BAKER DONELSON CENTER, SUITE 800

211 COMMERCE STREET

NASHVILLE, TENNESSEE 37201

MAILING ADDRESS:
P.O. BOX 190613
NASHVILLE, TENNESSEE 37219

PHONE: 615.726.5600

www.bakerdonelson.com

August 2, 2019

Federal Trade Commission

Office of the Secretary
Room H-113 (Annex X)
600 Pennsylvania Ave. NW
Washington, DC 20580

RE: COPA Assessment, Project No. P181200

The Federal Trade Commission (“FTC”) recently hosted a workshop as part of its
continuing study of Certificates of Public Advantage (“COPAs”). Wellmont Health System
("Wellmont") and Mountain States Health Alliance ("Mountain States") were granted a COPA
eighteen months ago by Tennessee and Virginia.1 The merger of these two systems formed
Ballad Health ("Ballad") on February 1, 2018. Since that date, the COPA has been actively
supervised by both states.

Ballad's experience, albeit limited, indicates that a thoughtfully designed and actively
supervised COPA shows early potential to improve population health, preserve access to
healthcare services in rural areas, and keep prices in check. Ballad submits these comments to
provide a health system's perspective on operating under a COPA.

I. A Unique COPA for a Unique Situation

To fully understand Ballad's unique story, it is important to recognize the environment in which
Ballad was created and the challenges it seeks to address.

In 2014, Wellmont, like many rural providers, found itself facing financial challenges and

1
The term "Ballad COPA" is used to refer to both the Terms of Certification Governing the Certificate of Public
Advantage granted by the State of Tennessee on February 1, 2018, available at
https://www.tn.gov/content/dam/tn/health/documents/copa/TOC-Ballad-Health-1.31.18.pdf (the “Terms of
Certification”), and the Order and Letter Authorizing the Cooperative Agreement granted by the Commonwealth of
Virginia on February 1, 2018, available at http://www.vdh.virginia.gov/content/uploads/sites/96/2017/10/Order-
and-letter-authorizing-a-cooperative-agreement.pdf (the “Virginia Order”). The State of Tennessee and the
Commonwealth of Virginia are referred to together as the "States."
struggling to maintain all of its facilities. The health system's service area has significant health
challenges. The challenges are evident in a range of health indicators, including high smoking
rates, widespread obesity, high rates of neonatal opiate abstinence syndrome, preventable
hospital stays, and low primary care and mental health provider ratios. These population health
challenges magnify the financial challenges the organization was facing.

Wellmont set out to find a partner and, after an exhaustive search, Wellmont settled on its
main competitor, Mountain States, as the best option for the region to maintain local
governance and preserve healthcare facilities. Rather than sell to a for-profit system, or to a
health system based outside the region, Wellmont and Mountain States began negotiating a
merger that would result in a significant market position, so significant that it would require a
finding by both Tennessee and Virginia that the benefits of the merger outweighed any
disadvantages resulting from a reduction in competition.

Wellmont and Mountain States filed their applications for a COPA in Tennessee (the
"Tennessee COPA") and a Letter Authorizing a Cooperative Agreement in Virginia (the "Virginia
Order") on February 16, 2016. The application approval process took the better part of two
years and an enormous amount of resources. After thoughtful deliberations, both States came
to the conclusion that the benefits of the merger outweighed the potential disadvantages.

In order to ensure the deliberate statutory benefits of the COPA would be achieved, and to
mitigate the disadvantages which the legislatures sought to avoid, the States established
detailed terms and conditions for the Ballad COPA. The terms and conditions include:

 Limitations on health plan negotiations and mandatory dispute resolution for

disputes with payors;
 Provisions to prevent pricing from increasing above the Consumer Price Index
applicable to hospitals;
 Prohibitions preventing Ballad from restricting suppliers, vendors or other
contractors from contracting with competitors;
 Prohibitions on restricting non-employed physicians from performing services
outside Ballad;
 Various aggregate and annual spending commitments tied to specific services,
research, education and population health improvement;
 Specific provisions to protect employees and preserve employee benefits;
 Provisions requiring notice to and/or approval from the States for changes to and
eliminations of services;
 Adoption of an enhanced charity care policy to expand access to services for low
income populations; and
 Extensive requirements to preserve the quality of care provided across the system.

The conditions also established procedures to ensure access to healthcare services by requiring
certain facilities to remain hospitals; requiring State approval to remove or repurpose other

2
hospitals, facilities or service lines; and requiring discounts for under- or uninsured patients.

Active supervision is a time-consuming and resource-intensive endeavor. States that approve a

COPA must provide ongoing supervision and oversight of the merged entities to ensure
compliance with the conditions of the COPA and to monitor whether the merger’s benefits
continue to outweigh any adverse effects of a loss of competition. In the case of Tennessee's
and Virginia’s COPA laws, the obligation of oversight continues indefinitely. The COPA does not
expire by its own terms and could continue as long as the benefits of the COPA outweigh any
disadvantages consistent with State sovereign policy.

COPAs are controversial because they authorize states to replace competition between health
systems with regulatory oversight. Opponents argue that health care consolidation leads to
higher prices and does not yield efficiencies, savings, or improved quality. Proponents argue
that COPAs can effectively serve state policy to foster the improved health and welfare of its
citizens, including as a state policy tool where health care providers are pursuing consolidation
to weather mounting financial challenges, just as Wellmont and Mountain States did.

II. Antitrust Regulator Concerns and Ballad's Experience Operating under a COPA

The comments below highlight the concerns most frequently raised by antitrust regulators and
provide insight on Ballad's experience operating under one of only two COPAs in the country.

(A) The Concern: Will the enhanced market share be used to increase prices?

The Reality: The Ballad COPA prevents Ballad from using its enhanced market share to
increase prices. Not only are Ballad's prices in check under the COPA, but some
employers are already starting to see a decrease in their total health care costs.

Perhaps the primary concern raised about COPAs is that merged health systems could
use their enhanced market position to increase pricing.

How Tennessee and Virginia Addressed This Concern in the COPA

Acknowledging that the reduction in competition from the merger and the parties’
enhanced market share could lead to higher total costs, Tennessee and Virginia required
Ballad to commit to significant limitations on the ability to increase prices for
commercial payors and to continue to negotiate with and contract with these private
payors. Under the Terms of Certification and the Cooperative Agreement, Ballad agreed
not to increase hospital or physician rates more than the latest CMS-approved Medicare
Market basket amount plus 0.25% (for a total of 2.95% in 2018).2 For payors that do not
offer a quality component in their fee schedules, Ballad may add an additional 1.25%

2
Terms of Certification, Addendum 1, https://www.tn.gov/content/dam/tn/health/documents/copa/TOC-Ballad-
Health-1.31.18.pdf.

