FTC Staff Supplemental Submission to Indiana Health Department Regarding 2025 Certificate of Public Advantage Application of Union Health and Terre Haute Regional Hospital

Federal Trade Commission Supplemental Staff Submission
to Indiana Health Department
Regarding 2025 Certificate of Public Advantage Application
of Union Health and Terre Haute Regional Hospital
Pursuant to Indiana Code 16-21-15
PUBLIC VERSION (REDACTED)
March 17, 2025
Bureau of Competition
Bureau of Economics
Office of Policy Planning

FTC Staff Submission (Public) – March 17, 2025
1
The staff of the Federal Trade Commission’s (“FTC”) Bureau of Competition, Bureau of
Economics, and Office of Policy Planning (collectively, “FTC staff”)1 respectfully submits this
supplemental public comment regarding Union Hospital, Inc.’s (“Union Health”) proposed
acquisition of Terre Haute Regional Hospital, L.P. (“THRH”) (collectively, the “Parties”) from
HCA Healthcare. We appreciate the opportunity to present our views in connection with the
Indiana Department of Health’s (“IN DOH”) review of the Parties’ second Certificate of Public
Advantage (“COPA”) application pursuant to Indiana Code 16-21-15 (“Second Application”).2
Last September, FTC staff submitted a lengthy public comment (“Prior FTC Comment”)
that urged the IN DOH to deny the Parties’ first COPA Application filed on September 14, 2023
(“Original Application”).3 Our comment analyzed the proposed merger and concluded that it
presented a substantial risk of serious harm to competition and consumers through higher
healthcare costs, lower quality, reduced innovation, reduced access to care, and depressed wages
for hospital employees. FTC staff’s analysis showed that the proposed merger’s effects would
likely be felt most acutely by patients and hospital workers in Vigo County, where the merged
entity would have a combined share of 74% of all commercially insured inpatient hospital
services provided to county residents. In late November 2024, Union Health voluntarily
withdrew its application just days before the IN DOH was set to make its decision.
On February 5, 2025, the Parties tried again to bring their four-year quest to merge to
fruition, submitting a Second Application covering the same assets as their Original Application.
FTC staff continue to have the same concerns that we raised about the Original Application. The
Second Application presents little new information. Indeed, most of the content is repackaged
prior material. For example, most of the attachments supporting the Second Application were
appended to the Original Application, and neither hospital presented new financial documents or
strategic plans. Accordingly, the analysis in the Prior FTC Comment on the Original Application
still applies, and we incorporate it by reference into this supplemental comment.
This supplemental comment addresses the limited additional information advanced by the
Parties since they withdrew their Original Application in November 2024.4 Specifically, this
comment discusses the Parties’ newly emphasized arguments defending the proposed merger,
including recent suggestions that THRH might close if the Second Application is denied. This
1 These comments express the views of the FTC’s Bureau of Competition, Bureau of Economics, and Office of
Policy Planning. These comments do not necessarily represent the views of the Commission or of any individual
Commissioner. The Commission has, however, voted to authorize staff to submit these comments.
2 2025 Application for Certificate of Public Advantage Submitted by Union Hospital, Inc. and Terre Haute Regional
Hospital, L.P. to Indiana Department of Health (Feb. 5, 2025), https://www.in.gov/health/cshcr/files/COPA-2025-
Application-Reduced.pdf (redacted).
3 See FTC Staff Submission to Indiana Health Department Regarding the COPA Application of Union Health and
Terre Haute Regional Hospital (Sept. 5, 2024), https://www.ftc.gov/system/files/ftc_gov/pdf/in_copa_comment_9-5-
24_public_redacted.pdf.
4 This supplemental comment does not address the Amended and Restated Application for Certificate of Public
Advantage Submitted by Union Hospital, Inc. and Terre Haute Regional Hospital, L.P. to Indiana Department of
Health on August 26, 2024, which is currently listed as “Withdrawn” on the IN DOH website. That information was
not made available in time to be considered during the last public comment period that ended on September 6, 2024.

FTC Staff Submission (Public) – March 17, 2025
2
comment also explains why the Parties’ purported commitments make little difference and do not
adequately protect against the clear risks of anticompetitive harm.
In sum, despite their repackaging, the Parties’ Second Application is effectively not so
different than the original. FTC Staff continues to doubt that the regulatory conditions imposed
by the IN DOH would effectively mitigate the potential anticompetitive harms to patients in the
Terre Haute area—both in the near term and in the decades to come. Instead, the proposed
merger is likely to lead to higher costs and worse healthcare outcomes for Indiana consumers, as
well as lower wage growth for hospital workers. FTC Staff asks the IN DOH to deny the COPA
and prevent the merging of Vigo County’s only two hospitals.
I. 	The Parties’ Recent Claims Do Not Support COPA Approval
A. THRH Is Unlikely to Close Without this Anticompetitive Merger
The Parties argue that, without the COPA, THRH’s “ongoing operational challenges and
declining trajectory” would negatively affect patients.5 The Second Application has numerous
statements about THRH’s allegedly deteriorating financial and competitive position, most of
which were not included in the Original Application.6 Additionally, public-facing discussion of
the COPA’s merits is often framed in terms of THRH going out of business if this merger does
not occur. In a recent Indiana Senate committee hearing on Senate Bill 119 (“SB 119”), which
would revoke Indiana’s COPA statute, Union Health CEO Steven Holman suggested as much,
and some state senators followed with understandable concerns about a THRH closure.7
In principle, FTC staff shares the concern and never wants to see a valued hospital exit a
community. But there are credible reasons to doubt Union Health’s suggestions that HCA
Healthcare would close THRH if the COPA is denied.8 Notably, the Parties did not represent in
their Original Application or in their Second Application that THRH would close if the COPA
application is denied. When Union Health’s CEO was pushed on this point at a 2021 legislative
hearing on the COPA law, he predicted that THRH would not exit the market absent the merger,
stating, “I do not believe the other system would leave the community.”9
5 Second Application at 49.
6 Second Application at 7–9, 57–58, 65, 67, 69, 76, 83, 95, 96 (describing THRH’s declining position in the market
over the last year, including financial and operational challenges, physician departures, and service line reductions).
7 See Indiana General Assembly 2025 Session, Senate Health and Provider Services Committee Hearing on SB 119
(Feb. 12, 2025), https://iga.in.gov/session/2025/video/committee_health_and_provider_services_3900/. In this
hearing, Union Health CEO Steven Holman said, “Some have asked, well why don’t you just let [THRH] close and
then just go ahead and buy the real estate and then you don’t need a COPA.” Senator Liz Brown asked Union
Health’s CEO whether he could “explain to me the difference between the hospital merging or the hospital closing.”
Yet another legislator, Senator Shelli Yoder, explained the predicate behind the COPA law: “We were more
concerned about, were we going to lose this other hospital… What this community was saying was, we’ve got two
hospitals, one is going to close.”
8 Representatives from HCA Healthcare, THRH’s parent company, did not testify at the Senate Committee Hearing
on SB 119.
9 See Testimony by Steven Holman of Union Health at Indiana General Assembly 2021 Session, Senate Health and
Provider Services Committee Hearing on SB 416 (Feb. 10, 2021) (emphasis added),
https://iga.in.gov/session/2021/video/committee_health_and_provider_services_3900.

FTC Staff Submission (Public) – March 17, 2025
3
FTC staff closely evaluated this specific issue, analyzing THRH’s financial condition
based on documents provided by the Parties in their Original Application. As discussed in the
Prior FTC Comment,10 FTC staff found that THRH was profitable from 2018 to 2023 and
financially stable;
Nothing in the Second Application changes FTC staff’s
confidence that THRH is unlikely to close without the merger. The Parties did not submit any
new financial statements or other information to support the claim that THRH is in dire financial
straits.
FTC staff’s prior analysis of THRH’s financial health was primarily based on nonpublic
information, and therefore most of it had to be redacted from the public version of the Prior FTC
Comment. In the interest of increased transparency to the public, FTC staff have now engaged in
additional analysis, using publicly available data from the Healthcare Cost Report Information
System (HCRIS). The Centers for Medicare & Medicaid Services (CMS) generates HCRIS data
from cost reports that it requires from all Medicare-certified hospitals, including the Parties. The
hospitals submit detailed financial information that includes revenues and expenses, and CMS
then verifies the information. While the HCRIS data does not precisely match the line items in
THRH’s financial statements, it provides another snapshot of the financial health of the hospital.
Table 1: THRH Select Financial Indicators for Fiscal Years 2018-2022
Dollars in Thousands
(Source: HCRIS data from CMS)
FY 2022 	FY 2021 	FY 2020 	FY 2019 	FY 2018
Total Income 	$112,677 	$128,919 	$132,661 	$139,721 	$143,038
Total Cost 	$96,105 	$110,371 	$110,777 	$122,061 	$125,653
Net Income 	$16,572 	$18,548 	$21,884 	$17,661 	$17,385
As Table 1 shows, HCRIS data demonstrates that THRH was profitable because its net income
was positive and steady between 2018–2022.11 In 2022, THRH had a higher net income (as a
percent of total income) than 83% of other hospitals in the HCRIS data. For years 2018–2021,
THRH had a higher net income (as a percent of total income) than between 73–84% of all other
hospitals. THRH’s profitability both in absolute terms and compared to other hospitals in the
United States shows no sign that it is at significant risk of closing if IN DOH denies the Second
Application.
10 See Prior FTC Comment at 10–14.
11 HCRIS data for THRH is not available beyond Fiscal Year 2022. Net income is calculated from taking an
aggregation of all patient revenue and all revenue from other sources and subtracting out an aggregation of all
operating expenses and all other expenses. Other revenue and other expenses are provided at the discretion of THRH
and are not exactly specified, so a more detailed breakdown is not possible.

