Corcoran et al v. CVS Health Corporation

Northern District of California, cand-4:2015-cv-03504

Exhibit M

Interested in this case?

Current View

Full Text

0 Exhibit M 0 Christopher Corcoran, et al. v. CVS Pharmacy, Inc. Civil Action No. 15-CV-3504-YGR Expert Report of Pamela L. Wyett December 9, 2016 CONFIDENTIAL INFORMATION SUBJECT TO PROTECTIVE ORDER 0 I. Introduction I have been retained by Williams & Connolly LLP, counsel for CVS Pharmacy, Inc. ("CVS"), in the case of Corcoran, et al. v. CVS Pharmacy, Inc., No. 15-cv-03504-YGR. I have been asked to provide an overview of aspects of the pharmacy industry and pharmacy benefit manager ("PBM") industry. Specifically, I have been asked to identify and explain certain processes —including contracting, reimbursement, and claims adjudication—that bear on what a patient pays when purchasing a prescription and how that amount is determined; to identify the source of obligations with respect to the submission of usual and customary ("U&C") prices; to assess whether there was an industry standard among pharmacies and PBMs with respect to U&C pricing during the relevant time period; and to address whether it would have been consistent with industry practice for pharmacies to submit membership-program pricing (such as the CVS Health Savings Pass ("HSP") program's pricing) as their U&C prices when submitting claims to a PBM for adjudication during the relevant time period. I have extensive familiarity with both the pharmacy and PBM industries (each of which are parts of the overall industry that supplies and delivers prescription drugs)1 including contracting between PBMs and retail pharmacies and claims adjudication. My opinions are based upon my almost four decades of experience in the industry, which I describe in more detail in Section II and in my resume attached as Exhibit A. I also base my opinions on the materials I considered in preparing this report, which are listed in Exhibit B. II. Experience and Qualifications I have almost four decades of industry experience with wholesalers, PBMs, pharmacies, and other industry groups. During that time, I have been responsible for designing, creating, and managing pharmacy systems that submit claims to PBMs, and PBM systems that process those claims. I have also been responsible for establishing networks of retail pharmacies at which members can have their prescriptions filled, and in the course of doing so I have been involved in negotiating thousands of contracts between PBMs and pharmacies across the country. I am currently the President of TPA Consultants, a position I have held for 16 years and in which I consult with leading healthcare companies on various issues, including: PBM-pharmacy relations, third-party contracts and programs, pricing methodologies, and the processing and payment of electronic claims. My past clients have included Cardinal Health, McKesson Pharmacy Systems, CVS, Target, Xilang Consulting, numerous drug manufacturers, the Pharmaceutical Care Management Association, and the National Community Pharmacists Association. From October 2015 to the present, I have been the Senior Vice President of Product Innovation for Xilang Consulting Group and have consulted industry leading pharmacies and payors on competitive strategies. 1 See Applied Policy, Concerns Regarding the Pharmacy Benefit Management Industry at 2, NATIONAL COMMUNITY PHARMACISTS ASSOCIATION (Nov. 2015), (outlining "major players in the prescription drug supply chain"). 1 0 From 1983 to 1990, I worked for McKesson Corporation as the Manager of Online Support. In that role, I oversaw retail pharmacies' use of McKesson's groundbreaking electronic claims submission system. From 1990 to 1998, I worked for Arbor Drugs, Inc., a regional chain of pharmacies based in Michigan with more than 200 retail pharmacies. While working for Arbor Drugs, I developed and managed its electronic claims submission system and, in my most recent position as the Manager for Pharmacy Administration, ensured contract compliance, accurate claims processing, and reconciliation of payments from PBMs, third-party payors ("TPPs"), and consumers. Between 1998 and 2000, I returned to McKesson as the Director of Operations of the PaySystems division, a position in which I had responsibility for receiving, processing, and distributing reimbursement claims for more than 2,500 retail pharmacies. From 1998 to 2000, I also consulted CVS on its acquisitions and how to integrate and consolidate multiple pharmacy dispensing systems. Between 2000 and 2003, I was the Vice President of Operations at Sav-Mor Franchising, Inc., a regional pharmacy franchisor with more than 90 retail pharmacy locations in Michigan and Ohio. I developed and managed an electronic system that received Sav-Mor's pharmacies' claims, submitted those claims to PBMs and TPPs, and returned reimbursements to each pharmacy. I then moved on to work as a Senior Director at Cardinal Health, from 2004 to 2008, where I was responsible for Cardinal Health's "LeaderNET" group of more than 3,000 independent and regional-chain retail pharmacies. In that capacity, I oversaw the education and training of those retail pharmacies regarding industry issues, including contract negotiations and reimbursements from PBMs and TPPs. In that role I had substantial interaction with pharmacies, PBMs, and the claims adjudication process utilized in the industry. During my tenure at Cardinal Health I rebranded and expanded a Leader Discount Card program into a membership program known as the "Leader Wellness Savings Program." This Program was launched in the 2005-2006 timeframe and was only available to Leader or LeaderNet Accounts that were customers of Cardinal Health. The design and implementation was enhanced to include three levels of participation: Silver, Gold and Platinum. All levels required membership, an enrollment form, and an annual enrollment fee or a monthly fee. The basic program, Silver, required a yearly $10 enrollment fee and in return the cash consumer received access to a special pricing structure, which was based on an AWP formula.2 The prescription adjudication was managed by Member Health, a regional PBM. The program's pricing did not alter the cash or U&C price, and was not submitted to any third party as a U&C price. 