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HEALTHY COMPETITION? 

AN EXAMINATION OF THE PROPOSED 

HEALTH INSURANCE MERGERS AND THE 

CONSEQUENT IMPACT ON COMPETITION 

HEARING 

BEFORE THE

SUBCOMMITTEE ON 

REGULATORY REFORM, 

COMMERCIAL AND ANTITRUST LAW 

OF THE

COMMITTEE ON THE JUDICIARY 

HOUSE OF REPRESENTATIVES 

ONE HUNDRED FOURTEENTH CONGRESS 

FIRST SESSION 

SEPTEMBER 29, 2015 

Serial No. 114–47 

Printed for the use of the Committee on the Judiciary 

( 

Available via the World Wide Web: http://judiciary.house.gov 
(II) 

COMMITTEE ON THE JUDICIARY 

BOB GOODLATTE, Virginia, Chairman 

F. JAMES SENSENBRENNER, JR., 

Wisconsin 

LAMAR S. SMITH, Texas 

STEVE CHABOT, Ohio 

DARRELL E. ISSA, California 

J. RANDY FORBES, Virginia 

STEVE KING, Iowa 

TRENT FRANKS, Arizona 

LOUIE GOHMERT, Texas 

JIM JORDAN, Ohio 

TED POE, Texas 

JASON CHAFFETZ, Utah 

TOM MARINO, Pennsylvania 

TREY GOWDY, South Carolina 

RAU ́ L LABRADOR, Idaho 

BLAKE FARENTHOLD, Texas 

DOUG COLLINS, Georgia 

RON DeSANTIS, Florida 

MIMI WALTERS, California 

KEN BUCK, Colorado 

JOHN RATCLIFFE, Texas 

DAVE TROTT, Michigan 

MIKE BISHOP, Michigan 

JOHN CONYERS, JR., Michigan 

JERROLD NADLER, New York 

ZOE LOFGREN, California 

SHEILA JACKSON LEE, Texas 

STEVE COHEN, Tennessee 

HENRY C. ‘‘HANK’’ JOHNSON, JR., 

Georgia 

PEDRO R. PIERLUISI, Puerto Rico 

JUDY CHU, California 

TED DEUTCH, Florida 

LUIS V. GUTIERREZ, Illinois 

KAREN BASS, California 

CEDRIC RICHMOND, Louisiana 

SUZAN DelBENE, Washington 

HAKEEM JEFFRIES, New York 

DAVID N. CICILLINE, Rhode Island 

SCOTT PETERS, California 

SHELLEY HUSBAND, Chief of Staff & General Counsel 

PERRY APELBAUM, Minority Staff Director & Chief Counsel 

SUBCOMMITTEE ON REGULATORY REFORM, COMMERCIAL AND ANTITRUST LAW

TOM MARINO, Pennsylvania, Chairman 

BLAKE FARENTHOLD, Texas, Vice-Chairman 

DARRELL E. ISSA, California 

DOUG COLLINS, Georgia 

MIMI WALTERS, California 

JOHN RATCLIFFE, Texas 

DAVE TROTT, Michigan 

MIKE BISHOP, Michigan 

HENRY C. ‘‘HANK’’ JOHNSON, JR., 

Georgia 

SUZAN DelBENE, Washington 

HAKEEM JEFFRIES, New York 

DAVID N. CICILLINE, Rhode Island 

SCOTT PETERS, California 

DANIEL FLORES, Chief Counsel 
(III) 

C O N T E N T S 

SEPTEMBER 29, 2015 

Page 

OPENING STATEMENTS 

The Honorable Tom Marino, a Representative in Congress from the State 

of Pennsylvania, and Chairman, Subcommittee on Regulatory Reform, Commercial and Antitrust Law .................................................................................. 1 

The Honorable Henry C. ‘‘Hank’’ Johnson, Jr., a Representative in Congress 

from the State of Georgia, and Ranking Member, Subcommittee on Regulatory Reform, Commercial and Antitrust Law ................................................. 2 

The Honorable John Conyers, Jr., a Representative in Congress from the 

State of Michigan, and Ranking Member, Committee on the Judiciary ......... 3 

The Honorable Bob Goodlatte, a Representative in Congress from the State 

of Virginia, and Chairman, Committee on the Judiciary ................................. 22 

WITNESSES 

Mark T. Bertolini, Chairman and Chief Executive Officer, Aetna, Inc. 

Oral Testimony ..................................................................................................... 24 

Prepared Statement ............................................................................................. 27 

Joseph Swedish, President and CEO, Anthem, Inc. 

Oral Testimony ..................................................................................................... 38 

Prepared Statement ............................................................................................. 40 

Tom Nickels, Executive Vice President, American Hospital Association (AHA) 

Oral Testimony ..................................................................................................... 54 

Prepared Statement ............................................................................................. 56 

Andrew W. Gurman, M.D., President-Elect, American Medical Association 

Oral Testimony ..................................................................................................... 75 

Prepared Statement ............................................................................................. 77 

Jaime S. King, Professor of Law, University of California, Hastings College 

of Law 

Oral Testimony ..................................................................................................... 114 

Prepared Statement ............................................................................................. 116 

Edmund F. Haislmaier, Senior Research Fellow of Health Policy Studies, 

The Heritage Foundation 

Oral Testimony ..................................................................................................... 131 

Prepared Statement ............................................................................................. 133 

LETTERS, STATEMENTS, ETC., SUBMITTED FOR THE HEARING 

Material submitted by the Honorable Henry C. ‘‘Hank’’ Johnson, Jr., a Representative in Congress from the State of Georgia, and Ranking Member, 

Subcommittee on Regulatory Reform, Commercial and Antitrust Law .......... 6 

APPENDIX 

MATERIAL SUBMITTED FOR THE HEARING RECORD

Response to Questions for the Record from Mark T. Bertolini, Chairman 

and Chief Executive Officer, Aetna, Inc. ............................................................ 156 

Response to Questions for the Record from Joseph Swedish, President and 

CEO, Anthem, Inc. ............................................................................................... 159 
Page

IV 

Response to Questions for the Record from Tom Nickels, Executive Vice 

President, American Hospital Association (AHA) ............................................. 164 

Response to Questions for the Record from Edmund F. Haislmaier, Senior 

Research Fellow of Health Policy Studies, The Heritage Foundation ............. 167 
(1) 

HEALTHY COMPETITION? AN EXAMINATION 

OF THE PROPOSED HEALTH INSURANCE 

MERGERS AND THE CONSEQUENT IMPACT 

ON COMPETITION 

TUESDAY, SEPTEMBER 29, 2015 

HOUSE OF REPRESENTATIVES, 

SUBCOMMITTEE ON REGULATORY REFORM, 

COMMERCIAL AND ANTITRUST LAW

COMMITTEE ON THE JUDICIARY, 

Washington, DC. 

The Subcommittee met, pursuant to call, at 2:09 p.m., in room 

2141, Rayburn Office Building, the Honorable Thomas Marino 

(Chairman of the Subcommittee) presiding. 

Present: Representatives Marino, Goodlatte, Collins, Waters, 

Ratcliffe, Bishop, Johnson, Conyers, DelBene, Jeffries, Cicilline, 

and Peters. 

Staff Present: (Majority) Anthony Grossi, Counsel; Andrea Lindsey, Clerk; and (Minority) Slade Bond, Counsel. 

Mr. MARINO. The Subcommittee on Regulatory Reform, Commercial and Antitrust Law will come to order. Good afternoon, everyone. 

Without objection, the Chair is authorized to declare recesses of 

the Committee at any time. We welcome everyone to today’s hearing, and I now recognize myself for an opening statement. 

We are here today to examine the proposed mergers between the 

health insurance companies Aetna and Humana, and Anthem and 

Cigna. Collectively, they currently provide health insurance products to over 85 million Americans, and they are among the largest 

health insurance companies in the country. 

Undoubtedly, it should be determined whether these transactions 

have the potential to significantly alter the competitive landscape 

of the health insurance industry. In examining this industry, it is 

important to note that the health insurance market includes a 

number of different products. There are insurance products for individuals and families that can be purchased directly from the marketplace, insurance that companies purchase to offer to their employees, and government-funded insurance that private companies 

help to administer. 

These insurance products are often local in nature, since patients 

generally visit the doctors and hospitals near where they work and 
2 

live. However, these products are often provided by insurers with 

a strong national or regional presence. 

Aetna, Humana, Anthem, and Cigna essentially all offer the 

same variety of health insurance products. However, each company 

has a particular business line that they emphasize or specific geographic markets in which they operate. 

Aetna is a significant provider of commercial health insurance, 

Humana places a strong emphasis on its Medicare Advantage products, and Anthem and Cigna largely operate in different geographical regions. 

Following the announcements of the proposed mergers, several 

commentators issued statements raising concerns about the two 

transactions. Associations representing hospitals and doctors are 

among that group, and they are urging the Department of Justice 

to review thoroughly the proposed deals. They appear before us 

today to express those views and provide additional detail regarding their concerns. 

We are not here today to issue any definitive judgments about 

whether DOJ should take any particular actions regarding these 

mergers. Instead, the hearing serves as a public and transparent 

platform from which we will hear from those who believe the deal 

will benefit consumers, and those who believe the merger may negatively impact competition within the health insurance marketplace. 

I look forward to today’s discussions, and I yield back the balance 

of my time. 

The Chair now recognizes the Ranking Member of the Subcommittee on Regulatory Reform, Commercial and Antitrust Law, 

Congressman Johnson from the State of Georgia, for his opening 

statement. 

Congressman? 

Mr. JOHNSON. Thank you, Mr. Chairman, for holding this very 

important hearing. 

Today’s hearing is an important opportunity to consider the effects of Anthem’s proposed acquisition of Cigna, and Aetna’s proposed acquisition of Humana, on consumers’ access to health insurance coverage that is both affordable and effective. I have long supported vigorous enforcement and promotion of competition in the 

health care industry for both providers and insurers. However, as 

George Slover, Consumers Union’s senior policy counsel, noted in 

his testimony before the Senate Judiciary Subcommittee on Antitrust and Consumer Protection last week, over a century of experiences demonstrate that ‘‘you cannot run the health care system on 

competition alone and just allow the free market to go where it 

will.’’ 