FTC Staff Submission (Public) – March 17, 2025
4
B. Hospitals’ Claims of Potential Closures Are Often Proven False
When facing antitrust scrutiny, merging hospitals often claim that sell-side hospitals
would close without the merger, recognizing that the FTC takes such concerns seriously. But,
whenever these self-serving claims are actually tested, they are nearly always proven false.12 The
Parties point to the FTC’s challenge of Novant Healthcare’s purchase of two CHS hospitals in
their Second Application, as analogous to the hospitals’ purported challenges in Vigo County.13
Indeed, IN DOH should take a closer look at that proposed merger as it is instructive—only not
in way that Union Health and THRH suggested.
When the FTC challenged Novant’s purchase of two CHS hospitals in North Carolina last
year, the hospital-defendants claimed that CHS’s two hospitals would fail without the merger:
“[these hospitals] cannot afford to continue sustaining losses” and “there is no buyer waiting in
the wings to rescue these hospitals.”14 One CHS hospital, Lake Norman Regional, was
supposedly “small and declining, lacking the network and resources to be a viable competitive
option for patients,” with utilization and quality metrics that were allegedly poor and declining.15
CHS also claimed that the smaller hospital—Davis Regional Psychiatric—would certainly go out
of business.16
FTC analysis contradicted this testimony, demonstrating, among other things, that Lake
Norman Regional was still providing quality healthcare to patients.17 The district court credited
the hospital executives’ fearmongering and denied the FTC’s request for a preliminary
injunction.18 But an appellate court later enjoined the acquisition pending appeal and the
hospital-defendants abandoned the merger.19 Despite the hospital-defendants’ insistence that no
other buyer would step in and its suggestion that the two struggling hospitals could fail, two
alternate buyers quickly purchased CHS’s hospitals shortly after the merger fell through.
Both hospitals still serve their local communities today, a point that Union Health and
THRH have failed to mention to the IN DOH.20 In December 2024, after Novant and CHS
terminated their merger agreement, Duke University Health System bought the so-called “small
12 See Table 2, infra, and accompanying text. See also David Balan, Hospital Mergers That Don’t Happen, NEJM
CATALYST (Oct. 24, 2016) (“Stepping back, we can see that in all four cases whose final disposition is known,
alternative affiliations were ultimately made.”).
13 Second Application at 50.
14 FTC v. Novant Health, Case No. 5:24-cv-00028-KDB-SCR, Defendants’ Amended Opposition to Plaintiff’s
Request for Preliminary Injunction, at 8–9.
15 Id. at 5–6 (cleaned up).
16 FTC v. Cmty. Health Sys., 736 F. Supp. 3d 335, *345 (W.D.N.C. 2024).
17 Id. at *357.
18 Id. at *346.
19 FTC v. Novant Health, Inc., 2024 U.S. App. LEXIS 14787 at *4, (4th Cir. 2024).
20 The Parties stated that CHS “had no other bidders for the hospitals despite reasonable efforts to sell them to
others. The court found that under these circumstances the public interest favored allowing the merger to proceed
rather than risk the loss of services from the community. The same is true in Terre Haute.” Second Application at 50.
What the Parties fail to mention is that CHS quickly found other bidders for the hospitals after the Novant/CHS
transaction fell through, and those hospitals are still in service today. FTC staff believe this would also be a likely
outcome in Terre Haute, based on our analysis of THRH’s financial condition as stable.

FTC Staff Submission (Public) – March 17, 2025
5
and declining”21 Lake Norman hospital from CHS for $280 million, a similar price to Novant’s
offer. Duke Health announced that, with the acquisition, it would support hospital providers and
employees in their mission to deliver exceptional care.22 Another healthcare system, Iredell
Health, purchased Davis Regional Psychiatric, the smaller CHS hospital. Iredell’s President and
CEO said that the hospital is “an important investment in our community and allows us to
continue to expand with those needs.”23
As the Novant/CHS example shows, FTC staff’s rigorous analysis of hospitals’
performance has consistently proven to be more accurate than hospital executives’ self-serving
statements. The FTC takes hospital closure concerns seriously and has not challenged mergers
with hospitals that are truly failing financially and cannot remain viable without the proposed
acquisition. In numerous mergers that cannot be disclosed due to confidentiality protections, the
FTC has not intervened in such circumstances. One public example is the FTC’s closed
investigation into the Scott & White Healthcare’s acquisition of King’s Daughter Hospital in
Texas. There, the evidence revealed that King’s Daughter’s financial condition would have likely
caused the hospital to close in the future and there were no other viable buyers.24 The FTC did
not challenge the merger even though it presented competitive concerns.
In fact, a review of FTC challenges to hospital mergers from the past decade, shown
below, reveals that none led to any hospitals shutting down or terminating services in local
communities.25
Table 2: Antitrust Hospital Merger Challenges
Antitrust Merger
Challenge
Result of Merger
Challenge
Sell-side hospital
closed?
Current state of sell-
side hospital?
Novant/CHS 	2024—hospitals
abandoned merger
after court decision
No 	Hospitals still in
business, purchased
by another entity
John Muir/San
Ramone Medical
Center
2023—hospitals
abandoned merger
No 	Hospital still in
business with prior
ownership structure
21 FTC v. Novant Health, Case No. 5:24-cv-00028-KDB-SCR, Defendants’ Amended Opposition to Plaintiff’s
Request for Preliminary Injunction, at 5.
22 Duke Health, Duke Health to Acquire Lake Norman Regional Medical Center (Dec. 11, 2024),
https://corporate.dukehealth.org/news/duke-health-acquire-lake-norman-regional-medical-center.
23 Susanna Vogel, CHS Offloads Two North Carolina Hospitals to Iredell Health, H EALTHCARE D IVE (Oct. 3, 2024),
https://www.healthcaredive.com/news/chs-iredell-health-hospitals-acquisition-north-carolina/728790/.
24 Fed. Trade Comm’n, Statement of Bureau of Competition Director Richard Feinstein on the FTC’s Closure of its
Investigation of Consummated Hospital Merger in Temple Texas (Dec. 23, 2009),
https://www.ftc.gov/sites/default/files/documents/public_statements/ftcs-closure-its-investigation-consummated-
hospital-merger-temple-texas/091223scottwhitestmt.pdf.
25 FTC staff relied on public information to determine the current operating status and ownership of each hospital the
FTC prevented from being acquired by a competitor within the last ten years. FTC staff involved in this comment
are also unaware of any hospital closures following pre-2015 FTC merger challenges.

FTC Staff Submission (Public) – March 17, 2025
6
Antitrust Merger
Challenge
Result of Merger
Challenge
Sell-side hospital
closed?
Current state of sell-
side hospital?
after antitrust
challenge announced
Hackensack
Meridian/Englewood
2021—hospitals
abandoned merger
after court decision
No 	Hospital still in
business with prior
ownership structure
HCA/Steward 	2021—hospitals
abandoned merger
after antitrust
challenge announced
No 	Hospitals still in
business, purchased
by another entity
Advocate/Northshore 	2017—hospitals
abandoned merger
after court decision
No 	Hospital still in
business with prior
ownership structure
Hershey Medical
Center/Pinnacle
Healthcare
2016—hospitals
abandoned merger
after court decision
No 	Hospitals still in
business, purchased
by another entity
C. FTC’s Public Comments Are Tailored to the Union Health/THRH Acquisition
Union Health has recently suggested that FTC staff’s public comments should be
discounted because the FTC opposes COPAs generally and that FTC staff’s public comments
opposing different COPAs are virtually identical.26 Union Health ignores that the FTC issued
civil investigative demands to Union Health and HCA/THRH and reviewed thousands of
business documents to investigate this particular proposed merger. Our team consisted of
lawyers, economists, and financial analysts who evaluated the specifics of the proposed Union
Health/THRH merger and clearly presented our analysis of it in the Prior FTC Comment.27
To be sure, many COPAs present similar issues, and the FTC most frequently weighs in
where there are competitive concerns. For context, very few proposed hospital mergers involve a
COPA application. Many hospital mergers present no competitive concerns after preliminary
FTC review. By contrast, COPA applications often involve a considerable cost and delay for
merging hospitals. And, if approved, a COPA often imposes significant regulatory burdens on the
merging hospitals and the state. Therefore, in many cases, a rational hospital would only pursue a
COPA if necessary to immunize the merger from the antitrust laws. Unsurprisingly, the FTC
26 Indiana General Assembly 2025 Session, Senate Health and Provider Services Committee Hearing on SB 119
(Feb. 12, 2025), https://iga.in.gov/session/2025/video/committee_health_and_provider_services_3900/.
27 See, e.g., Prior COPA Comment at 10–14 (financial condition), 23–27 (market shares), 20–23 (diversion ratios),
and 57–59 (labor analysis).

