance [3] - 315:4, 333:2, 362:22 attack [1] - 310:9 ATTORNEY [2] - 294:19, 294:22 attractive [2] - 341:7, 349:15 audit [1] - 345:23 audited [1] - 345:25 authority [1] - 302:20 authorization [1] - 355:12 avail [1] - 329:13 availability [1] - 322:18 available [7] - 314:20, 340:25, 343:19, 345:19, 356:24, 357:1, 357:4 Avenue [2] - 295:19, 295:24 average [4] - 313:14, 314:1, 335:1, 338:8 avoid [3] - 310:19, 310:20, 318:23 avoiding [1] - 331:19 aware [2] - 350:6, 350:9 awareness [1] - 331:14 awful [1] - 316:11 B Bachelor's [2] - 298:16, 339:5 background [2] - 298:15, 339:4 bad [2] - 311:12, 325:18 bag [3] - 317:22, 317:23, 318:22 Balto [1] - 295:21 BALTO [1] - 295:21 bargaining [2] - 319:21, 319:24 Barlow [1] - 295:18 BARLOW [1] - 295:18 barriers [3] - 302:15, 302:16, 362:6 base [1] - 342:19 based [10] - 300:19, 317:5, 323:13, 324:13, 325:11, 328:17, 342:25, 346:4, 347:10, 351:5 basic [1] - 299:16 basis [5] - 314:15, 315:14, 323:9, 344:2, 362:10 become [3] - 311:11, 332:17, 340:20 becoming [1] - 340:25 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 369 BEFORE [1] - 294:11 beginning [2] - 340:23, 351:6 behalf [4] - 299:23, 300:22, 354:6, 354:7 behavior [4] - 310:18, 310:24, 311:10, 312:16 belief [2] - 310:23, 317:13 beliefs [1] - 301:2 believes [1] - 324:5 belly [2] - 315:22, 316:4 beneficiaries [5] - 338:5, 341:9, 343:4, 347:10, 352:20 beneficiary [1] - 343:25 benefit [13] - 298:4, 299:8, 299:12, 300:2, 300:22, 329:23, 329:24, 337:24, 338:25, 341:7, 345:15, 354:10 benefited [1] - 315:10 benefits [9] - 301:24, 309:7, 329:7, 329:10, 330:1, 341:6, 343:17, 354:22 best [10] - 299:19, 312:18, 313:5, 314:13, 324:17, 324:25, 326:17, 344:4, 354:23, 360:1 better [12] - 300:7, 305:10, 313:11, 322:16, 325:7, 329:9, 329:17, 332:18, 356:18, 356:20, 356:21, 365:1 between [11] - 298:7, 299:24, 310:15, 310:16, 318:24, 320:6, 327:22, 327:23, 331:22, 333:6, 337:22 beyond [2] - 299:7, 353:11 bid [12] - 323:13, 324:4, 345:17, 349:3, 351:7, 351:8, 351:23, 352:1, 352:3, 357:25, 358:18, 359:1 bidder [1] - 358:2 bidding [1] - 349:20 bids [3] - 340:23, 340:24, 355:19 big [8] - 309:13, 310:5, 320:5, 330:6, 330:18, 335:22, 347:1 bigger [2] - 309:23, 314:3 biggest [1] - 334:5 bill [1] - 300:15 billion [1] - 340:5 Biochemistry [1] - 298:17 bit [8] - 302:5, 303:2, 329:8, 331:18, 339:9, 342:22, 348:7, 348:10 black [1] - 358:17 blind [1] - 324:9 blindness [1] - 316:3 block [1] - 353:23 blocking [1] - 364:18 blood [5] - 302:23, 311:6, 314:5, 316:12, 316:16 Blue [2] - 308:13, 308:14 Blues [1] - 343:12 blurs [1] - 307:21 book [3] - 306:15, 306:17, 349:15 bought [1] - 351:21 box [1] - 358:17 Bradley [1] - 295:7 Brady [1] - 294:22 brand [9] - 323:25, 346:22, 347:6, 347:8, 347:13, 347:15, 347:22, 347:23 branded [1] - 299:20 brands [1] - 359:22 breached [1] - 361:22 break [1] - 310:9 briefing [1] - 364:8 briefly [1] - 298:14 briefs [1] - 363:16 bring [4] - 305:10, 306:15, 311:7, 349:4 bringing [1] - 330:10 broaden [1] - 331:9 broader [1] - 335:21 broken [1] - 326:2 Brook [1] - 298:18 brought [2] - 316:13, 330:3 buckets [1] - 309:13 bucks [1] - 332:1 build [6] - 313:17, 314:16, 319:7, 330:25, 331:14, 338:15 building [1] - 315:1 built [1] - 314:25 bullets [2] - 311:5, 311:6 bundle [1] - 344:19 burden [1] - 310:13 business [74] - 300:4, 300:19, 300:24, 304:9, 304:12, 304:13, 304:14, 304:21, 304:22, 304:24, 305:5, 305:6, 305:23, 306:10, 306:13, 306:15, 306:17, 306:19, 306:25, 307:6, 307:12, 319:9, 320:20, 320:23, 321:9, 322:13, 323:13, 323:16, 326:13, 326:24, 326:25, 327:13, 327:17, 327:24, 329:1, 335:13, 337:18, 337:19, 340:8, 340:11, 340:12, 340:17, 342:7, 342:9, 342:16, 342:17, 345:24, 346:2, 346:5, 346:8, 346:16, 347:1, 347:18, 347:25, 348:25, 349:13, 349:15, 349:16, 350:1, 350:19, 351:5, 351:15, 351:24, 352:13, 353:6, 353:23, 353:25, 354:5, 358:19, 360:22, 362:24 Business [3] - 337:1, 337:7, 337:11 businesses [3] - 339:2, 346:10, 362:1 busy [1] - 364:13 button [1] - 344:9 buyer [2] - 346:18, 347:3 BY [9] - 297:11, 309:5, 322:6, 329:5, 334:11, 336:20, 358:11, 360:7, 362:15 C CA [1] - 294:21 calendar [3] - 353:2, 353:7, 353:8 California [1] - 294:19 camera [1] - 317:12 cameras [1] - 314:5 capabilities [4] - 297:19, 305:11, 341:1, 341:12 capable [4] - 327:19, 339:25, 341:13, 346:15 capacity [1] - 349:18 Capitol [2] - 294:23, 308:12 car [6] - 310:9, 354:10, 354:17, 354:18, 354:19 cardiologist [2] - 298:2, 298:8 cards [3] - 331:23, 331:24, 352:4 care [26] - 297:21, 301:14, 301:16, 302:6, 302:8, 303:8, 303:11, 303:12, 303:19, 304:2, 311:11, 315:25, 316:4, 317:9, 322:7, 330:20, 331:12, 331:14, 331:16, 332:7, 332:9, 332:11, 332:14, 332:18 careful [1] - 361:11 Caremark [27] - 301:21, 304:6, 305:1, 305:2, 305:14, 305:19, 306:8, 307:3, 323:1, 327:23, 327:25, 328:6, 328:11, 328:20, 328:24, 330:8, 334:13, 334:16, 348:15, 348:23, 348:24, 349:6, 360:18 Caremark's [1] - 361:9 case [5] - 349:22, 354:4, 354:19, 365:8, 365:17 Casey [1] - 295:15 cash [1] - 331:24 Centene [1] - 308:12 Center [1] - 298:19 centers [2] - 328:3, 331:16 certain [13] - 300:4, 302:19, 325:24, 326:4, 327:10, 345:15, 345:21, 345:22, 354:2, 356:13, 357:17, 362:7, 362:12 certainly [6] - 308:1, 308:3, 317:11, 341:16, 342:14, 353:23 certainty [1] - 303:23 CERTIFICATE [1] - 366:1 certify [1] - 366:3 chain [4] - 315:18, 319:1, 335:7, 338:23 chair [1] - 314:22 challenge [1] - 313:13 change [7] - 310:24, 311:1, 311:10, 312:16, 342:5, 349:17, 353:11 changed [1] - 337:5 changes [3] - 316:2, 352:10, 352:24 changing [1] - 310:18 channels [2] - 306:11, 312:19 characteristics [1] - 339:12 characterization [1] - 354:13 characterize [2] - 340:10, 343:1 charge [2] - 354:21, 358:2 Chase [1] - 295:22 check [4] - 326:14, 358:25, 359:5, 360:13 checks [4] - 326:10, 326:14, 358:20 cheek [1] - 304:15 Chevy [1] - 295:22 Chicago [1] - 295:14 Chief [1] - 297:16 choose [6] - 305:18, 326:7, 326:9, 343:25, 348:25, 360:15 choosing [2] - 333:16, 335:14 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 370 Christopher [1] - 295:15 chronic [10] - 309:2, 310:6, 310:12, 310:14, 310:17, 311:2, 317:7, 322:7, 330:4 Cigna [3] - 338:15, 338:24, 343:9 CIO [1] - 338:24 City [1] - 298:3 Civil [1] - 294:5 claim [4] - 345:21, 353:13, 356:12, 356:13 claims [4] - 312:4, 345:23, 351:17, 356:11 class [1] - 312:5 clear [2] - 307:25, 347:21 clearly [1] - 305:12 client [4] - 326:12, 349:18, 361:12, 361:13 client's [3] - 361:13, 361:18, 362:6 clients [8] - 305:6, 305:7, 330:8, 361:1, 361:15, 361:17, 362:20, 362:21 clinic [1] - 331:16 clinical [1] - 300:1 clinics [2] - 314:4, 333:11 close [5] - 309:11, 309:18, 311:3, 332:20, 335:2 closely [3] - 336:13, 337:15, 339:14 closer [2] - 311:7, 316:22 CMS [16] - 343:18, 343:19, 344:20, 345:17, 345:18, 345:23, 345:25, 346:11, 350:7, 352:13, 352:17, 352:19, 352:22, 354:25, 356:23 co [3] - 300:18, 311:19, 329:18 co-pay [2] - 311:19, 329:18 co-pays [1] - 300:18 coinsurance [1] - 329:19 cold [2] - 303:7, 333:20 collaborative [1] - 302:21 College [1] - 298:12 COLUMBIA [1] - 294:2 Columbia [2] - 298:13, 298:20 combination [6] - 304:1, 309:21, 311:23, 317:13, 325:11, 333:10 combinations [1] - 301:5 combine [1] - 297:20 combined [1] - 330:4 comfortable [2] - 344:9, 344:12 coming [1] - 359:21 commercial [9] - 313:3, 345:11, 346:2, 346:5, 346:8, 346:15, 347:1, 347:17, 347:18 commercially [2] - 313:12, 318:8 committed [1] - 315:1 committee [1] - 323:12 common [1] - 364:2 communicate [2] - 352:23, 355:6 communicated [1] - 312:20 communities [1] - 311:8 community [2] - 314:20, 316:22 companies [9] - 305:17, 309:21, 311:21, 311:24, 319:16, 324:23, 324:24, 338:22, 339:12 company [8] - 318:12, 318:15, 321:5, 322:13, 331:6, 340:4, 358:2, 361:21 comparable [1] - 348:11 compare [6] - 341:20, 343:16, 344:3, 344:20, 348:1, 348:4 compared [3] - 315:18, 341:25, 344:1 comparing [1] - 347:9 compete [10] - 304:22, 305:17, 307:17, 339:13, 344:15, 344:17, 349:13, 350:13, 355:16, 362:20 competed [1] - 360:25 competes [2] - 323:16, 360:19 competing [4] - 307:9, 307:13, 307:22 competition [7] - 306:11, 324:23, 324:25, 343:1, 349:4, 355:17, 355:18 competitive [21] - 304:12, 320:19, 323:22, 326:19, 341:2, 341:14, 341:18, 342:20, 342:24, 343:3, 346:13, 347:19, 349:10, 349:20, 357:24, 360:4, 361:3, 361:4, 361:5 competitively [4] - 342:1, 350:17, 361:14, 361:18 competitiveness [2] - 346:5, 360:22 competitor [7] - 306:24, 324:22, 343:11, 343:14, 343:15, 344:25, 351:25 competitors [10] - 305:2, 305:14, 308:6, 308:9, 308:15, 327:19, 339:14, 339:17, 343:6, 343:11 competitors' [1] - 348:1 complaining [1] - 315:22 complete [2] - 300:12, 312:3 complex [1] - 301:19 complexity [1] - 