Enactment of the Affordable Care Act was recognition that competition alone did not ensure accountability in the health care marketplace, greater savings to consumers, or equal treatment of consumers by insurance providers. Smart health care regulation was 

critical to keeping premiums down, to ending discrimination 

against Americans with pre-existing conditions, and to ensuring 

the common good for millions of consumers. After all, what good is 

having numerous options for health insurance providers, if none 

will provide coverage for treating your child’s condition? 
3 

It is also clear that the Affordable Care Act both depends on and 

promotes competition in the health care marketplace, as Professor 

Tim Greaney noted in our recent hearing on competition in the 

health care marketplace. Professor Leemore Dafny, a leading 

health care economist, has also testified that the smart regulation 

inherent to the Affordable Care Act promotes competition in the insurance industry through a number of mechanisms, including product standardization and plan certification, which reduced the hurdle to entry posed by the need to establish a credible reputation, 

and via health insurance marketplaces, which reduce marketing 

and sales costs, thereby raising the likelihood of entry. 

The health insurance marketplaces were explicitly designed to 

facilitate competition among insurers. We also know that since the 

first open enrollment period began in October 2013 for consumer 

exchanges, millions of Americans who were previously uninsured 

now have access to affordable care. The Affordable Care Act has already expanded coverage, savings, and protections for millions of 

American consumers while promoting new competition. 

The Department of Health and Human Services reported in July 

that the law had slowed the growth of health care premium costs 

as new competitors enter local markets and price competitions intensify. This report on competition in health insurance marketplaces also indicates that competition has intensified across the 

country, as the number of health insurance issuers have increased 

in the most counties since implementing the Affordable Care Act. 

Not only has this increased competition arrested the growth of 

health care premiums, the influx of new plans in local markets increases the pressure on incumbent insurance issuers to moderate 

the costs of premiums. 

It is critical that we ensure that the number of new competitors 

in every market continues to grow, to drive down costs, and ensure 

that health care markets are delivering the best and most health 

care choices in every county and for every health care product in 

America. 

I look forward to learning how the proposed transactions will 

achieve these vital policy objectives. With that, I yield back. 

Mr. MARINO. Thank you. 

The Chair now recognizes the full Judiciary Committee Ranking 

Member, Mr. Conyers of Michigan, for his opening statement. 

Congressman? 

Mr. CONYERS. Thank you, Mr. Chairman. 

I want to welcome the witnesses, numerous but necessary for 

this important hearing, and I also welcome those concerned enough 

to attend this hearing about to take place. 

We are talking about what we do with the second largest health 

insurance company and the fourth largest health insurance company, the third largest and the fifth largest. If consummated, these 

mergers will result in the number of large national health insurance companies going from five to three, leaving just 

UnitedHealthcare, Anthem, and Aetna. 

Proponents of these mergers make a number of arguments in 

their favor, centering on the potential for efficiencies and enhanced 

consumer services these mergers are said to offer. Moreover, they 

contend that the lack of overlap between the merging firms in most 
4 

geographic markets means that there should be little risk to competition in allowing these mergers to proceed. 

As we hear from the heads of the two acquiring firms as to why 

these mergers benefit competition and consumer welfare, however, 

we should keep in mind a few considerations. Begin with the two 

proposed mergers coming at a time when the health insurance 

markets seem to be already heavily concentrated. According to the 

2015 study of competition in health insurance markets conducted 

by the American Medical Association, health insurance markets in 

seven out of 10 metropolitan statistical areas are already highly 

concentrated. In almost 40 percent of the metropolitan areas studied, one health insurer controls more than 50 percent of the market, as was the case in 14 States. 

Moreover, according to the study by the Commonwealth Fund 

published last month, 97 percent of markets for Medicare Advantage, a program through which private insurers provide some 

Medicare benefit, are highly concentrated. 

Prior instances of consolidation among health insurers led to increased premiums for consumers. In fact, there is no evidence that 

past health insurance mergers produced any savings that were 

passed on to consumers. 

In addition, lack of competition among health insurers could diminish the quality of care that patients currently receive. In light 

of this broad concern about further consolidation in an already 

heavily concentrated industry, we have a duty to carefully examine 

some specific concerns that have been raised about these two proposed acquisitions. 

For example, consumer groups fear that the Aetna-Humana 

transaction may result in a lessening of competition in Medicare 

Advantage markets. The combined Aetna-Humana would become 

the largest Medicare Advantage insurer with overlaps in a large 

number of geographic markets. Moreover, merger critics assert that 

neither traditional Medicare nor health plans offered by providers 

are meaningful substitutes for Medicare Advantage plans, meaning 

that the potential for competitive harm in Medicare Advantage 

markets is great. 

Now with respect to the Anthem-Cigna merger, the American 

Hospital Association in particular notes that Anthem’s affiliation 

with the Blue Cross and Blue Shield system may raise competitive 

concerns, in the event the merger is consummated. The association 

asserts that the merger could further entrench the already dominant position that many Blue Cross Blue Shield plans have in 

many States. 

Also, there may be a national market for health insurance for 

large employers. Reducing the number of national competitors from 

five to three would undermine competition in that market. 

Finally, we must address the issue of whether divestitures are a 

sufficient remedy for the anticompetitive effects of these mergers. 

Because of the high barriers to entry into the health insurance 

business, critics contend, competition is unlikely to be restored once 

lost through consolidation. 

So I hope that all of our distinguished witnesses will take this 

opportunity to address these and other concerns they may have. 
5 

Accordingly, I look forward eagerly to their testimony and thank 

them for appearing today. 

Thank you, Mr. Chairman. 

Mr. MARINO. Thank you. 

Mr. JOHNSON. Mr. Chairman, I would ask that a letter from U.S. 

PIRG and a statement from Consumers Union be entered into the 

record, without objection. 

Mr. MARINO. So granted. 

[The information referred to follows:] 
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Mr. JOHNSON. Thank you. 

Mr. MARINO. The Chair now recognizes the Chairman of the full 

Judiciary Committee, Mr. Bob Goodlatte of Virginia, for his opening statement. 

Mr. GOODLATTE. Thank you, Mr. Chairman. 

Mr. Chairman, this past July, Aetna announced its intent to 

merge with Humana, and Anthem similarly proposed to merge 

with Cigna. These firms represent four of the five largest for-profit 

health insurance companies in the country. 

Currently, the Department of Justice is reviewing the deals. Its 

review will involve a detailed, fact-specific analysis that will likely 

take more than a year to complete. Unless the Department of Justice seeks to enjoin one or both of the transactions, nearly the entire antitrust review process will take place outside the public view. 

In contrast, today we have before us the two CEOs of the acquiring companies who will state their cases for the mergers. They sit 

at the same table as some of the most vocal critics of the deals, and 

each will have an opportunity to respond to our questions about 

their views and the impacts of the prospective transactions. 

Through this record, the public will better understand the asserted 

merits and concerns regarding the proposed mergers. Furthermore, 

the record created today will assist the Committee in administering 

its oversight of the antitrust enforcement agencies. 

Lurking behind the antitrust review of these deals is the question of how much influence Obamacare had on the proposed transactions. This issue is of keen interest to the Committee and we 

have conducted several hearings on the broader issue of 

Obamacare and its impacts on consolidation and competition in the 

health care industry. 

Certainly, the Affordable Care Act has had a profound effect on 

the health insurance industry. The law greatly diminished the 

flexibility of insurance companies to manage the risks of insuring 

patients. Coupled with these rigid parameters are requirements on 

how insurance companies can allocate funds for medical claims and 

other expenses. In many respects, health insurance under the Affordable Care Act resembles more of a commodity than the 

nuanced and diverse product base that existed prior to the law’s 

enactment. 

Many commentators speculated that these constraints, together 

with the significant regulatory burden placed on insurers, would 

cause greater consolidation in the industry. The Affordable Care 

Act put into place incentives for insurers to increase in size so they 

can better manage costs and the heavy regulatory burden and operational constraints imposed by the law. 

Indeed, at our most recent hearing focused on consolidation in 

the health care industry, we heard testimony that insurers are 

leaving the market, insurance policy coverage is narrowing, and 

consumers are ending up paying more for less. These are hardly 

the results that Obamacare proponents promised. 

In addition to learning about the specifics of the proposed mergers and the concerns raised by critics of the deals, I look forward 

to hearing about the role the Affordable Care Act played in these 

mergers and in the insurance market generally. 
23 

Thank you, Mr. Chairman, for continuing the Committee’s series 

of hearings on competition in the health care industry. I look forward to today’s discussion on the pending health insurance mergers, and I yield back. 

Mr. MARINO. Thank you, Chairman. 

Without objection, other Members’ opening statements will be 

made part of the record. 

I will begin by swearing in our witnesses before introducing 

them. 

Would you please stand and raise your right hand? 

Do you swear or affirm that the testimony you are about to give 

before this Committee is the truth, the whole truth, and nothing 

but the truth, so help you God? 

Let the record reflect that the witnesses have responded in the 

affirmative. 

Please be seated, and thank you. 

I am now going to introduce all the witnesses. I will go through 

each of your bios, and then we will get back to your opening statements. If I mispronounce your name, please correct me. 

I think I can get this one right. Mr. Bertolini is the chairman 

and chief executive officer of Aetna. Mr. Bertolini joined Aetna in 

2003 and served as the company’s president from 2007 until 2014. 

Prior to joining Aetna, Mr. Bertolini held executive positions at 

Cigna, and NYLCare Health Plans, and SelectCare, Inc. He earned 

his undergraduate degree in business administration and finance 

from Wayne State University and an MBA in finance from Cornell 

University. 

Welcome, sir. 