FTC Staff Submission (Public) – March 17, 2025
7
finds that most mergers subject to COPAs would likely result in price increases, declines in
quality of care, and lower wages for hospital employees.
Union Health’s CEO suggested that the IN DOH should approve this anticompetitive
merger because opponents have not offered sufficient alternative means to improve public health
outcomes facing Vigo County.28 This argument misses the point. The main goal of blocking a
proposed anticompetitive hospital merger is to prevent the status quo from getting worse due to a
loss of competition. Union Health is already the largest healthcare provider in Vigo County with
wide responsibility for the patient population. If the population currently faces serious health
challenges, eliminating Union Health’s closest competitor is unlikely to improve conditions.
Indeed, if the IN DOH denies the Parties’ Second Application and finally puts an end to their
four-year-long quest to merge, Union Health and THRH will regain their full incentive to
compete with one another on quality, accessibility, and price.29
D. Public Concerns About the Ballad Health COPA Are Relevant to IN DOH’s Analysis
In the Prior FTC Comment, FTC staff provided detailed information about the Ballad
Health COPA in Tennessee and Virginia that may be useful to the IN DOH as it evaluates the
Union Health/THRH COPA application. In the recent Senate committee hearing, Union Health
CEO Steven Holman complained that it was inappropriate to compare its proposed COPA to that
of Ballad Health,30 which has been the subject of public criticism in the time since its COPA was
implemented in 2018. Mr. Holman further stated that he has spoken with the CEO of Ballad
Health, who claimed that Ballad Health has been successful and that the public criticism was
based on cherry-picked data.31A 2024 news article stated, “Ballad has failed to meet the baseline
values on 75% or more of all quality measures in recent years—and some are not even close—
according to reports the company has submitted to the health department.”32 FTC staff continues
to believe that public concerns expressed about Ballad Health are relevant to the IN DOH’s
consideration of the proposed Union Health COPA.33
28 Indiana General Assembly 2025 Session, Senate Health and Provider Services Committee Hearing on SB 119
(Feb. 12, 2025), https://iga.in.gov/session/2025/video/committee_health_and_provider_services_3900/ (“the state of
Indiana is being used on a national thing against hospital mergers…But really not one person, every time is an
article gets picked up has called me and said hey here’s three more ideas to improve the health of the community
because you don’t need a COPA.”).
29 See Prior FTC Comment at 34–35.
30 Indiana General Assembly 2025 Session, Senate Health and Provider Services Committee Hearing on SB 119
(Feb. 12, 2025), https://iga.in.gov/session/2025/video/committee_health_and_provider_services_3900/.
31 Indiana General Assembly 2025 Session, Senate Health and Provider Services Committee Hearing on SB 119
(Feb. 12, 2025), https://iga.in.gov/session/2025/video/committee_health_and_provider_services_3900/ (Steve
Holman: “I want to tell you I’ve been in constant contact with the CEO of Ballad Health, and what he tells me is
there has been cherry picked data….”).
32 Brett Kelman, Tennessee Gives This Hospital Monopoly an A Grade – Even When It Reports Failure, KFF
H EALTH N EWS (May 29, 2024), https://kffhealthnews.org/news/article/tennessee-a-grade-ballad-health-hospital-
monopoly/.
33 See FTC Prior Comment for more detailed discussion of the public criticism of Ballad Health. See also Brett
Kelman and Samantha Liss, These Appalachia hospitals made big promises to gain a monopoly. They’re failing to
deliver, USA TODAY (Sept. 29, 2023), https://www.usatoday.com/story/news/nation/2023/09/29/ballad-health-
hospitals-fall-short-quality-and-charity-care/70975091007/.

FTC Staff Submission (Public) – March 17, 2025
8
FTC staff relies on a large body of research and studies regarding hospital consolidation
when evaluating hospital mergers operating under COPAs. In 2022, FTC staff issued a COPA
Policy Paper and Key COPA Facts describing studies of prior COPAs in North Carolina,
Montana, and Maine, finding that they resulted in higher prices and reduced quality of care,
despite regulatory commitments designed to mitigate these anticompetitive effects.34 This
research collectively demonstrates the difficulty of implementing a COPA and monitoring a
hospital monopoly in perpetuity with the goal of achieving better results than through
competition.
That said, the Ballad Health COPA is also relevant to our analysis as it involves
ostensibly the most rigorous state COPA oversight that we have observed. Yet there are still
significant concerns about its effectiveness in mitigating the harmful effects of the underlying
hospital merger. Since staff filed the Prior FTC Comment, the Tennessee COPA Monitor for
Ballad Health from 2018–2024 said that the state’s lenient grading system allowed Ballad Health
to continue operating under the COPA even when Ballad Health failed to meet the state’s quality-
of-care goals; he is unconvinced that the state-sanctioned monopoly had prevented any hospital
closures or benefited local residents overall.35 The IN DOH should heed his warning as it
evaluates whether COPA oversight would prevent harm to patients, employers, and healthcare
workers from the proposed combination of the only two hospitals in Vigo County.
Furthermore, the terms and conditions Ballad Health agreed to when its COPA was
approved have been amended four times since 2018,36 arguably weakening the commitments that
were supposed to protect the public from anticompetitive effects of the merger. In addition, the
terms and conditions were suspended for two years during the COVID-19 pandemic.37 Similarly,
34 See Fed. Trade Comm’n, FTC P OLICY P ERSPECTIVES ON C ERTIFICATES OF P UBLIC A DVANTAGE 3–4 (2022),
https://www.ftc.gov/system/files/ftc_gov/pdf/COPA_Policy_Paper.pdf.
35 See Brett Kelman, The Only Hospital in Town: Six Years Into an Appalachia Hospital Monopoly, Patients Are
Fearful and Furious, KFF H EALTH N EWS (Dec. 6, 2024), https://kffhealthnews.org/news/article/ballad-health-
tennessee-virginia-hospitals-merger-monopoly-complaints/.
36 At the request of Ballad Health, the Tennessee Department of Health has amended the COPA Terms of
Certification (“TOC”) four times during the first five years of the COPA. See Fourth Amended and Restated Terms
of Certification Governing the Certificate of Public Advantage Issued to Ballad Health (Jul. 1, 2023),
https://www.tn.gov/content/dam/tn/health/documents/copa/FourthAmendedandRestatedTOCGoverningtheCOPA_FI
NAL.pdf. Some of the modifications to the original TOC include the following: multiple changes to the
methodology used to calculate pricing limitations; multiple changes to the target quality measures used to evaluate
Ballad Health’s performance; expanding the physician employment cap in certain specialty areas; altering Ballad
Health’s annual spending commitment in the local community; and lifting prohibitions on Ballad Health’s ability to
enter into noncompete agreements with physicians and oppose certificate of need applications filed by potential new
entrants into the market. See also Letter from Morgan McDonald, Tennessee Dep. of Health Commissioner to Alan
Levine, CEO of Ballad Health (Dec. 20, 2022), https://www.tn.gov/content/dam/tn/health/documents/copa/2022-12-
20-TDH-AG-response-to-Ballad-A1-rate-cap-request.pdf (“We encourage Ballad to negotiate vigorously for
appropriate market-based increases. No provision specifically prohibits Ballad from seeking increases, even from
Standard Payors . . . up to or even exceeding the Addendum 1 Rate Cap.”).
37 The Ballad Health COPA TOC were suspended from March 2020 through July 2022, which may have created an
opportunity for Ballad Health to increase its prices without regard to the rate regulations it normally would have
been subject to under the COPA agreement. See Letters from Tennessee Attorney General Herbert Slatery to Alan
Levine Regarding Suspension of TOC Provisions, Chairman & CEO of Ballad Health dated Mar. 31, 2020,
https://www.tn.gov/content/dam/tn/health/documents/copa/2020-03-31%20Temporary%20Suspension-Letter%20-

FTC Staff Submission (Public) – March 17, 2025
9
in the Parties’ Terms and Conditions, there is a process for modifying the commitments that
Union Health has proposed.38 If the COPA is approved, there is no guarantee that these
commitments would continue unchanged, which would cast further doubt on the COPA’s
effectiveness.
E. IN DOH Should Consider State-Wide COPA Effects and the Impact on All Patients
The parties indicate in the Second Application and in recent public statements that the
proposed merger’s impact is limited to Vigo County and the surrounding service area.39 Union
Health echoed this sentiment at the Senate Health and Provider Services Committee Hearing on
SB 119 on February 12, 2025.40 However, IN DOH should consider the costs of the proposed
merger that extend beyond the immediate service area.
Although the primary locus of merger effects is Vigo County, any impact would still be
felt across the state. Several businesses headquartered elsewhere in Indiana (e.g., Steel
Dynamics, Ivy Tech Community College, Green Leaf., Inc.) have Terre Haute-based employees.
Such businesses would directly experience higher costs if hospital and physician prices increased
for employees in and around Vigo County.
Similarly, the state itself would also be forced to absorb increased healthcare costs for
state employees that live in Vigo County. For example, Indiana State University has many
employees in Vigo County. Any increase in healthcare costs for those employees on the state
health plan would come out of the state’s budget. And while the legislation provides that the
hospitals would cover “reasonable costs” of COPA oversight,41 there would still be state
employees and resources devoted to monitoring Union Health as the law requires active
supervision.
Finally, the proposed merger’s competitive harm would also extend beyond commercially
insured patients and affect patients insured by Medicare and Medicaid. These patients would
experience any decline in quality of care as well as reduced access to services–stemming from
longer travel and wait times, consolidated facilities and services, less investment in available
technology and equipment, and other restrictions.42
executed.pdf, and Dec. 3, 2021, https://www.tn.gov/content/dam/tn/health/documents/copa/2021-12-03-AG-and-
TDH-Reasonable-Recovery-Letter-to-Ballad.pdf.
38 See Second Application COPA Terms and Conditions at 14 (“Union Hospital may at any time notify the
Department and request one or more modifications to the Terms and Conditions due to changes in circumstances
that have materially affected its ability to comply with one or more of the Terms and Conditions . . .”).
39 See, e.g., Second Application at 31 (“this should not be interpreted as a disregard for the health care costs paid by
the residents of Vigo County and the other counties in the Service Area, or by health care payors.”), at 33 (“Union
Hospital has no plans to reduce the types of health care services provided to the residents of Vigo County or the
other counties of the Service Area”).
40 Indiana General Assembly 2025 Session, Senate Health and Provider Services Committee Hearing on SB 119
(Feb. 12, 2025), https://iga.in.gov/session/2025/video/committee_health_and_provider_services_3900/ (Sen.
Bohacek: “So, this [COPA] does not impact anywhere else in the state, correct?” Sen. Goode: “Correct.” Sen.
Bohacek: “Okay so for me this is no different than a food and beverage tax.”).
41 I.C. § 16-21-15-6.
42 See Prior FTC Comment at 17, 44.