2 The Gold and Platinum levels provided the same special pricing structure as well as discounts for health care in the areas of dental, vision, hearing, inpatient and outpatient procedures. These discounts were facilitated through an agreement with Alliance Health and a medical network through Cigna and United Health Care. 2 0 In addition to my professional experience, I have served since 2009, by the appointment of the Governor of Michigan, as a Member of the Michigan Board of Pharmacy. The Board of Pharmacy is responsible for regulating and inspecting the practice of pharmacy and drugs manufactured and distributed in the state. I have been a member of the two major pharmacy trade groups, the National Association of Chain Drug Stores (NACDS) and the National Community Pharmacy Association (NCPA). I also have been a member of the National Council for Prescription Drug Programs (NCPDP) for 19 years. I have been proffered as an expert witness regarding the pharmacy and PBM industries five times over the past four years to provide reports and testimony on the pricing, process, logistics, and technology of claims processing between pharmacies, PBMs, and TPPs. I have been retained in this case as an expert witness. I am being paid $500 per hour for my services in connection with this litigation. No part of that compensation is contingent upon the litigation's outcome. III. Background regarding Pharmacy Reimbursement Once a person receives a prescription for a drug(s) from a physician, the prescription must be filled by a pharmacy. The pharmacy reviews and dispenses prescriptions, offers clinical guidance to customers regarding medications, and collects payment for these services. How that payment is calculated and who makes the payment depends on whether or not the customer is part of and chooses to use a pharmacy benefit program. A. Funded Pharmacy Benefit Programs (Insurance) In most pharmacy transactions, the customer has and chooses to use a funded pharmacy benefit program, generally referred to as "insurance."3 In this context, there is a TPP—such as an insurance company, a health and welfare benefit fund, or a federal or a state government—of which the customer is a "plan member." The TPP may be required to pay some or all of the cost of the plan member's prescription. The plan member may also be required to pay to the pharmacy a copayment, coinsurance obligation, or even the full cost of the prescription if the plan member is subject to a deductible that has not yet been satisfied.4 3 Insured transactions accounted for more than 83% of pharmacy transactions in 2015. See Adam J. Fein, Five Fun Facts: The Newest Prescription Drug Spending and Payer Data, DRUG CHANNELS: EXPERT INSIGHTS ON PHARMACEUTICAL ECONOMICS AND THE DRUG DISTRIBUTION SYSTEM (Dec. 10, 2015), prescription-drug.html. 4 A deductible is an amount set by the health plan which the customer must pay to the provider (such as a pharmacy) before insurance coverage begins. For example, if the plan establishes a $100 deductible and a $15 copayment and the customer's prescription costs $20, then the customer will pay $20 for each of his or her first five prescriptions. After the fifth prescription, the customer will have reached the deductible, insurance coverage will begin, and the sixth prescription will cost the customer only his or her $15 copayment. 3 0 TPPs usually rely on PBMs to administer the pharmacy benefit the TPP offers its members. PBMs have the technological infrastructure necessary to handle the back-office processing of the electronic prescription transactions for the TPP's members. Their computer systems determine, on a real-time basis, how much the pharmacy will be paid for a prescription and how that payment obligation will be shared between the TPP and the plan member. PBMs also provide TPPs access to a network of contracted pharmacies, offer cost-containment services such as formulary management, and perform safety checks called "drug utilization reviews." Several contractual arrangements between these various entities may intersect to determine how much a pharmacy will be compensated and what if any portion of that compensation will be paid by the individual plan member. First, the individual plan member's health plan will generally include benefit design documents that define the individual plan member's scope of coverage with respect to different kinds of benefits, including for example medical, dental, and prescription drug benefits. Consider, for example, this excerpt of a Blue Cross Blue Shield Michigan participation agreement, which I have attached as Exhibit C, describing prescription benefits: In addition to this excerpt from the scope-of-coverage document, the BCBSM plan includes three additional tiers of prescription benefits (Tiers 3–5) and defines the plan member's copayment obligation for each of those tiers. Those five tiers define the copayment, coinsurance obligation,5 and maximum out-of-pocket costs a plan member with prescription benefits through BCBSM must bear. This document is exemplary of how the cost-sharing structure is defined and how that structure is often complicated, varying based on the class and quantity of the drug and the location from which it is dispensed. 5 A coinsurance obligation is a cost-sharing amount where the customer and the TPP both pay a percentage of the cost of a covered item. A frequent example of this involves the TPP paying 80% and the customer 20% of a covered item. 4 0 Second, TPPs and PBMs negotiate and enter contracts under which the PBM administers the TPP's prescription benefits and provides other support services in return for a fee. Plan design documents referenced by the contract typically define the PBM's fee, the scope of the PBM's services, and the design of the pharmacy benefit that the PBM must administer (such as the drug formulary and the copayment or coinsurance structure). The contract establishes the formulas by which the PBM will calculate the prices of prescriptions filled for the TPP's plan members. Typically, prescription prices are calculated using a "lesser of" methodology incorporating a number of different inputs, such as a maximum allowable cost ("MAC") price set by the PBM, a discount off of the drug's average wholesale price, or the pharmacy's U&C price.6 The TPP- PBM contract also establishes how the prescription price will be allocated between the TPP and its plan member, including the copayment or coinsurance obligations specified in the TPP's benefit design.7 Third, because TPPs often rely on PBMs to provide a network of pharmacies to dispense prescriptions to their plan members, PBMs enter into contracts with individual pharmacies. PBMs usually initiate this process by sending a standard contract to the pharmacies which outlines the parties' responsibilities, terminology definitions, hold-harmless clauses, provisions for termination, choice-of-law clauses, and more. The PBMs and pharmacies will then negotiate the terms of the contract, focusing intently on the pharmacy's reimbursement rates and contractual definitions. With respect to reimbursement rates, the PBM-pharmacy contracts establish only the total reimbursement to be received by the pharmacy for prescription claims submitted to that PBM. PBM-pharmacy contracts do not describe plan members' copayment or coinsurance obligations. Finally, the contract generally obligates the pharmacy to collect from an individual plan