Mr. Swedish is the president and chief executive officer of Anthem. Mr. Swedish has served for more than 40 years in leadership 

positions within the health care industry, including 25 years as a 

CEO for major health systems. Mr. Swedish earned his bachelor’s 

degree from the University of North Carolina at Charlotte and his 

master’s degree in health administration from Duke University. 

Welcome, sir. 

Mr. Nickels recently became the executive vice president of government relations and public policy at the American Hospital Association (AHA). He has been with the AHA for over 21 years, recently serving as the association’s senior vice president for Federal 

relations. Mr. Nickels earned his bachelor’s degree in English and 

philosophy from Dickinson College and his J.D. from New York 

University School of Law. 

Welcome, sir. 

Dr. Gurman is the president-elect of the American Medical Association. He is an orthopedic hand surgeon from Altoona, Pennsylvania. 

Welcome, sir, from one Pennsylvanian to another. 

Previously, he served as speaker and vice speaker of the AMA 

House of Delegates for 8 years. Dr. Gurman earned his bachelor’s 

degree from Syracuse University and his medical degree from the 

State University of New York. 

Professor King is a professor of law and the associate dean and 

co director of the University of California, San Francisco, and the 

University of California, Hastings Consortium of Science, Law and 
24 

Health Policy. Professor King’s work has been published in numerous scholarly journals, including the UCLA Law Review, the Yale 

Journal of Health Policy, Law and Ethics, and the American Journal of Law and Medicine, among others. Professor King received 

her bachelor’s degree, cum laude, from Dartmouth, her J.D., cum 

laude, and Order of the Coif, from Emory University, and her Ph.D. 

in health policy from Harvard University. 

Welcome. 

Mr. Haislmaier is a senior research fellow of health policy studies at the Heritage Foundation. He is widely considered an expert 

on health care policy, an industry he has been studying since 1987, 

and frequently testifies between State and Federal legislative committees. Mr. Haislmaier earned his bachelor’s degree in history 

from St. Mary’s College in Maryland. 

Welcome. 

Each of the witnesses’ written statements will be entered into 

the record in its entirety. I ask that each witness summarize his 

or her testimony in 5 minutes or less. To help you with that, there 

is a timing light in front of you, and the light will switch from 

green to yellow, indicating that you have 1 minute to conclude your 

testimony. When the light turns red, it indicates that your 5 minutes have expired. As I do this just customarily, because I know 

you are concentrating on giving your statement, I will politely, nonchalantly, raise the gavel, to give you a little indication to please 

wrap up, before slamming it down. 

Mr. Bertolini, please? 

TESTIMONY OF MARK T. BERTOLINI, CHAIRMAN AND 

CHIEF EXECUTIVE OFFICER, AETNA, INC. 

Mr. BERTOLINI. Good afternoon, Chairman Marino, Ranking 

Member Johnson, other Members of the Committee. Thank you for 

inviting me here today to talk about Aetna’s proposed acquisition 

of Humana. My name is Mark Bertolini. I am chairman and CEO 

of Aetna. 

There is no doubt that health care is under dramatic change at 

this time, and I think that change is good and long overdue. Health 

care costs are unaffordable and we are now beginning to focus on 

how we improve quality of care to reduce redundancy, waste, and 

improve the overall affordability of care. 

To that end, the Aetna acquisition of Humana is about two companies coming together to offer a large number of consumers a 

broader and higher quality array of more affordable products. After 

the acquisition, Aetna will have a product portfolio balanced more 

evenly between commercial and government products, such as 

Medicare and Medicaid. 

Today, the market competes on price and choice of doctor. This 

will not change. But to win in the market, we believe consumers 

should also be able to pick products that are focused on improving 

the health of the member. 

The CDC has a term called Healthy Days. It is a simple survey 

that an individual takes to determine if they are having a healthy 

day. Both companies see this as an important metric. We both are 

committed to offering products and services that will help our 

members improve the number of healthy days they enjoy each year. 
25 

I would like to address the competition and choice issues directly. 

First, it is important to point out that of the 54 million beneficiaries in Medicare today, 37 million, or 68 percent, receive their 

care through Medicare fee-for-service, while the remaining 17 million, or one-third, receive their care through Medicare Advantage, 

M.A., the private Medicare option delivered through health plans. 

Post acquisition, we believe that robust choice and competition 

will remain in the Medicare market. After the transaction, which 

is largely about Medicare and very little about commercial, only 8 

percent of Medicare beneficiaries will receive their health benefits 

from Humana or Aetna, meaning that 92 percent of all beneficiaries will receive their health benefits from either Medicare feefor-service or other M.A. plans. 

There are 143 health care companies offering M.A. plans with 

new entrants coming into M.A. Twenty-eight new health plans 

have joined in the last 3 years, of which 15 are owned by hospital 

systems. 

All health care is local, and today, M.A. is available in 3,100 of 

the 3,200 counties across the country. Beneficiaries have an average of 18 M.A. private health plan options from which to choose. 

And even in nonmetro or rural areas, there is an average of 10 

plan options to choose from. 

On the commercial side of the market, Humana represents less 

than 2 percent of the market and has no national employer market 

presence—zero. Today, Aetna represents under 12 percent of the 

commercial market. Nationally, there are 400 insurance companies 

operating in the commercial market, with the Blue Cross Blue 

Shield plan being the largest insurer in more than 30 States. 

After the transactions, other companies will have 87 percent of 

the commercial enrollment. On public exchanges, Aetna and 

Humana overlap in only eight States. In those States, there are an 

average of 10 other competing insurers, so we believe there will be 

no material change to the competitiveness of the commercial health 

insurance market as a result of our transaction. 

In regard to the price of our products, premium prices are driven 

by the underlying cost of care, such as hospitals, doctors, and prescription drug costs, which make up nearly 85 percent of premium 

prices. They are not derived in the abstract. 

Given that this transaction is largely about M.A. prices, protection is even more assured because the government establishes M.A. 

rates based on the cost of health care in each county. Insurance 

companies offering M.A. plans must bid against the government 

benchmark as set forth in each county and are incentivized to be 

competitive. Hence, many companies offer zero dollar premium 

plans to consumers. In fact, M.A. premiums have decreased by 10 

percent since 2010. 

Certain medical societies have opposed our deal out of concern 

that it will affect the income of doctors. We believe that there will 

be no material effect on revenue for doctors as a result of the acquisition. However, we are committed to payment reform and believe 

the system must move from a fee-for-service model to a value-based 

model payment. We are working collaboratively with providers to 

align incentives around payment models that will reward the overall health of the individual that many providers support. 
26 

In closing, Aetna’s acquisition of Humana is about creating positive change in the health care market. It is about being part of an 

effort to build a modern health care system built around the consumer. We believe that our acquisition will improve competition in 

the Medicare marketplace by providing affordable and higher quality products. 

Thank you for the opportunity to testify today, and I look forward to your questions. 

[The prepared statement of Mr. Bertolini follows:] 
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Mr. MARINO. A good standard to set, Mr. Bertolini. Right in on 

time. 

Mr. Swedish? 

TESTIMONY OF JOSEPH SWEDISH, PRESIDENT AND CEO, 

ANTHEM, INC. 

Mr. SWEDISH. Thank you, Chairman Marino, Ranking Member 

Johnson, and Members of the Subcommittee. I am Joseph Swedish, 

president and chief executive officer of Anthem, and it is my honor 

to appear before you today. The work of this Committee and the 

dialogue we engage in will help shape the future of health care in 

America. I appreciate the opportunity to contribute Anthem’s perspectives and experience. 

Several Committee Members represent communities served by 

Anthem’s local health plans, and the Committee as a whole has 

been an influential advocate for positive change in health care. So 

I would like to begin by thanking you for your dedication, leadership, and partnership, and by reinforcing Anthem’s commitment to 

continue our proud 75-year history of providing high-quality, affordable health benefits to the many local communities and diverse 

populations we serve. 

My written testimony details the complementary nature of Anthem’s and Cigna’s businesses, the market dynamics impacting this 

transaction, and our commitment to working cooperatively throughout the review process. 

But I would like to focus my remarks today on the most important beneficiaries of these proposed transactions—consumers. 

Health care is undergoing an unprecedented transformation. And 

while affordability, access, and quality are goals unanimously 

shared by our health care system, they are not universally enjoyed 

by consumers. 

Together, Anthem and Cigna have the resources and capabilities 

to offer a broader portfolio of products and services to keep health 

benefits more affordable and promote accountable, higher quality 

health care for consumers. Simply put, the combination of Anthem 

and Cigna will allow us to provide better health insurance to more 

people. 

We will keep health care affordable by more efficiently and effectively addressing the number one cause of rising costs in health 

care, the cost of care itself. Our combined analytic capabilities will 

empower better informed decisionmaking between patients and 

physicians and help safeguard affordable access to remarkable new 

clinical discoveries, treatments, and technologies. 

Our combined health and wellness expertise will help fill gaps in 

recommended care and more proactively engage consumers in managing their own health conditions. We will expand access to a 

broader network of hospitals, physicians, and health care professionals so consumers receive the highest quality care available 

when and where they need it, and, finally, improve quality by expanding our innovative, value-based accountable care models that 

today represent more than $50 billion in reimbursement tied to 

better value, quality, and outcomes for members. 

Much of the attention around this acquisition focuses on competition. This is, certainly, an essential part of the dialogue. As a base-
39 

line, it is important to recognize that health care is fundamentally 

local, locally based, locally delivered, and locally consumed. 

Across the many diverse localities and business segments in 

which Anthem and Cigna operate, there is robust and growing 

competition. Given the very limited and in most areas no market 

overlap between Anthem and Cigna, competition will no doubt continue to flourish after the transaction is completed. 

There are many calculations, analyses, and opinions being expressed about what this transaction will mean for competition, but 

the true question to be asked is, what will this mean for the consumer? The simple answer is Anthem and Cigna together mean 

better health insurance for more people. 

Throughout my 40-year career in health care, I have worked diligently to instill a culture of innovation and collaboration across the 

many organizations I have led, and the combined company will be 

no exception. 

