Office of HEALTHCARE ACCESS · 10/16/2014 · 14 Office of the Attorney General and the Office of Health 15 Care Access identified by Docket Nos. OAG 14-486-02 and 16 OHCA 14-31927-486

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ORIGINAL STATE OF CONNECTICUT

DEPARTMENT OF PUBLIC HEALTH

OFFICE OF HEALTH CAR

Office of HEALTHCARE ACCESS

SAINT MARY'S HEALTH SYSTEM , I NC.

AND TENET HEALTH CARE CORPORATION, INC.

PURCHASE OF SAINT MARY ' S HEALTH SYSTEM'S ASSETS

DOCKET NUMBERS: OHCA 14-31927- 486 AND OAG 14-486- 02

OCTOBER 16, 2014

1 : 00 P.M .

POST REPORTING SERVICE HAMDEN, CT (800) 262- 410 2

1

HEARING RE: ST. MARY'S HEALTH SYSTEM & TENET HEALTH CARE OCTOBER 16, 2014

1 . Verbatim proceedings of a hearing

2 before the State of Connecticut, Department of Public

3 Health, Office of Health Care Access, in the matter of

4 Saint Mary's Health Systems, Inc. and Tenet Health Care

5 Corporation, Inc., Purchase of Saint Mary's Health

6 System's Assets, held at the Courtyard by Marriott

7 Waterbury, 63 Grand Street, Waterbury, Connecticut, on

8 October 16, 2014 at 1:00 p.m.

9

10

11

12 HEARING OFFICER KEVIN HANSTED: Good

13 afternoon, everyone. This public hearing before the

14 Office of the Attorney General and the Office of Health

15 Care Access identified by Docket Nos. OAG 14-486-02 and

16 OHCA 14-31927-486 is being held on October 16, 2014 to

17 consider Tenet Health Care Corporation and St. Mary's

18 Health System, Inc., application for a transfer of assets

19 from St. Mary's Health System, Inc. to Tenet Health Care

20 Corporation.

21 The hearing is part of the procedure under

22 what is commonly referred to as the Conversion Statute

23 which requires the Commissioner of the Office of Health

24 Care Access and the Attorney General to evaluate any

POST REPORTING SERVICE HAMDEN, CT (800) 262-4102

2


1 proposal which would convert a nonprofit Connecticut

2 hospital to a for profit entity. For OHCA's purposes,

3 this public hearing is being held pursuant to Connecticut

4 General Statutes Section 19a-639a and 19a-486e and will

5 be conducted as a contested case in accordance with the

6 provisions of Chapter 54 of the Connecticut General

7 Statutes.

8 My name is Kevin Hansted, and I have been

9 designated by Commissioner Jewel Mullen of the Department

10 of Public Health to serve as the Hearing Officer for this

11 matter. Staff members assigned to assist me in this case

12 are Ms. Kimberly Martone, Director of our Operations for

13 OHCA and Mr. Steven Lazarus. The hearing is being

14 reported recorded by Post Reporting Services.

15 OHCA will make its determination on this

16 application pursuant to Sections 19a-486d and 19a-639 of

17 the Connecticut General Statutes. Specifically, OHCA

18 will consider the following.

19 Whether the affected community will be

20 assured of continued access to affordable health care;

21 whether the purchaser has made a commitment to provide

22 health care to the uninsured and underinsured; whether

23 safeguards are in place to avoid a conflict of interest

24 in patient referral and will take into consideration and


3


1 make written findings concerning each of the statutory

2 certificate of need guidelines and principles.

3 Saint Mary's Health System, Inc. and Tenet

4 Health Care Corporation have been designated as parties

5 in this proceeding. The Massachusetts Nurses Association

6 has requested and has been designated as an intervenor

7 with limited rights of participation in this proceeding.

8 And, at this time, I'll turn it over to

9 Deputy Attorney General Perry Zinn Rowthorn for his

10 comments.

11 MR. PERRY ROWTHORN: Good afternoon,

12 everybody. I am Perry Zinn Rowthorn, Deputy Attorney

13 General for the State of Connecticut. Attorney General

14 George Jepsen has designated me as his Hearing Officer

15 for this matter. I want to thank our applicants, our

16 intervenor, the witnesses who we'll hear from and most

17 importantly, the members of the public. The sale of

18 Saint Mary's Hospital, like any nonprofit community

19 hospital, is a very significant matter for the

20 communities that it serves. So, we are pleased that you

21 have the opportunity to hear about this transaction and -

22 - and just as importantly, perhaps more importantly, that

23 we have the opportunity to hear from you. We're going to

24 give everybody the opportunity to be heard.


4


1 I want to say a couple things about the

2 Attorney General's role in this process and the criteria

3 that he uses in evaluating this application. I apologize

4 for those who had to hear this yesterday. I'll try to

5 keep my remarks brief.

6 The Attorney General has a traditional

7 role, and it's a role that's also reflected in the

8 Conversion Act to represent and protect the public's

9 interest in charitable assets, in assets, moneys or

10 properties that are devoted to charitable purposes. His

11 role is to make sure that those purposes are, in fact,

12 served and that charitable resources aren't diverted to

13 other purposes. In the context of a hospital conversion,

14 a nonprofit hospital like Saint Mary's Hospital hold its

15 assets essentially for charitable purpose, that is, for a

16 -- for the purposes of providing healthcare services in

17 the communities that it serves. It does not hold assets

18 for the purpose of generating profits for owners or

19 shareholders. And in that respect, nonprofit hospitals

20 differ from for profit hospitals who have, as at least

21 one purpose, a profit making motive.

22 So, what we will do -- what the Attorney

23 General will do, focusing on the charitable assets of

24 Saint Mary's Hospital is ask whether the administrators


5


1 of the hospital, the decision makers in the hospital who

2 really are the stewards of the charitable assets of the

3 hospital, have acted responsibly in deciding to sell the

4 hospital's assets, whether they've been -- we will ask

5 whether they have been careful in -- in selecting a

6 purchaser. In negotiating the terms of the deal, we will

7 make sure that the terms of the deal are, in fact, fair,

8 that fair market value is being received. And then

9 importantly, after the transaction, we will make sure

10 that the proceeds of the sale, which themselves will

11 become and remain charitable assets, are safely in a

12 position to be used exclusively for nonprofit health

13 purposes in the Waterbury community. We are on track to

14 decide this application in December as the current

15 deadline. A decision will be either to approve the

16 application as it is, to deny it or to approve it with

17 conditions or modifications that relate to the purposes

18 of the Conversion Act. And with respect to the Attorney

19 General's involvement in the Conversion Act that means

20 primarily conditions that relate to the safeguarding of

21 charitable assets going forward.

22 OHCA has a different charge and that is to

23 make sure that as Kevin talked about, to make sure that

24 this transaction does not impede access to healthcare in


6


1 the community. We don't in the Attorney General's office

2 primarily have a role with respect to going forward the

3 operations of the -- of the resulting for profit

4 hospital. So, that is essentially our

5 charge. We're going to try to hear everybody. We were

6 able to, I think, hear everybody who wanted to be heard

7 last night. We were here 'til 8:30. The hope is with

8 the cooperation of the parties, we can -- we can move

9 business along but we do -- we are going to stay here as

10 along as we need to to hear whoever wants to be heard.

11 So, with that, thank you. Let me

12 introduce Gary Hawes next to me on my right, your left.

13 Gary has been coordinating this review for the Office of

14 the Attorney General. Next to him is Henry Salton who

15 runs our Health and Education Department. He's been

16 providing legal advice to the Attorney General and to

17 OHCA in this proceeding.

18 Thank you.

19 HEARING OFFICER HANSTED: Thank you,

20 Perry.

21 And, at this time, I'll ask staff to read

22 into the record those documents already appearing on the

23 table for the record. All documents have been identified

24 in the table for reference purposes.


7

1

2


Mr. Lazarus.

MR. STEVEN LAZARUS: Good afternoon.

3 Steven Lazarus. I'd like to enter into the record

4 Exhibits A through EE.

5 HEARING OFFICER HANSTED: Thank you. And,

6 are there any other exhibits to be received and be

7 entered into the record?

8 MR. LAZARUS: There is one additional.

9 That would be a motion.

10 HEARING OFFICER HANSTED: Okay.

11 MR. LAZARUS: We're going to enter that we

12 received this morning from Saint Mary's, and that's for -

13 - to include certain portions of the testimony yesterday

14 into the record -- into this record from Waterbury and

15 that's something to be ruled on at a later time. We will

16 call that exhibit FF.

17 HEARING OFFICER HANSTED: Thank you.

18 Counsel, are there any objections to any

19 of the exhibits in the table on the record?

20 MR. DOUGLAS COHEN: No objection.

21 MR. JAMES SHEARIN: No, sir.


23 For today's hearing, we will first hear

24 from the applicants for an overview of the proposal.


8


1 Then the intervenor will have 15 minutes to provide its

2 testimony. The applicants may cross-examine the

3 intervenor, but the intervenor may not cross-examine the

4 applicants.

5 Then we will hear from the public. Out of

6 deference to legislators and municipal officials, we will

7 call them first and then we will go to the public section

8 of the signup sheets. People who wish to speak should

9 write their name on the signup sheets which are located

10 outside the door at the table when you first walked in.

11 So, if anyone has not done that, please do so at your

12 earliest convenience so we know whose names to call

13 during the public portion.

14 And, at this time, would all the

15 individuals who are going to testify on behalf of the

16 applicants and the intervenor, please stand, raise your

17 right hand and be sworn in by the court reporter.

18

19 INDIVIDUALS

20 having been called as witnesses, having been duly sworn,

21 testified on their oaths as follows:

22

23

24

HEARING OFFICER HANSTED: Thank you, all.

And, just one -- one bit of housekeeping


9

10 HEARING RE: ST. MARY'S HEALTH SYSTEM & TENET HEALTH CARE

OCTOBER 16, 2014

1 before the applicant presents its opening statement.

2 There was a -- a motion filed by the applicants to submit

3 the testimony of Vanguard Health Systems, Inc. and

4 Greater Waterbury Health Network, Inc. from last night's

5 hearing into this evening's record. And, that motion is

6 hereby granted.

7 MR. COHEN: Thank you.

8 HEARING OFFICER HANSTED: And the

9 applicants may proceed at this time.

10 MR. BOB MAZAIKA: Thank you. I'm Bob

11 Mazaika, Chairman of the Board of Saint Mary's Health

12 System. And, I thank you very much for allowing us to

13 discuss the proposed transaction between Saint Mary's

14 Health System and Tenet Health Care Corporation.

15 As you know, the new statute had us have a

16 public hearing which we did on July 28 of this year.

17 And, I want to start the meeting by thanking all of those

18 in the public who attended that meeting. It was well

19 attended. Their comments were well intentioned and we

20 appreciate it very, very much.

21 I think you'll see today some differences

22 between yesterday's hearing and today's hearing. First

23 of all, we are not a financially distressed institution.

24 Second, we are not facing a financial cliff in 2015. The



1 similarity is that we also have identified a need for a

2 capital partner.

3 Ten years ago, our strategic planning

4 process identified a need for a capital partner in order

5 to completely implement our strategy to increase access

6 to high quality healthcare in the Waterbury -- Greater

7 Waterbury area. And, I will interrupt myself. I forgot

8 to adopt my pre-filed testimony. I so do.


11

10 MR. MAZAIKA: Over the last four years, we

11 had a taskforce made up of seven community members and

12 we've met at least weekly over those past four years. We

13 explored nonprofit Catholic systems. We explored

14 nonprofit non-Catholic systems, for profit health

15 systems, and for profit Catholic health systems. We

16 visited five for profit hospitals in five states, and you

17 can see they go from ocean to ocean and coast to coast.

18 I attended four of those. I missed the

19 Idaho visit. I will have to tell you from my own

20 personal experience, I was very impressed on how the for

21 profits operated hospitals. In every case, ER access had

22 increased and we had private conversations with the Board

23 and in every case, the Boards felt the hospitals were

24 being better run under a for profit organization than



OCTOBER 16, 2014

1 they were when they were for a not for profit hospital.

2 We spent a lot of time on planning, having

3 discussions with potential partners and doing our due

4 diligence. We established guiding principles of

5 affiliation before we started this process. And, they

6 were under these four headings. Philosophical. We

7 determined at the beginning that we wanted to remain a

8 Catholic hospital. That was very important, not only to

9 us, but to the Archbishop of Hartford. We were looking

10 for a strong financial partner because we felt we needed

11 a capital infusion to help us complete our strategy. We

12 wanted a partner who agreed with us on our strategic

13 vision of the Waterbury marketplace. And, we needed help

14 in recruitment of doctors and also we wanted someone who

15 would accept our underfunded pension liability.

16 We chose Tenet because they met all of

17 these principles as well as having a history of running

18 Catholic hospitals. They have in these four places

19 preserved the culture and religious mission of Catholic

20 hospitals. And, they kept their commitments regarding

21 the ethical and religious directives and charity care.

22 I personally visited with Saint Vincent

23 Hospital in Worchester, Massachusetts. I toured the

24 facility with a Vice President of Nursing and was very



OCTOBER 16, 2014

1 impressed with how that hospital was being run. And, we

2 were allowed to have a private conversation with no

3 management present with the Board of Directors and to in

4 person, they all had nothing but good things to say about

5 how Tenet lived up to their commitments, honored the

6 Catholic heritage and they've been in business with Tenet

7 for about 15 years.

8 I'd like to spend a few minutes talking

9 about the new foundation. As you know, from this

10 transaction, there will be a significant cash flow into

11 the -- into the -- our corporation. We will develop a

12 new Saint Mary's Hospital Foundation with a new purpose

13 and a new mission. It will be a Catholic nonprofit

14 foundation. And, we will be spending the money in the

15 Greater Waterbury area, to direct -- to direct community

16 health needs that we will determine.

17 In conclusion, I look forward to your

18 approval of this transaction so that we can continue to

19 improve the access, the high quality healthcare for the

20 Greater Waterbury region. I thank you for your time and

21 I will now have Chad Wable, President.

22

23

24

HEARING OFFICER HANSTED: Thank you.

MR. CHAD WABLE: Thank you, Bob.

Good afternoon. My name is Chad Wable,



OCTOBER 16, 2014

1 and I'm the President and CEO of Saint Mary's Health

2 System and Saint Mary's Hospital, and I hereby adopt my

3 pre-filed testimony.


5 MR. CHAD WABLE: First, I want to thank

6 the Attorney General's Office, the Department of Public

7 Health, the Office of Health Care Access for their time

8 and effort and careful review in consideration of our

9 proposal. And, I want to thank all those interested

10 community members that attended our previous public

11 hearing on this matter on July 28, and those here today

12 for their interest in this opportunity and the community

13 at large for their support and encouragement for this

14 once in a lifetime opportunity to positively transform

15 health and healthcare in Waterbury.

16 I am delighted to be before you today in

17 support of our proposal. We are fortunate in many ways

18 to have Tenet Health Care Corporation as our partner and

19 we are very excited about the opportunity to join the

20 Tenet network of hospitals.

21 Saint Mary's has over 20 locations for

22 healthcare services throughout the Greater Waterbury

23 area. Our hospital is located in one of the poorest and

24 neediest areas in Connecticut from a health and



15

1 healthcare perspective. We consider it a great privilege

2 to serve as a safety net hospital offering a central

3 services for the neediest in our community and our

4 community at large. And, we take this responsibility

5 very seriously.

6 As a Level II trauma center, we have one

7 of the busiest emergency departments in Connecticut

8 caring for more than 70,000 patients a year. We offer a

9 full array of services as a progressive comprehensive

10 community teaching hospital. We have a robust teaching

11 service with four residency programs and many other

12 allied health professional education services. Our

13 affiliated employed medical practice, the Franklin

14 Medical Group, employs over 90 providers to support our

15 teaching services and to provide medical and specialty

16 care throughout our service area.

17 Saint Mary's is one of the largest

18 employers in Waterbury with nearly 2,000 staff and 400

19 employed and independent physicians and other allied

20 health professionals. Saint Mary's Hospital was the most

21 important asset in this transaction with 86 percent of

22 our system revenues and 94 percent of our assets derived

23 from the hospital.

24 Tenet has agreed to pay 150 million for



OCTOBER 16, 2014

1 Saint Mary's. In addition they have agreed to follow

2 along capital of at least 85 million for the community.

3 This consideration is very important to our ability to

4 continue to thrive in serving our community's health

5 needs well into the future, especially given the

6 tremendous pressure on hospitals to be more efficient,

7 maintain access to care, and improve quality despite

8 continued reductions in funding from nearly all payers

9 for hospital services.

10 Saint Mary's has recently completed a

11 thoughtful and thorough strategic planning process. The

12 process included members of the Board of Directors, our

13 medical staff, and our hospital staff. It was based on

14 both clinical and financial data specific to our market.

15 Through this process, we have developed a clear picture

16 of what we anticipate the future of healthcare will hold.

17 Based on this, we believe -- we believe the future of

18 Saint Mary's is not best served as an independent

19 hospital but rather as a member of a large sophisticated

20 well capitalized network. Tenet provides those resources

21 and will help us achieve our vision for the future.

22 Beyond enhancing access to care, improving

23 quality and safety and offering comprehensive care

24 locally, this transaction will enable us to properly care



1 for our pensioners for their retirement which was very

2 important to our Board of Directors. Additionally, it

3 will allow us to satisfy our long-term debt and

4 liabilities at closing. This transaction will leave

5 significant residual cash for the resulting foundation

6 that will end up with over 100 million dollars in cash

17

7 and a net worth of over $135 million to further serve the

8 health needs in the Waterbury community.

9 As a Catholic health system and hospital,

10 we treasure our Catholic mission, ministry and values and

11 are confident in Tenet's commitment to maintain our

12 Catholic heritage and abide by the ethical and religious

13 directives. We are further comforted by the fact that

14 the regional CEO, Erik Wexler, is a former Catholic

15 hospital CEO and Tenet's overall support and commitments

16 to other Catholic hospitals in their network. Tenet's

17 support of our Catholic mission and ministry is

18 highlighted by their strong support and unwavering

19 commitment to maintain our current community benefit

20 standards and charity care among other commitments.

21 This means that we will continue to accept

22 all Medicare and Medicaid patients, accept all emergency

23 patients regardless of their ability to pay, maintain an

24 open medical staff, promote public health while providing



OCTOBER 16, 2014

1 services at a reasonable cost. And, not only adopt, but

2 actively address our community health needs assessment

3 which is focused on access to care, mental health,

4 chronic disease and tobacco use.

5 There will be a local advisory board with

6 broad community representation that will have a

7 meaningful role with the hospital. It will be given a

8 great deal of local responsibility for overseeing the day

9 to day activities of the hospital and they will consult

10 with Tenet on strategic plans and add valuable input to

11 operating and capital plans.

12 There will be a Mission Integration

13 Committee of this Board to further protect our Catholic

14 identity and advance the culture that our founder,

15 Monseigneur Slocum started and our founding

16 administrators, the Sisters of St. Joseph, has built over

17 105 years.

18 What is compelling for us at Saint Mary's

19 was how similar Tenet's strategic thinking was to ours.

20 As I previously mentioned, we've recently completed our

21 strategic plan and we're in the process of implementing

22 it. We feel that a partnership with Tenet and joining

23 their network of hospitals will be a catalyst for

24 implementing our strategic plan. They will help us



OCTOBER 16, 2014

1 accelerate our implementation. Our vision is very much

2 aligned with Tenet. We want to become an integrated

3 network of healthcare providers and with Tenet, this

4 becomes a local regional and national opportunity.

5 Tenet is thought of in the industry as a

6 leader, a pioneer for accountable care in the emerging

7 models of value based care. They have vast experience

8 and expertise in delivering clinically integrated

9 networks and accountable care organizations aimed at

10 reducing the total cost of care while increasing access

11 and improving quality. They will bring this expertise

12 and experience to Waterbury and to the State of

13 Connecticut where it is desperately needed. We believe

14 Tenet is a trusted partner, and they will work with us to

15 enlist other trusted partners throughout the medical

16 community to help us empower and transform lives locally

17 throughout our community.

18 With over 50 percent of cancer and

19 orthopedic patients and nearly 40 percent of patients

20 leaving the Waterbury area for inpatient care, we believe

21 that Tenet is the very best partner for us to help us

22 attract and retain patients for care close to home. We

23 know that the care that we currently deliver is more

24 efficient, that our quality is as good if not better, and



OCTOBER 16, 2014

1 that we can drive value to employers and to future

2 healthcare consumers as a member of the Tenet network.

3 The strategic initiatives contained

4 in our plan are aligned with Tenet. They will bring

5 significant resources and expertise and experience to

6 help us achieve our strategic objectives. We believe

7 that strengthening the core is essential. This is all

8 about providing the very best quality and safety,

9 ensuring a very good patient experience and being

10 relentless in the way we learn and improve how we deliver

11 care to meet our patients' needs. And, we believe in

12 financial discipline which is being the most efficient,

13 productive and effective inpatient and outpatient

14 operation possible in serving our patients. We have made

15 terrific progress in all these areas and Tenet will help

16 us continue to make -- to meet these objectives.

17 As I mentioned earlier, Tenet will help us

18 build a clinically integrated network that will better

19 coordinate care among providers locally as we transition

20 towards value based care models. Dr. Schneider will

21 address this in more detail momentarily.

22 Tenet will also help us build clinical

23 service lines that will be consumer driven and consumer

24 facing so that we provide the right care to the right



OCTOBER 16, 2014

1 patient in the right setting. We will focus on patients'

2 outcomes and the patient's experience across the

3 continuum of care regardless of their entry point into

4 our system.

5 Lastly, Tenet will help us deliver a more

6 contemporary convenient and accessible ambulatory care

7 network. And as more care moves away from the acute care

8 setting, Tenet will provide the necessary resources and

9 expertise that they have gathered through the development

10 of their nearly 200 ambulatory facilities across the

11 country.

12 As a final note, I've been at Saint Mary's

13 for more than 12 years. I was previously the Chair of

14 the local United Way and very involved in the local

15 business and healthcare community. This proposal is very

16 important to improving the health and vitality of

17 Waterbury. As a CEO of Saint Mary's, I've spoken to many

18 interested partners across the country, and we have

19 entertained several options to merging, affiliating, and

20 partnering over the years. This proposal is the very

21 best proposal that we've ever considered and Tenet is

22 clearly the very best partner for us. I encourage you to

23 support and approve our application and proposal.

24 I now introduce our Chief Medical Officer,



OCTOBER 16, 2014

1 Steve Schneider.

2 DR. STEVE SCHNEIDER: Thank you very much.

3 I am Dr. Steve Schneider. I'm the Chief Medical Officer

4 for Saint Mary's Hospital. And, I do adopt my pre-filed

5 testimony.


7 DR. SCHNEIDER: One thing I would like to

8 say is that when I first got to the Waterbury community

9 25 years ago, I was part of the practicing medical staff

10 at Waterbury Hospital. I've served for many years, close

11 to 17 years, as Chief Medical Officer at Waterbury

12 Hospital before coming over to Saint Mary's three years

13 ago. I've been Chief Medical Officer at Saint Mary's

14 since that time. And, I've seen an evolution of the

15 community. When I first got here, it was relatively easy

16 to recruit very high quality physicians. A lot of our

17 medical staff were people trained at Yale, trained at the

18 University of Connecticut and other institutions.

19 Fortunately for us, most of those doctors are still

20 practicing today. And, the reason I say that is that it

21 is really crucial to have a core medical staff and a

22 medical staff development plan that really addresses the

23 community needs and that can replenish itself. That has

24 really presented some great difficulties over the last



OCTOBER 16, 2014

1 few years. As I've been interviewing more and more

2 candidates for positions, we're right now interviewing,

3 for example, and trying to recruit six more new primary

4 care doctors that we need right now in our primary care

5 practices. We just successfully recruited an

6 endocrinologist after about a year and a half search.

7 We're still looking for a rheumatologist. We've been

8 looking a long time to recruit a medical oncologist and

9 other specialties, gastroenterology.

10 Where as I meet the candidates, what they

11 basically tell me is they love the hospital. They like

12 the culture. They like the people that they're meeting.

13 They have great fears about coming into a small isolated

14 single hospital. They see what's happening nationally

15 and we try to recruit nationally, and what they tell us

16 is they have a 35 year career ahead of them. They want

17 to know what guarantees we have that a small hospital in

18 isolation from anything else is going to have the

19 resources to ensure that their careers will be

20 successful. Those are exactly the kind of forward

21 thinking doctors we want to recruit and we have lost many

22 recruits just because of their concerns about, will we

23 have enough capital to buy the equipment they need? Are

24 we sustainable independently over the long haul? And our



OCTOBER 16, 2014

1 yield in candidates therefore has been very low. Our

2 overall age of physician in the community, as you heard

3 yesterday, is in their late 50's. We actually have some

4 whole specialties where the average is 60 or greater.

5 And, by any stretch, we should be actively bringing in

6 new people now to replenish that supply. But, it has

7 been quite difficult to do that and present a compelling

B case for young physicians coming right out of training.

9 I do believe that the network that Tenet

10 has will give us the credibility in the national reach to

11 convince those people that have not wanted to come here

12 to be part of an eighty hospital system, to be part of a

13 large integrated medical group, and to be part of a

14 forward thinking and well financially endowed

15 organization that can assure them that the kind of

16 equipment and supplies they need and want will continue

17 to be available in the future for them.

18 One of the activities that we're

19 undertaking right now is the development of a clinically

20 integrated network and that is a partnership between our

21 own Franklin Medical Group and a lot of the community

22 physicians at Saint Mary's Hospital to provide integrated

23 care for our community which, I think, in the long run

24 will provide a much better quality of care because there



OCTOBER 16, 2014

1 will be communication between the primary care doctors,

2 the specialists, etcetera. There will be much less of a

3 duplication of testing, much less delay in diagnosis and

4 treatment and all of that requires great expense. We

5 have now put together our first attempt at that which is

6 an accountable care organization that has an application

7 for the Medicare Shared Savings Program for January 2015.

8 And, that has gone very well. We've got a large enough

9 network to qualify. We've gotten all the positive

10 feedback from Medicare that we are ready to go. And, so

11 we actually will have that experience. Just putting that

12 network together in our community alone with our own

13 employed medical group and a handful of other primary

14 care doctors and some specialists in the community is

15 well over a million dollar enterprise for year one. And,

16 at that, it took us a very long time to do a search and

17 find the information technology that enables you to get

18 the data that you need to coordinate care. And, so we're

19 going to start that process.

20 I've also seen what Tenet brings to the

21 table both in their own expertise and their own already

22 possessing of numerous ACO's, having a relationship with

23 Conifer that has astounding quality of informatics and

24 experience in putting together ACO's at a national level.



OCTOBER 16, 2014

1 I think that what they will do is not so much change what

2 we do but they will amplify it, catalyze it, make it

3 happen much more quickly and robustly to enable us to

4 really truly do population management at a very high

5 level. So, I look very much forward to being a part of

6 that organization.

7 In terms of quality of care, that is

8 something that has been very important to Saint Mary's

9 since I've been there and since a long time before I was

10 there. Some of the accolades and awards that have been

11 earned are listed on the slides, and essentially have to

12 do with very focused efforts in coordinating cardiac

13 care, in coordinating the initial acute heart attack

14 treatment, to get patients into definitive treatment in a

15 very quick fashion. All of our core measures have been

16 really excellent so that over the last several years, St.

17 Mary's has truly offered already very high quality as

18 measured by any of the metrics that are available and

19 very low cost to the point where in this past year, Saint

20 Mary's was the number one value hospital in the state as

21 a ratio of quality outcomes to cost.

22 So, it's a tradition that we're already

23 very proud of, but again, it is not a cheap enterprise to

24 put together the data, to put together the clinical



27

1 efforts in the management and integration of care to make

2 those things happen. And, again, we truly believe that

3 with the resources and experience that Tenet brings to

4 the table for us, that it will take the momentum that we

5 already have established and really propel us a lot

6 faster and further along. And, I truly believe that that

7 will be a major, major benefit to the community in terms

8 of quality of care, in terms of renewed vigor and

9 optimism for the community as a whole and in terms of

10 access for patients who will be able to reach out to much

11 more effectively with a bigger infrastructure behind us.

12 And, that concludes my testimony. Thank

13 you very much.

14 MR. TRIP PILGRIM: Good morning. I guess

15 it is afternoon. Isn't it? Good afternoon for the

16 record. I'm Trip Pilgrim, Senior Vice President of

17 Health Care Corporation. And, I, too, would like to

18 adopt the testimony I've previously given.


20 MR. PILGRIM: I introduce myself and then

21 introduce my colleague, Erik. I've been in Health Care

22 28 years, worked both on the for profit and on the

23 nonprofit side. I've actually been a hospital CEO as

24 well. So, this is something I've been doing sometime and



OCTOBER 16, 2014

1 before I get started, since Erik and I are going to be

2 doing this presentation together, I wanted Erik to

3 introduce himself.

4 MR. ERIK WEXLER: Good evening. I mean

5 good afternoon. I'm Erik Wexler. I'm the CEO for the

6 Northeast Region of Tenet Health Care and I adopt my pre-

7 filed testimony.


9 MR. WEXLER: Thank you.

10 MR. PILGRIM: And, the clicker? Tenet

11 Health Care was founded in 1976 as an investor on Health

12 Care Services Company. It went through some major

13 restructuring in 2002-2003 due to some issues that our

14 intervenors have pointed out that we'll discuss a little

15 bit later. The summary of that restructuring was a brand

16 new Board of Directors, brand new management team, new

17 clients, new governance and a number of measures to

18 ensure transparency in everything we do.

19 Today we're 80 hospitals, 105,000 plus

20 employees, close to 200 outpatient centers, over 23,000

21 affiliated physicians. We touch patients nearly 12

22 million times on an annual basis. And, then as it

23 relates to some of the things we're going to talk about

24 in terms of the changing environment, we do have 12



OCTOBER 16, 2014

1 accountable care organizations and operate six health

2 plans.

3 And, Erik, you want to talk about

4 Northeast?

5 MR. WEXLER: Sure. The Northeast region

6 of Tenet includes hospitals in Massachusetts, MetroWest

7 Medical Center in Framingham and also in Natick. And,

8 then Saint Vincent Hospital which is located in

9 Worchester, Massachusetts. In Philadelphia, we have two

10 hospitals, Hahnemann University Hospital which is an

11 academic medical center affiliated with Drexel School of

12 Medicine. And then St. Chris Hospital for Children which

13 is a pediatric hospital also affiliated with Drexel

14 School of Medicine.

15 You'll notice at the bottom of this slide,

16 but more specifically on the slide to follow, some of the

17 achievements that we've been able to earn within the

18 Northeast region and they include some highlights that I

19 think I'd like to address specifically and that is in

20 Massachusetts, Saint Vincent Hospital is known as one of

21 the top 100 hospitals in the United States. It has been

22 awarded that recognition for four years in a row. And,

23 as well, is recognized as a top 50 hospital for cardio

24 vascular care and has received that award also over



OCTOBER 16, 2014

1 multiple years.

2 But, other accolades that we've received

3 are on this slide. And, one of the areas, I would say,

4 we are also proud of is our magnet status in several of

5 our hospitals across the region. Both of our

6 Philadelphia hospitals have magnet status, St. Chris and

7 Hahnemann. And, one of our hospitals in Chicago which is

8 also under my responsibility is of magnet status and

9 that's MacNeal.

10 Trip is going to talk about our

11 partnerships. I'll turn it over to him.

12 MR. PILGRIM: Thank you, Erik.

13 And, just quickly, on the magnet status, I

14 know that issue was raised previously. Ten percent of

15 our hospitals or eight out of 80 have magnet status and

16 nationally that number is seven percent. So, we're at

17 the national average.

18 One of the things that we, as a company,

19 have been able to do in the last several years is form

20 successful partnerships. And, again, I think that's one

21 of the things that's attracted Tenet to Saint Mary's is

22 that -- is that track record. And, since 2008, Tenet's

23 acquired 30 acute care hospitals. Now, 28 of those were

24 in one slug when they acquired Vanguard Health System a



1 little over a year ago. And, of those 28 hospitals, 25

2 were previously not for profit. And, I think that's

3 important to note given we're talking about a conversion

4 of charitable assets. This is something we've done many

5 times in -- in states across the country and done them

31

6 very successfully. Some in 100 percent acquisition; some

7 in joint ventures as well.

8 We've demonstrated, we believe, to

9 regulators, healthcare providers, accreditation --

10 company accreditation organizations that we're a company

11 that you can trust. We're a company that's going to be

12 transparent and we're a company that you can work with

13 really to achieve one primary goal and that is to get the

14 highest quality of patient care possible.

15 Tenet facts. A couple of things we really

16 would like to focus on. One is that it's a public traded

17 company in a very regulated industry. We are subject to

18 a high degree of scrutiny. Just from the public market,

19 the quarterly filings we're required to make. The annual

20 filings we're required to make. And then on top -- and

21 then that's on top of what's already a highly regulated

22 industry at the state level and federal level. And,

23 we're proud. We're very proud to work with our

24 regulators at the state and federal level. Very proud



OCTOBER 16, 2014

1 working with investors that understand that we're in the

2 business to give great healthcare, and then healthcare

3 itself is a unique business. We have great relationships

4 with our physicians, our employees and most importantly,

5 the partners that we have developed across the country.

6 I mentioned earlier a year ago, Tenet

7 closed the transaction with Vanguard Health Systems where

8 I came from. I was previously with Vanguard. And, it

9 was really a a great marriage of two companies that

10 had many complementary strengths. Tenet was a company

11 that had been around 46 years. They developed some great

12 processes around operating hospitals in the scale

13 platform. They've had some good times. They've had some

14 bad times. Vanguard was a relatively younger company.

15 We focused more on innovation, trying new reimbursement

16 models, new approaches to providing value to those that

17 purchase our services. So, it really came together

18 bringing really the best of two worlds to have merged an

19 entity that did share some core core beliefs around

20 compliance, around quality, around patients' safety.

21 that merger now is a year and 16 days old. The

22 integration of that transaction has gone very, very

23 smoothly.

24 Tenet's core principles, not unusual to


So,


OCTOBER 16, 2014

1 see companies operate around a core set of values, core

2 set of principles. We're no different. At the top of

3 that list is quality. And, for us, quality drives

4 everything. Financial performance is a lagging

5 indicator. If we're doing a great job providing great

6 patient care, the financial picture will take care of

7 itself.

8 Integrity. We have to be compliant. We

9 have to be able to look at the people that buy our

10 services, the people that consume our services, the

11 states that we operate in, the communities we operate in

12 and be able to -- you know, be able to show that we are

13 operating in a compliant and fair way.

14 Service. This is the ultimate service

15 industry. And, we want to provide great service first

16 and foremost to our patients. High quality care in an

17 environment that generates a great experience for them

18 and their families. We also want to provide a great

19 experience, a great service to our physician partners.

20 They're the ones that actually practice medicine. It's

21 their licenses that are at risk when they're prescribing

22 care for their patients. And, we finally want to provide

23 a great service environment and experience for our

24 employees who are our number one asset.


1


Innovation. We're in a time where

2 healthcare is changing rapidly. The world that we lived

3 in for 40 years really is changing. It was not

34

4 sustainable and we want to be a part of that change, be a

5 catalyst for that change and be proactive. And so, we

6 very much embrace new ways of doing things. We can talk

7 about specifics there later.

8 Transparency, again, is back to the theme

9 of being compliant, being transparent to those who pay

10 for our services, those who consume our services and

11 those who regulate us.

12 I'll mention a little bit about the

13 environment. You know, we've been in an industry for

14 really since the institution of Medicare back in the

15 early 60's where our rewards or compensation as

16 providers, be it hospitals or physicians, it's based upon

17 how much we did. It was a volume based reimbursement.

18 The more the more volume, the more reimbursement.

19 We're moving away from that system. We're moving into a

20 system that where our rewards and compensations are going

21 to be based upon how well we did, the value that we

22 provide. The quality of care and the quality of care

23 delivered in a cost efficient manner. And, that's really

24 kind of the future state. One of the analogies that was



OCTOBER 16, 2014

1 mentioned yesterday, we're kind of in a place where we

2 have one foot on the dock and one foot on the boat as

3 we're moving from a fee for service to a fee for value.

4 But, as a large company, we believe we have the skill, we

5 have the resources to be able to straddle that -- that

6 transformation currently.

7 Erik is going to talk a little bit about

8 more specifics of our business model and how we're

9 approaching this -- this change in our industry.

10 MR. WEXLER: Thank you, Trip.

11 Well, first of all, I want to just point

12 out because I think it's important that we believe as an

13 organization that healthcare is local. Decisions have to

14 be made locally, and we embrace our Boards of Trustees

15 that will be in these hospitals should this application

16 be accepted by you. And, so decisions that are made

17 here, while I'm going to talk about some of the things

18 that we're doing across the country are largely led by

19 the executives that are responsible for this organization

20 by the medical staff and the trustees.

21 But, we have a number of innovative

22 approaches that we've been using across the United States

23 and we've been very successful with them. And, in

24 particular, as Trip pointed out, we've got accountable



OCTOBER 16, 2014

1 care organizations, twelve of those operating

2 successfully. One in Massachusetts that we helped form

3 as part of my region. Recently, we got the results of

4 that accountable care organization's performance and not

5 only was it creating a type of alignment that you would

6 hope and expect with physicians and medical staff and

7 payers, but the quality outcomes of the patients that

8 were served seem to be quite superb.

9 We've also employed the use of bundle

10 payments and this is, again, another alignment

11 opportunity for us with our medical staff and those that

12 are outside of our structure. It could be long-term care

13 facilities. It could be dialysis centers. But, it brings

14 us all together to make sure that under one payment

15 system, we coordinate care very well.

16 In Massachusetts, as some of you've heard

17 me say, this is a state that is on healthcare steroids.

18 In some ways, it's even ahead of California. And, we

19 have used the risk platform quite successfully in

20 creating alignment. And for an organization our size,

21 we're able to sustain that type of a risk platform where

22 if I were operating an independent hospital, I would have

23 some concerns about entering into those types of

24 situations.



1 In terms of best talent, Dr. Schneider

2 pointed something out earlier that resonated with me.

3 And that's the importance of recruiting medical staff.

37

4 And, our efforts around that type of important initiative

5 these days, given that especially in the primary care

6 space, there are very few of those physicians to go

7 around, we've been able to develop a national platform

8 through what's called Tenet Physician Resources that

9 assists our hospitals in that recruitment effort. We've

10 got national recruiters. We've got recruiters that will

11 be placed within the state of Connecticut just like we do

12 in Massachusetts and in our other markets.

13 We believe that to retain staff, you've

14 got to have not only an absolutely outstanding work

15 environment that any one of us in this room would choose

16 to want to be a part of, but that we've also got to be

17 able to compensate competitively for that. And, we work

18 very hard with a fairly robust group of people situated

19 not only in Dallas but also in our region to make sure

20 that we do that properly.

21 And, of course as, I think, Dr. Schneider

22 also pointed out having access to state of art technology

23 is really critical to our delivery of healthcare. And,

24 our capital investment in our hospitals to allow our



OCTOBER 16, 2014

1 institutions to get that type of equipment is something

2 we work on day and night and are proud to be deploying.

3 Finally, efficiencies. I've worked in

4 independent hospitals right here in this great city.

5 I've worked in small systems and in Maryland. And, when

6 I worked in Vanguard, I got to work in a bigger system.

7 But, I have never experienced in my career the

8 opportunity to work in an organization this size that has

9 a negotiating ability, that has the benchmark

10 information, the deep data that we need to make sure that

11 we are very efficient in the purchases that we do. This

12 helps us keep our staff on the ground by the bedside here

13 so that we can deliver high quality care.

14 And, later, when perhaps we have

15 questions, we'll talk more about performance management

16 and innovation. Dr. Diaz, who is sitting behind me, is a

17 Chief Medical Officer of the Northeast region will be

18 able to address this more specifically should questions

19 come up. But, we operate on a balance scorecard platform

20 that allows us to measure over 150 different indicators

21 crossing not -- not only into the clinical side which is

22 the most important thing that we do, but as well into the

23 business and management side of what we do. And, the

24 clinical councils that I referenced up here are an



1 important part of that. They include multi-disciplinary

39

2 physicians from around the United States in our hospitals

3 that talk about, for example, in our emergency department

4 council, the type of protocols that we have -- should

5 have in our hospitals to ensure good delivery of care.