member the amount that the PBM returns to the pharmacy during the claims adjudication process, which I describe below in Section C, and prohibits the pharmacy from waiving, discounting, or otherwise altering that amount.8 In addition to the PBM-pharmacy contract, there are related documents, such as a provider manual published by the PBM, that further define contractual terms and the parties' obligations. PBMs update such provider manuals unilaterally, generally without consulting the network pharmacies. One consequence of this structure of contractual relationships is that the methodology that determines how much the PBM will reimburse the pharmacy for a prescription may differ from the methodology that determines how much the TPP will reimburse the PBM for that same prescription. The fact that a PBM-pharmacy contract contains a "lesser of" provision does not 6 See, e.g., Academy of Managed Care Pharmacy, AMCP Guide to Pharmaceutical Payment Methods 2013 Update, at 10 (Apr. 2013) ("AMCP 2013 Update"),; Deposition of Thomas Morrison ("Corcoran Morrison Dep.") 114:24–115:2; 201:7–22. 7 See AMCP 2013 Update at 11 & Ex. 1. 8 Express Scripts, Inc. Pharmacy Provider Agreement § 2.4(a) (2008); Medco Health Solutions Retail Pharmacy Agreement §§ 2.3, 2.6 (2005); Deposition of Elizabeth Wingate ("Corcoran Wingate Dep.") 84:11–23. 5 0 necessarily guarantee that every TPP-PBM contract will also include such a provision. Furthermore, the TPP-PBM contract may provide for "pass through" or "spread" pricing.9 "Pass through" pricing requires the PBM to remit as the pharmacy's reimbursement the entire amount the PBM receives from the TPP. By contrast, "spread" pricing allows the PBM to collect a certain price from the TPP and remit a lower reimbursement amount to the pharmacy. Thus, the amount received by the pharmacy does not necessarily bear a direct relationship to the amount spent by a TPP. B. Unfunded Pharmacy Benefit Programs (Cash Discount Cards and Membership Programs) There also exist "unfunded" prescription benefit programs, in which the customer bears 100% of the cost without the assistance of any third party. One form of unfunded pharmacy benefit program is a cash discount card program. A customer may secure a cash discount card from his or her physician, an organization (such as AARP), or from the discount card provider, generally at no cost. Using the cash discount card, a customer may pay a reduced price, which the discount card provider (or an administrator for the card) establishes in its contract with a broad network of pharmacies. The cards are not "insurance," a fact that the cards and/or the offering websites display prominently.10 Although the discount card providers (and their administrators) do not collect premiums from customers, they make money by negotiating for and collecting administrative fees on each claim.11 Another form of unfunded pharmacy benefit program is membership programs, which became popular around 2007. Membership programs are offered by pharmacies and require customers to enroll in the program, agree to specific terms, and (typically) pay a fee in return for access to membership-program prices. In return, members gain access to a special pricing structure for a defined list of generic drugs. Membership programs, like cash discount cards, are unfunded and thus are not insurance. Unlike cash discount cards which typically may be used at any retail pharmacy, membership programs are exclusive to the pharmacy offering the membership program. 9 For a brief discussion of pass-through vs. spread pricing, see Adam J. Fein, Solving the Mystery of Employer-PBM Rebate Pass-Through, DRUG CHANNELS EXPERT INSIGHTS ON PHARMACEUTICAL ECONOMICS AND THE DRUG DISTRIBUTION SYSTEM (Jan. 14, 2015), 10 See, e.g.,;; 11 Devon Herrick, Uninsured Shoppers May Lose their Drug Discounts Unless they Find a New Card, NATIONAL CENTER FOR POLICY ANALYSIS HEALTH POLICY BLOG (Feb. 18, 2016), new-card/#sthash.J1J7WnYa.dpbs. 6 0 C. The Claims Adjudication Process When a customer is part of and chooses to use a pharmacy benefit program, the customer's payment for the prescription will usually be determined through a process called claims adjudication. Claims adjudication begins when a customer enters the pharmacy and hands the pharmacist a prescription. The pharmacist verifies some information related to the prescription, such as the customer's name and date of birth, and reviews the customer's prescription benefit card (if any, and if not already on file at the pharmacy). The pharmacist then enters information about the drug, the patient, and the prescriber into the pharmacy's dispensing system. The pharmacy's system then transmits certain information, referred to as the pharmacy "claim," to a PBM (or administrator) for adjudication. The Health Insurance Portability and Accountability Act ("HIPAA") requires pharmacies to submit claims to other HIPAA covered entities in accordance with the format established by the NCPDP.12 The NCPDP standard format contains hundreds of different data fields, only some of which NCPDP designates as "mandatory."13 If a field is mandatory, the pharmacy must include that information in every claim it submits to a PBM. If the field is not mandatory, then there is no HIPAA obligation that the pharmacy submit that field, though the PBM might require it by contract. For example, field 426-DQ, the pharmacy's "Usual and Customary Charge" is not a mandatory field under the NCPDP standard; instead, the PBM-pharmacy contract determines whether the pharmacy must include that information in its claims submissions.14 The adjudication process begins with the pharmacy dispensing system sending the claim through a vendor called a "switch," which reviews it to ensure that the claim is properly formatted and contains the data fields necessary pursuant to NCPDP and payor sheet requirements. The vendor then routes the claim to a PBM (or administrator), which processes it entirely within its internal system without any further input from the pharmacy. The PBM reviews the prescription claim, compares the claim against the customer's benefit plan as described in the PBM's coverage file (set in the context of insurance by the health plan benefit design and the TPP-PBM contract), determines the total cost of the drug (set in the context of insurance by terms in the PBM-pharmacy contract), and determines the customer's copayment or coinsurance obligation (set in the context of insurance by the TPP-PBM contract). The PBM, after finishing this adjudication in mere seconds, returns the processed information (including the customer's copayment) to the pharmacy. In the context of insured transactions, the pharmacy has no insight into or control over the PBM's determination of a customer's copayment or coinsurance obligation during claims adjudication, and the pharmacy is contractually prohibited from collecting from the customer an amount different from that returned by the PBM.15 12 Declaration of Catherine Graeff ("Graeff Decl.") ¶ 18 13 Id. ¶ 14. 