Notice is hereby given pursuant to the Antitrust Procedures and Penalties Act, 15 U.S.C. 16(b)-(h), that the Amended Response of Plaintiff United States to Public Comments on the Proposed Final Judgment has been filed with the United States District Court for the Southern District of Ohio, Eastern Division in United States of America, et al. v. OhioHealth Corporation, Civil Action No. 2:26-cv-207.

Copies of the Public Comments and the United States' Amended Response are available for inspection on the Antitrust Division's website at www.justice.gov/​atr and at the Office of the Clerk of the United States District Court for the Southern District of Ohio. Copies of these materials may be obtained from the Antitrust Division upon request and payment of the copying fee set by Department of Justice regulations.

United States District Court for the Southern District of Ohio Eastern Division

UNITED STATES OF AMERICA and STATE OF OHIO, Plaintiffs, v. OHIOHEALTH CORPORATION, Defendant.

Case No. 2:26-cv-207

Judge Algenon L. Marbley

Magistrate Judge S. Courter M. Shimeall

Amended Response of Plaintiff United States to Public Comments on the Proposed Final Judgment

Pursuant to the Antitrust Procedures and Penalties Act, 15 U.S.C. 16(b)-(h) (the “Tunney Act” or “APPA”), the United States submits this amended response to the public comments it received regarding the proposed Final Judgment in this case. The United States received four comments about the proposed remedy, which are summarized and addressed below and attached as Exhibit A. This is an amended response to the United States' Response to Public Comments on the Proposed Final Judgment (“Response to Comments”), filed on October 20, 2026. (Dkt. 34). The United States has amended its response to address a comment that had been inadvertently omitted from its initial response. Other than this paragraph, references to the number of comments received, and the addition of the comment to Exhibit A, the only changes from the initial Response to Comments are on pages 12-13. After careful consideration of the submitted comments, the United States continues to believe that the proposed Final Judgment is in the public interest because it will provide an effective and appropriate remedy for the antitrust violations the Complaint alleged.

Specifically, the proposed Final Judgment will protect competition by, among other things, voiding the anticompetitive steering and transparency restrictions, prohibiting OhioHealth Corporation (“OhioHealth”) from seeking or obtaining such provisions in the future, and prohibiting OhioHealth from penalizing payors that engage (or are planning to engage) in steering, offer steered plans, or provide price transparency to their members.

After this response has been published in the Federal Register , pursuant to 15 U.S.C. 16(d), the United States will move that the Court enter the proposed Final Judgment. ( printed page 69866)

I. Procedural History

On February 20, 2026, the United States, along with the State of Ohio, filed a civil antitrust Complaint (Dkt. 1) seeking to enjoin OhioHealth's alleged anticompetitive steering and transparency restrictions. The Complaint alleges that OhioHealth engaged in anticompetitive contracting that reduced choice for consumers and prevented price competition for healthcare services in the Columbus area in violation of Section 1 of the Sherman Act, 15 U.S.C. 1.

On June 16, 2026, Plaintiffs filed the proposed Final Judgment, as well as a stipulation signed by all parties consenting to entry of the proposed Final Judgment after compliance with the requirements of the Tunney Act. (Dkt. 29-1, 29-2). On July 15, 2026, the United States filed a Competitive Impact Statement describing the proposed Final Judgment. (Dkt. 33).

The United States arranged for the publication of the Complaint, the proposed Final Judgment, and the Competitive Impact Statement in the Federal Register on July 23, 2026 ( see91 FR 46463 (2026)), and caused notice regarding the same, together with directions for the submission of written comments relating to the proposed Final Judgment, to be published in the Washington Post and The Columbus Dispatch from July 27, 2026, through August 3, 2026. The four public comments received in response are described below and attached as Exhibit A. The 60-day period for public comment has now ended.

II. Standard of Judicial Review

Under the Tunney Act, proposed Final Judgments, or “consent judgments,” in antitrust cases brought by the United States are subject to a 60-day comment period, after which the Court shall determine whether entry of the proposed Final Judgment “is in the public interest.” 15 U.S.C. 16(e)(1). In making that determination, the Tunney Act, as amended in 2004, directs the Court to consider the following factors:

(a) the competitive impact of such judgment, including termination of alleged violations, provisions for enforcement and modification, duration of relief sought, anticipated effects of alternative remedies actually considered, whether its terms are ambiguous, and any other competitive considerations bearing upon the adequacy of such judgment that the court deems necessary to a determination of whether the consent judgment is in the public interest; and

(b) the impact of entry of such judgment upon competition in the relevant market or markets, upon the public generally and individuals alleging specific injury from the violations set forth in the complaint including consideration of the public benefit, if any, to be derived from a determination of the issues at trial.

