Premera Blue Cross's Proposed Conversion to For-Profit Status

Premera Blue Cross’s ProposedConversion to For-Profit Status:Key Issues andFindings of ExpertConsultantsin theReview ProcessINTRODUCTIONIn May 2002 Premera Blue Cross appliedto the Washington State insurancecommissioner to convert to for-profitstatus. The application was denied in2004. In the course of the reviewprocess, both parties as well as certainopponents of the conversion enlistedtheir own expert consultants to helpinform the decision-making process.The Washington State InsuranceDepartment commissioned sevendifferent studies: four byPricewaterhouseCoopers (PwC); one bythe Blackstone Group, an investmentbanking advisor; one by Cantillo andBennett (C&B), a Texas law firm; andone by Keith Leffler, PhD, a member ofthe Commission’s staff.Four groups concerned about theproposed conversion (Premera WatchCommission, the Washington StateHospital and Medical Associations, andthe Alaska Blue Cross Conversion TaskForce) came together to commissiontwo studies by the Health Policy AnalysisProgram (HPAP) of the University ofWashington’s School of Public Healthand Community Medicine. TheWashington Hospital Association, incollaboration with the Association ofWashington Hospital Districts, alsocommissioned a report by StevenLarsen, the former Maryland InsuranceCommissioner who denied CareFirstBlueCross Blue Shield’s proposedconversion.1

Premera commissioned seven of its own studies, generally tocounter the findings in the reports commissioned by theInsurance Department and by the above groups concernedabout the conversion. Premera’s consultants included: E. LewisReid, former President and CEO and current Board member ofthe California Endowment, the largest private foundationcreated by a Blues conversion; Bank of America Securities LLC(BAS), the investment banking arm of Bank of America withexperience with BCBS companies; NovaRest Consulting, anIllinois consulting firm specializing in financial and actuarialanalyses; Milliman USA, a Seattle actuarial consulting firm;National Economic Research Associates, Inc. (NERA); TowersPerrin, a human resources and executive compensationconsulting firm; and John Steel, a Seattle lawyer specializingin corporate and securities law with experience inacquisitions/mergers and initial public offerings.PURPOSE OF THIS REPORTThis report presents a summary of the findings andconclusions of the major consultant reports commissioned inthe course of these deliberations. These studies arenoteworthy not only because they undoubtedly had a majorbearing on the commissioner’s decision, but also because theyprovide a fascinating and informative illustration of the rangeand complexity of the major issues—philosophical, strategic,and technical—that merit attention in analyzing and reachingdecisions on any proposed conversions.THE ISSUESAll of the reports by the consultants commissioned by theInsurance Department, as well as those commissioned by theexternal groups noted above, expressed strong concernsabout some or many major elements or potential impacts ofsuch a conversion. These potential impacts and elements canbe categorized as follows:• Need for capital• Need to attract or retain management talent• Fundamental nonprofit versus for-profit orientation andcommunity benefits• Medical loss and administrative cost ratios• Access to insurance (premium rates, underwritingpractices, types of benefit products and geography)• Provider rates and relationships• Quality and customer service• Local versus national ownership• Fair market value and the proposed nonprofitconversion foundationA summary of the consultant reports is presented belowunder these categories.SPECIAL NOTEThe study prepared by the Health Policy Analysis Program(HPAP) merits some explanation, as it appears to contain oneof the most extensive, if not the most extensive, reviews ofthe research surrounding previous Blues conversions (actualand proposed), focusing on 10 of those cases. HPAPsupplemented this literature review with interviews of consumerand provider leaders in six of those cases, four national experts,experts on local and state insurance markets in WashingtonState and Alaska, and many providers in both states. HPAPchose the 10 cases (CA, CO, GA, KA, ME, MD, MO, NH, NC,and VA) based on their relative currency and the availability ofrelatively good information. HPAP notes that there wereparticularly significant policy analyses in the Kansas, NorthCarolina, and Maryland proposals, and that the NorthCarolina case also included extensive interviews with expertsin the California, Georgia, Missouri, and Virginia cases.HPAP found one or more of the following reasons given tojustify the conversion in these 10 cases: access to capital,economies of scale, broader markets to serve multi-stateemployers, diversification of risk, and retention of talentedmanagement. Some observers in some of these cases werereported to believe that an unstated reason for the conversionwas to enrich the senior executives through stock, severancearrangements and/or other financial incentives.HPAP notes a complicating factor in analyzing many of theproposed or actual conversions that could lessen the observed2