14 See id. ¶ 18. The NCPDP defines "Usual and Customary Charge" as the "[a]mount charged cash customers for the prescription exclusive of sales tax or other amounts claimed," id. ¶ 15, but does not define who are "cash customers," id. ¶ 16. 15 CVS Pharmacy, Inc. 30(b)(6) Deposition 153:1–8; 154:7–16. 7 0 D. Cash Customers A "cash customer" is understood in the industry as a person who either is not part of or chooses not to use any pharmacy benefit program (including insurance, a cash discount card, or a membership program) when purchasing a prescription.16 A cash customer transaction involves no claims adjudication and no third parties. The customer presents a prescription, the details of that prescription remain within the pharmacy, the pharmacy fills the prescription, and the customer alone pays the retail price for the drugs as set by the pharmacy. E. "Usual and Customary" Price In the context of insured transactions, it is the PBM-pharmacy contract that establishes the total reimbursement the pharmacy receives for a prescription. The pharmacy's reimbursement is generally calculated using a "lesser of" reimbursement provision, which may include consideration of the pharmacy's "usual and customary" ("U&C") price. Within the industry, the U&C price is generally understood to mean the price a pharmacy would charge a cash customer for a particular prescription (meaning the same drug, quantity, and dosage) on that day. However, the contracts between PBMs and pharmacies can differ in how they define "usual and customary" price. Consider, for example, the following definitions drawn from CVS's contracts with certain PBMs, which demonstrate how the U&C term may vary substantially from contract to contract:  "The usual and customary retail price of a Covered Medication charged to the public by the Participating Pharmacy on the date that the prescription is dispensed, including any special promotions or discounts available to the public on such date of dispensing." (Argus Participating Agreement Ex. 1 § 1.41 (2002)).  "The price CVS would charge a cash-paying customer who does not have any form of prescription coverage, excluding any non-price incentive, coupon, or other non- routine discount offered." (ProCare RX PBM, Inc. § 1.31 (2008)).  "The cash price less all applicable customer discounts which Pharmacy usually charges customers for providing pharmaceutical services." (Aetna Health Management § 1.54 (2009)).  "The price that the Company Pharmacy would have charged the Member for the same Prescription on the same day if the Member was a cash customer." (American Health Care Ex. A (2009)). 16 See Deposition of Elizabeth Wingate ("Texas Wingate Dep.") 78:1–79:9; Adam Fein, ESRX- MHS: Analysis of the FTC Decision, DRUG CHANNELS EXPERT INSIGHTS ON PHARMACEUTICAL ECONOMICS AND THE DRUG DISTRIBUTION SYSTEM (Apr. 2, 2012), (describing cash customers' purchases as "non-third party" claims). 8 0  "The lowest price a CVS Pharmacy would charge a cash-paying customer for the same service or medication at that specific pharmacy on the applicable day excluding any coupons, discount card programs, or programs where a member pays a fee to join." (Catamaran Provider Agreement Terms and Conditions § 1.14 (2014)).  "The price that a cash paying customer pays Company for same Drug Products, devices, products, and/or supplies and same amount on date of services excluding any coupons or discount card programs." (OptumRx Pharmacy Network Agreement § 1.41 (2015)). These excerpts exemplify the lack of uniformity in U&C definitions in PBM-pharmacy contracts. Some include some reference to "cash customers," but do not provide a clear meaning for that term. Some include discounts offered to the public as U&C prices, and some do not; some refer to "applicable" discounts, but provide no further description of what discount is applicable; some refer to discounts offered to the "general public," but do not describe who constitutes the general public. Many U&C definitions predate the rise of membership programs.17 Moreover, even within the context of a single agreement between a PBM and a pharmacy, definitions can change when PBMs and pharmacies renew agreements. Also, the PBM may indirectly alter the U&C definition by making changes to its pharmacy provider manual, which it may do unilaterally.18 IV. Statement of Opinions Opinion 1: The Pharmacy's Obligations With Respect to Submitting U&C Prices to a PBM are Governed by the Contract Between the PBM and Pharmacy. Whether a pharmacy is obligated to submit U&C information to a PBM at all is controlled by the agreement between the PBM and the pharmacy. If the agreement between a particular PBM and pharmacy does not require the pharmacy to provide U&C to the PBM when submitting claims, then there is no industry standard or other source of obligation that I am aware of that would require a pharmacy to do so.19 Similarly, to the extent a PBM and pharmacy agree that the pharmacy will include U&C when submitting claims, the agreement between the PBM and pharmacy also controls how U&C is defined. As the excerpts from CVS's contracts with various PBMs above reveal, many 17 Corcoran Wingate Dep. 69:8–70:5. 18 Some of CVS's contracts with PBMs incorporated U&C definitions in the provider manual. See Medco Pharmacy Provider Manual § 3.3.1 (2009); Medco Pharmacy Provider Manual § 3.3.1 (2011); Deposition of Sue Colbert ("Colbert Dep.") 204:19–205:7. 19 Plaintiffs' proposed expert, Dr. Robert Navarro, does not disagree that the PBM-pharmacy contract determines whether a pharmacy is obligated to submit its U&C price when submitting claims for adjudication. Deposition of Robert P. Navarro ("Navarro Dep.") 34:23–35:23. 