Separately, Anthem and Cigna have made meaningful progress 

in improving affordability, access, and quality for consumers. Together, we can and will do much more. 

We embrace the responsibility of this transaction and look forward to working with you and the entire health care system to expand access to affordable, high-quality health benefits. 

Thank you for the opportunity to testify today, and I look forward to your comments and questions. 

[The prepared statement of Mr. Swedish follows:] 
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Mr. MARINO. Thank you. 

Mr. Nickels? 

TESTIMONY OF TOM NICKELS, EXECUTIVE VICE PRESIDENT, 

AMERICAN HOSPITAL ASSOCIATION (AHA) 

Mr. NICKELS. Thank you, Chairman Marino, Ranking Member 

Johnson, and other Members of the Subcommittee. Thank you for 

inviting me here today. My name is Tom Nickels. I am executive 

vice president of the American Hospital Association. On behalf of 

our 5,000 hospitals and health system members and the patients 

we serve, I appreciate the opportunity to testify today. 

Anthem’s proposed acquisition of Cigna and Aetna’s proposed acquisition of Humana would further concentrate an already heavily 

concentrated health insurance industry by eliminating two of the 

largest five insurers and result in negative consequences for both 

health care consumers and providers. 

Many consumer groups and provider organizations have already 

expressed significant concerns about these massive acquisitions, 

and we believe both deals merit the highest level of scrutiny from 

both Congress and the Department of Justice. I would like to focus 

on some of our specific concerns with each deal and take issue with 

a number of claims some are making to try to defend the proposed 

acquisitions. 

First, the insurers claim they are seeking to acquire companies 

that have complementary business lines and that there would be 

no overlaps leading to increased market consolidation. We are very 

skeptical of these claims. 

In addition, given Anthem’s affiliation with the Blue Cross Blue 

Shield system, we are concerned about the negative consequences 

for consumers and health care providers that could result from further entrenching the powers of the Blues’ plans that currently 

dominate the insurance market in nearly every State. 

Second, the insurers say that all health care is local. However, 

they cite national statistics on the number of competitors instead 

of the actual competition in local markets. According to our analyses, which are done in the same manner and with the same data 

that the DOJ will use in making competitive assessments, more 

than 800 markets for the Anthem deal and more than 1,000 markets for the Aetna deal lack sufficient local competitive alternatives. 

In addition to the lack of competition in local markets, there are 

high barriers to entry in the commercial insurance market. For example, insurers point to Oscar as a new commercial health insurance company. However, it is one of only two for-profit companies 

that were not already insurers to enter State marketplaces so far. 

It also has penetrated only a single urban market and lost a reported $27.5 million last year. The company’s founder recently described entry into the insurance market as ‘‘daunting.’’ 

Meanwhile, the Aetna-Human deal would affect Medicare Advantage plans in more than 1,000 markets that serve more than 2.7 

million seniors. These markets would become even more concentrated, and 97 percent are already highly concentrated. The potential for further concentration would threaten the fiscal protection the Medicare Advantage program provides for enrollees and 
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would likely result in higher out-of-pocket costs and fewer benefits 

and even narrower networks. 

Just yesterday, the GAO released a report urging CMS to do a 

better job of ensuring that networks are adequate. 

Third, we are very concerned that both of these deals could derail 

the momentum hospitals have led to improve the Nation’s health 

care delivery system. Despite claims that commercial insurers are 

fostering innovation, they continue to benefit financially from both 

squeezing provider payments and riding the wave of hospital efforts that are resulting in more efficient and higher quality care. 

There is no evidence that larger insurers are more likely to implement innovative payment and care management programs. In 

fact, concentrated delivery system reform efforts have tended to 

emerge from other sources, such as provider systems and nonnational players. 

Fourth, we are concerned that any potential benefits the insurance companies realize from these deals will not be passed on to 

consumers. Insurers do not have a good track record of passing any 

savings from an acquisition on to consumers, and there is no reason to believe these transactions would be different. 

Fifth, if these deals are allowed to close, the negative impact on 

providers and consumers could be enduring. Consolidation that occurs now is unlikely to be undone if it later proves anticompetitive. 

Lastly, it is unlikely that divestiture agreements can be reached 

to reduce the anticompetitive impacts. It is also unlikely that other 

competitors have the capacity to enter these markets as the scope 

and scale of the acquisitions are unprecedented. 

In conclusion, some have compared the insurance deals to those 

in the telecommunications arena because of the size and potential 

to contort the market and harm consumers. DOJ was ready to challenge the telecommunication deals, and it also should be ready to 

challenge these insurance deals, if it finds that these transactions 

threaten the vitality of our health care system and the health and 

welfare of consumers across the Nation. 

We look forward to working with the Subcommittee to make sure 

that consumers continue to have access to high-quality, affordable 

health care in their communities. Thank you very much. 

[The prepared statement of Mr. Nickels follows:] 
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Mr. MARINO. Thank you. 

Dr. Gurman? 

TESTIMONY OF ANDREW W. GURMAN, M.D., 

PRESIDENT-ELECT, AMERICAN MEDICAL ASSOCIATION 

Dr. GURMAN. Good afternoon. I would like to thank Chairman 

Marino, Ranking Member Johnson, and the Subcommittee for inviting us to participate in this oversight hearing on health insurance mergers and their impact on competition. 

Physicians want to participate in a health care delivery system 

that allows us to deliver high-quality and efficient care to our patients. We believe that competition is an excellent prescription for 

achieving that goal. Competition among health insurers can lower 

premiums, enhance customer service, and spur innovative ways to 

improve quality while lowering costs. Patients benefit when they 

can choose from an array of insurers who compete for their business by offering desirable coverage at affordable prices. 

Consolidation, on the other hand, compromises the ability of physicians to advocate for their patients. In practice, market power allows insurers to exert control over clinical decisions, which undermines the doctor-patient relationship and eliminates crucial safeguards of patient care. 

This underscores what ultimately is at stake here—the health 

and safety of America’s patients. 

Our annual study of commercial health insurance markets, 

which was provided to you, utilizes metrics set by the Department 

of Justice and the Federal Trade Commission to classify market 

concentration. The results point to a near total absence of competition among health insurers with 70 percent of markets rated as 

highly concentrated. 

Meanwhile, a recent Commonwealth Fund study indicates that 

competitive conditions in Medicare Advantage markets are even 

more dire. And in the national market where large employers purchase coverage, the proposed mergers being examined today would 

pare the five national players down to three. 

We believe that there must be a rigorous review of proposed 

mergers according to the federally established standards to determine their effects on competition and their consequences for patient care. 

In 2010, the DOJ found that the proposed Blue Cross merger in 

Michigan would have resulted in ‘‘the ability to control physician 

reimbursement rates in a manner that could harm the quality of 

health care delivered to consumers.’’ The same analysis should be 

applied to pending mergers. 

Competition, not consolidation, has been shown time and again 

to benefit patients. One study found that increased competition 

among insurers was associated with more generous prescription 

drug benefits. 

According to several studies, past mergers led to increased health 

insurance premiums. In the wake of a 2008 merger in Nevada, premiums spiked by almost 14 percent. ‘‘If past is prologue’’, notes 

Professor Leemore Dafny, ‘‘consumers can expect higher insurance 

premiums’’ due to consolidation. 
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Irrespective of premium hikes, lower physician rates in and of 

themselves can also harm patients by artificially degrading available care. This is the essence of monopsony power, whereby market 

control suppresses the quality or quantity of services. 

Our analysis of the commercial market share effects of the proposed megamergers reveal that they would enhance market power 

in as many as 97 metropolitan areas within 17 States. The Anthem-Cigna merger alone would enhance market power in 85 metropolitan areas within 13 States, while the Aetna-Humana merger 

would combine two of the four largest Medicare Advantage insurers 

to form the largest such entity in the country. This is in addition 

to the impact on the national market if the so-called big five becomes the big three. 

We are at a critical decision point on health insurance mergers 

because, once consummated, there is simply no going back. Postmerger remedies are likely to be both ineffective and highly disruptive. You cannot unscramble an egg. 

Thus, we believe that the time for heightened scrutiny and careful consideration is now, before proposed mergers take effect and 

patients are irreparably harmed. 

The solution lies in more, not less, competition. It begins by recognizing that coordinated care does not require massive consolidation. The good news is that there are steps that regulators and lawmakers can take right now to ease barriers and foster competition. 

These include facilitating new entry into hospital markets and 

eliminating program integrity and antitrust roadblocks to physician innovation. 

We look forward to working with the Subcommittee to advance 

a vision for the future of American medicine in which competition, 

when allowed to flourish, can promote the delivery of high-quality, 

cost-effective care. 

Thank you, sir, and thank you to the Committee for your continued efforts on this issue. And I have to tell you, having first visited 

this Congress as a 10-year-old schoolboy, what a thrill it is for me 

to be here today. Thank you so much. 

[The prepared statement of Dr. Gurman follows:] 
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Mr. MARINO. Thank you, sir. 

Professor King? 

TESTIMONY OF JAIME S. KING, PROFESSOR OF LAW, 

UNIVERSITY OF CALIFORNIA, HASTINGS COLLEGE OF LAW 

Ms. KING. Chairman Goodlatte, Subcommittee Chairman Marino, 

Committee Ranking Member Conyers, and Subcommittee Ranking 

Member Johnson, and Members of the Subcommittee, I very much 

appreciate the opportunity to testify on the potential impact of the 

proposed mergers on consumers, competition, and the American 

health care system. 

After decades of increased consolidation in provider and insurer 

markets, resulting in ever-escalating health insurance premiums 

and health care expenditures, the American public has begun to demand more accountability for health care costs from their providers, insurers, and policymakers. 

Reform efforts, big and small, have started to shift the playing 

field for providers and insurers. And in many ways, the proposed 

mergers appear to be more about staking out territory and acquiring leverage in the new health care economy than anything else. 