3
 adjustment (up to 4.2% in 2018).3

The caps that were put in place are below the Consumer Price Index applicable to
hospital pricing. Even if Ballad were to see an increase of pricing up to the caps, which is
unlikely, yet permissible, Ballad's pricing would still be increasing at a rate lower than its
peer health systems.

It should be noted that pricing is only one component of health care spending.
Utilization is a far greater driver of cost. Prior to the merger, both Wellmont and
Mountain States, like most hospitals, were incentivized to increase utilization because
they were paid on volume, not value. As a combined system, Ballad is positioned to
move towards value-based contracting, reduce the overall cost of care, improve the
quality of care, and reducing unnecessary utilization.

Not only do the Terms of Certification and Cooperative Agreement require limits on
pricing growth, but they also require Ballad to enter into value-based and risk-based
arrangements.4 Ballad is aggressively pursuing such arrangements, and is already seeing
results. In fact, Ballad's accountable care organization, AnewCare, is one of only 21
accountable care organizations in the nation to achieve savings for the Medicare
program in each of the first five years of the program.5 The merger will effectively
double lives attributed to AnewCare from approximately 11,000 to 22,000 and Ballad
will enter into downside risk for the first time in this program. With the combined
attribution of lives brought by the merger, the savings for the federal government is
expected to increase beyond the $45 million already saved due to Ballad’s efforts.

How Tennessee and Virginia are Actively Supervising this Concern

To ensure compliance with the limits established for price increases, both States require
Ballad to annually report its price increases for payors.6 Additionally, the COPA Monitor
appointed by the State of Tennessee is charged with reviewing Ballad's new payor
contract terms to ensure these pricing limits are enforced.7

Ballad's Performance to Date

Ballad has complied with all of the COPA provisions related to the pricing concerns and
has not sought or implemented pricing which exceeds the COPA limits.8 As Ballad is

3
Id.
4
Virginia Order, Condition No. 10.
5
Ballad Health, Ballad Health’s accountable care organization generates savings for fifth year in a row (October 9,
2018), https://www.balladhealth.org/news/accountable-care-generates-savings-fifth-year.
6
See Terms of Certification, Addendum 1.
7
Id.
8
Tennessee Department of Health, Certificate of Public Advantage 2019 Department Annual Report, at page 9
(May 7, 2019), https://www.tn.gov/content/dam/tn/health/documents/copa/2019-Department-Annual-Report-

4
 pursuing more risk-based and value-based contracts, Ballad is finding that many payors
are willing to engage in total cost of care models. However, the primary challenges with
entering into more of these types of contracts are (i) the capabilities of the payors to
enter into these agreements and administer them and (ii) the limitation in the COPA
that prevents Ballad from employing more primary care doctors.9 Since attribution of
lives follows the primary care doctor this is an issue of particular importance.

Not only has this pricing concern been mitigated under the Ballad COPA, but local
employers are starting to see their employee health care costs go down - a clear benefit
of the COPA. Further, as discussed below, Ballad is structurally positioning itself to be a
high-value, lower-cost provider. Thus, there is no reason to believe that Ballad will
violate the pricing limits established by the States.

(B) The Concern: Will the quality of health care services be impacted?

The Reality: The States require Ballad to report and achieve certain clinical quality
metrics each year. Ballad is already demonstrating an improvement in quality scores
across the system.

Another key topic raised by anti-trust regulators when health systems merge is a
question about the effect of mergers on the sustainability of quality in the absence of
competition.

How Tennessee and Virginia Addressed This Concern in the COPA

Under the COPA, Ballad is required to take certain steps to report and achieve clinical
quality metrics each year. Specifically, Tennessee requires Ballad to invest $8 million in a
regional health information exchange, and form a physician-led Clinical Council.10
Virginia requires Ballad to commit to the establishment of risk-based payment models
that reward quality and value as well as implement a $150 million investment in a
common clinical information technology platform.11 Virginia has also set forth specific
Quality Measures to evaluate Ballad's performance in the area of quality.12

How Tennessee and Virginia are Actively Supervising this Issue

The States require Ballad to track and report opportunities to improve healthcare along
with data for all of the quality indicators set forth by the States. Ballad must submit such
information in the Annual Report for review by the States. Ballad must maintain a base
line of quality (based on such quality indicators) and improve quality according to the

FINAL-2019.05.07.pdf.
9
Terms of Certification §5.05(e).
10
Terms of Certification §3.05, 4.02(b) and §6.04(b)(xvi).
11
Virginia Order Conditions 10 and 26.
12
Virginia Order Condition 12.

5
 measures set forth in the Terms of Certification.

Ballad's Performance to Date

(1) Ballad is meeting or exceeding a substantial number of quality indicators,

including those established by the COPA.

Ballad is on track to meet 80% of the quality targets established for the COPA
Target Measures.13 In fact, Ballad met or exceeded 75% of the targets (12 out of
16) by June 30, 2018. This has been the result of a focused effort by
management and the Clinical Council, a direct result of the requirements of the
COPA.

(2) Ballad has received national recognition for quality.

Ballad hospitals, facilities, and services lines have received numerous awards,
certifications, and quality designations since February 2018.

(3) Mountain States was named in the top 20% of health systems by IBM/Watson.

In 2017, Mountain States was named among the top 20 percent of America’s
health systems by IBM/Watson, based on performance in key quality metrics
such as mortality rates, readmission rates, average length of stay, rate of
Medicare spending per beneficiary, emergency department throughput,
hospital-acquired conditions, and others. Other systems listed among the top 20
percent include the Cleveland Clinic, the Mayo Foundation, Mercy Health, and
Sentara Healthcare. Mountain States was the only health system in its size
category in Tennessee or Virginia to be recognized in the top 20 percent. Since
this recognition, Ballad's performance on many of these very same measures has
improved even more. For instance, Ballad's readmission rates have fallen to their
lowest levels; length of stay has declined; and overall cost of care has decreased.

(4) Ballad hospitals have received highly successful accreditation surveys by the Joint
Commission, the national accreditation agency for the Centers for Medicare and
Medicaid Services.