or projected impacts of a conversion. HPAP reported thatmany of these cases (e.g., NC, GA, MO, VA) involved changesin behavior by the plans well before they announced theirintent to convert. National experts that HPAP interviewedattributed this to a planned strategy to put the plans in thestrongest possible financial position to enhance the value ofstock at the time of conversion. A second complicating factornoted in these analyses was that many of these conversionswere followed in a few years by sales to Anthem or Wellpoint,making it difficult to separate the impacts of conversion fromnonprofit to for-profit versus change from local to nationalownership. HPAP felt it was important to take into accountboth of these complicating factors in its analyses, because theprevious cases suggested a high probability that Premerawould be acquired by a national for-profit company if it wereto convert to for-profit status.FINDINGS OF CONSULTANTSON THE ISSUESNeed for Capital:Various consultants engaged by the Insurance Commission orthe concerned coalitions reported that Premera had not madea convincing case to convert in order to secure more capital:• Steven Larson stated that the business case made by Premerawas not compelling and had few specifics, and thereforecould not be considered a mitigating factor to offset likelynegative impacts of the conversion.• PricewaterhouseCoopers (PwC) noted that added capitalmight be used in large part to allow Premera to growoutside the two states, not benefiting their residents.• The Blackstone Group (BG), while acknowledging somebenefits associated with strengthening reserves and havinggreater access to capital and increased financial flexibility,also felt that Premera had not demonstrated a clear need inthe near-to-medium term for the amount of capitalcontemplated ($100–150 million). BG found that cash flowfrom operations was sufficient to meet Premera’s shorttermand medium-term needs. BG also stated that someadded capital was possible through increased debtfinancing and sale/lease-back of assets.• The Health Policy Analysis Program (HPAP) stated that thoseproposing to convert typically argue that new capital willallow them to grow in size and realize economies of scale,but that size does not necessarily lead to lower administrativecosts. Integration of claims and other data systems iscomplex and costly, and profit levels in health insurancecompanies are highly related to local market knowledge.In contrast, Premera’s consultants posited as follows:• Bank of America Securities (BAS) stipulated that all healthinsurance companies undergoing IPOs over the past 13years that raised capital did not have a specific statedpurpose for most of the added capital other than forstrategic flexibility.• NovaRest Consulting argued that Premera’s risk-basedcapital (RBC) ratio of 406% was only slightly better thanBlue Cross Blue Shield Association’s required minimum of375% to avoid monitoring, and that an RBC of 500% ormore was a good rule of thumb to address fluctuations inearnings, capital projects, and future growth. Of theoptions available for increasing capital (increasing profits,selling assets, borrowing, conducting acquisitions/mergers,or selling stock), NovaRest stated that raising capitalthrough the equity market was superior because it did nothave to be repaid. It acknowledged, however, thatincreased earnings would be necessary to pay dividends orincrease the value of the stock tosatisfy investors.Need to Attract or Retain Management Talent:Two of the consultants engaged by the Insurance Commissionreported that Premera had not demonstrated that the conversionwas needed to attract or retain management talent:• Cantillo and Bennett (C&B) found a very favorable (low)management turnover ratio, which they felt “raisedthe specter of a conflict of interest.”• PwC found that Premera’s turnover rates were significantlylower than industry standards, with its executivecompensation practices already above market, in terms ofbase salary, total cash (base salary plus bonus) and totaldirect compensation (total cash compensation plus longtermincentives). PwC also noted that Premera had notprovided, as of this reporting, sufficient information onwhat the CEO and other executives could “walk away3