6 And, Dr. Kelvin Baggett who is sitting

7 behind me, this gentleman right here in the blue suit, he

8 is the Senior Vice President and Chief Medical Officer

9 for Tenet, came in for this meeting. He not only leads

10 these clinical councils along with the gentleman, Mark

11 Matney, but is the chief architect of our Ebola strategy

12 which, I think, is important to mention here and he might

13 address later for you if you'd like. Our corporation is

14 at the forefront of putting protocols together and of

15 deploying what are called Ebola care teams to our

16 hospitals so that we address this issue aggressively.

17 Trip's going to talk about our capital

18 expenditures. So, I'll turn it over to you, Trip.

19 MR. PILGRIM: Erik, thank you very much.

20 And, as part of Erik's deep dive in some

21 of the things we're doing, the constant theme, and that

22 is the capital intensity of what we do as -- as an

23 organization. That capital intensity exists if you're

24 investor run or -- or a not for profit. This slide



OCTOBER 16, 2014

1 demonstrates really a couple of things.

2 First, that if we are committed to

3 reinvesting in our communities and in the facilities that

4 serve the communities we're in. One of the myths that

5 has been put forth about, you know, the risk or the down

6 sides of investor run healthcare is that, you know, we're

7 going to pack all our cash up in suitcases in Waterbury

8 and send it down to New York City to the investors and

9 not make the kind of investments that otherwise would be

10 made. The facts don't support that. You can see just in

11 the fiscal year, our fiscal year 2013, we made over 816

12 million in capital investments across our -- our

13 enterprise and that actually was in excess of the free

14 cash flow that was generated. But, these were

15 investments we knew needed to be made. We've got a

16 strong balance sheet access to lines of credit that will

17 allow us to do that.

18 We've made significant capital investments

19 in the markets that we've acquired. San Antonio, Texas.

20 We acquired five hospital system there. Had a 200

21 million dollar capital commitment in the first six years.

22 We actually spent 400 million. In the ten years we've

23 owned that system, actually 11 years now, we put over a

24 billion dollars of capital investment into San Antonio.



OCTOBER 16, 2014

1 That includes a replacement hospital in a side of town

2 that was -- had a higher percent of vulnerable

3 populations, socioeconomically challenged part of town.

4 We've also built a brand new hospital in

5 New Braunfels, Texas, about 20 miles outside of San

6 Antonio. We've got a capital commitment in Detroit,

7 Michigan, 850 million dollars. Five hundred million of

8 that was new construction. The DMC is eight hospital

9 system. Lost access to capital. They were making money

10 on an operating income basis, but they were in Detroit,

11 Michigan. And, Wall Street would not even consider

12 providing them the kind of credit necessary to sustain a

13 large enterprise like that. Hence, they went and looked

14 for a capital partner, selected us. And, as a part of

15 that transaction, we -- we've embarked upon a new series

16 of construction. Several of those projects are now

17 complete and open. The new specialty care center for the

18 Children's Hospital of Michigan, is top 25 children's

19 hospital in the country. It's a six story 100,000 square

20 foot ambulatory care center for the pediatric population.

21 We just opened up a brand new heart

22 hospital in the DMC campus. That, too, is about 80,000

23 square feet. So, we make significant capital

24 investments. So, two things from this slide



OCTOBER 16, 2014

1 to remember. One is that we're committed to the

2 communities. We do make capital investments. We believe

3 we have a growth model and we believe in making those

4 investments throughout the growth. And, secondly, don't

5 let someone tell you that because we're investor run,

6 we're not going to make those capital investments. The

7 facts obviously don't support it.

8 And, just to echo something Erik

9 mentioned, we do understand that that healthcare very

10 much is a local business. We're not packaging up

11 appendectomies and shipping them from Dallas, Texas. We

12 care what happens locally. The patients are local, the

13 nurses are local and we appreciate it greatly and care as

14 given in an organization such as Saint Mary's has been

15 serving this community for 105 years. And, we very much

16 don't want to delude or take away from that history or

17 legacy of that facility and what it's meant to this

18 community.

19 Someone mentioned yesterday that hospitals

20 occupy a very unique position. They're actually woven in

21 the fabric of community very, very differently than any

22 other type of enterprise. We understand that. We want

23 to recognize it and actually invest and enhance it.

24 Erik is going to talk about some of our



1 Connecticut rationale and why Saint Mary's.

2 MR. WEXLER: Well, I think I'd start by

3 saying that Tenet doesn't go where it's not welcome.

4 And, we have been warmly embraced here in Connecticut by

5 the institutions that we've been talking with and the

43

6 communities that we hope to serve and also by you. So, I

7 would start by saying that is the most important thing

8 for us to begin our entry into a new place like

9 Connecticut for us.

10 The demographics are good in Connecticut.

11 You know that. You have seen them, and we -- we believe

12 that bodes for our ability to help change healthcare here

13 and improve upon healthcare here. No doubt, the

14 potential affiliation with Yale-New Haven Health System

15 is important. Their clinical expertise combined with the

16 expertise of the medical staff in these institutions, we

17 think, will provide more access and better care to the

18 patients that we will serve.

19 The regional infrastructure that I talked

20 to you about earlier that serves the several markets that

21 I've described, that team, like Dr. Diaz, will be

22 deployed here to help our hospitals in any way we

23 possibly can either through protocols and standardization

24 opportunities or just for advice. But, we will take that



OCTOBER 16, 2014

1 regional infrastructure and use it here in Connecticut

2 and not recreate it.

3 The other thing that is clear is there are

4 hospitals in need. And, we are good at turning around

5 hospitals and helping to stabilize them. That's

6 something we're very proud of and that we can do here in

7 Waterbury with Saint Mary's and for that matter, with

8 Waterbury Hospital.

9 Turn the slide for me. Thank you, sir.

10 So, Saint Mary's. Well, a personal note,

11 first you probably know that I was an executive at

12 Waterbury Hospital. But, I enjoyed my time here very

13 much, and I am absolutely delighted that Saint Mary's

14 would be part of this transaction. In this room behind

15 me somewhere is a woman by the name of Peg Wahler and she

16 was an executive at Saint Mary's. She and I worked

17 together to actually get the contribution that was

18 necessary to start the Harold Leever Cancer Center. So,

19 our ability to come here and help Saint Mary's achieve

20 its goals and objectives is very exciting. This is a

21 hospital that has a full range of services. They provide

22 care there expertly, and we're very proud of that. And,

23 that's the kind of hospital we would want to join with.

24 Their Catholicity meets our objectives in



1 the other markets that we have, Catholic hospitals, and

2 we respect the ethical and religious directives and was

3 mentioned earlier, I was a CEO of a hospital where we --

4 where we were a Catholic hospital with the ERD's and do

5 everything to make sure that those ERD's are fully

6 respected.

7 The -- the other aspect of Saint Mary's

8 that's important to us is that they are a high value

9 institution as described, I believe, by Chad. They have

10 an efficient cost structure with high quality and that

11 fits perfectly within the platform that we believe we

12 need to achieve not only here but around the country.

13 Excellent medical staff and employees and

14 leadership. And, a very, very strong following from the

15 community.

16 Let me speak briefly about our due

17 diligence process. We studied Saint Mary's. We -- we

18 turned over every piece of paper. We looked in every

19 corner of the hospital. We talked with just about

20 everybody we possibly could in that institution to

21 understand how Saint Mary's runs. We have met with

45

22 members of the archdiocese. We have consulted explicitly

23 about what we could do and what is needed from members of

24 medical staff leadership. We have talked with the mayor



OCTOBER 16, 2014

1 and consulted with local business leaders. We had met

2 with community leaders to understand what they believe is

3 necessary at Saint Mary's and at that -- that

4 opportunity, ask them about their knowledge of Saint

5 Mary's to help with our due diligence. We've looked

6 carefully at the demographics. We've analyzed -- mostly

7 these two gentlemen behind me -- every bit of the numbers

8 of that institution. And, we decided that we could make

9 a difference there and it made sense for us to move

10 forward and do so.

11 Trip.

12 MR. PILGRIM: Specifically, the

13 transaction that is proposed and is before you is 150

14 million dollar purchase price. As a result of that

15 transaction, the long-term debt would be paid. Pension

16 plan obligations would be satisfied per ERISA. Currently

17 it's a charge plan. There will be a local advisory

18 board, and that includes three representatives from the

19 archbishop, three community representatives including two

20 physicians, and then six reps from Tenet. We're talking

21 about an additional 30 million dollar capital commitment

22 for the community of Waterbury that will bring the total

23 in light of the proposal that you heard yesterday to 85

24 million and at some point down the road we do expect



1 there will be participation from our partner, Yale-New

2 Haven.

47

3 A couple things about the transaction that

4 I'd like to echo and has already been mentioned is our

5 commitment to maintain this institution as a Catholic

6 institution. That is what the community here has come to

7 know Saint Mary's as. It's 105 year legacy and heritage

8 to the facility. Again, healthcare is a local business.

9 And, you know, the character, the culture, the heritage

10 of these hospitals has been defined by those communities

11 over many decades and many years.

12 And, as a company, we recognize that. We

13 want to bring thought leadership. We want to bring

14 economies to scale. We want to bring the benefits and

15 the scale ability of being a part of a large

16 organization. But, we don't want to take away from the

17 essence of what this facility represents to this

18 community and that's what we've done in several other

19 cases.

20 So, what do we end up with? I think one

21 word can sum it up and that's sustainability. As Chad

22 and Mr. Mazaika mentioned earlier, Saint Mary's is not on

23 the ropes. Saint Mary's is doing fine today. But, their

24 Board recognizes that there's a sustainability question



OCTOBER 16, 2014

1 given the changes in our healthcare delivery system,

2 given the capital intensity of operating a hospital and

3 they're looking long-term and seeing not unlike many

4 hospitals around the country that the prospects of being

5 an independent community hospital are extremely dim.

6 And, we -- we as a company want to be able to participate

7 and be a partner to maintain these hospitals, create

8 sustainability for the communities to have continued

9 access to high quality care and actually increased access

10 through a broader comprehensive -- geographically

11 comprehensive network of care.

12 We've mentioned economy scale, and I don't

13 want to go through every one of these. We've already

14 talked about, but there are a lot of benefits, we

15 believe, to bring to the community of Waterbury by

16 bringing a sustainable option to Saint Mary's Hospital.

17 We have a commitment as does Chad. You've

18 heard Chad talk about it We have a commitment to

19 efficiency. We have a commitment to controlling cost.

20 And, that's secondary to the commitment to providing the

21 highest possible quality of care we can we can

22 provide. And, Dr. Diaz, Dr. Baggett can speak to, you

23 know, the kind of quality programs we have in place. The

24 first and foremost, the best practice of identification



1 across an 80 hospital platform because we know somewhere

2 across those 80 hospitals, there's one critical care

49

3 department that's doing it better than the other 79. How

4 do we identify that? How do we capture the reasons why?

5 How do we formulize those in the process and turn around

6 and cascade it back to the other 79? That's the benefit

7 of being a part of the big platform when it comes to

8 patient care.

9 Commitment to the community, charity care

10 policy stays the same. We -- we are the safety net

11 provider in Detroit, Michigan. We are the safety net

12 provider in San Antonio, Texas. We're the safety net

13 provider in the Rio Grande Valley in Harlingen, Texas.

14 We understand that role and we take on that

15 responsibility and embrace that responsibility. One out

16 of four Medicaid patients in the state of Michigan gets

17 their care at the Detroit Medical Center. So, in terms

18 of charity care, in terms of a commitment to serve all of

19 the community, we've got a long track record of doing

20 that.

21 We also want to be a great corporate

22 citizen. And, what do I mean by that? I mean, that

23 means being involved. That means being a part of this

24 community, not negating the fact that hospitals occupy a



OCTOBER 16, 2014

1 unique place in the community but actually investing and

2 enhancing that.

3 I talked a little bit about our compliance

4 program earlier. We're very committed to compliance.

5 We'll talk a little bit later about some of the things

6 we've done as a company to ensure that we are compliant

7 and that we are indeed a very different company that

8 existed ten, twelve years ago.

9 In conclusion, we are proud of who we are

10 and what we do. I hope you heard that today and I hope

11 you heard it yesterday. We know how to provide high

12 quality care. We know how to do it at a cost effective

13 platform. We want to provide value. Value to our

14 patients, value to their physicians, value to the people

15 that are paying for the care. We have strong strong

16 finances. We have a very strong balance sheet. We bring

17 experience and best practices from across the country.

18 Erik mentioned Ebola. This is real-time. And, hopefully

19 we have an opportunity to share to this room exactly the

20 things that we've been doing over the last four to six

21 weeks to be prepared for something that's now already

22 manifested itself. And, that kind of proactive ability

23 to take something on and then turn around and cascade it

24 to 80 hospitals is a benefit to Saint Mary's that it



OCTOBER 16, 2014

1 doesn't have today. And, they would have that as part of

2 our network.

3 Finally, we're committed to Connecticut.

4 And, I mentioned yesterday, I pulled out the first

5 presentation I did for a hospital in the state. It was

6 dated July 11, 2011. So, I'm definitely committed.

7 been here three years. You know, I'm an honorary

8 Nutmegger and we're looking forward to getting a UConn

9 cap and going to see some basketball.

10 And, just to finally say, thank you.

11 Thank you to OHCA for your time and effort and energy to

12 put in this process. I know it's not been insignificant.

13 Thank you to the AGs of staff similarly. We appreciate

14 the opportunity to come before you and stand ready to

15 answer any questions you may have.

16 Thank you.


18 Anything further from the applicants?

19 MR. COHEN: No.

20 HEARING OFFICER HANSTED: Okay, before we

21 get to our questions, let's take a ten-minute break.

22

23

24

MR. PILGRIM: Thank you.

(Off the record.)


1


OCTOBER 16, 2014

HEARING OFFICER HANSTED: Okay, we're back

2 on the record. And, at this time, we'll go to our

3 questioning. We'll start with OHCA.

4 MR. LAZARUS: Good afternoon. Steven

5 Lazarus. We'll start. I'll direct the question towards

6 the table and you can decide who can best answer the

7 question.

8 Can you discuss the priorities for the 30

9 million dollar capital that is projected for the -- for

10 the Saint Mary's?

11 MR. WEXLER: Let's let Chad speak first.

12 MR. WABLE: Okay. As I mentioned earlier

13 in our strategic plan, we have the five areas. One is

14 ambulatory care network development. So, there's a

15 significant portion of that that's going to go towards

16 ambulatory care development. There's clearly

17 infrastructure that needs to be improved within the

18 facilities. We continue to improve infrastructure each

19 year, buy new medical equipment, etcetera. As we develop

20 service lines, we're going to need to replace certain

21 clinical equipment that's beyond its depreciable years.

22 And, then there's other strategic capital that we'll need

23 to have as we build a clinical integrated network. As

24 Dr. Schneider mentioned, we're bringing on physicians.



OCTOBER 16, 2014

1 Any time you bring on a physician, you're going to need

2 to build out space and develop services along those

3 lines. So, that's -- that's the focus of the 30 million.

4 MR. LAZARUS: And, are those priorities

5 which you mentioned right there consistent with the

6 Freeman Report?

7 MR. WABLE: The Freeman White Master

8 Facility Report was done prior to our most recent

9 strategic planning exercise. So, we had to reprioritize

10 a lot of those efforts. A lot of the Freeman White

11 Report was directed at the facility. As we studied the

12 market, we found that we're going to put less capital

13 into actual bricks and mortars in the acute care setting

14 as care is going to be moved more to the ambulatory care

15 setting. We're going to need to invest a little bit more

16 capital in that.

17 As we renovate and improve the facilities

18 at the hospital, there's definitely capital that's going

19 to be needed there to move more towards a private bed

20 model. A lot of the direction in that Freeman White

21 Report was moving towards an all private bed model. I

22 think we'll continue to increase the percentage of

23 private beds on the campus of Saint Mary's Hospital.

24 But, we're going to need to balance that a little bit as



1 we see more patients seek the ambulatory environment.

2 MR. LAZARUS: All right. Thank you.

3 What's the source of the funding for the

4 30 million?

5 MR. WEXLER: We are going to be providing

54

6 85 million dollars worth of capital to the community. As

7 you know, 30 million of it is designated to be towards

8 Saint Mary's. But, we think of it as a total of 85

9 million for the community.

10 MR. LAZARUS: But, what's the source of

11 the 30 or the 85 million --

12 MR. PILGRIM: From our operating cash

13 flow.

14 MR. LAZARUS: Okay. And, is that the same

15 thing as you mentioned yesterday. If there's

16 insufficient funds or for one reason or another, would

17 that be from the line of credit?

18 MR. PILGRIM: Well, in the Saint Mary's

19 case, it's not a joint venture.

20

21

22 would be

23

24

MR. LAZARUS: Okay.

MR. PILGRIM: So, it would

providing that capital --

MR. LAZARUS: Okay.

MR. PILGRIM: -- from our


just -- Tenet

free cash flow.

1


OCTOBER 16, 2014

MS. MARTONE: Okay. From Tenet's cash

2 flow?

3 MR. PILGRIM: Correct.

4 MS. MARTONE: Okay.

5 MR. PILGRIM: And, to clarify, the letter

6 of credit to the JV or the line of credit is -- is coming

7 from our cash flow, too.


9 MR. LAZARUS: Right. The priority that

10 you mentioned, can you please provide OHCA with the

11 that as a late file, list of the priorities for the 30

12 million? And, also, the estimated cost of some of those

13 priorities and a timeline?

14 MR. WEXLER: Be glad to do that.

15 MR. LAZARUS: Okay.

16 HEARING OFFICER HANSTED: And, I'll order

17 that as Late File No. 1.

18 MS. MARTONE: And, Chad, is Saint Mary's

19 expecting to receive more than 30 million in capital

20 improvements from this transaction or strictly 30 or is

21 there any discussion about

22

23

24

MR. WABLE: The agreement is --

MS. MARTONE: -- more than 30?

MR. WABLE: -- the agreement is a minimum



OCTOBER 16, 2014

1 of 85 million dollars for the community and that is --

2 MS. MARTONE: No specification for --

3 MR. WABLE: No specification.

4 MS. MARTONE: Saint Mary's itself?

5 MR. WABLE: Yes.

6 MS. MARTONE: Okay. So, in your testimony

7 you had mentioned, you know, as you just said,

8 development of urgent care services, blood drawing

9 stations, inventory care and so forth. So, what

10 reassurances has Saint Mary's received that Tenet will

11 adopt again the strategic plan and implement these

12 programs that you're speaking of?

13 MR. WABLE: Well, we in the meetings

14 that we've had with Tenet, you start to gain a lot of

15 confidence in the fact that they want to build ambulatory

16 care networks. They're going to want to develop high

17 quality programs and they're going to want to have a

18 physician alignment as a top priority. So, through a lot

19 of conversations, we have gotten to that point. Now 85

20 million dollars can still go a long way to satisfy a lot

21 of what I spoke of earlier.

22 MS. MARTONE: Are you concerned at all,

23 either yourself or the Board, that if, say, Waterbury

24 needs the majority of that capital, that Saint Mary's



1 will not receive or the money for their improvements and

2 their programs that the community needs?

3 MR. WABLE: I'm not concerned, and I'll

4 let Mr. Mazaika, our Board Chair speak to that as well.

5 MR. MAZAIKA: I guess the short answer is

6 no, I'm not concerned. We -- we've done a lot of due

7 diligence and as I mentioned in my testimony, the

8 strategic vision that we have for the Greater Waterbury

57

9 area meshes very well with Tenet's and I think we look at

10 their commitment as sort of a minimum. If we have good

11 projects, they will fund them. So, I'm not concerned at

12 all from the Board perspective.

13 MS. MARTONE: Okay. Can I also ask, in

14 terms of these outpatient centers we're talking about,

15 will they be branded as part of Saint Mary's? I mean

16 will it be 80/20 ownership structure and do you feel that

17 will continue?

18 MR. MAZAIKA: I'm sorry. You're asking

19 about the ownership structure?

20 MS. MARTONE: Yeah, in terms of the new,

21 I'll say centers, programs that will be set up.

22 MR. WABLE: We've not made a determination

23 yet in terms of the branding of those particular centers.

24 But, some discussions that we've had is that there be one



OCTOBER 16, 2014

1 ambulatory strategy for the community. That's the most

2 efficient effective way to provide ambulatory care

3 services. Whether or not you have Saint Mary's

4 physicians in the beginning of this and Waterbury

5 Hospital physicians, and independent physicians

6 comingling together in that center, that's not yet been

7 determined. You know, and that's part of the work that's

8 going to come post-closing for us to be able to figure

9 that out with the physicians at the table, with Tenet at

10 the table so that we can get the right solution that

11 attracts the patients to the right setting for care.

12 MS. MARTONE: Okay. Thank you.

13 I'm sorry. Go ahead.

14 MR. LAZARUS: Turning towards the

15 interrogatory a little bit, in the response to Question

16 4c, you had indicated that there was -- that Tenet was

17 unable to provide Leapfrog letter scores for certain

18 number of hospitals. And, then it's listed a number of

19 possible reasons why Leapfrog would not be able to

20 provide safety scores for the hospitals including that

21 the hospitals are missing data for more than nine process

22 instructional measures or more than four measure

23 outcomes.

24 From the reasons that you provided, is



OCTOBER 16, 2014

1 there any other reasons besides that one that resulted in

2 Leapfrog not being able to generate safety scores for the

3 Tenet owned hospitals?

4 And, if you could please, introduce

5 yourself before you speak.

6 DR. KELVIN BAGGETT: My name is Kelvin

7 Baggett. I'm the Senior Vice President for Clinical

8 Operations for Tenet and the Chief Clinical Officer. A

9 cough, my cold.

10 So, the criteria that you're discussing.

11 I don't have the document in front of us. But, Leapfrog

12 has their own exclusionary criteria. So, I just feel

13 okay. So, the things that we've listed here are the

14 reasons that Leapfrog does not score them. It has

15 nothing to do with our submission of data. It has to do

16 with our eligibility based upon the inclusion and

17 exclusion criteria that they've set.

18 MR. LAZARUS: And, does Tenet plan to meet

19 the criteria so the Leapfrog can --

20 DR. BAGGETT: We can't -- we can't meet

21 some of these criteria. Like Leapfrog does not do safety

22 scores for critical access hospitals. They don't do

23 safety scores for hospitals that don't care for certain

24 conditions or diagnosis. They don't do it if you don't



OCTOBER 16, 2014

1 meet the minimum volume numbers. We've been very

2 participatory with Leapfrog. I've been engaged with

3 Leapfrog and their CEO around the transparency movement

4 both there and nationally. And, so we continue as one of

5 our values to be transparent. But, they've established

6 these criteria and this applies to al~ hospitals around

7 the country which is why you'll see that of the 5,000

8 hospitals, the safety score's only given for about 55

9 percent of them.

10 MR. LAZARUS: All right. All right.

11 Thank you.

12 DR. BAGGETT: Oh, I'm sorry. And, also I

13 was passed a note that I need to -- I do adopt my pre-

14 filed testimony.

15 MR. LAZARUS: Thank you.


17 MS. MARTONE: Could we ask as a late file

18 for a summary of the CMS Core Measure Compliance Scores

19 by the Tenet Hospitals for the past two years?

20 MR. PILGRIM: Yes. We'll give that

21 information.

22 DR. BAGGETT: If you don't mind. Thank

23 you. So, one of the things that we've had longstanding

24 organizationally has been our commitment to quality.



1 And, the commitment to quality started in 2003. And, I

2 bring that up in relationship to the question that you

61

3 posed because we started it based upon core measures. At

4 that time, there were ten core measures. They were not

5 at all widely embraced or widely adopted. This preceded

6 my joining the company, but I'm very familiar with this

7 aspect of our -- our company's history. We promoted that

8 and we have been a leader in core measure performance

9 since that time even as the measures have gone from ten

10 to 83 and more. Our latest core measure scores place us

11 at about 99 percent which means 99 percent of the time

12 the core measures evidence base that has been established

13 is being met within all of our care environments where it

14 has application in aggregate.

15 MS. MARTONE: While I have you, can I also

16 ask, Doctor, the clinical council initiatives that you

17 talked about.

18 DR. BAGGETT: Yes.

19 MS. MARTONE: I know others have as well.

20 Have you discussed them with the Board or the medical

21 staff at Saint Mary's and is it something that's been

22 approved that you're going to implement and what would

23 that timeframe be?

24 DR. BAGGETT: So, the answer is yes, they



OCTOBER 16, 2014

1 have been discussed. We see that as being a core part of

2 our structure for driving improvement in clinical care

3 across the organization. And, so the timeframe for

4 implementation will be as soon as we -- the transaction

5 is completed.

6 And so what I mean by that is the clinical

7 councils are comprised of representatives, medical

8 experts across the country who are part of our system who

9 come in in 16 different councils and advisories and

10 really help to shape standard, standardization, policies,

11 protocol, practices, processes and so -- and then they

12 then as a community representative help to disseminate

13 that across the organization. So, we want to get that

14 implemented as quickly as possible and we would start to

15 work with the medical staff and leaders here immediately

16 after the transaction to both give them more information

17 around the councils as well as help work with them to

18 identify existing medical staff members who could

19 participate on the councils.

20 MS. MARTONE: Thank you.

21 HEARING OFFICER HANSTED: And, the

22 Leapfrog scores will be ordered as Late File No. 2.

23

24

MS. MARTONE: That's CMS.

HEARING OFFICER HANSTED: Oh, I'm sorry.



OCTOBER 16, 2014

1 CMS.

2 MR. LAZARUS: On page 8 of the

3 interrogatories, the applicant had provided a table of

4 cash balance after debt satisfaction for the foundation.

5 And, it indicates in the footnote that 15 million

6 dollars of the cash purchase price is restricted as an

7 indemnity in reserve per the asset purchase agreement and

8 will be held outside the foundation. Could you please

9 confirm the amount of the -- is 15 million dollars and

10 elaborate on where would these health funds be held

11 specifically, which accounts, entity, etcetera?

12 MR. KYLE JURCZYK: Kyle Jurczyk, Saint

13 Mary's Hospital.

14 The 15 million will be held in the

15 existing hospital that will run out. That hospital will

16 be maintained to run out the liabilities that Tenet's not

17 assuming and then after that time, if there -- if the 15

18 million is not needed, it will then be transferred into

19 the foundation.


21 In response to the interrogatories, again,

22 Question lE in the Exhibit B, the applicants have

23 provided the payer mix tables for some of the other

24 hospitals that Tenet currently owns. Can you explain the



OCTOBER 16, 2014

1 reason for some of the hospitals, for example, Detroit

2 receiving hospital that indicates or actually shows the

3 decrease in uninsured patients compared to the payer mix

4 to Vanguard's acquisition?

5 MR. PILGRIM: The shift in the payer mix

6 I'm trying to get that in front of me, but the --

7 MR. LAZARUS: Yeah.

8 MR. PILGRIM: -- the qualitative

9 explanation for that in Detroit, Michigan is definitely a

10 participant under the exchange program as laid out by the

11 Affordable Care Act. So, the number of uninsured

12 patients in Michigan have decreased, you know, materially

13 the DMC itself as Tenet as a company have been very

14 aggressive for providing community education around

15 enrollment and making those segments of the population

16 that are eligible aware that they are eligible and

17 providing them the information so that they can therefore

18 roll in the exchanges.

19 MS. MARTONE: So, is there a consideration

20 to actually put navigators in place?

21

22 We've got

23 company.

24

MR. PILGRIM: We've done that actually.

350 navigators we have throughout the

MS. MARTONE: What about in Waterbury?



OCTOBER 16, 2014

1 Would that be a consideration to place them in Waterbury?

2 MR. PILGRIM: Absolutely.


4 MR. PILGRIM: It's -- it's -- the part

5 that's really in the Affordable Care Act is, you know,

6 providing the extension and provide coverage for those

7 who aren't able to get anywhere else. And, we -- we as

8 the healthcare provider want to see that coverage. We

9 were a big advocate for the Affordable Care Act back in

10 2010 first as an industry and secondly as a company, we

11 were very -~ so, anything we can do to help people want

12 to be aware, be educated and know how to enroll, we

13 definitely are going to participate in that.

14 MS. MARTONE: It did seem to be a main

15 issue in the community assessment that individuals are

16 not able to find insurance or know where to go for

17 insurance.

18 MR. PILGRIM: I -- I -- I lived it. We

19 had 27 percent uninsured in Texas.

20 MS. MARTONE: And, the Waterbury Health

21 Access Program as well, if that is in jeopardy of losing

22 funding, is there a possibility that would be continued

23 as well?

24 MR. PILGRIM: Which program is that?



1 That's our program, Path to Health, right? Our interim

2 program is Path to Health. What about the Waterbury?

3 MR. WEXLER: Don't know about the

4 Waterbury Program but we can augment a program like that

5 with something that we used throughout Tenet called the

6 Path to Health. And, I'd like Dr. Baggett to talk about

7 -- to talk about that with you if I could.

8 MS. MARTONE: Sure.

9 DR. BAGGETT: So, as Trip said, we were a

10 proponent and work with the government in terms of the

66

11 Affordable Care Act and getting it in place. And, one of

12 the things that we have done very effectively is we

13 create what's called a Path to Health which is addressing

14 -- I think what I'm hearing from you which is helping

15 those who are qualified to identify, one, that they are

16 qualified and get them enrolled and what we've done

17 across the nation is we work through community

18 partnerships to bring in expertise using Conifer, using

19 other assets within Tenet. We sponsor -- the last report

20 I got was that we had done over 400 events where we had

21 gone in. We had provided these educations. We had

22 directed them to places where they could get enrolled and

23 then move them along through the Path. So, it's been one

24 of the more effective things we've done. We've been



OCTOBER 16, 2014

1 recognized in various corrnnunities for doing it, and we've

2 also been -- received some national attention and

3 recognition for it as well.

4 MR. PILGRIM: And, just to refer back to

5 the schedule, Detroit receiving hospital, where you saw

6 the uninsured get from 13 and a half percent to 8.1

7 percent. You almost see a -- almost identical increase

8 in the Medicaid mix, not quite -- not quite equates, but

9 the difference is in the Medicare. So, you've seen a

10 shift away from the uninsured into the Medicaid

11 population which is what you would have expected to see.

12 MR. LAZARUS: Thank you.

13 In response to the interrogatories,

14 Question No. 13, Tenet outlined certain approval rights

15 that Yale has with regards to the actions of the RPO or

16 the hospitals owned by the RPO. This includes approval

17 rights per RPO owned hospital to enter into such things

18 as joint ventures and service line agreements with the

19 healthcare facilities not owned by the RPO. Let's say

20 that Tenet favors a joint venture but Yale opposes it.

21 What mechanisms are in place to reach a settlement?

22 MR. PILGRIM: Well, first, I'm not sure

23 settlements. We're not in a, you know, in a -- in a

24 process that requires a settlement, and we're partners.



OCTOBER 16, 2014

1 And, there are governance rights associated with that

2 partnership and, you know, so Tenet controls -- controls

3 RPO. We control the day to day operations of RPO. We

4 control the operating capital budgets, the RPO. Yale is

5 not involved in any of the day to day. Some of those

6 examples that you're referring to where Yale might have

7 the concern if we proposed a partnership with a

8 competitor of Yale. And, so, in terms of -- if it's

9 something that we feel very, very strongly about, we

10 control the buzz on the Board.

11 MR. LAZARUS: I think -- can we also get a

12 copy of -- for this record of the Strategic Alliance

13 Agreement between Tenet and Yale for this record as well

14 and as a late file?

15 HEARING OFFICER HANSTED: Late File No. 3.

16 MR. LAZARUS: Same thing I had requested

17 yesterday. I just want to get one for this record.

18 MR. SHEARIN: I think, Mr. Lazarus, we

19 spoke to Attorney General's Office and what we'd like to

20 do, with your permission, is I believe the AG's Office

21 already has the Strategical Alliance Agreement and direct

22 OHCA to that agreement since it does contain proprietary

23 information and so they would be willing to have you have

24 access to it but prefer not to have it posted on the



1 website.

2 MR. ROWTHORN: And, we should continue a

3 discussion about procedurally how we should effectuate

4 OHCA's access. The Attorney General's Office has that

5 information pursuant to its antitrust authority which is

69

6 brings with it some obligations of confidentiality on

7 our office. So, I think that's a discussion that we're

8 going to have to continue to have among ourselves and

9 also with Tenet.


11 HEARING OFFICER HANSTED: So, I'll strike

12 File No. 3.

13 MR. LAZARUS: Thank you. I have a couple

14 more late files if we can get to, and just a couple left,

15 and that's in the interrogatory referencing Question IE,

16 those are the payer mix. For each of the hospitals, the

17 worker's compensation, the Champus and the Tricare, which

18 are lumped together in -= in the commercial, and we'd

19 like to have that broken out to have those payer mix

20 resubmitted.

21 MR. PILGRIM: That's fine.

22 HEARING OFFICER HANSTED: Okay. That will

23 be Late File No. 3.

24 MR. LAZARUS: I think I'm all set with my



1 questions.

2 MS. MARTONE: What plans does Tenet have

3 to enter into the insurance market in Connecticut?

4 MR. PILGRIM: We don't have any current

5 plans to enter into the insurance market in Connecticut.

6 MS. MARTONE: None. Okay, I'll be more

7 specific. Is the Regional Risk Organization going to

8 operate health insurance plan and seek a certificate of

9 authority from CID?

10 MR. PILGRIM: That's not on the current

11 planning to do list for -- for the regional risk network

12 today.

13 MS. MARTONE: Today? It could be in the

14 future?

15 MR. PILGRIM: It could be.


17 MR. PILGRIM: It could not be.

18 MS. MARTONE: Okay. All right. Then,

19 sort of along the lines of yesterday's questioning, Mr.

20 Pilgrim, you had talked about in your testimony a

21 geographic comprehensive system of care that Tenet wants

22 to set up. And, you also recognized the changes in

23 healthcare and the capital intensity that's involved.

24 So, my question is, are there plans to close either of


70


1 the hospitals in Waterbury and create one hospital?

2 MR. PILGRIM: No.

3 MS. MARTONE: Is it at this time?

4 MR. PILGRIM: There are no plans at this

5 time and I would actually have to say that given the

6 existing capacity of each of the facilities and the

7 demands in the community, that I can't at this point,

71

8 I can't foresee there ever being plans to shut either one

9 of those campuses.

10 MS. MARTONE: Okay. Then a different

11 level, are there plans to consolidate any of the services

12 at one or the other hospitals? And, obviously, that

13 would be to improve efficiencies and not to have

14 duplication of service.

15 MR. PILGRIM: And and -- and obviously

16 that's the opportunity before us as a common owner of two

17 campuses in a community to rationalize kind of the

18 clinical care. We don't have any current plans or any

19 or any identified service lines to do that today. We

20 think those opportunities will present themselves, but

21 how we do that, the timing of how we effectuate that

22 really is dependent upon planning processes that would

23 involve, you know, the local medical staff, the local

24 hospital leadership, the local governing boards. This is



OCTOBER 16, 2014

1 something, again, as I mentioned yesterday, would be

2 presumptive for Tenet to make those determinations

3 somewhat in a vacuum. It does require a comprehensive

4 planning process.

5 I know that Saint Mary's and as Chad

6 indicated has gone through a recent strategic planning

7 process for Saint Mary's Hospital. And, you know, the

8 work that they've done will be very informative and

9 actually accelerates the effort that we're going to need

10 to do once we're -- assuming this goes through, once

11 we're -- we're a corporate citizen in Waterbury, to

12 conduct a thorough planning process, not just using Saint

13 Mary's, but conducting that in the light of being a

14 common owner of two campuses, existing service lines, the

15 needs of the community, the availability and capacity of

16 the medical staffs that exist, what their desires are.

17 It would be a very comprehensive approach to

18 understanding where those opportunities could be. And,

19 then put the timeline to those as well.

20 So, the intention is to go through that

21 analysis. I couldn't tell you today which service line

22 that would be.

23 MS. MARTONE: Okay. Do you know how long

24 the analysis would take in case we would like to see the



OCTOBER 16, 2014

1 results of that?

2 MR. PILGRIM: Well, I mean I'll ask Erik

3 to chime in kind of on the realities of going through a

4 planning process. But, it was something that, you know,

5 from our perspective, we would kick off immediately, and

6 I see there's no reason we couldn't have a -- a workable

7 plan in 90 days.

8 MR. WEXLER: Well, thanks for that, Trip.

9 So, I'm still going to need you here in Connecticut with

10 me. But, I do think that you could begin in 90 days to

11 understand what the opportunities are because there may

12 be some things that are obvious to the leadership teams

13 here in Waterbury. I think implementation of something

14 like that could take six to 12 months.

15 MR. PILGRIM: Or years.

16 MR. WEXLER: Yeah. And some even years

17 depending on the difficulty and --

18 MS. MARTONE: But, an assessment with the

19 report would be in 90 days?

20 MR. WEXLER: I frankly believe that's

21 aggressive, but I appreciate Trip's aggressiveness. I

22 love that. So, we would certainly shoot for that but I

23 can't promise it.

24 MS. MARTONE: Okay. And, then as we kind



1 of talked about yesterday, is there a set of essential

2 services that you feel should be provided at Saint

3 Mary's?

4 MR. WEXLER: Well, Saint Mary's employs

5 the -- if I can use that word -- the ethical and

6 religious directives. And, so there are services that

7 they provide there. There are requirements, the ERD's,

8 that define how that institution operates. I think

9 that's the first thing we have to keep in mind. I think

10 both hospitals in Waterbury have essential services and

11 again, that goes back to your very good question about

12 how long would it take for us to figure out what is

13 needed and where. And, that strategic planning process

14 would be critical to that.

15 MS. MARTONE: Okay. Now, is Tenet

74

16 committed to implement and fund all the programs at Saint

17 Mary's as identified in the Saint Mary's Community Health

18 Needs Assessment Implementation Strategy and any

19 additional programs that the community needs and has

20 identified?

21 MR. WEXLER: Well, we would have to review

22 that. I -- I can't imagine us eliminating those

23 important programs. So, it's hard to say at this moment.

24 And, if there are other needs that are identified in the



75

1 community, we would certainly, you know, through local

2 leadership, make decisions about what else can be

3 implemented here.

4 MS. MARTONE: Okay. I'll just give you a

5 couple of examples. It talks about a community crisis

6 center, a geriatric emergency department program, a

7 community care team program, an ambulatory detox program.

8 And, that was from Mental Health and Substance Abuse

9 Services. Those are the initiatives that have been

10 identified by Saint Mary's for their Mental Health and

11 Substance Abuse concerns that the community has

12 identified.

13 MR. WEXLER: I think the key would be if

14 these are programs and services that are currently in

15 place, we would want to maintain them. So, I would have

16 to turn to my colleague at the other end of the table and

17 get clarification on whether they're doing these or not.


19 MR. WABLE: Sorry about that. As I heard

20 you say the words of detox and some of the other things

21 that you mentioned, most of the words, I believe, in

22 there -- it's not right in front of me were explore

23 and evaluate the opportunity to implement those types of

24 programs. And, we absolutely would want to evaluate



OCTOBER 16, 2014

1 those types of opportunities. I believe that's correct.

2 MS. MARTONE: You're absolutely correct.

3 Utilize and evaluate, yes.

4 MR. WABLE: So, so we don't currently

5 provide those

6 MS. MARTONE: No.

7 MR. WABLE: -- but we know that mental

8 health is a major initiative that we need to provide

9 certain resources for.

10 MS. MARTONE: Yes.

11 MR. WABLE: Tenet understands that. They

12 understand the need for mental health services. We need

13 to improve mental health services in general in

14 Waterbury. And, I think we're dedicated to continue to

15 address that along with tobacco use, chronic disease and

16 access to care.

17 MR. WEXLER: And, I'd be happy to have Dr.

18 Diaz talk to our commitment of mental health services in

19 our region and specifically what we're doing in

20 Massachusetts because I think that would relate well to

21 what you're describing for what could happen here in

22 Connecticut if you'd like.

23

24

MS. MARTONE: Thank you.