301:8 compliance [5] - 306:2, 356:4, 356:7, 356:21, 357:5 compliance-dependent [1] - 306:2 component [1] - 312:21 components [1] - 337:17 comprehensive [2] - 300:4, 318:4 Computer [1] - 339:6 conceived [1] - 338:13 concentration [1] - 317:7 concept [1] - 329:25 concern [1] - 353:20 concerned [1] - 307:19 concerns [2] - 331:4, 334:12 conditions [3] - 309:2, 315:24, 342:24 conduct [1] - 357:11 confident [1] - 333:23 confidential [1] - 358:17 conjunction [1] - 357:23 connect [3] - 299:8, 299:9, 318:18 connecting [1] - 316:21 connection [1] - 330:1 CONNOLLY [1] - 295:7 conscious [3] - 338:7, 341:9 conservation [1] - 334:1 consideration [1] - 356:22 considering [1] - 297:24 Constitution [1] - 295:24 construct [2] - 299:22, 301:1 constructions [2] - 301:5, 301:6 consult [1] - 354:22 consultants [5] - 304:13, 360:8, 360:9, 360:11, 360:12 Consumer [1] - 295:18 consumer [1] - 320:24 consumers [2] - 343:16, 344:6 contact [1] - 315:8 continue [3] - 348:25, 351:17, 353:14 continued [1] - 294:25 CONTINUED [1] - 295:2 continuing [3] - 305:8, 308:16, 351:21 continuity [1] - 345:3 contract [12] - 313:14, 320:3, 320:4, 325:5, 325:9, 326:11, 326:12, 329:13, 354:24, 355:16, 358:5 contracting [4] - 325:3, 326:3, 327:25, 330:23 contracts [5] - 320:18, 326:2, 346:7, 346:9 contractual [2] - 320:11, 325:23 contradictory [2] - 302:12, 317:25 contributes [1] - 342:19 control [4] - 300:17, 325:25, 359:8, 359:10 controls [2] - 311:14, 362:9 convenience [2] - 299:25, 303:23 convenient [2] - 304:1, 311:8 copies [1] - 345:22 core [5] - 308:20, 308:21, 309:12, 351:17, 354:3 corporate [3] - 305:3, 361:24, 361:25 CORPORATION [1] - 294:7 correct [18] - 300:20, 304:7, 307:11, 307:18, 308:18, 323:19, 323:21, 324:6, 324:11, 324:12, 327:4, 327:12, 327:15, 340:20, 346:2, 347:23, 347:24, 366:4 cost [22] - 297:21, 300:15, 304:1, 309:14, 310:11, 311:9, 311:13, 311:16, 311:17, 311:19, 313:9, 325:15, 333:7, 341:4, 341:9, 341:18, 342:20, 355:7, 355:8, 355:25, 356:16, 361:5 cost-competitive [1] - 341:18 cost-conscious [1] - 341:9 costs [9] - 297:22, 309:16, 310:22, 313:10, 315:5, 318:14, 324:2, 325:16, 329:20 cough [2] - 303:7, 333:20 counsel [1] - 363:10 counseling [1] - 302:13 counterparts [1] - 337:15 country [5] - 310:7, 310:13, 310:15, 313:18, 328:25 couple [10] - 298:6, 299:13, 299:14, 315:11, 315:19, 317:4, 332:1, 334:18, PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 371 338:22, 348:13 course [5] - 322:11, 325:18, 329:1, 339:11, 352:13 Court [10] - 295:23, 298:14, 298:25, 299:14, 317:18, 338:17, 340:2, 342:22, 365:14, 365:17 COURT [97] - 294:2, 297:3, 297:6, 306:16, 306:22, 306:24, 307:4, 307:6, 307:9, 307:12, 307:16, 307:19, 307:25, 308:2, 308:8, 308:11, 308:16, 308:24, 309:4, 313:19, 313:21, 319:8, 319:14, 319:20, 319:23, 320:4, 320:15, 320:21, 321:4, 321:7, 321:14, 321:16, 321:18, 321:20, 321:23, 322:2, 322:5, 322:9, 322:12, 322:24, 323:2, 323:5, 323:15, 323:20, 324:4, 324:9, 324:12, 324:16, 324:20, 325:8, 325:20, 326:23, 327:3, 327:5, 327:9, 327:13, 327:16, 328:3, 328:14, 329:4, 331:21, 331:23, 333:12, 335:23, 336:1, 336:3, 336:6, 336:10, 336:15, 355:4, 355:15, 356:7, 356:18, 356:24, 357:3, 357:10, 358:1, 358:6, 358:10, 358:16, 358:20, 358:22, 358:24, 359:7, 359:11, 359:14, 360:6, 361:20, 362:11, 363:2, 363:6, 363:8, 363:10, 364:25, 365:3, 365:9, 366:1 Courthouse [1] - 295:24 cover [2] - 303:17, 326:23 coverage [6] - 333:13, 333:14, 333:16, 338:1, 338:2, 344:19 covered [2] - 322:17, 333:15 covering [1] - 363:11 Cowie [1] - 295:4 create [5] - 303:13, 303:22, 309:20, 313:3, 335:8 creates [1] - 301:7 creating [1] - 309:23 credit [2] - 331:23, 331:24 criteria [1] - 304:14 criticisms [1] - 347:3 CROSS [1] - 296:3 Cross/Blue [2] - 308:13, 308:14 crosses [1] - 315:13 CRR [1] - 295:23 culminating [1] - 303:15 current [4] - 323:11, 325:13, 325:14, 342:8 custom [2] - 322:23, 323:7 customer [4] - 306:21, 329:11, 334:20, 355:23 customers [18] - 299:23, 301:10, 313:6, 315:10, 319:17, 323:3, 325:1, 329:10, 329:12, 330:2, 330:20, 333:2, 334:18, 335:14, 338:9, 348:18, 360:10, 361:10 customization [1] - 301:10 customize [3] - 323:17, 357:15, 357:16 CVS [53] - 294:7, 295:3, 297:15, 297:23, 301:12, 301:13, 301:21, 304:5, 304:6, 305:1, 305:2, 305:3, 305:18, 306:8, 308:6, 310:2, 312:7, 319:4, 323:1, 326:25, 327:20, 327:22, 327:23, 327:24, 327:25, 328:7, 328:20, 328:21, 328:24, 330:7, 334:12, 334:14, 334:16, 334:20, 337:16, 343:8, 348:15, 348:16, 348:23, 348:24, 349:6, 350:19, 351:1, 351:25, 352:15, 360:18, 361:1, 361:5, 361:8, 361:9, 363:23 CVS's [7] - 304:9, 304:21, 305:21, 334:12, 354:4, 360:19, 362:16 CVS-owned [1] - 343:8 cycle [5] - 320:17, 351:5, 351:15, 353:6 D D.C [1] - 294:7 data [18] - 298:22, 312:4, 312:17, 313:4, 316:25, 317:6, 317:8, 317:11, 317:13, 330:12, 330:23, 345:16, 345:18, 361:13, 362:6, 362:8, 362:9, 362:22 database [1] - 362:7 date [2] - 321:10, 364:15 DATE [1] - 366:9 DAVID [1] - 295:21 David [2] - 294:14, 295:21 days [1] - 299:14 DC [5] - 294:18, 295:6, 295:8, 295:20, 295:25 deal [2] - 324:25, 358:12 dealing [1] - 314:23 December [1] - 353:14 DECHERT [1] - 295:5 decide [7] - 312:17, 313:5, 323:8, 325:17, 354:20, 354:21 decided [1] - 350:22 decision [3] - 325:11, 334:22, 354:24 decision-making [1] - 354:24 decisions [6] - 300:17, 300:20, 302:23, 311:1, 350:25 decrease [1] - 326:15 deductible [3] - 311:18, 329:19, 356:13 deep [1] - 309:12 Defendants [1] - 294:9 define [1] - 334:19 defined [2] - 341:7, 353:16 definitely [5] - 339:16, 341:8, 347:7, 357:15, 358:4 definition [1] - 310:17 Degree [3] - 298:18, 339:5, 339:6 degree [1] - 343:1 delimited [1] - 310:17 deliver [7] - 312:18, 313:6, 347:11, 354:23, 355:2, 355:25 delivery [1] - 334:6 demand [1] - 326:10 demographic [1] - 317:8 demonstrated [3] - 318:3, 335:18, 343:4 DEPARTMENT [1] - 294:16 Department [1] - 363:24 dependent [1] - 306:2 derive [1] - 356:1 describe [4] - 309:9, 329:25, 338:17, 340:2 described [1] - 302:6 describing [1] - 347:21 design [5] - 300:10, 323:17, 354:10, 354:18, 354:20 designed [1] - 352:10 designing [1] - 354:19 designs [6] - 301:2, 301:5, 339:15, 340:22, 343:21, 345:15 desirable [1] - 351:3 desires [2] - 300:25, 301:3 detailed [1] - 343:23 determinants [1] - 314:23 determine [1] - 354:23 detrimental [1] - 326:25 develop [1] - 331:13 developing [1] - 350:2 development [1] - 310:19 devoted [1] - 313:24 diabetes [4] - 311:6, 311:14, 314:6, 315:24 diagnose [1] - 315:23 diagnosed [1] - 316:17 dictate [5] - 322:14, 322:15, 322:22, 358:6, 358:8 dietitian [5] - 314:18, 316:9, 316:11 differ [1] - 345:10 difference [5] - 310:16, 316:23, 320:6, 337:22, 347:16 different [23] - 299:1, 301:10, 302:16, 309:21, 310:1, 313:2, 313:19, 313:20, 313:21, 317:24, 329:3, 337:10, 338:22, 349:5, 352:23, 355:8, 356:11, 356:14, 356:16, 357:21, 362:1, 362:19 differentiate [2] - 305:14, 356:16 differentiation [1] - 304:18 difficult [2] - 343:16, 344:6 difficulty [1] - 365:18 digital [1] - 312:11 diligence [1] - 357:6 DIRECT [3] - 296:3, 297:10, 336:19 direction [7] - 349:1, 355:1, 355:2, 355:4, 355:5, 355:10, 357:21 directly [2] - 307:9, 325:4 disadvantage [1] - 327:14 disadvantaging [1] - 327:19 discharge [1] - 318:18 discharged [3] - 318:18, 318:21, 319:3 discounts [2] - 305:10, 326:21 discuss [3] - 309:6, 346:21, 349:21 discussed [2] - 299:23, 360:17 discussing [1] - 350:3 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 372 discussion [1] - 316:10 disease [9] - 310:6, 310:14, 310:17, 310:20, 310:21, 311:2, 317:7, 330:5 diseases [2] - 301:19, 310:12 disrupt [1] - 334:24 disrupting [1] - 352:21 disruptive [3] - 304:3, 352:9, 353:10 distance [1] - 335:9 distinction [1] - 365:19 District [1] - 308:12 DISTRICT [3] - 294:2, 294:2, 294:12 dive [1] - 309:12 Diversified [1] - 338:21 divested [1] - 337:12 divestiture [14] - 337:14, 339:10, 340:7, 340:9, 340:19, 340:25, 341:19, 342:5, 346:18, 347:3, 349:21, 349:24, 350:5, 350:10 Division [1] - 294:17 division [1] - 338:25 doctor [7] - 303:11, 311:4, 315:25, 316:4, 316:15, 332:11, 355:13 Doctor [1] - 298:18 doctors [4] - 303:12, 317:24, 332:7, 332:15 dollar [3] - 341:23, 342:2, 347:13 dollars [2] - 309:1, 318:25 domain [1] - 298:24 done [8] - 300:14, 309:11, 313:22, 314:22, 326:15, 340:25, 351:19, 365:15 dots [2] - 299:8, 316:21 double [2] - 342:10 down [2] - 329:20, 359:24 Downstate [1] - 298:19 DOYLE [1] - 295:18 Dr [2] - 297:5, 297:12 dramatic [1] - 333:10 drawing [1] - 314:5 drive [1] - 306:5 Drive [1] - 295:22 driven [1] - 333:22 driving [1] - 335:9 drug [14] - 300:3, 302:12, 320:24, 323:9, 333:19, 338:1, 338:2, 343:22, 344:19, 355:11, 355:12, 357:17, 359:21 drug-by-drug [1] - 