The Joint Commission uses the most stringent criteria for accrediting hospitals,
and hospitals are required to be resurveyed every three years. The hospitals do
not know when the surveyors will come, and the surveys are designed to capture
a real state of patient care in each hospital. Since the merger closed in February,
nine Ballad hospitals have been surveyed by the Joint Commission. In those
surveys, not one hospital was cited with a conditional level finding or threat to

13
Terms of Certification Exhibit K.

6
 life. By comparison, year-to-date, the Joint Commission has cited 52% of
hospitals surveyed nationally in 2018 with conditional level deficiencies, which
requires another survey and additional expense to the facilities. Ballad facilities
are continuing to outperform most hospitals in the nation.

(5) Ballad has received numerous other awards and recognitions highlighting the
quality of the organization's health care services and facilities:

These include:

 Just last month, a flagship hospital within Ballad, Johnson City Medical
Center, was named one of the best employers in Tennessee by Forbes
Magazine;
 This week, US News rated all three of Ballad's flagship hospitals, Holston
Valley Medical Center, Johnson City Medical Center, and Bristol Regional
Medical Center, among Tennessee’s “high performing hospitals” in several
specialties, and also rated Johnston Memorial Hospital in Abingdon, among
Virginia's "high performing hospitals" in several specialties;
 Holston Valley Medical Center was also named one of the 50 best heart
hospitals in America;
 All three flagship hospitals, Johnson City Medical Center, Bristol Regional
Medical Center, and Holston Valley Medical Center, were ranked by US News
as among the top 10 hospitals in Tennessee. Since the initial rankings, and
one year after the closing of the merger, two of these hospitals, Holston
Valley and Bristol, have moved up in the rankings to top 7 in Tennessee.
 Niswonger Children’s Hospital and the Johnson City Medical Center Family
Birth Center were recertified as the state-designated perinatal center, and
the Neonatal Abstinence Syndrome program at Niswonger has been hailed as
a national model by the Joint Commission;
 Overmountain Recovery received CARF accreditation;
 Holston Valley interventional carotid care was ranked #1 in the US by
CareChex®;
 Norton Community Hospital Inpatient Rehab was recognized for its top decile
performance;
 Lonesome Pine Hospital Family Medicine Residency program was accredited;
 Hawkins County Memorial Hospital was recognized as Top 100 Hospital;
 Franklin Woods Community Hospital was recognized as Top 100 Hospital;
 Hancock County Hospital was recognized by Becker’s Healthcare; and
 Bristol Regional Medical Center was certified by Novalis for steriotactic
radiosurgery.
 Several Ballad hospitals have been identified as being among the top
hospitals in the nation for patient safety.

(6) Ballad established the infrastructure needed to standardize quality operations

7
 and achieve improved performance.

(a) Ballad Clinical Council.

In early 2018, Ballad established its Clinical Council, comprised of

approximately 40 physicians from Ballad hospitals, the system’s medical
group and community physicians. The council meets monthly and reports
directly to the quality committee of the Ballad Board of Directors. The
group’s goal is to ensure excellence in clinical care through physician
engagement and leadership.

Since its formation, the Clinical Council has achieved success in many of
its improvement initiatives. For example, the council had an ambitious
campaign to reduce hospital-acquired clostridium difficile (C. diff)
infections by 30% in 90 days. By coordinating clinical practices across the
system, not only did the program succeed, but it surpassed its goal of
30% reduction and cut C. diff infections by 45%, with sustained results.

(b) Quality Department.

Ballad combined the functions of the quality departments operating in

the two legacy health systems and immediately began to standardize
quality operations and achieve improved performance. The quality
function reports to Ballad's Chief Clinical Officer, a physician leader, and
also reports directly to the Quality Committee of the Ballad Board of
Directors. The Quality Staff work closely with the newly established
Ballad Clinical Council. The quality department has made substantial
steps to institutionalize improvements in quality, including the following
(a) standardizing infection prevention efforts, isolation policies, and the
Joint Commission readiness program; (b) establishing an antibiotic
stewardship committee to implement best practices; and (c) adopting an
influenza vaccination policy.

(C) The Concern: How will access to healthcare services be impacted?

The Reality: The COPA requires Ballad to keep hospitals in rural areas open and
requires essential services be maintained in all counties. Ballad has not closed a single
hospital - in fact - Ballad will soon open the nation's newest rural hospital.
Additionally, Ballad has begun making investments to expand access to mental health
and dental care in underserved areas. These investments would not have been
possible without the resources generated from elimination of unnecessary duplicative
costs leading to limited operational income for the system.

The FTC expressed concern that access to healthcare will decrease due to the COPA

8
 grant.

How Tennessee and Virginia Addressed This Concern in the COPA

In addition to the monetary obligations that require Ballad to spend $308 million on
expanded healthcare services and access to those services,14 the COPA prohibits Ballad
from closing any hospital that was open as of the date of approval of the COPA, and
further, those hospitals must maintain their existing services.

Both States also included a set of HEDIS-like access measures and facility proximity
measures to track the population’s access to and use of key health services. 15 In
Tennessee, performance on these measures is scored as part of the Index. 16

How Tennessee and Virginia are Actively Supervising this Issue

Ballad may not close a hospital or remove or repurpose any service line at any facility
without prior approval of the States (except in very limited circumstances). Similarly,
Ballad cannot repurpose any hospital to a non-hospital facility without meeting specific
criteria and approval from the States.

Access metrics are scheduled to be reported to both States on an annual basis. Ballad
and the States are working closely on methodological, data quality and data source
development issues on a regular basis. Virginia has convened a technical advisory group
of community members, department of health staff, and Ballad representatives to
review these metrics.

Ballad's Performance to Date

(1) Greene County hospitals that would have likely closed under prior ownership due
to declining cash reserves remain open and expand services under Ballad.

While 108 rural hospitals throughout the nation, led in part by Tennessee, have
closed or been forced to significantly curtail services since 2010, Ballad has
implemented one of the core benefits of the merger through its vision of
eliminating unnecessary and costly duplication that threatened the viability of
these rural hospitals, and instead is sustaining the hospitals and adding services.
In FY2018, the two hospitals in Greene County, Laughlin Memorial and Takoma
Regional, saw combined operating losses of $11 million, with cumulative two-
year losses totaling nearly $31 million. Under each hospital’s previous
ownership, in 2014 and 2015, deteriorating financial results led to discussions

14
Terms of Certification Article III.
15
Terms of Certification §6.04(b)(xvi) and Exhibit C.
16
Id.

9
 between the incumbent boards and management for a consolidation of the two
hospitals. A mutual agreement could not be reached, which resulted in Takoma
being acquired by Wellmont, and Laughlin being acquired by Mountain States.
The merger creating Ballad paved the way, with state approval, for this
partnership to finally happen. Had the hospitals remained independent during
the last two years as cash reserves declined, the evidence suggests that at least
one would likely have closed. One of the two hospitals had its bond debt called
due to default, and had been burning off cash such that insolvency was
imminent. The other hospital had been “put” by the Adventist Health System to
Wellmont due, in large part, to its financial failure.