MR. WEXLER: Dr. Diaz.


1

2


OCTOBER 16, 2014

DR. OCTAVIO DIAZ: Sure. Good afternoon.

My name is Octavio Diaz. I'm the Chief Medical Officer

3 for the Northeast Region for Tenet. And, I do adopt my

4 pre-filed testimony.


6 DR. DIAZ: You know, at Saint Vincent and

7 at MetroWest are two hospitals in the Massachusetts

8 region. We've taken psychiatric services very seriously.

9 Within the last 18 months or so, we opened a new

10 psychiatric unit in our Worcester campus, 12 beds, state

11 of the art modern facility that was co-designed with many

12 of our practitioners in mind. We also had expanded

13 significantly our Leonard Morse campus which is one of

14 the two campuses of the MetroWest Medical Center in the

15 Framingham area. We've added additional beds that opened

16 up on October 1, and I believe that was 18.

17 Erik, am I correct?

18 MR. WEXLER: Yes, sir.

19 DR. DIAZ: Eighteen additional beds that

20 we opened there, adult beds. We also have an adolescent

21 program there as well as a geri-psych program there that

22 we are maintaining upwards of 70 beds right now. We know

23 that this is a -- really a public health crisis in many

24 of our communities and we are addressing that very



OCTOBER 16, 2014

1 seriously in both Massachusetts corrununities.

2 I also want to add that in addition to

3 that we also recognize that emergency medicine and

4 psychiatric patients in our emergency department pose a

5 very serious threat to our ability to continue to deliver

6 safe and efficient care. So, we have expanded our

7 emergency departments in one campus and are in the

8 process of planning on another campus, again, up in

9 Massachusetts to accorrunodate that need as well.


11 MR. WEXLER: Excuse me, just one

12 correction. It's 14 beds and not 18 beds that he just

13 described. Sorry about that.

14 MS. MARTONE: No, that's okay. And, I

15 know we had some discussion about this yesterday, but how

16 does Tenet envision incorporating corrununity input into

17 the annual capital needs strategic planning process that

18 was described? It's in Question 11 of the completeness

19 questions.

20 MR. WEXLER: It would be done through the

21 Board of Trustees of the hospital.

22 MS. MARTONE: Okay. Okay. I'm all set.

23 MR. LAZARUS: I had one more question and

24 this is directed toward Saint Mary's. What protocols are



OCTOBER 16, 2014

1 currently in place relating to the ERD's to coordinate

2 care between the two Waterbury Hospitals?

3 MR. WABLE: Well, first of all, I've been

4 at Saint Mary's for 12 -- 12 years, and I've never had a

5 situation where we've had to sort of coordinate care or

6 transfer or deal with the situation with a patient in

7 response to the ethical and religious directives. So,

8 I've never had that situation ever occur in 12 years. We

9 would always do what's right for the patients, and we

10 would always want to make sure that we follow the ethical

11 and religious directives.


13 MR. ROWTHORN: I have a few questions, and

14 I think I have a few initially for Saint Mary's.

15 One of the topics as I mentioned before

16 that the Attorney General needs to look at is the thought

17 process on the part of the administrators and decision

18 makers of the nonprofit hospital in deciding to -- to

19 engage in a transaction. And, I think, yesterday we had

20 a -- I think a fairly stark and clear presentation of a

21 fiscal need to engage in a joint venture between

22 Waterbury and Tenet. And, I don't mean at all by my

23 question to suggest that fiscal strain -- fiscal crisis

24 is a necessary prerequisite to -- for us determining that



1 a sound decision was made. But, it would be, I think,

2 helpful perhaps for you to put in -- in perhaps clearer

3 context for us and for the public what -- what led Saint

4 Mary's to decide that it needed to essentially to sell

5 itself? We've heard a lot of talk about access to

6 capital markets. And, if -- if -- if a concern about

7 future access to capital markets was, you know, perhaps

8 was necessary or important to your decision making,

9 perhaps you can talk about whether that was based on

10 experience, whether Saint Mary's had attempted to seek

11 capital in the capital markets and been unsuccessful.

12 So, whatever -- whatever further, I think, elaboration

13 you could give us and what -- on the basic decision to

14 sell, I think, would be appreciated.

80

15 MR. MAZAIKA: Yes. As I said, we've had a

16 strategic planning process in effect for a long time at

17 Saint Mary's. And, at about ten years ago, we looked at

18 our strategic plan, identified what we felt were the

19 needs for the Waterbury area and developed a plan to get

20 there. But, it was very clear to us very quickly as we

21 ran out the numbers that we could not generate internally

22 the cash flow needed to -- to put all the plans that we

23 thought were needed in the in the Waterbury area into

24 effect. And, that's when the Board said, "We ought to



OCTOBER 16, 2014

1 look at finding a strategic capital partner that would

2 support that -- support that vision." We did not -- we

3 have debt outstanding. At the rating of our bonds back

4 then, we did not have access to borrowing more money than

5 what we -- what we had borrowed.

6 So, again, we went out and I think

7 originally we sat there and said, our preferred path

8 would be a not for profit Catholic entity. And, we went

9 down and explored that in great detail. When we could

10 not find a partner that met our criteria, we took,

11 literally took the next step and looked at non-profit

12 non-Catholic entities. And, again, we were unable to

13 find someone that had the financial strength that we

14 could bring to the party because most nonprofit

15 corporations in Connecticut are having -- had the same

16 problems we did in trying to float more bonds.

17 And so, then we went to the position of,

18 let's look at for profit companies and that led us down

19 that path and the last one we looked at because they were

20 a little bit late coming into the market was a for profit

21 Catholic entity which was not able to meet our criteria.

22 And, so I think again, it started with our strategic

23 planning process. We just saw that we were -- we would

24 not be able to generate enough cash flow internally to do



OCTOBER 16, 2014

1 all of the things that we -- that we felt needed to be

2 done to increase access to healthcare in the Waterbury

3 area.

4 DR. SCHNEIDER: Hi. I wanted to address

5 that in a little different way. It is very much a bricks

6 and mortar issue to a certain extent. But, I think,

7 again, it ignores an entire huge part of our thinking and

8 our need perception that does not have anything to do

9 with capital for bricks and mortar. As I said before

10 during my testimony and I really mean this, I live it

11 every day. The ability to recruit new young physicians

12 into the community is truly, I believe, contingent upon

13 attracting them to something and they are looking for

14 something greater than a small isolated hospital in the

15 middle of a state.

16 And, I do believe that as integrated

17 healthcare and the Accountable Care Act becomes more and

18 more the prevalent method of payment in the country.

19 You're going to see almost no hospitals that are able to

20 attract good young doctors to replenish the medical

21 community in that kind of an environment. It's way too

22 uncertain. I hear this every day from multiple

23 specialists that, you know, I really like it there, but,

24 you know, I just don't have confidence you're going to be



OCTOBER 16, 2014

1 able to buy the equipment I need or you're going to have

2 the staying power or you're going to have the

3 sophistication to do the kind of integrated managed care

4 as a stand alone institution.

5 The amount of time and effort that we put

6 into building our own little ACO to do the Medicare

7 managed savings plan this past year has been an enormous

8 undertaking by itself for a small single hospital when

9 you try to look at larger populations that need to be

10 managed and the intensive management needs that they will

11 have. And, again, the more you get into expanding this

12 into populations that have a huge amount of psychosocial

13 needs as well as medical needs, the expense and

14 sophistication of being able to manage that really

15 overwhelms any single hospital's ability to do that. I

16 think the only way you can do that is doing it with a

17 large team in an integrated support network.

18 MR. WABLE: I'd like to add a little bit

19 to this. I mean we certainly have wanted to maintain a

20 forward looking approach so that we don't get in a

21 position where we're -- our backs are against the wall,

22 and we're having to make certain decisions like many,

23 many hospitals across the country are. We don't want to

24 be in that -- that position. So, a lot of our efforts



1 have been to look at the future. But, there are some

2 realities with respect to our own structure, earning

3 structure that I think we need to understand.

4 We've been fortunate enough to earn about

5 20 million from operations at Saint Mary's. And, when

6 you break that down, we're having to fund our pension

7 plan at around five and that's going to increase to

8 almost eight million dollars of funding per our Board

9 policy because we want to take care of our pensioners.

10 So, it's eight million dollars of cash going towards

11 that. We have two millions dollars of debt service

12 that's got to be funded. And, then we're seeing the same

84

13 thing at all hospitals, we're seeing our funding go down.

14 So, there's about two to five million dollars that we're

15 planning for in the future of our funding to get

16 decreased over time from whether it be Medicaid or

17 Medicare or perhaps other payers.

18 And, when you add that all together, and

19 you consider that we -- our depreciation is 11 million

20 dollars, we need to have at least 11 million dollars to

21 spend on keeping the facilities up and just maintaining

22 the capital structure that we have let alone the

23 strategic capital that -- that Dr. Schneider is

24 mentioning and the needs that we need to transform into a



OCTOBER 16, 2014

1 new system over the next five, maybe even ten years.

2 We've got to be able to start that process now and that's

3 a big reason why, you know, we're joining Tenet so we

4 don't have to get in that situation and these factors

5 that I just mentioned are real factors that -- that have

6 contributed to our decision.

7 MR. ROWTHORN: Well, I thank you for that.

8 I appreciate that. The -- so, I'm probably asking you

9 for an over simplification, but would it -- from where

10 you stood at the time you made the decision to sell,

11 projecting forward was the concern that you would not be

12 able to grow and increase your presence and the services

13 you provided or was it a concern about because of

14 changing circumstances and stresses, the inability to

15 maintain the level of service that you were currently

16 providing?

17 MR. WABLE: It's both.

18 MR. ROWTHORN: Well, let me ask you a

19 little bit about another due diligence consideration that

20 we have to look at in choosing a particular partner for a

21 transaction. And, we had a bit of a discussion about

22 this yesterday and I know you know that Tenet has been

23 criticized about some of its corporate responsibility and

24 its corporate behavior in other places at other times.



1 And, I want to, if you could, tell us what you -- what

2 Saint Mary's did to satisfy itself about the

3 responsibility of its partner in this transaction.

4 MR. MAZAIKA: Yes. We as, you know, we

5 basically started with Vanguard and did most of the

6 negotiations with the Vanguard people with some of them

7 sitting here and when when Tenet and Vanguard decided

8 to join forces, we asked our financial advisor, Shada

86

9 Tamen, to go back and give us a background check on Tenet

10 and they're very well known in the -- in the healthcare

11 industry. And, they came back and reassured us that the

12 issues that Tenet had in the past were indeed in the past

13 and that they had changed their management team and that

14 mainly pretty much all of the people that we had dealt

15 with with Vanguard were staying on. And, that reassured

16 us because we had a lot of confidence in Trip and Keith

17 Pitts which we had been dealing with for several years.

18 MR. WABLE: When it comes down to it in

19 this business, it's all about people, people taking care

20 of people. And, we've had the opportunity to meet a lot

21 of the folks from Tenet as well as from Vanguard. In the

22 previous life, Brett Reynolds, who's the president of

23 Hospital of Operations, worked for another company. We

24 spent a lot of time with him at one point, five, six



1 years ago, and actually got to know him and got to

87

2 understand his character and who he is as a person. And,

3 I think that also gave a lot of comfort to us, you know,

4 along with Erik and Trip and Keith and all the others

5 that these are the right people with the right character

6 that what they said about making a difference and a

7 change in 2003 is real and that they -- they're going to

8 be forward looking and try to move beyond this in a

9 meaningful way to be a better company. And, I think

10 they're starting to demonstrate that and we believe that

11 they're going to demonstrate that here locally.

12 MR. ROWTHORN: We've talked a lot over the

13 last couple of days about the capital commitments. And,

14 in particular, we spoke yesterday with Waterbury and

15 Tenet about the 55 million which, I'll confess, I'm not

16 entirely clear about whether all -- all of that will be

17 committed specifically to the Waterbury Hospital

18 projects. But, I'm clearer about that capital commitment

19 to Waterbury Hospital than I am about the capital

20 commitment to Saint Mary's Hospital. The -- the other 30

21 million dollars, I think, is collectively talked about as

22 part of a commitment to the Greater Waterbury community.

23

24 Does Saint Mary's have a concrete sense



OCTOBER 16, 2014

1 about how much of that capital commitment specifically is

2 going to be committed to projects within the four walls

3 of Saint Mary's Hospital or its other existing

4 facilities, either to attract and compensate medical

5 staff working in Saint Mary's facilities or to purchase

6 equipment which will help to attract doctors to -- to

7 Saint Mary's? And, maybe to put it in the starkest

8 context, if you got five years out and after the

9 assessments that are going to be undertaken starting when

10 the deals close, if -- if it turned out that all 85

11 million dollars was spent somewhere else, not in the four

12 walls of Saint Mary's Hospital, would you feel like you

13 got the benefit of your bargain?

14 MR. WABLE: Well, first of all, I think we

15 need to appreciate the 150 million dollars that's being

16 spent that goes towards a foundation that's going to make

17 a meaningful difference in this community in the decision

18 we made to have that go into a foundation that can make a

19 difference in terms of healthcare. So, I think all of

20 this is in our minds is totaled up. It's a total

21 aggregate number that goes into this.

22 I think the ongoing follow-up capital

23 question is a question of earnings potential and what we

24 can earn as a hospital and Saint Mary's. I just



OCTOBER 16, 2014

1 mentioned the 20 million to you. We need a little bit in

2 addition to that to fund strategy and do the things we

3 need to do. It's also about the four walls

4 question. Healthcare is changing. The investments in

5 the four walls are going to need to be made. That's more

6 about infrastructure and making sure that our systems are

7 up to date and that we're not letting major systems go

8 beyond their depreciable life.

9 And I'm very -- feel very confident that

10 with the investments that we've already made at Saint

11 Mary's, that we're not going to need a great deal of

12 capital investments there, and I'm also convinced that if

13 we did have that situation, that Tenet would commit the

14 capital to deal with those types of issues. I do believe

15 that there would be one ambulatory strategy that will get

16 funded in a meaningful way throughout the community and

17 that's not within the four walls, and I think that would

18 be -- that will come out of 85 million dollars of capital

19 that's being committed in this transaction.

20 MR. PILGRIM: Might I add a couple of

21 things. We were going through our conversations with

22 Saint Mary's Hospital and their Board and their

23 management team that the Waterbury Hospital transaction

24 was already public. And -- and so the decision and the



OCTOBER 16, 2014

1 conversations were around, okay, as a corrunon owner of two

2 campuses, what's the way to approach this? And, the way

3 we approached it and the way that the conversations were

4 is that well, you will be a corrunon owner of two -- two

5 campuses that will be tasked to operate in an efficient

6 way, the best quality of care, comprehensive access to

7 the care increased access to the care.

8 And, so instead of a capital corrunitment

9 for a specific project or a specific in the four walls,

10 the capital corrunitment was along -- we want to increase

11 and -- and the Saint Mary's Board wanted to hear that we

12 were willing to increase what we wanted to corrunit and

13 dedicate to the corrununity. And, hence, that was the --

14 kind of the conversations. We'll increase our corrunitment

15 by 30 million, so we know we're going to put 85 million

16 into the broader Waterbury corrununity.

17 And, you know, with the current healthcare

18 environment, you know, the shift away as Chad articulated

19 from inpatient care and more to an ambulatory platform

20 and increasing distribution points, access points to

21 care. You know, a good target for us right now is

22 probably 60/40 ambulatory, main campus, main facility.

23 Not a standard, you know, but that's kind of working

24 target. So, I would -- I would expect, you know, the 60



OCTOBER 16, 2014

1 percent, the bulk of that 85 would be to increasing

2 access points into building that ambulatory platform.

3 And, so when we looked at it in the

4 conversations with Saint Mary's, it was more of a

5 community consideration, more of a community

6 conversation. The Waterbury number was already out there.

7 We knew we had already committed 55 million. That was a

8 public transaction. And, I think what the Board at Saint

9 Mary's was looking, let's increase what the community

10 benefit is going to be in the capital investments that

11 we're going to be making as a common owner of two

12 campuses.

13 MR. ROWTHORN: I appreciate that and I'm

14 glad that Chad referenced the 150 million dollars which I

15 in no way am diminishing. Maybe that's how we need to

16 look at it which is that the concrete specific

17 consideration is 150 million dollars and then the

18 additional 30 million dollars is -- is -- is less tied to

19 Saint Mary's specific purposes but more community

20 purposes and that -- and that -- but we have to look at,

21 really focus on and evaluating whether the terms of this

22 deal for Saint Mary's are fair at 150 million dollars.

23 Is that -- do you agree with that approach?

24 MR. WABLE: Yes.


1

2


OCTOBER 16, 2014

MR. ROWTHORN: I want to ask one question

about the about the foundation and its relationship

3 vis-a-vis with the going forward for profit hospital.

4 You know, one of the values, I think, we we want to

5 keep in mind is that that foundation and its resources be

6 committed solely to advancing charitable health purposes

7 in Waterbury, and there not be a risk that those

8 resources be subject to being used in the service of the

9 for profit purposes of the existing hospital.

10 We though -- we do though have a

11 circumstance where the -- the hospital will have a

12 Catholic mission and the foundation will have a Catholic

13 identity. We'd be interested to hear anything that

14 anybody has to say about maintaining the independence of

15 -- of the foundation from -- from the for profit

16 purposes of the hospital in light of some overlap with

17 respect to governance as it is anticipated in the

18 documents at least.

19 MR. MAZAIKA: We obviously haven't

20 finalized the bylaws and the whole governance issue with

21 the foundation. It will be, as I said, a Catholic

22 foundation. The intent is certainly to -- for us to

23 comply with all of the statutes applying there and the

24 intent of our foundation, although it hasn't been all



OCTOBER 16, 2014

1 filled out, is to address the corrnnunity needs of the --

2 of the Greater Waterbury area and not have any

3 relationship, if you will, from a financial point of view

4 of funding the new hospital. That is not the intent.

5 The intent is we think there's plenty of needs in the

6 Waterbury area that -- that aren't served by the

7 hospital and we will probably take on things like

8 screening for people, transportation, getting people

9 transported to where they can get screening, giving free

10 marrnnograms, those kinds of things where we see a great

11 need in the in the Waterbury area.

12 We understand the archbishop wants to have

13 some authority over the hospital new hospital,

14 particularly with the ERD's and the ethics issue. And,

15 he also wants to be involved, he or his designees, in the

16 new foundation. But, I guess we're struggling and we

17 will attempt not to have that overlap there.

18 MR. ROWTHORN: Bob, I appreciate that and

19 we understand that and respect that very much as well.

20 And, that's -- I don't have a conclusion or an approach

21 in mind, but I appreciate that you're thinking about

22 that, and will continue to think about that with the goal

23 of working that out to achieve assuming if this were to

24 be approved to achieve that to permit that.


1


OCTOBER 16, 2014

MR. MAZAIKA: We will do whatever we need

2 to do.

3 MR. ROWTHORN: Thank you. That's all I

4 have. Thank you very much. Go ahead.

5 MR. PILGRIM: Well, I just was -- from our

6 experience on the investor run side, and having gone

7 through this process a number of times where other

8 states, AG sitting in the exact same seat. I just would

9 offer any connectivity in any of those markets, if you

10 want to see how those foundations have been structured,

11 I'd be happy to facilitate. You know, great example, in

12 San Antonio where the foundation -- the foundation that

13 was created still appoints three Board members to our

14 local Board. So, there's still that kind of connectivity

15 that's inherent in your question.

16 And, yet, that foundation is not connected

17 to the hospital system. We have no input in that -- in

18 that 175, 180 million dollar foundation and where they

19 devote their -- their -- make their grants. But, as Mr.

20 Mazaika mentioned, the kinds of things they do are

21 nursing scholarships, screenings, wellness testing,

22 funding several United Way agencies. They've done

23 diabetes research. All of these kinds of things that,

24 you know, really are for the whole community very



OCTOBER 16, 2014

1 beneficial.

2 And, so to the extent, I could -- I'd be

3 happy with -- we've traveled that road before.

4 MR. ROWTHORN: All right. Well, we

5 appreciate that. We may take you up on that.

6 Thanks, everybody, for their answers.

7 MR. GARY HAWES: Gary Hawes from the

8 Attorney General's Office. Let me just follow up on

9 that, if I can. So, it's my understanding you have a

10 situation in San Antonio where you -- you have a hospital

11 that you own, but that follows the ethical and religious

12 directives that has a Catholic identity?

13 MR. SHEARIN: No, no, no, it's faith based

14 system, but it's a Baptist affiliated system.

15 MR. HAWES: Okay, okay. I wanted

16 MR. SHEARIN: A little bit different.

17 MR. HAWES: Okay, okay. I was just going

18 to see how certain things were handled there and if it's

19 not, if not's identically similar, I don't think it's

20 worth going down that road.

21 I would like to ask, you know, I've been

22 noticing as I sit up here that even though this isn't a

23 joint venture, there's a lot of "wen that's used. You

24 know, if we need this in the future. And, we for the



OCTOBER 16, 2014

1 foundation. So, I guess I want to -- I want to just

2 spend a little -- little energy and ask for a little more

3 description about the -- let's say, the Catholic identity

4 that the hospital is going to have going forward. And,

5 it seems to me that comes into play, certainly through

6 the ERD's.

7 But, I'd like to hear a little bit more

8 about a couple of the committees. I guess, it's the

9 Mission Integration Committee and the -- what's the --

10 Pastoral Care Department. I don't know what those are.

11 Can you please describe to me specifically what roles --

12 hand it back -- what roles those departments currently

13 play now, I guess? And then what's expected, the role of

14 those departments or committees that will play in the

15 future.

16 MR. WABLE: Our bylaws at Saint Mary's

17 right now afford the archbishop the ability to approve

18 the appointment of the Director of the Ethics Committee.

19 The Ethics Committee oversees clinical ethics within the

20 hospital -- clinical ethics issues. We have the clinical

21 ethics team that works within the hospital to deal with

22 patients' specific issues. And, then also to oversee the

23 ethical and religious directives and to make sure that

24 there's a mechanism to report back to the archbishop and



1 to the archdiocese any concerns or issues that -- that

2 arise with respect to those ethical and religious

3 directives.

4 The second thing is that the archbishop

97

5 appoints the Director of the Pastoral Care Program. Most

6 hospitals across the country have Pastoral Care Programs.

7 Our Pastoral Care Program at -- at Saint Mary's has a --

8 a director of that program and they essentially provide

9 spiritual care and pastoral care to all of our patients.

10 They also administer various other directives to

11 patients and sacraments to patients as well. We have a

12 couple of priests, for instance, in our Pastoral Care

13 Program that are able to offer those services. We're not

14 a lot -- we're not different than any other Catholic

15 hospital in that we have priests on staff to offer the

16 sacraments to patients. That's not the way it always is.

17 Some Catholic hospitals will have community priests that

18 rotate through to do that as well. We don't we have

19 priests primarily on site to be able to deliver those --

20 those services.

21 The other thing that's in in -- with

22 respect to the agreement that we have is the protection

23 of the Catholic identity. And, that's how big the signs

24 are to make sure that, you know, we continue to respect



1 Saint Mary's Hospital and -- and show people that it is

2 Catholic and that we are following those principles so

3 that we're honest about our values and within the

98

4 community and to also offer mass every day which we offer

5 today. I mean, we offer today and every day, we offer

6 Mass as well as on the weekends as well for the community

7 at large.

8 So, those are the types of things that

9 we're doing currently and the type of responsibilities

10 that the archbishop has today. And, those are fairly

11 transferrable as you can imagine to what we have in our

12 agreements. The archbishop appoints the Ethics Chair and

13 the Pastoral -- Director of Pastoral Care. And, then

14 there's a Mission Integration Committee which will be a

15 different committee than Pastoral Care. Those services

16 that are clinically directed at patients, that's more

17 about making sure that this Catholic identity, the

18 signage, the symbols, the acknowledgment that we are a

19 Catholic facility is continued and that the staff and

20 everyone there understand the ethical and religious

21 directives and practice that and can explain them and we

22 can understand them. A lot of times I hear people think

23 of them as voodoo. They're about really the common good

24 and respect and care and doing good things for patients.


1


OCTOBER 16, 2014

And, that's the way we view them. That's the way they

2 need to be viewed. And we want to make sure that that

3 translates well moving forward with our staff and with

4 patients and anyone that chooses to come to Saint Mary's.

5 MR. HAWES: Thank you, and I just have one

6 other question. It's more of a confirmation question to

7 Tenet and this mirrors a question that I had yesterday.

8 You know, it's my understanding that -- that the

9 archbishop retains the power if he so chooses to, I'll

10 say, remove the Catholic identity from the hospital if

11 if for some reason there is a disagreement or he's

12 unhappy with however he might see the running of the

13 hospital. So, similar to the Waterbury Hospital matter

14 where we suddenly have, you know, 100 percent buyout and

15 the operational agreement might be moot. Here we have

16 the Catholic identity being removed but we have many

17 agreements that are provisions in the agreement that go

18 to the ERD's and certainly the Charity Care. And, I'd

19 heard you testify earlier about how in some of the

20 different communities that you are a safety net provider.

21

22 And, so, I guess -- I heard that, and so

23 I'm asking you if for some reason the Catholic identity

24 is removed from this hospital for whatever reason, are



OCTOBER 16, 2014

1 those commitments to, I guess, maintain the ERD's going

2 forward and certainly Charity Care and the -- the I'm

3 not coming up with the right term but the different

4 requirements that are necessary for nonprofit hospitals

5 for Charity Care. Will those still be honored by Tenet

6 going forward?

7 MR. PILGRIM: Yeah. I can't speculate

8 under what circumstance might precipitate the archbishop

9 taking the Catholic identity away. You know, I think our

10 intention at this point and our plan at this point is to

11 maintain not just the ERD's but the philanthropic nature

12 of a hospital. I mean you take care of all people that

13 come through the front door, charity care being a

14 component of that. So, would we maintain the ERD's? I

15 think I'd have to defer to whatever that circumstance

16 exists at the time as to why we're having a break with

17 the archbishop. I don't know. You know, the ERD's are -

18 - are there and we've agreed to follow them as

19 propagated. And, but in terms of the role of a hospital

20 and providing care, providing the Charity Care, that

21 absolutely will continue.

22 MR. WEXLER: Let me just add to that.

23 Just hearing you describe that gives me anxiety.

24 Truthfully, you know, that would be absolutely



OCTOBER 16, 2014

1 catastrophic. And, we work very, very closely with the

2 Diocese of Worchester to make sure that we abide clearly

3 effectively without exception to what the ethical and

4 religious directives require. So, to have a violation of

5 that first would be unlikely and second to even think

6 that the archdiocese would be in a position of removing

7 the designation from Saint Mary's, I can't even imagine

8 that. I think that it would be worthwhile if you'd like

9 to hear a little bit about because there's a very -- what

10 Chad described so beautifully before about what they're

11 doing at Saint Mary's is pretty much a mirror image to

12 what we're doing in Saint Vincent with the bishop having

13 a similar role. And, if you'd like, it might be helpful

14 to hear from Dr. Diaz about our ethical mission there and

15 our religious mission if you so desire.

16 MR. HAWES: It would be great. Thank you.

17 MR. WEXLER: Dr. Diaz.

18 DR. DIAZ: Thanks, Erik.

19 So, I've been at Saint Vincent Hospital

20 for a little over ten years. I started there as the

21 Chief of the Emergency Department, then the Chief Medical

22 Officer before I took this position on the region. And,

23 the reason I'm saying that is because as I'm sitting here

24 listening to Chad talking about what is going on at Saint



OCTOBER 16, 2014

1 Mary's with pastoral care, it's almost as if he had read

2 our play book over at Saint Vincent Hospital. I can't

3 tell you how identical the two processes are.

4 I'd go one step further and one of the

5 things that we enjoy is a very close working relationship

6 with Monseigneur Bullio who's our pastoral care lead. He

7 does everything that Chad was saying. But, in addition

8 to that, he's also an avid participant in our Palliative

9 of Care Council and our Palliative Care Team that assists

10 with patients at chronic illness and end of life

11 scenarios. In addition to that, he also sits in a very

12 active council that we have, Patient and Family Care

13 Council, which we hold monthly meetings with our nursing

14 staff, some physicians, board members and also pastoral

15 care. And, from that activity we learn a lot about what

16 the community needs are and how we can adapt our care

17 delivery to fit the needs of the community. So, almost

18 identical with a couple maybe additions and maybe you

19 have them, Chad, as well with the Palliative Care

20 Council. But, it's a dynamic coincidence that we're so

21 closely aligned.

22

23 Thank you.

24

MR. HAWES: I have no further questions.

MR. HENRY SALTON: I didn't want to go



OCTOBER 16, 2014

1 without one opportunity to ask a couple questions for

2 over two days. I want to follow up on the Deputy

3 Attorney General's questions regarding the 85 million

4 dollars and I appreciate Tenet saying that it's a kind of

5 -- how you expend that is to be determined, an open ended

6 kind of question at this point as to Saint Mary's. Is

7 that also equally true as to Waterbury that it's -- that

8 we don't really have a firm commitment at this point as

9 to what money would go within the four walls or on the

10 campus of Waterbury as opposed to other kinds of uses

11 within the whole community?

12 MR. PILGRIM: That's -- that's -- that's

13 correct at the, you know, in terms of is there any firm

14 commitment as -- as Ms. Trumpsted testified yesterday and

15 you heard Chad testify today. There are a number of

16 identified capital needs in both those facilities. And,

17 we want to address those needs whether they're physical

18 plant needs or outdated equipment needs, maybe what

19 patient flow needs in terms of renovation. We absolutely

20 want to address those. But, in terms of which, where and

21 when, that -- those decisions are subject to, you know,

22 the plan -- the planning process we've discussed

23 previously.

24 MR. SALTON: And, it's my understanding



OCTOBER 16, 2014

1 from the testimony yesterday and I think today as well is

2 that the first cut for those funds will come from their

3 earnings of both Waterbury Hospital and Tenet to supply

4 that 85 million and then from Waterbury there would be a

5 backup -- fall back to the credit line.

6 MR. PILGRIM: On the JV, there's the back

7 up -- the back stop, you know, for Saint Mary's. I mean

8 it's just Tenet free cash flow.

9 MR. SALTON: And, the -- as far as

10 utilization of earnings from Waterbury Hospital, would

11 that include earnings that would be due and accrued to

12 the 20 percent partner and the JV?

13 MR. PILGRIM: The it would be the cash

14 flow from operations to fund cap backs from the JV would

15 occur before any distributions.

16 MR. SALTON: Okay, so --

17 MR. PILGRIM: To answer your question,

18 yes, both the 80 partner and the 20 partner would be --

19 and that Board would be overseeing both the capital and

20 operating budgets. So, we would find projects and then

21 if -- when we have distributions, those distributions

22 come after those capital investments.

23 MR. SALTON: And, in instances where you

24 made an allocation of the capital -- of that money for,



OCTOBER 16, 2014

1 let's say, an ambulatory center that's off campus and,

2 you know, in order to provide access to the community at

3 a different location, would that center be -- would the

4 JV have ownership or title over the product of those

5 investments?

6 MR. PILGRIM: That's -- that's a great

7 question. And, I think really subject to the additional

8 planning process.

9 MR. SALTON: But, you're suggesting that

10 the JV is going to be contributing in a way some portion

11 of its earnings towards that facility and then not having

12 sort of the -- the junior partner won't have any interest

13 on the earnings from that facility.

14 MR. PILGRIM: Well, that's not necessarily

15 what I'm suggesting. What I'm suggesting is subject to

16 kind of how we configure the ultimate plan for the whole

17 community. For instance, let's say there's a service at

18 Waterbury Hospital. I don't know. Pick a service. And,

19 we decide that there needs to be an ambulatory extension

20 of that service. That would be a Waterbury Hospital

21 service and Waterbury Hospital ambulatory extension.

22 Conversely, if there's a service to Saint Mary's that's

23 not offered at Waterbury Hospital, but needed an

24 ambulatory extension, then that would be a Saint Mary's



OCTOBER 16, 2014

1 extension. If there is an ambulatory facility that

2 benefits both, I can see where you'd have, you know,

3 equal interest on part of those hospitals that particular

4 -- particular ambulatory distribution plan.

5 MR. SALTON: Okay, so, let's say that

6 you're opening an urgent care center which is seen as a

7 need but not really an extension of an existing service

8 in the hospital. It's going to be funded in part by --

9 and you might quibble with this, but I'll say it could be

10 seen as being funded in part by earnings that could

11 accrue to the foundation at Waterbury Hospital. And,

12 what would be -- what could we -- and you're going to

13 have to file, I think, a CON to open a new urgent care

14 center. I mean, who's going to be the title holder or

15 the applicant for that urgent care center?

16 MR. PILGRIM: I don't know who's the

17 applicant at this point in time. We don't own the

18 hospital. So, you know, it's hard --

19 MR. SALTON: Well --

20 MR. PILGRIM: I understand what you're

21 asking seriously, but, I think, you think about it from

22 this context. If it's an urgent care center that's going

23 to benefit us, Saint Mary's and Waterbury Hospital, one

24 option is that the ownership interest is the entity of



OCTOBER 16, 2014

1 Saint Mary's owns one half and the JV owns one half.

2 That is one approach.

3 MR. SALTON: The other approach being?

4 MR. PILGRIM: The other approach would be

5 one owns 75, one owns 25.

6 MR. SALTON: Or Tenet owns it as a

7 separate entity.

8 MR. PILGRIM: Or Tenet owns it. We

9 actually have a subsidiary urgent care company called Med

10 Plus. But, you know, I think the point I want to try to

11 make is that this is not a decision that Tenet's going to

12 make in a vacuum. You know, we're going to be making

13 this decision with input from, you know, the governing

14 bodies of both these hospitals and what makes the most

15 sense for the community in terms of configuring the

16 resources to, you know, increase access and continue to

17 improve the quality of care of this provider.

18 MR. SALTON: Okay, let me move to -- I

19 only have one other thing I want to ask you about. I

20 understand there's going to be a single medical

21 foundation that is going to be serving whatever

22 facilities you acquire in the state as far as hospital

23 scale. Is that correct?

24 MR. PILGRIM: Per statute, we only can



OCTOBER 16, 2014

1 form as a member one foundation in the state.

2 MR. SALTON: And, both today and

3 yesterday, both hospitals legitimately made a very strong

4 point about the need for physician recruitment.

5 MR. PILGRIM: Right.

6 MR. SALTON: Would that be -- will that

7 foundation be the vehicle for physician recruitment?

8 MR. PILGRIM: It would be one vehicle

9 definitely. Not all physicians want to pursue an

10 employment model. And increasing number do, but there's

11 still physicians that look for private practice

12 opportunity and there are ways to recruit those

13 physicians or mechanisms to recruit those. That would be

14 outside the foundation if they were going to be private

15 practice physicians.

16 MR. SALTON: Would the foundation be sort

17 of the leading -- the leader in trying to do the

18 recruitment or would there be some -- or would it be

19 both, the hospitals?

20 MR. PILGRIM: Typically it would be the

21 hospital, the member of the -- the organizing member of

22 the foundation would be the kind of the driving -- you

23 know, in order to be compliant with -- with Stark recs.

24 you have to have a delineated physician recruitment plan.



OCTOBER 16, 2014

1 It has to be approved by your governing board. And how

2 you ultimately fulfill that plan can be, you know, either

3 you assist in recruiting a physician to the existing

4 practice, you assist in a physician setting up his own

5 practice or you can recruit and employ that physician.

6 That last option would be the option that would go into

7 the foundation.

8 Now, in terms of -- I may be anticipating

9 your next question, our intention is to have pods. And,

10 so you have Waterbury pods, Saint Mary's -- well, Saint

11 Mary's currently is a friendly PC model. Again, how we -

12 - how we approach that is done as much with the input of

13 the local medical staff and what makes the most sense for

14 that particular organization. We're fairly agnostic as a

15 company as to the physician practice model. What we want

16 to drive is the level of clinical integration with our

17 physician partners. That's -- that's the strategy. The

18 tactic is how -- you know, the employment's tactic. But,

19 we would have a Bristol pod. We would have an ECHN pod.

20 You'd have the umbrella single organization. But, you

21 would give the local leadership, local autonomy or field,

22 if you would, to each pod.

23 MR. SALTON: And, would each pod then be

24 -- so, for example, we haven't heard yet but we may hear



OCTOBER 16, 2014

1 at some point about recruitment needs in Bristol or

2 recruitment needs east of the river and those would be

3 separate recruitment efforts by those different pods and

4 there wouldn't be a single recruiting entity for the

5 whole system?

6 MR. PILGRIM: Well, there's a leverage or

7 we can leverage some economies by having a concentrated

8 recruiting effort. We have a physician recruiter sitting

9 in the home office, for instance. We have physician

10 recruiters in our regional markets as well. And, they

11 coordinate. The have a list of what our needs are, what

12 -- what's our priorities for medical staff recruitment.

13 And, so you might have recruiters working, you know, on

14 recruitment plans for multiple hospitals.

15 MR. SALTON: Okay. Thank you.

16 MS. MARTONE: I just want to summarize and

17 this is for clarification purposes. Overall, there's

18 going to be two late files filed. One for the 55 million

19 and one for the 30, and that's listing the priorities at

20 this point in time.

21 MR. PILGRIM: I'm sorry. Could you

22 clarify? I'm sorry. I didn't hear the first part of

23 your question.

24 MS. MARTONE: Okay. We have two late



OCTOBER 16, 2014

1 files that will be coming in for each hearing, okay. One

2 late file addresses the 55 capital expenditure for

3 Waterbury. We're asking for a list of the projects and

4 the timeline, okay. That was discussed yesterday.

5 MR. PILGRIM: My understanding -- okay.

6 That's not -- that was not -- my understanding was you

7 were looking for a list of potential projects.

8 MS. MARTONE: Correct. Correct. That's

9 what I'm saying, yes. I'm saying they're priorities,

10 potentials, correct. I'm just clarifying because of the

11 line of questioning.

12 MR. PILGRIM: I didn't know if we were

13 saying we had agreed to a plan.

14 MS. MARTONE: No, no, no, no, no. And,

15 then the same for this late file as well. So, it's a

16 list of the 30, okay, of potential projects. So, my

17 understanding is after your strategic planning process

18 moves forward, if this project is approved, you're going

19 to have, I'm assuming, at the ends of your assessment,

20 your analysis, a confirmation of the capital projects

21 that will total 85 million. Is that correct?

22 MR. PILGRIM: Whether they total 85 or

23 105, I don't know.

24 MS. MARTONE: Right, that's fine. I'm



OCTOBER 16, 2014

1 just trying to get a timeframe, an idea of when there

2 will be a concrete plan for both the needs in the area

3 and the programs as well as the capital that's going to

4 go into them. I'm just trying to get an idea of when

5 that will happen.

6 MR. WEXLER: I think that goes back to the

7 discussion we had earlier about trying to do this within

8 90 days.

9 MS. MARTONE: Yes.

10 MR. WEXLER: And, frankly that list to you

11 and us is just help along -- along the pathway -- along

12 the journey. So --


14 MR. WEXLER: -- you know, Saint Mary's has

15 ideas for what they want to do. Waterbury has ideas for

16 what they want to do and having access to that on Day 1

17 when the transactions are done begins the strategic

18 planning process.


20 MR. PILGRIM: So, I mean to make sure we

21 understand what you're requesting and that we understand

22 and we want to make sure we satisfy that request --

23

24

MS. MARTONE: Yes.

MR. PILGRIM: -- you understand what we



OCTOBER 16, 2014

1 think we're giving.

2 MS. MARTONE: Yes. That's why I wanted to

3 ask.

4 MR. PILGRIM: It's -- we provide a list of

5 capital needs for each of the existing facilities. My

6 my guess is that that list of immediate capital needs is

7 not going to add up to 85 million. And, that there are a

8 significant number of other projects yet to be scoped,

9 programmatically planned, locations identified. These

10 would be the ambulatory opportunities. So, I think we

11 certainly can provide you a list of existing capital

12 needs at these facilities and I know Chad and I know

13 Darlene both have probably a couple of -- you know, a

14 couple of wish lists that they would like to get to in

15 the next 24 months. We can give you that list, but I

16 would -- I would caution you not to try to tie that hard

17 to the 85 million commitment. We're going to spend 85

18 million. And, we're committed to doing that. And, if

19 there's any concern that we may or are looking ways not

20 to do that, you know, I would just point you to Detroit.