with” as a result of the conversion (e.g., provisions for stockor stock options, expected changes in annual and long-termincentive plans or in retirement plans).Towers Perrin (TP), Premera’s consultant, countered that thetotal direct compensation for executives was at or below themarket median in aggregate and individually in all but a fewcases. TP also disagreed that the executive severanceprotection was above market and that post-conversioncommitments were unreasonable or too generous comparedto those in other IPO transactions. In presenting therationale for its positions, TP criticized PwC’s analytictechniques (i.e., using only Blues plans as the comparisongroup and not factoring in Premera’s lack of a COOposition, the duties of which were shared among severalPremera executives).Fundamental Nonprofit Versus For-Profit Orientation:The consultants engaged by the coalitions concerned with theconversion felt strongly that a change from nonprofit to for-profitownership would fundamentally change the inherent valuesand motivations, and consequent behaviors, of the organization,with potentially significant adverse impacts (including reducedcommunity benefits) on providers, policyholders and the public.• Steven Larsen contended that, while there are certainsimilarities in how both types of organizations operate,including when necessary withdrawing from lines ofbusiness and raising rates, nonprofits take these actions in abroader context and with the ultimate objective of servingthe nonprofit mission, not maximizing value for outsideinvestors or owners. He stated that this distinction inmission provides the nonprofit with greater flexibility to actin a way that lessens or ameliorates potential negativeimpacts on its stakeholders.• HPAP, noting that the community benefits provided byhealth plans are often informal and difficult to measure,nonetheless found that “available information suggests thatnonprofit health plans are more likely than for-profits toprovide benefits to the community, including safety netservices, targeting programs to low-income neighborhoods,and providing more charitable contributions”. While havingno access to information about Premera’s current level ofcommunity benefits, HPAP cited examples of views similar toSteven Larsen’s from its own interviews and thoseconducted by other consultants in the 10 cases:o “When we were dealing with BCBS (of Maine), the plansupported things like community rating, but now it is aconstant fight. When you keep a plan nonprofit, you’rekeeping the values viable.”o “For 9 out of 10 decisions…they’ll (nonprofits and forprofits)decide the same thing, but the issue is what is theimpact of the 1-in-10 decision where they will differ?”o Some experts interviewed about the North Carolina casesaid that it is “easier to regulate nonprofits and to getthem to work for the public good since you can ask moreof them regarding pricing and access for vulnerablepopulation groups”.One of Premera’s consultants, National Economic ResearchAssociates (NERA), stated that Premera would not behaveany differently following conversion regarding pricing,product design, lines of business or geography becauseit is competition, not ownership status, that shapes andconstrains a health insurer’s actions.Medical Loss and Administrative Cost Ratios:• Supplementing its findings on the more intangible, inherentvalues of nonprofit ownership, HPAP stated, based onempirical comparisons of nonprofit Blues with for-profitBlues and commercial insurers, that “a converted Premerawill likely reduce its medical loss ratio…and increase itsadministrative cost ratio in order to attain and maintainadequate profit margins”. HPAP projected that as much as10% of Premera’s revenues ($200 million annually) wouldbe shifted from payment for actual health care to otherpurposes. HPAP noted that for-profit health insurers typicallyseek underwriting gains of 2–3 percent. Those gains mustcome from lower medical payments or lower administrativecosts, yet for-profit insurers typically have higheradministrative costs. With average medical loss ratios of74% and 80% respectively for for-profit Blues and for-profitcommercial insurers, compared to 84% for nonprofit Blues(Premera’s was 85% in 2002), HPAP stated that unless thefor-profits were managing care much better to account fortheir higher administrative costs, of which there was noevidence, then their higher administrative costs were “likelyto include profits and their distribution to shareholders”.4

Access to Insurance:The following consultants engaged by the InsuranceCommission and the coalitions expressed concerns aboutreductions in access to insurance:• PwC stated that as a public company Premera “would beexpected to reach target operating margins over time foreach line of business, whereas currently some appear tobe subsidized.”• HPAP found a “mixed picture” of the effects of conversionon insurance access, noting that in four cases the convertedBlues plans continued to cover their entire geographic regionsand individual as well as group markets. HPAP also foundno evidence that the converted plans had exited publicprogram business to any greater degree than the nonprofitplans. Ultimately, however, HPAP concluded that the overallweight of the empirical evidence across the 10 cases fell onthe side of negative impacts on insurance access. Accordingly,it expressed the same concern as PwC, as well as noted theincreased likelihood that a converted Premera would becomemore aggressive in benefit design and underwriting practices,especially impacting the individually insured and peoplewith greater medical needs. Also, while noting thatempirical research from publicly available information hadnot been conducted to verify predictions of premiumincreases, HPAP also cautioned that Premera mightselectively employ this practice.