FTC Staff Submission (Public) – March 17, 2025
10
F. Union Health’s Sunk Costs Should Not Justify State Approval
At the recent Senate committee hearing on SB 119, Union Health suggested that its
Second Application should be approved because it spent several years and $3 million complying
with the IN DOH’s requests.43 But Union Health’s gamble is not a reason to approve the Second
Application. Union Health made a business decision to apply for a COPA despite obvious
competitive concerns with its plan to acquire its closest competitor. Union Health knew that it
would incur time and financial costs associated with the application, even if the IN DOH
ultimately denied its COPA application as contrary to the state’s interest.
Further, Union Health has largely controlled the timing throughout this process. It has
pursued this COPA for years, first lobbying to enact the COPA law in 2021, then submitting its
COPA application in September 2023. The Parties had ample chance to provide information
supporting their COPA in the 14 months that IN DOH reviewed the Original Application. But, in
late November 2024, Union Health voluntarily withdrew its application just days before the IN
DOH’s decision deadline of December 4, 2024. Had Union Health not withdrawn its Original
Application, the COPA process would already be completed.
II. 	The Parties’ Proposed Commitments Would Not Prevent the Likely Competitive Harm
The Parties’ Second Application offers 45 purported “commitments” that they claim
would mitigate the competitive harms resulting from the proposed merger.44 The Parties
professed that they designed new commitments to address the IN DOH’s feedback on the
Original Application, as well as the many concerns expressed in the public comments submitted
to the IN DOH.45 At first glance, the commitments may appear to be a significant development.
Upon closer look, however, most of these commitments are not substantively new; they are
merely repackaged content from the Original Application, much of which FTC staff already
addressed in the Prior FTC Comment. The limited new commitments are largely aspirational and
do not change our concerns with their COPA Application.
We provide this analysis of the proposed commitments, following the order of the Parties’
Second Application Exhibit B. Attachment A is a table that walks through FTC staff’s responses
to each of these commitments and complements this section. We also identify which of the
commitments are merely recycled material and include cross-references to the Original
Application and the Prior FTC Comment that provides more detailed information on the
commitments.
We note at the outset that, in addition to their individual limitations, these 45 alleged
commitments also suffer from questionable enforceability. Each of them includes an
“Accountability Mechanism” that requires annual reporting and addressing “Noncompliance”
43 See Indiana General Assembly 2025 Session, Senate Health and Provider Services Committee Hearing on SB 119
(Feb. 12, 2025), https://iga.in.gov/session/2025/video/committee_health_and_provider_services_3900/.
44 See Second Application Exhibit B (Commitments) for a complete list of the 45 commitments. These are also
repeated throughout the main Second Application that is publicly available on the IN DOH’s website, at 69–97.
45 Staff Report, Union Health Discusses Key Differences Between Its Two COPA Applications, TRIBUNE-S TAR (Mar.
5, 2025), https://www.tribstar.com/news/local_news/union-health-discusses-key-differences-between-its-two-copa-
applications/article_8d22581a-f91b-11ef-88ce-0b668404b80a.html.

FTC Staff Submission (Public) – March 17, 2025
11
under proposed Terms and Conditions. These Terms and Conditions resemble what other states
have tried, with limited success, to achieve the promised benefits of COPAs. Specifically, the
Terms and Conditions provide that in the event of noncompliance, the IN DOH may issue a plan
of correction, impose a fine (any amount is unspecified and must be reasonable based on
impact), or revoke the COPA. The Prior FTC Comment discusses our concerns with these types
of remedies, including evidence that similar remedies have failed in other states.46 In theory, a
plan of correction or fine could offer some deterrence. In reality, however, it would be extremely
difficult to force the Parties to achieve the commitments through such mechanisms. For example,
a plan of correction or fine to address failures to report quality metrics would not force the
Parties to actually maintain or improve their quality.47
The last option of revoking the COPA is the opposite of a deterrent. Withdrawing the
COPA after Vigo County’s only two hospitals merge would not restore competition. Instead, it
would merely remove state oversight of a dominant healthcare provider, and once hospital assets
are consolidated, antitrust enforcement to restore the lost competition would be extremely
difficult and highly unlikely.48
A. Quality Commitments
The Second Application proposes three quality commitments that the Parties claim would
“ensure that the quality of health care services provided in the Service Area does not decline as a
result of the Merger.”49 However, none of them would actually require Union Health to maintain
or improve its quality of care. Plus, they are all repackaged material from the Original
Application.
Quality Commitment #1 restates Union Health’s plan to implement a common clinical IT
platform across the Combined Enterprise, which they claim would “support quality
improvement, care management, and population health improvement efforts.”50 Union Health
already identified this platform in the Original Application, though they revised their cost and
completion time estimates.51 And FTC staff addressed it in the Prior FTC Comment, noting that
the benefits of devoting time and resources to this effort may be overstated and unnecessary to
improve quality of care.52
Quality Commitments #2 and #3 restate Union Health’s plan to report quality measures
and patient satisfaction measures in its Annual Report, so that the IN DOH can monitor its
performance post-merger.53 FTC staff addressed the limitations of quality reporting
46 See Prior FTC Comment at 66–69, 71–73.
47 See Prior FTC Comment at 68 (“Due to the complexities of assessing quality, no mechanism exists to impose a
conduct remedy sufficient to offset a loss of quality competition. It is difficult to envision how a supervisor of the
COPA would be able to effectively force the combined hospital system to achieve a particular quality metric.”).
48 See Prior FTC Comment at 71–74.
49 Second Application Exhibit B at 1.
50 Second Application Exhibit B at 1.
51 The only change in the Second Application is an increase in the associated time and money to complete the effort.
Original Application at 31 (claiming this effort would cost $15 million and take one year to complete, compared
with the revised $17.5 million and 24 months estimate).
52 See Prior FTC Comment at 42–44.
53 Second Application Exhibit B at 1–2. See also Original Application at 44–45.

FTC Staff Submission (Public) – March 17, 2025
12
commitments in the Prior FTC Comment.54 Merely reporting these measures does nothing to
guarantee improvements. Also, publicly reporting these measures would offer little benefit to
patients post-merger, because they would no longer have an alternative Vigo County hospital to
which to switch for general acute care services if Union Health reported poor quality and patient
satisfaction. While the Parties now identify the specific metrics they would report in the Second
Application,55 the limitations FTC staff previously described still apply.
B. Pricing Commitments
The Second Application proposes eight pricing commitments that the Parties claim would
“ensure that the Merger does not lead to a significant increase in the cost of health care services
provided by the Combined Enterprise.”56 However, these commitments would be difficult for IN
DOH to implement and monitor and are unlikely to constrain costs. Only Pricing Commitment
#2 is new; the other seven were already included in the Original Application.
Pricing Commitment #1 and Pricing Commitment #2 propose rate regulations that are
fully described in an Addendum to the Parties’ Exhibit B.57 Putting aside whether these
regulations would actually work, both commitments last for seven years at most, after which
there would be no charge protections for affected patients and employers. Furthermore, the rate
regulations could end even earlier if Union Health voluntarily terminates the COPA after five
years, which is allowed under the COPA Act,58 and the IN DOH decides it is no longer necessary
per the Terms and Conditions.59 Evidence from other COPAs demonstrates that hospitals often
exploit the end of price controls by dramatically increasing prices once a COPA is terminated.
For example, Mission Health in North Carolina increased its commercial inpatient prices by at
least 38% and Benefits Health in Montana increased its commercial inpatient prices by at least
20% following the termination of their respective COPAs.60 These commitments are no
substitute for the protection provided by competition.
Pricing Commitment #1 is already required by the COPA Act. It states Union Health “will
not increase the charge for each individual service the Combined Enterprise offers by more than
the increase in the preceding year’s annual average of the Consumer Price Index for Medical
Care.”61 The Prior FTC Comment describes how using the medical care CPI as a benchmark for
future price increases would be insufficient to contain costs and is a poor substitute for pricing
pressure from competition.62 Also, it may not apply to evolving delivery and payment models, as
it only attempts to limit Union Health’s ability to raise prices under existing fixed-rate contracts.
54 See Prior FTC Comment at 71, 74.
55 See Second Application Exhibit B, Addendum 1 (Quality Measures) and Addendum 2 (Patient Satisfaction
Measures). Some of these measures were identified in the Original Application, where the Parties acknowledge that
most of the metrics are a requirement for participation in federal programs for acute care hospitals. See Original
Application at 44.
56 Second Application Exhibit B at 2–5.
57 Second Application Exhibit B, Addendum 3 (Pricing Limitations).
58 I.C. § 16-21-15-5. See Prior FTC Comment at 72–73 for a full discussion of the potential consequences of this
provision.
59 See Union Health COPA Terms and Conditions § 9.3.
60 See FTC Key COPA Facts, https://www.ftc.gov/system/files/ftc_gov/pdf/Key_COPA_Facts.pdf.
61 Second Application Exhibit B at 2.
62 See Prior FTC Comment at 69–70.

FTC Staff Submission (Public) – March 17, 2025
13
Furthermore, the language in the statute is ambiguous as to whether this would apply to increases
in the chargemaster or actual rates negotiated with payors. If the Parties interpret this as a limit
on chargemaster increases, then it may not limit price increases at all. Although the hospitals do
extend the time period covered by Pricing Commitment #1 to seven years, as noted above, it is
still unlikely to be an effective mechanism for controlling costs.
Pricing Commitment #2 states Union Health would limit price increases in payor
negotiations in compliance with Addendum 3. They state this commitment “will help mitigate
the risk of significant health care cost increases by limiting the rates that Union Hospital may
negotiate with payors post-Merger with respect to the Combined Enterprise.”63 However, FTC
staff identified several potential weaknesses that the IN DOH should discuss with payors when
evaluating this Commitment, including:
In addition to FTC staff’s concerns with Addendum 3, we encourage the IN DOH to
speak directly with all categories of payors identified in the Addendum to fully assess the
potential effects of Pricing Commitments #1 and #2. Payors are in the best position to understand
how the various rate formulas and compliance processes would work, as well as the possible
ways that Union Health may be able to circumvent the spirit of the pricing commitments.
Notably, Addendum 3 and the Terms and Conditions do not appear to be publicly available on
the IN DOH’s website, which does not allow payors and other stakeholders to assess the
potential effectiveness (or lack thereof) of the purported pricing limitation. Generally, these types
of price limitations are difficult to administer (particularly when the price commitment language
is ambiguous and subject to interpretation, like it is here) and are unlikely to protect consumers
from anticompetitive price increases.
63 Second Application Exhibit B at 3.
64 Id.