21 I would point you to our other markets where we've had

22 similar capital commitments and not only have executed

23 against those commitments but exceeded them.

24 MS. MARTONE: Yeah, I'm not questioning



OCTOBER 16, 2014

1 the amount. I'm just questioning when there will be a

2 plan developed addressing both the service needs as well

3 as the capital projects. That's all. I'm looking for a

4 timeframe.

5 MR. PILGRIM: I think -- I think I had

6 indicated 90 days. Erik kicked me under the table. So,

7 we're going to say anywhere from 100 to 150 days.

8 MS. MARTONE: Okay. For both?

9 MR. WEXLER: Yes.

10 MR. PILGRIM: From the closing transaction

11 for each of those. Assuming they closed on the same day,

12 then that would be great.


14 HEARING OFFICER HANSTED: All set?

15 MS. MARTONE: Yes.

16 HEARING OFFICER HANSTED: And just one

17 housekeeping matter before we take a break, the late

18 files ordered in this matter will be due November 2,

19 2014. And, we'll take a ten-minute break at this point.

20 (Off the record.)

21

22 HEARING OFFICER HANSTED: Okay, folks. If

23 everyone can take their seats, please. Okay, we're back

24 on the record. And, at this time, I think we'd like to



OCTOBER 16, 2014

1 hear from the Massachusetts Nurses Association who has

2 been deemed an intervenor in this matter with limited

3 rights.

4 MR. MICHAEL FADEL: Thank you. My name is

5 Mike Fadel. And, I'm director of campaigns for the

6 Massachusetts Nurses Association. I'd like to thank you

7 for the opportunity -- I'd like to thank you for the

8 opportunity to present the testimony and at the risk of

9 disappointing your anticipation, I would just adopt the

10 pre-filed testimony and allow that to speak for itself if

11 that's okay with you.

12 HEARING OFFICER HANSTED: That's fine.

13 Thank you, sir. And, is there any cross-examination?

14 MR. SHEARIN: No.


16 Thank you, Mr. Fadel.

17 Now moving along to the public comments

18 section, we have -- we have the mayor of Waterbury here.

19 We will defer to him and allow him to speak first.

20 MAYOR NEIL O'LEARY: Thank you. Thank you

21 very much. Do I sit here or stand here?

22 HEARING OFFICER HANSTED: You may stand,

23 and there should be a microphone there even.

24 MAYOR O'LEARY: Thank you.



OCTOBER 16, 2014

1 Good afternoon, everyone. My name is Neil

2 O'Leary, and I'm the mayor of the city of Waterbury. I

3 would like to thank you for this opportunity to comment

4 here today. As you know, I previously provided a letter

5 entered into the record of this proceeding that indicated

6 my strong support for this transaction. Please know that

7 I do not offer this support lightly. Saint Mary's and

8 Waterbury Hospitals are absolutely vital institutions in

9 this region. They provide critical health care services,

10 serve vulnerable populations, are a leading employer and

11 as you have heard, are deeply embedded into the fabric of

12 this community. As mayor, I felt it my responsibility to

13 gain the fullest understanding possible of this

14 transaction and what it would mean for the residents of

15 our city and its region. I really believe that Tenet is,

16 in fact, the right partner in developing an even stronger

17 world-class health system for our region. I want to

18 spend a brief moment to discuss with you how I came to

19 that conclusion.

20 As a mayor, I am very familiar with issues

21 facing the Waterbury Hospital and Saint Mary's Hospital

22 as well as healthcare needs of the Greater Waterbury

23 community. I am close to the staffs of both hospitals.

24 Both hospitals are under increasing financial pressures



OCTOBER 16, 2014

1 with decreasing reimbursements and access to capital

2 becoming more and more difficult. Both have assumed

3 significant financial obligations. Meanwhile, the

4 healthcare needs of the Greater Waterbury area have

5 continued to grow.

6 City leaders, myself included, have been

7 concerned for years about the sustainability of two

8 hospitals in a city the size of Waterbury and its region

9 and the risk of losing the ability to serve our

10 population. Such concerns matter not only from a

11 delivery of healthcare standpoint but also from an

12 economic development standpoint. For year, as two of the

13 city's three largest employers, these hospitals have been

14 dominant economic drivers for the city. We want that to

15 continue.

16 When I learned that Waterbury Hospital and

17 later Saint Mary's planned to enter into transactions

18 with Vanguard Health Systems and Tenet, I learned all I

19 could about the transactions and about the companies. I

20 wanted to make sure that regardless of whether it was for

21 profit or not for profit entity, Tenet was committed to

22 delivering the highest quality of healthcare to our

23 citizens of Waterbury and the surrounding towns including

24 meeting the needs of our Medicare, Medicaid and uninsured



OCTOBER 16, 2014

1 patients. And, in the case of St. Mary's Hospital, doing

2 so in a manner that is consistent with the Catholic

3 principles that govern that institution.

4 As part of my diligence, I traveled to

5 Dallas in June to meet with senior management folks at

6 Tenet. We had very productive meetings and conversations

7 about the future of the hospitals in Waterbury. The

8 delivery of affordable quality healthcare to all

9 residents in our community and Tenet's expected capital

10 investment in my city, and I am now assured that they

11 will do the right thing for this community. I spoke with

12 the officers of the Waterbury Hospital and Saint Mary's

13 Hospital who confirmed that the affiliation with Tenet

14 was in the best interest of both hospitals and the

15 community at large.

16 I also traveled to Worchester,

17 Massachusetts and met with regional management of Tenet

18 and to tour Saint Vincent Hospital which had become a

19 member of Tenet Health. I witnessed firsthand the

20 positive impacts of Tenet's significant capital

21 investment in the hospital facility. I also had the

22 opportunity to speak with a number of employees who

23 expressed positive feelings about the hospital's

24 association with Tenet.


1


OCTOBER 16, 2014

As a result, I've concluded that Tenet is

2 the right answer for our community. Tenet is a large

3 healthcare provider that owns and operates 80 acute care

4 hospitals in 14 states and is well positioned to address

5 the capital needs of both Waterbury hospitals. They know

6 how to operate hospitals efficiently so that there are

7 resources available to provide the best care possible.

8 Its track record of rebuilding similar institutions

9 throughout the United States speaks for itself. And its

10 commitment to invest 85 million dollars to improve the

11 hospitals over the next seven year means that the

12 hospitals will be able to maintain their prominence and

13 continue to meet the healthcare needs of Waterbury

14 citizens for years to come.

15 Tenet is making a commitment upon which

16 Waterbury can rely. I urge you to please grant this

17 application. Thank you.

18 HEARING OFFICER HANSTED: Thank you, Mr.

19 Mayor.

20 Now, we're ready to move onto the public

21 portion. The folks who wish to speak should have written

22 their names on the signup sheet that's provided outside

23 of this door on the table. And, we'll begin calling

24 those folks in the order that they've signed up.



OCTOBER 16, 2014

1 And, Mr. Lazarus, if you want to start?

2 MR. LAZARUS: Sure. The first name I have

3 is John Dicarlo from Waterbury Chamber of Commerce.

4 MR. JOHN DICARLO: Good afternoon. I'm

5 John Dicarlo, Public Policy of Economic Development

6 Director for the Waterbury Regional Chamber which serves

7 13 towns in the Greater Waterbury region and represents

8 the collective interests of nearly a thousand businesses

9 in matters of public policy and economic development.

10 The Chamber strongly supports the proposed acquisition of

11 Saint Mary's Hospital by Tenet Health Care Corporation.

12 We are proud to partner on numerous

13 economic development efforts in our region. In that

14 regard, the proposed acquisition represents a very

15 positive initiative. Today's hospitals operate in a

16 continually changing, highly competitive environment.

17 Recognizing this, the proposal now before us would

18 provide Saint Mary's Hospital the resources needed to

19 continue its role as a leading local company that serves

20 as one of the city's largest employers.

21 The chamber's public policy programming

22 also continually advocates for measures that improve the

23 local quality of life. We're aware that a strong

24 healthcare system plays a crucial role in where companies



OCTOBER 16, 2014

1 choose to do business. That Tenet, a healthcare provider

2 with an excellent track record of operating state of the

3 art facilities, would invest in Saint Mary's Hospital is

4 welcome news in our business community. The investment

5 would provide resources that ensure the facility can

6 continue to deliver the high level of healthcare needed

7 in Greater Waterbury.

8 In addition, the chamber's municipal

9 agenda supports initiatives and programs that expand the

10 commercial segment of Waterbury's grand list. Growth in

11 the tax base will have a major impact in making the city

12 more attractive to companies looking to expand or

13 relocate. Because this proposal will provide a

14 significant increase in local tax revenue, it both

15 directly fosters economic development as well as the

16 City's ability to attract future economic development.

17 Therefore, the Chamber is very supportive of the proposed

18 acquisition before you today.


20 MR. LAZARUS: Dr. Corvo.

21 DR. PHILIP CORVO: Good afternoon. Thank

22 you for your time today. My name is Philip Corvo. I'm

23 the Chairman of Surgery and the Director of Surgical and

24 Critical Care Services at Saint Mary's Hospital. I've



OCTOBER 16, 2014

1 been here for approximately one year. Prior to that, I

2 was in private solo surgical practice in Stamford at both

3 Stamford and Greenwich Hospitals.

4 I'm here to tell you that I completely

5 support Tenet's proposed purchase of Saint Mary and

6 Waterbury Hospital systems. I strongly believe that

7 Tenet will bring much needed capital to the area so that

8 we can keep more patients in the city of Waterbury for

9 their care. Saint Mary's Hospital has the proud history

10 and reputation for providing the highest level of quality

11 care at the lowest possible costs and that is quite

12 literally the mathematical definition of high value. But

13 it also comes at a cost. And that cost is that at the

14 end of the day there's very little capital left over for

15 anything else. And over time, if you can't improve what

16 you have, you're simply sliding backwards.

17 Currently, approximately 40 percent of

18 patients leave this service area to go somewhere else for

19 care that they should be able to get here. For instance,

20 approximately 70, 7-0, percent of basic neurosurgical

21 care leaves this area to go down the state and outside

22 the service area for inpatient neurosurgical care. These

23 are services that could be provided at Saint Mary's if we

24 had the proper technology and were able to -- to train



OCTOBER 16, 2014

1 our staff properly.

2 One opportunity for this would be to have

3 a dedicated neurosurgical ICU at Saint Mary's with state

4 of the art monitoring equipment. Another example of this

5 is cardiac electrophysiology basically which is the study

6 of looking at reasons why the heart has rhythm problems.

7 Currently, over a hundred patients each year leave the

8 service area to go to New Haven for this cardiac

9 electrophysiology testing and treatment. Saint Mary's

10 Hospital already provides topnotch cardiac surgery and

11 interventional cardiology services and an

12 electrophysiology lab in the area would allow us to round

13 out those offerings and would allow the Waterbury area to

14 be a single go to place for all of cardiac care across

15 the spectrum.

16 I'm sure that you've heard before. I've

17 heard it in the brief time I've been sitting here and I

18 am sure that you will continue to hear about the

19 financial advantages of Tenet coming to the city of

20 Waterbury. And money is clearly important, but this is

21 not just about money. It's about our continued ability

22 as a -- as a community especially in the coming uncertain

23 times with the Affordable Care Act with the fact that

24 hospitals are forced to operate on razor thin margins in



OCTOBER 16, 2014

1 an environment where the normal rules of supply and

2 demand and economics simply can't apply to us because

3 there's third party payers, because we have to take care

4 of people that aren't able to pay and we still take care

5 of them with the same level of quality and passion and

6 intensity as people that pay with insurance or every once

7 in a while even cash.

8 We've done it for the last hundred years

9 and we need the ability to do it for the next hundred

10 years. Each hospital system by itself is not in a

11 position to be able to do that and if either one were to

12 collapse for whatever reason, the one that's left

13 standing is going to collapse very shortly afterwards.

14 The infrastructure of each place is barely able to

15 sustain things the way they are now.

16 I hope you will approve Tenet's proposed

17 asset purchase. I see many benefits for our patients as

18 well as for the community and I'd like to thank you for

19 your time and you consideration.


21 Doctor.

22 MR. LAZARUS: Dr. Chien.

23 DR. PETER CHIEN: Good afternoon. My name

24 is Peter Chien. I'm a cardiologist at Saint Mary's


1


OCTOBER 16, 2014

Hospital. I've been here for about three and a half

2 years and prior to this, I worked in various practices

3 across the state. So, I have some experience dealing

4 with different hospitals of different sizes and

5 functionality.

6 I'd like to obviously offer my support for

7 the proposed asset purchase for numerous reasons, most of

8 which, I think, that this would provide more optimal

9 patient care for our service area. Obviously, it is

10 becoming increasingly difficult for a small independent

11 hospital to remain viable in the current economic climate

12 given the precipitous decrease in federal and state

13 reimbursement payments in addition to numerous unfunded

14 mandates and regulations promulgated by the federal

15 government.

16 As such, it would be fiscally prudent to

17 join a larger organization such as Tenet with its

18 resources so that we can use their efficiencies and

19 economies of scale in order to maintain our current level

20 of care and to expand enhanced services. As Dr. Corvo

21 already spoke about, we currently do not offer cardiac

22 electrophysiology services at Saint Mary's and many of

23 those patients are transferred to New Haven to receive

24 them.



OCTOBER 16, 2014

1 Obviously, I think it would be a boon for

2 Saint Mary's to acquire these services as more than 100

3 patients would be able to be serviced here locally as

4 opposed to being transferred. Obviously, aside from

5 convenience, this may also reduce overall healthcare

6 costs by precluding transfers and a lot of redundant

7 testing that occurs at the receiving facility having seen

B it myself at a larger facility. A lot of workups get

9 repeated and the same studies are done over and over

10 again because of the unfamiliarity with the reader and

11 what not.

12 In order to provide cardiac

13 electrophysiology services, Saint Mary's would need to

14 recruit and hire a doctor trained specifically in cardiac

15 electrophysiology which includes catheter ablations for

16 regular heartbeats, specialized pacemaker defibrillators

17 and electrophysiological studies which we currently don't

18 entirely offer right now. It would be much easier to

19 recruit a physician to a large hospital network of over

20 BO hospitals with much more aggregate demand than a stand

21 alone independent hospital. In fact, we just hired a new

22 interventional cardiologist last year, but it was very

23 difficult to actually find many people to come to this

24 area who did not have roots here.



OCTOBER 16, 2014

1 In addition, in terms of providing these

2 services, Saint Mary's would need to invest in both

3 capital equipment and infrastructure additionally to

4 provide these services.

5 In conclusion, by working with Tenet, we

6 would be able to affect these services by utilizing its

7 resources to make these capital purchases. I hope that

8 you will approve this application so that we continue to

9 enhance and expand services along with improving access

10 to care in this community.

11 Thank you for your consideration.


13 Doctor.

14 MR. LAZARUS: Bill Quinn.

15 Dr. Forscha.

16 Jim Tucker.

17 Peter Marcuse.

18 MR. PETER MARCUSE: Thank you. My name is

19 Peter Marcuse. I practiced law in Waterbury for 20 years

20 and since then have moved into urban planning and so

21 policy planning and teaching at Columbia.

22 I agree with -- with my neighbors who have

23 just spoken on the importance of the two hospitals in

24 Waterbury. But, there is a problem with realizing their



OCTOBER 16, 2014

1 potential and I'm very happy of the questions that the

2 panel has been moving towards because I think it

3 addresses the real elephant in the room which is no

4 surprise, money, the financing of what is being talked

5 about.

6 The clear argument for this merger for

7 this purchase is that it will provide a financial base

8 for an expansion of hospital services that could not be

9 otherwise provided. And, I think there is a strong

10 reason why one should examine very carefully what the

11 financial basis for that expectation is. Very simply, if

12 Tenet is going to put 85 million plus 30 million and a

13 good bit of staff time and so forth into it, they are

14 doing that on the expectation of a profit. If they

15 simply go on the capital market for it, they have just

16 issued a large note at five and a quarter percent. They

17 are now adding to it. They are not -- the 85 million is

18 not a gift and the 30 is not a gift. It carries a cost.

19 And that cost is an additional burden on the operations

20 of Saint Mary's. How will that be met?

21 I think that raises a serious question

22 that has not been asked or at least I have not heard the

23 answers to it. I noticed that there was a real absence

24 of discussion of financing in the presentation even



OCTOBER 16, 2014

1 though it seems to me that's at the heart of it.

2 I think the legislature in passing the

3 legislation that brings us to this hearing indicated a

4 real concern, a real worry about the movement of

5 hospitals from nonprofit to profit. And, I think they

6 did that because of a longstanding public policy

7 favoritism for nonprofits and charities providing

8 services that the profit motivated sector would not

9 could not -- would not be expected to provide. And, I

10 think that -- that expectation applies with hospitals

11 also.

12 And thus, the legislature sets standards

13 by which one could -- by which you were asked to approve

14 or disapprove an acquisition. That might be looked at as

15 a two stage process with this reading of the legislative

16 intent.

17 The first is -- the first question to be

18 asked is, what is being proposed here through the

19 acquisition that could not be done without the

20 acquisition? And, I would ask why, if the kind of

21 cardiac services that were just mentioned have a real

22 demand in Waterbury, and one that Tenet can provide and

23 make a profit at, why Saint Mary's couldn't do that

24 without Tenet? Why can't they go to Webster Bank? Why



OCTOBER 16, 2014

1 can't they go to the State Bonding Commission? Why can't

2 they go on the private market and make exactly the

3 argument that Tenet has to make in order to -- for it to

4 raise the money to put into Waterbury?

5 So, the first question that needs to be

6 addressed is what -- what is holding Saint Mary's back

7 from doing what Tenet says it can do on top of making a

8 profit on 85 or 115 million dollars?

9 And, it would lead then to the second

10 question, if there is some reason to examine the

11 advantages, perhaps, of -- although it carries

12 disadvantages, too. That's a whole new additional level

13 of bureaucracy and decision making and Dallas will have

14 something to say about the decisions here. But, in

15 addition to that, if -- if Tenet can do it, how will it

16 pay for it? What will be -- what will be saved? What

17 will be cut? There is

18 MR. LAZARUS: Sir, if I could just ask you

19 to wrap up your commentary.

20 MR. MARCUSE: There is ample research

21 evidence that -- that the move from nonprofit to profit

22 results in a change in the mix of services that are

23 provided from those that are non-remunerative to those

24 that are remunerative. And, I would simply urge the



OCTOBER 16, 2014

1 panel to look carefully both at Saint Mary's actual

2 potential and Tenet's. And to look at the worksheets

3 that they are using to see if they are really using the

4 same set of figures when they take the positions that

5 they're taking.

6 Thank you.


8 MR. LAZARUS: Mr. Bill Quinn.

9 MR. BILL QUINN: My name is Bill Quinn.

10 I'm the director of the Waterbury Health Department.

11 I've submitted testimony and I've also submitted verbal

12 testimony last night. So, I'm just going to add a couple

13 of things to what I said last night.

14 And, the first issue, Jim Rawlings, who is

15 a friend of mine brought up equity. I want to assure you

16 that both hospitals are very, very much at the population

17 level -- at the community level into equity. Part of our

18 partnership has -- we use a health equity index. As you

19 know, people end up with things. People die at a certain

20 age. Different groups, whether they're cultural, racial,

21 no matter what, that's how we talk about public health.

22 Life expectancy of female Latinos is. And, that's the

23 disparity. That's an inequity that we're talking about.

24



OCTOBER 16, 2014

1 Also, in those populations, the quality of

2 life is different depending on ethnicity, race, gender.

3 You know, that's something that none of us like, none of

4 us want and it's what we deal with all the time in public

5 health. And hospitals are right with us all the way.

6 For instance, people -- social

7 determinants. We've all heard about it. The reason that

8 people who are of one race or a gender don't live as long

9 or have the quality of life is because they're poor, have

10 less education. They have less status in the community.

11 All of those three indicators are historically ones that

12 we all know are going to lead to a shorter and a less

13 quality of life.

14 The health equity index and there's also

15 civic engagement, job opportunity. There's about seven

16 or eight indicators that are used in our health equity

17 index to look at health outcomes. So, Waterbury scores

18 as all urban centers is pretty low. It's one to ten.

19 most of them, Waterbury is two or three compared to

20 surrounding towns or the towns with people who have the

21 better opportunity because of social standings, so to

22 speak. And, this is well documented.

23 So, the hospitals, and especially both

24 hospitals, have historically been involved with being


In


OCTOBER 16, 2014

1 sure that is not happening. So, I want to make sure it's

2 very clear that in terms of equity, in terms of all of

3 those things, both hospitals are clearly onboard and

4 match up and those are the populations that they target.

5 Those are the populations that they serve. And, they

6 serve them very well.

7 And, one other thing, I'd just like to

8 read a quote because last night I was trying to say, how,

9 you know, why is Waterbury different? I mean I was born

10 at Saint Mary's, brought up in Waterbury. So, I totally

11 understand the culture. My family is still here.

12 Waterbury -- two Waterbury hospitals are very different

13 because they are really a part of an extended family.

14 You -- if you grew up in Waterbury, where you go for your

15 medical care is extremely important and if the hospitals

16 were -- I'm not saying they're going to go away but if

17 their ability to serve people is lessened because of

18 economic factors, because of fiscal issues that is going

19 on with medical care right now, that's going to hurt what

20 they can do. It's going to lessen with what they can do.

21 So, I just want to leave by reading a

22 quote from Ibart Giamatti on the 20th anniversary of the

23 Hill Health Center which is a very important part of New

24 Haven. And, he talks about families.



OCTOBER 16, 2014

1 °If a family is an expression of

2 continuity through biology, a city is an expression of

3 continuity through will. Only human beings have ever

4 made cities and only human beings can kill them. By the

5 same means, they make them. Acts of choice."

6 People in Waterbury again see the two

7 hospitals as a part of a family. It's an integral part

8 of the city. And, so again, I obviously hope that your

9 decision helps the hospitals do the best possible job

10 they can do.

11 Thank you.

12 HEARING OFFICER HANSTED: Thank you, sir.

13 MR. LAZARUS: Tom Swan.

14 MR. TOM SWAN: Good afternoon. Thank you

15 for having this hearing and for your work today. I

16 followed the reports the last two days and am very

17 encouraged by the process that you've been leading and

18 undertaking.

19 My name is Tom Swan. I'm the executive

20 director of the Connecticut Citizen Action Group. We

21 have over 20,000 member families throughout the state and

22 over 500 within this service area around the hospitals

23 here included within here.

24 A bit more about myself. The legislature



OCTOBER 16, 2014

1 prior to the passage of the Affordable Care Act created

2 two authorities. One a Health First authority that was

3 designed to help the State to prepare for universal

4 health care and possibly go on its own. The second was

5 the State-wide Primary Care Access Authority. I served

6 as co-chair of each of these authorities. I've engaged

7 hundreds of people from providers to hospitals to

8 businesses to consumers across the board in a process

9 that really, I think, helped us to be a leader that we

10 are at this spot in implementing the Affordable Care Act

11 to state level.

12 We strongly urge you to reject the

13 proposed deals for two primary reasons. First, the

14 legislature in the state is an entity, not you all, have

15 not done their due diligence in defining what we want for

16 the future of hospitals in Connecticut for which you

17 determine whether these deals would be meeting it. And,

18 second, because Tenet has such an appalling record as an

19 unscrupulous corporate player.

20 We recognize that healthcare is rapidly

21 changing and, the role of hospitals in Connecticut should

22 change, too. It is clear that we probably do not need

23 two full service acute care hospitals serving the Greater

24 Waterbury service area. But, this should be determined



OCTOBER 16, 2014

1 through a public process to make sure that we meet future

2 health needs. Not some back room Wall Street deals.

3 I do not know how the hospital Board of

4 Directors can really claim they did their due diligence

5 without fully exploring the option of some type of a

6 merger including engaging the State for possible capital

7 support. For its part, the State should consider the

8 creation of a health bank similar to the green bank that

9 they have for energy to help meet capital needs of

10 hospitals going forward. There should be criteria about

11 community health, employment levels and standards, data

12 sharing, standards of care, consumer protections and

13 charity care tied to any health bank.

14 Study after study show that hospital

15 consolidations and for profit healthcare are likely to

16 have an adverse impact on quality of care and costs. We

17 find it impossible to believe that it is in the public's

18 interest to turn over these community assets, which as

19 Mayor O'Leary pointed out, represent two of the three

20 largest employers in Waterbury, to a for profit entity,

21 allowing for the corporate practice of medicine while

22 eliminating competition. There are enough grounds in our

23 CON statute for you to reject the application on this

24 criteria alone.



OCTOBER 16, 2014

1 As to my second point, the Tenet

2 Corporation is unrivaled in terms of fines and payments

3 in fees and settlements in terms of any healthcare

4 company across the country. Tenet claims that they have

5 changed. But, these claims are not credible. And, the

6 fact they profess this so strenuously should raise

7 additional alarms. Just this year, the Federal Justice

8 Department signed on to a whistleblower complaint that

9 claims Tenet paid kickbacks to obstetric clinics serving

10 primarily undocumented Hispanic women in return for

11 referral of those patients for labor and delivery at the

12 hospitals. That is an exact quote from the U.S.

13 Department of Justice's press release announcing that

14 they were signing on to this whistleblower complaint.

15 Kickbacks for around the delivery of babies. This is not

16 a company that we should enter in this state lightly.

17 And then furthermore, we should look at

18 their behavior in trying to move in and acquire hospitals

19 in Connecticut. On the last night of the legislative

20 session in 2013, they tried to sneak in a secret RAC

21 amendment that would allow them to practice -- to engage

22 in the corporate practice of medicine in Connecticut

23 without any public hearing. And then they imperatively

24 misled the public about the position of the Attorney



OCTOBER 16, 2014

1 General's Office on a workaround to try to strengthen

2 your hand vis-a-vis the legislature. If that's how they

3 act in trying to get approval for a deal, what's going to

4 happen if you approve this?

5 Furthermore, the fact that this is a

6 leverage deal on top of Tenet's existing leverage should

7 be sending off alarms all over the place in terms of

8 Tenet's ability to fulfill any promises and the long-term

9 viability of Tenet and of these hospitals.

10 Finally, I'd like to point out that

11 according to Public Citizen and Citizens for Tax Justice,

12 Tenet had a negative tax liability while spending

13 hundreds of thousands if not millions of dollars every

14 year between 2008 and 2011 at the federal level. We do

15 not need that type of corporate behavior here in

16 Connecticut. It is highly likely that this practice

17 continued in subsequent years and these types of

18 corporate games will be played if you open up the door to

19 let them move into Connecticut. It's another example

20 about why we need to make sure that Connecticut's

21 hospitals are driven by the needs of our residents and

22 not by a bunch of investors.

23 Thank you.

24 HEARING OFFICER HANSTED: Thank you, Tom.


1

2


OCTOBER 16, 2014

MR. LAZARUS: Jim Tucker.

MR. JIM TUCKER: Good afternoon. My name

3 is Jim Tucker. I'm the vice president of Quality and the

4 chief nursing officer at Saint Mary's Hospital. I've

5 been working at Saint Mary's for about ten years. And

6 I'm personally extraordinarily committed to providing the

7 best care possible on Waterbury and for the community

8 both on behalf of myself and my family who are healthcare

9 consumers as well as the patients that we serve.

10 We've been working on improving healthcare

11 at Saint Mary's for a long time and have made great

12 strides. We've been able to dramatically reduce the

13 number of hospital acquired infections, a major concern

14 in healthcare. And to reduce the number of falls that

15 patients have while in the hospital. Dramatic

16 improvements over the years. We've been recognized for

17 excellence in healthcare, specifically in cardiac care

18 and care of stroke patients with numerous gold awards and

19 recognition from the American Heart Association, American

20 Stroke Association.

21 With that in mind, I have met with folks

22 from Tenet and see a shared commitment to excellence and

23 it is my perspective that together with Tenet, we'll be

24 able to extend our ability to provide excellent care to



OCTOBER 16, 2014

1 the community. So, my request is that you all also

2 support this endeavor as I do wholeheartedly and without

3 reservation.

4 Thank you.


6 MR. LAZARUS: Blair Bertacinni.

7 Janice Sullivan-Wiley.

8 MS. JANICE SULLIVAN-WILEY: Good afternoon

9 and thank you for the opportunity to speak. And, I'd

10 like to say the best preamble to what I have to say

11 actually came from some of the earlier speakers, Mr.

12 Wable of Saint Mary's Hospital, where he said that we

13 need to improve the mental health services and Dr. Diaz

14 of Tenet, we know this is a public health crisis in many

15 of our communities and I would say that Waterbury is

16 certainly one of those communities.

17 I'm the director of the Northwest Regional

18 Mental Health Board, and I've got written testimony with

19 the background. The regional boards were created by the

20 legislature over 35 years ago to study the needs of the

21 region and develop plans for improved and increased

22 mental health services. And, our region covers the 43

23 towns of northwest Connecticut including Greater

24 Waterbury. Also, by statute, we assure that all of the



OCTOBER 16, 2014

1 grassroots members, people in recovery, family members,

2 providers, are all heard and we see those viewpoints.

3 Part of our statutory responsibility is a

4 major biannual study. It's a needs assessment and

5 priority planning process and I have -- and, I believe

6 it's already been submitted, our full report. But, of

7 particular relevance and why I'm here this afternoon is

8 the situation for outpatient mental health services in

9 the Greater Waterbury area that are largely provided by

10 between Saint Mary's Hospital and Waterbury Hospital. At

11 this time, there is a very real and a very deep crisis

12 which probably doesn't kind of hit the Hartford level but

13 there's a huge crisis in the Waterbury area now where

14 access to mental health services on an outpatient level

15 is severely, severely restricted. We've had big

16 stretches where we've actually had one program that

17 closed. Wellmore ended their adults mental health

18 services. Saint Mary's Hospital had spoken with some of

19 their staff deeply grieved as way more people apply that

20 need services for their mental health issues than can get

21 them. In Waterbury Hospital it's the same thing. It's

22 my understanding that their ER's have largely become an

23 outpatient service provider.

24 Given that context, I am very concerned of



OCTOBER 16, 2014

1 an acquisition that does not assure -- and I kind of

2 throw that ball back to you all -- assure that outpatient

3 behavioral health services are maintained or better yet

4 expanded and I'm not sure how you can do that. I did

5 love the questions of Ms. Martone, you know, immediately.

6 I'm quite sure nothing will happen immediately and I'm

7 not sure if it's in your purview to assure that there are

8 no reductions five years out or ten years out because

9 behavioral health services are not a money maker. So, my

10 concern with the for profit entity is that they will be

11 at risk and this community cannot afford that at all.

12 Thank you for your consideration.


14 MR. LAZARUS: Nick Coscia.

15 MR. NICK COSCIA: Don't worry. I'm not

16 going to read this whole thing.

17 First of all, I want to concur that I

18 support the mayor's testimony with the testimony that I'm

19 about to give.

20 I'm a retired electrician from the power

21 company. I'm also a community --

22

23 microphone?

24

MR. LAZARUS: Could you please use the

MR. COSCIA: Oh, excuse me, I'm sorry.



OCTOBER 16, 2014

1 My name is Nick Coscia. I'm a community

2 activist over 25 years in the community. I've done

3 television shows for the last 25 years in the community.

4 So, I'm very well -- very well versed on the community.

5 I'm also a retired electrician from the power company.

6 As I stand here right now, I want to thank

7 both Saint Mary's Hospital and Waterbury Hospital since

8 I've been an open heart patient. So, my open heart

9 surgery is going good. So, what I'd like to say, as you

10 can see, still alive.

11 All right. Good afternoon, ladies and

12 gentlemen, I would like to thank Chad Wable, Joe Connolly

13 and all the Saint Mary's Hospital staff for the fine

14 services that I have received. I would also like to

15 thank Dr. Anthony and Dr. Preisler and Dr. Bokowski for

16 all the care my family has received. And in view of all

17 the things that are going on, I'd like to see both

18 hospitals to work together because I'm still going to

19 work with both hospitals because they saved my life.

20 And, the performance -- I would like to see the same

21 performances put forth that both of these hospitals have

22 given me and my family down through the years.

23 Now, that's the positive side. These

24 concerns that I have is the outsourcing. Are we going to



OCTOBER 16, 2014

1 cut workforces? Are we going to maintain the same

2 quality of care? Naturally, if you've got to go to a

3 profit, do you cut somewhere? Do you cut labor? Do you

4 keep the same quality of care? Do you keep the same

5 long-term benefits? We need jobs here. We need people

6 to keep jobs. We can't be outsourcing -- and I've got

7 nothing against contractors or anything else. I know

B this is strictly business. But, the bottom line here is,

9 if we cut -- how are we going to make a profit if you

10 don't start cutting in areas and benefits? Everybody all

11 over the country is cutting benefits all over the place.

12 I don't think that's the way to go entirely. I'm seeing

13 the business quality of it, but I also understand that we

14 have to maintain services here in Waterbury. If these

15 two hospitals go down, we're in trouble. If people go

16 out of work and lose their jobs, we're in trouble. So,

17 we have to maintain continuity. Maybe we can do it both

18 ways. Maybe we can keep some contractors. Maybe we

19 can't. I know what's going on in CL&P. Half the company

20 right now has got contractors. The other half is working

21 full-time. That's why I mentioned that I'm a retired

22 electrician from the power company because I am concerned

23 about all the power outages and all the things that are

24 going on.



OCTOBER 16, 2014

1 Are the hospitals able to maintain their

2 quality of service if we are out of work for one month,

3 two months or three months? We're going to need all the

4 help we can get if we're in serious trouble. That's my

5 point.

6 Thank you.


8 MR. LAZARUS: Bill O'Brien.

9 Excuse me, sir. Sir, you left your bag up

10 here.

11 MR. BILL O'BRIEN: Good afternoon. My

12 name is Bill O'Brien and I'm president of Connecticut

13 Right to Life. We're a statewide organization of several

14 thousand people in our mailing list and we're based right

15 here in Waterbury. And, we have a big commitment to

16 Saint Mary's Hospital. You know, we'd like to see it

17 remain in the community as it is. Obviously, things may

18 have to change, but, you know, I'd like to make some

19 constructive comments and raise some issues that may not

20 have been addressed too much.

21 First off, we're obviously going towards a

22 lot of consolidation in Connecticut. A lot of the

23 hospitals merged and I'm not sure that that's such a good

24 thing for competition. Wall Street Journal had a couple



OCTOBER 16, 2014

1 of articles recently about -- about medical services,

2 hospitals being combined and saying that often results in

3 higher prices. Of course, that means higher insurance

4 rates for individuals, for businesses and for the state

5 budget.

6 This is going to be a big change. It's

7 not only moving from a nonprofit to a profit making

8 entity and we're not against profit, but it's a big

9 change. It's also moving from a Catholic to a non-

10 Catholic hospital. And, I think that needs to be made

11 clear. I know they are trying to sell it as a Catholic

12 hospital or Catholic identity and that's certainly going

13 to be part of it and that's good. However, it's going to

14 be a New York Stock Exchange corporation. And, it's not

15 going to be -- fall under the First Amendment, religious

16 freedom things that it had as it does presently and so

17 on. So, it's going to be a big change in the way it may

18 operate.

19 I'm glad that they will be retaining the

20 ERD's. But, that's as far as patient care. There's a

21 lot of other policies that hospitals use. Personnel and

22 benefits and investments and so on which we really

23 haven't heard much as to how those are going to be

24 handled, whether it will be according to Catholic



OCTOBER 16, 2014

1 principles or not.

2 Now, Saint Mary's has over a hundred year

3 history in the community. I know these offices are

4 mainly concerned with the charities that its foundation,

5 moneys and such. But, of course, money has been given to

6 the hospital over the last hundred years. So, to honor

7 those people that have given their money, I think we need

8 to consider them as well as moneys that are going to be

9 given in the future.

10 So, again, back to the ERD's. We're glad

11 that those are going to be in there. We're glad that

12 there will be a local advisory board. However, a couple

13 years ago, the two hospitals were considering a merger

14 and at that time, I believe, a local advisory board was

15 more representative or more balanced. Here it's going to

16 be nine members but three appointed by the archbishop and

17 six appointed by Tenet. Now, the archbishop, I guess,

18 would have a say over a veto power, I guess, over the

19 six. But, it's still -- it's not the way it was a couple

20 years ago as opposed, and I think it should be just the

21 reverse.

22 You know, the enforcement of the ERD's,

23 that's -- I have a question how that's going to happen.

24 Just a couple months ago before the other hearing, I



OCTOBER 16, 2014

1 called up Saint Vincent Hospital in Worcester, and just

2 got an operator and I asked her about a certain procedure

3 that would be in violation of the Catholic ERD's. And, I

4 -- and for Catholics and the ERD's, it's not only a

5 violation but it's a violation to refer someone for that.

6 So, if the hospital or the -- I asked them about this

7 service, you know, they immediately gave me a referral

8 which again is against ERD's. To some -- not at their

9 place, but to somewhere else. So, in five minutes I

10 found a violation of the ERD's. What else is going on?

11 I don't know.

12 You know there seems to be some kind of

13 even though you have an advisory board, that's what I

14 take it it will be. There's still a Board of Trustees or

15 Directors for Tenet in Texas and I would assume they're

16 able to overrule most anything that the advisory board

17 may come up with. So, you know, again, we don't know how

18 far the Catholic identity will extend.

19 And, then as far as the extent of basic

20 healthcare services, what will be continued or not,

21 yesterday, I believe, it was someone from the Permanent

22 Commission on the Status of Women mentioned that Tenet

23 has discontinued, I guess, OB services in three different

24 hospitals that it owns just in one way or another. And,



OCTOBER 16, 2014

1 I'd be very concerned about that. We're obviously as an

2 organization very concerned about the beginning of life

3 and the end of life issues.

4 And, it's just not -- and it's just not

5 the ObGyn part. You know, there's the nursery and the

6 NICU and so on. That all comes into it. I think someone

7 mentioned before there's a thousand deliveries at the

8 hospital and that seems like quite a few. And, I would

9 certainly hope that the -- those services would continue

10 at Saint Mary's. I'm not sure how you -- if someone

11 feels that it might be better placed over at Waterbury, I

12 don't know how -- how you regulate that as far as putting

13 more money into the Waterbury Hospital and Saint Mary's

14 and so on.

15 Someone mentioned the number of services

16 that they'd like to see. There's one that I would like

17 to see which is NaPro TECHNOLOGY. No one in the state

18 offers it.

19 MR. ROWTHORN: I'm sorry. What kind of

20 technology?

21 MR. O'BRIEN: NaPro TECHNOLOGY. Natural

22 Procreative Technology. It's a fairly new area for

23 infertility treatments which gets down to the basic cause

24 of -- interestingly, I was on a website for the Catholic



OCTOBER 16, 2014

1 Diocese in South Carolina. And they had about, I think,

2 it was nine people on their staff that you could go to

3 for this service. And, here in Connecticut there's not a

4 single doctor that practices NaPro TECHNOLOGY.

5 So, those are just a few issues I wanted

6 to raise today. I thank you very much.

7 HEARING OFFICER HANSTED: Thank you, sir.

8 Mr. O'Brien was the last name I had on the

9 list. Is there anybody else from the public that wishes

10 to speak that I didn't read off my list?

11 Paul, come on up.

12 MR. PAUL PERNEREWSKI: Thank you. Paul

13 Pernerewski. I am the President of the Board of Alderman

14 here in Waterbury. And, I just wanted to briefly comment

15 again and tell you that we're in support of this -- this

16 acquisition with the long-term viability of the hospitals

17 are very important to us here in Waterbury and we believe

18 that this is the best approach to being sure that the

19 hospitals are there and continue to be a part of our

20 community and continue to employ people in our community

21 and deliver high quality healthcare. So, I would urge

22 you to approve the acquisition that's before you now.

23 Thank you.




OCTOBER 16, 2014

1 Is there anyone else that did not give

2 public comment here today that wishes to do so?

3 Okay. Sir, did you sign up to speak?

4 MR. BLAIR BERTACCINI: Yes.

5 HEARING OFFICER HANSTED: Come right up.

6 MR. BERTACCINI: My name is Blair

7 Bertaccini. I was before you yesterday. I won't repeat

8 my comments of yesterday.