• Steven Larsen contended that Premera’s dominance in theindividual market in certain areas gave it market powerover both purchasers of health insurance and providers inthose areas, and that such market power would inevitablybe exploited more aggressively by a for-profit Premera.One Insurance Commission consultant, however, Keith Leffler,did not feel that Premera, even in Eastern Washington whereit had substantial market power, could or would use it toraise premiums more dramatically if converted.Premera’s consultants reported that there would be nonegative impacts on insurance access:• NERA stated that Premera had already been focused onthe bottom line and offered only products makingcommercial sense because of competitive and legalconstraints, such that nothing different would occur in itspractices following conversion.• Milliman USA projected no increases, and perhaps aslight decrease, in Premera’s premium rates as a resultof conversion.Provider Rates and Relationships:The findings and conclusions of the consultants engagedby the Insurance Commissioner and concerned coalitiongroups included some selective concerns about provider ratesand relations:• HPAP stated that while there was information from the 10case studies that conversions could increase tensions inrelations with providers, other factors, such as the Blues’historical dependency on broad provider networks, couldmitigate against a converted plan taking a more aggressivenegotiating stance. In addition to business strategy, HPAPfound that market share, more than the corporate form ofthe owner, might well be the primary factor impactingrelations, noting Premera’s significant market power inEastern Washington and in Alaska.• PwC noted Premera’s dominance in Eastern Washington andthe potential negative consequences for providers of aconverted Premera facing increased earnings pressures.• Keith Lefffler, noting an 80% market share in 8 countiesof Eastern Washington, and 70% overall in that region ofthe state, found that Premera had already used itsnegotiating power in provider fees and “could change itspayment and contracting procedures to more fully exploit itsmarket power”.NERA, one of Premera’s consultants, argued that Premera’sstrategic need for a broad provider network, even in areaswhere it had greater market share, would preclude it fromrelating differently with its providers post-conversion. NERAstated that its data analyses showed no statistical relationshipbetween high market share and lower rates provided byPremera, with physician fees in Eastern Washington notsignificantly lower than in Western Washington. NERA alsonoted that rural hospitals in Eastern Washington werepermitted to negotiate collectively with Premera.5

Quality and Customer Service:HPAP, commissioned by the concerned coalitions, was theonly consultant that addressed this issue:• HPAP cited several studies providing some indication thatnonprofit and local plans rated higher with customers onsome quality and service indicators than did for-profit andnational plans. Based on those findings, HPAP extrapolatedthat a converted Premera could drop in performancerelative to patient satisfaction, customer service, attentionto certain preventative measures, reports of administrativebarriers, and reports of delayed care. HPAP noted thatPremera’s performance on quality indicators from aWashington public program study showed it to be aboutaverage currently.• HPAP also reported, however, that some national researchsuggested that a converted Premera might focus greaterefforts on providing more information to patients regardingtheir care management and on better patient-focusedinformation systems.Local Versus National Ownership:HPAP was also the only consultant that addressed this issue.Its major findings and conclusions were as follows:• A converted Premera would likely be purchased by anational for-profit insurer. HPAP noted that 13 of 16 Bluesthat converted over the past 15 years were now owned byAnthem or Wellpoint. One national expert interviewed byHPAP felt that these national insurers had a new acquisitionstrategy, delaying involvement until a conversion to a localIPO had already occurred, in order to: avoid beingembroiled in that process; reduce the risks of disapproval;and avoid having to “ante up” for a conversion foundationthat could lower its stock value. HPAP cited an examplewhere the CEO of a Wisconsin Blues plan publicly statedprior to the conversion to a local IPO that it had no plans tobe purchased after the conversion. Later, however, the IPOwas purchased by Wellpoint, and the same CEO stated that“when Wellpoint approached us, we had a fiduciaryresponsibility to our shareholders to investigate the offer”.