FTC Staff Submission (Public) – March 17, 2025
14
Pricing Commitment #3 states that Union Health would implement its chargemaster for
all services provided across the Combined Enterprise. This proposal was also included in the
Original Application and FTC staff have already addressed it in the Prior FTC Comment.65 In
general, a hospital’s chargemaster may not reflect the actual rates it negotiates with individual
payors and Union Health may not always offer lower contract rates than THRH. For this reason,
limitations based on a hospital’s chargemaster are unlikely to effectively control prices.
Pricing Commitments #4–8 are general commitments to negotiate in good faith with
payors. These were also included in the Original Application, and FTC staff already addressed
them in the Prior FTC Comment.66 The bottom line is that the hospitals should already act in
good faith. These commitments still fail to define exactly what would be required of the Parties
and provide no objective assurance that they would be achieved.
C. Preservation of Access Commitments
The Second Application proposes ten “Preservation of Access Commitments” the Parties
claim would “ensure the Merger does not have a negative impact on access to health care
services.”67 However, many of them involve service lines or facilities that have already been
identified for consolidation or repurposing in the Original Application—which means there
would likely be a reduction in patient access—and FTC staff already addressed these situations
in the prior FTC Comment.68 All of these purported commitments would also only apply for the
duration of the COPA, so there would be no long-term patient access guarantee. Even during the
COPA term, there is still a process to allow Union Health to make material service line changes.
Access Commitment #1 claims to “maintain inpatient acute care facilities”69 and Access
Commitment #2 promises to “maintain Emergency Rooms at both the Union Hospital facility
and Regional Hospital facility during the COPA Term.”70 The Original Application included
these same plans.71 Even if Union Health honors these commitments and maintains both hospital
facilities post-merger, the community would still not receive the full benefits of competition. As
the owner of both Vigo County hospitals, Union Health would no longer have an incentive to
improve quality of care and access to services at one hospital in order to attract patients from the
other. Moreover, once the COPA ends, there is no guarantee that Union Heath would maintain
both facilities.
Access Commitment #3 offers to “maintain at least a Level III trauma program at the
Union Hospital facility during the COPA Term.”72 As the Parties’ own actions demonstrate, this
purported commitment is no substitute for competition. Before the Parties decided to merge,
Vigo County residents benefited from Level III trauma centers at both local hospitals. Nearly a
year after the Parties signed their merger agreement, THRH discontinued its Level III trauma
65 See Prior FTC Comment at 51–52.
66 See Prior FTC Comment at 52, 73–74.
67 Second Application Exhibit B at 5.
68 See Prior FTC Comment at 36–40.
69 Second Application Exhibit B at 5.
70 Id.
71 See Original Application at 37.
72 Second Application Exhibit B at 5.

FTC Staff Submission (Public) – March 17, 2025
15
center in August 2024—prior to merger/COPA approval.73 So not only was this service line
already identified for consolidation in the Original Application,74 THRH proceeded with the
shutdown before COPA approval. Normally merging hospitals must maintain assets and continue
competing against each other until the merger actually closes. The Parties should not benefit
from a claim that they would preserve access to the only Vigo County Level III trauma center
remaining, after their merger agreement likely already reduced residents’ Level III trauma center
access.
Access Commitment #4 offers to “maintain an Intensive Care Unit (ICU) at the Union
Hospital facility during the COPA Term” and to increase the number of ICU beds at Union
Hospital from 24 to 36 within three years.75 This commitment is nothing more than a sleight of
hand because the Parties’ Original Application already planned to consolidate ICUs,76 which
would reduce access to ICU services available to THRH patients. Also, once the COPA ends,
there is no guarantee that Union Health would maintain adequate ICU services in the long term.
Relatedly, Access Commitment #5 states that within one month of the proposed merger,
“Union Hospital will convert the Regional Hospital ICU into an Acuity Adaptable Unit (AAU)”
and would maintain the AAU for the COPA term.77 This appears to revise a previously identified
service line change. In the Original COPA Application, Union Health stated it would convert the
THRH ICU into a Clinical Decision Observation Unit.78 Now, Union Health states that it would
convert it to an AAU instead, and that this would “ensure patients in the Service Area have
continued access to ICU-level services at the Regional Hospital facility.” FTC staff urges IN
DOH to evaluate the clinical implications of this change, including whether AAU services are
comparable to ICU services.
Access Commitment #6 states that “Union Hospital will continue to offer cardiac
catheterization services at the Union Hospital facility and the Regional Hospital facility during
the COPA Term.”79 In the Original Application, Union Health previously planned to consolidate
cardiac catheterization services at Union Hospital.80 This change would preserve access to these
services at both hospitals, but only for the term of the COPA. And even during the COPA term,
this commitment is worse than the status quo in which both facilities must compete on quality,
cost, and access to attract patients.
Access Commitment #7 would require Union Hospital to obtain approval from the IN
DOH at least 60 days in advance of “making any material changes to a Service Line if the
change would adversely impact the health outcomes, health care access, and quality of health
care of the Service Area.” The Parties then define “Service Line” as “Cardiology, Emergency
Medicine, General Surgery, Oncology, Orthopedics, Neurology/Neurosurgery,
73 See Prior FTC Comment at 36–37 for a full discussion of the concerns about the discontinuation of THRH’s Level
III trauma center.
74 See Original Application at 38.
75 Second Application Exhibit B at 6.
76 Original Application at 39.
77 Second Application Exhibit B at 6.
78 Original Application at 40.
79 Second Application Exhibit B at 6.
80 Original Application at 39.

FTC Staff Submission (Public) – March 17, 2025
16
Obstetrics/Gynecology, Pediatrics, Pulmonology, Trauma, and Urology.” 81 However, this may be
another example of the Parties mischaracterizing service lines that they already identified for
consolidation in the Original Application, including Oncology, Pediatrics, and Trauma.82 The key
language to understand in this commitment is the caveat that this approval requirement “does not
apply to any changes described in the Commitments as those changes are considered pre-
approved by the Department as part of the COPA approval process.”83 If this “pre-approval”
applies to any of the previously planned service line consolidations, then the net effect would
actually be a significant reduction in access relative to the status quo. This Commitment would
also put the IN DOH in the difficult and constant position of having to direct Union Health’s
business decisions based on information provided (and curated) by the self-interested hospital
monopoly. Prior experiences with COPAs in other states demonstrate how challenging such
regulation can be for state health agencies.84 Also, this is another example of how malleable
COPA commitments can be when subsequent modifications are allowed.
Access Commitment #8 states that within six months of the merger, Union Health would
consolidate wound care services at Union Hospital and add two additional wound care treatment
rooms. By “consolidate,” the Parties mean that they would eliminate the service at THRH,
harming patients who prefer that facility. This is another example of the Parties attempting to
mischaracterize pre-planned consolidation as preserving access, and this was already included in
the Original Application.85 The Parties also claim that consolidating wound care services at a
single location would increase Union Health’s volumes and support the long-term stabilization of
the program. As explained in the Prior FTC Comment, a volume-outcome relationship is only
relevant for certain complex procedures, and only then when a hospital operates below a
minimum threshold prior to the merger.86 The IN DOH should fully evaluate whether this
argument applies here. Further, this commitment only lasts for the COPA term, so there is no
guarantee what wound care services Union Health would offer after five years.
Access Commitment #9 states that Union Health would maintain chemotherapy infusion
services at Union Hospital during the COPA term. It then offers an ambiguous statement about
expanding access to these services in the event the services currently offered at Regional
Hospital are consolidated.87 Again, this is a service line that was already identified for
81 Second Application Exhibit B at 6–7.
82 Original Application at 38–40.
83 Second Application Exhibit B at 6–7.
84 See, e.g., FTC Public Workshop, A Health Check on COPAs, (Jun. 18, 2019),
https://www.ftc.gov/system/files/documents/public_events/1508753/session1_transcript_copa.pdf (statement of M.
Callister on Benefis Health COPA at 37–38: “[T]he state becomes the referee for all disputes between the hospital
and other market participants, like doctors, third-party payers, health plans, and competing service providers like
home health care providers…. So it would seem like anytime one of those players didn’t think it was getting what it
wanted in its negotiations with the hospital, they called us. We became the referee, and I found that very difficult to
do as a regulator…. Another problem was politics. There was tremendous political pressure on the Montana
Attorney General throughout the entire process.”; statement of K. Sturgis on Mission Health COPA at 43: “And then
[the legislature] said, hey, Sturgis, you get to regulate this. I said well, that’s a bad idea, too. I don’t have the skill
set. I didn’t have the skill set. But more than that, the ultimate regulatory evasion that happens is just not a path that
I can recommend.”).
85 Second Application Exhibit B at 7.
86 FTC Prior Comment at 37.
87 Second Application Exhibit B at 7.