9 HEARING OFFICER HANSTED: Can you just

10 pick up --

11 MR. BERTACCINI: Oh, sorry, I forgot.

12 Yes, okay. My name is Blair Bertaccini. I'm a resident

13 of Waterbury. I was here yesterday. I am not going to

14 repeat my comments of yesterday, but I believe they're

15 perfectly applicable to this application as well as the

16 one that you heard yesterday. But, yesterday I didn't

17 have the time to say some other comments I want to which

18 I can say today.

19 I think you're looking at two applications

20 in terms of looking at the larger picture where basically

21 you've got a company that is coming here that is

22 basically going to loan money to two hospitals and load

23 up their debt and who knows what's going to become of

24 them or that. And, they're going to also supposedly



OCTOBER 16, 2014

1 manage these hospitals better than they're being managed

2 now. If we're to believe the Boards of these two

3 hospitals, they are on the brink of practically imminent

4 disaster, and that's why we need Tenet Corporation to

5 come here and save them.

6 But, in using that as a plan "to save

7 them," I think, you have to look at what is going to be

8 the implications when Tenet carries out what they're

9 going to do. And, I think ultimately, as a citizen of

10 Waterbury, I think what I'm going to be faced with is

11 poor care in these hospitals, two hospitals that are not

12 going to contribute to the economy of this community

13 because there are going to be less people working there

14 and, I think, ultimately I'm not sure that they're really

15 going to contribute that much to the tax base of this

16 community. I'm sure in the first few years things could

17 possibly be better. But, I think in the long run, you've

18 got to look at what they're doing and what ultimately is

19 going to happen. And, if we don't want that to happen,

20 what conditions you're going to have to put on them to

21 prevent that from happening.

22 So, I appreciate you listening to me and I

23 hope you take it into account as just a consumer here in

24 Waterbury.


1

2


OCTOBER 16, 2014

Thank you very much.

HEARING OFFICER HANSTED: Thank you.

3 Okay, one more time, is there anyone else

4 who wishes to give public comment this evening who has

5 not had a chance to do so? Okay, I don't see anyone

6 else. It's just now a little after 5:00 p.m. I want to

7 give folks who may be just getting out of work a chance

8 to travel here to give public comment if they choose to

9 do so. So, we're going to break until 6:00 p.m. and then

10 we'll go back on the record to see if there's any more

11 public comment.

12 (Off the record.)

13

14 Back on the record. And, just one last

15 time, are there any individuals here who would like to

16 give public comment on the application before the panel

17 here this evening?

18 Seeing none, I want to thank everyone and

19 with that, I will adjourn the hearing.

20

21 (Whereupon, the hearing was adjourned at

22 6:00 p.m.)



OCTOBER 16, 2014

AGENDA

Convening of the Public Hearing

Applicants Direct Testimony

OHCA's Questions-Applicants

Intervenor's Testimony

Remarks by Mayor O'Leary

Public Comment

Public Hearing Adjourned


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Multi-Page™ $135 - afternoon $135 [lJ 17:7 2011 [2] 51:6 138:14 83 [!] 61:10 accolades r21 26:10 102:11 121:8 ]25:13 -=(3] 56:]3 65:11 2013 [2] 40:11 137:20 85 [22] 16:2 46:23 30:2 127:1 130:15 69:18 2014 [5] 1:8 2:8 54:6 54:8 54:11 accommodate [IJ additional r101 8:8

00 [5] 1:9 2:8 2:16 114:19 154:2 56:1 56:19 88:10 78:9 46:21 74:19 77:15 153:6 153:9 153:22 2015 [2] 10:24 25:7 89:18 90:15 91 :1 accordance [IJ 3:5 77:19 91:18 105:7

I [5J 1:9 2:8 20th[!] 133:22 103:3 104:4 111:21

according r21 138:11 128:19 130:12 137:7 111:22 113:7 113:17 additionally [2J 55:17 77:16 112:16 23,000 [1] 28:20 113:17 119:10 128:12 146:24

I 0 r11 17:2 127:3 154:6 24 [1] 113:15 128:17 130:8 accountr11 152:23 additions r11 100 [6] 17:6 29:21 850 [1] accountable r1119:6 102:18

25 [6] 22:9 31 :1 41:7 address r121 31:6 99:14 114:7 19:9 25:6 29:1 18:2

126:2 41:18 107:5 143:2 86 [!] 15:21 35:24 36:4 82:17 20:21 29:19 38:18

100,000 [!] 143:3 90 [6] 15:14 73:7 accounts r11 63:11 39:13 39:16 76:15 41:19 262-4102 [3] 1:11 73:10 73:19 112:8 82:4 93:1 103:17

105 [4] 18:17 42:15 153:22 154:13 114:6 accreditation r21 103:20 119:4 47:7 111:23 27 [!] 65:19 94 [!] 15:22 31:9 31:10

addressed r21 130:6 I 05,000 [I] 28:19 28 [5] 10:16 14: 11 99 [2] 61:11 61:11 accruer11 106: 11 145:20 11 [5] 40:23 51:6 27:22 30:23 31:1 abider21 17:12 accrued [IJ 104:11 addresses [3J 22:22 78:18 84:19 84:20 3 [3] 68:15 69:12 101:2 achieve [7J 16:21 111:2 128:3

115 [3] 130:8 154:8 69:23 ability [181 16:3 20:6 31:13 44:19 addressing [3J 66:13 154:9 30 [19] 7:7 30:23 17:23 38:9 43:12 45:12 93:23 93:24 77:24 114:2

119 [!] 154:10 46:21 52:8 53:3 44:19 47:15 50:22 achievements [IJ adjournr11 153:19 12 [8] 21:13 28:21 54:4 54:7 54:11 78:5 82:11 83:15 29:17 adjourned r21 153:21 28:24 73:14 77:10 55:11 55:19 55:20 96:17 117:9 121:16 acknowledgment [lJ 154:11 79:4 79:4 79:8 55:23 87:20 90:15 123:21 124:9 133:17 98:18 administer [IJ 97:10

13 [3] 67:6 67:14 91:18 110:19 111:16 138:8 139:24 ACO [IJ 83:6 administrators [3J 120:7 128:12 128:18 ablations [IJ 126:15 ACO'sr21 25:22 5:24 18:16 79:17 14 [2] 78:12 119:4 35 [2] 23:16 140:20 able [39J 7:6 27:10 25:24 adolescent [IJ 77:20 14-31927-486 [2] 350 [I] 64:22 29:17 30:19 33:9 acquire [3J 107:22

adoptr101 1:7 2:16 40 [3] 19:19 34:3 33:12 33:12 35:5 126:2 137:18 11 :8 36:21 37:7 37:17 14:2 18:1 22:4

14-486-02 [2] 1:7 122:17 acquired [5J 30:23 27:18 28:6 56:11 38:18 48:6 58:8 2:15 400 [3] 15:18 40:22 58:19 59:2 65:7 30:24 40:19 40:20 60:13 77:3 115:9 15 [6] 9:1 13:7 66:20 65:16 81:21 81:24 139:13 adopted[JJ 61:5 63:5 63:9 63:14 43 [!] 140:22 82:19 83:1 83:14 acquisition [HJ 31:6 adult [IJ 77:20 63:17 46 [!] 32:11 85:2 85:12 97:13 64:4 120:10 120:14

adults [IJ 150 [8] 15:24 38:20 97:19 119:12 122:19 121:18 129:14 129:19 141:17 4C[l] 58:16 129:20 142:1 150:16 advance[!] 18:14 46:13 88:15 91 :14 122:24 124:4 124:11

91:17 91:22 114:7 5 [!] 153:6 124:14 126:3 127:6 150:22 advancing [I 1 92:6 J 53 [I] 154:11

5,QQQ [I] 60:7 139:12 139:24 145:1 act r121 5:8 6:18 advantages [2J 123:19 16 [6] 1 :8 2:8 50 [2] 19:18 29:23 148:16 6:19 64:11 65:5 130:11 2:16 32:21 62:9 5Q's [I] 24:3 absencer11 128:23 65:9 66:11 82:17 adverse[!] 136:16 123:23 135:1 135:10 154:2 500 [I] 134:22 absolutely [9J 37:14 138:3 advicer21 7:16

17 [!] 22:11 52 [I] 154:7 44:13 65:2 75:24 acted [IJ 6:3 43:24

175 [!] 54 [I] 76:2 100:21 100:24 advisor[JJ 86:8 94:18 3:6 103:19 116:8 Actionr11 134:20 18 [3] 77:9 77:16 55 [5] 60:8 87:15

Abuser21 75:8 actions [IJ 67:15 advisories [IJ 62:9 78:12 91:7 110:18 111:2 75:11 active [IJ 102:12 advisory [6J 18:5

180 [I] 94:18 6 [2] 153:9 153:22 academic [1 J 29:11 11ctively [2J 46:17 147:12 147:14

18:2 148:13 148:16 1976 [IJ 28:11 60 [2] 24:4 90:24 accelerate [IJ 19:1 24:5 l 9a-486d r11 3:16 60's [IJ 34:15 activist r11

advocate [IJ 65:9 accelerates r11 72:9 143:2

l 9a-486e [IJ 3:4 6Q/4Q [I] 90:22 activities [2J advocates [IJ 120:22

accept [3J 12:15 18:9 l 9a-639 [IJ 3:16 63 [!] 2:7 17:21 17:22 24:18 affect r11 127:6

19a-639a [IJ 3:4 7-Q [I] 122:20 accepted [IJ 35:16 activity [IJ 102:15 affected [1 J 3: 19

IE r11 63:22 70 [2] 77:22 122:20 1:3 Acts r11 134:5 affiliated [5J 15:13 access [41] 28:21 29:11 29:13 2 [3] 62:22 114:18 70,QQQ [I] 15:8 2:3 2:15 2:24 actual [2J 53:13 95:14 154:5 75 [I] 107:5 3:20 6:24 11:5 131 :1 affiliating [IJ 11:21 13:19 14:7 21:19 2,000 [!] 15:18 79 [2] 49:3 49:6 16:7 16:22 18:3 acute [6]21:7 26:13 affiliation [3J 12:5 20 [7] 14:21 41:5. 8 [2] 7:7 63:2 19:10 27:10 37:22 30:23 53:13 119:3 43:14 118: 13 84:5 89:1 ]04:12 8.1 [I] 67:6 40:16 41:9 43:17 135:23 afford r21 104:18 127:19 adapt r11 102:16 96:17

80 [8] 28:19 30:15 48:9 48:9 59:22 142:11 20,QQQ [I] 134:21 49:1 49:2 50:24 65:21 68:24 69:4 add [8J 18:10 78:2 affordable [9J 3:20 200 [3] 21:10 28:20 104:18 119:3 126:20 76:16 80:5 80:7 83:18 84:18 89:20 64:11 65:5 65:9 40:20 80,QQQ [I] 41:22 81:4 82:2 90:6 100:22 113:7 131:12 66:11 118:8 123:23

2002-2003 [!] 28:13 90:7 90:20 91:2 added[1J 77:15 135:1 135:10 80/20 [!] 57:16 2003 [2] 61:1 87:7 105:2 107:16 112:16 adding [I] 128:17 afternoon [I9J 2:13 800 [3] 1:11 153:22 117:1 127:9 135:5 2008 [2] 30:22 138:14 154:13 141:14 addition [9J 16:1 4:11 8:2 13:24 2010 [!] 65:10 816 [I] accessible [IJ 21:6 78:2 89:2 102:7 27:15 27:15 28:5

40:11

Index Page 1

Multi-Page™ afterwards - become 52:4 77:1 116:1 115:19 123:12 123:13 appendectomies [lJ 141:9 141:13 149:22 attractive [lJ 121:12 120:4 121 :21 124:23 137:21 42:11 areas [5] 14:24 20:15 attracts [1 J 58:11 134:14 139:2 140:8 allowed [lJ 13:2 applicable [lJ 151:15 30:3 52:13 144:10 augment[lJ 66:4 141:7 143:11 145:11 allowing [21 10:12 applicant [41 10:1 argument [2J 128:6 authorities [21 135:2 afterwards [lJ 124:13 136:21 63:3 106:15 106:17 130:3 135:6

AG[1J 94:8 allows [IJ 38:20 applicants [lOJ 4:15 arise [IJ 97:2 authority [51 69:5 AG's [IJ 68:20 ahnost[•J 67:7 8:24 9:2 9:4 array [IJ 15:9 70:9 93:13 135:2 agam[2•1 26:23 67:7 82:19 84:8 9:16 10:2 10:9 art[•l 37:22 77:11 135:5 27:2 30:20 34:8 102:1 102:17 51:18 63:22 154:6 121:3 123:4 autonomy [11 109:21 36:10 47:8 56:11 alone [5J 25:12 application [l<J 2: 18 articles [IJ 146:1 availability[!] 72:15 63:21 72:1 74:11 83:4 84:22 126:21 3:16 5:3 6:14

articulated [IJ available [JI 78:8 81:6 81:12 136:24 6:16 21:23 25:6 90:18 24:17 81:22 82:7 83:11 35:15 61:14 119:17 aside [lJ 126:4 26:18 119:7 !09:11 126:10 134:6 along [l•J 7:9 127:8 136:23 151:15 aspect[2J 45:7 average[2J 24:4 134:8 147:10 148:8 7:10 16:2 27:6 153:16 30:17 39:10 53:2 66:23 61:7 148:17 150:15 70:19 76:15 87:4 applications [lJ assessment [•J 18:2 avid[lJ 102:8

against [51 83:21 90:10 112:11 112:11 151:19 65:15 73:18 74:18 avoid[11 3:23 113:23 144:7 146:8 112:11 115:17 127:9 applies [2J 60:6 111:19 141:4 award[11 29:24 148:8 always [3J 79:9 129:10 assessments [!J 88:9 awarded[!] 29:22 age [21 24:2 131:20 79:!0 97:16 apply [21 124:2 asset [5J 15:21 33:24 awards [21 26:10 agencies [IJ 94:22 ambulatory [221 141:19 63:7 124:17 125:7 139:18

agenda[2J 121:9 21:6 21:10 41:20 applying [IJ 92:23 assets [161 1:6 aware (3) 64:16 154:3 52:14 52:16 53:14 appointed [2J 147:16 2:6 2:18 5:9 65:12 120:23 aggregate [3J 61 :14 54:1 56:15 58:1 147:17 5:9 5:15 5:17 away[•J21:7 34:19 88:21 126:20 58:2 75:7 89:15 appointment [IJ 5:23 6:2 6:4 42:16 47:16 67:10 aggressive [21 64:14 90:19 90:22 91:2 96:18 6:11 6:21 15:22 90:18 100:9 133:16 105:1 105:19 105:21 31:4 66:19 136:18 73:21

105:24 106:1 106:4 appoints [31 94:13 B Ul 63:22 aggressively[!] 113:10 97:5 98:12 assigned [IJ 3:11

babies[!] 137:15 39:16 amendment[2J 137:21 appreciate [121 10:20 assist[3J 3:11 background [21 86:9 aggressiveness [lJ 42:13 51:13 73:21 109:3 109:4 146:15

85:8 88:15 91:13 assists [21 37:9 140:19 73:21 American [21 139:19 backs [21 agnostiC[1 J 93:18 93:21 95:5 102:9 83:21 109:14 139:19 103:4 152:22 associated [IJ 68:1 104:14 ago [121 11:3 22:9 among[3J 17:20 appreciated r11 80:14 association [•J backup [IJ 104:5 22:13 31:1 32:6 20:19 69:8 4:5

backwards [ll 50:8 80:17 87:1 approach [101 72:17 I 15:1 115:6 118:24 122:16 140:20 147:13 147:20 amount[<] 63:9 83:20 90:2 91:23 139:19 139:20 bad [lJ 32:14 147:24 83:5 83:12 114:1 93:20 107:2 107:3 I 48: 15 bag [l] 145:9 ample [11 assume [II

agree [2]91:23 127:22 130:20 107:4 109:12 150:18 assumed[11 117:2 Baggett [HJ 39:6 agreed[5J 12:12 amplify[1J 26:2 approached [IJ 90:3 assuming [51 63:17 48:22 59:6 59:7 15:24 16:1 100:18 analogies [II 34:24 approaches [2J 32:16 72:10 93:23 111:19 59:20 60:12 60:22 I 11 :13 analysis [3J 72:21 35:22 114:11 61:18 61:24 66:6

agreement [9J 55:22 72:24 111:20 approaching [IJ assure [61 24:15 66:9 55:24 63:7 68:13 analyzed [II 46:6 35:9 131:15 140:24 142:1 balance[5J 38:19 68:21 68:22 97:22 anniversary [IJ 133:22 approval [41 13:18 142:2 142:7 40:16 50:16 53:24 99:15 99:17 announcing [lJ 137:13 67:14 67:16 138:3 assured[2J 3:20 63:4

balanced [II 147:15 agreements [3J 67:18 annual [31 28:22 approve[9J 6:15 118:10 98:12 99:17 31:19 78:17 6:16 21:23 96:17 astounding [II 25:23 ball [11 142:2

AGs [IJ 51:13 51:15 124:16 127:8 129:13 attack[1J 26:13 bank [41 129:24 I 36:8 ahead[<]

answer[•] 138:4 150:22 136:8 136:13 23:16 52:6 57:5 61:24 attempt[2J 25:5 36:18 58:13 94:4 104:17 119:2 approved [<J 61:22 93:17 Baptist [11 95:14 aimed[!] 19:9 95:6 93:24 !09:1 111:18

attempted [11 barely [lJ 124:14 answers [2J 80:10 alarms [21 137:7 128:23 archbishop [BJ 12:9

attended [•I 10:18 bargain [IJ 88:13 138:7 Anthony[IJ 143:15 46:19 93:12 96:17

11 :18 base[•! 61:12 121:11 96:24 97:4 98:10 10:19 14:10 Alderman [II 150:13 anticipate [IJ 16:16 98:12 99:9 100:8 attention [1 J 67:2 128:7 152:15 aligned [3J 19:2 anticipated[IJ 92:17 100:17 147:16 147:17 Attorney [1•1 2:14 based [121 16:13 20:4 102:21 anticipating [lJ 109:8 archdiocese [31 45:22 2:24 4:9 4:12 16:17 19:7 20:20

alignment [41 36:5 anticipation [IJ 115:9 97:1 !01:6 4:13 5:2 5:6 34:16 34:17 34:21 36:10 36:20 56:18 architect [1 J 39:11 5:22 6:18 7:1 59:16 61:3 80:9

alive [II 143:10 antitrust [1 J 69:5 7:14 7:16 14:6 95:13 145:14 Antonio[•l 40:19 area [291 11 :7 13:15 68:19 69:4 79:16 basic [<J 80: 13 122:20 Alliance [2J 68:12 40:24 41:6 49:12 14:23 15:16 19:20 95:8 103:3 137:24 148:19 149:23 68:21 94:12 95:10 57:9 77:15 80:19

basis [3J 28:22 4l:l0 allied [21 15:12 80:23 82:3 93:2 attract [5J 19:22 15:19 anxiety[IJ 100:23 93:6 93:11 112:2 82:20 88:4 88:6 128:11

allocation [IJ apologize [IJ 5:3 117:4 122:7 122:18 121:16 basketball [II 51:9 104:24 appalling [IJ 135:18 122:21 122:22 123:8 attracted [lJ 30:21 beautifully [II 101:10 allOW[8] 17:3 appearing [lJ 7:22 123:12 123:13 125:9 attracting [II 82:13 become[5J 6:11 37:24 40:17 115:10 126:24 134:22 135:24

Index Page 2

Multi-Page™ becomes - chief 19:2 118:18 141:22 145:11 145:12 66:18 81:14 122:7 cardiac [10J 26:12 17:15 21 :17 27:23 151:23 billion [lJ 40:24 bringing [41 24:5 123:5 123:8 123: 10 28:5 45:3 60:3

becomes [2J 19:4 biology l'l 134:2 32:18 48:16 52:24 123:14 125:21 126:12 certain [l!J 8:13 82:17 brings [5J 126:14 129:21 139:17 52:20 58:17 59:23 bishop l'l 101:12 25:20

becoming [2J 117:2 27:3 36:13 69:6 cardio [LJ 29:23 67:14 76:9 82:6 125:10 bit [20] 9:24 28:15 129:3 cardiologist [2] 124:24 83:22 95:18 131:19

34:12 35:7 46:7 bed [2J 53:19 53:21 50:5 brink [l] 152:3 126:22 148:2

50:3 53:15 certainly [l lJ beds [8J 53:23 77:10 53:24 58:15 81:20 Bristol [2J 109:19 cardiology [lJ 123:11 73:22

77:15 77:19 77:20 83:18 85:19 85:21 110:1 career[2J 23:16 75:1 83:19 92:22 96:5 99:18 100:2 77:22 78:12 78:12 89:1 95:16 96:7 broad[lJ 18:6 38:7 113:11 140:16 146:12

bedside [lJ 38:12 101:9 128:13 134:24 broadef[2J 48:10 careers [lJ 23:19 149:9 begin [3J 43:8 Blair [41140:6 151:4 90:16 careful [2J 6:5 certificate r21 4:2 73:10 119:23 151:6 151:12 broken [!J 69:19 14:8 70:8

beginning [3J 12:7 bloodr11 56:8 broughtr21 131:15 carefully [3J 46:6 Chadr201 13:21 58:4 149:2 blue r11 39:7 133:10 128:10 131 :1 13:23 13:24 14:5

begins r11 112:17 board[35J 10:11 budgetr11 146:5 caring[1J 15:8 45:9 47:21 48:17 behalf[21 9:15 11:22 13:3 16:12 budgets r21 68:4 Carolina [l 1 150:1 48:18 52:11 55:18 139:8 17:2 18:5 18:13 104:20 carries [3J 128:18 72:5 90:18 91 :14

behavior [3J 85:24 28:16 46:18 47:24 build[5]20:18 130:11 152:8 101:10 101:24 102:7

56:23 57:4 57:12 20:22 102:19 103:15 113:12 137:18 138: 15 61:20 68:10 78:21 52:23 53:2 56:15 cascade [2J 49:6 143:12 behavioral [2J 142:3 80:24 84:8 89:22 building [2J 83:6 50:23 Chair[3J 21 :13 142:9 90:11 91:8 94:13 91:2 case [8J 3:5 3:11 57:4 98:12 behind[5J 27:11 94:14 102:14 104:19 built[2J 18:16 41:4 11:21 11:23 24:8 Chairman [2J 10: 11 38:16 39:7 44:14 109:1 135:8 136:3 bulk [!J 91:1 54:19 72:24 118:1 121:23 46:7 140:18 147:12 147:14

148:13 148:14 148:16 Bullio [11 102:6 cases [1J47:19 challenged [lJ 41 :3 beings [2J 134:3 cash [17J 13:10 150:13 bunch[1J 138:22 17:5 Chamber[<] 120:3 134:4 17:6 40:7 40:14 beliefs [lJ 32:19 boards [5J 11:23 bundler!] 36:9 54:12 54:24 55:1 120:6 120:10 121 :17

benchmark [!J 38:9 35:14 71:24 140:19 burden[!] 128:19 55:7 63:4 63:6 chamber's [2J 120:21

beneficial r11 152:2 bureaucracy [lJ 80:22 81:24 84:10 121:8

95:1 boat [lJ 35:2 104:8 104:13 124:7 Champus [IJ 69:17 benefit[1J 130:13 17:19 Bob [4J 10:10 10:10 busiest [!J catalyst [2J 18:23 chance [21 153:5 27:7 49:6 50:24 15:7

88:13 91:10 106:23 13:23 93:18 business [15J 7:9 34:5 153:7

benefits [8J 47:14 bodes r11 43:12 13:6 21:15 32:2 catalyze [11 26:2 change[121 26:1

48:14 106:2 124:17 bodies [lJ 107:14 32:3 35:8 38:23 catastrophic r11 34:4 34:5 35:9

144:5 144:10 144:11 Bokowski r11 143:15 42:10 46:1 47:8 101:1 43:12 87:7 130:22

146:22 Bondingr11 86:19 121:1 121:4 catheter [lJ 126:15 135:22 145:18 146:6 130:1 144:8 144:13 146:9 146:17

Bertaccini [5J 151 :4 bonds [2J 81:3 businesses [3J Catholic [43J 11:13 changedr21 86:13

151:6 151 :7 151 :11 120:8 11:15 12:8 12:18 81:16 135:8 146:4 137:5 151:12 book [lJ 102:2 12:19 13:6 13:13 Bertacinni r11 140:6 bun•1 23:23 33:9 17:9 17:10 17:12 changes [2J 48:1

bestr11116:18 boon [lJ 126:1 52:19 83:1 17:14 17:16 17:17 70:22

19:21 born [lJ 133:9 buyout[lJ 18:13 45:1 45:4 changing [7J 28:24 20:8 21:21 21:22 99:14 32:18 37:1 48:24 borrowed [11 81:5 buzz [IJ 68:10 47:5 81:8 81 :21 34:2 34:3 85:14

50:17 52:6 90:6 borrowing [lJ 81:4 bylaws [2J 92:12 92:12 92:21 89:4 120:16 135:21

92:20 95:12 96:3 97:14 Chapteq11 118:14 119:7 134:9 bottom[2J 29:15 96:16 3:6 97:17 97:23 98:2

139:7 140:10 150:18 144:8 California r11 36:18 98:17 98:19 99:10 character £31 47:9 better [121 87:2 87:5 11:24 brand[<] 28:15 campaigns [lJ 115:5 99:16 99:23 100:9

19:24 20:18 24:24 28:16 41:4 41:21 118:2 146:9 146:10 charge[JJ 6:22 43:17 49:3 87:9 branded[!]

campus [9J 41:22 146:11 146:12 146:24 7:5 46:17 132:21 142:3 149:11 57:15 53:23 77:10 77:13 charitable [!OJ 148:3 148:18 149:24 5:9 152:1 152:17 branding [lJ 57:23 78:7 78:8 90:22

Catholicity [lJ 5:10 5:12 5:15 between [9J Braunfels [l 1 41:5 103:10 105:1 44:24

10:13 Catholics r11 148:4 5:23 6:2 6:Jl 10:22 24:20 25:1 breakr•1 51:21 campuses [7J 71:9 6:21 31:4 92:6 68:13 79:2 79:21 84:6 100:16 114:17 71:17 72:14 77:14 caution r11 113:16 charities r21 129:7 138:14 141:10 114:19 153:9 90:2 90:5 91:12 centeq111 15:6 147:4

beyondr•1 16:22 Brett [lJ 86:22 cancerr21 19:18 29:7 29:11 41:17 charity r101 12:21 52:21 87:8 89:8 bricks [3J 53:13 44:18 41:20 44:18 49:17 17:20 49:9 49:18

biannual rlJ 141:4 82:5 82:9 candidates [JJ 23:2 58:6 75:6 77:14 99:18 100:2 100:5 big [9] brief [3J 5:5 23:10 24:1 105:1 105:3 106:6 100:13 100:20 136:13 49:7 65:9 116:18 106:14 106:15 106:22

85:3 97:23 141:15 123:17 cannot r11 142:11 133:23 cheap [!J 26:23 145:15 146:6 146:8 briefly r21 45:16 cap [2J. 51:9 104:14 centers r•1 28:20 checkr11 86:9 146:17 150:14 capacity r21 71:6 36:13 57:14 57:21 Chicagor11 30:7

biggeq21 27:11 bring [BJ 19:11 72:15 57:23 132:18 chief [12J 21:24 38:6 20:4 46:22 47:13 capitalized r11 16:20 central r11 15:2 22:3 22:11 22:13

Bill [71 127:14 131:8 47:13 47:14 48:15 capture[!] 49:4 CEO l•J 14:1 17:14 38:17 39:8 39:11 131:9 131:9 145:8 50:16 53:1 61:2 59:8 77:2 101:21

Index Page 3

Multi-Page™ Chien - continue 101 :21 139:4 96:20 96:20 109:16 119:10 119:15 139:22 completed [31 16:10 3:1 3:3 3:6

Chien Pl 124:22 clinically [41 19:8 145:15 18:20 62:5 3:17 4:13 14:24 124:23 124:24 20:18 24:19 98:16 commitments [8J completely [2J 11:5 15:7 19:13 22:18

Children lll 29:12 clinics [11 137:9 12:20 13:5 17:15 122:4 37:11 43:1 43:4

children's [2J 41:18 close [7] 19:22 22:10 17:20 87:13 100:1 completeness [IJ 43:9 43:10 44:1

41:18 28:20 70:24 88:10 113:22 113:23 78:18 51:3 70:3 70:5 committed [141 40:2 73:9 76:22 81 :15

chime [IJ 73:3 102:5 116:23 compliance [4J 32:20 134:20 135:16 135:21 choice. [lJ closed [3J 32:7 42:1 50:4 51:3 50:3 50:4 60:18 137:19 137:22 138:16 134:5 51:6 74:16 87:17 choose [31 37:15 114:11 141 :17 88:2 89:19 91:7 compliant [51 33:8 138:19 140:23 145:12

121: l 153:8 closely [21 101:1 92:6 113:18 117:21 33:13 34:9 50:6 145:22 150:3

chooses [2J 102:21 139:6 108:23 Connecticut's [11 99:4 99:9 closing[2J 17:4 committee [6J 18:13 comply[IJ 92:23 138:20

choosing [lJ 85:20 114:10 96:9 96:18 96:19 component [IJ 100:14 connectivity [2J

chose [IJ 12:16 CMS [3J 60:18 62:23 98:14 98:15 comprehensive [8J 94:9 94:14

Chris [2J 63:1 committees [2J 96:8 15:9 16:23 48:10 Connolly [IJ 143:12

29:12 co-chair [I 1 135:6 96:14 48:11 70:21 72:3 consider [7J 2:17 30:6 co-designed [lJ 77:11 common[6J 71 :16 72:17 90:6 3:18 15:1 41:11

chronic [3J 18:4 72:14 90:1 90:4 comprised [lJ 62:7 84:19 136:7 147:8 76:15 102:10 coast [2J 11:17 11: 17

ClD[1J 70:9 COHEN[3J 8:20 91 :11 98:23 CON [21106:13 136:23 consideration [Ill

10:7 51:19 commonly[IJ 2:22 concentrated [lJ 3:24 14:8 16:3 circumstance [3J

coincidence [IJ 102:20 communication [IJ 110:7 64:19 65:1 85:19 92:11 100:8 100:15 91:5 91 :17 124:19

circumstances [lJ cold [IJ 59:9 25:1 concern[8J 68:7 127:11 142:12 communities [I5J 80:6 85:1! 85:13

85:14 collapse [2J 124:12 4:20 5:17 33:11 113:19 129:4 139:13 considered [I J 21:21 cities [IJ 134:4 124:13 40:3 40:4 42:2 142:10 considering [lJ 147:13 citizen [5J 49:22 colleague [2J 27:21 43:6 47:10 48:8 concerned [101 56:22 consistent [2J 53:5

72:11 134:20 138:11 75:16 67:1 77:24 78:1 57:3 57:6 57:11 118:2 152:9 collective [IJ 120:8 99:20 140:15 140:16 117:7 141:24 144:22 consolidate[!] 71:11

citizens [3J 117:23 collectiveln11 87:21 community's [lJ 147:4 149:1 149:2 consolidation [IJ 119:14 138:1! Columbia [lJ 127:21 16:4 concernmg [I 1 4:1 145:22

city [13] 38:4 40:8 combined [2J 43:15 companies [6J 32:9 concerns [6J 23:22 consolidations [lJ 116:2 116:15 117:6 146:2 33:1 81:18 117:19 36:23 75:11 97:1 136:15 117:8 117:14 118:10 comfort[IJ 87:3 120:24 121:12 117:10 143:24 constant [IJ 39:21 121:11 122:8 123:19 concluded [lJ comforted [lJ 17:13 company [30J 28:12 119:1 construction [2J 134:2 134:8 30:18 31:10 31:10 concludes [IJ

city's [3J coming[IDJ 22:12 27:12 41:8 41:16 117:13 31: 11 31:12 31:17 conclusion [5J 13:17 constructive [I J 120:20 121:16 23:13 24:8 55:6 32:10 32:14 35:4 civic [IJ 132: 15 81:20 100:3 111:1 47:12 48:6 50:6 50:9 93:20 116: 19 145:19

123:19 123:22 151:21 50:7 61:6 64:13 127:5 consult[IJ 18:9 CL&Pl11 144:19 comingling [lJ 58:6 64:23 65:10 86:23 concrete [3J 87:24 consulted [2J 45:22 claim[IJ 136:4 comment[•] 116:3 87:9 107:9 109:15 91:16 112:2 46:1

claims [3J 137:4 150:14 151:2 153:4 120:19 137:4 137:16 COnCUT[l] 142:17 consume[2J 33:10 137:5 137:9 153:8 153:11 153:16 142:21 143:5 144:19 conditions [4J 6:17 34:10 clarification [2J 154:10 144:22 151:21 6:20 59:24 152:20 75:17 110:17 commentary [lJ company's [IJ 61:7 conduct[IJ

consumer [4J 20:23 72:12 20:23 136:12 152:23

clarify [2J 55:5 130:19 compared [2J 64:3 conducted [IJ 3:5 consumers [3J 20:2 110:22 comments DJ 4:10 132:19 conducting [lJ 72:13 135:8 139:9 clarifying [IJ 111:10 10:19 115:17 145:19 compelling [2J 18:18 confess [Il 87:15 contain [IJ 68:22 clear [9J 16: 15 44:3 151:8 151:14 151:17 24:7

confidence [3J contained[!] 79:20 80:20 87:16 Commerce [IJ 120:3 compensate [2J 37:17 56:15 20:3

128:6 133:2 135:22 commercial [21 69:18 88:4 82:24 86:16 contemporary [lJ 146: 11 121:10 compensation [2J confident [2J 17:11 21:6

cleareq21 80:2 Commission [2J 34:15 69:17 89:9 contested [lJ 3:5 87:18 130:1 148:22 compensations [IJ confidentiality [IJ context[5J 5:13

clearly [5J 21:22 Commissioner [2J 34:20 69:6 80:3 88:8 106:22 52:16 101:2 123:20 2:23 3:9 competition [21136:22 configure [I 1 105:16 141 :24 133:3 commit[2J 89:13 145:24 configuring [11 107: 15 contingent [IJ 82:12

clicker [lJ 28:10 90:12 competitive [IJ 120:16 confirm[IJ 63:9 continually [2J 120: 16 clients [IJ 28:17 commitment [31J competitively [lJ confirmation [21 120:22

cliff [1] 10:24 3:21 17:11 17:19 37:17 99:6 111 :20 continue [26J 13:18

climate [lJ 125:11 40:21 41:6 46:21 competitor [11 68:8 confirmed [IJ 118:13 16:4 17:21 20:16

clinical [I•J 47:5 48:17 48:18 complaint [2J conflict [11 3:23 24:16 52:18 53:22 16:14 48:19 48:20 49:9 137:8 57:17 60:4 69:2

20:22 26:24 38:21 49:18 57:10 60:24 137:14 Conifer[2J 25:23 69:8 76:14 78:5 38:24 39:10 43:15 61:1 76:18 87:18 complementary [IJ 66:18 93:22 97:24 100:21 52:21 52:23 59:7 87:20 87:22 88:1 32:10 connected [I 1 94:16 107:16 117:15 119:13 59:8 61:16 62:2 90:8 90:10 90:14 complete [21 12:11 Connecticut [35J 120:19 121:6 123:18 62:6 71:18 96:19 103:8 103:14 113:17 41:17 I: 1 2:2 2:7 127:8 149:9 150:19

Index Page 4.