How the dust settles in our health care system will have significant implications for the lives of all Americans, the efficient functioning of our economy, and the well-being of our Nation. We must 

be cautious and deliberate in our actions. 

Policymakers and government agencies charged with overseeing 

the health care system must be both exacting in their analysis of 

the proposed mergers on existing product and geographic markets. 

But they also have to have the vision to see the broader picture of 

how these mergers will affect consumers across the Nation and the 

health care system as a whole, in the years to come. 

The proposed mergers present several risks to tens of millions of 

affected consumers in an array of private insurance markets 

throughout the country, including individuals, small group, large 

group, self-insured, and Medicare Advantage markets. A recent 

study by the Government Accountability Office found that market 

share was highly concentrated into the top three insurers in individual, small group, and large group markets in 37 States. 

In reviewing the proposed merger, the Department of Justice will 

consider whether the mergers will likely lead to increased premiums, reductions in quality and innovation, or other harms to 

competition and consumers. 

In terms of premiums, as we have heard before, the research consistently found that increased premiums occurred in the wake of an 

insurance merger. While there is some evidence that consolidation 

among insurers can result in reductions and lower provider reimbursements, no evidence has ever found that those savings were returned to consumers. So basically, physicians will make less money 

and consumers will continue to overpay for health care. 

This is a trend that the American consumer can no longer sustain. Private insurance premiums are at their highest levels in history, almost approaching $17,000 for the average family. 

Some have argued that the medical loss ratio will prevent consolidated mergers from increasing premiums, but the MLR depends 

on competition to function. And in markets without competition, 
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the MLR can be gameable. Because it limits administrative costs 

to the percentage of total premiums, in the absence of competition, 

insurers have incentive to go ahead and allow provider reimbursement rates to grow and increase overall premiums, thereby increasing their overall share of the pie. 

Moreover, the MLR does not apply to enrollees in self-insured 

plans, which make up over half of the private insurance market, 

leaving them still at risk of premium increases. 

In terms of the potential negative impacts to quality and competition, I want to say a little bit about Medicare Advantage and 

the health insurance marketplaces. America is not getting any 

younger and a strong presence in the Medicare Advantage markets 

will be an important point of leverage for health insurers in the future. 

Unfortunately, these markets are already highly concentrated 

throughout the country, with 97 percent of counties exceeding 

merger guideline standards for high concentration. 

Medicare Advantage was designed to operate in a competitive 

market, and incentives to promote quality and innovation in those 

plans will not function in the absence of competition from other 

Medicare Advantage plans. There is evidence that consumers differentiate between these products and traditional Medicare, and 

they have been treated as separate markets by the FTC in the 

past. 

Similarly, this effect on quality and innovation can also occur in 

markets subject to the medical loss ratio. Not only would mergers 

eliminate key potential competitors in these markets, but they also 

may serve to chill the incentives of these established insurers to expand their territory into the space and increase competition. The 

same can be said for the State health insurance markets. 

Insurers may try to overcome these potential anticompetitive effects by claiming that their mergers will produce procompetitive effects, efficiencies. Things like consumer engagement and helping 

with the transition to value-based goals and plans will be beneficial, but they also have to be merger-specific. They have to show 

that they will occur in the absence of a merger. They also have to 

show they will be cognizable and cannot be achieved through anticompetitive means. 

So in conclusion, the insurance companies today have argued 

that all insurance, like politics, is local. But just as we know that 

the broader political climate and decisions made in Washington 

have great effects on all of us back at home, the same is true of 

health insurance. Thank you. 

[The prepared statement of Ms. King follows:] 
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Prepared Statement of Jamie S. King, Professor of Law, 

University of California, Hastings College of Law 
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Mr. MARINO. Thank you. 

Mr. Haislmaier? 

TESTIMONY OF EDMUND F. HAISLMAIER, SENIOR RESEARCH 

FELLOW OF HEALTH POLICY STUDIES, THE HERITAGE 

FOUNDATION 

Mr. HAISLMAIER. Mr. Chairman, thank you, Members of the 

Committee, as well, for inviting me to testify today. 

In response to the Committee’s invitation, I conducted an analysis, which I have presented in my written testimony, of the markets for the respective products of these companies. I will simply 

make a few observations here in my oral testimony, most of which 

are also in my written testimony. 

My analysis used enrollment data, looking at all of the country 

by State. It was divided for geographic presence—I give the reasons 

for that—and also by product line. This is for the comprehensive 

insurance market. 

There are five market segments. I looked at individual, fully ensured employer group coverage, Medicare Advantage, self-insured 

employer group plans for which an insurer provides only administrative services, and Medicaid managed care. 

In looking at the specific mergers, as I noted, nationally, 40 percent of Humana’s business is in the Medicare Advantage line. That 

is 40 percent of their total enrollment. When you look at the two 

companies on a national level, it seems fairly obvious to me that 

Aetna’s acquisition of Humana is principally about acquiring 

Humana’s Medicare Advantage business. It has been noted by others, I believe, when you combine those two companies, the net position would be that the company would have 25 percent, roughly, 

of the national market. That, of course, will vary substantially by 

State. I break out in the table the State variation. 

One of the points that I make in the table and in the testimony 

is that in most States, the effect even in that market will be relatively small. There are some notable examples of exceptions, 

where both carriers have a substantial presence already in the 

Medicare Advantage market that would be made even bigger. 

Aside from Medicare Advantage, my analysis found few other 

places that would result in any significant additional concentration 

in other States or product lines. The one exception being Georgia, 

where Humana already has 58 percent of the individual market, 

and merging the two would bring that up to 65 percent. 

But by and large, there is not a lot of overlap, as you can see 

in the table. 

With respect to Anthem’s proposed acquisition of Cigna, one 

needs to start by understanding the unique features of each company. Eighty-four percent of Cigna’s covered lines are administrative services for self-insured employer plans. In fact, I have a Cigna 

card because my employer is self-insured and uses Cigna. 

Anthem, however, is a collection, really, of 14 Blue Cross plans. 

So in those States where Anthem operates a Blue Cross plan, virtually anything Anthem does in terms of an acquisition will take 

a big insurer and make it bigger. There is almost no way to escape 

that, and that is true in the self-insured market, in this example. 
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Outside of those 14 States, though, I found very little evidence 

that there would be any significant impact. In most States, there 

would be no impact whatsoever because Anthem simply lacks a 

presence and, as I said, Cigna’s presence is so concentrated in one 

market subset. 

Beyond that, I also looked at another acquisition, which I 

thought we were going to talk about—I will briefly mention that— 

of Centene’s acquisition of HealthNet. That is simply, as I describe 

in the testimony, an insurer expanding its footprint. HealthNet 

only operates in four States, and Centene does not operate in three 

of those four with any significant presence. 

Now Chairman Goodlatte had mentioned and I was asked to 

comment on some of those effects that might be behind this from 

the Affordable Care Act. I do believe some of those provisions in 

the Affordable Care Act may be responsible for some of the thinking behind the mergers. Certainly, the Affordable Care Act makes 

the administrative services business for fully insured employer 

plans a more attractive business for the insurer. That is also likely 

to grow as employers attempt to evade the cost-increasing mandates in the Affordable Care Act. 

The other problem, of course, is that a lot of what the Affordable 

Care Act does is to limit choice and competition in standardization 

to treat insurance like a commodity and insurers like commodity 

producers. So from that perspective, it is not terribly surprising 

that you would see insurers behaving like commodity producers or 

regulated utilities and merging for scale. 

Mr. Chairman, thank you for the opportunity to testify. I hope 

the information I presented is helpful to the Committee in understanding the markets involved and the companies involved. I would 

be happy to answer any questions. 

[The prepared statement of Mr. Haislmaier follows:] 
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Mr. MARINO. Thank you. 

I will now recognize myself for 5 minutes of questions, and my 

colleagues will then follow. 

Mr. Bertolini, some time ago we heard testimony that insurance 

policies are becoming narrower and, as a result, consumers end up 

paying more for the services or drug out-of-pocket expenses, et 

cetera. Would you comment on this potential trend and how your 

merger would impact the breadth and services of drugs covered 

under your policies? 

Mr. BERTOLINI. Thank you, Mr. Chairman, for your question. 

As I mentioned earlier, health care premiums are not established 

in the abstract. They are directly related to the underlying costs. 

So in places where we have narrower plan designs or narrower networks, those are designed to try to impact the cost of care. And 

largely, the people who buy those policies are the people who are 

using those providers already and using those services. So it relies 

on broader breadth of product across multiple competitors in order 

to be able to provide enough services for everybody in a market. 

But when we look at the people who choose our plans, particularly 

on the public exchanges, they are choosing our plans because they 

are using those providers and they need the benefits that we cover. 

Mr. MARINO. Thank you. 

Mr. Swedish, can you respond to that also? 

Mr. SWEDISH. Yes. I will maybe take a little different tack in that 

we work very collaboratively with the physician community, particularly focusing on buildout of provider collaboration models. 

A great example is our pursuit of value-based payment methodologies. In doing so over the last couple of years, now 53 percent 

of our payment to providers is based on value—i.e., outcome-driven. 

In that regard, in answer to your question, together with the provider community, we are looking at building out more affordability 

for our members, particularly in the area of controlling drug spend, 

which is escalating at a phenomenal rate. 

Just last year, you know that pharma pricing increased 13 percent. We believe that is escalating year over year. 

So, again, working in collaboration with providers in a valuebased arena, we believe we can demonstrate increasing affordability to our members. 

Mr. MARINO. I am going to stick with you for a moment, Mr. 

Swedish. I am from a very rural area, the 10th Congressional District of Pennsylvania, a lot of farm people, a lot of blue-collar workers. What impact is your merger going to have on the cost of health 

care for these individuals, and accessibility? 

Mr. SWEDISH. Absolutely, thank you, Mr. Chairman. 