FTC Staff Submission (Public) – March 17, 2025
17
consolidation in the Original Application,88 so it seems disingenuous for the parties to discuss it
merely as a hypothetical. If these services were consolidated at Union Hospital, consistent with
this purported commitment, this would not preserve access. It would instead reduce access and
harm patients who prefer to receive chemotherapy infusion services at THRH.
Access Commitment #10 states that within six months of the merger, Union Health would
consolidate Mother-Baby/NICU/Pediatric Units at Union Hospital, so that expectant mothers
would have access to Level III maternal and neonatal care for the COPA term. The Original
Application already identified these services for consolidation,89 and the Prior FTC Comment
addressed it.90 To repeat, consolidating services would reduce access, not preserve it. Likewise, it
is disingenuous for the Parties to make any claim about preserving Level III trauma services after
THRH discontinued its trauma center just last summer—seemingly in anticipation of the merger
and before the Parties obtained COPA approval.
D. Enhancement Commitments
The Second Application proposes eleven Enhancement Commitments the Parties claim
would “ensure that the benefits of the Merger outweigh the potential disadvantages”; the Parties
warn that they would not implement these facility and service enhancements without the
proposed merger.91 Based on the limited information the Parties presented, it is unclear how
Union Health would specifically achieve these commitments or whether Union Health could
achieve them without the merger.
Enhancement Commitment #1 states that Union Health would invest at least $30 million
into THRH facilities over five years.92 However, the Second Application provides no specific
breakdown of planned improvements and corresponding costs. The Original Application pledged
that Union Health would invest $10.5 million in THRH facilities and included a specific
breakdown of the planned improvements and corresponding costs.93 This revised commitment is
vague, however, and might be similar to or less than the amount that HCA would likely spend on
THRH in the ordinary course of business absent the merger. Certainly, HCA has the resources to
make this investment itself, 94
Enhancement Commitment #2 states that, over the next five years, Union Health would
invest at least $75 million into its own Union Hospital facility over five years.95 Investments in
Union Health’s facility surely benefit patients, but they likely have little to do with this COPA
application. In fact, Union Health makes significant investments in the ordinary course of
88 See Original Application at 38–40.
89 See Original Application at 38–40.
90 FTC Prior Comment at 36–38.
91 Second Application Exhibit B at 8.
92 Second Application Exhibit B at 8.
93 Original Application at 37.
94 See Prior FTC Comment at 11–14.
95 Second Application Exhibit B at 8.

FTC Staff Submission (Public) – March 17, 2025
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business. FTC staff reviewed Union Health’s audited financial statements from 2018 to 2023.96
Even with a conservative analysis that excludes a spike in 2020, Union Health spent on average
more than $15.5 million per year on the purchase of property and equipment, with an average of
$19 million in the last three years. Therefore, Enhancement Commitment #2 offers no greater
investment than what Union Health likely would make absent the merger.
Table 3: Union Health System Inc. & Subsidiaries Net Investments for Fiscal Years 2017-2022
(Source: Union Health’s Audited Financial Statements)
Purchase of
Property & Equipment
Proceeds from Sale of
Property & Equipment 	Net
CY2023 	$16,193,673 	$21,876 	$16,171,797
CY2022 	$17,707,451 	$19,118 	$17,688,333
CY2021 	$23,601,473 	$39,078 	$23,562,395
CY2020 	$73,471,222 	$6,432 	$73,464,790
CY2019 	$10,898,326 	$23,529 	$10,874,797
CY2018 	$10,965,607 	$12,387 	$10,953,220
CY2017 	$27,316,633 	$1,484,637 	$25,831,966
Average of last 3 years (CY2021 - CY2023) 	$19,140,842
Average of last 5 years (CY2018 - CY2023, excluding CY2020) 	$15,850,108
Enhancement Commitment #3 states that Union Health would invest at least $5 million to
add oncology treatment-related technology over three years.97 In the Original Application, Union
Health had offered to invest $3 million to add oncology treatment-related technology.98 The
Second Application does not explain this revised amount or whether Union Health would likely
make the same investment if its COPA application is denied.
Enhancement Commitments #4–6 state that Union Hospital would recruit an additional
15 Primary Care Physicians and Advance Practice Providers, 21 Specialty Physicians, and 3
pharmacists in the first five years following the merger.99 The Original Application discussed
physician shortages in Vigo County and the recruiting difficulties the Parties face.100 Union
Health claimed the proposed merger would aid in physician recruitment, but it failed to explain
why. Likewise, the Second Application does not provide any details about how Union Health
would recruit the additional staff. Further, this proposed merger is unnecessary for joint
recruitment efforts. The FTC is aware, based on input from clinical quality experts working on
past hospital merger litigations, that independent hospitals outside major cities often work
96 See IN Dep’t of Health, Union Health Audited Financial Statements, available at
https://www.in.gov/health/cshcr/reports-on-health-care-facilities/hospital-reports/. FTC staff excluded calendar year
2020 from our calculations, as it appeared to have been a much higher amount compared to the other years and thus
may not be representative. We also note that these figures were for the entire Union Health system, and not just for
Union Hospital.
97 Second Application Exhibit B at 8.
98 Original Application at 39.
99 Second Application Exhibit B at 9.
100 Original Application at 50.

FTC Staff Submission (Public) – March 17, 2025
19
together to attract specialists and subspecialists. Hospitals will jointly sponsor or call on
independent physicians who then practice at multiple hospitals to provide care locally.
Enhancement Commitment #7 states that Union Hospital would increase the number of
behavioral health inpatient beds during the COPA term, with a goal of adding at least 20 beds.
The Original Application already noted Union Health’s plan to enter a joint venture that would
invest $15 million over five years to expand behavioral health inpatient beds. The only revised
aspect of Enhancement Commitment #7 appears to be that it now quantifies the number of beds
that Union Health would add.
Enhancement Commitment #8 states that Union Hospital would expand its after-hours
nurse access program across the Combined Enterprise in the first 120 days after the merger.101
However, the Second Application lists “After Hours Access Nurse” services as currently offered
by both Union Hospital and THRH.102 It therefore is unclear whether this commitment offers any
benefit beyond the status quo or why the merger is necessary to achieve it. Also, the Original
Application touts Union Health’s Virtual Nursing Program, and it is unclear if this commitment
is part of that or something additional.
Enhancement Commitments #9–11 state that Union Health would increase the number of
Well Child Checks, Medicare Annual Wellness Visits, and Transitional Care Management
Services across the Combined Enterprise during the COPA term.103 The Parties do not explain
whether the proposed merger is necessary to achieve any of these commitments. Presumably,
Union Health and THRH could both implement these initiatives on their own.
E. 	Employment and Economic Impact Commitments
The Second Application proposes five Employment and Economic Impact Commitments
the Parties claim would “mitigate any negative impacts on the affected workforce and [] evaluate
the impact of the Merger on the economy.”104 The Parties already included most of these
commitments in the Original Application.
Employment Commitments #1–3 state that Union Hospital would offer employment to
all THRH employees at their same or better salary and hourly wage levels, and would honor full
credit for paid time off balances for employees who transition to Union Hospital.105
.106 FTC staff raised concerns
about the limits of these commitments in the Prior FTC Comment.107 We also note that in the last
round of public comments submitted to the IN DOH, several employees of both Union Health
and THRH expressed their concerns about future employment post-merger.
101 Second Application Exhibit B at 10.
102 See Second Application at 14. See also Original Application at 10.
103 Second Application Exhibit B at 10–11.
104 Second Application Exhibit B at 11.
105 Second Application Exhibit B at 11–12.
106
107 FTC Prior Comment at 56.
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Employment Commitment #4 states that “Union Hospital will conduct annual employee
and physician satisfaction surveys to help reduce turnover and improve retention of employees of
the Combined Enterprise.”108 These surveys are unlikely to be meaningful for hospital
employees post-merger, however, as they would have no alternative hospital in Vigo County
where they can seek employment in the event of negative working conditions at Union Hospital.
Union Health and THRH could also conduct such surveys without the proposed merger.
Economic Impact Commitment #5 states that Union Health “will work to establish a
study in partnership with a nonprofit organization or a postsecondary educational institution to
study the economic impact of the COPA.” It then provides some vague details about how the
study would be conducted. There are good reasons to doubt that the study would produce an
unbiased result. Union Health would control the underlying data (and would determine what data
is “reasonably necessary to facilitate the study”) and may contribute funding to the study even
though it is self-interested in the results. There would also be no need for a study without the
COPA. And if the study identified economic problems associated with the merger, there would
be no effective remedy because it is nearly impossible to undo a consummated hospital merger.
F. 	Population Health Commitments
The Second Application proposes five Population Health Commitments the Parties claim
would “monitor progress around the population health improvement initiatives the Combined
Enterprise is implementing as a result of the Merger.”109 Most of these commitments were
already included in the Original Application.
Population Health Commitments #1–2 state that Union Health would expand its Health
Equity Plan and Population Health Improvement Plan to cover all patients receiving care from
the Combined Enterprise.110 These commitments were included in the Original Application,111
and have already been addressed in the Prior FTC Comment.112 The merger is unnecessary for
the Parties to implement these initiatives on their own. Union Health already has a Health Equity
Plan and a Population Health Improvement Plan, and THRH/HCA has adequate resources and
expertise to implement these types of plans independently. The proposed merger is not necessary
to develop or implement these plans.
Population Health Commitments #3–4 state that Union Health would provide at least
twelve “pop-up clinics” each year to serve the homeless community and establish a new food
access point to help address food insecurity.113 The Parties identified both of these initiatives in
the Original Application.114 The only new aspect is the number of “pop-up clinics” Union Health
would conduct each year. The proposed merger is not necessary to accomplish these goals.
108 Second Application Exhibit B at 12.
109 Second Application Exhibit B at 13.
110 Second Application Exhibit B at 13.
111 See Original Application at 21, 23.
112 See Prior FTC Comment at 40–42.
113 Second Application Exhibit B at 14.
114 See Original Application at 27–28.