323:9 drugs [18] - 299:18, 300:5, 302:11, 302:25, 308:25, 318:22, 319:25, 322:17, 322:18, 323:14, 323:25, 324:1, 324:6, 324:18, 325:14, 344:4 DUANE [1] - 295:16 due [3] - 317:21, 320:9, 357:6 duly [2] - 297:8, 336:17 duplicative [2] - 302:12, 317:25 during [4] - 326:11, 326:12, 337:5, 340:15 dynamic [1] - 360:21 E early [2] - 314:25, 351:8 earning [1] - 331:18 ease [1] - 299:24 easy [4] - 343:16, 344:2, 344:6, 344:8 economic [1] - 329:2 ecosystem [1] - 301:11 educated [1] - 362:2 education [1] - 298:6 educational [2] - 298:15, 339:4 effect [2] - 354:9, 364:12 effective [2] - 314:14, 352:3 either [5] - 299:10, 310:19, 323:8, 326:4, 363:18 elected [1] - 351:20 elevated [2] - 315:18, 316:13 eligibility [1] - 300:10 Ellingson [1] - 295:22 emergency [2] - 331:15, 332:5 employ [1] - 300:2 employees [4] - 302:2, 316:6, 340:5, 362:1 employer [5] - 300:24, 323:3, 338:9, 338:16, 360:11 employers [4] - 299:11, 320:11, 328:20, 328:21 employment [1] - 338:17 enable [3] - 306:9, 342:12, 353:2 enables [2] - 300:12, 312:23 end [10] - 311:2, 311:3, 311:14, 315:2, 320:5, 329:16, 336:14, 336:15, 342:7, 353:1 engage [1] - 314:15 engaged [2] - 345:1, 351:25 engine [4] - 354:9, 354:14, 354:17, 354:18 enhanced [4] - 341:4, 341:5, 341:16, 348:7 enjoy [2] - 313:8, 329:16 Enroll [1] - 344:10 enroll [4] - 344:13, 344:14, 351:12, 352:2 enrollment [4] - 340:13, 340:15, 351:10 ensure [2] - 327:5, 362:16 ensuring [1] - 302:10 entail [1] - 297:18 enterprise [4] - 328:17, 328:18, 328:19, 340:3 entire [7] - 305:4, 310:15, 318:5, 319:1, 328:16, 328:18, 328:19 entitled [1] - 366:5 entity [1] - 335:17 entry [2] - 363:19 environment [2] - 303:9, 356:10 EnvisionRx [1] - 343:10 episodic [1] - 310:8 ER [3] - 331:10, 331:11, 331:20 errors [1] - 317:21 ESI [2] - 343:14, 343:15 essentially [2] - 323:23, 325:12 establish [1] - 351:2 et [2] - 294:4, 294:8 etc [3] - 309:3, 318:11, 325:15 evaluate [2] - 355:24, 364:21 evaluated [2] - 323:23, 326:22 evaluating [2] - 359:3, 365:17 evaluation [2] - 316:1, 317:6 event [2] - 318:19, 329:15 events [1] - 314:21 everyday [1] - 311:1 evident [1] - 346:13 exact [1] - 363:14 exactly [6] - 303:5, 303:24, 303:25, 319:3, 333:7 EXAMINATION [2] - 297:10, 336:19 examination [1] - 336:11 examined [2] - 297:8, 336:17 example [10] - 305:20, 308:9, 308:10, 315:20, 317:12, 326:1, 343:12, 356:10, 357:16, 359:15 examples [1] - 315:9 exceed [2] - 305:9 except [1] - 307:23 excess [1] - 349:18 excited [1] - 314:24 excluding [2] - 340:7, 340:9 excuse [1] - 324:23 excused [3] - 336:2, 363:6, 363:9 execute [1] - 356:4 executed [1] - 356:9 executes [1] - 355:1 executing [3] - 318:13, 346:15, 350:4 Executive [1] - 297:16 executive [3] - 321:21, 337:13, 350:4 exist [5] - 302:15, 319:7, 327:22, 328:5, 328:9 existed [2] - 297:23, 309:24 existing [1] - 353:24 expanded [6] - 303:16, 313:25, 314:4, 314:8, 317:5, 317:10 expanding [5] - 302:18, 315:9, 318:12, 331:7, 331:8 expect [1] - 359:24 expectation [1] - 359:17 expectations [5] - 305:9, 357:22, 359:12, 359:13, 359:14 expected [1] - 360:4 expecting [1] - 353:11 expensive [3] - 317:12, 341:24, 347:14 experience [11] - 298:1, 300:19, 304:2, 311:9, 325:18, 343:1, 344:23, 346:4, 347:5, 347:7, 360:13 experienced [2] - 339:25, 345:2 expert [1] - 350:2 explain [3] - 304:25, 317:18, 337:17 Express [2] - 328:7, 338:21 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 373 expressed [1] - 365:16 extending [1] - 309:22 extent [2] - 317:10, 352:25 extraordinarily [1] - 305:8 eye [1] - 339:17 eyes [2] - 314:6, 316:1 F fact [5] - 306:11, 308:20, 316:20, 330:19, 365:4 facts [1] - 347:4 faculty [2] - 298:11, 298:12 fairly [1] - 309:11 fall [5] - 340:15, 340:18, 351:10, 351:20, 352:2 family [2] - 305:3, 316:19 far [2] - 311:2, 347:14 fashions [1] - 313:2 faster [2] - 306:8, 306:12 favor [1] - 363:18 fee [2] - 358:2, 358:3 fees [1] - 324:2 fell [1] - 309:13 felt [1] - 316:11 few [4] - 302:4, 335:15, 358:22, 364:17 Fifth [1] - 294:17 fifty [1] - 332:13 figured [2] - 363:14, 364:10 file [2] - 354:25, 357:25 filed [4] - 340:24, 345:16, 351:8, 351:14 filing [1] - 340:22 filings [2] - 339:16, 346:10 fill [1] - 349:19 final [1] - 363:12 Final [2] - 363:19, 363:20 finalize [1] - 364:6 financial [2] - 312:21, 362:16 Finder [4] - 343:19, 343:21, 345:18, 347:7 finish [1] - 322:9 firewall [5] - 327:6, 327:7, 327:8, 328:15, 361:24 firewalls [7] - 327:17, 327:21, 327:22, 361:12, 361:22, 362:2, 362:17 first [25] - 299:4, 302:6, 304:15, 304:16, 304:19, 309:8, 322:21, 329:11, 330:3, 331:9, 332:4, 334:18, 338:13, 339:11, 340:2, 342:25, 346:20, 346:22, 347:2, 348:14, 349:24, 350:22, 351:8, 351:14, 352:3 fitting [1] - 301:12 Fitzgerald [1] - 294:15 five [3] - 318:25, 324:24, 335:23 fixed [1] - 338:6 FL [1] - 294:23 flagging [1] - 319:3 flip [2] - 305:16, 346:1 Florida [1] - 294:22 flow [1] - 314:3 flow-through [1] - 314:3 flu [1] - 303:7 focused [1] - 356:4 folks [3] - 327:1, 327:18, 328:6 follow [1] - 311:3 followed [1] - 316:18 follows [2] - 297:9, 336:18 footprint [1] - 343:12 FOR [1] - 294:2 force [2] - 304:3, 334:24 fore [1] - 304:19 foregoing [1] - 366:4 foremost [1] - 304:19 foresaw [1] - 319:9 form [3] - 360:3, 363:12, 365:9 formed [1] - 339:23 formularies [6] - 322:22, 322:25, 323:4, 323:17, 324:18, 357:15 formulary [8] - 301:5, 322:23, 323:7, 323:8, 323:11, 325:6, 356:2, 357:17 Fortune [1] - 340:4 forward [1] - 309:19 Foundation [1] - 295:15 four [4] - 299:16, 313:23, 314:2, 318:2 frame [1] - 331:2 frankly [1] - 331:17 front [1] - 322:17 fruits [1] - 313:8 full [5] - 297:13, 310:19, 315:14, 336:22, 365:8 fully [2] - 300:24, 301:25 function [2] - 301:23, 324:16 future [1] - 326:5 G gaps [1] - 332:20 Gary [2] - 321:15, 321:17 general [5] - 299:11, 306:3, 325:21, 338:3, 346:20 GENERAL/CA [1] - 294:19 GENERAL/FL [1] - 294:22 generally [3] - 309:1, 335:1, 338:5 generating [1] - 324:25 generic [3] - 299:20, 323:24, 359:22 gentleman [1] - 315:21 geo [1] - 335:8 geo-access [1] - 335:8 given [2] - 305:2, 361:18 goal [2] - 329:17, 331:7 goals [4] - 300:25, 312:23, 331:8, 355:21 government [9] - 299:11, 300:23, 302:1, 336:10, 340:6, 345:6, 345:10, 345:12, 350:6 government-sponsored [2] - 345:10, 345:12 gravitate [1] - 341:9 great [4] - 303:4, 306:4, 354:14, 357:19 greater [3] - 303:13, 325:17, 341:6 grew [2] - 306:8, 306:12 group [2] - 301:17, 338:9 group's [1] - 309:17 group-type [1] - 338:9 groups [2] - 338:9, 360:11 grow [7] - 304:9, 305:5, 305:23, 328:18, 328:19, 346:23, 347:16 growing [3] - 306:10, 306:11, 346:14 grown [1] - 305:5 growth [9] - 306:9, 308:20, 308:22, 341:3, 341:20, 341:25, 347:6, 347:14, 347:21 guarantees [1] - 325:15 guess [2] - 329:6, 363:23 guidance [3] - 324:21, 357:10, 357:13 guideline [4] - 333:22, 333:23, 333:24, 334:3 guidelines [1] - 334:10 H Habash [1] - 295:3 half [10] - 298:6, 312:9, 318:24, 332:24, 340:6, 340:15, 340:18, 351:14, 364:6, 364:7 hand [1] - 338:2 handle [2] - 314:3, 353:21 happily [1] - 344:14 hard [3] - 313:16, 314:7, 349:19 harder [1] - 359:25 harm [1] - 350:7 harmed [1] - 346:5 hate [1] - 323:10 head [1] - 347:25 headache [1] - 316:12 HEALTH [1] - 294:7 health [30] - 299:9, 300:24, 301:11, 305:13, 305:24, 306:19, 307:1, 307:2, 307:13, 308:6, 308:8, 308:15, 308:22, 313:24, 314:23, 322:22, 323:7, 325:24, 328:12, 328:21, 329:9, 329:17, 329:24, 330:8, 330:15, 354:17, 354:19, 357:14, 360:12, 361:1 Health [2] - 297:15, 308:13 Healthcare [1] - 295:15 healthcare [9] - 297:22, 298:1, 299:1, 309:16, 310:7, 315:5, 332:2, 332:17, 338:23 HealthHUBs [4] - 313:18, 313:22, 313:23, 315:6 healthier [1] - 311:15 hear [3] - 302:4, 336:4, 363:21 heard [11] - 299:13, 303:2, 304:23, 331:3, 334:12, 346:17, 346:19, 346:22, 353:20, 354:8, 358:16 HEARING [1] - 294:11 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 374 hearings [2] - 363:11, 363:17 heart [1] - 310:9 Heart [1] - 314:20 heavily [3] - 306:1, 345:25 help [9] - 300:2, 305:25, 309:15, 310:25, 316:7, 330:25, 332:9, 345:9, 356:1 helped [1] - 306:5 helpful [1] - 363:17 helping [1] - 299:24 helps [1] - 333:9 hemophilia [1] - 309:3 Henry [2] - 295:9, 295:12 high [11] - 297:21, 304:2, 305:8, 310:11, 311:5, 315:8, 315:15, 316:15, 317:6, 354:15, 356:9 high-quality [1] - 304:2 high-risk [1] - 315:8 high-speed [1] - 356:9 high-volume [1] - 354:15 higher [1] - 335:5 highly [3] - 301:19, 323:22, 345:13 historically [1] - 326:15 history [3] - 318:5, 338:18, 359:18 hit [1] - 304:19 hold [7] - 297:15, 306:16, 322:9, 325:4, 326:4, 336:24, 356:6 holder [1] - 354:24 home [3] - 301:17, 312:8 honor [1] - 362:5 Honor [9] - 297:4, 335:24, 336:8, 336:12, 363:1, 363:5, 364:23, 365:2, 365:4 HONORABLE [1] - 294:11 hook [1] - 313:9 hopefully [2] - 329:8, 355:20 hospital [11] - 311:15, 317:17, 317:20, 317:22, 317:23, 318:17, 318:23, 319:6, 329:16, 331:20 hospitals [2] - 299:6, 301:20 hours [2] - 303:7, 364:17 house [1] - 314:23 Houston [4] - 303:16, 314:21, 314:25, 317:5 hubs [2] - 330:13, 330:22 huge [1] - 330:5 Humana [1] - 343:9 hundred [3] - 300:21, 332:1, 333:22 I ID [1] - 352:4 Idaho [1] - 308:14 idea [5] - 300:14, 327:25, 328:1, 328:6, 328:10 ideal [1] - 353:18 ideas [2] - 309:22, 309:23 IG [1] - 361:21 IL [1] - 295:14 illnesses [2] - 310:8, 310:13 imagine [1] - 317:22 immunization [1] - 333:19 immunizations [1] - 302:19 impact [1] - 317:14 impacted [1] - 347:19 implementation [1] - 309:9 important [8] - 302:13, 304:23, 306:6, 311:16, 342:20, 357:2, 365:1, 365:2 improve [4] - 319:20, 319:24, 320:1, 359:17 improving [2] - 322:7, 326:20 inaccuracies [1] - 365:5 incented [1] - 328:18 incentive [2] - 312:21, 328:16 incentives [1] - 328:16 incentivized [1] - 327:18 inception [1] - 345:1 inclined [1] - 365:14 include [4] - 304:21, 314:5, 331:15, 337:25 includes [2] - 337:19, 337:24 including [1] - 334:5 income [3] - 338:6, 356:14, 356:15 increase [2] - 297:21, 353:21 increases [1] - 333:11 increasingly [1] - 335:13 incredibly [2] - 306:6, 334:22 incremental [1] - 309:20 incrementally [1] - 320:1 independent [1] - 334:13 independents [2] - 335:5, 335:6 indicate [1] - 347:5 indirectly [1] - 329:21 individual [4] - 312:18, 340:14, 344:18, 360:22 individual's [1] - 310:18 individually [1] - 338:8 individuals [1] - 329:15 industries [1] - 315:14 industry [8] - 298:4, 299:2, 304:3, 305:6, 310:7, 326:16, 338:19, 338:20 influence [2] - 358:1, 359:23 inform [1] - 331:1 Informatics [1] - 298:20 informatics [2] - 298:21, 298:22 information [8] - 298:23, 324:8, 327:6, 327:10, 358:17, 358:19, 361:14, 361:19 infrastructure [1] - 301:13 infusion [1] - 301:17 initiated [1] - 309:15 initiatives [1] - 317:16 inpatient [1] - 337:25 input [3] - 354:25, 359:11, 359:13 instead [1] - 314:1 institution [1] - 334:5 instruction [1] - 334:19 insurance [12] - 304:22, 305:17, 307:13, 308:6, 308:9, 333:13, 333:14, 333:16, 345:6, 345:10, 345:11, 346:5 insured [4] - 300:24, 301:25, 329:21, 353:22 insureds [2] - 330:2, 331:5 insurer [3] - 322:12, 324:17, 324:20 insurers [6] - 299:9, 308:15, 323:18, 325:2, 328:22, 333:15 integrated [2] - 334:5, 337:25 integration [1] - 337:16 intensive [1] - 304:12 interest [2] - 330:9, 362:16 interested [2] - 330:15, 349:12 interests [2] - 363:23, 364:2 intermediaries [1] - 301:24 internal [1] - 338:24 intervention [2] - 298:2, 318:10 intravenously [1] - 301:19 investment [5] - 313:7, 313:13, 315:3, 317:14, 319:2 involved [5] - 339:18, 349:24, 350:2, 352:18, 352:19 isolated [1] - 362:7 issue [1] - 332:23 IT [2] - 301:8, 362:6 Ivan [1] - 294:15 J January [6] - 320:17, 338:14, 351:8, 351:12, 353:13, 353:18 Jay [1] - 294:14 Jesus [1] - 294:16 job [3] - 297:18, 297:23, 337:4 joined [3] - 337:3, 337:6, 338:20 Jonathan [1] - 295:7 Joseph [1] - 294:15 jot [1] - 365:10 journal [2] - 318:3, 318:7 journals [1] - 334:4 Jr [1] - 295:12 JUDGE [1] - 294:12 judges [1] - 356:23 Judgment [2] - 363:19, 363:20 July [3] - 364:5, 364:10, 364:19 June [3] - 294:7, 351:9, 366:8 Justice [1] - 363:24 JUSTICE [1] - 294:16 justify [1] - 313:12 K KALLAS [1] - 295:10 KANESHIRO [2] - 295:23, 366:9 Kaneshiro [2] - 366:3, 366:8 KANESHIRO-MILLER [2] - 295:23, 366:9 Kaneshiro-Miller [2] - 366:3, 366:8 keep [1] - 307:25 kept [1] - 339:17 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 375 key [1] - 356:22 kick [1] - 357:7 kidney [1] - 330:5 kind [31] - 299:3, 301:11, 301:13, 303:6, 304:3, 309:8, 313:16, 327:17, 329:22, 329:23, 339:23, 340:3, 341:8, 344:19, 346:19, 348:5, 348:10, 349:20, 351:13, 351:17, 352:6, 353:5, 353:9, 353:16, 354:15, 355:8, 357:7, 359:1, 361:21, 361:25, 362:22 kinds [2] - 356:11, 356:19 knowledge [1] - 321:8 knows [2] - 303:14, 319:5 L L-O-E-B-E-R [1] - 321:19 lab [1] - 311:4 lack [2] - 322:16, 346:4 laid [1] - 351:16 lanes [1] - 306:10 large [7] - 330:7, 343:8, 349:11, 349:15, 353:23, 353:25, 357:14 large-scale [1] - 353:25 larger [1] - 342:19 largest [2] - 335:17, 335:18 last [7] - 299:14, 308:24, 314:16, 321:18, 335:22, 336:4, 351:20 lastly [1] - 302:2 launched [3] - 330:6, 341:4, 341:23 launching [1] - 359:23 LAW [1] - 295:21 lawyers [1] - 364:14 lay [2] - 325:14, 365:10 learned [1] - 316:18 least [4] - 315:20, 331:8, 332:17, 364:5 leave [1] - 320:14 Lee [1] - 294:19 leg [1] - 310:10 Legacy [2] - 337:11, 350:1 legal [1] - 361:25 LEON [1] - 294:11 less [2] - 341:24, 347:14 letter [1] - 322:2 level [3] - 299:4, 315:3, 359:16 levels [3] - 305:8, 356:15, 356:17 leverage [3] - 342:15, 342:18, 354:12 life [1] - 310:25 limited [4] - 302:19, 320:10, 361:17, 362:11 line [2] - 346:16, 347:18 lines [2] - 300:4, 342:25 lipid [1] - 302:25 lipid-lowering [1] - 302:25 list [1] - 314:9 listen [2] - 314:10, 336:12 literally [5] - 301:4, 301:17, 316:5, 332:3, 344:1 live [2] - 338:13, 351:13 lives [7] - 312:8, 320:2, 320:12, 328:24, 329:2, 353:22, 354:1 Lizabeth [1] - 294:22 LLP [4] - 295:5, 295:7, 295:10, 295:16 Loeber [2] - 321:15, 321:17 long-term [3] - 310:19, 315:5, 316:23 look [19] - 305:16, 309:19, 310:1, 310:7, 310:12, 312:11, 312:17, 325:12, 325:16, 325:24, 330:16, 339:14, 340:12, 346:11, 347:12, 353:6, 358:15, 364:10 looked [1] - 351:15 looking [2] - 310:3, 349:3 lookout [1] - 364:11 Los [1] - 294:21 lose [1] - 316:8 lost [1] - 349:18 LOTVIN [2] - 296:5, 297:7 Lotvin [3] - 297:5, 297:12, 297:14 love [1] - 323:9 low [10] - 297:21, 303:7, 341:4, 341:8, 341:16, 343:5, 356:14, 356:15, 358:3 low-acuity [1] - 303:7 low-cost [1] - 341:4 low-income [2] - 356:14, 356:15 low-premium [3] - 341:4, 341:16, 343:5 lower [6] - 309:15, 311:9, 315:5, 319:25, 320:24, 348:7 lower-priced [1] - 319:25 lowering [1] - 302:25 lowest [1] - 325:22 lowest-priced [1] - 325:22 M MA [1] - 302:2 magic [2] - 311:5, 311:6 magnitude [1] - 354:1 mail [2] - 334:14, 335:11 main [2] - 299:16, 329:17 maintaining [1] - 325:25 major [1] - 343:5 Malinda [1] - 294:19 manage [1] - 333:23 managed [1] - 362:2 Management [1] - 339:7 management [10] - 298:4, 318:16, 320:2, 322:8, 328:16, 338:25, 339:21, 339:24, 340:1, 345:3 manager [1] - 300:22 managers [3] - 299:9, 299:12, 300:2 managing [2] - 339:1, 339:19 mandate [1] - 305:4 manifestations [1] - 298:24 Manuel [1] - 294:16 manufacturer [1] - 299:19 manufacturers [8] - 299:20, 299:21, 320:25, 324:14, 325:4, 326:21, 357:11, 359:9 manufacturing [2] - 319:16, 321:2 margin [1] - 331:18 mark [1] - 342:10 marker [1] - 334:2 market [32] - 301:1, 304:5, 305:10, 306:9, 306:12, 326:9, 326:10, 326:13, 326:14, 326:17, 326:18, 330:4, 330:10, 330:18, 341:14, 341:17, 342:6, 342:23, 342:24, 343:2, 344:24, 345:1, 346:23, 349:4, 349:9, 349:10, 353:17, 358:14, 358:20, 358:25, 359:4, 360:12 marketing [1] - 351:11 marry [1] - 312:7 Mart [1] - 328:1 Martha's [1] - 364:21 massive [1] - 353:21 Master's [2] - 298:20, 339:6 match [1] - 317:24 matter [6] - 338:4, 346:20, 350:2, 364:23, 364:25, 366:5 MAZARD [1] - 295:18 McConnell [1] - 295:15 McGinley [1] - 295:4 MD [1] - 295:22 mean [5] - 347:4, 349:9, 352:17, 354:14, 359:14 meaning [5] - 301:25, 318:4, 323:7, 334:1, 345:16 meaningful [1] - 309:20 means [3] - 305:9, 326:10, 341:5 measure [1] - 315:13 measured [1] - 328:5 mechanism [1] - 359:5 Medical [4] - 295:9, 298:9, 298:19, 298:20 medical [21] - 298:6, 298:21, 298:22, 298:24, 301:24, 302:1, 309:13, 312:4, 313:9, 313:10, 315:24, 318:3, 318:4, 318:5, 318:7, 318:14, 318:16, 320:19, 337:24, 344:19 MEDICAL [1] - 295:13 medically [1] - 355:13 Medicare [34] - 336:25, 337:1, 337:7, 337:8, 337:18, 337:19, 337:20, 337:22, 337:23, 337:24, 338:1, 338:5, 338:13, 339:1, 339:2, 339:13, 341:6, 341:9, 343:4, 343:19, 344:17, 344:18, 345:12, 345:13, 345:14, 346:7, 351:5, 352:13, 356:3, 356:5, 356:12, 356:22 medication [4] - 300:5, 317:21, 318:19, 318:20 medications [2] - 302:14, 302:24 medicine [4] - 300:13, 317:23, 317:24, 334:9 Medicine [1] - 298:18 MedImpact [1] - 328:8 medium [1] - 349:12 meds [1] - 300:3 meet [6] - 301:6, 301:9, 304:17, 305:9, PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 376 323:17, 355:20 member [6] - 298:9, 300:11, 342:9, 352:5, 352:11, 356:14 members [19] - 316:19, 334:24, 338:5, 340:6, 340:14, 340:16, 340:19, 341:25, 342:8, 344:16, 345:19, 348:8, 351:18, 351:19, 352:6, 353:15, 353:18, 355:3 membership [1] - 342:19 mentioned [6] - 299:12, 302:4, 303:1, 304:4, 316:7, 316:10 merge [1] - 307:4 merged [1] - 307:20 merger [20] - 297:24, 305:11, 305:23, 306:23, 309:7, 