There are three main elements regarding the combination of two 

companies that are very complementary. The core elements are affordability, access, and the pursuit of increased quality, quality of 

safety, quality related to service. In that regard, we believe that 

the combination will translate especially to affordability as our two 

organizations, number one, leverage the combined assets, especially 

in and around data access, creating better health care analytics, 

and then build out evidence-based protocols with our provider partners; and number two, then what savings we can create in terms 
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of efficiencies of operations. Those savings then will go to the consumers by way of better premium support. 

Mr. MARINO. Thank you. 

Mr. Haislmaier, as you heard, I represent a very rural area, and 

I continually hear from my constituents, physicians, hospitals, that 

Obamacare is just driving the price up astronomically to the point 

where some of the hospitals and physicians believe they cannot 

stay in business and my constituents cannot afford the payments 

associated with that. 

I know you talked a little bit about how Obamacare does have 

an impact. Would you expand on that somewhat, please? 

Mr. HAISLMAIER. Well, the legislation subsidizes some people, but 

the number of people it subsidizes is only a fraction of the number 

of people whose coverage was artificially—the cost of which was artificially increased by regulation. 

So in other words, I did this analysis separately a few months 

ago, and we published it in connection with the court case, and we 

did it by State, I should say, too. But when you look at the number 

of people in the individual and small group markets that are subject to the ACA regulatory requirements that drive up the cost of 

coverage, that number is about three times the number of people 

who actually got a subsidy to offset those increases. In other words, 

only about one-quarter of the population that the additional costs 

were imposed on actually qualifies for a subsidy through the exchange to help them with it. 

So I think what you are hearing from your constituents are those 

other people who are small-business owners typically or individuals 

who are self-employed who make too much money to get a subsidy 

on the exchange who are complaining because they saw their premiums go up, but they did not get any help with paying for that 

extra cost. 

Mr. MARINO. Right. Thank you. 

My time has expired. The Chair now recognizes the Ranking 

Member, the gentleman from Georgia, Congressman Johnson. 

Mr. JOHNSON. Yes, thank you. 

Mr. Haislmaier, to what do you attribute the decline in doubledigit premium increases in this country over the past few years? 

Mr. HAISLMAIER. I am sorry? 

Mr. JOHNSON. To what do you attribute the decline in the doubledigit premium increases? 

Mr. HAISLMAIER. Decline in double-digit premium increases? 

Mr. JOHNSON. Yes. 

Mr. HAISLMAIER. In what sector, sir? 

Mr. JOHNSON. So you do not recognize that premiums costs, the 

rate of escalation in premium growth has declined since the passage of the Affordable Care Act? 

Mr. HAISLMAIER. Well, no, actually, it has not. My colleague has 

done data on that that we published on premiums. I would be 

happy to have him share it with you, but it all has been published 

on the growth in premiums. 

Mr. JOHNSON. Okay, thank you. 

Mr. Nickels, Mr. Bertolini has testified that there are new market entrants, including providers, that are offering health insurance products that produce meaningful competition to health insur-
143 

ance companies, and that is one of the reasons why they would justify the merger. What is your response to that? 

Mr. NICKELS. Yes, it is correct that there are more hospitals coming into the market. Although to refer to that statistic, I think 

there were 15 new hospital plans in the last 3 years, so that is not 

a huge number. But there are some that are coming in. Some are 

interested. Consumers are interested in these kinds of options. 

But again, we are at the infancy stage here, and these plans pale 

in comparison to the size of these potential mergers. 

So is it a positive step? Yes. But it should not be used to justify 

these mergers because, again, these are fragile entities that are 

just getting into the market right now. 

Mr. JOHNSON. All right, thank you. 

Mr. Bertolini, several of your fellow witnesses cite a Commonwealth Fund study published last month that found that 97 percent of Medicare Advantage markets are highly concentrated and 

characterized by a lack of competition. What is your response to 

that finding? 

Mr. BERTOLINI. Congressman Johnson, I can only comment on 

the data that we have about the markets that we are in. In those 

markets, after the acquisition, 8 percent of Medicare beneficiaries 

will select our products. Ninety-two percent will not. In markets 

where we have nonrural areas, 18 competitors, and in rural areas, 

10 competitors, we continue to see people entering the market. And 

our comment around 15 being provider-owned is not about whether 

or not they justify the mergers, but they do justify the fact that 

barriers to entry are not as high as others would comment, and it 

is rather lower barriers to entry, as a result of the opportunities 

afforded by government-funded programs like Medicare Advantage. 

Mr. JOHNSON. Okay. Thank you. 

Professor King, all the way through Emory University just outside of my district, welcome. 

Ms. KING. Thank you. 

Mr. JOHNSON. I would like to ask you, why is the medical loss 

ratio insufficient to guarantee that premiums will not be raised 

after consolidation? You explained it, but I want you to put a little 

bit more meat on that explanation. 

Ms. KING. Absolutely. So the medical loss ratio is a key tool toward constraining insurer premiums and insurer profits and keeping the cost to health care down. But it is insufficient on its own, 

especially in the absence of competition, to maintain costs in this 

market and promote quality. 

So medical loss ratio, first of all, does not apply to about half of 

the privately insured individuals in the market who get their insurance from self-insured providers. 

Mr. JOHNSON. Okay, I understand. 

Ms. KING. So if it does not apply to them, then premiums can 

go up, and it is not going to protect them. 

Mr. JOHNSON. A merger, a consolidation, would lead to those selfinsured plans—— 

Ms. KING. Being exposed to higher premium increases. That is 

right. 

Mr. JOHNSON. All right. Let me stop you. 

Do you, Mr. Swedish, or you, Mr. Bertolini, disagree with that? 
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Mr. SWEDISH. Yes, sir, I would like to address that for just a moment. 

There is a complementary nature in the combination of our two 

companies. The fact is that Cigna presents a very large engagement in the administrative services only marketplace, meaning 

that we are supporting very large employers in national accounts. 

Those are the organizations that demand that level or type of service and product offerings. 

We believe that what is critically important for the Committee 

to understand is that there are many competitors in that space; 

number two, that these are highly sophisticated buyers of administrative service only arrangements; number three, because it is 

ASO, the savings go back to the employer. 

What is fascinating is that what we have found with respect to 

large employers is that there are at least 130 unique health benefit 

companies serving that sector of the marketplace. In 2014, there 

were 30 new companies competing in that market. Finally, the 

GAO report found that an average of 11 insurers compete for large 

group customers. 

So in any event, we believe it is highly competitive and, quite 

frankly, serves that marketplace very well, in terms of the competitive environment that we function in. 

Mr. JOHNSON. Thank you. I yield back. 

Mr. MARINO. Thank you. 

The Chair now recognizes the gentleman from Georgia, Congressman Collins. 

Mr. COLLINS. Thank you, Mr. Chairman. 

This is a concern for me, and I know the Chairman has spoken 

to this, being from a rural area. But there is also the issue of mergers and also leverage and nonleverage. The people at the bottom 

of the line who get caught in this are the actual folks who are your 

customers and also customers, frankly, of the hospitals and doctors, 

as well. It is not good—like in my district, we have had this happen 

on a couple of occasions—when the two are not able to negotiate. 

So we end up sending out letters to 38,000 and 40,000 people saying teachers in your area will not be able to use your local hospital 

because we cannot come to a satisfactory agreement. Although they 

are covered for the entire year, their contracts do not overlap with 

the hospitals, so insurance companies and hospitals negotiate on a 

different timetable then actually was sold, the policy, which, again, 

no one, frankly, understands. 

I have been listening to this debate today. The really interesting 

part, Mr. Bertolini and Mr. Haislmaier note in testimony that 

Humana has 58 percent of the individual market in Georgia and 

that number is expected to rise to 65 percent after the merger 

closes. 

Tell me why I should not be concerned about this level of concentration and how we can ensure consumers not only in Georgia, 

but I am concerned that the Ninth District of Georgia has a sufficient number of insurers to choose from in this process. 

Mr. BERTOLINI. Thank you, Congressman, for your question. 

The market currently has 10 competitors and choices for people 

to choose from, so concentration is one measure of whether or not 

there is a problem from a competitive standpoint, and we will co-
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operate with the Department of Justice in reviewing that opportunity and those issues. 

In regard to your comment about provider and health plan negotiations, I would state that the current fee-for-service payment system that causes providers and payers to have this conversation is 

why our health care costs are so high. Unless we change that dynamic to a different payment model focused on outcomes and on 

whole case and improving the health of individuals, this kind of dynamic will only continue and will leave the member in the middle. 

Mr. COLLINS. I think they are already left in the middle. I do 

want to continue on that, and I understand that there are choices, 

but those choices seem to be narrowing more and more, especially 

with the different plans. When you get to a market share of close 

to 65 percent, that does tend to at least look like you are cutting 

off avenues, especially where there is a possibility of not being able 

to buy across State lines and other things like that, you are taking 

an area—I mean, in this hearing just recently, we talked about 

this. It is not just this market but the PBM market, which I have 

a great deal of problems with because basically they are bent on 

destruction and killing the independent pharmacies. 

But as we look at this, why would this not be a concern? I know 

there are options out there, but do you understand the perception 

from the community that there is? I agree with you on outcome. I 

agree with you that we need to change some of the cost systems 

here. But when we look at this, I mean, Aetna and Humana are 

going to have 36 percent of the fully insured market in my area. 

I am just trying to get a grip on how you can explain that as 

being good when we, frankly, see problems in this all the time. 

Mr. BERTOLINI. Obviously, we have a Department of Justice review going on. To the degree that divestitures are required, we will 

make those. 

So we understand that there are some markets, a handful or so 

of markets where we have this kind of overlap that we are prepared to deal with appropriately. Most often, what we see happening now is that provider systems buy these capabilities from us 

when we decide to divest them. 

So I think we can actually create more competitors as a result 

of this combination. 

Mr. COLLINS. Okay. 

Mr. Haislmaier, would you like to respond to that? 

Mr. HAISLMAIER. No, I think that is a fair characterization. I was 

simply pointing out the extent to which concentration did or did 

not exist, Georgia being an example outside of Medicare Advantage 

where this merger would produce concentration. 