Multi-Page™ continued - diagnosis 150:20 76:1 76:2 77:17 criticized [IJ 85:23 decrease [21 64:3 depending [21 73:17

continued [9J 3:20 103:13 107:23 111 :8 cross-examination r11 125:12 132:2 16:8 48:8 65:22 111:8 111:10 111 :21 115:13 decreased [21 64:12 deployed [IJ 43:22 98:19 117:5 123:21 correction [IJ 78:12 cross-examme [21 84:16 deploying [2J 38:2 138:17 148:20 Corvo[•J 121:20 9:2 9:3 decreasing [1 J 117:1 39:15

continuity [3J 134:2 121:21 121:22 125:20 crossing [IJ 38:21 dedicate [I J 90:13 depreciable [21 52:21 134:3 144:17 Coscia[•J 142:14 crucial [2J 22:21 dedicated [21 76:14 89:8

continuum[IJ 21:3 142:15 142:24 143:1 120:24 123:3 depreciation [l J contractors [3J 144:7 cost [BJ 18:1 19:10 CT[3J I :11 153:22 deemed[IJ 115:2 84:19

144:18 144:20 26:19 26:21 34:23 154:13 deep [3J 38:10 39:20 Deputyp1 4:9 contribute [21 152:12 45:10 48:19 50:12 cultural [IJ 131 :20 141:11 4:12 103:2

152:15 55:12 122:13 122:13 culture [SJ deeply [21 116:11 derived[11 15:22 128:18 128:19 12:19

contributed [IJ 85:6 18:14 23:12 47:9 141:19 describe c21 96:11 contributing [l 1 costs [3J 122:11 126:6 133:11 deferc21100:15 115:19 100:23 136:16 105:10

cough[!] current[•] 6:14 deference [I J 9:6 described [SJ 43:21 contribution [IJ 59:9 17:19 70:4 70:10 45:9 78:13 78:18

council [6J 39:4 125:11 defibrillators c11 101:10 44:17 71:18 90:17 126:16 61:16 102:9 102:12 125:19 describing [I 1 76:21 control [3J 68:3 102:13 102:20 define [IJ 74:8 68:4 68:10 cut [•J 104:2 130:17 defined[IJ 47:10 description [IJ 96:3

controlling c11 48:19 councils [•! 38:24 144:1 144:3 144:3 designated [SJ 3:9 39:10 62:7 62:9 144:9 defining c11 135:15 controls [21 68:2 62:17 62:19 4:4 4:6 4:14

68:2 cutting[21 144:10 definitely cs1 51:6 54:7 Counselc11 8:18 144:11 53:18 64:9 65:13 designation c11 101:7 convenience r21 country c1•1 21:11 Dallas [41 37:19 108:9 9:12 126:5 designed c11 135:3 21:18 31:5 32:5 42:11 118:5 130:13 definition c11 122:12 convenient c11 21:6 35:18 41:19 45:12 Darlene [IJ 113:13 definitive c1 J 26:14 designees c11 93:15 Convening [l J 154:5 48:4 50:17 60:7 desire [II 101:15 data c11 16:14 25:18 degree [lJ 31:18 conversation [21 62:8 82:18 83:23 desires [IJ 72:16 26:24 38:10 58:21 delayr11 25:3 13:2 91:6 97:6 137:4 144:11

136:11 desperatelyr11 19:13 couple[201 5:1 59:15 delighted c21 14:16 conversations c•J 31:15 40:1 47:3 date [IJ 89:7 44:13 despite c11 16:7 11:22 56:19 89:21 69:13 69:14 75:5 dated[1J 51:6 delineated[1J 108:24 detail [2J 20:21 90:1 90:3 90:14

91:4 118:6 87:13 89:20 96:8 days [111 32:21 delivercs1 19:23 81:9

Conversely [IJ 105:22 97:12 102:18 103:1 37:5 73:7 73:10 20:10 21:5 38:13 detenninants c11 113:13 113:14 131:12 73:19 87:13 103:2 78:5 97:19 121:6 132:7

conversion [•J 2:22 145:24 147:12 147:19 112:8 114:6 114:7 150:21 detennination c21 5:8 5:13 6:18 147:24 134:16 delivered c11 34:23 3:15 57:22 6:19 31 :3 course [31 37:21 deadline [l J 6:15 detenninations [IJ deliveries [l J 149:7 convert[IJ 3:1 146:3 147:5 deal [111 6:6 6:7 72:2 delivering c21 19:8 convince [l J 24:11 COurt[J]9:17 18:8 79:6 89:11 detennine c21 13: 16 117:22 convinced [lJ 89:12 Courtyard [IJ 2:6 89:14 91:22 96:21 delivery [•J 37:23 135:17

cooperation [IJ 7:8 132:4 138:3 138:6 detennined [41 12:7 coverage c21 65:6 39:5 48:1 102:17 coordinate [61 20:19 65:8 dealing [2J 86:17 117:11 118:8 137:11 58:7 103:5 135:24

25:18 36:15 79:1 covers [IJ 140:22 125:3 137:15 detennining [IJ 79:24 79:5 110:11 create [3J 48:7 deals [4J 88:10 135:13 delude [IJ 42:16 detOX[2] 75:7

coordinating [3J 66:13 71:1 135:17 136:2 demand[3J 124:2 75:20

7:13 26:12 26:13 created[3J 94:13 dealt[IJ 86:14 126:20 129:22 Detroit[•! 41 :6 copy[1J 68:12 135:1 140:19 debt c•J 17:3 46:15 demands [IJ 71:7 41:10 49:11 49:17 core [ISJ 20:7 22:21 creating [21 36:5 63:4 81:3 84:11

demographics [2J 64:1 64:9 67:5 26:15 32:19 32:19 36:20 151:23

43:10 46:6 113:20 32:24 33:1 33:1 creation [l J 136:8 decades [IJ 47:11

demonstrate c21 develop c•J 13: 11 60:18 61:3 61:4 December [!J 37:7 52:19 53:2 credibility c11 24:10 6:14 87:10 87:11 61 :8 61:10 61:12 56:16 140:21 62:1 credible [II 137:5 decide [41 6:14 demonstrated c11 developed [SJ 52:6 80:4 105:19 16:15

comerc11 45:19 credit[•J 40:16 31:8 32:5 32:11 80:19 41:12 54:17 55:6 decided[2J 46:8 demonstrates [1 J 114:2 corporate [•J 49:21 55:6 104:5 86:7 40:1 developing [l J 72:11 85:23 85:24 116:16

135:19 136:21 137:22 crisis [•J 75:5 deciding [2J 6:3 deny [IJ 6:16 development c121 138:15 138:18 77:23 79:23 140:14 79:18 department [14J I :2

141:11 141:13 decision [1•1 6:1 21:9 22:22 24:19 corporation c1•1 2:2 3:9 7:15 52:14 52:16 56:8

1 :5 2:5 2:17 criteria [111 5:2 6:15 79:17 80:1 14:6 39:3 49:3 117:12 120:5 120:9 2:20 4:4 10:14 59:10 59:12 59:17 80:8 80:13 85:6 75:6 78:4 96:10 120:13 121:15 121:16 13:11 14:18 27:17 59:19 59:21 60:6 85:10 88:17 89:24 101:21 131:10 137:8

107:13 130:13 devote c11 94:19 39:13 120:11 137:2 81:10 81 :21 136:10 107:11 137:13 146:14 152:4 136:24 134:9

departments [41 devoted[!) 5:10

corporations [l J critical [6J 37:23 decisions c•1 35:13 15:7 78:7 96:12 diabetes [IJ 94:23 81 :15 49:2 59:22 74:14 35:16 75:2 83:22 96:14 diagnosis [21 25:3

116:9 121:24 103:21 130:14 dependent [JI 71:22 59:24 correct [101 55:3

Index Page 5

Multi-Page™ dialysis - entering dialysis [J 1 36:13 discuss [4J 10:13 40:8 46:24 81:9 educated [J 1 65:12 employees [5J 28:20 Diaz [13J 38:16 28:14 52:8 116:18 81:18 84:6 84:13 education [41 7:15 32:4 33:24 45:13

43:21 48:22 76:18 discussed [4J 61:20 86:18 95:20 122:21 15:12 64:14 132:10 118:22 76:24 77:1 77:2 62:1' 103:22 111:4 143:22 144:15 149:23 educations [JJ 66:21 employerr11 116:10 77:6 77:19 101:14 discussing [J 1 59:10 DT[4D] 20:20 22:2 EE[1J 8:4 employers [5J 15:18 101:17 101:18 140:13 discussion [7J 55:21 22:3 22:7 37:1

effect [2J 20:1 117:13 120:20 Dicarlo [3J 37:21 38:16 39:6 80:16 120:3 69:3 69:7 78:15 80:24 136:20

120:4 120:5 85:21 112:7 128:24 43:21 48:22 48:22 employment [2J

die [I] 52:24 59:6 59:20 effective [4J 20:13 131:19 discussions [2J 12:3 60:12 60:22 61:18 50:12 58:2 66:24 108:10 136:11 differ [JJ 5:20 57:24 61:24 66:6 66:9 effectively [3J 27:11 employment's [JJ difference [5J 46:9 disease [2J 18:4 76:17 76:24 77:1 66:12 101:3 109:18

67:9 87:6 88:17 76:15 77:6 77:19 82:4 effectuate [2] 69:3 employs [2J 15:14 88:19 disparity [I] 131:23 84:23 101:14 101:17 71:21 74:4

differences [J J 10:21 disseminate [JJ 62:12 101:18 121:20 121:21 efficiencies [3J 38:3 empower[JJ 19:16

different [21 J 6:22 124:22 124:23 125:20 enable[2J 16:24 distressed [JJ 10:23 127:15 140:13 143:15 71:13 125:18 33:2 38:20 50:7 distribution [2J 90:20 143:15 143:15 efficiency [JJ 48:19 26:3 62:9 71:10 82:5 enables [JJ 106:4 Dramatic [JJ 139:15 efficient [9J 16:6 25:17 95:16 97:14 98:15 99:20 100:3 105:3 distributions [3J dramaticallyr11 19:24 20:12 34:23 encourage [JJ 21:22

110:3 125:4 125:4 104:15 104:21 104:21 139:12 38:11 45:10 58:2 encouraged[!] 134:17 131:20 132:2 133:9 dive [JJ 39:20 drawing[JJ 56:8 78:6 90:5 encouragement [JJ 133:12 148:23 diverted [JJ 5:12 Drexel [2J 29:11 efficiently [tJ 119:6 14:13

differently [J J 42:21 DMC[3J 41:8 29:13 effort [6J 14:8 end [71 17:6 47:20 difficult [4J 24:7 41:22 64:13 drive [2J 20:1 109:16 37:9 51:11 72:9 75:16 102:10 122:14

117:2 125:10 126:23 dock [JJ 35:2 driven [2J 83:5 110:8 131:19 149:3

20:23 efforts [7J 26:12 endeavorr11 140:2 difficulties r11 22:24 Docket[2J 1:7 138:21 difficulty [JJ 73:17 2:15 drivers [JJ

27:1 37:4 53:10 ended[2J 103:5 117:14 83:24 110:3 120:13 141:17 diligence [BJ 12:4 doctor[5J 61 :16 drives [JJ 33:3 eight[5J 30:15 41:8 endocrinologist [IJ 45:17 46:5 57:7 124:21 126:14 127:13 85:19 118:4 135:15 150:4 driving[2J 62:2 84:8 84:10 132:16 23:6 136:4 doctors [BJ

108:22 Eighteen [J 1 77:19 endowed[tJ 24:14 12:14 dim[JJ 48:5 22:19 23:4 23:21 due [JDJ 12:3 28:13 eightyr11 24:12 endsr11 111:19 diminishing [J 1 91: 15 25:1 25:14 82:20 45:16 46:5 57:6 eitherr•J 6:15 85:19 104:11 114:18 energyp1 51:11 Diocese [2J 101:2 88:6 135:15 136:4 43:23 56:23 70:24 96:2 136:9

150:1 document [J J 59:11 dulyr11 9:20 71:8 88:4 109:2 enforcement [II

direct [5J documented [IJ 132:22 124:11 147:22 13:15 duplication [21 25:3 elaborate [JJ 63:10 13:15 52:5 68:21 documents [3J 7:22 71:14 elaboration [JJ 80:12 engage [3J 79:19

154:6 7:23 92:18 during [2J 9:13 79:21 137:21 directed [4J 53:11 doesn't [3J 43:3 82:10 electrician [3J 142:20 engaged[2J 60:2

66:22 78:24 98:16 51:1 141:12 dynamiC[JJ 143:5 144:22 135:6

direction [JJ dollar [6J 102:20 electrophysiological 53:20 25:15 earliest [JJ 9:12 engagement[tJ 132:15

directives [121 12:21 40:21 46:14 46:21 [l] 126:17 engagmg r11 136:6 17:13 45:2 74:6 52:9 94:18 earlyr11 34:15 electrophysiology [6J enhancer21 42:23 79:7 79:11 95:12 dollars [26J 17:6 earn [3J 29:17 84:4 123:5 123:9 123:12 127:9 96:23 97:3 97:10 40:24 41:7 54:6 88:24 125:22 126:13 126:15

enhanced [J 1 98:21 101:4 56:1 56:20 63:6 eamed[tJ 26:11 elephant [JJ 128:3 125:20

directlyr11 121:15 63:9 84:8 84:10 earnmg [J 1 84:2 eligibility [IJ 59:16 enhancing [2J 16:22 84:11 84:14 84:20 50:2

director [111 3:12 84:20 87:21 88:11 earnings r11 88:23 eligible [2J 64:16 enjoy[JJ 102:5 96:18 97:5 97:8 104:3 104:10 104:11 64:16 98:13 115:5 120:6 88:15 89:18 91:14 105:11 105:13 106:10 eliminating[2J 74:22 enjoyed[1J 44:12 121:23 131:10 134:20 91:17 91:18 91:22 enlist [IJ 19:15

103:4 119:10 130:8 eas1er[JJ 126:18 136:22 140:17 138:13 east [IJ 110:2 embarked [JJ 41:15 enormous [JJ 83:7

Directors [6J 13:3 dominant [J 1 117:14 easy[1J 22:15 embedded [JJ 116:11 enroll [JJ 65:12 16:12 17:2 28:16 136:4 148:15 done [23J 9:11 Ebola [3J 39:11 embrace [3J 34:6 enrolled [2J 66:16

disadvantages [IJ 31:4 31:5 47:18 39:15 50:18 35:14 49:15 66:22

130:12 50:6 53:8 57:6 ECHNL11 109:19 embraced [21 43:4 enrollment [II 64:15

disagreement [tJ 64:21 66:12 66:16 echo [2J 42:8 47:4 61:5 ensure [51 23:19 66:20 66:24 72:8 emergency [BJ 15:7 28:18 39:5 50:6

99:11 78:20 82:2 94:22 econonnc [9J 117:12 121:5 disappointing [JJ 109:12 112:17 124:8 117:14 120:5 120:9 17:22 39:3 75:6

115:9 126:9 129:19 135:15 120:13 121:15 121:16 78:3 78:4 78:7 ensuring [t J 20:9

disapprove [IJ 143:2 125:11 133:18 101 :21 enter [71 8:3 8: 11 129:14

dOOT[41 9:10 econonncs [I I 124:2 emerging [lJ 19:6 67:17 70:3 70:5 disaster [JJ 152:4 100:13

employr21 117:17 137:16 119:23 138:18 economies [3J 47:14 109:5

discipline [JJ 20:12 doubt[JJ 110:7 125:19 150:20 entered[2J 8:7

discontinued [lJ 43:13 employed [•J 116:5

DOUGLAS [IJ 8:20 economy[2J 48:12 15:13 148:23 152:12 15:19 25:13 36:9 entering [J 1 36:23

dOWil[13] 40:5

Index Page 6

Multi-Page™ enterprise - focused enterprise [5J 25:15 101:3 101:14 100:16 103:16 107:22 113:5 60:17 62:22 68:14

26:23 40:13 41 :13 ethics [71 93:14 expand[4J 121:9 113:12 121:3 68:15 69:12 69:23 42:22 96:18 96:19 96:19 121:12 125:20 127:9 facility [16J 12:24 106:13 111:2 lll:l5

entertained [1 J 21: 19 96:20 96:21 98:12 expanded [3J 77:12 42:17 47:8 47:17 filed [4J 10:2 28:7 entire [IJ 82:7 ethnicity [1 J 132:2 78:6 142:4 53:8 53:11 77:11 60:14 110:18

entirely [3J 87:16 evaluate [4J 2:24 expanding [IJ 83:11 90:22 98:19 105:11 files c•J 69: 14 I l 0:18 126:18 144:12 75:23 75:24 76:3 expansion c11

105:13 106:1 118:21 111 :I 114:18 128:8 121 :5 126:7 126:8 entities [IJ 81:12 evaluating c21 5:3 expect[3J 36:6 facing[3J

filings c21 31:19 entity [13] 91:21 10:24 31:20 3:2 46:24 90:24 20:24 116:21

32:19 63:11 81:8 evemng[3J 28:4 expectancy [IJ 131:22 fact c101 5:11 filled c11 93:1

81:21 106:24 107:7 153:4 153:17 6:7 finalpJ 21:12 110:4 117:21 135:14 evening's c11

expectation [3J 128:11 17:13 49:24 56:15 finalized c11 10:5 128:14 129:10 116:16 123:23 126:21 92:20

136:20 142:10 146:8 events [IJ 66:20 expected [4J 137:6 138:5 finally [5J 33:22 entry[2J21:3 67:11 43:8 everybody [7J 4:12 96:13 118:9 129:9 factors [3J 85:4 38:3 51:3 51:10 enviromnent [lOJ 4:24 7:5 7:6 expecting c11 55:19 85:5 133:18 138:10

28:24 33:17 33:23 45:20 95:6 144:10 expendc11 facts [3J 31:15 40:10 finances c11 50:16 34:13 37:15 54:1 103:5 82:21 90:18 120:16 evidence c21 61:12 expenditure c11 111 :2 42:7 financial [14J 10:24

124:1 130:21 expenditures c11 Fadel [3J 115:4 12:10 16:14 20:12

enviromnents c11 evolution [IJ 22:14 115:5 115:16 33:4 33:6 81:13 39:18

faiT[4] 86:8 93:3 116:24 61:13 exact c2J 94:8 137:12 expensec21 25:4 6:7 6:8 117:3 123:19 128:7

envision c11 78:16 exactly [3J 23:20 83:13 33:13 91:22 128:1 l equal[tJ 106:3 50:19 130:2 experience [16] 11 :20 fairly [5] 37:18 financially [2] 10:23

examine[2J 79:20 98:10 109:14 equally [IJ 103:7 128:10 19:7 19:12 20:5 24:14

130:10 20:9 21:2 25:11 149:22 equates [IJ 67:8 'faiili[l] 95:13 financing c21 128:4

equipment [lOJ 23:23 examplec11 23:3 25:24 27:3 33:17 128:24

39:3 64:1 94:11 33:19 33:23 50:17 fall [2] 104:5 146:15 finding[1J 81:1 24:16 38:1 52:19 109:24 123:4 138:19 80:10 94:6 125:3 falls [IJ 139:14 52:21 83:1 88:6 examples [2J 68:6 experienced [!J 38:7 familiar c21 findings c11 4:1

103:18 123:4 127:3 61:6 fine [5J 75:5 expertise [8J 19:8 116:20 47:23 69:21 equity [6J 131:15 111:24 115:12 143:13

131:17 131:18 132:14 exceeded c11 113:23 19:11 20:5 21:9 families [31 33:18 fines [11 137:2 132:16 133:2 excellence c21 139:17 25:21 43;15 43:16 133;24 134:21

ER[IJ 139:22 66:18 family[•! 102:12 firmc21 103:8 103:13 11:21

BR's [tJ 141:22 excellent [4J 26:16 expertly c11 44:22 133:11 133:13 134:1 first [36J 8:23 9:7 45:13 121:2 139:24 experts [IJ 62:8 134:7 139:8 141: 1 9:10 10:22 14:5

ERD's [18J 45:4 exception [IJ 101 :3 explainc21 63:24 143:16 143:22 22:8 22:15 25:5 45:5 74:7 79:1 33:15 35:11 40:2 93:14 96:6 99:18 excess [IJ 40:13 98:21 far [61 104:9 107:22 40:21 44:11 48:24 100:1 100:11 100:14 exchange c21 64:10 explanation [IJ 64:9 146:20 148:18 148:19 51:4 52:11 65:10 149:12 100:17 146:20 147:10 146:14 explicitlyc11 45:22

fashion c11 67:22 74:9 79:3

147:22 148:3 148:4 exchanges [1 J 64:18 explorec11 75:22 26:15 88:14 101:5 104:2 148:8 148:10 excited [IJ 14:19 explored [3J 11:13 faster c11 27:6 110:22 115:19 120:2

Erikc1s117:14 27:21 exciting llJ 11:13 81:9 favoritism [I J 129:7 129:17 129:17 130:5 28:1 28:2 28:4 44:20

favorsc11 131:14 135:2 135:13 exclusion [IJ exploring c11 136:5 67:20

28:5 29:3 30:12 59:17 142:17 145:21 146:15 35:7 39:19 42:8 exclusionary [IJ expressed [IJ 118:23 fears [IJ 23:13 152:16 42:24 50:18 73:2 59:12 expression c21 134:1 federal [6J 31:22 firsthand c11 118:19 77:17 87:4 101:18 exclusively[!] 6:12 134:2 31:24 125:12 125:14 fiscal [6J 40:11 137:7 138:14 114:6 excuse [3J 78:11 extend[2J 139:24 40:11 79:21 79:23

Erik's c11 39:20 142:24 145:9 148:18 fee c21 35:3 35:3 79:23 133:18 ERISAc11 46:16 executed [1 J 113:22 extended [1 J 133:13 feedback c11 25:10 fiscallycl] 125:16 especiallyc4J 16:5 executive [3J 44:11 extension [6J 65:6 feelings c11 118:23 fit [l] 102:17

37:5 123:22 132:23 44:16 134:19 105:19 105:21 105:24 feels CIJ 149:11 fits c11 45:11 essence c11 47:17 executives c11 35:19 106:1 106:7 fees c11 137:3 five [13J 11:16 11 :16 essential [3J 20:7 exercise c11 53:9 extent[3J 82:6 feet c11 41:23 40:20 41:7 52:13

74:1 74:10 exhibit[2J 95:2 148:19 felt [5] 11:23 12:10 84:7 84:14 85:1 8:16

essentially [5J 5:15 63:22 extraordinarily [IJ 80:18 82:1 116:12 86:24 88:8 128:16 7:4 26:11 80:4 exhibits [31

139:6 female[1J 131:22 142:8 148:9 97:8 8:4 extremely [2J 48:5 float[!] 81:16

8:6 8:19 feW[8] 13:8 23:1 established [41 12:4 existc11 72:16

133:15 37:6 79:13 79:14 f!OW[ll] 13:10 27:5 60:5 61 :12 fabric c21 42:21 149:8 150:5 152:16 40:14 54:13 54:24

estimated c11 55:12 existed [II 50:8 116:11 FF[!J 55:2 55:7 80:22 8:16 etcetera [3J 25:2 existing cn 1 62:18 faced c11 152:10 field [!J 109:21

81:24 103:19 104:8

52:19. 63:11 63:15 71:6 72:14 facilitate [l J 94:11 104:14

ethical (121 88:3 92:9 106:7

facilities [15] figure c21 58:8 focus [41 21:1 12:21 109:3 113:5 113:11 21:10 74:12 31:16 53:3 91:21 17:12 45:2 74:5 138:6 36:13 40:3 52:18 figures [lJ 131:4 focusedc3J 79:7 79:10 95:11 53:17 67:19 71:6 18:3

96:23 97:2 98:20 exists c21 39:23 84:21 88:4 88:5 file c111 55:11 55:17 26:12 32;15

Index Page 7

Multi-Page™ focusing - hence focusing [1 J 5:23 Framingham [21 generating [lJ 5:18 139:11 Hartford [2] 12:9 folks [7J 86:21 114:22 29:7 77:15 gentleman [2] 39:7 greater[111 10:4 141:12

118:5 119:21 119:24 Franklin [2] 15:13 39:10 11:6 13:15 13:20 haul [IJ 23:24 139:21 153:7 24:21 gentlemen [2J 46:7 14:22 24:4 57:8 Haven[5J 43:14

follow [6J 16:1 frankly [2J 73:20 143:12 82:14 87:22 93:2 47:2 123:8 125:23 29:16 79:10 95:8 112:10 geographic [lJ 70:21 116:22 117:4 120:7 133:24 100:18 103:2 free l•l 40:13 54:24 geographically [lJ

121:7 135:23 140:23 Hawes l'l 7:12 141:9 follow-up [lJ 88:22 93:9 104:8 48:10

greatln11 95:7 95:7 95:15

followed [lJ 134:16 freedom[11 146:16 George[1J 42:13 95:17 99:5 101:16 4:14

following [3J Freeman[•] green [lJ 136:8 102:22 3:18 53:6 geri-psych [lJ 77:21 Greenwich [lJ 45:14 98:2 53:7 53:10 53:20 122:3 headings [1 J 12:6

follows [21 friend[1J geriatriC[11 75:6 gTeW[l] 133:14 healthcare [53] 5:16 9:21 131:15

95:11 friendly [lJ Giamatti [lJ 133:22

grieved [lJ 141:19 6:24 11:6 13:19 109:11 gift [2] 128:18 128:18 14:15 14:22 15:1 foot [3J 35:2 35:2 front r•l 59: 11 64:6 ground(lJ 38:12 given [16J 16:5 16:16 19:3 20:2 41:20 75:22 100:13 grounds [lJ 136:22 21:15 31 :9 32:2

footnote [lJ 18:7 27:18 31:3 63:5 fulfill [2] 109:2 37:5 42:14 48:1 group [61 15:14 32:2 34:2 35:13 forced [lJ 123:24 138:8 48:2 60:8 71:5 24:13 24:21 25:13 36:17 37:23 40:6 forces [lJ 86:8 full [4] 15:9 44:21 125:12 141:24 143:22 37:18 134:20 42:9 43:12 43:13

forefront [1 J 39:14 135:23 141:6 147:5 147:7 147:9 groups [IJ 131:20 47:8 48:1 65:8

foremost [21 full-time [IJ 144:21 giving [2J 93:9 grOW(2] 85:12 117:5 67:19 70:23 82:2 33:16 82:17 86:10 88:19

48:24 · fullest [I J 116:13 113:1 growth(3J 42:3 89:4 90:17 116:22 foresee(1J 71:8 fully [2] 45:5 136:5 gJad[5] 55:14 91:14 42:4 121:10 117:4 117:11 117:22 forgot r21 11:7 functionality [lJ 146:19 147:10 147:11 guarantees [lJ 23:17 118:8 119:3 119:13

151:11 125:5 goal [21 31:13 93:22 guess r121 27:14 120:24 121:1 121:6

form[3J 30:19 36:2 fund [5J 57:11 74:16 goals [lJ 44:20 57:5 93:16 96:1 126:5 135:20 136:15

108:1 84:6 89:2 104:14 goes [5J 72:10 74:11 96:8 96:13 99:22 137:3 139:8 139: 10 100:1 113:6 147:17 139:14 139:17 148:20

formeT[l] 17:14 funded[4J 84:12 88:16 88:21 112:6 150:21 147:18 148:23 formulize [1 J 49:5 89:16 106:8 106:10 gold r11 139:18

guidelines r11 hear [20J 4:16 4:21 4:2 Forscha [lJ 127:15 fundingr•1 16:8 gone [6J 25:8 32:22 4:23 5:4 7:5 forth [4] 40:5 54:3 65:22 84:8 61:9 66:21 72:6 guiding[lJ 12:4 7:6 7:10 8:23 56:9 84:13 84:15 93:4 94:6 Hahnemann r2129:10 128:13 143:21 9:5 82:22 90:11

fortunate r21 94:22 good[36J 2:12 30:7 92:13 96:7 98:22 14:17

84:4 funds [31 54:16 4:11 8:2 13:4 ha!f [7J 23:6 67:6 101:9 101:14 109:24

Fortunatelyr11 22:19 63:10 104:2 13:24 19:24 20:9 107:1 107:1 125:1 110:22 115:1 123:18

furthermore [2J 137:17 27:14 27:15 28:4 144:19 144:20 heard[23J 4:24 forward r1s1 6:21 138:5 28:5 32:13 39:5 HAMDEN[3J 1:11 7:6 7:10 24:2

7:2 13:17 23:20 future [18J 16:5 43:10 44:4 52:4 153:22 154:13 36:16 46:23 48:18

24:14 26:5 46:10 16:16 16:17 16:21 57:10 74:11 77:1 hand [3] 9:17 96:12 50:10 50:11 75:19 51:8 83:20 85:11 20:1 24:17 34:24 82:20 90:21 98:23 138:2 80:5 99:19 99:22 87:8 92:3 96:4 70:14 80:7 84:1 98:24 116: I 120:4

handful [lJ 103:15 109:24 116: 11 99:3 100:2 100:6 121:21 124:23 128:13 25:13 123:16 123:17 128:22 84:15 95:24 96:15 111:18 136:10 118:7 121:16 135:16 134:14 139:2 140:8 handledr21 95:18 132:7 141:2 146:23

fosters [11 121:15 136:1 147:9 143:9 143:11 145:11 146:24 151:16 foundr21 53:12 145:23 146:13 Hansted r•11 2:12 heart[7J 26:13 41:21 gam [21 56:14 116:13

148:10 governr11 118:3 3:8 7:19 8:5 123:6 129:1 139:19 foundation [31 J 13 :9

games [IJ 138:18 governance r•l 28:17 8:10 8:17 8:22 143:8 143:8 13:12 13:14 17:5 Garn•1 1:12 7:13 68:1 92:17 92:20 9:23 10:8 11:9 heartbeats r11 126:16 63:4 63:8 63:19 95:7 95:7 governing [3J 71:24 13:22 14:4 22:6

held r•l 2:6 gastroenterology r11 27:19 28:8 51:17 2:16 88:16 88:18 92:2 107:13 109:1 51:20 52:1 55:16 3:3 63:8 63:10 92:5 92:12 92:15 23:9 government r21 66:10 63:14 60:16 62:21 62:24 92:21 92:22 92:24 gathered [1 J 21:9 125:15 68:15 69:11 69:22 help r2•112:1 I 12:13 93:16 94:12 94:12 gender[2J 132:2 grandr21 2:7 77:5 114:14 114:16 16:21 18:24 19:16 94:16 94:18 96:1 132:8 121:10 114:22 115:12 115:15 19:21 20:6 20:15 106:11 107:21 108:1 general r1•1 2:14 Grander11 115:22 119:18 121 :19 20:17 20:22 21 :5 108:7 108:14 108:16 49:13 108:22 109:7 147:4 2:24 3:4 3:6 grant [lJ 119:16 124:20 127:12 131:7 43:12 43:22 44:19

3:17 4:9 4:13 134:12 138:24 140:5 46:5 62:10 62:12 foundations [lJ 94: 1 o 4:13 5:6 5:23 grantedr11 10:6 142:13 145:7 150:7 62:17 65:11 88:6 founded[1J 28:11 7:14 7:16 76:13 grants [lJ 94:19 150:24 151:5 151:9 112:11 135:3 136:9 founder[1J 18:14 79:16 grassroots [lJ 141:1 153:2 145:4

founding [IJ 18:15 General's [91 5:2 great [26J 15:1 happening [3J 23:14 helped r21 36:2

four [17] II: 10 11 :12 6:19 7:1 14:6 18:8 22:24 23:13 133:1 152:21 135:9

11:18 12:6 12:18 68:19 69:4 95:8 25:4 32:2 32:3 happyl•l 76:17 helpful [2J 80:2 15:11 29:22 49:16 103:3 138:1 32:9 32:11 33:5 94:11 95:3 128:1 101:13 50:20 58:22 88:2 generate [31 59:2 33:5 33:15 33:17 hard l•l 37:18 74:23 helpingr21 44:5 88:11 89:3 89:5 80:21 81:24 33:18 33:19 33:23 106:18 113:16 66:14 89:17 90:9 103:9 generated r11 40:14 38:4 49:21 81:9 Harlingen [1 J 49:13 helps [2J 38: 12 134:9 89:11 93:10 94:11 generates [1 J 33:17 101:16 105:6 114:12 Hamid [lJ 44:18 hence(2J 41 :13

Index Page 8

Multi-Page™ Henry - issued 90:13 Idaho [IJ 11 :19 16:7 20:10 43:13 153:15 129:16

Henryc21 7:14 ideac21 112:1 112:4 52:18 53:17 71:13 industry [8J 19:5 intention [3J 72:20 102:24 ideas c21112:15 112:15 76:13 107:17 119:10 31:17 31:22 33:15 100:10 109:9

herebyc21 10:6 identical [3J 120:22 122:15 140: 13 34:13 35:9 65:10 intentioned [IJ 10:19 67:7 improved c21 52:17 86:11 14:2 102:3 102:18 interest [8J 3:23 140:21 inequity [IJ heritage [4J 13:6 identically r11 95:19 131:23 5:9 14:12 105:12

17:12 47:7 47:9 identification r11 improvement r11 infections c11 139:13 106:3 106:24 118:14

Hi [Il 82:4 62:2 infertility [11 149:23 136:18 48:24 improvements [31 high [16] 11 :6 13:19 identified [l3J 2:15 55:20 57:1 139:16 informatics c11 25:23 interested [3J 14:9

22:16 26:4 26:17 7:23 11:1 11 :4 information c1125:17 21:18 92:13 31:18 33:16 38:13 71:19 74:17 74:20 improving cs1 16:22 38:10 60:21 62:16 interestinglye1 J 45:8 45:10 48:9 74:24 75:10 75:12 19:11 21:16 127:9 64:17 68:23 69:5 149:24 50:11 56:16 121:6 80:18 103:16 113:9 139:10

informative [lJ 72:8 interests c11 120:8 122:12 150:21 identify [3J 49:4 inability r11 85:14

infrastructure [8J interimc11 66:1 higher[3J 41:2 62:18 66:15 lnC[•J 1:4 1:5 27:11 43:19 44:1 internally c21 80:21 146:3 146:3 2:4 2:5 2:18 highestr4J

identity c121 18:14 2:19 4:3 10:3 52:17 52:18 89:6 81:24 31:14 92:13 95:12 96:3 124:14 127:3 interrogatories [3J 48:21 117:22 122:10 97:23 98:17 99:10 10:4

infusion c11 12:11 63:3 63:21 67:13 highlighted [I J 17: 18 99:16 99:23 100:9 include[4J 8:13

inherent c11 interrogatory c21 highlights r11 146:12 148:18 29:18 39:1 104:11 94:15

29:18 included [3J initial c11 26:13 58:15 69:15

highly [3} 31:21 ignores [IJ 82:7 16:12 interrupt [11 117:6 134:23 initiative [3} 37:4 11 :7

120:16 138:16 II [I] 15:6 includes cs1 76:8 120:15 intervenor [7J 4:6

Hill [I] illness c11 29:6 133:23 102:10 41:1 46:18 67:16 initiatives [4J 20:3 4:16 9:1 9:3

himself [IJ 28:3 image [lJ 101:11 126:15 61:16 75:9 121:9 9:3 9:16 115:2 hire [I] 126:14 imagine[3J 74:22 including [SJ 46:19 innovation [3J 32:15 Intervenor's c11 hired c11126:21 98:11 101:7 58:20 117:23 136:6 34:1 38:16 154:8

Hispanic c11 137:10 inrmediate c11 113:6 140:23 innovative c11 35:21 intervenors [IJ 28:14

historically c21 132:11 inrmediately [SJ inclusion [JJ 59:16 inpatient [4J 19:20 interventional c21 132:24 62:15 73:5 142:5 incomec11 41:10 20:13 90:19 122:22 123:11 126:22

historycs1 12:17 142:6 148:7 incorporating c11 input [SJ 18:10 78:16 interviewing c21 42:16 61:7 122:9 imminent [IJ 152:3 78:16 94:17 107:13 109:12 23:1 23:2 147:3 impactr21 121:11 increase [121 11:5 insignificant c11 introduce [61 7:12

hit [I] 141:12 136:16 53:22 67:7 82:2 51:12 21:24 27:20 27:21

hold[4J 5:14 5:17 impacts [IJ 118:20 84:7 85:12 90:10 instance [SJ 97:12 28:3 59:4

16:16 102:13 impede c11 6:24 90:12 90:14 91:9 105:17 110:9 122:19 inventory c11 56:9

holderc11 106:14 imperatively [IJ 107:16 121:14 132:6 invest [SJ 42:23

holdingc11 130:6 137:23 increased [4J 11:22 instances c11 104:23 53:15 119:10 121:3 48:9 90:7 140:21 127:2

homer21 19:22 implement cs1 11:5 increasing [SJ

instead [IJ 90:8 investing [I J 110:9 56:11 61:22 74:16 19:10 institution c10J 10:23 50:1

90:20 91:1 108:10 investment [SJ honest [IJ 98:3 75:23 34:14 45:9 45:20 37:24 implementation [4J 116:24 46:8 47:5 47:6 40:24 118:10 118:21

honOI[IJ 147:6 19:1 62:4 73:13 increasingly [IJ 74:8 83:4 118:3 121:4 honorary [IJ 51:7 74:18 125:10 institutions [6J 22:18 investments c1s1 honoredc21 13:5 implemented [2J indeed[2J 50:7 38:1 43:5 43:16 40:9 40:12 40:15

100:5 62:14 75:3 86:12 116:8 119:8 40:18 41:24 42:2 hope c101 7:7 implementing [3J indemnity [IJ 63:7 instructional c1 J 42:4 42:6 89:4

36:6 43:6 50:10 18:21 18:24 135:10 independence [IJ 58:22 89:10 89:12 91:10 50:10 124:16 127:7 implications [IJ 92:14 insufficient [IJ 54:16

104:22 105:5 146:22 134:8 149:9 152:23 investor [SJ 28:11

hopefully c11 152:8 independent [8J insurance [7J 65:16 39:24 40:6 42:5 50:18 importance [2J 15:19 16:18 36:22 37:3 65:17 70:3 70:5 94:6 hospital's [3J 6:4 127:23 38:4 48:5 58:5 70:8 124:6 146:3 investors [3J 83:15 118:23 important r211 125:10 126:21 integral [IJ

32:1

housekeeping c21 12:8

independently [IJ 134:7 40:8 138:22

15:21 16:3 17:2 integrated [lOJ 19:2 involvec1J 71:23 9:24 114:17 21:16 26:8 31:3 23:24 19:8 20:18 24:13 huge [3J 82:7 83:12 35:12 37:4 38:22 index [3J 131:18 24:20 24:22 52:23 involved [6J 21:14

141:13 39:1 39:12 43:7 132:14 132:17 82:16 83:3 83:17 49:23 68:5 70:23

humanc2J 134:3 43:15 45:8 74:23 indicated cs1 58:16 integration [6J 93:15 132:24

18:12 134:4 80:8 123:20 133:15 72:6 114:6 116:5 27:1 32:22 96:9 involvement c11

hundred[6J 41:7 133:23 150:17 129:3 98:14 109:16 6:19

123:7 124:8 124:9 importantlycsJ 4:17 indicates c21 63:5 Integrity [I] 33:8 isolated [2J 23:13 147:2 147:6 4:22 4:22 6:9 64:2 82:14

hundreds c21 32:4 indicatorc1J

intensity [SJ 39:22 isolation c11 23:18 135:7 impossible c11

33:5 39:23 48:2 70:23 138:13 136:17 indicators [3J 38:20 124:6 issue [7130:14 39:16

hurt [I] 133:19 impressed c21 11:20 132:11 132:16 intensive [I J 83:10 65:15 82:6 92:20

Ibart [I] 133:22 13:1 individuals [SJ 9: 15 intentcs1 93:14 131:14

13:19 92:22 issued [IJ 128:16

ICUc1J 123:3 unprove [13J 9:19 65:15 146:4 92:24 93:4 93:5

Index Page 9

Multi-Page™ issues - manifested ISsues r121 28:13 kill [I] 134:4 130:18 131:8 134:13 63:16 33:9 57:9 79:16

86:12 89:14 96:20 Kimberly [I] 3:12 139:1 140:6 142:14 liability r21 12:15 81:1 81:18 83:9 116:20 142:22 145:8 138:12 84:1 85:20 91 :16 96:22 97:1 kind [26] 23 :20 24:15

91:20 108:11 131:1 133:18 141:20 145:19 34:24 35:1 40:9 lead [31 102:6 130:9 licenses r11 33:21 131:2 132:17 137:17 149:3 150:5 41:12 44:23 48:23 132:12 life [12] 86:22 89:8 152:7 152:18 itself r121 22:23 50:22 71 :17 73:3 leadeT[4J 19:6 102:10 120:23 131:22 looked[81 41:13 32:3 33:7 50:22 73:24 82:21 83:3 61:8 108:17 135:9 132:2 132:9 132:13 45:18 46:5 80:17 56:4 64:13 80:5 90:14 90:23 94:14 leaders [41 46:1 143:19 145:13 149:2 81:! I 81:19 91:3 83:8 86:2 115:10 103:4 103:6 105:16 46:2 62:15 117:6 149:3 129:14 119:9 124:10 108:22 129:20 141:12 leadership [71 45:14 lifetime r11 14:14 looking [16] JAMESr11 8:21 142:1 148:12 149:19 12:9 45:24 47:13 71:24 light [3] 46:23 72:13 23:7 23:8 48:3 Janice r21 140:7 kinds [41 93:10 73:12 75:2 109:21 92:16 51:8 82:13 83:20 140:8 94:20 94:23 103:10 leading [4J 108:17 lightly [2] 116:7 87:8 91:9 111:7 January r11 25:7 knewr21 40:15 116:10 120:19 134:17 137:16 113:19 114:3 121 :12

jeopardy r11 65:21 91:7 leads [lJ 39:9 likely r21 136:15 123:6 151:19 151:20 Jepsen [IJ 4:14 knowledge r11 46:4 Leapfrog r101 58:17 138:16 lose r11 144:16 Jewel r11 3:9 knownr21 29:20 58:19 59:2 59:11 limitedr21 4:7 losing !21 65:21 Jimr51 127:16 131:14 86:10 59:14 59:19 59:21 115:2 117:9

139:1 139:2 139:3 knows r11 151:23 60:2 60:3 62:22 line Fl 54:17 55:6 lost r21 23:21 41:9 job [3J 33:5 132:15 Kyle r21 63:12 63:12 learn r21 20:10 102:15 67:18 72:21 104:5 love [3J 23:11 73:22

134:9 lab [I] 123:12 leamedr21 117:16 111:11 144:8 142:5 jobs [3J 144:5 144:6 laborr21137:11 144:3 117:18 lines r11 20:23 40:16 lOW[3] 24:1 26:19

144:16 ladies r11 143:11 least [6J 5 :20 11:!2 52:20 53:3 70:19 132:18 Joe r11 143:12 lagging r11 16:2 84:20 92:18 71:19 72:14 lowest r11 122:11 33:4 128:22 list [161 33:3 55:11 lumpedr11 69:18 John [3J 120:3 120:4 laid [lJ 64:10 leave [4117:4 122:18 70:11 110:11 111:3 120:5 large [14J 14:13 123:7 133:21 111:7 111:16 112:10 MacNealr11 30:9 join [41 14:19 44:23 15:4 16:19 24:13 leaves r11 122:21 113:4 113:6 113:11 magnet[5J 30:4 86:8 125:17 25:8 35:4 41:13

leaving[!] 113:15 121:10 145:14 30:6 30:8 30:13 joining[3J 18:22 47:15 83:17 98:7 19:20 150:9 150:10 30:15

61:6 85:3 118:15 119:2 126:19 led [3J 35:18 80:3 listed [3J 26:11 mailingrlJ 145:14 joint [6J 31:7 54:19 128:16 81:18 58:18 59:13 main [3J 65:14 90:22 67:18 67:20 79:21 largely [3J 35:18 Leeverr11 44:18 listening r21 101:24 90:22 95:23 141:9 141:22 left [5J 7:12 69:14 152:22 maintain [18J 16:7 Josephr11 18:16 larger[4J 83:9 122:14 124:12 145:9 listing r11 110:19 17:11 17:19 17:23 Joumal[lJ 145:24 125:17 126:8 151 :20 legacy r21 42:17 lists r11 113:14 47:5 48:7 75:15 joumeyr11 112:12 largest [4J 15:17 47:7

literally r21 81:11 83:19 85:15 100:1 117:13 120:20 136:20 legalr11 7:16 100:11 100:14 119:12 July[3] 10:16 14:11 122:12 125:19 144:1 144:14 51:6 last [23J 7:7 10:4 legislation [lJ 129:3 live r21 82:10 132:8 144:17 145:1 June [IJ 118:5 11:10 22:24 26:16 legislative [2J 129:15 lived [3J 13:5 maintained r21 30:19 50:20 66:19 34:2 63:16 junior [IJ 105:12 77:9 81:19 87:13 137:19 65:18 142:3