309:9, 310:3, 317:2, 317:3, 317:17, 319:8, 320:22, 320:23, 321:10, 329:7, 337:9, 342:4, 342:5, 348:17, 348:22 merging [1] - 308:2 message [1] - 314:12 met [1] - 306:12 metric [1] - 306:6 metrics [2] - 335:19, 335:20 Michael [2] - 295:4, 295:4 mid [1] - 353:9 mid-year [1] - 353:9 Middle [1] - 295:10 middle [1] - 352:9 might [18] - 326:4, 326:5, 327:10, 330:1, 331:5, 334:13, 334:22, 346:18, 352:25, 353:13, 353:21, 355:11, 355:18, 357:9, 357:16, 359:22, 364:21 miles [1] - 312:10 Miller [2] - 366:3, 366:8 MILLER [2] - 295:23, 366:9 million [16] - 309:1, 312:9, 319:17, 320:7, 320:12, 328:23, 328:24, 329:2, 333:20, 340:6, 340:14, 340:16, 340:19, 342:8, 342:9 millions [2] - 303:11, 332:14 mind [1] - 308:8 Minnesota [2] - 339:6, 339:7 minute [2] - 307:21, 319:14 MinuteClinic [17] - 303:4, 303:5, 303:17, 313:19, 313:25, 314:1, 315:17, 315:21, 316:14, 331:8, 331:9, 331:18, 331:21, 332:4, 332:6, 332:10, 333:21 MinuteClinics [14] - 301:16, 303:1, 303:3, 303:10, 314:2, 315:9, 317:5, 331:3, 331:5, 331:15, 332:9, 333:4, 333:15, 334:4 minutes [5] - 333:5, 333:6, 335:23 model [1] - 359:24 modeling [1] - 360:3 Molina [1] - 308:12 moment [4] - 308:11, 329:6, 344:22, 365:14 Monday [1] - 351:8 money [3] - 311:17, 311:19 month [4] - 320:14, 320:15, 332:22, 342:3 months [6] - 309:10, 309:17, 315:20, 320:21, 320:22, 340:24 morbidity [2] - 310:21, 311:12 morning [1] - 304:24 MORRIS [1] - 295:16 mortality [2] - 310:22, 311:12 most [15] - 299:16, 318:10, 323:3, 323:6, 333:15, 340:13, 346:12, 346:13, 347:4, 347:11, 347:12, 348:6, 348:8, 354:2 mostly [1] - 355:1 motion [1] - 365:9 MOTIONS [1] - 294:11 motto [1] - 303:5 move [2] - 309:6, 348:10 moved [1] - 338:24 moving [1] - 352:8 MR [20] - 297:4, 297:11, 308:1, 308:3, 309:5, 322:6, 322:11, 329:5, 334:11, 335:24, 336:8, 336:12, 336:20, 358:11, 360:7, 362:15, 362:25, 363:4, 364:23, 365:2 Mucchetti [1] - 294:15 multiple [5] - 300:5, 309:2, 331:25, 362:19, 365:5 myriad [1] - 298:23 N name [6] - 297:13, 321:16, 321:18, 334:5, 336:22, 347:8 Nantucket [1] - 364:21 narrow [1] - 354:11 national [4] - 343:10, 343:14, 343:15, 344:25 nationally [1] - 343:6 natural [2] - 351:15, 352:6 near [3] - 309:12, 318:14, 333:4 near-term [1] - 318:14 necessarily [1] - 319:12 necessary [3] - 336:13, 351:3, 355:14 need [14] - 301:18, 303:13, 310:24, 310:25, 330:5, 335:6, 335:7, 335:8, 335:21, 357:18, 357:23, 357:25, 362:20, 364:17 needed [2] - 316:7, 334:2 needs [7] - 300:25, 301:6, 301:10, 306:13, 311:25, 323:18, 335:15 negative [1] - 361:6 negatively [1] - 347:19 negotiate [7] - 323:14, 325:4, 358:4, 358:7, 358:9, 364:13, 364:16 negotiated [2] - 326:20, 346:8 negotiating [3] - 320:24, 321:10, 342:15 negotiation [3] - 351:2, 358:5, 362:11 negotiations [4] - 324:13, 325:23, 357:11, 357:14 negotiator [1] - 319:16 network [15] - 300:17, 301:6, 312:6, 320:19, 322:18, 326:3, 334:19, 335:2, 335:7, 354:11, 356:2, 356:24, 357:1, 357:4, 357:16 networks [2] - 299:22, 335:21 never [4] - 313:12, 317:10, 318:8, 333:18 new [12] - 305:6, 305:7, 306:15, 309:23, 312:25, 329:8, 337:15, 351:13, 352:3, 352:4, 359:22 New [4] - 298:3, 298:17, 298:19, 308:13 newly [2] - 353:16 news [1] - 353:24 next [14] - 294:25, 297:3, 312:17, 313:5, 314:13, 315:1, 320:14, 320:15, 320:16, 330:9, 330:18, 336:7, 351:13 NH [1] - 295:11 nice [2] - 350:14 nights [2] - 332:24, 332:25 non [2] - 307:13, 327:17 non-PDP [2] - 307:13, 327:17 normal [1] - 351:22 note [1] - 359:16 noted [1] - 313:14 nothing [2] - 326:15, 335:24 notifying [1] - 315:7 number [7] - 315:15, 318:23, 330:7, 335:3, 335:4, 361:17, 365:16 numbers [1] - 344:11 nurse [9] - 299:6, 301:15, 303:19, 303:21, 303:22, 315:23, 316:16, 331:18, 333:24 nurses [2] - 299:6, 301:17 NVP [1] - 308:13 NW [5] - 294:17, 295:5, 295:8, 295:19, 295:24 O observe [1] - 339:20 obvious [1] - 304:8 obviously [3] - 299:13, 324:7, 363:13 occasion [1] - 348:1 occasions [1] - 365:16 October [1] - 351:12 OF [8] - 294:2, 294:4, 294:11, 294:16, 294:19, 294:22, 295:21, 366:1 offer [7] - 308:16, 308:19, 323:21, 324:17, 348:18, 354:22, 359:4 offered [1] - 354:3 offering [4] - 320:19, 324:10, 355:17, 355:20 OFFICE [3] - 294:19, 294:22, 295:21 office [1] - 303:19 Officer [1] - 297:17 offices [1] - 303:21 OFFICIAL [1] - 366:1 often [3] - 301:19, 324:8, 335:5 Ohio [1] - 335:5 once [1] - 326:12 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 377 oncology [1] - 330:10 one [46] - 299:7, 299:18, 301:14, 305:21, 306:1, 308:24, 309:13, 311:25, 312:19, 313:23, 315:12, 315:20, 316:6, 317:4, 317:16, 318:12, 318:15, 318:24, 319:8, 322:14, 323:4, 323:15, 323:20, 326:6, 327:5, 329:12, 331:11, 332:4, 333:4, 333:5, 335:3, 335:14, 335:15, 335:16, 335:17, 339:16, 339:18, 341:22, 344:3, 349:17, 355:16, 355:24, 362:21, 363:25, 364:1 online [2] - 344:9, 356:10 open [5] - 315:20, 332:24, 351:9, 351:10, 365:15 operations [2] - 354:2, 357:8 opinions [1] - 360:3 opportunities [1] - 339:20 opportunity [7] - 305:12, 312:2, 330:18, 349:13, 350:15, 353:17, 365:7 oppose [1] - 365:13 opposing [1] - 365:12 opposite [1] - 300:21 opposition [1] - 363:19 options [2] - 349:5, 349:7 Optum [1] - 328:8 oral [4] - 363:20, 363:21, 364:4, 364:9 order [9] - 301:6, 310:19, 310:23, 320:20, 334:14, 335:11, 353:2, 354:1, 364:11 organization [4] - 305:4, 312:3, 312:6, 312:7 organizations [4] - 297:20, 299:8, 309:25, 312:23 organized [1] - 329:22 oriented [1] - 309:8 originally [2] - 338:13, 338:19 otherwise [1] - 347:5 ourselves [1] - 309:8 out-of-pocket [2] - 300:11, 311:18 outcome [1] - 313:11 outcomes [5] - 310:10, 310:11, 311:12, 316:23, 329:9 outpatient [1] - 337:25 outperform [1] - 334:4 outright [1] - 320:8 outstanding [2] - 335:19 overall [5] - 297:22, 315:16, 329:20, 340:3, 347:2 overcome [1] - 347:16 overcoming [1] - 302:14 overview [1] - 298:25 Owen [5] - 294:14, 363:2, 364:25, 365:9, 365:18 OWEN [5] - 336:12, 363:4, 364:23, 365:2, 365:4 own [21] - 300:25, 304:25, 305:21, 307:6, 307:12, 311:11, 319:1, 320:7, 322:23, 323:11, 325:3, 325:7, 335:6, 341:1, 348:14, 348:20, 360:2, 360:3, 360:14, 364:11 owned [2] - 343:8, 343:10 owner [1] - 350:1 ownership [1] - 361:8 owns [1] - 301:25 P p.m [2] - 297:2, 365:21 PA [1] - 295:17 packaging [1] - 357:23 page [1] - 294:25 pain [2] - 315:22, 316:4 panels [1] - 315:7 paperwork [2] - 356:7, 356:9 parameters [2] - 355:9, 355:21 park [1] - 311:2 parking [1] - 311:3 part [28] - 300:6, 304:9, 304:23, 305:3, 305:22, 305:23, 306:3, 308:4, 308:5, 308:20, 309:22, 310:24, 311:16, 312:8, 318:13, 321:1, 321:5, 321:9, 325:23, 326:24, 331:4, 332:2, 336:10, 340:20, 351:1, 353:24, 354:17, 358:5 Part [36] - 305:22, 305:24, 306:1, 306:7, 308:22, 337:1, 337:7, 337:11, 337:20, 337:23, 338:1, 338:3, 338:10, 338:12, 338:13, 339:19, 340:8, 340:10, 340:12, 340:14, 341:5, 342:6, 342:23, 343:2, 344:15, 344:23, 344:25, 345:13, 346:6, 347:20, 347:25, 348:25, 350:10, 350:18, 351:5, 361:9 participants [1] - 311:11 participate [1] - 358:24 participates [2] - 304:5, 342:23 particular [4] - 310:2, 340:9, 355:11, 364:19 particularly [1] - 360:11 parties [1] - 365:12 partner [1] - 354:4 partners [2] - 329:13, 359:19 parts [1] - 363:22 party [1] - 364:1 pass [1] - 345:15 past [4] - 303:15, 325:19, 340:18, 360:23 patient [5] - 299:3, 299:4, 300:10, 318:5, 329:23 patients [8] - 301:15, 302:3, 314:3, 315:8, 318:25, 319:4, 334:13 Patricia [2] - 366:3, 366:8 PATRICIA [2] - 295:23, 366:9 paucity [1] - 317:9 pay [4] - 311:19, 329:18 payer [8] - 300:23, 300:24, 302:1, 302:2, 311:19, 313:3, 319:1, 329:22 payers [3] - 299:10, 320:11, 330:6 paying [1] - 330:24 pays [1] - 300:18 PBM [76] - 299:15, 300:19, 304:5, 304:9, 304:12, 304:14, 304:21, 305:1, 305:2, 305:6, 305:15, 305:19, 306:4, 306:8, 307:3, 308:16, 308:19, 308:22, 319:9, 319:11, 320:13, 320:19, 320:23, 321:1, 321:5, 321:8, 322:10, 322:13, 323:15, 323:16, 324:4, 325:9, 325:16, 325:22, 326:7, 326:8, 326:12, 326:16, 326:24, 327:18, 329:12, 330:1, 334:12, 338:20, 348:14, 348:16, 348:18, 348:20, 348:21, 348:23, 348:24, 349:7, 349:9, 349:16, 349:17, 354:3, 354:4, 354:9, 354:16, 354:22, 354:25, 355:1, 356:15, 358:1, 358:13, 359:19, 360:18, 361:1, 361:5, 361:11, 361:16, 361:21, 362:18, 362:21 PBM's [1] - 354:8 PBMs [15] - 299:12, 299:16, 300:16, 324:10, 326:20, 326:23, 328:9, 328:22, 335:17, 342:15, 348:12, 349:11, 349:12, 356:18, 356:20 PDP [18] - 306:17, 306:18, 306:20, 306:25, 307:2, 307:10, 307:13, 307:23, 308:7, 326:23, 327:17, 337:11, 343:8, 343:9, 346:14, 350:1, 360:19, 360:22 peer [2] - 318:3, 334:4 peer-reviewed [2] - 318:3, 334:4 people [50] - 299:4, 300:2, 300:5, 300:14, 301:19, 302:10, 303:10, 303:12, 303:23, 309:1, 311:8, 312:9, 312:13, 312:15, 