In its approval of the merger creating Ballad, the State of Tennessee agreed with
Ballad officials that “significant duplication of services exists in Greene County,
Tennessee as a result of the two rural hospitals located therein.” Further, the
State said Ballad, “may consolidate services into one of such rural hospitals and
repurpose the other rural hospital … without prior approval from the
department” under certain circumstances.

On August 1, 2018, Ballad announced plans to keep both community hospitals in

Greene County open, allowing them to work together as one hospital with two
campuses four miles from each other and enabling specialization of services that
has been shown to lead to better outcomes for patients. Beginning in early 2019,
Takoma Regional Hospital focused its services on advanced outpatient and non-
acute inpatient care, while Laughlin Memorial Hospital focused on providing
acute inpatient services.

Plans are underway to repurpose the other hospital in Greene County and will be
announced in the coming months. The plans will address an area of need that
neither health system was investing in prior to the merger.

The plans announced in Greene County illustrate how two rural hospitals that
were previously competitors in an environment where both were financially
struggling are now able to collaborate in a manner that will preserve acute care
services in Greeneville in accordance with the State’s primary goal of preserving
access, and will enhance the viability of the hospitals going forward. The
Tennessee Department of Health called this consolidation plan an “innovative
and successful solution” and stated that it remains “optimistic about this
experiment” in its 2018 Annual Report.

(2) Ballad opened a new rural hospital in Unicoi County that would not have been
feasible as a stand-alone entity.

Again, with more than 100 rural hospital closures or reductions in services
throughout the nation, led in part by Tennessee, Ballad implemented its vision

10
 for a sustainable model of rural health access. In October 2018, Ballad opened a
new rural hospital in Unicoi County, replacing an aging facility that was originally
constructed in 1953. While the hospital is not financially feasible as a stand-
alone entity, Ballad made good on a promise to the people of Unicoi County and
has not only kept the community’s hospital open, but is introducing new services
to the community and has provided a new state-of-the-art facility that houses
some of the most advanced technology within the health system.

The new hospital features limited, low-acuity inpatient acute care services, a 24-
hour emergency department, physician office space, a chest pain center and
standard and advanced diagnostics. Among the outpatient diagnostic offerings is
CT Scanning, 3D mammography and a virtual theater MRI, which features a built-
in movie screen and music to create a relaxing virtual experience for patients
undergoing scans. The better patient experience allows patients to remain still
longer, which results in more efficient, high-quality imaging. The virtual theater
MRI is the first of its kind in the Ballad system.

In addition to these services, the new hospital introduced nuclear medicine

services, allowing patients to receive cardiac stress tests close to home. The
hospital also offers inpatient cardiology coverage seven days a week. One unique
feature for the new hospital is that it is in a partnership with the International
Storytelling Center where the goal is to embed storytelling into the culture for
staff, patients, and visitors.

(3) Ballad is recruiting new physicians to the region. Many of these specialists would
not be available to the residents of this region without subsidy support or
employment by Ballad.

A key responsibility of Ballad is the recruitment and retention of physicians in the

community. Failure to do so inhibits access to care, and requires the utilization of
temporary doctors, who are not local residents and do not have continuity with
our patients. Because Ballad’s service area receives among the lowest
reimbursement in the nation from Medicare, and because many commercial
payors base their reimbursement on Medicare rates and policies, it is extremely
difficult for independently practicing doctors to generate the resources they
could receive elsewhere, thereby undermining the region’s competitiveness for
doctors. If Ballad were not recruiting, subsidizing and/or employing these
doctors, particularly the specialists, the necessary physicians simply would not
be available to the residents of our region.

Ballad has recruited new physicians and advanced practitioners to the region to
improve access to primary care and specialty care. Areas of specialty include
anesthesiology, cardiology, cardiothoracic surgery, endocrinology, family
practice, general surgery, gynecology, hematology, hospitalist, intensivist,

11
 maternal-fetal medicine, nephrology, neurology, neurosurgery, OB/GYN,
oncology, orthopedics, pain management, pediatrics, pulmonology, psychiatry,
radiology, urology, wound care, and vascular medicine. Of the more than 140
providers recruited, Ballad has utilized a combination of employment and
recruitment into existing private practices to meet the needs of local market
communities.

(4) Patients in the region have increased choice because Ballad reduced restrictions
on where physicians may practice.

Prior to the merger, Mountain States and Wellmont had restrictions on certain
specialty physicians such that they could not freely practice at the hospitals
affiliated with the competing system. While serving the competitive needs of the
hospitals, this also limited access to the hospitals for the patients. Since the
merger closed, Ballad has taken several steps to eliminate these restrictions,
including standardizing hospital contracts so hospitalists may provide cross-
coverage; allowing legacy Wellmont cardiovascular services surgeons to provide
vascular coverage at Johnson City Medical Center and allowing legacy Mountain
States cardiovascular services surgeons to provide call coverage for Bristol
Regional Medical Center during provider absences.

Nowhere has this provision had a more clear benefit than in the rural community
of Wise County, Virginia. Two of the hospitals in Wise County were affiliated with
Wellmont, while one was affiliated with Mountain States. Neither health system
would permit its physicians to provide services at the competing hospitals,
limiting the ability of the physicians to cross cover each other on call. This often
resulted in patients being transferred to a Mountain States or Wellmont hospital
in Kingsport, more than 40 minutes away. Since the merger has closed, the
physicians now cover hospitals together, and the result has been an 18 percent
growth in the surgeries performed in Wise County. While surgeries across the
region have been flat or down in volume, Wise County has seen a dramatic
increase - more patients are receiving services close to home. This also preserves
jobs in Wise County, where population has trended down and takes pressure off
Kingsport which is experiencing an acute nursing shortage affecting bed
availability.

(D) The Concern: Will Ballad be able to achieve the efficiencies needed to fund its $308
Million in Financial Commitments?