9 0 contracts explicitly define the U&C term. That is consistent with my experience in the industry during the relevant time period, in which I negotiated contracts on behalf of thousands of pharmacies across the country and I observed that PBMs and pharmacies would negotiate and define reimbursement terms like the U&C price. Even where the contract itself does not explicitly define what constitutes U&C, there may be operational documents or communications between the PBM and pharmacy that reflect the parties' understanding of how the pharmacy's U&C will be determined. I understand Plaintiffs' proposed expert, Dr. Robert Navarro, to agree that the contract between the PBM and pharmacy controls the obligation of the pharmacy regarding the submission and definition of U&C. Dr. Navarro correctly states that pharmacies "must observe [] contract policies and procedures, such as submitting the drug's U&C price."20 Dr. Navarro gave similar testimony in his deposition to the effect that the PBM-pharmacy contract outlines the obligations of the parties, including the U&C term, and that the PBM's and pharmacy's intent would control any dispute over the definition of U&C.21 Dr. Navarro's understanding of the importance of contracts comports with my experience negotiating contracts on behalf of pharmacies during the relevant time period. PBMs and pharmacies would sometimes negotiate contract provisions relating to the pharmacy's U&C price. Furthermore, when negotiating contracts both PBMs and pharmacies are attuned to how changes would affect overall reimbursement. If a pharmacy agreed to accept a U&C provision that had the effect of lowering the overall reimbursement the pharmacy would receive, it might insist on changes elsewhere in the agreement that would restore its expected overall level of reimbursement. An example would be if a PBM offered a deep generic drug reimbursement that could cause significant loss to the pharmacy. The pharmacy would then negotiate a "trade-off" to attain a better generic drug reimbursement by accepting a less favorable brand drug reimbursement. Opinion 2: CVS's Conclusion that the HSP Membership-Program Price Was Not Its U&C Price Comported with Industry Practice. As early as 2006, Wal-Mart initiated its $4 flat-fee price for a 30-day supply of certain generic drugs, which it gave to all customers who filled prescriptions for a drug on Wal-Mart's list. Kroger and Target followed suit, offering similar flat-fee arrangements. Later, Walgreens and Rite-Aid enacted membership programs, which, unlike Wal-Mart's offering, were limited to customers who chose to enroll in the program and, in Walgreens' case, pay a fee. CVS followed 20 Declaration of Robert P. Navarro ("Navarro Decl.") ¶ 14; see also id. ¶ 16 ("[P]harmacies such as CVS are supposed to submit their U&C price automatically to Health Plans and PBMs for reimbursement calculations and according to their contract terms."); id. ¶ 28 (relying on "definitions of U&C as evaluated in private commercial contracts"). 21 Navarro Dep. 37:23–25, 104:4–14. 10 0 Walgreens and Rite-Aid in November 2008 by starting HSP.22 These generic offerings were well known and highly publicized.23 The CVS HSP program was a "membership program" similar to those offered by other chain pharmacies. It is my understanding that members of CVS's HSP program could obtain a 90-day supply of a limited list of generic drugs for $9.99.24 To gain membership and access to membership prices, however, CVS required customers to enroll in HSP, pay an annual fee, and agree to certain terms.25 When an HSP member filled a prescription, the pharmacy submitted the HSP member's prescription for adjudication to a PBM, and the pharmacist collected from the member a payment in accordance with the price returned on the adjudicated claim.26 It was understood in the industry at the time membership programs were being formed that the special pricing associated with those programs was separate from and did not affect the pharmacy's U&C prices.27 Dr. Adam Fein explained this to readers of his widely-regarded Drug Channels Institute website both in 2008 and 2009: You are correct that the U&C of a pharmacy is not changed by these plans. In contrast, Wal-Mart's $4 plan does establish a new U&C for the generics on its list, which is why Wal-Mart may receive lower reimbursement from a third-party payer (such as Medicaid) than other pharmacies.28 Third-party contracts usually will not reimburse a pharmacy at a level above the pharmacy's 'usual and customary' (U&C) price. Therefore, the chains require some sort 22 Deposition of Thomas E. Morrison ("Morrison TX Dep.") 66:1–67:1; 72:16–73:3. 23 See, e.g., Wal-Mart Cuts Generic Prescription Medicines to $4, WALMART.COM (Sept. 21, 2006); Target, Kroger Now Offer $4 Generic Prescription Drugs, THE AUSTIN TIMES (Dec. 26, 2010); Dinah Wisenberg Brin, Pharmacies Fight Tough Battle on Generic Prices, THE WALL STREET JOURNAL (Dec. 22, 2008). 24 Gibbons Decl. ¶ 12; see also Health Savings Pass FAQs at 1–2. 25 30(b)(6) Dep. 234:25–235:4. 26 30(b)(6) Dep. 153:1–8, 154:7–16. 27 See Declaration of William Strein ("Strein Decl.") ¶¶ 8–9, 11; Brief for Amicus Curiae Rite Aid Corporation, in Garbe v. Kmart Corporation, No. 15-1502. 28 Adam J. Fein, Walgreens' $4.33 Surrender to Wal-Mart, DRUG CHANNELS: EXPERT INSIGHTS ON PHARMACEUTICAL ECONOMICS AND THE DRUG DISTRIBUTION SYSTEM (June 25, 2008), 11 0 of membership fee to get discount generics, which means that the price charged to 'club members' is not U or C.29 Similarly, in a 2009 news article regarding Walgreens' membership program, Brian Osberg, then Assistant Commissioner of the Minnesota Department of Human Services, explained that it was legal for Walgreens to charge TPPs prices higher than the special prices offered through its membership program "because the pharmacy's $1-a-week 'club' price for many generics is not the 'usual and customary' price that pharmacies are obligated to offer the government and most health plans. Walgreens' club price is only available by paying a joining fee."30 Contrary to Plaintiffs' proposed expert Dr. Navarro's claim that "industry practice and standards" demonstrate that PBMs expect pharmacies to include "any discounts routinely made available to the general public into their U&C prices,"31 it was well known even among PBMs dealing with CVS that CVS did not submit its HSP prices as its U&C prices.32 Despite Dr. Navarro's claims that PBMs would expect CVS to submit HSP membership prices ("discounts") as its U&C prices even if the contract were silent,33 his inability to identify a specific PBM that shared his position, or a pharmacy that submitted its membership program prices as its U&C prices, is consistent with the actual industry standard.34 PBMs understood the difference between Wal-Mart's $4 flat-fee offering, which was a price provided to all customers, and CVS's HSP program, which offered its special pricing structure only to members.35 Despite the widespread awareness that CVS and other pharmacies were not submitting their membership-program prices as their U&C prices, Dr. Navarro maintains that PBMs "expect that a pharmacy factors any discounts routinely made available to the general public into their U&C 29 Adam J. Fein, Pharmacy Profits and Wal-Mart, DRUG CHANNELS: EXPERT INSIGHTS ON PHARMACEUTICAL ECONOMICS AND THE DRUG DISTRIBUTION SYSTEM (Jan. 15, 2009), 30 David Shaffer, 'Low-Cost' Generic Drugs Not Cheap For All, STAR TRIBUNE (Minneapolis, MN Mar. 26, 2009). 31 Navarro Decl. ¶ 33. Also, HSP was not a "discount," as I explain below. 32 See Strein Decl. ¶¶ 8–9, 11; Declaration of Amber Compton ¶ 17; Declaration of John Lavin ("Lavin Decl.") ¶ 20; Declaration of Franceen Spadaccino ¶ 6; Declaration of Michael Reichardt ¶¶ 11–12; Deposition of William Barre 24:4–19; 27:33–28:14; 32:10–16. 33 Navarro Dep. 122:11–17. 