314:10, 314:11, 314:14, 314:22, 316:21, 317:7, 318:17, 328:7, 328:25, 331:12, 332:5, 332:10, 332:14, 332:16, 332:23, 333:9, 333:12, 333:16, 333:20, 334:23, 335:9, 338:8, 339:18, 343:13, 344:19, 345:4, 345:5, 351:12, 352:2, 352:4, 353:10, 361:16, 361:17, 362:3, 362:7, 362:12 people's [4] - 310:24, 312:8, 314:6, 329:21 per [1] - 342:3 percent [11] - 300:21, 303:10, 303:17, 310:13, 310:15, 312:10, 313:24, 317:20, 332:10, 332:13, 333:22 percentage [1] - 315:15 perform [2] - 357:6, 357:14 performance [1] - 328:17 performed [2] - 351:24, 353:14 perhaps [2] - 331:4, 353:20 period [6] - 340:13, 346:12, 347:12, 348:6, 363:14, 363:15 permission [2] - 312:13, 362:8 person [4] - 312:19, 314:12, 318:21, 319:6 personally [1] - 330:14 perspective [7] - 299:1, 299:15, 300:6, 301:9, 303:2, 310:2, 335:20 Peter [1] - 294:15 Pharmaceutical [1] - 338:21 pharmaceutical [2] - 299:19, 324:1 pharmacies [10] - 300:17, 326:21, 327:20, 334:14, 334:15, 335:6, 335:18, PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 378 356:25, 357:1, 357:4 pharmacist [4] - 314:9, 314:15, 318:4, 319:5 pharmacists [9] - 299:6, 301:14, 302:6, 302:7, 302:17, 302:18, 302:22, 314:8, 315:8 pharmacy [33] - 298:4, 298:5, 299:8, 299:12, 299:22, 300:1, 300:9, 300:22, 302:10, 308:23, 308:25, 312:5, 315:7, 315:17, 323:12, 326:3, 327:22, 327:23, 327:24, 328:7, 328:24, 329:13, 334:25, 335:7, 335:10, 335:14, 338:25, 343:22, 344:5, 353:12, 354:11, 356:1 phase [1] - 356:13 Philadelphia [1] - 295:17 phone [2] - 344:11, 344:14 phones [2] - 345:21, 351:18 phrase [1] - 303:5 physician [4] - 303:14, 312:6, 332:18, 332:22 physician's [1] - 303:20 physicians [5] - 299:5, 302:22, 303:20, 303:21, 317:9 Physicians [1] - 298:13 pick [2] - 334:7, 364:15 picking [1] - 351:18 picture [2] - 310:5 pictures [1] - 314:5 pilot [3] - 318:2, 318:7, 330:16 pipeline [1] - 359:21 PITT [16] - 297:4, 297:11, 308:1, 308:3, 309:5, 322:6, 322:11, 329:5, 334:11, 335:24, 336:8, 336:20, 358:11, 360:7, 362:15, 362:25 Pitt [1] - 295:7 PL-01 [1] - 294:23 place [3] - 327:17, 334:24, 348:16 placement [1] - 348:11 places [2] - 302:17, 356:6 Plaintiffs [1] - 294:5 Plan [5] - 308:13, 343:19, 343:21, 345:18, 347:7 plan [55] - 299:5, 300:10, 300:23, 300:25, 301:1, 301:5, 301:7, 304:9, 304:11, 305:13, 305:22, 306:19, 307:10, 328:12, 328:17, 330:8, 331:4, 339:15, 340:22, 341:5, 341:7, 341:8, 341:16, 341:22, 343:5, 343:20, 343:23, 344:10, 344:11, 344:12, 344:15, 345:20, 347:9, 347:24, 348:7, 348:8, 351:16, 352:8, 352:14, 352:22, 353:7, 353:8, 354:19, 354:20, 355:2, 355:6, 355:8, 356:3, 356:23, 357:15, 357:24, 360:19, 361:1 planned [1] - 340:24 planning [2] - 331:6, 337:16 plans [44] - 304:21, 304:22, 305:24, 306:7, 306:12, 307:2, 307:3, 308:14, 308:22, 322:23, 323:7, 325:24, 328:21, 330:15, 338:3, 340:14, 343:12, 343:17, 343:20, 343:24, 343:25, 344:1, 344:3, 344:7, 344:13, 344:18, 345:12, 347:13, 347:15, 348:9, 348:17, 351:14, 351:20, 351:21, 352:3, 353:16, 353:17, 354:17, 354:25, 359:18, 360:12 play [1] - 303:3 players [1] - 299:1 plays [1] - 301:13 pleased [1] - 314:24 PLLC [1] - 295:18 plumbing [2] - 300:8, 301:22 plus [1] - 364:5 pocket [2] - 300:11, 311:18 pockets [1] - 329:21 Point [1] - 339:1 point [8] - 309:11, 326:17, 328:23, 347:2, 352:7, 354:11, 357:18, 361:6 points [4] - 312:14, 315:14, 315:15, 358:15 polices [1] - 361:20 policies [3] - 355:10, 361:24, 361:25 population [1] - 312:11 portion [1] - 343:13 Portsmouth [1] - 295:11 position [6] - 297:15, 327:9, 327:10, 336:24, 357:24, 364:16 positioned [1] - 342:1 possible [5] - 311:24, 318:21, 328:20, 328:21, 364:16 possibly [1] - 360:2 post [1] - 305:11 post-merger [1] - 305:11 potential [1] - 350:7 potentially [3] - 349:1, 353:10, 365:7 powder [1] - 316:6 practice [4] - 302:17, 302:21, 303:17, 303:18 practicing [2] - 298:2, 298:8 practitioner's [1] - 331:19 practitioners [8] - 299:6, 301:15, 303:19, 303:22, 315:23, 316:16, 333:24 pre [3] - 305:23, 306:23, 360:24 pre-acquisition [1] - 360:24 pre-merger [2] - 305:23, 306:23 precisely [1] - 300:9 prediabetes [1] - 310:20 predispose [1] - 316:2 prefer [1] - 343:5 preferably [1] - 318:22 preferred [1] - 300:18 premium [10] - 341:4, 341:8, 341:16, 341:24, 342:3, 343:5, 348:6, 348:11, 354:21, 355:7 premiums [7] - 329:20, 329:21, 343:17, 348:1, 348:2, 348:4, 348:9 prepare [1] - 351:11 preparing [2] - 339:15, 351:9 prescribing [1] - 334:2 prescription [3] - 338:1, 338:2, 338:23 prescriptive [1] - 302:20 present [1] - 365:8 presenting [1] - 357:9 President [4] - 297:16, 321:21, 336:25, 337:6 pressure [7] - 302:23, 311:6, 316:12, 316:16, 326:6, 326:8, 326:20 pretty [1] - 310:8 prevent [1] - 361:8 prevention [1] - 317:17 prevents [1] - 300:12 previous [1] - 351:7 price [28] - 299:19, 299:25, 304:15, 304:19, 304:20, 305:9, 323:24, 323:25, 324:17, 325:7, 326:18, 334:22, 335:16, 338:7, 342:17, 343:1, 343:3, 343:22, 345:14, 347:16, 355:23, 355:24, 357:3, 357:18, 358:15 price-sensitive [1] - 342:17 priced [2] - 319:25, 325:22 prices [10] - 306:4, 320:24, 322:17, 323:22, 324:5, 324:21, 326:15, 349:6, 349:8, 357:3 pricing [7] - 324:20, 325:11, 339:15, 343:21, 345:17, 359:2, 359:3 primary [11] - 303:11, 303:12, 303:18, 315:25, 316:4, 317:9, 331:12, 332:7, 332:11, 332:14, 332:18 prime [1] - 332:9 Prime [1] - 328:8 private [1] - 300:23 problem [4] - 310:2, 310:16, 311:25, 330:6 problems [2] - 317:21, 331:13 Proceedings [1] - 365:21 proceedings [1] - 366:5 process [6] - 330:23, 345:20, 349:25, 356:13, 359:2, 360:9 processing [8] - 345:22, 351:18, 354:16, 356:10, 356:11, 356:12, 356:18, 356:20 procurement [1] - 299:18 Product [2] - 336:25, 337:8 product [1] - 341:14 products [7] - 304:18, 306:15, 337:20, 338:7, 342:2, 345:14 profit [1] - 328:3 program [16] - 306:1, 306:2, 317:18, 318:1, 318:9, 318:13, 329:14, 330:3, 330:4, 330:5, 330:9, 338:12, 338:15, 345:4, 345:5 programs [11] - 300:1, 300:2, 302:1, 309:14, 309:23, 329:8, 329:12, 340:7, 345:7, 345:10, 345:11 progression [1] - 310:21 proof [2] - 317:15, 329:25 proposed [1] - 325:15 proprietary [1] - 324:7 prospective [1] - 323:18 protein [1] - 316:6 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 379 proudest [1] - 333:21 proven [1] - 333:1 provide [15] - 298:14, 299:16, 301:14, 301:16, 301:18, 301:21, 302:13, 302:18, 305:8, 333:25, 343:20, 350:3, 351:21, 355:20, 358:19 provided [3] - 305:24, 350:23, 352:16 provider [2] - 301:14, 312:6 providers [6] - 299:5, 299:7, 299:9, 301:20, 302:7, 302:8 provides [1] - 354:16 providing [2] - 350:19, 353:1 public [2] - 308:21, 330:21 published [3] - 318:2, 318:6, 334:3 purchaser [2] - 339:10, 353:3 purchases [2] - 320:24, 322:13 purpose [1] - 365:15 push [2] - 344:10, 359:25 put [10] - 309:24, 311:21, 314:18, 317:11, 327:10, 330:13, 331:1, 341:16, 357:17, 365:9 puts [3] - 324:4, 324:5, 326:19 putting [3] - 312:22, 316:21, 341:14 puzzle [1] - 363:22 Q quality [6] - 297:21, 300:6, 304:2, 306:5, 335:17, 335:19 questions [9] - 303:4, 335:25, 336:14, 344:13, 348:13, 362:25, 363:1, 363:2, 363:4 quick [2] - 303:6, 329:6 quickly [1] - 315:21 Quillen [1] - 295:9 quite [2] - 331:17, 346:13 quote/unquote [1] - 314:13 R raise [1] - 349:6 ran [1] - 318:1 range [1] - 331:22 Rani [1] - 295:3 rapidly [1] - 306:11 rate [1] - 335:5 rates [3] - 325:15, 328:7, 328:11 rather [1] - 350:16 re [1] - 364:21 re-evaluate [1] - 364:21 reach [1] - 313:12 reached [1] - 330:20 read [1] - 346:19 readmission [1] - 317:17 readmissions [3] - 317:20, 318:6, 318:23 ready [2] - 297:3, 336:6 real [3] - 303:13, 304:3, 304:17 really [37] - 297:19, 300:12, 301:9, 304:2, 305:21, 306:2, 306:3, 309:13, 310:8, 310:10, 310:11, 310:18, 310:24, 311:16, 312:5, 314:11, 316:20, 330:17, 333:9, 334:6, 334:7, 334:8, 335:18, 335:19, 341:1, 345:24, 346:7, 346:9, 347:1, 347:4, 347:18, 348:8, 351:5, 352:10, 352:18, 353:18, 361:6 realm [1] - 328:8 reason [1] - 326:14 reasonable [3] - 313:12, 335:9, 359:25 reasons [4] - 318:9, 335:15, 335:22, 346:19 rebate [1] - 359:16 rebates [3] - 325:15, 359:7, 359:8 rebuttal [1] - 365:8 recent [7] - 340:13, 341:20, 346:12, 346:24, 347:5, 347:12, 348:6 recently [1] - 303:16 recess [2] - 336:3, 365:20 Recess [1] - 336:5 reconciliation [1] - 318:19 record [6] - 297:13, 336:22, 356:21, 357:5, 365:6, 366:4 RECROSS [1] - 296:3 REDIRECT [1] - 296:3 redirecting [1] - 332:5 redirection [1] - 332:5 reduce [4] - 297:21, 318:6, 329:20, 331:9 reduces [1] - 311:13 reducing [3] - 311:12, 313:9, 331:11 refer [2] - 303:11, 332:14 referred [2] - 315:7, 316:3 regard [2] - 326:23, 327:16 regimen [1] - 318:20 regimens [1] - 302:12 region [2] - 343:24, 350:15 regional [1] - 343:11 regions [2] - 350:7, 350:10 regular [2] - 332:17, 362:10 regulated [5] - 306:1, 345:13, 345:20, 345:25, 352:13 regulations [2] - 346:10, 356:8 reimburse [1] - 335:4 reimbursed [1] - 335:5 relate [1] - 365:3 relates [1] - 365:4 Relations [1] - 321:22 relationship [1] - 313:3 relationships [5] - 320:7, 320:10, 320:11, 320:13, 361:9 rely [1] - 348:22 relying [2] - 324:22, 324:24 remain [2] - 362:17, 365:5 remained [1] - 337:4 remedy [1] - 349:21 remember [1] - 319:22 renew [1] - 339:15 renewal [1] - 320:18 replicate [1] - 323:11 report [1] - 335:16 reported [1] - 328:4 Reporter [1] - 295:23 REPORTER [1] - 366:1 reporters [1] - 363:11 request [1] - 365:6 require [1] - 355:12 requirements [1] - 356:5 requires [4] - 310:18, 330:23, 330:24 resources [1] - 360:15 respect [2] - 320:9, 335:11 respectful [1] - 352:11 respond [1] - 353:4 responsibilities [4] - 337:4, 337:7, 337:10, 337:13 responsible [4] - 310:14, 337:13, 350:4, 354:10 rest [1] - 315:18 restricting [1] - 327:19 result [1] - 321:10 resulted [1] - 313:11 resulting [1] - 310:21 results [3] - 314:25, 346:12, 361:2 retail [6] - 326:21, 328:22, 329:12, 331:16, 334:14, 334:25 retain [2] - 320:20, 325:24 retina [1] - 316:1 retinal [1] - 317:11 revenues [1] - 340:5 review [4] - 300:4, 318:4, 318:20, 345:23 reviewed [4] - 318:3, 334:4, 352:14, 362:9 reviews [1] - 300:5 RICHARD [1] - 294:11 rights [1] - 325:5 risk [2] - 315:8, 319:1 risks [1] - 302:1 Rite [1] - 343:10 Rivera [1] - 294:16 RMR [1] - 295:23 robust [1] - 312:6 role [7] - 297:19, 302:9, 302:10, 303:3, 309:9, 309:10, 309:17 roll [1] - 331:1 roll-out [1] - 331:1 rolling [1] - 320:17 Room [1] - 295:24 room [4] - 314:17, 332:5, 364:14 rooms [3] - 314:1, 314:17, 331:15 roughly [2] - 298:3, 303:17 routine [1] - 314:15 routinely [1] - 360:10 rules [2] - 345:22, 356:12 run [6] - 329:1, 345:4, 351:17, 353:7, 353:12, 353:15 run-out [2] - 353:12, 353:15 running [1] - 353:8 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 380 S sacrosanct [1] - 362:22 safely [1] - 302:11 safety [2] - 300:6, 302:10 satisfaction [2] - 315:13, 315:16 sauce [2] - 311:20, 334:8 savings [3] - 309:14, 329:9, 329:14 saw [2] - 312:2, 326:2 scale [13] - 340:3, 340:10, 342:6, 342:10, 342:12, 342:14, 342:17, 349:16, 350:15, 353:25, 354:2, 354:5 scenario [1] - 316:14 schedule [4] - 363:15, 363:21, 364:11, 364:14 Science [2] - 298:16, 339:6 science [2] - 298:23 sclerosis [1] - 309:2 scope [4] - 302:17, 303:16, 303:18, 314:4 score [1] - 315:13 scores [1] - 306:5 Scott [1] - 294:15 screenings [1] - 314:7 Scripts [2] - 328:7, 338:21 Sean [1] - 295:15 second [8] - 299:22, 301:23, 304:16, 308:4, 319:5, 332:8, 346:23, 364:9 secret [2] - 311:20, 334:8 see [18] - 300:13, 301:12, 303:10, 303:18, 309:6, 315:22, 316:9, 328:25, 329:14, 330:18, 333:3, 344:1, 344:3, 347:8, 352:7, 355:19, 357:8, 365:12 seeing [2] - 302:20, 333:10 seem [2] - 304:8, 365:18 segments [1] - 362:1 self [1] - 310:17 self-delimited [1] - 310:17 selling [2] - 313:24, 350:18 semi [1] - 332:17 semi-regular [1] - 332:17 send [3] - 322:2, 345:22, 353:13 sending [1] - 331:17 seniors [1] - 338:6 sense [5] - 305:1, 318:10, 342:23, 353:7, 355:4 sensitive [6] - 342:17, 350:17, 355:23, 355:24, 361:14, 361:18 separate [3] - 308:7, 328:3, 347:18 separately [3] - 328:4, 328:5, 346:8 serve [6] - 303:13, 339:3, 340:6, 343:13, 353:17, 362:19 service [11] - 300:14, 304:16, 305:8, 306:3, 325:19, 331:19, 333:25, 335:19, 353:13, 355:2, 361:16 services [41] - 299:17, 301:22, 304:18, 305:14, 308:17, 308:19, 311:7, 311:9, 313:11, 314:4, 314:18, 314:19, 315:9, 316:22, 317:10, 322:13, 323:16, 325:24, 326:24, 330:24, 331:25, 348:18, 348:23, 348:24, 349:7, 350:3, 350:20, 350:23, 351:3, 351:17, 351:22, 352:16, 352:18, 353:1, 353:12, 354:3, 355:25, 359:3, 360:18, 362:20 Services [1] - 338:21 servicing [1] - 351:18 SESSION [1] - 297:1 Session [1] - 294:9 set [7] - 309:14, 322:15, 324:21, 325:8, 351:3, 363:20, 364:8 several [10] - 298:3, 302:9, 303:15, 305:25, 307:1, 307:2, 308:20, 316:18, 316:19, 322:25 share [5] - 315:11, 315:21, 346:24, 355:7, 355:8 shared [3] - 361:14, 361:15, 361:16 sharing [1] - 356:16 Shield [2] - 308:13, 308:14 shopper [1] - 342:2 shopping [3] - 316:5, 347:10, 348:9 shortage [2] - 303:14, 332:9 show [1] - 319:4 showed [1] - 326:1 shows [2] - 300:8, 347:8 sick [1] - 303:6 sickest [1] - 314:10 side [4] - 301:24, 305:16, 346:1, 363:25 significant [1] - 316:2 significantly [2] - 315:18, 316:13 SilverScript [15] - 305:18, 305:20, 305:21, 306:10, 306:25, 307:1, 307:7, 307:23, 327:3, 327:13, 343:6, 343:7, 360:19, 360:25, 361:8 similar [2] - 341:22, 342:1 similarly [2] - 328:10, 347:15 simple [2] - 301:8, 325:12 simplicity [1] - 335:16 simply [1] - 329:1 single [1] - 301:15 site [2] - 344:10, 357:7 sites [2] - 331:14, 332:7 situated [1] - 347:15 situation [2] - 349:20, 360:16 six [2] - 309:10, 309:17 size [6] - 313:25, 322:18, 340:2, 340:10, 342:5, 349:12 skip [1] - 343:9 sleep [1] - 314:6 small [1] - 298:6 smaller [1] - 346:25 smooth [2] - 351:4, 352:11 smoothly [2] - 350:5, 353:8 social [2] - 314:19, 314:23 sold [2] - 338:7, 338:8 solve [2] - 310:3, 310:6 someone [5] - 300:8, 311:14, 317:22, 331:17, 344:12 sometime [2] - 364:9, 364:19 sometimes [3] - 325:4, 326:3, 353:12 soon [1] - 318:21 sort [18] - 299:7, 301:23, 306:14, 311:20, 316:6, 316:14, 317:15, 326:6, 329:25, 339:23, 341:9, 345:3, 351:21, 352:22, 353:25, 357:22, 360:5, 362:4 sorts [2] - 302:15, 311:5 South [2] - 294:20, 295:16 space [10] - 305:15, 313:24, 338:23, 339:13, 341:2, 341:5, 342:21, 346:6, 348:2, 349:11 spawned [1] - 317:17 speaks [1] - 316:20 specialize [1] - 345:6 specially [1] - 306:19 specialty [9] - 298:5, 308:22, 308:25, 324:1, 334:14, 335:11, 335:13, 335:14, 335:18 specific [9] - 309:14, 314:12, 317:8, 323:14, 324:18, 343:22, 343:23, 362:7 specifically [2] - 298:5, 304:20 specified [1] - 302:23 speed [1] - 356:9 spell [1] - 321:18 spend [2] - 310:15, 311:18 spent [3] - 298:3, 338:22, 338:25 sponsor [1] - 300:23 sponsored [2] - 345:10, 345:12 sponsors [2] - 301:7, 344:15 spreading [1] - 330:1 spreadsheet [1] - 323:24 Spring [1] - 294:20 St [2] - 295:8, 295:16 staff [1] - 325:3 staffed [1] - 303:19 staffing [1] - 314:2 stand [1] - 365:20 standalone [2] - 338:2, 348:18 standard [6] - 304:20, 322:25, 323:4, 323:8, 341:6 standardized [1] - 324:3 standards [3] - 304:17, 335:8, 345:15 standpoint [1] - 362:6 star [1] - 306:5 start [7] - 298:7, 299:4, 318:22, 330:22, 338:22, 347:6, 351:7 start-up [1] - 338:22 start-ups [1] - 298:7 started [6] - 303:4, 316:17, 330:25, 338:12, 338:14, 345:5 starts [1] - 351:11 state [4] - 297:13, 336:21, 343:13 State [4] - 294:19, 294:22, 298:17, 298:18 statement [1] - 300:20 states [1] - 302:19 STATES [3] - 294:2, 294:4, 294:12 States [4] - 294:14, 336:12, 363:4, PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 381 365:6 stay [2] - 300:3, 360:4 staying [1] - 302:14 steer [2] - 331:5, 334:13 step [1] - 299:7 still [2] - 306:10, 339:3 Stony [1] - 298:17 store [4] - 314:10, 314:19, 319:5, 333:19 stores [6] - 312:10, 313:6, 314:21, 315:14, 315:17, 317:8 straight [1] - 319:18 straightforward [1] - 343:18 strategic [1] - 304:9 strategies [1] - 308:21 strategy [4] - 305:22, 305:23, 308:20, 331:1 Street [4] - 294:17, 294:20, 295:5, 295:10 strengthened [3] - 319:10, 319:12, 321:9 strokes [1] - 316:19 strong [2] - 346:18, 353:3 stronger [2] - 319:16, 320:23 strongly [1] - 310:23 structure [4] - 341:18, 342:20, 357:4, 361:5 subject [2] - 345:22, 350:2 submit [2] - 357:3, 357:4 subscribers [1] - 338:3 subsidize [1] - 346:9 subsidy [1] - 356:17 substantial [1] - 318:23 substantially [1] - 318:6 successful [4] - 346:14, 361:4, 362:19, 362:23 sufficient [1] - 353:2 suggest [1] - 352:25 suggesting [1] - 346:17 suicide [1] - 329:2 Suite [3] - 294:20, 295:11, 295:19 summer [1] - 330:10 summertime [1] - 351:11 superior [1] - 323:22 supervision [1] - 303:20 supplement [1] - 363:16 Supplement [2] - 337:21, 339:2 supplemental [1] - 364:8 suppliers [1] - 342:16 supply [1] - 338:23 support [6] - 310:25, 353:15, 354:5, 354:7, 354:16 supporting [2] - 354:1, 354:6 supports [1] - 361:1 Surgeons [1] - 298:13 surprises [1] - 300:13 surprising [1] - 332:19 sustainably [1] - 342:19 Swanson [4] - 336:9, 336:13, 336:21, 336:23 SWANSON [2] - 296:6, 336:16 switch [3] - 306:18, 344:7, 344:8 sworn [2] - 297:8, 336:17 synergies [1] - 309:12 system [8] - 297:22, 299:5, 299:10, 300:9, 316:3, 331:12, 332:17, 362:5 systems [1] - 334:6 T talents [1] - 297:20 Tallahassee [1] - 294:23 target [2] - 302:24, 302:25 team [7] - 318:16, 328:10, 339:21, 339:24, 340:1, 345:3, 362:11 teams [1] - 330:20 technical [5] - 345:16, 356:5, 356:10, 362:4, 362:5 technological [1] - 319:2 technologically [1] - 312:12 technology [1] - 338:19 Technology [1] - 339:8 tens [1] - 301:4 term [7] - 300:7, 309:12, 309:19, 310:19, 315:5, 316:23, 318:14 terms [12] - 304:25, 322:15, 325:19, 328:16, 341:24, 343:5, 346:12, 348:11, 349:4, 351:23, 354:24, 355:5 TERRI [2] - 296:6, 336:16 Terri [2] - 336:9, 336:23 test [1] - 311:4 testified [3] - 297:8, 300:16, 336:17 testimony [4] - 331:4, 336:13, 346:17, 354:8 text [1] - 312:13 THE [172] - 294:2, 294:11, 294:19, 297:3, 297:6, 306:16, 306:18, 306:22, 306:23, 306:24, 307:1, 307:4, 307:5, 307:6, 307:8, 307:9, 307:11, 307:12, 307:15, 307:16, 307:18, 307:19, 307:24, 307:25, 308:2, 308:4, 308:8, 308:10, 308:11, 308:12, 308:16, 308:18, 308:24, 308:25, 309:4, 313:19, 313:20, 313:21, 313:22, 319:8, 319:11, 319:14, 319:19, 319:20, 319:22, 319:23, 320:1, 320:4, 320:9, 320:15, 320:16, 320:21, 321:1, 321:4, 321:6, 321:7, 321:12, 321:14, 321:15, 321:16, 321:17, 321:18, 321:19, 321:20, 321:21, 321:23, 321:25, 322:2, 322:4, 322:5, 322:9, 322:12, 322:21, 322:24, 322:25, 323:2, 323:3, 323:5, 323:6, 323:15, 323:19, 323:20, 323:23, 324:4, 324:7, 324:9, 324:11, 324:12, 324:15, 324:16, 324:19, 324:20, 325:2, 325:8, 325:10, 325:20, 325:21, 326:23, 327:2, 327:3, 327:4, 327:5, 327:8, 327:9, 327:12, 327:13, 327:15, 327:16, 327:21, 328:3, 328:4, 328:14, 328:15, 329:4, 331:21, 331:22, 331:23, 331:24, 333:12, 333:14, 335:23, 336:1, 336:3, 336:6, 336:10, 336:15, 355:4, 355:5, 355:15, 355:22, 356:7, 356:8, 356:18, 356:20, 356:24, 357:1, 357:3, 357:6, 357:10, 357:13, 358:1, 358:3, 358:6, 358:8, 358:10, 358:16, 358:18, 358:20, 358:21, 358:22, 358:23, 358:24, 358:25, 359:7, 359:10, 359:11, 359:12, 359:14, 359:15, 360:6, 361:20, 361:24, 362:11, 362:14, 363:2, 363:6, 363:7, 363:8, 363:10, 364:25, 365:3, 365:9 theirs [1] - 341:23 themselves [3] - 325:5, 329:13, 353:25 therapeutics [1] - 323:12 therapies [1] - 301:18 therapy [1] - 316:17 they've [1] - 349:5 thinking [1] - 364:4 third [6] - 300:1, 304:16, 322:21, 328:25, 346:24, 364:9 thousand [1] - 318:25 thousands [1] - 301:4 three [10] - 306:4, 309:13, 314:25, 318:2, 323:6, 330:17, 331:11, 332:22, 335:17, 363:22 three-month [1] - 332:22 throbbing [1] - 316:12 throughout [1] - 301:13 tier [3] - 355:7, 357:18 time-limited [1] - 320:10 timeline [3] - 350:23, 351:2, 352:22 timely [1] - 318:19 timing [4] - 332:23, 340:22, 351:4, 352:15 tires [1] - 357:7 title [1] - 321:20 titrate [2] - 302:23, 302:24 tittle [1] - 365:10 today [6] - 313:14, 319:7, 322:12, 326:1, 345:4, 348:25 together [5] - 307:20, 309:25, 311:22, 312:22, 313:5 tongue [1] - 304:15 took [1] - 309:10 tool [1] - 343:18 topic [3] - 303:1, 315:6, 354:8 total [1] - 350:10 touch [2] - 312:14, 314:11 towards [1] - 341:10 track [2] - 356:21, 357:5 Trade [1] - 321:21 trade [1] - 299:24 trade-off [1] - 299:24 traditional [1] - 302:9 training [1] - 362:3 trajectory [1] - 311:1 transaction [1] - 354:16 TRANSCRIPT [1] - 294:11 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 382 transcript [2] - 322:16, 366:4 transcripts [2] - 363:12, 364:6 Transformation [1] - 297:17 transition [13] - 339:19, 350:3, 350:20, 350:24, 351:4, 351:16, 352:7, 352:12, 352:15, 352:16, 353:1, 353:9, 353:19 transparency [3] - 300:12, 304:2, 333:3 transparently [1] - 345:19 treated [2] - 316:16, 331:13 treating [1] - 352:20 tremendous [2] - 301:7, 326:19 tremendously [1] - 342:20 trial [1] - 365:17 tried [1] - 349:6 true [1] - 325:2 truly [1] - 356:4 try [2] - 349:8, 355:16 trying [8] - 310:6, 311:21, 313:1, 313:3, 316:8, 330:11, 332:8, 332:20 turn [3] - 311:13, 318:8, 349:8 turned [2] - 345:16, 345:18 turns [1] - 316:25 twelve [1] - 318:24 twenty [1] - 318:25 twenty-five [1] - 318:25 twice [1] - 326:11 two [26] - 304:17, 306:3, 309:21, 309:24, 311:21, 311:24, 312:22, 314:1, 314:17, 315:1, 317:4, 320:5, 323:6, 324:24, 330:15, 331:13, 332:22, 335:4, 335:16, 339:1, 341:24, 342:2, 347:13, 363:12, 363:25, 364:7 type [4] - 338:9, 348:8, 354:21 typical [1] - 303:18 typically [4] - 338:6, 346:7, 348:8, 356:8 U U.S [3] - 294:16, 295:24, 312:11 ultimate [1] - 299:10 ultimately [2] - 311:11, 329:19 umbrella [2] - 301:21, 320:6 unable [1] - 362:21 uncertainty [1] - 333:7 uncommon [1] - 309:2 uncontrolled [1] - 315:24 under [8] - 301:21, 302:22, 303:20, 320:2, 320:4, 320:6, 347:13, 347:22 undercut [1] - 349:8 unexpected [1] - 352:10 unique [3] - 304:18, 305:10 unit [1] - 304:20 UNITED [3] - 294:2, 294:4, 294:12 United [4] - 294:14, 336:12, 363:4, 365:6 UnitedHealthcare [1] - 343:8 University [6] - 298:13, 298:17, 298:19, 298:20, 339:5, 339:7 unknown [1] - 355:18 unless [4] - 325:6, 325:18, 335:24, 362:25 unmet [1] - 330:5 unpenetrated [1] - 362:17 unsustainable [1] - 313:8 up [20] - 300:8, 306:5, 311:3, 311:14, 312:7, 315:14, 315:16, 316:18, 316:24, 319:5, 320:18, 322:9, 325:8, 329:16, 330:17, 338:22, 351:13, 351:18, 359:23, 365:15 ups [1] - 298:7 urgent [1] - 331:16 uses [2] - 329:12, 360:17 usual [1] - 337:12 utilization [5] - 300:3, 325:13, 325:14, 331:10, 331:11 V validation [1] - 355:13 value [6] - 309:20, 338:6, 344:4, 347:11, 356:1 values [1] - 342:2 variety [2] - 343:11, 361:5 various [1] - 343:17 verb [1] - 322:15 Vermont [1] - 295:19 versa [1] - 312:1 versus [3] - 326:1, 326:2, 360:5 vetted [1] - 361:25 viable [1] - 318:9 Vice [4] - 297:16, 321:21, 336:25, 337:6 vice [1] - 312:1 view [3] - 332:4, 339:23, 361:7 Vineyard [1] - 364:21 visible [2] - 345:24, 346:11 visit [4] - 303:25, 331:20, 331:21, 332:22 visitor [1] - 332:18 visits [5] - 312:8, 332:24, 333:6, 333:11, 357:7 volume [1] - 354:15 W Wabash [1] - 295:13 wait [5] - 303:24, 319:5, 319:14, 332:22, 333:4 Wal [1] - 328:1 Wal-Mart [1] - 328:1 Walgreens [1] - 328:1 walk [1] - 312:9 walked [1] - 316:9 wall [2] - 332:1, 332:3 walls [1] - 360:14 wants [1] - 312:19 Washington [6] - 294:7, 294:18, 295:6, 295:8, 295:20, 295:25 ways [5] - 297:20, 302:9, 323:15, 327:5, 331:11 weaker [1] - 346:22 website [4] - 333:3, 343:19, 344:2, 344:21 week [5] - 363:11, 364:5, 364:6, 364:7, 364:9 week-plus [1] - 364:5 weekends [2] - 332:24, 332:25 weekly [1] - 316:18 weeks [1] - 364:7 weight [1] - 316:8 WellCare [47] - 308:10, 308:11, 326:1, 327:1, 337:12, 339:10, 339:16, 339:19, 340:3, 340:4, 340:20, 341:23, 342:13, 343:9, 344:22, 344:25, 345:6, 346:1, 346:2, 346:18, 346:22, 346:25, 347:3, 347:14, 347:22, 347:24, 348:20, 348:22, 348:24, 349:7, 349:13, 350:14, 350:19, 350:23, 351:2, 352:4, 352:8, 353:3, 353:15, 353:21, 354:7, 360:17, 360:18, 360:25, 361:3, 361:13 WellCare's [16] - 339:21, 340:8, 340:10, 340:12, 341:12, 341:20, 342:5, 342:8, 344:23, 346:4, 348:4, 349:6, 350:12, 351:24, 353:17, 360:22 wellness [2] - 313:25, 314:17 WHATLEY [1] - 295:10 whatsoever [1] - 328:2 whereas [1] - 310:17 whichever [2] - 312:19, 326:6 whole [2] - 328:8, 350:18 wholesalers [5] - 319:17, 320:25, 324:14, 357:11, 359:9 WILLIAMS [1] - 295:7 willing [1] - 359:4 win [3] - 305:7, 331:17, 331:19 winning [3] - 304:14, 305:6, 325:9 WITNESS [75] - 296:3, 306:18, 306:23, 307:1, 307:5, 307:8, 307:11, 307:15, 307:18, 307:24, 308:4, 308:10, 308:12, 308:18, 308:25, 313:20, 313:22, 319:11, 319:19, 319:22, 320:1, 320:9, 320:16, 321:1, 321:6, 321:12, 321:15, 321:17, 321:19, 321:21, 321:25, 322:4, 322:21, 322:25, 323:3, 323:6, 323:19, 323:23, 324:7, 324:11, 324:15, 324:19, 325:2, 325:10, 325:21, 327:2, 327:4, 327:8, 327:12, 327:15, 327:21, 328:4, 328:15, 331:22, 331:24, 333:14, 355:5, 355:22, 356:8, 356:20, 357:1, 357:6, 357:13, 358:3, 358:8, 358:18, 358:21, 358:23, 358:25, 359:10, 359:12, 359:15, 361:24, 362:14, 363:7 witness [6] - 297:3, 335:25, 336:4, 336:7, 363:1, 363:3 Witness [2] - 336:2, 363:9 witnesses [3] - 300:16, 304:5, 365:7 woman [2] - 316:5, 316:19 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243 383 word [1] - 322:16 works [1] - 305:13 world [4] - 305:11, 312:5, 312:12, 334:23 world-class [1] - 312:5 Y year [38] - 298:5, 303:12, 309:1, 311:15, 312:9, 320:5, 320:14, 320:16, 321:6, 321:7, 326:11, 329:1, 332:14, 338:14, 339:14, 340:23, 341:23, 342:7, 346:14, 346:24, 348:10, 351:6, 351:7, 351:9, 351:13, 351:14, 352:3, 352:9, 353:2, 353:7, 353:8, 353:9, 359:20, 362:3 years [15] - 298:3, 298:4, 303:15, 308:21, 313:15, 315:1, 315:25, 316:15, 318:2, 333:18, 335:12, 338:22, 339:1, 339:17, 358:22 yesterday [6] - 313:17, 315:12, 330:21, 346:17, 353:20, 354:9 yesterday's [1] - 300:16 yoga [1] - 314:22 York [4] - 298:3, 298:17, 298:19, 308:13 Z zero [1] - 355:7 PATRICIA A. KANESHIRO-MILLER, RMR, CRR OFFICIAL COURT REPORTER UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA 202-354-3243