The Reality: The States require Ballad to fund the $308 million even if the system does
not achieve the expected efficiencies. With that said, Ballad is on track to invest the
full $308 Million over the next ten years.

Another concern related to Ballad is that it will not realize enough efficiencies to cover

12
its commitment to spend $308 million for population health improvement.

How Tennessee and Virginia Addressed This Concern in the COPA

The Terms of Certification and the COPA require Ballad to invest the full $308 million
regardless of whether Ballad covers this cost through increased efficiencies and savings.
The States require that Ballad spend such amount over 10 fiscal years on expanded
access to healthcare services, health research and graduate medical education,
population health improvement, and a region-wide health information exchange. More
specifically, Ballad must spend specified amounts on population health improvement,
children’s health services, behavioral health services, rural health services, health
research, medical education, and access to patient health information. Per the Terms of
Certification, these Financial Commitments are not conditional upon savings or reduced
costs.

How Tennessee and Virginia are Actively Supervising this Issue

The Terms of Certification set forth the categories of spending and annual spending
commitments, and the timing of the expenditures may only be modified with the States’
approval. In addition, the States require Ballad to submit annual reports summarizing
steps taken to reduce costs and improve efficiency and quarterly financial reports. The
States and Ballad meet together four times a year to review quarterly progress on the
plans.

Ballad's Performance to Date

Ballad is achieving its projected synergies and meeting its budget objectives. For
example, Ballad has:

 Renegotiated its supply chain pricing by choosing a single Group Purchasing

Organization – which will result in significant savings.
 Eliminated duplicate corporate positions based on service needs of the facilities,
resulting in elimination of more than 150 administrative positions, while at the
same time, investing in higher wages for nurses.
 Consolidated corporate functions in less expensive locations and eliminated
duplicate leases.
 Eliminated duplicative urgent care locations, the duplication of which were not
efficient or adding value for patients.

Ballad is spending on community health improvement according to its overall spending

plan goals. Some examples include:

 Ballad’s recent commitment of $15 million over the next decade, matched by the
State of Tennessee’s $8.25 million over the same period, to establish the

13
 Tennessee Center for Rural Health and Research at East Tennessee State
University. This would not have occurred without Ballad's investment.
 A new hospital-based dental residency program in Virginia and master’s program
in addiction counseling at Milligan College in Tennessee are being funded by
Ballad.
 Ballad has formed what it believes is the largest Accountable Care Community in
the nation, with more than 250 organizations participating, from law
enforcement agencies to school systems, United Way Agencies, Churches and
significant employers.
 Ballad has funded the expansion of residential addiction treatment beds at
Frontier Health.

(E) The Concern: Will Ballad tackle the population health issues that drove the merger?

The Reality: The COPA requires Ballad to show improvement on specific population
health measures over the next 10 years. Ballad has established the region's first
Accountable Care Community to align community efforts with Ballad's efforts to
improve the health of our citizens.

Antitrust regulators and others are concerned that Ballad will not address the
population health issues that drove the merger in the first place. By combining
increased participation in risk based contracts, significant investments in population
health interventions and infrastructure, while simultaneously promoting economic
development through investments in academics and research and job preservation and
growth, Ballad knows of few other efforts nation-wide that have a better chance of
improving the health of a community than this effort.

How Tennessee and Virginia Addressed This Concern in the COPA

Since the poor population health in Ballad’s region was a driving force behind the
merger, the COPA sets forth priorities for improving the health of the population driven
by the Commissioners of Health in both States.

How Tennessee and Virginia are Actively Supervising this Issue

Tennessee annually evaluates and scores Ballad on each population health and access
measure as well as on implementation of the Population Health Plan 17 itself. Both
Virginia and Tennessee closely track Ballad's implementation of spending plans in the
areas of behavioral health, rural access, children's services, academics and research, and
health information exchange.

Ballad's Performance to Date

17
Terms of Certification §3.04(b).

14
Ballad is only in Year 2 of the 10 year improvement period, but it has taken concrete
steps to create an infrastructure that supports and promotes population health
improvement.

I. Ballad established a Regional Accountable Care Community.

Ballad funded and has taken a lead role in establishing a regional, multi-
stakeholder Accountable Care Community (ACC) to address population health
needs across a wide geographic region. Accountable Care Communities are
coalitions of stakeholders who align their organizations’ efforts around a focused
set of population health and community well-being goals. The regional ACC will
support the formation of local community action teams and expand the work of
existing action teams, such as health councils who wish to align with the ACC
efforts. The Tennessee Department of Health stated in its Annual Report that it is
“particularly impressed by the [ACC] that Ballad is playing a lead role in
establishing in the region.”

After a process in which Ballad solicited requests for proposals, the United Way
of Southwest Virginia and Healthy Kingsport were selected to serve as the
backbone organizations for the ACC. Both of these organizations have successful
track records of collective impact in Virginia and Tennessee respectively. The
lead organizations and ACC steering team identified an initial list of prospective
member organizations across the 21 county region, and have established a
membership agreement that will govern ACC participation. Membership
recruitment is ongoing, and has surpassed 250 organizations.

These inaugural members met in a series of focus groups to review existing

consensus documents on community health needs such as department of health
plans for Tennessee and Virginia, the Southwest Virginia Blueprint for Health
Enabled Prosperity, historical CHNAs from Wellmont and Mountain States,
county health rankings, and the pre-merger workgroups report titled, “Key
Priorities for Improving Health in Northeast Tennessee and Southwest Virginia: A
Comprehensive Community Report.” The group identified four collective impact
strategies on which the ACC will focus its time and resources:

 Building a grassroots group of community partners;

 Aligning the activities, services and resources of those partners toward
population health outcomes;
 Managing partnerships to direct momentum toward population health; and
 Mobilizing communities through shared responsibility to achieve collective
impact.

II. Ballad developed a Population Health Plan with community input.

15
 Ballad deployed a comprehensive process to gather input for and draft a
Population Health Plan for approval. Ballad gathered input from internal and
external stakeholders to assess community health needs through approximately
150 interviews and 40 meetings with external groups, including the regional
accountable care community steering committee, regional health departments,
United Way agencies, Chambers of Commerce, schools and community
organizations, as well as key internal groups such as the population health and
social responsibility committee of the Ballad board of directors, the Ballad
population health clinical committee, and hospital community boards.

Before drafting the initial Population Health Plan, Ballad worked with internal
and external data experts and subject matter experts to ensure our approach to
measuring and tracking population health and access metrics was reliable and in
keeping with best practices. Meetings with both States continue to refine the
data collection and reporting process which, Ballad believes, is among the first of
its kind in the country.