34 Navarro Dep. 123:21–125:23; 268:12–19. 35 Lavin Decl. ¶¶ 16–17 ("[A] critical distinction exists between (1) a Set Price Generic Program and (2) a Club Plan. In a Set Price Generic Program, the preferential price is charged to every customer without limitation, whereas the price in a Club Plan is reserved for those customers who have taken steps to enroll in a program in order to obtain the program's benefits."). 12 0 prices" and that "HSP prices ought to have been included when CVS submitted its U&C prices to Health Plans and PBMs."36 PBMs are sophisticated participants in the market, and I would expect that a PBM that believed CVS should have submitted its HSP prices as its U&C prices would have objected to CVS's failure to do so. As I understand it, no PBMs ever did.37 That comports with my opinion and experience in the industry during the relevant period that the PBM industry understood and agreed with CVS's conclusion that HSP membership-program prices were not its U&C prices. The changes made by Oregon and Connecticut to their respective Medicaid statutes, which Dr. Navarro relies upon to conclude "CVS was aware. . . CVS's HSP price may have been expected to be reported as U&C price,"38 supports my opinion regarding industry standard. It was reasonable for these states to update or alter their Medicaid U&C definition because in the absence of a clear and explicit requirement otherwise, there was no industry standard requiring CVS to submit its HSP membership-program prices as its U&C prices. For example, in Dr. Navarro's own words, "Connecticut Medicaid updated their U&C definition to include discounts from 'any program, club or buying group offered by a pharmacy provider to any member of the general public.'"39 Connecticut's decision to update and recodify its U&C definition—rather than to expect that CVS and other pharmacies would do so in the absence of such changes— strongly suggests that Connecticut regulators understood that they were creating an exception to the industry standard. My experience negotiating contracts on behalf of pharmacies during the relevant time period leads me to the conclusion that the actions taken by state legislatures and Medicaid agencies reflect their awareness that the general industry practice was that pharmacies did not submit membership-program pricing as U&C. The general industry standard that the special pricing associated with membership programs is separate and distinct from a pharmacy's U&C price is clearly reflected by the American Managed Care Pharmacy Guide to Pharmaceutical Payment Methods. The 2007 version of the Guide states that "Usual and customary price—also known as 'retail' or 'cash' price—is the undiscounted price that individuals without drug coverage would pay at a retail pharmacy."40 The 2009 version of the Guide categorized membership programs as a subtype of prescription drug discount cards,41 and explained that "Individuals without health insurance or other coverage 36 Navarro Decl. ¶¶ 33, 46. 37 Declaration of Thomas Gibbons ¶ 8. 38 Navarro Decl. ¶ 49. 39 Id. 40 Academy of Managed Care Pharmacy, AMCP Guide to Pharmaceutical Payment Methods, at 17 (Oct. 2007) ("AMCP 2007"). 41 The Guide notes that "community pharmacies" are among the entities that offer "prescription drug discount cards," and cites the RiteAid Rx Savings card—which was the card associated with RiteAid's Rx Savings membership program—as one such example. Academy of Managed 13 0 for the purchase of their prescription drugs or without the assistance of negotiated pricing through a 'discount card' program must pay the pharmacy's or other provider's 'usual and customary' (U & C) price to obtain their drugs."42 The 2013 version of the Guide is even more direct: "Patients without prescription drug coverage pay the pharmacy usual and customary price, or take advantage of special pharmacy club prices on multiple source generics."43 This industry standard is also reflected in the annual Economic Report on Retail, Mail, and Specialty Pharmacies published by the Drug Channels Institute and Pembroke Consulting. Dr. Fein states that the low acquisition cost of mature generic drugs, combined with the pharmacy industry's basic economics, led to the development of retail generic drug discount programs. Third party contracts often will not reimburse a pharmacy at a level above the pharmacy's "usual and customary" retail list price. Dr. Fein has explained that membership programs do not impact the U&C price: "Because of the enrollment fees and membership requirements, these programs do not change the U&C retail list price. Consequently, these pharmacies are eligible to receive the higher reimbursement amounts on the drugs from a third party payer, minimizing the impact on generic margins."44 The industry standard is consistent with the language that is commonly included in contractual definitions of U&C. Such definitions sometimes define U&C prices as prices charged to "cash customers" and sometimes require that such prices include all "discounts" offered to the "general public." The details of the HSP membership program distinguish it from a mere "discount" and distinguish its members from "cash customers" and the "general public."45 HSP's membership-program prices were not "discounts" as that term would generally be used in the pharmacy and PBM industries. The HSP program set a price for a limited list of generic medications, which a customer would be entitled to pay only if the customer joined HSP, agreed to terms, and paid a fee. A "discount," by contrast, would be a reduction to the pharmacy's retail price which the pharmacy offers to customers in some instances without the customer taking action, like enrolling in a program.46 Dr. Navarro relies on examples of "senior Care Pharmacy, AMCP Guide to Pharmaceutical Payment Methods 2009 Update, at S26 (Aug. 2009) ("AMCP 2009 Update"). 42 AMCP 2009 Update at S7. 43 AMCP 2013 Update at 54. 44 Adam J. Fein, The 2016 Economic Report on Retail, Mail, and Specialty Pharmacies, PEMBROKE CONSULTING, INC., AND DRUG CHANNELS INSTITUTE, at 190–91 (Jan. 2016). 45 See supra Section III E (detailing varying contractual U&C definitions). 