FTC Staff Submission (Public) – March 17, 2025
21
Commitment #5 states that Union Health would “establish a research study in partnership
with a nonprofit organization or a postsecondary institution to study the impacts of the COPA on
the community’s health metrics and outcomes as described in I.C. § 16-21-15-4.5.”115 However,
the authority and parameters of the study that Union Health proposes are unclear. The COPA Act
authorizes the IN DOH to conduct this study, not Union Health. According to the statute, Union
Health’s only role is to supply data it owns or maintains that is related to the COPA and required
to conduct the study. The COPA Act does not authorize Union Health to establish the study itself.
As explained earlier, if Union Health were to conduct the study of its own performance, the
objectivity and credibility of the results may be called into question.
G. Other Commitments
Other Commitment #1 states that Union Health would expand its financial assistance
policy to all patients seeking care at the Combined Enterprise, and that it would maintain the
generosity level of the policy as it is at the time of the merger throughout the COPA Term. Union
Health claims that this “will ensure that low-income patients who are uninsured will not be
adversely impacted by the Merger.”116 This commitment was included in the Original
Application.117 THRH already has its own charity care and financial assistance policies, so the
expansion of Union Health’s policies is not a unique result of the merger. While it is laudable
that Union Health provides charity care, it does not have to wait for approval of its COPA
application to provide additional financial assistance. Other Commitment #1 also does not
mitigate the real concerns about merger-related price increases and reduced quality and access
for low-income patients.118
Other Commitment #2 states that Union Health would “reinvest into the Combined
Enterprise the cost savings realized in the first five years of the Merger to help improve the
health status of the community” and that this is consistent with the requirement in I.C. § 16-21-
15-7(d)(1).119 However, Union Health’s interpretation of this provision of the COPA Act is
puzzling. I.C. § 16-21-15-7(d)(1) requires a hospital operating under a COPA to “invest the
realized cost savings from the identified efficiencies and improvements included in the certificate
of public advantage application in the areas of Indiana the hospital serves for the benefit of the
community” (emphasis added) for the first five years of the merger. However, Union Health is
stating that it would reinvest the cost savings into its own Combined Enterprise. This does not
appear to be the kind of community investment contemplated under the COPA Act, and therefore
this commitment likely does not fulfill the COPA statutory requirements.
Other Commitment #3 states that Union Health would invest at least $6.9 million in
graduate medical education each year during the first five years of the merger.120 It is unclear
exactly how Union Health would invest these funds. Without more specific requirements, it
115 Second Application Exhibit B at 14.
116 Second Application Exhibit B at 15.
117 Original Application at 41–43.
118 See, e.g., Cory Capps, Dennis Carlton & Guy David, Antitrust Treatment of Nonprofits: Should Hospitals Receive
Special Care?, N AT’ L BUREAU OF ECON . RES . (Feb. 2017 working paper) (showing that hospitals’ charity care does
not increase with market power), https://www.nber.org/system/files/working_papers/w23131/w23131.pdf.
119 Second Application Exhibit B at 15.
120 Second Application Exhibit B at 15.

FTC Staff Submission (Public) – March 17, 2025
22
could be difficult for the IN DOH to hold Union Health accountable for achieving this
commitment. Union Health also did not explain whether it needs this merger to make such
investments in graduate medical education, particularly as it already educates and trains health
professionals through its family medicine residency program.121 Considering Union Health’s
warnings about the poor health and “unhealthy behaviors of the Service Area’s residents,”122 it
should invest available funds in graduate medical education or other efforts that promote
community health, not anticompetitive attempts to acquire its closest competitor.
III. 	Conclusion
As we stated in our Prior FTC Comment and we re-affirm here, competition between
Union Health and THRH incentivizes them to drive healthcare costs down and provide superior
care, improving patient outcomes. Patients, employers, and hospital employees in the Terre
Haute area and throughout Indiana likely benefit from this competition. Should the proposed
merger between Union Health and THRH go forward, these benefits would be lost, and Indiana
citizens would likely face higher costs and reduced quality of care.
For the reasons described above and in our Prior FTC Comment, FTC staff respectfully
encourages the IN DOH to deny Union Health and THRH’s COPA Application. Thank you for
the opportunity to comment and we stand ready to answer any questions you may have in
connection with your review.
121 Second Application COPA Terms and Conditions at 6.
122 Second Application at 54.

1
ATTACHMENT A: FTC RESPONSES TO UNION HEALTH COMMITMENTS
Quality Commitments
# 	Description 	FTC Response
1 	Implement Common Clinical IT Platform 	 	Repeated from Original Application (19)
 	Increases cost and time of implementation from $15
million/1 year to $17.5 million/2 years
 	Accountability mechanism insufficient
 	Addressed in Prior FTC Comment (38–39)
2 	Report on Quality Metrics 	 	Repeated from Original Application (44)
 	Annual reporting on quality metrics already required
by statute, I.C. § 16-21-15-8, but this does not
guarantee quality improvements
 	Now identifies specific metrics that will be reported;
most required for participation in federal programs
 	Public reporting offers less value to patients when
competition is eliminated; no other hospital to select
if quality declines
 	Accountability mechanism insufficient
 	Addressed in Prior FTC Comment (74)
3 	Report on Patient Satisfaction Measures 	 	Repeated from Original Application (70)
 	Now identifies specific metrics that will be reported
 	Public reporting offers less value to patients when
competition is eliminated; no other hospital to select
if patient satisfaction declines
 	Accountability mechanism insufficient
Pricing Commitments
# 	Description 	FTC Response
1 	Comply with Pricing Limitation Set Forth in
I.C. § 16-21-15-7(c): Do not increase charge
for individual service by more than the
increase in preceding year’s annual average
of CPI for Medical Care (Addendum 3)
 	Repeated from Original Application (65)
 	Already required by COPA statute
 	Increases period to 7 years; unknown if this
limitation will end early in the event of voluntary
termination of the COPA after 5 years per I.C. § 16-
21-15-5 and the Terms and Conditions
 	After 7 years there would be no price protections for
patients and employers in Vigo County
 	Unlikely to effectively control costs
 	Ambiguous language; unclear if this applies to
chargemaster (in which case likely will not prevent
price increases) or negotiated rates
 	Accountability mechanism insufficient
 	Addressed in Prior FTC Comment (69–70)
2 	Price Increase Limitation in Payor
Negotiations (Addendum 3)
 	Imposes period of 7 years; unknown if this limitation
will end early in the event of voluntary termination
of the COPA after 5 years per I.C. § 16-21-15-5 and
the Terms and Conditions
 	After 7 years there would be no price protections for
patients and employers in Vigo County
 	Potential weaknesses with various components of
Addendum 3 that require full evaluation
 	Excludes services that some commercial patients
use; higher prices for these services could affect
everyone who buys insurance; hospitals could drive

2
ATTACHMENT A: FTC RESPONSES TO UNION HEALTH COMMITMENTS
up rates on non-regulated services to make up for
pricing limitations on regulated services
 	Unlikely to protect consumers from anticompetitive
price increases
 	Accountability mechanism insufficient
3 	Implement Union Hospital Chargemaster for
All Services Provided Across Combined
Enterprise
 	Repeated from Original Application (17)
 	Chargemaster may not reflect actual negotiated rates,
therefore unlikely to effectively control prices
 	Accountability mechanism insufficient
 	Addressed in Prior FTC Comment (51)
4 	Negotiate in Good Raith with Payors to
Include Combined Enterprise in Health Plans
Offered in Service Area
 	Repeated from Original Application (66)
 	Should already be acting in good faith
 	Accountability mechanism insufficient
 	Addressed in Prior FTC Comment (52, 74–75)
5 	Not Unreasonably Refuse to Negotiate with
Potential New Payor Entrants or Payors with
Small Market Shares
 	Repeated from Original Application (66)
 	Should already be acting in good faith
 	Accountability mechanism insufficient
 	Addressed in Prior FTC Comment (74–75)
6 	Attempt to Include Reasonable Provisions
for Value-Based Incentives in Payor
Contracts
 	Repeated from Original Application (66)
 	Should already be acting in good faith
 	Accountability mechanism insufficient
 	Addressed in Prior FTC Comment (52–54)
7 	Honor Payor Contract Terms and Not
Unilaterally Terminate Without Cause Prior
to Slated Expiration Date
 	Repeated from Original Application (66)
 	Should already be acting in good faith
 	Accountability mechanism insufficient
 	Addressed in Prior FTC Comment (74–75)
8 	Negotiate Risk-Based Arrangements with
Payors in Good Faith
 	Repeated from Original Application (66)
 	Should already be acting in good faith
 	Accountability mechanism insufficient
 	Addressed in Prior FTC Comment (52–54)
Preservation of Access Commitments
# 	Description 	FTC Response
1 	Maintain Inpatient Acute Care Facilities at
Both Union Hospital and THRH during
COPA Term
 	Repeated from Original Application (19)
 	Community will not receive benefits of competition,
even if both hospital facilities are maintained post-
merger
 	Commitment only lasts for COPA term
 	Accountability mechanism insufficient
2 	Maintain ER at Both Union Hospital and
THRH during COPA Term
 	Repeated from Original Application (63)
 	Community will not receive benefits of competition,
even if both ER facilities are maintained post-merger
 	Commitment only lasts for COPA term
 	Accountability mechanism insufficient
3 	Maintain Level III Trauma Program at Union
Hospital during COPA Term
 	Repeated from Original Application (38)
 	Consolidation of trauma services was already
planned; reduces access
 	THRH discontinued Level III trauma center in
August 2024 prior to merger/COPA approval
 	Commitment only lasts for COPA term
 	Addressed in Prior FTC Comment (37)
 	Accountability mechanism insufficient