Ultimately the ACC has organized itself around breaking the intergenerational
cycle of poverty that grips the region. Underpinned by a philosophy of
preventing and mitigating adverse childhood experiences (ACEs), their Striving
Towards Resilience and Opportunity for the Next Generation (STRONG) model
focuses on interventions that target infants and children, youth, teens and
families. Fueled by Ballad support of the ACC backbone, participants in the
model have agreed to align their activity and spending to support the common
ACC goals in the first decade of:

 Reduced infant mortality

 Increased kindergarten readiness
 Increased reading at grade level in 3rd grade
 Increased breastfeeding initiation
 Fewer mothers smoking during pregnancy
 Fewer overweight and obese children
 Fewer NAS births
 More physically active children
 Fewer adult drug deaths
 Less adult smoking

III. Ballad is expanding its internal risk management capabilities and developing
external relationships to focus on population health and access improvement in
the community.

In fact, the merger is resulting in more risk-based contracts at Ballad than prior

16
 to the merger. Ballad recently incorporated legacy Wellmont physicians into
Anewcare, the Ballad Medicare Shared Savings Program, effectively doubling the
number of Medicare lives in this program from around 11,000 to 22,000.
Anewcare has generated savings for the federal government and for patients for
the first five years of its participation in the program – an accomplishment
shared by only 21 ACOs nation-wide. It recently has entered into a new contract
with CMS in which it will face down-side risk for the first time. A similar
expansion in managed lives under risk has occurred in Medicare Advantage
contracts, and Ballad is in productive talks with several payers other than
Anthem to expand risk based contracts to Medicaid Managed Care and self-
insured employer programs.

Ballad is in discussion with community providers to enter into clinically

integrated arrangements. The scope of these arrangements is designed to lower
health care costs and improve quality for Ballad employees, reduce costs in the
hospital setting, and improve population health and access metrics included in
the COPA and Cooperative agreement for the large populations served by these
independent providers.

Ballad is also focusing on improving the health of its 15,000 team members and
their dependents, which will encourage health promoting policies throughout
Ballad. Consulting with Cleveland Clinic, Ballad is rolling out interventions in its
health plan which will help team members prevent and control unhealthy BMI,
diabetes, hypertension, stress, and tobacco use.

(F) The Concern: How will the merger impact the workforce and wages?

The Reality: Ballad has positively impacted the workforce and wages by investing
capital in the local economy through salaries, wages, and benefits spending. Ballad
also saved over 1,000 local jobs that could have resulted from an out-of-region
acquisition.

An important component driving the merger of Mountain States with Wellmont was the
choice facing both systems related to whether to join larger out-of-region health
systems or keep local governance control. An out-of-region acquisition of either system,
or both, would likely have resulted in the loss of 1,000 or more jobs locally. This
assertion is based on past evidence of what larger systems typically do when they
acquire smaller regional systems. As administrative and support functions are no longer
needed locally, they are consolidated into larger corporate centers. At the time of the
merger, Ballad stipulated that there would be some local synergies between the
systems, and those synergies are ongoing. However, these synergies are small relative
to the alternative of a larger acquisition of the two legacy systems.

Ballad’s investment in salaries, wages and benefits exceeds $1 billion annually, and has

17
 increased since the merger, despite lower volumes. Ballad continued to implement
annual market-based wage increases, and has done so twice since the merger. There
has been no negative impact on aggregate labor spending resulting from the merger.
Additionally, there has been an avoidance of massive reductions in workforce, which
would have resulted had the legacy systems been acquired from outside organizations.
In fact, the Tennessee Department of Health noted in its Annual Report that there have
been fewer layoffs post-merger than had been expected, and that FTE personnel
increased between February 2018 to June 2018 from 11,494 to 11,514. Ballad identified
this as one of the key benefits of the merger, and this benefit is being realized. Ballad
estimates a 1,000-person reduction in the local workforce would have resulted in an
annualized decrease in salary, wages and benefits of more than $100 million.

Also, it should be noted that Ballad recently announced an across the board increase in
nursing wages. Ballad noted the ongoing nursing shortage, and competitiveness with
other regional markets for nursing. Thus, the competition for labor continues to drive
labor pricing decisions, indicating there has been no negative impact on the labor
market related to the merger.

(G) The Concern: Will Ballad invest the necessary capital to maintain its facilities?

The Reality: The COPA requires that Ballad adhere to a Capital Plan regarding its
capital expenditures and facility maintenance. Ballad’s capital expenditures are
exceeding the combined capital expenditures of each legacy health system over the
last five years.

Some regulators are concerned that Ballad may not spend the capital necessary to
maintain its facilities under the COPA.

How Tennessee and Virginia Addressed This Concern in the COPA

Under the Terms of Certification, Ballad had to submit a Capital Plan for every 3 fiscal
years that listed the capital projects that it commits to complete, along with a timeline
for funding and estimated amount of capital to be spent.18 Ballad must provide an
update on the status of the Capital Plan in each Annual Report.

How Tennessee and Virginia are Actively Supervising this Issue

In addition to reviewing the Annual Reports that contain updates on the Capital Plan,
the States may require Ballad to hire a Facilities Consultant selected by the COPA
Monitor if Ballad spends less than 90% of the capital set forth in the applicable Capital
Plan at the end of the 3 year period. After such assessment, Ballad and COPA Monitor
would jointly develop and submit a new Capital Plan for the States' approval.

18
Terms of Certification §3.07(b).

18
 Ballad's Performance to Date

As a specific advantage related to the merger, the newly merged entity will spend
more in capital in its first year than both systems did on a combined basis in any of the
last five years. Included in this capital spending is more than $160 million over three
years to upgrade the information technology and move to a common information
technology platform. This new platform will create significant opportunity for improved
outcomes and reduced risk for patients, reduced costs, more patient engagement and
more robust sharing of critical information between providers. Additional examples of
capital deployed include: the introduction of robotic orthopedics to the market, new
MRI diagnostics, hybrid cardiovascular operating room, upgrade of wellness center
infrastructure, replacement CT scanners, new beds, a new hospital in Unicoi County,
significant upgrades to exteriors of hospitals, advanced radiological diagnostics, and a
host of other investments for the improvement of care. This is in addition to the
investment of more than $15 million for opening a new rural hospital in Lee County,
Virginia – a hospital which had previously been closed. The $15 million was unbudgeted
and there is no requirement that Ballad open a new hospital. Ballad is doing so as an
unrequired benefit from the merger.