15 U.S.C. 16(e)(1)(A) & (B).

In considering these statutory factors, the Court's inquiry is necessarily a limited one, as the government is entitled to “broad discretion to settle with the defendant within the reaches of the public interest.” United States v. Microsoft Corp., 56 F.3d 1448, 1461 (D.C. Cir. 1995); United States v. Hewlett Packard Enter. Co., No. 25-CV-00951-PCP, 2026 WL 2349970, at *16 (N.D. Cal. Aug. 12, 2026); United States v. U.S. Airways Grp., Inc., 38 F. Supp. 3d 69, 75 (D.D.C. 2014) (explaining that the “court's inquiry is limited” in Tunney Act settlements); United States v. InBev N.V./S.A., No. 08-1965 (JR), 2009 U.S. Dist. LEXIS 84787, at *3 (D.D.C. Aug. 11, 2009) (noting that a court's review of a proposed final judgment is limited and only inquires “into whether the government's determination that the proposed remedies will cure the antitrust violations alleged in the complaint [is] reasonable, and whether the mechanisms to enforce the final judgment are clear and manageable”); United States v. Charleston Area Med. Ctr., Inc., No. 2:16-3664, 2016 U.S. Dist. LEXIS 145963 at *5 (S.D.W.V. Oct. 21, 2016) (“In evaluating whether the proposed final judgment is in the public interest, the inquiry is `a narrow one.' ” (quoting Massachusetts v. Microsoft Corp., 372 F.3d 1199, 1236 (D.C. Cir. 2004))).

Under the Tunney Act, a court considers, among other things, the relationship between the remedy secured and the specific allegations in the government's complaint, whether the proposed final judgment is sufficiently clear, whether its enforcement mechanisms are sufficient, and whether it may positively harm third parties. See Microsoft, 56 F.3d at 1458-62. With respect to the adequacy of the relief secured by the proposed Final Judgment, a court may not “make de novo determination of facts and issues.” United States v. W. Elec. Co., 993 F.2d 1572, 1577 (D.C. Cir. 1993) (quotation marks omitted); see also Microsoft, 56 F.3d at 1460-62; United States v. Alcoa, Inc., 152 F. Supp. 2d 37, 40 (D.D.C. 2001); United States v. Enova Corp., 107 F. Supp. 2d 10, 16 (D.D.C. 2000); InBev, 2009 U.S. Dist. LEXIS 84787, at *3. Instead, “[t]he balancing of competing social and political interests affected by a proposed antitrust [judgment] must be left, in the first instance, to the discretion of the Attorney General.” W. Elec. Co., 993 F.2d at 1577 (quotation marks omitted). “The court should also bear in mind the flexibility of the public interest inquiry: the court's function is not to determine whether the resulting array of rights and liabilities is the one that will best serve society, but only to confirm that the resulting settlement is within the reaches of the public interest.” Microsoft, 56 F.3d at 1460 (internal quotation marks omitted) (emphasis in original); see also United States v. Deutsche Telekom AG, No. 19-2232 (TJK), 2020 WL 1873555, at *7 (D.D.C. Apr. 14, 2020). More demanding requirements would “have enormous practical consequences for the government's ability to negotiate future settlements,” contrary to congressional intent. Microsoft, 56 F.3d at 1456. “The Tunney Act was not intended to create a disincentive to the use of the consent [judgment].” Id.

“Because enforcement by consent decree is an alternative to enforcement by trial or abandonment of the litigation altogether and often reflects the United States's assessment of litigation risk, a proposed settlement does not need to replicate the full relief that [the] United States sought in its complaint.” Hewlett Packard Enter., 2026 WL 2349970, at *17. The United States' predictions about the efficacy of the remedy are to be afforded deference by the Court. See, e.g., Microsoft, 56 F.3d at 1461 (recognizing courts should give “due respect to the Justice Department's . . . view of the nature of its case”); United States v. Republic Servs., Inc., 723 F. Supp. 2d 157, 160 (D.D.C. 2010) (noting “the deferential review to which the government's proposed remedy is accorded”); United States v. Archer-Daniels-Midland Co., 272 F. Supp. 2d 1, 6 (D.D.C. 2003) (“A district court must accord due respect to the government's prediction as to the effect of proposed remedies, its perception of the market structure, and its view of the nature of the case.”). The ultimate question is whether “the remedies [obtained by the Final Judgment are] so inconsonant with the allegations charged as to fall outside of the `reaches of the public interest.' ” Microsoft, 56 F.3d at 1461.