• HPAP also concluded, based on both theory and theempirical evidence it examined, that a converted Premerapurchased by a national for-profit company would “focusmore on national accounts than on the uniquecircumstances of markets, consumers, and providers ofAlaska and Washington.” HPAP felt that loss of “localness,”including the community orientation of management, couldexacerbate the problems created by conversion:o Less willingness to continue unprofitable markets thatnow depended heavily on it and to focus on the uniquecircumstances of Alaska and rural Washington, wherePremera had a large market share and a shared financingrole with public sponsors. (Some interviewed by HPAP,however, felt that the larger national companies were in abetter position financially to continue unprofitable lines,and would do so to maintain or improve their imagesand/or to retain or acquire government business (e.g.,coverage for public employees).o Less support of public initiatives designed to improve overallaccess or to strengthen the community infrastructure.o More contentious interactions with providers overcontract terms and payment issues due to financialpressures, with state-based provider service centersmoved to regional or national centers (HPAP notedcurrent lawsuits against eight national for-profit insurersby 19 medical societies and 700,000 physicians).Fair Market Value and the NonprofitConversion Foundation:Several of the consultants engaged by the InsuranceCommission and concerned coalitions expressed concernsover the fairness of the value that would be received fromthe conversion by the IPO and by the foundation proposed tobe created by the conversion:• HPAP cited a study by a consulting firm engaged by theMaryland Insurance Commission in its review of theproposed CareFirst BlueCross BlueShield conversion and saleto Wellpoint. That study found that the amount of fundingmade available by conversions was very small compared tohealth system expenditure as a whole and to the assetsremoved from the public domain. It further found that theasset bases of the Blues conversion foundations in particularrepresented a very small portion of annual health careexpenditures in the states, with the income generated bythose assets therefore being virtually negligible whencompared to total health care expenditures.6

• PwC found the current and projected financialperformance for the coverted Premera to be weaker thancomparable companies. As an untested public company,PwC stated that Premera would have a lower IPO pricethan that of peers.• PwC and the Blackstone Group were concerned that theIRS might determine the transaction to be a “materialchange in structure”, triggering a 35% rather than 20%federal income tax rate. They also noted that the Alaskapremium tax would increase from 2% to 2.7% if Premeraconverted. In addition, they objected to the foundationhaving to indemnify Premera for any and all added taxobligations.• In addition to noting important gaps in information (e.g.,executive compensation plans) upon which to determinethe fair market value, PwC, the Blackstone Group, StevenLarsen, and Cantillo and Bennett found that the foundationwould not have sufficient flexibility in determining the mostappropriate times, amounts and mechanisms for disposal oftheir shares. They noted that the foundation would have todivest its stock on a fixed schedule and at a more rapid ratethan in other conversions, with a majority of the board’svoting members being nominees from the IPO. It was alsonoted that the foundation would have no representation onthe IPO’s board.• John Steel stated that based on the experiences of previousBlues conversions, there was little or no risk of the IRSdetermining the Premera conversion to be a “materialchange in structure”. He also stated that indemnification bythe foundation of any added tax obligations wascommonplace in such transactions in Washington State,and would help in the recruitment and retention of themost qualified directors.• John Steel and E. Lewis Reid also found the Board selectionprovisions and schedule for divestiture of stock by thefoundation to be normal in such transactions.CONCLUSIONAt the outset of the review process, the Washington Stateinsurance commissioner defined the critical issues through thecharges he established for the expert consultants he engaged.In his decision to deny Premera’s conversion application, hisrationale was consistent with the findings and conclusions ofhis own consultants as well as those engaged by externalgroups concerned with the proposed conversion. Followingthe commissioner’s denial, Premera Blue Cross filed a lawsuitchallenging the commissioner’s decision. At the time of thisreport, the hearing date had been scheduled.Premera’s consultants responded to the above concernsas follows:• E. Lewis Reid, citing his experiences with the CaliforniaFoundation, stated that such conversions had created a“burst” of health philanthropy addressing needs not easilysolved by government or traditional insurers.• BAS found that Premera’s metrics of performance fell wellwithin or near the range of nine recent IPOs and wouldsatisfy investor expectations and be viewed as attractive.7