As Mr. Bertolini has said, that may be something that will be 

remedied by the State or Federal Government in insisting on a divestiture. 

There is a much larger issue about competition that is not part 

of this hearing, which is sort of that the whole business model of 

everybody needs to be updated, but that would be a topic for another day. 

Mr. COLLINS. I appreciate that, but I think it is part of this hearing. I think that is the issue. All companies, not just in this industry, there are others merging as well. You have a lot of good folks 
146 

sitting behind you and also outside this room who can tell the antitrust, they can tell the letter of law. The problem many times is 

not, are we following ‘‘the letter of the law’’ in mergers? It is the 

actual effect on the market, the actual perceived effect on the market, when dealing with hospitals or dealing with doctors. 

That is the concern that I have, the leverage issue. I have no 

problem with business models. They all change over time. But 

when you have a group that really is, frankly, at the mercy of the 

bigger players, and in my area that would be insurance companies 

and hospitals—you know the old proverb says, when elephants 

fight, the only thing that loses is the grass, okay? And the grass 

is the people that you serve. 

I yield back. 

Mr. MARINO. The Chair recognizes the Congressman from Michigan, the Ranking Member of the full Committee, Congressman 

Conyers. 

Mr. CONYERS. Thank you, Mr. Chairman. 

And I thank all the witnesses, too. 

Professor King, I am going to ask you several questions, and 

then I have a couple for Dr. Gurman. So pick your responses. You 

do not have to try to cover everything in all of the question. 

What are some of the negative effects of existing high levels of 

concentration in health care markets? Number two, what did studies of prior health insurance mergers reveal about their effects on 

competition? And why do you think the Department of Justice is 

keeping a close eye on the overarching impact of transactions for 

the entire health care system? And finally, is there any evidence 

that any savings from post-merger efficiencies are passed on to the 

consumers? 

Take your choice. 

Ms. KING. Okay. There is a lot there. 

So in terms of negative effects of prior mergers, this is one of the 

things that the FTC and DOJ look at when they look at horizontal 

mergers. They look at what has happened in the past. 

That is why Professor Leemore Dafny last week said that if past 

is prologue, here is what we anticipate that we will see. 

There have been two retrospective studies that have looked at 

health insurance mergers. I am sure you have seen these. One 

looked at Aetna and Prudential, and the other looked at 

UnitedHealthcare and Sierra. Both of them found, in the wake of 

those mergers, that there were significant price increases. The 

Aetna-Prudential merger came down with 7 percent premium increases, and then the UnitedHealthcare and Sierra came down 

with almost 14 percent increases in premiums in the wake of those 

mergers. 

One thing I want to emphasize about those mergers is that those 

were mergers where divestitures were used. So in those instances, 

it is not always easy to determine which markets are likely to see 

price increases and then target those appropriately. 

They did use a divestiture in Texas in the Aetna merger, and 

they found that that was an effective divestiture in that space. But 

nonetheless, premiums did increase in numerous, numerous affected markets as a result of those. 
147 

So I think that is what we are seeing. We are also seeing in 

those mergers, in those prior mergers, that there was no impact on 

quality so quality of care did not increase. The promises that were 

made initially about how many improvements were going to happen and the things that the consumers were going to see as benefits in those spaces did not materialize. 

Mr. CONYERS. Thank you so much. 

Ed, write some more to put in the record on this, because I wanted to ask our Dr. Gurman before time runs out to explain how 

health insurers’ monopsony power endangers the quality of health 

care available to consumers. 

Mr. Bertolini and Mr. Swedish both contend that health insurance markets are flush with competition not only from traditional 

health insurance companies, but from new market entrants. 

What is your response to those two questions? 

Dr. GURMAN. Thank you, Mr. Conyers. First of all, it is an honor 

to dialogue with you. 

The effects of mergers, which cause increased consolidation and 

not competition, are severalfold. As Professor Dafny said, the past 

is, unfortunately, prologue. So we have an ample historic record to 

show what has happened in the past. 

When there is monopsony power exercised, what happens to physicians is that if they are paid less than competitive rates, there 

is a downstream effect on patients, because physicians do not have 

the financial resources to invest in infrastructure, to invest in technology, to invest in staffing, patient education, customer service aspects of medical care. And they spend less time with their patients 

because they are dealing with all of the other regulatory issues. 

So the effect of monopsony is not only on physicians but it also 

is on patient care. 

Mr. CONYERS. Thank you very much. 

Let me close with this one question. Professor King, did the studies of prior insurance mergers reveal the effects of competition on 

consumers? 

Ms. KING. They did. In terms of price and premium increases, 

they did. Are you asking about overall health of consumers and 

their outcomes? 

Mr. CONYERS. Well, if the Chairman will let me squeeze it in, 

yes. 

Mr. MARINO. Go ahead. 

Ms. KING. I do not know of any studies. That is a great question, 

in terms of how their outcomes faired. But I know that overall 

quality of care in what was measured in those regards was not. 

There was no effect found. 

Mr. CONYERS. Thank you so much. And I thank all the witnesses. 

Mr. MARINO. The Chair now recognizes the gentleman from 

Texas, Congressman Ratcliffe. 

Mr. RATCLIFFE. Thank you, Chairman. 

As I noted in a recent hearing that we had in here on competition in the health care marketplace, the Texans that I represent 

have, in most cases, been adversely impacted and, in many cases, 

to a devastating extent, impacted by the perversely named Patient 

Protection and Affordable Care Act. 
148 

The folks in my district, certainly, have not found this law to provide affordable care or care that protects their interests with respect to choice, with respect to quality, with respect to cost. 

Health care is incredibly personal, and I think we need to keep 

that in the forefront of our mind as we talk about these mergers 

today. 

So conversations about the health care marketplace can get technical very quickly, so I want to begin with a very basic question 

for both Mr. Bertolini and for Mr. Swedish. I ask that you answer 

these quickly because I want to get to a number of questions. 

So, Mr. Bertolini, in a nutshell, how do you think the merger between Aetna and Humana will benefit my constituents? In other 

words, specifically, how will it impact their premiums and their 

deductibles and the quality of care that they receive? 

Mr. BERTOLINI. Thank you, Congressman Ratcliffe. 

Our deal is largely a Medicare Advantage deal, so those prices 

are set by CMS and by the government, so we see no commercial 

impact in the State of Texas. So this is largely around prices that 

get set by the Federal Government, which have gone down 10 percent since 2010 while trend has grown up 20 percent. So we have 

actually created savings for those members through that time 

frame, those beneficiaries. 

Mr. RATCLIFFE. Okay. 

Mr. Swedish, same question for you. 

Mr. SWEDISH. Certainly, thank you, Mr. Ratcliffe. 

The combination, we believe, will lead to better value for consumers through three core elements: provider collaboration, consumer focus, and affordability. 

The second point is that our combination is highly complementary in the sense that both geography and product focus is perfectly 

aligned in terms of maximizing the strengths of both companies in 

terms of how we are going to better serve the marketplace, whether 

it is small group, large group, the individual markets, other elements, core elements of the services we provide. 

Finally, let me underscore that health care is unique, because it 

is highly localized, and there is a competitive nature in each one 

of those localized markets, which, obviously, we believe we will be 

a very effective competitor in those markets, bringing value to our 

members. 

Mr. RATCLIFFE. Thank you, Mr. Swedish. 

Dr. Gurman, do you want to comment on that? My question for 

you actually tied into that. The district I represent, the Fourth 

Congressional District of Texas, includes a very rural area, so I 

would like you to address how the proposed merger would affect 

quality and affordability of health care delivery, specifically in 

rural areas like many of the parts that I represent. 

Dr. GURMAN. Thank you, Congressman. 

First of all, in respect to what you said earlier, our analysis of 

the Aetna-Humana merger in the commercial market space says 

that for combined HMO-PPO and point of service plans, as well as 

in those individual considerations, that Texas is one of four States 

where there would be an effect. We are not talking about Medicare 

Advantage. This is commercial insurance. This is all in my written 
149 

testimony. I will be happy to follow up with your staff, if you need 

more information about that. 

In response to your question regarding how this affects rural 

areas, I talked before in response to Mr. Conyers about the effect 

on patients. What happens, though, in consolidated markets, particularly when the consolidation goes to a company which is far 

away is that my ability to advocate on behalf of patients can be 

compromised. Every once in a while, you get a patient who has an 

unusual medical need, care need, whatever. When I talk to the 

medical director who is local, he knows that Andy Gurman is a reasonable guy who is dedicated to his patients, I hope he knows that, 

and we can have a discussion about what we are going to do, what 

resources we are going to mobilize, to take care of this patient’s 

particular needs. 

If the medical director that I am talking to is in Timbuktu somewhere as part of a megamerged conglomerate, I do not have that 

personal relationship and it becomes much harder to do that. 

The other problem is that if there is severe monopsony or market 

control, narrow networks sometimes are a consequence with that. 

If I make too much noise, I may find that I am not in the network. 

Mr. RATCLIFFE. Okay, thank you. 

Mr. Haislmaier, I want to quickly get to you. One of the stated 

benefits of these mergers has been the efficiencies that are expected to reduce costs to customers, in particular. With respect to 

past health insurance mergers, do you have any data that supports 

whether or not the savings have actually been passed on to customers? 

Mr. HAISLMAIER. No, I do not. 

Mr. RATCLIFFE. So do you have any concerns that these mergers 

will present additional barriers of entry into the health care marketplace? 

Mr. HAISLMAIER. As I pointed out in my testimony—— 

Mr. MARINO. The gentleman’s time has expired, but you can, 

please, answer that question quickly. 

Mr. HAISLMAIER. Thank you, Mr. Chairman. 

As I pointed out in my testimony, I am not saying that these are 

great, and I am not saying that they are terrible either. I am saying that they are what they are. What they are is a combination 

of companies, and they do have more or less effect depending on 

the product line and the place where the combination is taking 

place. 

Mr. RATCLIFFE. Thank you. 