Jurczykr21 63:12 109:6 124:8 126:22 legislators r11 9:6 lives r11 19:16 maintaining [3] 77:22 63:12 131:12 131 :13 133:8 legislature [6J 129:2 load [lJ 151 :22 84:21 92:14 Justice r21 137:7 134:16 137:19 143:3 129:12 134:24 135:14

loan [11 151 :22 major[8J 27:7 147:6 150:8 153:14 138:2 140:20 138:11 local [25J 18:5 27:7 28:12 76:8

Justice's [IJ 137:13 Lastlyr11 21:5 legitimately [IJ 108:3 18:8 19:4 21:14 89:7 121:11 139:13

Nr11 55:6 104:6 late [15J 24:3 55:11 Leonardr11 77:13 21:14 35:13 42:10 141:4 104:12 104:14 105:4 55:17 60:17 62:22 less [8J 25:2 25:3 42:12 42:13 46:1 majority r11 56:24 105:10 107:1 68:14 68:15 69:14 53:12 91:18 132:10 46:17 47:8 71:23 makerr11 142:9

keep [9J 5:5 38:12 69:23 81:20 110:18 132:10 132:12 152:13 71:23 71:24 75:1 makers r21 6:1 110:24 111:2 111:15 lessen r11 133:20 94:14 109:13 109:21 74:9 92:5 122:8 114:17 109:21 120:19 120:23 79:18 144:4 144:4 144:6 lessened r11 133:17 makesr21 107:14 latest [IJ 61:10 121:14 147:12 147:14 144:18 letter[3J55:5 58:17 109:13 keeping[lJ 84:21 Latinos [IJ 131:22 116:4 locally r11 16:24 laW[l] 127:19 19:16 20:19 35:14 mammograms r11 Keith r21 86:16 letting [IJ 89:7 42:12 87:11 126:3 93:10 87:4 Lazarus [45] 3:13 level r201 15:6 located[3J manager21 83:14 8:1 8:2 8:3 9:9 Kelvin[3J 39:6

52:4 25:24 26:5 31:22 14:23 29:8 152:1 59:6 59:6 8:8 8:11 31:22 31:24 71:11 managedr•l 83:3 52:5 53:4 54:2 location r11 105:3 kept r11 12:20 85:15 109:16 121:6 83:7 83:10 152:1 54:10 54:14 54:20 122:10 124:5 125:19 locations r21 14:21 Kevin [3J 2:12 54:23 55:9 55:15 130:12 131:17 131:17 113:9 management [ll J 3:8 6:23 58:14 59:18 60:10 135:11 138: 14 141:12 long-term r11 17:3 13:3 26:4 27:1

key [lJ 75:13 60:15 63:2 63:20 28:16 38:15 38:23 64:7 67:12 68:11 141:14 36:12 46:15 48:3 83:10 86:13 89:23 kick [I] 73 :5 68:16 68:18 69:10 levels r11 136:11 138:8 144:5 150:16 118:5 118:17 kickbacks r21 137:9 69:13 69:24 78:23 leverage [41 110:6 longstanding r21 mandates r11 125: 14 137:15 79:12 120:1 120:2 110:7 138:6 138:6 60:23 129:6

manifested r11 50:22 kicked[IJ 114:6 121:20 124:22 127:14 liabilities r21 17:4 look [19J 13:17 26:5

Index Page 10

Multi-Page™ manner - name manner[2] 34:23 116:2 116:12 116:20 meetings [3J 56:13 63:5 63:9 63:14 moming[2J 8:12

118:2 119:19 136:19 154:9 102:13 118:6 63:18 84:5 84:8 27:14 Marcuse[•J 127:17 mayor's [lJ 142:18 meets [IJ 44:24 84:10 84:14 84:19 Morse[IJ 77:13

127:18 127:19 130:20 Mazaika (121 10:10 member[7J 16:19 84:20 87:15 87:21 mortar[21 82:6 margins [IJ 123:24 10:11 11:10 47:22 20:2 108:1 108:21 88:11 88:15 89:1 82:9 89:18 90:15 90:15 Mark[IJ 39:10 57:4 57:5 57:18 108:21 118:19 134:21 91:7 91:14 91:17 mortarS[IJ 53:13 market[9J 6:8 80:15 86:4 92:19 members [13J 3:11 91:18 91:22 94:18 most[l8J 4:16

16:14 31:18 53:12 94:1 94:20 4:17 11:11 14:10 103:3 104:4 110:18 15:20 20:12 22:19 70:3 70:5 81:20 mean [I6J 28:4 16:12 45:22 45:23 111:21 113:7 113:17 32:4 38:22 43:7 128:15 130:2 49:22 49:22 57:15 62:18 94:13 102:14 113:18 119:10 128:12 53:8 58:1 75:21

marketplace [IJ 62:6 73:2 79:22 141:1 141:1 147:16 128:12 128:17 130:8 81:14 86:5 97:5 12:13 82:10 83:19 98:5 mental [I4J 18:3 millions [2J 84:11 107:14 109:13 125:7

markets [101 100:12 104:7 106:14 75:8 75:10 76:7 138:13 132:19 148:16 37:12 112:20 116:14 133:9 76:12 76:13 76:18 mostly[1J 40:19 43:20 45:1 mind [6J 60:22 74:9 46:6

80:6 80:7 80:11 meaningful [4J 18:7 140:13 140:18 140:22 77:12 92:5 93:21 motionpJ 8:9 94:9 110:10 113:21 87:9 88:17 89:16 141:8 141:14 141:17 139:21 10:2 10:5

marriage [IJ meanS[•J 6:19 141:20 mindS[l] motivated [l J 32:9 17:21 49:23 49:23 mention[2J 34:12 88:20 129:8

Marriott [I J 2:6 61:11 119:11 134:5 39:12 mine[!J 131:15 motive[IJ 5:21 Martone [59J 3:12 146:3 mentioned [30J 18:20 minimum[JJ 55:24 move [101 7:8

55:1 55:4 55:8 meant[IJ 42:17 20:17 32:6 35:1 57:10 60:1 46:9 53:19 66:23 55:18 55:23 56:2 Meanwhile [IJ 117:3 42:9 42:19 45:3 ministry [2J 17:10 87:8 107:18 119:20 56:4 56:6 56:22 47:4 47:22 48:12 17:17 130:21 137:18 138:19 57:13 57:20 58:12 measure[5J 38:20 50:18 51:4 52:12 minuteS[3J moved[2J 53:14 58:22 60:18 61:8 9:1 60:17 61:15 61:19 52:24 53:5 54:15 13:8 148:9 127:20 62:20 62:23 64:19 61 :JO 55:10 56:7 57:7

measured [lJ mirror[1J 101:11 movement [2J 60:3 64:24 65:3 65:14 26:18 72:1 75:21 79:15 129:4 65:20 66:8 70:2 measures [•J 26:15 85:5 89:1 94:20 rmrrors [lJ 99:7 70:6 70:13 70:16 28:17 58:22 61:3 129:21 144:21 148:22 misled [IJ 137:24 moves [2J 21:7 70:18 71:3 71:10 61 :4 61:9 61:12 149:7 149:15 missed [lJ

111:18 11:18 72:23 73:18 73:24 120:22 mentioning [IJ 84:24 movmg[•J 34:19

74:15 75:4 75:18 mechanism [IJ 96:24 nussmg [IJ 58:21 34:19 35:3 53:21

76:2 76:6 76:10 merged[2J 32:18 IDlSSIOil [10] 12:19 99:3 115:17 128:2 76:23 78:10 78:14 mechanisms [2J 145:23 13:13 17:10 17:17 146:7 146:9 78:22 110:16 110:24 67:21 108:13 merger[•J 32:21 18:12 92:12 96:9 Ms [6IJ 3:12 55:1 111:8 111:14 111:24 Med [I 1 107 :9 128:6 136:6 147:13 98:14 101:14 101:15 55:4 55:8 55:18 112:9 112:13 112:19 Medicaid [6J 17:22 merging[1J 21:19 mix [7J 63:23 64:3 55:23 56:2 56:4 112:23 113:2 113:24 49:16 67:8 67:10 meshes [II 57:9 64:5 67:8 69:16 56:6 56:22 57:13 114:8 114:13 114:15 84:16 117:24 69:19 130:22 57:20 58:12 60:17 142:5 medical[••!

met[9J 11 :12 12:16 model[7J 61 :15 61 :19 62:20 15:13 45:21 46:1 61:13 35:8

Mary[I] 122:5 15:14 15:15 16:13 81:10 118:17 128:20 42:3 53:20 53:21 62:23 64:19 64:24 Maryland [IJ 38:5 17:24 19:15 21:24 139:21 108:10 109:11 109:15 65:3 65:14 65:20

mass [2J 98:4 98:6 22:3 22:9 22:11 method[!! models [3J 19:7 66:8 70:2 70:6 82:18 70:13 70:16 70:18

Massachusetts [I5J 22:13 22:17 22:21 20:20 32:16 22:22 23:8 24:13 metrics [IJ 26:18

modern[IJ 71 :3 71:10 72:23

4:5 12:23 29:6 24:21 25:13 29:7 Metro West [3J 29:6 77:11 73:18 73:24 74:15 29:9 29:20 36:2 29:11 35:20 36:6 77:7 77:14 modifications [lJ 75:4 75:18 76:2 36:16 37:12 76:20 36:1 I 37:3 38:17 MICHAEL[!J 6:17 76:6 76:10 76:23 77:7 78:1 78:9 115:4

39:8 43:16 45:13 moment[2J 74:23 78:10 78:14 78:22 115:1 115:6 118: 17 45:24 49:17 52:19 Michigan [7J 41:7 116: 18 103:14 110:16 110:24

MasteI[IJ 53:7 61:20 62:7 62:15 41: 11 41 :18 49:11 momentarily [!) 111:8 111:14 111:24

match[IJ 133:4 62:18 71:23 72:16 49:16 64:9 64:12 112:9 112:13 112:19 20:21 materially [IJ 64:12 77:2 77:14 82:20 microphone [2J 115:23 112:23 113:2 113:24

83:13 88:4 101:21 142:23 momentum [IJ 27:4 114:8 114:13 114:15 mathematical [IJ 107:20 109:13 110:12 middle [IJ 82:15 money(15J 13:14 140:8 142:5

122:12 133:15 133:19 146:1 might[H] 41:9 57:1 81:4 Mullen[IJ 3:9 39:12 Matneye11 39:11 Medicare[•! 17:22 68:6 89:20 99:12 103:9 104:24 123:20 multi-disciplinary [IJ matter[121 2:3 25:7 25:10 34:14 99:15 100:8 101:13 123:21 128:4 130:4 39:1

3:11 4:15 4:19 67:9 83:6 84:17 106:9 110:13 129:14 142:9 147:5 147:7 multiple [3J 151:22 30:1 14:11 44:7 99:13 117:24 149:11

149:13 82:22 110:14

114:17 114:18 115:2 medicine [6J 29:12 Mike [IJ l 15:5 moneys[3J 5:9 municipal [2J 117:10 131:21 147:5 147:8 9:6

29:14 33:20 78:3 miles [IJ 41:5 monitoring [lJ 121:8 matters [IJ 120:9 136:21 137:22 million [61J

123:4 myths [IJ may [I6J 9:2 9:3

15:24 Monseigneur [2J 40:4 meet[l2J 20:11 16:2 17:6 17:7 10:9 51:15 73:11 20:16 23:10 59:18 18:15 102:6 name[201 3:8

25:15 28:22 40:12 9:9 13:24 44:15 95:5 109:8 109:24 59:20 60:1 81:21 40:21 40:22 41:7 month[IJ 145:2 113:19 115:22 126:5 59:6 77:2 115:4

86:20 118:5 119:13 41:7 46:14 46:21 monthly[1J 102:13 145:17 145:19 146:17 116:1 120:2 121:22

136:1 136:9 46:24 52:9 53:3 months [61 127:18 131:9 148:17 153:7 73:14 124:23 meeting [6J 10:17 54:4 54:6 54:7 77:9 113:15 145:3 134:19 139:2 143:1

mayor[IOJ 45:24 10:18 23:12 39:9 54:9 54:11 55:12 145:3 147:24 145:12 150:8 151 :6 115:18 115:20 115:24 117:24 135:17 55:19 56:1 56:20 moot [IJ 99:15 151:12

Index Page 11

Multi-Page™ names - organization names [21 9:12 negative [IJ 138:12 29:4 29:5 29:18 126:4 134:8 145:17 72:10 124:6

119:22 negotiating [21 6:6 38:17 77:3 145:21 149:1 oncologist [!J 23:8 NaPro[3J 149:17 38:9 northwest [21 140:17 occupy[2J 42:20 ones r21 33:20 132:11

149:21 150:4 negotiations r11 140:23 49:24 Natick [11 Nos [!J

ongomg [!J 88:22 29:7 86:6 2:15 OCCUI[2] 79:8

onto [ll 119:20 nation r11 66:17 neighbors [ll 127:22 not's [1195:19 104:15

national [71 Neil [21 115:20 note [51 21:12 occurs [1] 126:7 open [71 17:24 41:l7 19:4 116:1 31:3 103:5 106:13 I 38:18

24:10 25:24 30:17 net [6J 15:2 17:7 44:10 60:13 128:16 ocean [2J 11 :17 143:8 143:8 37:7 37:10 67:2 49:10 49:11 49:12 nothing[4l 13:4 11 :17

opened [41 41:21 nationally [41 23:14 99:20 59:15 142:6 144:7 Octavio r21 77:1 77:9 77:15 77:20

23:15 30:16 60:4 network r201 10:4 notice r11 29:15 77:2 openingr21 JO:!

Naturalr11 149:21 14:20 16:20 17:16 noticed [!J 128:23 Octoberr5l 1:8 106:6 N aturallyil] 144:2 18:23 19:3 20:2 noticing r11 95:22 2:8 2:16 77:16 operate [11] 29:1 20:18 21:7 24:9 154:2 nature r11 100:11 24:20 25:9 25:12 Novemberr11 114:18 off [8J

33:1 33:11 33:11 navigators r21 64:20 51:23 73:5 38:19 70:8 90:5 48:11 51:2 52:14 now [37] 13:21 21:24 105:1 114:20 138:7 119:6 120:15 123:24 64:22 52:23 70:11 83:17 23:2 23:4 24:6 145:21 150:10 153:12 146:18 nearly [61 15:18 126:19 24:19 25:5 30:23 offer[121 15:8 operated Pl 16:8 19:19 21:10 networks r21 32:21 40:23 41:16 11:21 19:9 94:9 97:13 97:15 28:21 120:8 56:16 50:21 56:19 74:15 98:4 98:4 98:5 operates [21 74:8 necessarily[!! 105:14 neurosurgical [3J 77:22 85:2 90:21 98:5 116:7 125:6 119:3

necessary [7J 21:8 122:20 122:22 123:3 96:13 96:17 109:8 125:21 126:18 operating [111 18: 11 41:12 44:18 46:3 115:17 118:10 119:20

offered[2J 32:12 33: 13 36:1 never[3J 38:7 120:17 124:15 126:18 26:17 79:24 80:8 100:4 79:4 79:8 105:23 36:22 41:10 48:2

128:17 133:19 141:13 54:12 68:4 104:20 need[55J 4:2 new [381 10:15 13:9 143:6 143:23 144:20 offering r21 15:2 121:2 . 7:10 11:1 11 :4 13:12 13:12 13:13 147:2 147:17 150:22 16:23

23:4 23:23 24:16 23:3 24:6 28:16 152:2 153:6 offerings r11 operation r11 20:14

123:13 25:18 38:10 44:4 28:16 28:16 28:17 numbeT[!8J 26:20 offers r11 operational [!J 99:15

45:12 52:20 52:22 32:15 32:16 34:6 149:18 operations [8J 3:12 28:17 30:16 33:24 53:1 53:15 53:24 40:8 41:4 41:5 35:21 58:18 58:18

office [16J 1:3 7:3 59:8 68:3 60:13 72:9 73:9 41:8 41:15 41 :17 64:11 88:21 91:6 2:3 2:14 2:14 84:5 86:23 104:14 76:8 76:12 76:12 41:21 43:8 52:19 94:7 103:15 108:10

2:23 7:1 7:13 128:19 78:9 79:21 82:8 57:20 77:9 82:11 113:8 118:22 139:13

14:6 14:7 68:19 operator [1 J 148:2 83:1 83:9 84:3 85:1 93:4 93:13 68:20 69:4 69:7 139:14 149:15 opportunities [61 84:20 84:24 88:15 93:16 106:13 123:8 numberS[4J 95:8 110:9 138:1

89:1 89:3 89:5 125:23 126:21 130:12 1:7 officer [58J 2:12 43:24 71:20 72:18 89:11 91:15 93:11 133:23 146:14 149:22 46:7 60:1 80:21 3:10 4:14 7:19 73: 11 76:1 113:10 94:1 95:24 99:2 news [!J 121:4 numerous [5J 25:22 8:5 8:10 8:17 opportunity [251 106:7 108:4 124:9 120:12 125:7 125:13 8:22 9:23 10:8 4:21 4:23 4:24 126:13 127:2 135:22 next [81 7:12 7:14 139:18 11:9 13:22 14:4 14:12 14:14 14:19 138:15 138:20 140:13 81:11 85:1 109:9 nursery[!] 149:5 21:24 22:3 22:6 19:4 36:11 38:8 141:20 144:5 144:5 113:15 119:11 124:9 22:11 22:13 27:19 46:4 50:19 51:14 nurseS[4l 4:5 145:3 147:7 152:4 Nickr3I l42:14 142:15 42:13 115:1 115:6 28:8 38:17 39:8 71 :16 75:23 86:20

neededr16J 12:10 143:1 nursing [41 51:17 51:20 52:1 103:1 108:12 115:7

12:13 19:13 40:15 NlCUrl] 149:6 12:24 55:16 59:8 60:16 115:8 116:3 118:22 45:23 53:19 63:18 night [6J 7 :7

94:21 102:13 139:4 62:21 62:24 68:15 123:2 132:15 132:21 38:2 74:13 80:4 80:22 131:12 131:13 133:8 Nutmegger [I J 51:8 69:11 69:22 77:2 140:9 80:23 82:1 105:23 137:19 O'Brienrs1 145:8 77:5 101:22 114:14 opposed [3J 103:10 120:18 121:6 122:7 night's r11 10:4 145:11 145:12 149:21 114:16 114:22 115:12 126:4 147:20

neediest r21 14:24 150:8 115:15 115:22 119:18 opposes [!J 67:20 15:3 nine [3J 58:21 147:16 O'Leary[5J 115:20 121 :19 124:20 127:12 optimal [!J 125:8

needs [50J 150:2 115:24 116:2 136:19 131 :7 134:12 138:24 13:16 non [11 146:9 139:4 140:5 142:13 optimism [JJ 27:9

16:5 17:8 18:2 154:9 20:11 22:23 52:17 non-Catholic [21 OAG[211:7 2:15 145:7 150:7 150:24 optionrs1 48:16

56:24 57:2 72:15 11:14 81:12 oaths [119:21 151 :5 151:9 153:2 106:24 109:6 109:6

74:18 74:19 74:24 non-profit [IJ 81:11 officers r11 118:12 136:5

78:17 79:16 80:19 non-remunerative [!J OBr11 148:23 offices r11 147:3 options r11 21:19

83:10 83:13 83:13 130:23 ObGynr11 149:5 officials [!J 9:6 order [8J I 1 :4 55:16 84:24 93:1 93:5 none [41 70:6 132:3 objection [1 J 8:20 often r11146:2 105:2 108:23 119:24 102:16 102:17 103:16 132:3 153:18 objections r11 8:18 OHCAr111

125:19 126:12 130:3 103:17 103:18 103:18 objectives [41

1:7 ordered [21 62:22 103:19 105:19 110:1 nonprofit [15J 3:1 20:6 2:16 3:13 3:15 114:18 110:2 110:11 112:2 4:18 5:14 5:19 20:16 44:20 44:24 3:17 6:22 7:17 113:5 113:6 113:12 6:12 11:13 11:14 obligations [3J 46:16 5I:I I 52:3 55:10 organization [t9]

114:2 116:22 117:4 13:13 27:23 79:18 69:6 117:3 68:22 11:24 24:15 25:6

117:24 119:5 119:13 81 :14 100:4 129:5 obstetriC[l] 137:9 OHCA'S[3J 3:2 26:6 35:13 35:19

130:5 136:2 136:9 130:21 146:7 obvious [!J 69:4 154:7 36:20 38:8 39:23 73:12 42:14 47:16 62:3 138:21 140:20 141:4 nonprofits [!J 129:7 obviously [121 42:7 old [!J 32:21 62:13 70:7 109:14 146:10 normal [!J 124:1 71 :12 71:15 92:19 onboard[1J 133:3 109:20 125:17 145:13

negating [!J 49:24 Northeast [6J 28:6 125:6 125:9 126:1 once [4J 14:14 72:10 149:2

Index Page 12

Multi Page™ - 1 orgamzation s - p enty organization's [11 page [2] 63:2 154:4 81:7 81 :19 61: 11 65:19 67:6 54:21 54:24 55:3

36:4 organizationally [IJ

paid[2J 46:15 137:9 pathway[1J 112:11 67:7 91 :I 99:14 55:5 60:20 64:5

Palliative [3J 102:8 patient [121 3:24 104:12 122:17 122:20 64:8 64:21 65:2 60:24 128:16 102:9 102:19 20:9 21:1 31:14 65:4 65:18 65:24

organizations l•! paneh3J 128:2 33:6 49:8 79:6 percentage [lJ 53:22 67:4 67:22 69:21

19:9 29:1 31:10 131 :I 153:16 102:12 103:19 125:9 perception [1 J 82:8 70:4 70:10 70:15

36:1 143:8 146:20 70:17 70:20 71:2

organizing [11 108:21 papen11 45:18

patient's [IJ perfectly [2J 45:11 71:4 71:15 73:2

part [4IJ 2:21 22:9 21:2 151:15 73:15 89:20 94:5 originally [lJ 81:7 24:12 24:12 24:13 patients [42J 15:8 performance [5J 100:7 103:12 104:6 orthopedic r11 19:19 26:5 34:4 36:3 17:22 17:23 19:19 33:4 36:4 38:15 104:13 104:17 105:6

otherwise [2J 40:9 37:16 39:1 39:20 19:19 19:22 20:14 61:8 143:20 105:14 106:16 106:20

128:9 41:3 41:14 44:14 26:14 27:10 28:21 performances [lJ 107:4 107:8 107:24

ought [lJ 80:24 47:15 49:7 49:23 33:16 33:22 36:7 143:21 108:5 108:8 108:20 51:1 57:15 58:7 42:12 43:18 49:16 perhaps [8J 110:6 110:21 111 :5

ours [11 18:19 62:1 62:8 65:4 50:14 54:1 58:11 4:22 111 :12

ourselves [lJ 38:14 80:2 80:2 111:22 112:20

69:8 79:17 82:7 87:22 64:3 64:12 78:4 80:7 80:9 112:24 113:4 114:5

outages [lJ 106:3 106:8 106:10 79:9 97:9 97:11 84:17 144:23 130:11 114:10

outcomes [5J 21:2 110:22 118:4 131:17 97:11 97:16 98:16 pioneer[lJ 19:6

26:21 36:7 58:23 133:13 133:23 134:7 98:24 99:4 102:10 Permanent [lJ 148:21 Pitts L'l 86:17

132:17 134:7 136:7 141 :3 118:1 122:8 122:18 permission [11 68:20

outdated [1 J 146:13 149:5 150:19 123:7 124:17 125:23 permit[1J 93:24 place r111 3:23

103:18 participant [2J 64:10 126:3 137:11 139:9 Pernerewski [2J 35:1 43:8 48:23

outlined [IJ 67:14 102:8 139:15 139:18 150:12 150:13 50:1 61 :10 64:20

outpatient [7J 20:13 participate [3J 48:6 patients' [4J 20:11 65:1 66:11 67:21

28:20 57:14 141:8 21 :I 32:20 96:22 Perry[•J 4:9 75:15 79:1 123:14

141:14 141 :23 62:19 65:13 4:11 4:12 7:20 124:14 138:7 144:11

142:2 participation [2J Paul [3J 150:11 150:12 outside[?] 9:10 150:12 person Pl 13:4 148:9

36:12 41:5 4:7 47:1 87:2 placed [2J 37:11

63:8 participatory [lJ pay [6J 15:24 17:23 108:14 119:22 122:21 34:9 124:4 124:6 personal r21 11:20 149:11

outsourcingr21143:24 60:2 130:16 44:10 places [3J 12:18

144:6 particular [8J 35:24 payer[5J 63:23 personally [2J 12:22 66:22 85:24 57:23 85:20 87:14 139:6 plan [25J 18:21

outstanding [2J 37:14 106:3 106:4 109:14 64:3 64:5 69:16 18:24

81'.3 141:7 69:19 Personnel [1 J 146:21 20:4 22:22 46:16

overall [4J 17:15 payers [•J 16:8 perspective [4J 15:1 46:17 52:13 56:11

24:2 110:17 126:5 particularly [lJ 93:14 36:7 84:17 124:3 57:12 73:5 139:23 59:18 70:8 73:7

overlap [2J parties [2J 4:4

payingr11 Peter[5J l24:23 124:24 80:18 80:19 83:7

92:16 7:8 50:15 84:7 100:10 103:22

93:17 payment[2J 36:14 127:17 127:18 127:19 105:16 106:4 108:24

overrule [IJ partnen211 11:2 82:18 Philadelphia [21 109:2 111:13 148:16 11:4 12:10 12:12

112:2

overseer11 96:22 14:18 19:14 19:21 payments [3J 36:10 29:9 30:6 114:2 152:6

overseeing [2J 18:8 21:22 41:14 47:1 125:13 137:2 philanthropic [lJ plannedr21 113:9

104:19 48:7 81:1 81:10 PCL11 109:11 100:11 117:17

oversees [1 J 96:19 85:20 86:3 104:12 pediatric [2J 29:13 Philip [21 121 :21 planning [23J 11:3

overview [lJ 104:18 104:18 105:12 41:20 121:22 12:2 16: 11 53:9

8:24 116:16 120:12 Philosophical r11 70:11 71:22 72:4 overwhelms [lJ 83:15 Peg [lJ 44:15

partnering [lJ 21:20 pension [3J 12:6 72:6 72:12 73:4

Own[l2] ll:l9 24:21 partners [7J 12:3 12:15 physical [lJ 103:17 74:13 78:8 78:17

25:12 25:21 25:21 46:15 84:6 80:16 81:23 84:15

59:12 83:6 19:15 21:18 32:5 pensioners [2J physician [16] 24:2 103:22 105:8 111:17

84:2 33:19 67:24 109:17 17:1 33:19 37:8 53:1 95:11 106:17 109:4 partnership [5J 18:22

84:9 56:18 108:4 112:18 127:20 127:21

135:4 peopler•11 108:7 141:5

24:20 68:2 68:7 9:8 108:24 109:3 109:4 owned[5J 40:23 131:18 22:17 23:12 24:6 109:5 109:15 109:17 plans [l3J 18:10

59:3 67:16 67:17 partnerships [3J 24:11 33:9 33:10 110:8 110:9 126:19 18:11 29:2 70:2

67:19 37:18 50:14 65:11 physicians [23J 15:19 70:5 70:24 71:4

ownerr5J 30:11 30:20 66:18 86:6 86:14 86:19 71:8 71 :JI 71 :18

71:16 22:16 24:8 24:22 72:14 90:1 90:4 party[zJ81:14 124:3 86:19 86:20 87:5 28:21

80:22 110:14 140:21

91:ll 135:1 93:8 93:8 98:1 32:4 34:16 plant [lJ 103:18 passage [lJ 36:6 37:6 39:2

owners [IJ 5:18 passed [IJ 60:13 98:22 100:12 124:4 46:20 50:14 52:24 platform [llJ 32:13 124:6 126:23 131:19

ownership [4J 57:16 passing [lJ 129:2 131:19 132:6 132:8 58:4 58:5 58:5 36:19 36:21 37:7

57:19 105:4 106:24 passion [IJ 124:5 132:20 133:17 134:6 58:9 82:11 102:14 38:19 45:]] 49:1

owns r•J 63:24 107:1 past [6J 11: 12 135:7 141:1 141:19 108:9 108:11 108:13 49:7 50:13 90:19 26:19 108:15 91:2

107:1 107:5 107:5 60:19 83:7 86:12 144:5 144:15 145:14 pickp1 105:18 plaYL•l 96:5

107:6 107:8 119:3 86:12 147:7 150:2 150:20 151:10 96:13

148:24 pastoral [12] 152:13 picture [3J 16:15 96:14 102:2 96:10

p.m[5] 1:9 2:8 97:5 97:6 97:7 per[5] 46:16 63:7 33:6 151:20 played[!] 138:18

153:6 153:9 153:22 97:9 97:12 98:13 67:17 84:8 107:24 piece [IJ45:18 player[lJ 135:19

pacemaker [lJ 126:16 98:13 98:15 102:1 percent [20J 15:21 Pilgrim [•21 27:14 plays r11 120:24

pack [lJ 40:7 102:6 102:14 15:22 19:18 19:19 27:16 27:20 28:10 pleased[lJ 4:20

packaging [lJ 42:10 path [71 66:1 66:2 30:14 30:16 31:6 30:12 39:19 46:12 plenty [IJ 93:5 66:6 66:13 66:23 41:2 60:9 61: 11 51:22 54:12 54:18

Index Page 13

plus [3J 28:19 107:10 power[7J 83:2 prices r11 146:3 117:21 128:14 129:5 protocols [41 39:4 128:12 99:9 142:20 143:5 priests [4J 97:12 129:8 129:23 130:8 39:14 43:23 78:24

pod [41 109:19 109:19 144:22 144:23 147:18 97:15 97:17 97:19 130:21 136:15 136:20 proud [111 26:23 109:22 109:23 practically [lJ 152:3 primarily [4J 6:20 142:10 144:3 144:9 30:4 31:23 31:23

pods [3J 109:9 109:10 practice [14] 15:13 7:2 97:19 137:10 146:7 146:8 31:24 38:2 44:6 110:3 33:20 48:24 98:21 primary[B] 23:3 profits [2J 5:18 44:22 50:9 120:12

point [23J 21:3 108:11 108:15 109:4 23:4 25:1 25:13 11 :21 122:9 26:19 35:11 46:24 109:5 109:15 122:2 31:13 37:5 135:5 program [191 25:7 provide [40J 3:21 56:19 71:7 86:24 136:21 137:21 137:22 135:13 50:4 64:10 65:21 9:1 15:15 20:24

Multi-Page™ plus - purchase

93:3 100:10 100:10 138:16 principles [8J 4:2 65:24 66:1 66:2 21:8 24:22 24:24 103:6 103:8 106:17 practiced [1J 127:19 12:4 12:17 32:24 66:4 66:4 75:6 33:15 33:18 33:22 107:10 108:4 110:1 practices [5J 23:5 33:2 98:2 118:3 75:7 75:7 77:21 34:22 43:17 44:21 110:20 113:20 113:21 50:17 62:11 125:2 147:1 77:21 97:5 97:7 48:22 50:11 50:13 114:19 137:1 138:10 150:4 priorities [71

97:8 97:13 141:16 55:10 58:2 58:17 145:5 52:8 programmatically Ul 58:20 65:6 74:7

practicing [2] 22:9 53:4 55:11 55:13 76:5 76:8 97:8 pointed [5J 28:14 113:9 22:20 110:12 110:19 111:9 105:2 113:4 113:11 35:24 37:2 37:22 programmmg [lJ 136:19 practitioners [lJ priority [3J 55:9 120:21 116:9 119:7 120:18

points [31 77:12 56:18 141 :5 121:5 121 :13 125:8

90:20 pre [21 28:6 60:13 private [9J 11:22 programs [141 15:11 126:12 127:4 128:7 90:20 91:2 48:23 56:12 56:17

pre-filed [5! 11:8 13:2 53:19 53:21 129:9 129:22 139:24 policies [2J 62:10 57:2 57:21 74:16

14:3 22:4 77:4 53:23 108:11 108:14 74:19 74:23 75:14 provided [121 58:24 146:21 115:10 122:2 130:2 63:3 63:23 66:21 75:24 97:6 ll2:3 policy[7J 49:10 preamble [lJ 140:10 privilege [lJ 15: 1 121:9 74:2 85:13 116:4 84:9 120:5 120:9

preceded [lJ proactive r21 34:5 ll9:22 122:23 128:9 120:21 127:21 129:6 61:5 progress r11 20:15 130:23 141:9

precipitate [ll 100:8 50:22 progressive [lJ 15:9 provider [9J p00T[2] 132:9 152:11 problemr11 49:11

poorest [lJ precipitous [11 125:12 127:24 project[21 90:9 49:12 49:13 65:8 14:23

problems r21 population [•J precluding [lJ 126:6 81 :16 lll:l8 99:20 107:17 I 19:3 26:4 123:6

prefer[1J projected [lJ 52:9 121 :I 141:23 41:20 64:15 67:11 68:24 procedurally [11 117:10 131:16 preferred [1 J 81:7 projecting [11 85:11 providers [71 15:14

populations [7J 41:3 69:3

projects [HJ 19:3 20:19 31 :9 Preisleqq 143:15 procedure [21 2:21 41:16 34:16 135:7 141 :2 83:9 83:12 116:10 57:11 87:18 88:2

132:1 133:4 133:5 prepare [11 135:3 148:2 104:20 111 :3 111 :7 provides [21 16:20

portion [41 9:13 prepared [lJ 50:21 proceed[1J 10:9 lll:l6 111:20 113:8 123:10

52:15 105:10 I 19:21 prerequisite [lJ 79:24 proceeding [41 4:5 ll4:3 providing [201 5:16

portions r11 8:13 prescribing [lJ 33:21 4:7 7:17 116:5 prominence [11 ll9:12 7:16 17:24 20:8 proceedings [lJ 2:1 32:16 33:5 41 :12

pose [lJ 78:4 presence [lJ 85:12 promiser11 73:23 48:20 54:5 54:22 posed [lJ 61:3 present [4J 13:3 proceeds r11 6:10 prormses [1 J 138:8 64:14 64:17 65:6 position [9J 6:12 24:7 71:20 I 15:8 process [34J 5:2 promote[lJ 17:24 85:16 100:20 100:20

42:20 81:17 83:21 presentation [41 11:4 12:5 16:ll promoted [lJ 61:7 122:10 127:1 129:7 83:24 101:6 101:22 28:2 51:5 79:20 16:12 16:15 18:21

promulgated [1 J 139:6 124:11 137:24 128:24 25:19 45:17 49:5 provisions [2J 3:6 51:12 58:21 67:24 125:14

positioned [lJ 119:4 presented [lJ 22:24 72:4 72:7 72:12 propagated [11 100:19 99:17

positions [21 23:2 presently [lJ 146:16 73:4 74:13 78:8 propel [lJ 27:5 prudent[!) 125:16 131 :4 presents [1 J 10:1 78:17 79:17 80:16

properr11 122:24 psychiatric [31 77:8 positive [51 25:9 preserved [lJ 12:19 81:23 85:2 94:7 77:10 78:4

properly [3J 16:24 118:20 I 18:23 120:15 president [10) 12:24 103:22 105:8 111:17 psychosocial [11 143:23 112:18 129:15 134:17 37:20 123:1 83:12 13:21 14: I 27:16

positively [lJ 14:14 39:8 59:7 86:22 135:8 136:1 141 :5 properties [lJ 5:10 public [42) 1:2 possessing [lJ 25:22 139:3 145:12 150:13 processes [41 32:12 proponent [lJ 66:10 2:2 2:13 3:3

62:ll 71:22 102:3 proposal [HJ 3:1 3:10 4:17 9:5 possibility r11 65:22 press [1J 137:13 Procreative r11 149:22 8:24 14:9 14:17 9:7 9:13 10:16

possible r111 pressure [lJ 16:6 20:14 productu1 105:4 21:15 21:20 21:21 10:18 14:6 14:10

31:14 48:21 58:19 pressures [lJ I 16:24 21:23 46:23 120:17 17:24 31:16 31 :18 62:14 116:13 119:7 presumptive r11 productive r21 20:13 121:13 77:23 80:3 89:24 122:11 134:9 136:6 72:2 118:6

proposed [llJ 91:8 115:17 119:20 10:13 139:7 pretty[3J 86:14 profess [lJ 137:6 46:13 68:7 120:10 120:5 120:9 120:21 possibly [4J 43:23 101:11 132:18 professional [lJ 120:14 121:17 122:5 129:6 131 :21 132:4

45:20 135:4 152:17 prevalent [lJ 82:18 15:12 124:16 125:7 129:18 136:1 137:23 137:24 Post[4J 1:10 3:14 professionals [11 135:13 138:11 140:14 150:9

prevent [lJ 152:21 153:22 154:12 15:20 proprietary [ll 68:22 151:2 153:4 153:8

post-closing r11 previous [2J 14:10 profit [33J 3:2 153:11 153:16 154:5 86:22 prospects [lJ 48:4 154:10 154:11 58:8

previously £81 5:20 5:21 7:3 protectr21 5:8 public's [2J posted [lJ 68:24 18:20 11:14 11: 15 ll:16 5:8

21:13 27:18 30:14 11:24 12:1 27:22 18:13 136:17 potential r11 12:3 31:2 32:8 103:23 31:2 39:24 81:8 protection r11 97:22 pulled [lJ 51:4 43:14 88:23 111 :7 116:4 81:18 81:20 92:3 protections [lJ 136:12 purchase [ll J 111:16 128:1 131:2 1:6

potentials [IJ price r21 46:14 63:6 92:9 92:15 117:21 protocol r11 62:11 2:5 32:17 46:14

111:10

Index Page 14

Multi-Page™ purchaser - resources 63:6 63:7 88:5 36:19 67:8 67:8 reassured [21 86:11 137:11 148:7 remove[!] 99:10 122:5 124:17 125:7 122:11 142:6 149:8 86:15 referred [11 2:22 removed[2J 99:16 128:7 quote [3J 133:8 rebuilding [IJ 119:8 referring [I J 68:6 99:24

purchaser [2J 3:21 133:22 137:12 receive [3J 55:19 reflected [lJ 5:7 removing [IJ 101:6 6:6 RAC [IJ 137:20 57:1 125:23 regard[!] 120:14 remunerative r11

purchases [2J 38:11 race [2J 132:2 132:8 received [9J 6:8 regarding [21 12:20 130:24 127:7 racial [IJ 131:20 8:6 8:12 29:24 103:3 renewed[!! 27:8

purpose[•J 5:15 raise [5J 9:16 130:4 30:2 56:10 67:2 regardless [31 renovate [I 1 53:17 5:18 5:21 13:12 143:14 143:16 17:23

137:6 145:19 150:6 receiving [3J 64:2 21:3 117:20 renovation [I 1 103:19 purposes [14J 3:2 raised[!] 30:14 regards [JI 67:15 repeat[2J 151:7 5:10 5:11 5:13 67:5 126:7

5:16 6:13 6:17 raises [IJ 128:21 recent [2J 53:8 region[201 13:20 151:14 7:24 91:19 91:20 ran [IJ 80:21 72:6 28:6 29:5 29:18 repeated [I J 126:9 92:6 92:9 92:16 range[JJ 44:21 recently [4J 16:10 30:5 36:3 37:19 replace [JJ 52:20 110:17 rapidly [2J 34:2 18:20 36:3 146:1 38:17 76:19 77:3 replacement [1141: I 77:8 101:22 116:9 pursuant [3J 3:3 135:20 recognition [31 29:22 116:15 116:17 117:8 replenish [3J 22:23 3:16 69:5 rates [II 146:4 67:3 139:19 120:7 120:13 140:21 24:6 82:20

pursue [lJ 108:9 ratheq11 16:19 recognize [4J 42:23 140:22 reportrs1 53:6 purvieW[IJ 142:7 rating [I] 81:3 47:12 78:3 135:20 regional [llJ 17:14 53:8 53:11 53:21 put [!BJ 25:5 26:24 ratio [IJ 26:21 recognized [4J 29:23 19:4 43:19 44:1 66:19 73:19 96:24