III. REQUEST FOR EMPIRICAL RESEARCH ON COPAS

The FTC is encouraging additional empirical research on COPAs. As the agency charged with
protecting competition, we understand the FTC's fascination with COPAs, and Ballad's COPA
specifically. However, a sanctioned study on COPAs at this point in time would be premature
and, frankly, an irresponsible use of taxpayer dollars, for many reasons including:

(A) Lack of National Prevalence.

COPAs are a rarely-used state policy tool. Nationally, only two health systems in the
country currently operate under a COPA and only six COPAs have existed in the history
of the United States.

Between 1992 and 1995, approximately twenty-one states passed COPA statutes.
Despite the existence of numerous statutes, only four states issued COPAs before 2018
- Minnesota for HealthSpan Hospital System in 1994, North Carolina for Mission Health
in 1995, Montana for Benefis Health in 1996, and South Carolina for Palmetto Health in
1998. Additionally, of the four COPAs issued before 2018, three have expired
(Minnesota, North Carolina and Montana). The third, in Columbia, South Carolina, was
not a two-to-one merger and therefore has a less significant market impact.

In recent years, four states (Tennessee, Texas, Virginia, and West Virginia) have enacted

19
 or substantially amended their COPA statutes.19 Today, there are only two COPAs
currently in existence - Ballad's COPA and a COPA in West Virginia issued to Cabell-
Huntington Hospital. Neither of these COPAs has celebrated its second anniversary.
They are in their very early, formative years and not ripe for study. In 2019, Texas
updated its COPA statute. As of the date of this letter, no regulations have been issued
and no applications have been filed under the Texas COPA statute. Two other states,
North Carolina and Montana, have repealed their COPA statutes.20

The FTC has the authority under Section 6(b) of the Federal Trade Commission Act to
compel "persons, partnerships, or corporations" to provide certain information on their
business practices.21 In the past, these "Section 6(b)" studies have focused on issues of
national scale.22 COPAs simply do not rise to that standard.

(B) Access to Data.

The economists who participated in the COPA workshop gave preliminary observations
with regard to Montana, North Carolina, and South Carolina COPAs. Comments were
also made with regard to Georgia, but the Albany, Georgia combination was pursuant to
a consent order and not a COPA. In each instance, the opening remarks from the
economist were that he or she had limited data with which to work. Accordingly, the
economic analyses conducted were focused on inpatient prices derived from the
availability of Medicare cost report data. Since all the 1990s COPAs (except South
Carolina) have expired, access to data from those situations is challenging. Additionally,
the new COPAs (West Virginia and Ballad) are in their infancy. Accordingly, the available
data (or lack thereof) is a major issue for policy makers to consider.

(C) Costs / Regulatory Burden.

Section 6(b) studies are substantial investments of taxpayer funds and place significant
regulatory burdens on the private parties.23 Given the limited use of COPAs nationwide,
the investment of public funds in a national study seems premature when only two
COPAs exist. Additionally, given that both existing COPAs involve rural areas where
hospitals are struggling to remain open amidst severe financial strain, a mandatory data
process on these organizations would create an excess and undue regulatory burden
tantamount to a "COPA tax."

19
Tennessee amended its COPA statute in 2015; Texas updated its COPA statute in 2019; Virginia passed a COPA
statue for the Southwest Virginia region in 2015; and West Virginia passed a COPA statute in 2016.
20
North Carolina repealed its COPA statute in 2015; Montana repealed its COPA statute in 2019.
21
15 U.S.C. Sec. 46(b).
22
See e.g. Federal Trade Commission, FTC Seeks to Examine the Privacy Practices of Broadband Providers (March
26, 2019).
23
In 2013, the FTC initiated a 6(b) study on Patent Assertion Entities. One of the companies who received a request
(Qualcomm) estimated that reviewing documents responsive to the requests would require “250,000 hours at a
cost of more than $25 million.” https://www.reginfo.gov/public/do/PRAViewDocument?ref_nbr=201405-3084-002

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(D) Deferral.

At the current juncture, the FTC has three COPAs which have terminated and two COPAs
which have limited information. Given that the data is stale, if available at all, for the
terminated COPAs and the two new COPAs remain in their infancy, any consideration of
a Section 6(b) study should be deferred at least until more can be learned and the
significant expense to the public and the parties can be justified.

(E) Rural Healthcare.

All current COPAs are in non-urban areas. The plight of rural healthcare in the United
States is well-documented. The states and the federal government struggle to create
health policy and business models that enable and sustain rural health care. In these
markets, the competitive model is not working as desired. In many instances, there is no
competition to begin with, as the hospitals generally function as sole community
providers – often located a great distance from the next closest hospital. Accordingly, it
is of use to federal and state policy members to allow a few non-traditional models
proceed. The performance of such models would permit law makers to consider the
policy implications of how rural areas may be best accessed and served. Tennessee and
Virginia granted state action immunity to Ballad for the purpose of sustaining rural
health care and promoting investment in population health improvement. The States
are actively supervising Ballad while they evaluate the policy implications of this non-
traditional model.

(F) State Sovereignty.

The reason the state action immunity exists and COPAs are permitted as constitutional
vehicles is because the states have constitutional sovereignty over certain matters. In
the case of the West Virginia and Ballad COPAs, the states of Tennessee, Virginia, and
West Virginia have all exercised their sovereignty to clearly articulate a state public
policy and actively supervise the resulting COPAs. Attempting to create a shadow
regulatory regime under the guise of additional study would be an intrusion on the
immunity granted to Ballad.

While Ballad believes a Section 6(b) study is ill-advised at this juncture, the FTC's interest in
examining how COPAs impact price growth and quality is understandable. If the FTC decides to
pursue a study examining these issues, Ballad encourages the FTC to conduct an objective
comparison of health systems regulated by a COPA with health systems that are not regulated
by a COPA. A study designed to compare COPA-regulated mergers, where price controls and
quality measures are regulated by a State, with non-COPA mergers, where no price controls or
quality measures are in place, presents an opportunity for the FTC to examine whether COPAs
are effective in addressing the FTC's concerns.

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IV. STATE ACTION IMMUNITY.