I yield back, Mr. Chairman. 

Mr. MARINO. The Chair recognizes the gentleman from New 

York, Congressman Jeffries. 

Mr. JEFFRIES. I thank the distinguished Chair, and I also want 

to thank the witnesses for your testimony here today. 

Dr. Gurman, I believe on page 6 of your testimony, you cited a 

2015 study by the Association of American Medical Colleges that 

the United States will likely face a physician shortage between 

45,000 and 90,000 over the next 10 years. Is that correct? 

Dr. GURMAN. That is correct, sir. 

Mr. JEFFRIES. I think you also cite projections by the Department 

of Health and Human Services that suggest a similar shortage is 
150 

likely to occur of primary care physicians in the United States over 

that same time period. Is that right? 

Dr. GURMAN. Yes, sir. 

Mr. JEFFRIES. As we see the health insurance market consolidate 

and merge, what is your view as to how these mergers and consolidations are likely to impact what is anticipated to be a physician 

shortage across the country that I think many would find interesting to know is particularly acute in rural America? 

Dr. GURMAN. Thank you for that observation. It is of great concern. It is of concern to me as I get older and I want to know who 

is going to take care of me. It is of concern because, as markets 

consolidate, there can be a detrimental effect on physicians and 

physician practices. This can influence the career choices that people make, either to go into medicine or, once in medicine, what specialties to take. 

So our concern is that competition is better for patients, it is better for physicians, it is better for everybody, whereas consolidated 

markets give monopsony power to the insurers and makes it harder for the physicians and less attractive for physicians, particularly 

in primary care. 

Mr. JEFFRIES. Thank you. 

Professor King, I think you noted in your testimony that there 

is no evidence that savings or efficiency that result from these type 

of mergers in the past have resulted in those savings being transmitted to consumers. Is that correct? 

Ms. KING. Yes, it is correct. 

Mr. JEFFRIES. And that analysis is based on a study of mergers 

within the insurance industry that have taken place in the past. 

Could you elaborate on that? 

Ms. KING. Yes, that evidence is based on Professor Dafny’s research that she did several years ago, and also a 2015 study that 

came out by Trish and Herring, just recently in 2015. They found 

in that study that they were able to suppress or push down provider reimbursement rates, which, as we noted, can compromise 

quality in some instances, but that the increase in margins on insurance were almost exactly met, which means that provider insurance profits went up but there was no transferring back to payers. 

Mr. JEFFRIES. Thank you. 

Mr. Haislmaier, I believe in response to a previous question, you 

indicated that you are unfamiliar with any evidence that these savings have ever been passed on to consumers. Did I hear your testimony correctly? 

Mr. HAISLMAIER. Yes, that is unfamiliar. That does not mean it 

does not exist. It just means I am not familiar with it. 

Mr. JEFFRIES. Okay. But you are an expert in this industry. 

Mr. HAISLMAIER. Yes, I think the question is really a bit off-topic 

because I am not expecting a great deal in the way of savings out 

of these mergers to start with. So saying, what do you do with the 

money that is saved, if there really is not a lot of savings? I mean, 

I am looking at these as really a lot of overlap where you are just 

consolidating two into one. 

This is not dissimilar to previous mergers. I mean, Aetna in 2013 

bought Coventry. There was very little overlap between those two 

companies. There were States where Coventry had a presence and 
151 

Aetna did not, and vice versa. We are not going to see much 

change. 

Mr. JEFFRIES. But should there not be a reasonable expectation 

that to the extent these mergers are going to be evaluated by the 

Department of Justice, presumably to determine whether there 

would be some public benefit or public detriment, that there would 

be some benefit inured by the consumers that we on this panel and 

those Members of Congress throughout these hallowed halls represent? 

Mr. HAISLMAIER. Well, the issue is not that they have to show 

benefit. The issue is, is there something detrimental about it? The 

presumption is that as long as there is nothing detrimental about 

it, you can go about doing your own business and dealing with 

whom you want and merging how you want. 

The same is true on the hospital sector. I mean, look, this is kind 

of why I am in the middle here, because we have the monopsonists 

complaining about the monopolists, and the monopolists complaining about the monopsonists. I mean, you are looking at hospitals consolidating so that the insurer has no choice but to deal 

with one system. 

So the issue from a regulatory consumer perspective is not 

whether they provide good. The issue is, do they do harm? 

Mr. JEFFRIES. My time has expired. But I would just note in closing, Mr. Chair, if you would permit me, that the two companies 

that are before us today and these distinguished gentlemen, of 

course, these are publicly traded companies, which means they 

have a fiduciary obligation to their shareholders. And I think the 

notion that the mode of analysis should simply be whether it is 

likely to result in detriment to the public is a misplaced way to approach public policy here, and I respectfully yield back. 

Mr. MARINO. The Chair now recognizes the gentleman from 

Rhode Island, Congressman Cicilline. 

Mr. CICILLINE. I thank the Chairman, and I thank the witnesses 

for coming before the Subcommittee and sharing your perspectives 

this afternoon, and for providing your written testimony. 

Given the size of the parties that are involved, these mergers 

will, of course, impact the lives of millions of Americans. It is very 

important that Members of this Committee fully investigate and 

evaluate the consequences that these proposed mergers will have 

on consumers, particularly, of course, the patients. 

My sense is that, broadly speaking, the proponents of the mergers have claimed that the consolidation will result in a better consumer experience by providing improved quality of care and at a 

reduced cost. More specifically, this claim arises from the idea that 

the merged insurers will realize savings from increased efficiencies 

and will pass these savings on to consumers. 

However, I must admit after reviewing the testimony, I am skeptical. If insurers are allowed to merge, they may, in fact, become 

more efficient, but the question really is, what evidence is there 

that these savings will be passed on to consumers and to patients? 

And what will be the impact on care? 

As has been mentioned, Dr. Dafny of Northwestern University 

noted in her testimony before the Senate Judiciary Committee that 

if you look at the studies on insurance mergers that have occurred 
152 

already, they have led to increases in premiums even as many of 

these insurers pay lower rates to health care providers. 

So what I am really interested to hear from Professor King, if 

you could begin, is there any evidence that mergers of this magnitude and in this sector will actually produce cost savings to the 

ultimate consumer or patient? 

And to Mr. Haislmaier’s point, even though there might be no 

evidence of detriment, is there any evidence of a benefit when the 

market shares are as big as these proposed mergers will result in? 

Ms. KING. So to answer your first question, there is no evidence 

that these the savings in premiums are passed on to consumers. I 

looked really hard, and I found none. 

In terms of a detriment, a potential detriment, all of this is always going to be predictive. The FTC and the DOJ have to look at 

this potential merger and decide, is it likely to increase market 

power or entrench market power in these ways? I think the things 

they are concerned with: Is it likely to increase premiums? Is it 

likely to result in a loss of quality or innovation? And is it likely 

to harm competition? 

I think that what we have seen is that, historically, yes. Historically, prices are increased. Historically, we have seen no impact on 

quality in terms of it increasing or decreasing, but no evidence that 

it increases. 

In terms of harm to competition, you have to think about the fact 

that we are hoping to promote entry into these markets. And Mr. 

Swedish and Mr. Bertolini have said how important it is to be in 

the Medicare Advantage market, how important it is to be in the 

self-insured national market. These are places they would like to 

expand and grow. 

What they are doing is they are engaging in a merger to enter 

that space instead of entering it on their own and increasing competition in that space. I think that is something that we should 

really be thinking about. Is that a potential harm to competition, 

that instead of going into these areas on their own, they are attempting to acquire somebody who is already there and successful? 

Mr. CICILLINE. Mr. Bertolini and Mr. Swedish both contend, at 

least in their written testimony, that health insurance markets are 

flush with competition not only from traditional health insurance 

companies, but from new market entrants, as you just mentioned, 

which include Accountable Care Organizations and other health 

care providers. Can you just respond to that assertion? Is that a 

sufficient safeguard against some of the concerns the Committee is 

expressing? 

Ms. KING. Are you asking me? 

Mr. CICILLINE. Yes. 

Ms. KING. I am sorry. I thought you shifted. Can you ask the 

question again? I apologize. 

Mr. CICILLINE. They both sort of make the argument that health 

insurance markets are flush with competition not only from traditional health insurance companies but from new market entrants, 

which include Accountable Care Organizations and other health 

care providers. 

Ms. KING. Okay. So my sense of this is that we are definitely 

starting to see in certain markets, in the exchanges and in some 
153 

other spaces, new entrants. We are certainly starting to see that 

from integrated delivery systems and larger provider organizations. 

But I am from California, and this is a little bit like saying we 

have had 2 rainy days and that is going to overturn the entire 

drought, right? It is not going to happen that way. This is encouraging. It is good to see new entrants into the market, but it is not 

by any stretch changing dramatically the amount of consolidation 

that we are seeing across the board. 

Mr. CICILLINE. Thank you. 

I yield back, Mr. Chairman. 

Mr. MARINO. Seeing no other Congressmen or Congresswomen, 

this concludes today’s hearing. 

I want to thank all of our witnesses for attending. 

Without objection, all Members will have 5 legislative days to 

submit additional written questions for the witnesses, or additional 

materials for the record. 

The hearing is adjourned. 

[Whereupon, at 2:38 p.m., the hearing was adjourned.] 

(155) 

A P P E N D I X 

MATERIAL SUBMITTED FOR THE HEARING RECORD
156 

Response to Questions for the Record from Mark T. Bertolini, 

Chairman and Chief Executive Officer, Aetna, Inc. 
157 
158 

f 
159 

Response to Questions for the Record from Joseph Swedish, 

President and CEO, Anthem, Inc. 
160 
161 
162 
163 

f 
164 

Response to Questions for the Record from Tom Nickels, 

Executive Vice President, American Hospital Association (AHA) 
165 
166 

f 
167 

Response to Questions for the Record from Edmund F. Haislmaier, 

Senior Research Fellow of Health Policy Studies, The Heritage Foundation 
168 
169 
170 

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