26:24 40:5 40:23 67:1 70:22 139:16 70:7 70:11 110:10 141:6 51:12 53:12 64:20 rationale [JI 43:1

47:24 118:17 120:6 140:17 reported [II 3:14 72:19 80:2 80:22 rationalize [IJ 71:17 recognizes [IJ

140:19 reporter [II 9:17 83:5 88:7 90:15 Rawlings [IJ 131:14 Recognizing [II regularp1 126: 16 Reporting [41 1:10 128:12 130:4 143:21 120:17

razor [IJ 123:24 record [25J regulate [21 34:11 3:14 153:22 154:12 152:20 7:22 putting [4J RE[11 154:1 7:23 8:3 8:7 149:12 reports [IJ 134:16 25:11

reach[3J 24:10 8:14 8:14 8:19 regulated [21 31:17 represent [2J 5:8 25:24 39:14 149:12 qualified [21 27:10 67:21 10:5 27:16 30:22 31:21 136:19 66:15

read [5J 7:21 102:1 49:19 51:23 52:2 regulations [JJ 125:14 representation [lJ 66:16 133:8 142:16 150:10 68:12 68:13 68:17 regulators [2J 31:9 18:6 qualify[1J 25:9

reader[1J 126:10 114:20 114:24 116:5 31:24 . representative [21 qualitative [IJ 64:8 119:8 121:2 135:18 reading [21 129:15 153:10 153:12 153:14 reimbursement [4J 62:12 147:15 quality [4BJ 11 :6 133:21 recorded [I 1 32:15 34:17 34:18 representatives [31 13:19 16:7 16:23 3:14 ready[3J 25:10 125:13 46:18 46:19 62:7 19:11 19:24 20:8

51:14 119:20 recovery p 1 141 :I reimbursements [IJ represents [3J 47:17 22:16 24:24 25:23 recreate [I J 44:2 117:1 26:7 26:17 26:21 real [BJ 85:5 87:7 120:7 120:14 27:8 31:14 32:20 128:3 128:23 129:4 recruit [HJ 22:16 reinvesting [ll 40:3 reprioritize [IJ 53:9 33:3 33:3 33:16 129:4 129:21 141:11 23:3 23:8 23:15 reject [2J 135:12 46:20 23:21 82:11 108:12 reps [IJ 34:22 34:22 36:7 real-time [11 50:18 108:13 109:5 126:14 136:23 reputation [IJ 122:10 38:13 45:10 48:9 realities r21 73:3 126:19 relate [3J 6:17 request[2J 112:22 48:21 48:23 50:12 84:2 6:20 76:20 56:17 60:24 61 :I recruited [II 23:5 140:1

realizing [IJ relates [II 28:23 90:6 107:17 117:22 127:24 recruiter [IJ 110:8 requested [21 4:6 118:8 120:23 122:10 really [37J 6:2 recruiters [4J 37:10 relating [l J 79:1 68:16 124:5 132:1 132:9 22:21 22:22 22:24 37:10 110:10 110:13 relationship [5J 25:22 requesting [11 112:21 132:13 136:16 139:3 26:4 26:16 27:5

recruiting [4J 37:3 61:2 92:2 93:3 require[2J 72:3 144:2 144:4 144:13 31:13 31:15 32:9 102:5 109:3 110:4 110:8 101:4 145:2 150:21 32:17 32:18 34:3 relationships [IJ 34:14 34:23 37:23 recruitment p11 required [2J 31:19 quarterr11 128:16 32:3 40:1 62:10 65:5 12:14 37:9 108:4 31:20 quarterly [I J 31:19 71:22 77:23 82:10 108:7 108:18 108:24 relatively [21 22:15 requirements [21 questioning [5J 52:3 82:23 83:14 91 :21 110:1 110:2 110:3 32:14 74:7 100:4

70:19 111:11 113:24 94:24 98:23 103:8 110:12 110:14 releaser11 137:13 requires [31 2:23 114:1 105:7 106:7 116:15 recruits r11 23:22 relentless [11 20:10 25:4 67:24 questions [121 38:15 131:3 133:13 135:9 recs [IJ 108:23 relevance r11 141:7 research [2J 94:23 38:18 51:15 51:21 136:4 146:22 152:14

reduce [3J 126:5 religious [14J 12:19 130:20 70:1 78:19 79:13 reason [131 22:20 139:12 139:14 12:21 17:12 45:2 reservation [IJ 140:3 102:22 103:1 103:3 54:16 64:1 73:6 reducing [IJ 74:6 79:7 79:11 128:1 142:5 85:3 99:11 99:23 19:10

96:23 97:2 reserver11 63:7 95:11 Questions-Applicants 99:24 101:23 124:12 reductions r21 16:8 98:20 101:4 101:15 residency Pl 15:11 [!] 154:7 128:10 130:10 132:7 142:8 146:15 resident [IJ 151:12

quibble [IJ 106:9 reasonable [IJ l 8: I redundant [IJ 126:6 relocate [I J 121:13 residents [3J 116:14 quick [IJ 26:15 reasons [BJ 49:4 refer [2J 67:4 148:5 relyr11 119:16 118:9 138:21 quickly[•] 26:3 58:19 58:24 59:1 reference [l J 7:24 remain [41 6:11 residual r11 17:5

30:13 62:14 80:20 59:14 123:6 125:7 referenced r21 38:24 12:7 125:11 145:17 resonated [II 37:2 Quinnr•l 127:14 135:13 91:14 remarksr21 5:12 5:5 resources c111

131:8 131:9 131:9 reassurances c11 referencing [lJ 69:15 154:9 16:20 20:5 21:8 quite l•I 24:7 36:8 56:10

referral [3J 3:24 remember r11 23:19 27:3 35:5 42:1

Index Page 15

Multi-Page™ respect - signed 37:8 76:9 92:5 rights [5J 4:7 San c•J 40:19 40:24 149:16 149:17 153:5 127:6 127:9 128:8 92:8 107:16 119:7 67:14 67:17 68:1 41:5 49:12 94:12 153:10 129:8 129:21 130:22 120:18 121:5 125:18 ll5:3 95:10 seeingc5J 48:3 140:13 140:22 141:8 127:7 Rio [I] 49:13 sat [IJ 81:7 84:12 84:13 144:12 141:14 141:18 141:20

respect c111 5:19 risk [IO] 33:21 36:19 satisfaction [II 63:4 153:18 142:3 142:9 143:14 6:18 7:2 45:2 36:21 40:5 70:7 satisfied [IJ seek[3J 54:1 70:8 144:14 146:1 148:20

46:16 84:2 92:17 93:19 70:ll 92:7 115:8 80:10 148:23 149:9 149:15 97:2 97:22 97:24 ll7:9 142:11 satisfy [4J 17:3 servingr•J 16:4

56:20 86:2 112:22 seem c21 36:8 65:14 98:24 riverc11 110:2 20:14 42:15 !07:21

respected [IJ 45:6 save [2J 152:5 152:6 segmentc11 121:10 135:23 137:9 road l'l 46:24 95:3 savedc21 segments [I J 64:15 response [4J 58:15 95:20 130:16 session [IJ 137:20

63:21 67:13 79:7 robnst[2J 143:19 selected [1 J 41:14 set c101 33:1 33:2

responsibilities [lJ 15:10 savings [2J 25:7 selecting [IJ 6:5 57:21 59:17 69:24 37:18

98:9 robustlye11 83:7 sell [5J 6:3 80:4 70:22 74:1 78:22

responsibility [9J 26:3

saw [2J 67:5 81:23 80:14 85:10 146:11 114:14 131 :4

15:4 18:8 30:8 role [13J 5:2 5:7 says [IJ 130:7 send [I] 40:8 sets c11 129:12 5:7 5:11 7:2 49:15 49:15 85:23 18:7 49:14 96:13 scale [•J 32:12 47:14 sending [IJ 138:7 setting l•J 21 :I

86:3 116:12 141:3 100:19 101:13 120:19 47:15 48:12 107:23 senior[4J 27:16 21:8 53:13 53:15 responsible [IJ 35:19 120:24 135:21 125:19 39:8 59:7 118:5 58:11 109:4

responsibly [lJ 6:3 roles [21 96:ll 96:12 scenarios [lJ 102:11 sense [4J 46:9 settlement c21 67:21

restricted c21 63:6 roll [I] 64:18 schedule [I J 67:5 87:24 107:15 109:13 67:24

141:15 room [5J 37:15 44:14 Schneideq101 20:20 separate [2J 107:7 settlements [2J 67:23 137:3 restructuring [2J 50:19 128:3 136:2 22:1 22:2 22:3 110:3

28:13 28:15 22:7 37:1 37:21 series [IJ 41:15 seven[4J ll:l l

resubmitted [IJ 69:20 roots [IJ 126:24 52:24 82:4 84:23 30:16 119:]] 132: 15 ropes c11 47:23 scholarships [IJ

senous [3J 78:5 several [lOJ 21:19 result £21 46:14 128:21 145:4 119:1 rotate [IJ 97:18 94:21 seriously [4J

26:16 30:4 30:19 round [lJ 123:12 School [2J

15:5 41:16 43:20 47:18 resulted [IJ 59:1 29:]] 77:8 78:1 !06:21 86:17 94:22 145:13 resulting [21 7:3

roW[I] 29:22 29:14 serve [13J 3:10 severely [2J Rowthorn [I4J 4:9 scoped c11 113:8 141:15 17:5 15:2 17:7 40:4 141:15

results [4J 36:3 4:11 4:12 69:2 SCOre[I]59:14 43:6 43:18 49:18 Shada[IJ 79:13 85:7 85:18 86:8 73:1 130:22 146:2 score's r11 60:8 116:10 117:9 133:5

retain [2J 87:12 91:13 92:1

scorecard [IJ 133:6 133:17 139:9 shape [IJ 62:!0 19:22 93:18 94:3 95:4 38:19

served[6J sharec2132: 19 50:19 37:13 149:19 scores c•J 58:17 5:12

retaining [I J 146:19 RPO £7l 67:15 58:20 59:2 59:22 16:18 22:10 36:8 shared [2J 25:7

67:16 93:6 135:5 139:22 retains [II 99:9 67:17 67:19 68:3 59:23 60:18 61:10

shareholders [IJ retired [3J 68:3 68:4 62:22 132:17 serves [SJ 4:20

142:20 screening c21 5:17 43:20 120:6 5:19

143:5 144:21 ruled [IJ 8: 15 93:8 120:19 sharing [IJ 93:9 136:12 retirement [lJ 17:l rules [IJ 124:1 service [39] l:IO SHEARIN[5J 8:21 screemngs [lJ 94:21 return [IJ 137:10 run [IOJ 11:24 13:1 15: 11 15:16 20:23 68:18 95:13 95:16 revenuer11 121:14 24:23 39:24 40:6 scrutiny [lJ 31 :18 33:14 33:14 33:15 115:14 revenues [lJ 15:22 42:5 63:15 63:16 search [2J 23:6 33:19 33:23 35:3 sheet[3J 40:16 50:16 94:6 152:17 25:16 52:20 67:18 71:14. revcrse[1J 147:21 running[2J 71:19 72:14 72:21 119:22

12:17 seat [IJ 94:8 revieW[3J 7:13 84:11 85:15 92:8 sheets [2J 9:8 99:12 seats [IJ 114:23 14:8 74:21 105:17 105:18 !05:20 9:9

rewards [2J runs [2J 7:15 45:21 second[7J 10:24 !05:21 105:22 !06:7 shift [3J 64:5 67:10 34:15

34:20 sacraments [2J 97:11 97:4 101:5 130:9 114:2 122:18 122:22 90:18

Reynolds [II 97:16 135:4 135:18 137:1 123:8 125:9 134:22 shipping c11 42:11 86:22 safe [IJ 78:6 secondary [lJ 48:20 135:23 135:24 141:23

rheumatologist [IJ safeguarding [IJ secondly [2J 145:2 148:7 150:3 shoot c11 73:22 23:7 42:4 short [IJ 57:5

6:20 65:!0 153:22 154:12 rhythmc11 123:6 safeguards [IJ 3:23 secret [lJ 137:20 serviced[IJ 126:3 shorterr11 132:12 right [46] 7:12 safely [IJ 6: l l section [3J 3:4 SCTVICeS [64] 3:14 shortly [11 124:13

9:17 20:24 20:24 safety [BJ 9:7 115:18 5:16 14:22 15:3 ShOW[3]33:12 98:1

21:1 23:2 23:4 15:2 15:9 15:12 15:15 136:14 24:8 24:19 38:4 16:23 20:8 32:20 Sections c11 3'16 16:9 18: 1 28:12 shows [2J 64:2 39:7 53:5 54:2 49:10 49:11 49:12 sector[IJ 129:8 32:17 33:10 33:10 143:3 55:9 58:10 58:11 58:20 59:2 59:21 see [33J 10:21 11:17 34:10 34:10 44:21 60:10 60:10 63:20 59:23 60:8 99:20 23:14 33:1 40:10 53:2 56:8 58:3 shut [I] 71:8 66:1 69:10 70:18 sale [21 4:17 6:10 51:9 54:1 60:7 71:11 74:2 74:6 side [6J 27:23 38:21 75:22 77:22 79:9 Salton [111 7:14 62:1 65:8 67:7 74:10 75:9 75:14 38:23 41 :I 94:6 79:12 87:5 87:5 102:24 103:24 104:9 67:11 72:24 73:6 76:12 76:13 76:18 143:23 90:21 95:4 96:17 104:16 104:23 105:9 82:19 93:!0 94:10 77:8 85:12 97:13 sides [lJ 40:6 100:3 108:5 111:24 106:5 106:19 107:3 95:18 99:12 106:2 97:20 98:15 116:9 sign [I] 151:3 116:16 118:11 119:2 107:6 107:18 108:2 124:17 131:3 134:6 121:24 122:23 123:11 126:18 132:5 133:19 108:6 108:16 109:23 139:22 141:2 143:10 125:20 125:22 126:2 s1gnage[1J 98:18 143:6 143:11 144:20 110:15 143:17 143:20 145:16 126:13 127:2 127:4 signed c21 119:24 145:13 145:14 151:5 137:8

Index Page 16

Multi-Page™ significant - support significant [111 4:19 42:5 42:19 81:13 68:19 87:14 118: 11 State-wide [IJ 135:5 strictly [2J 55:20

13:10 17:5 20:5 148:5 148:21 149:6 125:21 statement [IJ 10:1 144:8 40:18 41:23 52:15 149:10 149:15 spoken [3J 21:17 states l•l 11:16 strides [IJ 139:12 ll3:8 117:3 118:20 sometime [I J 27:24 127:23 141:18 29:21 31:5 33:11 strike [IJ 69:11 121 :14

significantly [IJ somewhat [IJ 72:3 sponsor[!] 66:19 35:22 39:2 94:8 stroke [2J 139:18 somewhere [6J 44:15 spot [tJ 135:10 119:4 119:9 139:20 77:13 49:1 88:]] 122:18 square [2J 41:19 statewide [IJ 145:13 strong [llJ 12:10 s1gnmg[1J 137:14 144:3 148:9 41:23 stations [IJ 56:9 17:18 40:16 45:14

signs [IJ 97:23 soon [IJ 62:4 St[8J 2:17 2:19 status [71 30:4 50:15 50:15 50:16 signup [3J 9:8 sophisticated [I J 18:16 26:16 29:12 30:6 30:8 30:13 108:3 ll6:6 120:23 9:9 119:22 16:19 30:6 ll8:1 154:1 30:15 132:10 148:22 128:9

similar[7J 18:19 sophistication [2J stabilize [IJ 44:5 statute [5J 2:22 stronger [IJ 116:16 95:19 99:13 101:13 83:3 83:14 staff [361 3:11 10:15 107:24 136:23 strongly [4T 68:9 113:22 ll9:8 136:8 sorry [111 57:18 7:21 15:18 16:13 140:24 120:10 122:6 135:12

similarity [IJ 11:1 58:13 60:12 62:24 16:13 17:24 22:9 statutes [4J 3:4 structure [8J 36:12 similarlye11 51:13 75:19 78:13 110:21 22:17 22:21 22:22 3:7 3:17 92:23 45:10 57:16 57:19 simplification [IJ 110:22 142:24 149:19 35:20 36:6 36:]] statutory [2J 4:1 62:2 84:2 84:3

85:9 151:]] 37:3 37:13 38:12 141:3 84:22

Simply[5] 122:16 sort [51 57:10 70:19 43:16 45:13 45:24 stayc11 7:9 structured [I J 94:10 51:13 61:21 62:15 124:2 128:]] 128:15 79:5 105:12 108:16 staying [21 83:2 struggling [IJ 93:16 62:18 71:23 88:5 130:24 sound[IJ 80:1 97:15 98:19 99:3 86:15 studied [2J 45:17

single [8J 23:14 source [2J 54:3 102:14 109:13 ll0:12 stays [IJ 49:10 53:11 83:8 83:15 107:20 54:10 123:1 128:13 141:19 step [21 81: 11 102:4 studies [2J 126:9 109:20 110:4 123:14 South[!! 150:1 143:13 150:2 steroids [IJ 36:17 126:17 150:4 space[2J 37:6 staffs [2J 72:16 study [5J 123:5

Sisters [IJ 18:16 53:2 116:23 Steve [3J 22:1 136:14 136:14 140:20 22:2 22:3 sit [2J 95:22 115:21 speak[I4J 9:8 stage [IJ 129:15 Steven[4J

141:4 3:13 site [IJ 97:19 45:16 48:22 52:11 Stamford [2J 122:2 8:2 8:3 52:4 subject[5J 31 :17

sits [IJ 102:11 57:4 59:5 115:10 122:3 stewards [IJ 92:8 103:21 105:7

115:19 118:22 119:21 6:2 105:15 sitting [71 38:16 132:22 140:9 150:10 stand [71 9:16 still [I4J 22: 19 23:7 submission [IJ 59:15 39:6 86:7 94:8 151:3 51:14 83:4 115:21 56:20 73:9 94:13 101:23 110:8 123:17 115:22 126:20 143:6 submit[!] 10:2 speakers [IJ 140:11 standard [2J

94:14 100:5 108:11 submitted [3J situated [IJ 37:18 62:10 124:4 133:11 143:10 131:11

situation [71 79:5 speaking [IJ 56:12 90:23 143:18 147:19 148:14 131:11 141:6 79:6 79:8 85:4 speaks [IJ 119:9 standardization [2J Stock [IJ 146:14 subsequent [IJ 138:17 89:13 95:10 141:8 specialists [3J 25:2 43:23 62:10 stood [!J 85:10 subsidiary [IJ 107:9

situations [IJ 36:24 25:14 82:23 standards [4J 17:20 stop [IJ Substance [21 75:8 104:7 six [IOJ 23:3 29:1 specialized [IJ 126:16 129:12 136:11 136:12

story[IJ 41:19 75:11 40:21 41:19 46:20 specialties [2J 23:9 standing [IJ 124:13 successful [3J 23:20 50:20 73:14 86:24 24:4 standings [IJ 132:21 straddle [I J 35:5 30:20 35:23 147:17 147:19 specialty [2J 15:15 standpoint [2J 117:11 strain [IJ 79:23 successfully [4J

size [3J 36:20 38:8 41:17 117:12 strategic [25] 11:3 23:5 31:6 36:2 117:8 specific [71 16:14 stark [2J 79:20 108:23 12:12 16: 11 18:10 36:19

sizes [IJ 125:4 70:7 90:9 90:9 18:19 18:21 18:24 such l•l 42:14 67:17 starkest [IJ 88:7 skill [IJ 35:4 91 :16 91:19 96:22 20:3 20:6 52:13 117:10 125:16 125:17

specifically [121 start [12J l0: 17 25:19 52:22 53:9 56:11 135:18 145:23 147:5 slide [6J 29:15 29:16 43:2 43:7 44:18 57:8 68:12 72:6 30:3 39:24 41:24 3:17 29:16 29:19 52:3 52:5 56:14 74:13 78:17 80:16 suddenly [tJ 99:14 44:9 38:18 46:12 63:11 62:14 85:2 120:1 80:18 81 :I 81:22 suggest[1J 79:23

slides [ti 26:11 76:19 87:17 88:1 144:10 84:23 111:17 112:17 suggesting [3J 105:9 96:11 126:14 139:17 sliding [IJ 122:16 specification [21 started [8! 12:5 Strategical [IJ 68:21 105:15 105:15

Slocum[IJ 18:15 56:2 56:3 18:15 28:1 61: I strategy [8J 11:5 suit [IJ 39:7

slug [IJ 30:24 specifics [21 61:3 81:22 86:5 12:11 39:11 58:1 suitcases [IJ 40:7 34:7 101:20 74:18 89:2 89:15

small[6! 23:13 35:8 starting [2J 87:10 109:17 Sullivan-Wiley [2J 23:17 38:5 82:14 spectrum [I J 123:15 140:7 140:8

88:9 Street [4J 2:7 83:8 125:10 speculate [IJ 100:7 state [32] I :I 41:11 136:2 145:24 SUID[I] 47:21 smootltly [I J 32:23 spend[5J 13:8 2:2 4:13 19:12 strength [IJ 81:13 summarize [IJ 110:16 sneak [IJ 137:20 84:21 96:2 113: 17 26:20 31:22 31:24 strengthen [IJ 138:1 summary[2J 28:15 social [2J 132:6 116:18 34:24 36:17 37:11 60:18

132:21 spending [2J 13:14 37:22 49:16 51:5 strengthening [1 J superb [tJ 36:8 20:7 socioeconomically [IJ 138:12 77:10 82:15 107:22 supplies [IJ 24:16

108:1 121:2 122:21 strengths [I J 32:10 41:3 spent [5J 12:2 supply [3J 24:6 123:3 125:3 125:12 strenuously [Il 137:6 solelye11 92:6 40:22 86:24 88:11 130:1 134:21 135:3 104:3 124:1 solo [IJ 122:2 88:16 135:11 135:14 136:6 stresses [IJ 85:14 support [201 14:13 solution [IJ 58:10 spiritual [IJ 97:9 136:7 137:16 146:4 stretch [!J 24:5 14:17 15:14 17:15

someone[•] 12:14 spoke [5J 56:21 149:17 stretches [IJ 141:16 17:17 17:18 21:23

Index Page 17

Multi-Page™ supportive - two 40:10 42:7 81:2 15:10 15:15 127:21 thin [lJ 123:24 too [71 27:17 41:22 34:9 60:5 81:2 83:17 116:6 team [8J 28:16 43:21 thinking [SJ 18:19 55:7 82:21 130:12 transportation [I 1 116:7 122:5 125:6 75:7 83:17 86:13 23:21 24:14 82:7 135:22 145:20 93:8 136:7 140:2 142:18 89:23 96:21 102:9 93:21 took[4J 25:16 81:10 transported [l J 93 :9 150:15 teams [21 39:15 third [l] 124:3 81:11 101:22 trauma [lJ 15:6 supportive [lJ 121:17 73:12 thorough [21 16:11 top [•l 29:21 29:23 travel [lJ 153:8 supports [21 120:10 technology [8J 25:17 72:12 31:20 31:21 33:2

traveled [3J 41:18 56:18 130:7 95:3 121:9 37:22 122:24 149:17 thought[4J 19:5 138:6 118:4 118:16 supposedly [lJ 151:24 149:20 149:21 149:22 47:13 79:16 80:23 treasure [lJ 17:10 150:4 topics [IJ 79:15 surgery[3J 121:23 thoughtful [1 J 16:11 topnotch [lJ treatment [4J 25:4 123:10 143:9 television [IJ 143:3 thousand [3J 123:10 120:8 26:14 26:14 123:9 surgical [21 121:23 ten (121 11 :3 30:14 145:14 149:7 total [6J 19:10 46:22

122:2 40:22 50:8 61:4 54:8 88:20 111:21 treatments [lJ 149:23 80:17 85:1 thousands [lJ 138:13 111:22 tremendous [lJ 16:6 surprise [IJ 128:4 61:9

101:20 132:18 139:5 threat [IJ 78:5 totaled [IJ 88:20 Tricare[IJ 69:17 surrounding [2J ll 7:23 142:8 three [13] 22:12 totally [11 133:10 tried [lJ 137:20 132:20 46:18 46:19 51:7 ten-minute [21 51 :21 touch [IJ 28:21 Trip [11J27:14 27:16 sustain [31 36:21 94:13 117:13 125:1 41:12 124:15 114:19

132:11 132:19 136:19 tour [lJ 118:18 30:10 35:10 35:24 sustainability [41 Tenet's [17] 17:11 145:3 147:16 148:23 toured[11 12:23 39:18 46:11 66:9

17:15 17:16 18:19 73:8 86:16 87:4 47:21 47:24 48:8 30:22 32:24 55:1 thrive [IJ 16:4 toward[1J 78:24 Trip's [21 39:17 117:7 57:9 63:16 107:11 through [271 8:4 towards (121 20:20 73:21 sustainable [31 23:24 118:9 118:20 122:5 16:15 21:9 28:12 52:5 52:15 53:19 trouble [31 144:15 34:4 48:16 124:16 131 :2 138:6 37:8 43:23 48:10 53:21 54:7 58:14 Swan [3J 134:13 138:8 48:13 56:18 66:17 84:10 88:16 105:11 144:16 145:4 134:14 134:19 tenn [lJ 100:3 66:23 72:6 72:10 128:2 145:21 true [IJ 103:7

SWOffi[2] 9:17 tenns [30J 6:6 72:20 73:3 75:1 town [2J 41:1 41:3 truly [SJ 26:4 26:17 9:20 26:7 27:7 78:20 89:21 94:7

towns [SJ 117:23 27:2 27:6 82:12 6:7 96:5 97:18 100:13 symbols [lJ 98:18 27:8 27:9 28:24 120:7 132:20 132:20 Trumpsted [IJ 103:14 129:18 134:2 134:3 system[32J 1:4 37:1 49:17 49:18 136:1 143:22 140:23 trust [IJ 31: II 2:18 2:19 4:3 57:14 57:20 57:23

throughout [!OJ 14:22 track [SJ 6:13 30:22 trustedr21 19:14 10:12 10:14 14:2 66:10 68:8 88:19 49:19 119:8 121:2 19:15 91:21 100:19 103:13 15:16 19:15 19:17 15:22 17:9 21:4

103:19 103:20 107:15 42:4 64:22 66:5 traded[!] 31:16 trustees [41 35:14 24:12 30:24 34:19 89:16 119:9 134:21 tradition [IJ 26:22 35:20 78:21 148:14 34:20 36:15 38:6 109:8 127:1 133:2

Truthfully Pl 133:2 137:2 137:3 throw [11 142:2 traditional [l J 5:6 100:24 40:20 40:23 41:9 43:14 48:1 62:8 138:7 151:20 tie [IJ 113:16 train [11 122:24 try [8] 5:4 7:5 70:21 85:1 94:17 terrific [IJ 20:15 tied [21 91:18 136:13 trained [3J 22:17 23:15 83:9 87:8

107:10 113:16 138:1 95:14 95:14 110:5 testified [21 9:21 timeframe [4J 61:23 22:17 126:14 116:17 120:24 124:10 103:14 62:3 112:1 114:4 training [l J 24:8 trying (121 23:3 154:1 32:15 64:6 81 :16 testifyr31 9:15 timeline [3J 55:13 transaction [28] 4:21 108:17 112: l 112:4 System's [2J 1:6 99:19 103:15 72:19 111 :4 6:9 6:24 10:13 112:7 133:8 137:18 2:6 testimony [2s1 8:13 times [BJ 28:22 13:10 13:18 15:21 138:3 146:11 systems (121 2:4 9:2 10:3 11 :8 31:5 32:13 32:14 16:24 17:4 32:7 Tucker[4J 127:16 10:3 11:13 11: 14 14:3 22:5 27:12 85:24 94:7 98:22 32:22 41:15 44:14 139:1 139:2 139:3 11:15 11:15 32:7 27:18 28:7 56:6 123:23 46:13 46:15 47:3 38:5 89:6 89:7 57:7 60:14 70:20 timing[IJ 55:20 62:4 62:16 turn [8] 4:8 30:11 117:18 122:6 82:10 104:1 71:21

85:21 86:3 39:18 44:9 49:5 77:4 79:19 table [13] 7:23 115:8 115:10 131:11 title [2J 105:4 106:14 89:19 89:23 91:8 50:23 75:16 136:18

7:24 8:19 9:10 131:12 140:18 142:18 tobacc0[2J 18:4 114:10 116:6 116:14 turned r21 45:18 25:21 27:4 52:6 142:18 154:6 154:8 76:15 transactions [3J 88:10 58:9 58:10 63:3 testing [41 25:3 todan2s1 10:21 112: 17 117:17 117:19 tuming[2J 44:4 75:16 114:6 119:23 94:21 123:9 126:7 14:11 14:16 22:20 transfer [21 2:18 58:14

tables [IJ 63:23 Texas [71 40:19 28:19 47:23 50:10 79:6 twelve r21 36:1 tactic [2] 109:18 41:5 42:11 49:12 51 :I 70:12 70:13

transferrable [lJ 50:8 71:19 72:21 98:5 109:18 49:13 65:19 148:15 98:11 two [411 29:9 32:9 98:5 98:10 103:15

taking [3J 86:19 thanking [lJ 10:17 104:1 108:2 116:4 transferred [3J 63:18 32:18 41:24 46:7 100:9 131:5 thanks [3J 73:8 121:18 121:22 134:15 125:23 126:4 46:19 60:19 71 :16

talent [IJ 37:1 95:6 101:18 150:6 151:2 151:18 transfers [1 J 126:6 72:14 77:7 77:14 79:2 84:11 84:14 talks [2J 75:5 133:24 theme[2J 34:8 today's [31 8:23 transfonn [3J 14:14 90:1 90:4 90:4

Tamenc11 86:9 39:21 10:22 120:15 19:16 84:24 91:11 102:3 103:2 target [3J 90:21 themselves [21 6:10 together [!SJ 25:5 transfonnation [IJ 110:18 110:24 117:7

90:24 133:4 71:20 25:12 25:24 26:24 35:6 117:12 127:23 129:15 taskedc11 90:5 therefore [3J 24:1 26:24 28:2 32:17 transition c11 20:19 132:19 133:12 134:6

taskforce c11 64:17 121:17 36:14 39:14 44:17

translates c11 99:3 134:16 135:2 135:13 11 :II they've[•l 6:4 58:6 69:18 84:18 135:23 136:19 144:15

tax [SJ 121:11 121:14 13:6 32:13 32:13 139:23 143:18 transparency [3J 145:3 147:13 151:19 138:11 138:12 152:15 59:17 60:5 72:8 TOID[4] 134:13 134:14 28:18 34:8 60:3 151:22 152:2 152:11

teaching [4J 15:10 94:22 119:24 134:19 138:24 transparent[3J 31:12

Index Page 18

type (91 36:5 37:4 38:1 42:22 98:9 138:15

types (6J 75:23 76:1 98:8 138:17

Typically [IJ U.S ltJ 137:12 UConn[tJ ultimate (21

105:16 ultimately (41

152:9 152:14 umbrella [tJ unable [2J

81 :12

36:21 39:4 136:5

36:23 89:14

108:20

51:8 33:14

109:2 152:18 109:20 58:17

uncertain [2J 82:22 123:22

under (tol 2:21 11:24 12:6 30:8 36:14 64:10 100:8 114:6 116:24 146:15

underfunded [!J 12:15

underinsured [!J 3:22

understand [2tJ 32:1 42:9 42:22 45:21 46:2 49:14 73:11 76:12 84:3 87:2 93:12 93:19 98:20 98:22 106:20 107:20 112:21 112:21 112:24 133:11 144:13

understands [tJ76:11 undertaken (11 88:9 undertaking [3] 24:19

83:8 134:18 undocumented [tJ

137:10 unfamiliarity [ll

126:10 unfunded (1 J 125: 13 unhappy [!J 99:12 uninsured [7] 3 :22

64:3 64:11 65:19 67:6 67:10 117:24

unique [3] 32:3 42:20 50:1

unit [IJ 77:10 United[6J 21:14

29:21 35:22 39:2 94:22 119:9

universal [!J 135:3 University[2J 22:18

29:10 unlike [tJ 48:3 unlikely[!] 101:5 unrivaled [IJ 137:2 unscrupulous (t 1

135:19 unsuccessful [IJ

80:11 unusual [IJ 32:24 unwavering[IJ 17:18

up [421 11:11 13:5 17:6 38:19 38:24 40:7 41:21 42:10 47:20 47:21 57:21 61:2 70:22 77:16 78:8 84:21 88:20 89:7 95:5 95:8 95:22 100:3 103:2 104:7 109:4 113:7 119:24 130:19 131:15 131:19 133:4 133:10 133:14 138:18 145:9 148:1 148:17 150:11 151:3 151:5 151:10 151:23

upwards [tJ 77:22 urban (21 127:20

132:18 urge[4J 119:16 130:24

135:12 150:21 urgent[6J 56:8

106:6 106:13 106:15 106:22 107:9

used (61 6:12 36:19 66:5 92:8 95:23 132:16

uses [2J 5:3 103:10 using[1J 35:22

66:18 66:18 72:12 131:3 131:3 152:6

utilization [tJ 104:10 Utilize l'l 76:3 utilizing [! l 127:6 vacuum(2J 72:3

107:12 Valley[lJ 49:13 valuable [!J 18:10 value(t4J 6:8

19:7 20:1 20:20 26:20 32:16 34:21 35:3 45:8 50:13 50:13 50:14 50:14 122:12

values [51 17:10 33:1 60:5 92:4 98:3

Vanguard (12] 10:3 30:24 32:7 32:8 32:14 38:6 86:5 86:6 86:7 86:15 86:21 117:18

Vanguard's [lJ 64:4 various [3J 67:1

97:10 125:2 vascular(IJ 29:24 vast [IJ 19:7 vehicle [21 108:7

108:8 venture[4J 54:19

67:20 79:21 95:23 ventures [21 31:7

67:18 verbal [IJ 131:11 Verbatim[IJ 2:1 versed[tJ 143:4 veto [IJ 147:18 viability [21 138:9

Multi-Page™ 150:16

viable [IJ vice [5J 12:24

39:8 59:7 view [3J 93:3

143:16 viewed[!] viewpoints [IJ vigorc1127:8 Vincent[9J

29:8 29:20 101:12 101:19 118:18 148:1

violation [51 148:3 148:5 148:10

vis-a-vis r21 138:2

vision (41 16:21 19:1

vision. [IJ

visit[IJ 11:19 visited [2J

12:22 vital [IJ 116:8 vitality [IJ volume(3J

125:11 27:16 139:3 99:1

99:2 141:2

12:22 77:6 102:2

101:4 148:5

92:3

12:13 57:8 81:2

11:16

21:16 34:17

98:23 34:18 60:1

voodoo l•l vulnerable [2J 41 :2

116:10 Wable[26J

13:23 13:24 52:12 53:7 55:24 56:3 56:13 57:3 75:19 76:4 76:11 79:3 85:17 86:18 91:24 96:16 143:12

Wahlerc11 walked [tJ

13:21 14:5 55:22 56:5 57:22 76:7 83:18 88:14 140:12

44:15 9:10

wall [4J 41:11 83:21 136:2 145:24

walls [71 88:2 88:12 89:3 89:5 89:17 90:9 103:9

wants [41 7:10 70:21 93:12 93:15

warmly (11 43:4 Waterbury's [IJ

121:10 ways [6] 14:17 36:18 108:12 144:18

website [2J

34:6 113:19

149:24 Webster[IJ weekends [I J weekly lll weeks[IJ welcome[2J

121:4 Wellmore [tJ

69:1

129:24 98:6 11:12 50:21 43:3

141:17

wellness [IJ 94:21 Wexleq2s1 17:14 28:4 28:5 28:9 29:5 35:10 43:2 52:11 54:5 55:14 66:3 73:8 73:16 73:20 74:4 74:21 75:13 76:17 76:24 77:18 78:11 78:20 100:22 101:17 112:6 112:10 112:14 114:9

whistleblower [2J 137:8 137:14

White [3J 53:7 53:10 53:20

whole [9J 24:4 27:9 92:20 94:24 103:11 105:16 110:5 130:12 142:16

wholeheartedly [IJ 140:2

widely[2J 61:5

willing [2J 90:12

wish[3J 9:8 119:21

wishes Pl 151:2 153:4

within [17] 37:11 45:11 61:13 66:19 88:2 89:17 96:21 98:3 103:11 112:7 134:23

without[7J 103:1 129:19

61:5

68:23

113:14

150:9

29:17 52:17 77:9 96:19 103:9 134:22

101:3 129:24 140:2 136:5 137:23

witnessed[IJ 118:19 witnesses (21 4:16

9:20 woman [!J womenr21

148:22 Worcester [21

148:1

44:15 137:10

77:10

Worchester [41 12:23 29:9 101:2 118:16

word [2] 47:21 74:5 words [2J 7 5 :20 75:21

workable [IJ 73:6 workaround [IJ 138:1 worked [71 27:22

38:3 38:5 38:6 44: 16 86:23 125:2

worker's [lJ 69: 17 workforces [IJ 144:1 works [IJ 96:21 worksheets [IJ 131:2 workups l•l 126:8 world [!J 34:2 world-class [IJ 116:17 worlds [IJ 32:18 worry(21 129:4

type - 'til

142:15 worth[3J

54:6 95:20 worthwhile [IJ woven r11 wrap [IJ 130:19 write [IJ9:9 written [3J

119:21 140:18 Yale[7J 22:17

67:20 68:4 68:8 68:13

Yale-New (2J 47:1

year(221 lO:l6 23:6 23:16 26:19 31: 1 32:21 40:11 47:7 52:19 117:12 119:11 123:7 126:22 138:14 147:2

years [57] 11:10 11:12 18:17 21:13 22:9 22:10 22:12 23:1 27:22 29:22 30:19 32:11 40:21 40:22 42:15 47:11 51:7 52:21 73:15 73:16 79:8 80:17 86:17 87:1 101:20 117:7 124:8 124:10 127:19 138:17 139:16 140:20 142:8 143:2 143:22 147:6 147:20 152:16

17:7

101:8 42:20

4:1

67:15 68:6

43:14

15:8 25:15 32:6 40:1 l 83:7 122:1 137:7

11 :3 13:7 21:20 22:11 26:16 30:1 34:3 40:23 50:8 60:19 79:4 85:1 88:8 119:14 125:2 139:5 142:8 143:3 147:13

yesterday (2s1 5:4 8:13 24:3 35:1 42:19 46:23 50:11 51:4 54:15 68:17 72:1 74:1 78:15 79:19 85:22 87:14 99:7 103:14 104:1 108:3 111:4 148:21 151:7 151:8 151:13 151:14 151:16 151:16

yesterday's (21 10:22 70:19

yet [6J 57:23 58:6 94:16 109:24 113:8 142:3

yield [tJ 24:1 York [2J 40:8 young['l

82:11 82:20 younger[IJ yourself [2]

59:5 Zinn [2J 4:9 'til [l] 7:7

146:14 24:8

32:14 56:23

4:12

Index Page 19

CERTIFICATE

I, Paul Landman, a Notary Public in and for the State of Connecticut,

and President of Post Reporting Service, Inc. , do hereby certify that, to the

best of my knowledge, the foregoing record is a correct and verbatim

transcription of the audio recording made of the proceeding hereinbefore set

forth.

I further certify that neither the audio operator nor I are attorney or

counsel for, nor directly related to or employed by any of the parties to the

action and/or proceeding in which this action is taken; and further, that

neither the audio operator nor I are a relative or employee of any attorney or

counsel employed by the parties, thereto, or financially interested in any

way in the outcome of this action or proceeding.

In witness whereof I have hereunto set my hand and do so attest to

the above, this 27th day of October, 2014.

Post Reporting Service 1-800-262-4102

Paul Landman President

Documents

Office of HEALTHCARE ACCESS · 10/16/2014 · 14 Office of the Attorney General and the Office of Health 15 Care Access identified by Docket Nos. OAG 14-486-02 and 16 OHCA 14-31927-486