3
ATTACHMENT A: FTC RESPONSES TO UNION HEALTH COMMITMENTS
4 	Maintain ICU at Union Hospital during
COPA Term and Expand Number of ICU
Beds from 24 to 36
 	Repeated from Original Application (39)
 	Consolidation of ICU services was already planned;
reduces access
 	Commitment only lasts for COPA term
 	Accountability mechanism insufficient
5 	Convert THRH ICU into AAU and Maintain
for COPA Term
 	Previously planned to convert THRH ICU into a
Clinical Decision Observation Unit (40)
 	Clinical implications should be evaluated, including
whether AAU services are comparable to ICU
services
 	Commitment only lasts for COPA term
 	Accountability mechanism insufficient
6 	Continue Cardiac Catheterization Services at
Both Union Hospital and THRH during
COPA Term
 	Previously planned to consolidate cardiac
catheterization services at Union Hospital (39)
 	Would now preserve access to these services at both
hospitals, but because the hospitals would now be
owned by the same system, patients would not
benefit from the cost and quality competition that
currently exists
 	Commitment only lasts for COPA term
 	Accountability mechanism insufficient
7 	Obtain IDOH Approval 60 Days in Advance
of Material Change to Service Line if it
would adversely impact health outcomes,
access, and quality of care
 	Commitment only applies to future changes
 	Does not account for changes and consolidation
already planned or in progress, as these changes
would be considered “pre-approved”
 	Places significant burden on IN DOH to direct
business decisions of hospital based on information
controlled by Union Health
 	Accountability mechanism insufficient
8 	Consolidate Wound Care Services at Union
Hospital and add two wound care treatment
rooms
 	Repeated from Original Application (38); revised to
add two wound care treatment rooms
 	Consolidation of wound care services already
planned; reduces access
 	Evaluate whether volume-outcomes relationship
exists for wound care services
 	Commitment only lasts for COPA term
 	Accountability mechanism insufficient
9 	Consolidate chemotherapy infusion services
at Union Hospital
 	Original Application identified oncology services for
possible consolidation (39)
 	If consolidation of chemotherapy infusion services
was already planned, then reduces access
 	Commitment only lasts for COPA term
 	Accountability mechanism insufficient
10 	Consolidate Mother-Baby/NICU/Pediatric
Units at Union Hospital and maintain Level
III maternal and neonatal care
 	Repeated from Original Application (39)
 	Consolidation of Mother-Baby/NICU/Pediatric Units
already planned; reduces access
 	Level III trauma services already consolidated;
reduces access
 	Commitment only lasts for COPA term
 	Addressed in Prior FTC Comment (36–37)
 	Accountability mechanism insufficient

4
ATTACHMENT A: FTC RESPONSES TO UNION HEALTH COMMITMENTS
Enhancement Commitments
# 	Description 	FTC Response
1 	Invest at least $30 million in THRH over 5
years
 	Repeated from Original Application (37–38)
 	Increases investment amount from $10.5 million to
$30 million, but no specific investments or cost
breakdown identified
 	Could be achieved without Proposed Merger
 	Accountability mechanism insufficient
2 	Invest at least $75 million in Union Hospital
facility over 5 years
 	Offers no greater investment than what Union Health
likely would make absent the merger; from CY2018
– CY2023 (excluding spike in 2020) Union Health
spent average of $15.5 annually on purchase of
property and equipment
 	Could be achieved without Proposed Merger
 	Accountability mechanism insufficient
3 	Invest at least $5 million in new oncology
treatment-related technology over 3 years
 	Repeated from Original Application (39)
 	Increase investment amount from $3 million to $5
million, but no specific cost breakdown identified
 	Could be achieved without Proposed Merger
 	Accountability mechanism insufficient
4 	Recruit at least 15 new Primary Care
Physicians and Advance Practice Providers
during COPA term
 	Concept Repeated from Original Application (30,
50–51)
 	Original COPA Application claimed the Proposed
Merger would aid in physician recruitment, but did
not specify target categories and numbers
 	Unclear how this target will be accomplished; no
recruiting plans specified
 	Addressed in Prior FTC Comment (54 n.225)
 	Could be achieved without Proposed Merger
 	Accountability mechanism insufficient
5 	Recruit at least 21 new Specialty Physicians
during COPA term
 	Concept Repeated from Original Application (50–
51)
 	Original COPA Application claimed the Proposed
Merger would aid in physician recruitment, but did
not specify target categories and numbers
 	Unclear how this target will be accomplished; no
recruiting plans specified
 	Addressed in Prior FTC Comment (54 n.225)
 	Could be achieved without Proposed Merger
 	Accountability mechanism insufficient
6 	Recruit at least 3 new Pharmacists during
COPA term
 	Original COPA Application claimed the Proposed
Merger would aid in physician recruitment, but did
not specify Pharmacists
 	Unclear how this target will be accomplished; no
recruiting plans specified
 	Addressed recruitment efforts in Prior FTC
Comment (54 n.225)
 	Could be achieved without Proposed Merger
 	Accountability mechanism insufficient
7 	Add at least 20 new behavioral health
inpatient beds during COPA term
 	Repeated from Original Application (35–36)
 	Original COPA Application stated a joint venture of
$15 million over 5 years was already planned to
expand behavioral health inpatient beds, but targeted
number was not specified

5
ATTACHMENT A: FTC RESPONSES TO UNION HEALTH COMMITMENTS
 	Addressed in Prior FTC Comment (32, 48-49)
 	Accountability mechanism insufficient
8 	Expand after-hours nurse access program
within first 120 days of Merger
 	Appears that both Union Health and THRH already
offer “After Hours Access Nurse” services; unclear
how this is different
 	Unclear whether this is part of the Virtual Nursing
Program already implemented at Union Health
 	Could be achieved without Proposed Merger
 	Accountability mechanism insufficient
9 	Increase number of Well Child Checks for
patients 0-18 years during COPA term
 	Could be achieved without Proposed Merger
 	Commitment only lasts for COPA term
 	Accountability mechanism insufficient
10 	Increase number of Medicare Annual
Wellness Visits to 70%+ for attributed
patients during COPA term
 	Could be achieved without Proposed Merger
 	Commitment only lasts for COPA term
 	Accountability mechanism insufficient
11 	Increase Transitional Care Management
services offered to 90%+ for eligible
attributed patients during COPA term
 	Could be achieved without Proposed Merger
 	Commitment only lasts for COPA term
 	Accountability mechanism insufficient
Employment and Economic Impact Commitments
# 	Description 	FTC Response
1 	Offer employment to all THRH employees
who are employed at time of the Merger
 	Public comments indicate employees from both
hospitals have concerns about their future
employment post-merger
 	Addressed in Prior FTC Comment (56)
 	Accountability mechanism insufficient
2 	Offer compensation to THRH employees that
is the same or better than current levels
 	Public comments indicate employees from both
hospitals have concerns about their future
employment post-merger
 	Addressed in Prior FTC Comment (56)
 	Accountability mechanism insufficient
3 	Honor full credit for paid time off balances
of THRH employees who accept
employment at Union Health 	 	Public comments indicate employees from both
hospitals have concerns about their future
employment post-merger
 	Accountability mechanism insufficient
4 	Conduct annual employee and physician
satisfaction surveys at Combined Enterprise
and report results to IDOH
 	Unlikely to have meaningful impact due to lack of
competitive alternative
 	Could be achieved without Proposed Merger
 	Accountability mechanism insufficient
5 	Work to establish research study in
partnership with a nonprofit organization or a
postsecondary educational institution of the
economic impact of the COPA
 	Union Health’s role is unclear regarding funding and
what data is “reasonably necessary”
 	Objectivity and credibility of the study could be
questionable if Union Health conducts a study of its
own performance
 	Not needed if there were no COPA
I
I

6
ATTACHMENT A: FTC RESPONSES TO UNION HEALTH COMMITMENTS
 	No effective remedy if economic problems
associated with the merger are identified
 	Accountability mechanism insufficient
Population Health Commitments
# 	Description 	FTC Response
1 	Expand Union Hospital’s Health Equity Plan
to cover all Combined Enterprise patients
 	Repeated from Original Application (20-31)
 	Could be achieved without Proposed Merger
 	Addressed in Prior FTC Comment (40-42)
 	Accountability mechanism insufficient
2 	Expand Union Hospital’s Population Health
Improvement Plan to cover all Combined
Enterprise patients
 	Repeated from Original Application (26–28)
 	Could be achieved without Proposed Merger
 	Addressed in Prior FTC Comment (40–42)
 	Accountability mechanism insufficient
3 	Provide at least 12 “pop-up clinics” each
year to serve the homeless community
 	Repeated from Original Application (27)
 	Now specifies frequency per year
 	Could be achieved without Proposed Merger
 	Accountability mechanism insufficient
4 	Establish access point to help address food
insecurity
 	Repeated from Original Application (27–28)
 	Could be achieved without Proposed Merger
 	Accountability mechanism insufficient
5 	Establish research study on the impacts of
the COPA on the community’s health metrics
and outcomes as described in I.C. § 16-21-
15-4.5
 	Study conducted by IN DOH already required by
COPA statute
 	COPA statute does not create role for Union Health
to establish the study; Union Health’s only role is
supplying required data
 	Objectivity and credibility of the study could be
questionable if Union Health conducts a study of its
own performance
 	Not needed if there were no COPA
 	No effective remedy if problems associated with the
merger are identified
 	Accountability mechanism insufficient
Other Commitments
# 	Description 	FTC Response
1 	Expand Union Hospital’s Financial
Assistance Policy to all Combined Enterprise
patients during the COPA term
 	Repeated from Original Application (41–43)
 	THRH already has its own policies, so expansion of
Union Health’s policies is not a unique result of the
Proposed Merger
 	Could be achieved without Proposed Merger
 	Accountability mechanism insufficient
2 	Reinvest cost savings realized in the first five
years of the Merger into the Combined
Enterprise consistent with I.C. § 16-21-15-
7(d)
 	Appears to be inconsistent with I.C. § 16-21-15-7(d),
which requires cost savings to be invested into the
areas of Indiana the hospital serves for the benefit of
the community
 	Instead, Union Health is committing to reinvest cost
savings into its own Combined Enterprise
3 	Invest at least $6.9 million in Graduate
Medical Education each year during the first
five years of the Merger
 	No specific details about how Union Health will
invest these funds
 	Could be achieved without Proposed Merger
 	Accountability mechanism insufficient