46 The following definition from Merriam-Webster is illustrative: "Discount 1: a reduction made from the gross amount or value of something: as a (1): a reduction made from a regular or list price. . . ." Discount, MERRIAM-WEBSTER.COM (Dec. 2016), https://www.merriam- 14 0 citizen discounts, frequent shopper and special customer discounts,"47 all examples of discounts that require no active enrollment or participation by the customer: Any senior citizen, any customer who shops at the store (with or without knowledge of the discount), and any "special customer" would be entitled to the discount. HSP program prices required active enrollment by customers and were not dependent upon CVS's retail prices, and thus were not the type of "discounts" contemplated by PBM-pharmacy contracts. HSP members were not cash customers because their purchases involved a prescription benefit. Recall that "cash transactions" occur when a customer fills a prescription without any prescription-benefit.48 A cash customer's prescription does not require any adjudication: The customer simply presents the prescription and pays CVS the retail price for that quantity of the medication on that day at that particular location. By contrast, CVS would submit an HSP member's claim to the program's PBM for adjudication.49 Their transactions involve outside adjudication and an unfunded prescription benefit, so HSP members were not "cash customers." Finally, that HSP members actively had to enroll in HSP, pay a fee, and agree to terms and conditions differentiates them from the "general public." Members of the general public could not access HSP's unique pricing structure unless they took the steps necessary to join the program. Despite Dr. Navarro's claims that HSP prices were "a discount. . . available to the general public which resulted in a lower U&C paid by the general public,"50 he acknowledges that membership-program prices were available only to those customers who enrolled, paid a fee, and agreed to the program's terms.51 Based on my experience in the industry during the relevant time period, customers who enrolled in a pharmacy's membership program did not constitute members of the "general public," and offers of membership programs which required customers actively to enroll, pay a fee, and agree to terms and conditions did not constitute prices offered to the general public. Opinion 3: The U&C Price is Not the Price Most Frequently Charged Industry literature that addresses U&C does not support the conclusion that U&C is generally understood as being the pharmacy's most frequently charged price.52 I have never encountered a contract that defined U&C prices to be the pharmacy's most frequently charged price. I am not aware of any pharmacy that submits its most frequently charged price to any PBM as its U&C, 47 Navarro Decl. ¶ 35. 48 See supra Section III D (defining cash customers). 49 Caremark processed HSP claims between November 2008 and July 2013, and ScriptSave processed HSP claims after July 2013. 30(b)(6) Dep. 235:5-20. 50 Navarro Dep. 142:7–16. 51 Id. 142:17–143:5. 52 AMCP 2013 Update at 54; AMCP 2009 Update at S7; AMCP 2007 at 17. 15 0 0 Exhibit A 0 Pamela L. Wyett 25900 W. 11 Mile Road, Suite 250 (248) 770.6866 (Mobile) Southfield, Michigan 48034 (e-mail) EXPERIENCE. XILANG CONSULTING GROUP Naples, Florida SVP, Product Innovation October 2015-Current Consulting services that provide an executive team of industry leaders to focus on strategy and execution for pharmacies and payers to remain competitive in a complex market. Providing education, direction and innovation to get to the right solution for each company. TPA CONSULTANTS Southfield, Michigan President May 2000 - Current A third party consulting firm that provides administrative support, contracting services, education and analysis on industry issues including Medicare Part D, Medicaid Reform, and emerging health care trends. Specializing in Third Party contracts and programs, HMO/PPO design implementation and sales and marketing. Past clients have included Cardinal Health, CVS, Target, National Community Pharmacists Association, Care Choices/Trinity Health, Finpago/FSAok and Pharmaceutical Care Management Association. FINPAGO Horsham, Pennsylvania EVP, Marketing and Sales September 2008 – May 2013 A consumer health care payments company that automates out of pocket expenses for consumers through their health care providers. Responsible for development of network, building industry awareness, contract negotiation, enrollment and implementation CARDINAL HEALTH Dublin, Ohio Senior Director, Managed Care Marketing February 2004 – August 2008 Provide training and education, management and direction to staff and sales associates for two national PSAO's (Provider Services Administrative Organization) that supports over 3,000 independent and regional retail chain pharmacies.  Developed and implemented the first regional chain PSAO in the United States  Sales and Operational support across Cardinal Health business units  Third Party contract negotiations  Identification and implementation of additional network opportunities, including pharmaceutical care and disease state management initiatives  Creation and maintainance of audit assistance and pharmacy central pay and reconciliation programs  Management of industry relationships including PBM, professional groups and trade associations  Collaboration with industry leaders on current issues and future opportunities. SAV-MOR FRANCHISNG, INC. Novi, Michigan Vice President of Operations December 2000 – January 2003 0 Accountable for the direction of day-to-day franchise operations for 90+ retail pharmacies in the states of Michigan and Ohio.  Administration of all corporate and store programs  Sales and Marketing to independent pharmacies  anagement of vendor relationships, rebate programs and program expansion  Development and maintenance of corporate web site  Development, operation and maintenance of a computerized Pharmacy reconciliation system. McKESSON CORPORATION Livonia, Michigan Director of Operations, Paysystems March 1998 to April 2000 Responsible for the day-to-day operations of this McKesson Financial Services Division with respect to pharmacy reimbursements, funding, reconciliation and customer support to over 2,500 pharmacy accounts nationwide.  Transferred and streamlined business from Scottsdale, Arizona to Livonia, Michigan, fully stabilizing business, implementing cost saving efficiencies and procedures.  mplemented new data model to correct design flaws and re-engineer system productivity within 90 days.  