Moreover, the Court's role under the Tunney Act is limited to reviewing the remedy in relationship to the violations that the United States has alleged in its Complaint and does not authorize the Court to “construct [its] own hypothetical case and then evaluate the decree against that case.” Microsoft, 56 F.3d at 1459; see also U.S. Airways, 38 ( printed page 69867) F. Supp. 3d at 75 (noting that the court must simply determine whether there is a factual foundation for the government's decisions such that its conclusions regarding the proposed settlements are reasonable); InBev, 2009 U.S. Dist. LEXIS 84787, at *20 (“[T]he `public interest' is not to be measured by comparing the violations alleged in the complaint against those the court believes could have, or even should have, been alleged.”). Because the “court's authority to review the decree depends entirely on the government's exercising its prosecutorial discretion by bringing a case in the first place,” it follows that “the court is only authorized to review the decree itself,” and not to “effectively redraft the complaint” to inquire into other matters that the United States did not pursue. Microsoft, 56 F.3d at 1459-60; see also United States v. Alcan Aluminium, Ltd., 605 F. Supp. 619, 622 (W.D. Ky. 1985) (approving the consent decree even though the court would have imposed a greater remedy).

Further, “[i]n evaluating objections to settlement agreements under the Tunney Act, a court must be mindful that [t]he government need not prove that the settlements will perfectly remedy the alleged antitrust harms[;] it need only provide a factual basis for concluding that the settlements are reasonably adequate remedies for the alleged harms.” United States v. Iron Mountain, Inc., 217 F. Supp. 3d 146, 152-53 (D.D.C. 2016) (second and third alterations in original) (internal citations omitted). The Court's authority is essentially binary: it may approve a proposed final judgment that falls within the “reaches of the public interest,” or it may reject one that does not. Microsoft, 56 F.3d at 1461-62. “Short of that eventuality, the Tunney Act cannot be interpreted as an authorization for a district judge to assume the role of Attorney General.” Id. at 1462.^[1]

In its 2004 amendments to the Tunney Act, Congress made clear its intent to preserve the practical benefits of using judgments proposed by the United States in antitrust enforcement and added the unambiguous instruction that “[n]othing in this section shall be construed to require the court to conduct an evidentiary hearing or to require the court to permit anyone to intervene.” Public Law 108-237, 221, 118 Stat. 668-69 (codified as amended at 15 U.S.C. 16(e)(2)). This Court itself has held that the 2004 amendments to the APPA “do not enlarge the scope of the court's public interest review.” United States v. Fed'n of Physicians & Dentists, No. 1:05-cv-431, 2008 U.S. Dist. LEXIS 133904, at *5-6, *6 n.1 (S.D. Ohio Apr. 22, 2008) (citing United States v. SBC Commc'ns Inc., 489 F. Supp. 2d 1, 15 (D.D.C. 2007) (“[T]he Court cannot look beyond the complaint in making the public interest determination unless the complaint is drafted so narrowly as to make a mockery of judicial power.”)). As Senator Tunney explained: “The court is nowhere compelled to go to trial or to engage in extended proceedings which might have the effect of vitiating the benefits of prompt and less costly settlement through the consent [judgment] process.” 119 Cong. Rec. 24,598 (1973) (statement of Sen. Tunney). “A court can make its public interest determination based on the competitive impact statement and response to public comments alone.” U.S. Airways, 38 F. Supp. 3d at 76 (citing Enova Corp., 107 F. Supp. 2d at 17).

III. The Harm Alleged in the Complaint and the Proposed Final Judgment

The proposed Final Judgment resolves the United States' claim that OhioHealth has maintained provisions in its contracts with payors that (1) prevent payors from steering away from OhioHealth to incentivize patients to use less-expensive providers than OhioHealth and (2) inhibit payors from informing patients that less-expensive options are available. As alleged in the Complaint, these restrictions deprive Columbus-area consumers of the choice of lower-cost health plan options and reduce competition among hospitals in violation of Section 1 of the Sherman Act, 15 U.S.C. 1 (“Sherman Act claim”).

OhioHealth is a not-for-profit healthcare services corporation, with its principal place of business in Columbus, Ohio. OhioHealth owns or manages sixteen hospitals and outpatient facilities, physician groups, and other healthcare services throughout Ohio.