Under the state action immunity doctrine, states can immunize certain conduct from antitrust
liability.24 The states also have the ability to immunize the actions of private parties when those
actions are taken pursuant to a “clearly articulated and affirmatively expressed” state policy to
displace competition and the conduct is “actively supervised” by the state. 25

The State of Tennessee and the Commonwealth of Virginia created, through overwhelming
majorities in both legislatures, deliberate state policies intended to provide state action
immunity from federal and state antitrust law “to the fullest extent possible to those hospitals
issued a certificate of public advantage….” Under the law in Tennessee, for example, the
following are benefits which may result from the cooperative agreement, and a brief comment
about some of the experience thus far. As noted previously, Ballad is only 18 months into the
COPA, and it remains too soon to make determinative conclusions about the results. However,
the early indications are promising.

(A) Enhancement of the quality of hospital and hospital-related care provided to

Tennessee citizens. Notably, an overwhelming majority of the quality measures
imposed by the COPA have improved from the baseline measures since the COPA was
implemented. Additionally, all three of the flagship tertiary hospitals were named by US
News to be among the Top 10 hospitals in Tennessee. One flagship hospital was named
among the top 50 heart hospitals in America and one was just named by Forbes
Magazine as one of the best employers in the State of Tennessee.

(B) Preservation of hospital facilities in geographical proximity to the communities

traditionally served by those facilities. Ballad has committed not to close any rural
hospitals for at least five years. Absent this commitment, at least three rural hospitals
were in immediate jeopardy of closure, and likely more. Nearly half of the hospitals
owned by Ballad have either had negative operating margins or cash flow. Not only has
Ballad preserved these hospitals, Ballad has constructed a new rural hospital and is
reopening a previously closed rural hospital. Not a single community has lost access to a
local hospital since the creation of Ballad.

(C) Gains in the cost-efficiency of services provided by the hospitals involved. Ballad has
provided evidence that it has contained cost growth, not only for itself, but for actual
purchasers of health care. For instance, in a letter recently released by the Mayor of
Washington County, Tennessee, Ballad was credited for a nearly 10 percent reduction in
health care costs for the employees of Washington County. Ballad’s efforts to work with
the employer to reduce unnecessary utilization, and Ballad’s willingness to enter into a
partnership with Blue Cross for the purpose of creating value for employers are directly
responsible for this positive result. Based on the data available publicly, including

24
See Parker v. Brown, 317 U.S. 341, 351–52 (1943) (establishing the state action doctrine for antitrust immunity).
25
California Retail Liquor Dealers Assn. v. Midcal Aluminum, Inc., 445 U.S. 97, 105 (1980).

22
 through public bond filings, Ballad has clearly seen its cost growth contained.

(D) Improvements in the utilization of hospital resources and equipment. Publicly

available information shows that Ballad has successfully reduced readmissions to the
lowest in the history of either legacy system. Ballad’s efforts, as articulated publicly by
at least one major employer, have resulted in reduced low acuity admissions, thus
saving the insurers, employers and taxpayers money. Ballad’s Accountable Care
Organization is one of only 21 in the nation to achieve savings for the Medicare program
in each of the last five years, saving Medicare more than $45 million. Ballad expects the
savings are likely to increase with the combined attributed lives of both legacy systems.

(E) Avoidance of duplication of hospital resources. Ballad is doing exactly what the General
Assembly prescribed in law. That is, it is reducing duplicative services. Ironically, the FTC
Workshop Panel on Ballad included panelists who complained about the reduction of
duplicative services - the very thing the law requires Ballad to do. Criticizing Ballad for
complying with state law shows how uninformed the panelists are about the COPA and
the State's objectives. Under the state action immunity doctrine, the State has
established a deliberate and clear policy statement that duplicative hospital resources
should be reduced.

(F) Demonstration of population health improvement of the region served according to

criteria set forth in the agreement and approved by the department. Ballad has
implemented the required infrastructure as directed in the COPA. Ballad has also
created the nation’s largest Accountable Care Community, consisting of more than 250
local organizations. The State of Tennessee, in its Annual Report, cited the creation of
the Accountable Care Community as one of the biggest opportunities to make
population health improvements.26 Of course, it is too soon to reach conclusions about
results, but much work has been done.

(G) The extent to which medically underserved populations have access to and are
projected to utilize the proposed services. Prior to the merger, the legacy health
systems’ charity policies stated that anyone with incomes up to 200 percent of the
federal poverty level qualify for a charity write-off of their costs. Ballad raised this
threshold to 225 percent of poverty, which means, by definition, a broader number of
people qualify for charity write-offs. Ballad has committed to the creation of a dental
residency program in Southwest Virginia, which will create access in a very underserved
region. Ballad has funded the start of a Master’s program in Addiction Counseling at
Milligan College, opening the door to additional resources for expansion of access.
Ballad has funded the implementation of an Addiction Medicine Fellowship program at
the Quillen College of Medicine at East Tennessee State University for the purpose of
bringing more specialty trained physicians to the region to help deal with the addiction
epidemic. Ballad has not yet had the opportunity to implement some of its additional

26
Tennessee Department of Health Annual Report at page 7.

23
 programs designed to not only create access, but to utilize care management and
coordination of care to improve the continuum of care for people who are not insured.

Ballad has focused on ensuring it delivers on the benefits the law prescribes while also
remaining vigilant about complying with the terms of the COPA and Cooperative Agreement in
Virginia so as to minimize the opportunity for any potential disadvantages. It is a fact that
Ballad has not been cited by the States with any deficiencies. Therefore, given the States’
thoughtful process for invoking terms, and Ballad’s compliance with those terms, the guardrails
established through the terms and active supervision are working so far.

Professor Jim Blumstein of Vanderbilt University made the opening remarks at the COPA
workshop. Professor Blumstein included in his remarks that the workshop was effectively a
“political colonoscopy” with regard to current COPAs.

Ballad is not aware of any evidence-based guidelines that would subject a fifteen-month-old to
routine colonoscopies. COPAs are of interest and should be monitored by the FTC. However,
the emergence of two COPAs does not justify the substantial time and expense necessary to
initiate and conduct a full-fledged Section 6(b) study.

Ballad is focused on integrating its two component health systems and executing on the State-
approved plans to improve population health, access to health, and quality. If a formal FTC
study is to be conducted, it should be conducted several years down the road when there is
empirical evidence to demonstrate the effectiveness of the COPA. However, initiating a study in
the next five years would be extremely burdensome and could divert important resources away
from the access, quality, and population health goals that Ballad, Tennessee, and Virginia have
all worked so hard to establish.

Respectfully submitted,

__________________________

_________________________
Richard G. Cowart
Counsel to Ballad Health

24