Reduced monthly revenue losses by 60% within six months  Re-established positive relationships with chain accounts and third-party payors ARBOR DRUGS, INC. Troy, Michigan Manager, Pharmacy Administration April 1992 to July 1998 Responsible for third-party contracting, claims processing, reconciliation, system compliance and all third party communications for a 200+ unit regional pharmacy chain. Manager, MIS Support Services December 1990 to April 1992 Development of a support center within MIS for all system applications. Responsible for chain-wide problem determination and resolution. Managed the IBM POS system development and integration, including communications, programming, system documentation and corporate training. Pharmacy Systems Consultant August 1990 to December 1990 Systems liaison for design, development and implementation of an on-line chain pharmacy system. Coordinated system testing of programs, documentation of all procedures, carrier formatting requirements and training of corporate personnel. McKESSON CORPORATION Detroit, Michigan Hospital Account Representative February 1990 to August 1990 Manager, On – Line Pharmacy Customer Support June 1983 to February 1990 Accomplishments and Associations  Current member of The Michigan Board of Pharmacy  Current member of NCPDP  Member of Michigan Pharmacists Association  Presented with the Sprit of Independence award from NCPA in 2005  National speaker for the implementation and facilitation of Medicare Part D  Industry educational speaker for NCPA  Past Member of National Advisory Board for Community Care Rx and Miraxa  Past Member of NACDS and NCPA  Development of national PSAO workgroup  Subject Matter Expert in the area of Pharmacy/PBM contracts and relationships References will be furnished upon request 0 PRIOR TESTIMONY  Wisconsin v. Abbott Laboratories, et al., Case No. 04-cv-1709 (Dane Cnt. Cir. Ct. 2015)  Illinois v. Abbott Laboratories, et al., Case No. 05-CH-2474 (Cook Cnty. Cir. Ct. 2009) 0 Exhibit B 0 Materials Considered Public Documents or Websites  Wal-Mart Cuts Generic Prescription Medicines to $4, (September 2006)  Target, Kroger Now Offer $4 Generic Prescription Drugs, Austin Times (December 2010)  Brin, Pharmacies Fight Tough Battle on Generic Prices, The Wall Street Journal (December 2008)  Gerencher, Save at the Drugstore, The Patriot-News (December 2011)  Best Buy Drugs Article, Consumer Reports (March 2011)  Klepacki, Discount Generics Programs Flood Retail, Drug Store News (November 2008)  Ryan, Patient-Centered Healthcare, Boston Globe (June 2009)  Fein, Pharmacy Profits and Walmart, Drug Channels Blog (2009)  Prescription Drug Price Trends, GAO (2004)  AMCP Guide to Pharmaceutical Payment, 2013 Update (Version 3)  AMCP Guide to Pharmaceutical Payment Methods, 2009 Update (Version 2)  AMCP Guide to Pharmaceutical Payment Methods, 2007 Update (Version 1)  Applied Policy Issue Brief, NCPA  Fein, ESRX-MHS Merger, Drug Channels Blog (2012)  Fein, Solving the Mystery, Drug Channels Blog (2015)  Humer, U.S. Insurer Caught on to Valent Billing, Reuters (2015)  PCMA, Executive Summary of Medicaid Research (2013)  Kaiser Family Foundation, Preventive Services Under the ACA (2015)  Statement of the FTC Regarding ESRX-MHS Merger No.111-0210 (2012)  Herrick, Uninsured Shoppers May Lose Drug Discounts, NCPA Health Policy Blog (2016)  HSP FAQs  Fein, Walgreens' $4 Surrender, Drug Channels (2008)  Fein, Five Fun Facts, Drug Channels (2015)   Fein, The 2016 Economic Report on Retail, Mail, and Specialty Pharmacies (2016)  Shaffer, Low Cost Generic Drugs Not Cheap For All (2009)    Court Documents  Rite-Aid Amicus Brief in Garbe v. Kmart Corporation, Case No. 15-1502 (7th Cir. 2015)  Plaintiffs' Third Amended Complaint, Case No. 15-CV-3504-YGR, Dkt. No. 101 (N.D. Cal. Apr. 4, 2016)  CVS's Answer to Plaintiffs' Third Amended Complaint, Case No. 15-CV-3504-YGR, Dkt. No. 144 (N.D. Cal. Aug. 8, 2016)  CVSC-0000091  CVSC-0254314  CVSC-0000112  CVSC-0000174  CVSC-0000190 0  CVSC-0000191  CVSC-0000192  CVSC-0356466  Caremark-0000829  CHSP0001157 Depositions and Declarations  Declaration of Professor Joel W. Hay, PhD  Declaration of Robert P. Navarro, Pharm. D.  Deposition of Robert P. Navarro, Pharm. D.  Deposition of William Barre  Declaration of Bill Strein  Declaration of John Lavin  Declaration of Franceen Spadaccino  30(b)(6) Deposition of Hillary Dudley  Deposition of William Boyd and Exhibits  Deposition of Tom Gibbons (Texas) and Exhibits  Deposition of Elizabeth Wingate (Texas and Corcoran)  Deposition of John Zevzavadjian  Deposition of Tom Morrison (Texas and Corcoran)  Declaration of Michael Reichardt  Declaration of Amber Compton  Declaration of Tom Gibbons  Deposition of Sue Colbert  Declaration of Catherine Graeff Contracts  BCBS of Michigan CVSC- 0322909  Express Scripts CVSC -0325306  Aetna CVSC-0323277  ProCare PBM/RX CVSC-0346524  SXC Health Solutions, Inc. CVSC-0005440  Prescription Solutions SolutioNet CVSC-0005696  BCBS of Florida CVSC-0006144  BCBS of Georgia CVSC-0006241  Innoviant CVSC-0006412  Total Script CVSC-0014340  Serv-U Prescription Services CVSC-0014349  BCBS of Texas CVSC-0014519  John Deere Health Care CVSC-0014580  ACS/Consultec CVSC-0014647  American Health Care CVSC-0014729; CVSC-0342412  PBM Plus LOA CVSC-0019063  MedTrak Services CVSC-0024519 0  US Script CVSC-0024587  Netcard Systems CVSC-0029379  Selecthealth CVSC-0283954  Benecard PBF CVSC-0323062  Blue Shield of CA CVSC-0323374  Blue Shield of CA CVSC-0323398  Geisinger Health Plan LOA CVSC-0323623  Geisinger Health Plan CVSC-0323710  Coventry CVSC-0323965  AdvancePCS CVSC-0324071  EHO CVSC-0324101  Catamaran Main Agreement CVSC-0324752  Excellus Health Plan, Inc. CVSC-0325126  Envision RxOptions CVSC-0325563  Data Rx CVSC-0325597  Envision RxOptions CVSC-0326136  Independent Health Association LOA CVSC-0327529  MaxorPlus CVSC-0327537  Netcard Systems Interim LOA CVSC-0327565  Rx Options CVSC-0327919  OptumRX CVSC-0327927  Magellan CVSC-0328017  Paid Prescriptions LLC CVSC-0328027  Navitus Health Solutions LLC CVSC-0328069  Humana Inc CVSC-0328301  Navitus Health Solutions LLC LOA CVSC-0328379  HealthSystems CVSC-0328419  AmeriHealth Mercy Health Plan CVSC-0328806  Script Care, LTD CVSC-0328835  Prime Therapeutics CVSC-0329324  IdealScripts CVSC-0329513  Restat CVSC-0333688  Sav-Rx CVSC-0333711  DirectComp Rx CVSC-0333761  MedImpact CVSC-0333819  Coventry Health Care, Inc. CVSC-0336509  Coventry CVSC-0336739  Envision RxOptions CVSC-0337113  BCBS of Kansas CVSC-0337445  Prescription Solutions CVSC-0342343  Argus CVSC-0342672  BeneScript Services, Inc. CVSC-0343071  Catalyst Rx CVSC-0343448  Capital Health Plan of Florida CVSC-0343696  Cigna Health Corporation CVSC-0343770 0  Employee Health Insurance Management (EHIM) CVSC-0344155  Global Provider Synergies Network CVSC-0344176  Emblem Health CVSC-0344180  Future Scripts CVSC-0344217  GHS Data Management Inc. CVSC-0344362  Health Trans LOA CVSC-0344482  Health Trans CVSC-0344493  Horizon New Jersey Health CVSC-0344615  Keystone Mercy Health Plan CVSC-0345001  Lovelace Health Plan CVSC-0345024  MaxCare RX CVSC-0345105  MC-21 CVSC-0345267  MemberHealth CVSC-0345569  Navitus Health Solutions LLC CVSC-0345740  National Pharmaceutical Services CVSC-0346000  PBM Plus Inc. CVSC-0346276  PCN CVSC-0346242  PICA CVSC-0346444  Ramsell Public Health Rx CVSC-0346838  RESTAT CVSC-0347104  Rocky Mountain Health Plan CVSC-0347195  RX America LLC CVSC-0347336  ScripNet CVSC-0347325  SelectHealth Inc. CVSC-0347439  TimeSys, Inc. CVSC-0347545  Wellpoint Pharmacy Management CVSC-0348315  BCBS of Kansas City CVSC-0351432  CIGNA Healthcare of Massachusetts CVSC-0351476  MedImpact CVSC-0351768  Medco Health Solutions Inc CVSC-0355806  PharmaCare Management Services, Inc. PDM00000001 Additional PBM Documents  Medco Provider Manual 2009  Medco Provider Manual 2011 0 Exhibit C 0 0