As alleged in the Complaint, OhioHealth is one of the most significant health systems in and around central Ohio. It uses its market power to extract restrictive contract provisions and high prices from payors. Those provisions, which include restrictions on tiered plans, narrow networks, steering, and price transparency, effectively prevent payors from offering consumers and employers the opportunity to pay less for healthcare at less expensive hospitals and providers. The restrictions also inhibit competition among hospitals because they limit the opportunity of hospitals with lower prices to gain more patient volume. Because the restrictions deter OhioHealth's competitors from competing by reducing prices, they protect OhioHealth from pressure to reduce its own prices. This inhibited price competition raises the cost of health insurance and results in patients and employers paying more for essential healthcare.

The proposed Final Judgment provides an effective and appropriate remedy for the competitive harms arising out of OhioHealth's alleged conduct. The proposed Final Judgment has several components, which OhioHealth agreed to abide by pending entry of the Final Judgment, as the Court ordered in the Stipulation and Order entered on July 2, 2026. (Dkt. 31).

First, the proposed Final Judgment voids any and all language in OhioHealth's contracts with payors that prohibits, deters, prevents, or penalizes steering, steered plans, or transparency. Second, the proposed Final Judgment prevents OhioHealth from seeking or obtaining new contract provisions that would prohibit, prevent, or penalize steering, steered plans, or transparency. Third, the proposed Final Judgment prohibits OhioHealth from penalizing or retaliating against payors that engage (or are planning to engage) in steering, offer steered plans, or provide price transparency to their members. Fourth, the proposed Final Judgment prohibits OhioHealth from requiring that it be included in the most-preferred tier of any benefit plan offered by payors. Finally, the proposed Final Judgment provides for the Court to appoint a monitor who will serve for five years and will have the power to investigate and report on OhioHealth's compliance with the terms of the Final Judgment.

Together, these requirements of the proposed Final Judgment will preserve competition for the sale of inpatient general acute care hospital services to commercial payors and their members in Ohio.

IV. Summary of Public Comments and the United States' Response

The United States received four comments about the proposed Final Judgment. The comments do not question the adequacy of the proposed Final Judgment to remedy the detrimental effects of OhioHealth's restrictions on steering and transparency that are at the core of the Sherman Act claim. Rather, each of the four comments relates to facts or events ( printed page 69868) outside the scope of the conduct challenged under the Sherman Act claim and therefore are outside the scope of the Court's Tunney Act review.

a. General Comments About OhioHealth's Market Power

Two commenters expressed concerns about OhioHealth's possession and exertion of market power to harm various stakeholders including patients, employees, and others in the communities surrounding their hospitals.

First, the United States received a comment from the Ohio Nurses Association (“Association”). The Association wrote to request that the United States “broaden its scrutiny of OhioHealth's conduct and the impact its market power is having on patients and communities throughout [the] state.” (Exhibit A, TC-001). Specifically, the Association cites to OhioHealth's recent closure of its inpatient maternity services at Grady Memorial Hospital as an example of harm caused by OhioHealth's “growing market power.” Id.

Second, the United States received a comment from a current employee of OhioHealth voicing concerns about OhioHealth's treatment of employees, patients, and the community. The employee described the failure of OhioHealth to make market-rate salary adjustments. They also shared the Association's concern about OhioHealth's closure of the Labor and Delivery Unit at Grady Memorial Hospital. (Exhibit A, TC-003).

These comments do not discuss OhioHealth's contract restrictions on steering and price transparency in the relevant market that were challenged in the Sherman Act claim or how the proposed remedy is allegedly inadequate to resolve the competitive harm that is caused by those restrictions. Because these comments do not relate to whether the proposed Final Judgment reasonably addresses the harms alleged in the Complaint, they are beyond the scope of the Court's review under the Tunney Act and do not provide a basis for rejecting the proposed Final Judgment. See U.S. Airways, 38 F. Supp. 3d at 76 (“[T]he Court's role under the [Tunney Act] is limited to reviewing the remedy in relationship to the violations that the United States has alleged in its Complaint.” (internal citation omitted)).

b. Specific Comment About OhioHealth's Contracting Practices

The United States received one comment that requested the inclusion of an “explicit ban on all-or-nothing contracting provisions” in the proposed Final Judgment. (Exhibit A, TC-002). In the commenter's view, the lack of an explicit ban on all-or-nothing contracting could “leave a critical loophole that allows dominant systems to continue leveraging market power to the detriment of Ohio employers, workers, and patients.” ( Id.).

The United States' Sherman Act claim challenges only OhioHealth's steering and transparency restrictions. The proposed Final Judgment provides effective relief for the challenged conduct by banning all present and future steering and transparency restrictions and enjoining any action that would penalize steering.

A separate ban on all-or-nothing contracting is unwarranted to resolve the United States' claim. The United States' claim does not challenge OhioHealth's all-or-nothing contracting as a violation of Section 1 of the Sherman Act. Rather, the Complaint alleges as a matter of fact that OhioHealth engages in all-or-nothing contracting, which can reflect the existence of market power. However, the Sherman Act claim challenges OhioHealth's steering and transparency restrictions themselves, not the all-or-nothing contracting. If OhioHealth were to impose an all-or-nothing contracting requirement that prevents a Payor from steering, that would violate the proposed Final Judgment.

Moreover, the proposed Final Judgment includes multiple reservations of rights explicitly stating that (1) if the proposed Final Judgment fails to fully redress the violations alleged in the Complaint, then the United States may re-open the proceeding and seek additional relief; and (2) the proposed Final Judgment terminates only the claims stated in the Complaint and does not affect other charges or claims the United States or the State of Ohio may file. (Dkt. 29-2 at 17, 19). If in the future the United States learns that OhioHealth's all-or-nothing contracting practices result in anticompetitive harm, the United States may investigate the conduct, and if warranted, bring an enforcement action against OhioHealth for that conduct.

c. Blood Cancer United's Comment

On September 21, 2026, the United States received a comment from Blood Cancer United, in which the organization wrote that it “agree[s] that the proposed Final Judgment achieves all or substantially all of the relief the United States would have obtained through litigation, while avoiding the time, expense, and uncertainty of a full trial on the merits.” (Exhibit A, TC-004). Blood Cancer United expressed concerns primarily about the general consolidation of healthcare and urged lawmakers and enforcement agencies to prevent systems like OhioHealth from obtaining market power in the first place and thus being able to impose the contract restrictions alleged in the Complaint. These concerns are not related to OhioHealth's contract restrictions on steering and price transparency in the relevant market and are therefore beyond the scope of the Court's review under the Tunney Act.

Similarly, in relation to the price transparency restrictions challenged in the Complaint, Blood Cancer United wrote that the United States could broaden the scope of its relief by requiring that OhioHealth “disclose the availability of financial assistance on its main website” and provide “notice about financial assistance with a paper copy of the application.” Id. at 4. However, the price transparency restrictions challenged in the Complaint relate to payors' efforts to increase transparency about prices of healthcare services. The Complaint did not challenge OhioHealth's own disclosure requirements. Therefore, the additional relief recommended by Blood Cancer United falls outside the scope of the proposed Final Judgment and thus beyond the scope of the Court's review under the Tunney Act.

Finally, the organization commended the appointment of a monitor but suggested that a longer monitorship may be necessary to “provide better oversight and foster institutional reform.” Id. The United States believes that a term of five years is sufficient to ensure OhioHealth's compliance with the proposed Final Judgment. However, the proposed Final Judgment does include a reservation that the United States, in its sole discretion, may determine a different period is appropriate. (Dkt. 29-2 at 13).

The concerns expressed by Blood Cancer United are either outside the scope of the harm alleged in the Complaint or are already addressed in the proposed Final Judgment. As the organization itself agrees, the proposed Final Judgment effectively relieves the harm of the antitrust violations alleged in the Complaint.

V. Conclusion

After careful consideration of the public comments, the United States continues to believe the proposed Final Judgment provides an effective and appropriate remedy for the antitrust violations alleged in the Complaint and is therefore in the public interest. The United States will move this Court to ( printed page 69869) enter the proposed Final Judgment after this response and the public comments are published in the Federal Register as required by 15 U.S.C. 16(d).

Dated: November 2, 2026

Respectfully submitted,

FOR PLAINTIFF

UNITED STATES OF AMERICA

PAUL TORZILLI* (S.D. Ohio Bar 4118832),

Senior Litigation Counsel

Karl D. Knutsen*, Stella Martin, Trial Attorneys, United States Department of Justice, Antitrust Division, 450 5th St. NW, Suite 4100, Washington DC 20530, Telephone: (202) 476-0547, Email: Paul.Torzilli@usdoj.gov.

*Designated Trial Attorneys