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Press Release

Support Voiced from Across Pennsylvania for Proposed Highmark-Independence Blue Cross Combination

At hearings, dozens praised the organizations' work to improve health care cost, quality, and access

Philadelphia, PA - July 17, 2008 - The chief executive officers of Highmark Inc. and Independence Blue Cross (IBC), Dr. Kenneth R. Melani and Joseph A. Frick, this week completed a series of public hearings called by Pennsylvania Insurance Commissioner Joel Ario as part of his department's review of the proposed combination of the two health insurance companies.

The hearings provided an excellent opportunity for Frick and Melani to detail the clear advantages of the consolidation and listen to the views of more than 100 people who spoke at the three hearings in Pittsburgh on July 8, Harrisburg on July 10, and Philadelphia on July 15 and 16. Dozens of presenters spoke in favor of the combination of Highmark and IBC as they praised the organizations' work to improve health care cost, quality, and access, or described the valuable role Highmark or IBC play in their lives. The presenters included members, customers, employee benefits managers, labor unions representatives, physicians, hospital executives, competitors, health care association leaders, public officials, consumer advocates, and leaders of community groups.

"It has been our pleasure to speak in Pittsburgh, Harrisburg, and Philadelphia," said Dr. Melani, president and CEO of Highmark. "We welcomed the opportunity to listen to the thoughtful and often positive comments offered by a wide range of people and organizations whose views are important to us.

"We thank Commissioner Ario for his leadership in guiding us through an open and informative dialogue," Dr. Melani added.

Said IBC President and CEO Frick, "We appreciated the opportunity to highlight the many ways in which our proposed consolidation offers a pathway to the positive change in our health care system that Pennsylvanians are demanding. We are eager for the opportunity to unleash the benefits of the combination - including producing $1 billion dollars in savings and growth for our customers and health care partners, freezing administrative fees for our customers for two years, and providing funds to strengthen our community outreach."

At each hearing, after opening remarks from Commissioner Ario, Melani and Frick spoke, emphasizing that the combination will be good for the people and communities the two companies serve - and will not lessen competition.

Also speaking on behalf of Highmark and IBC were Booz & Co.'s Senior Vice President David Knott, who described the merits of the transaction, and Economists Inc.'s Principal and Board Chair Barry Harris, who reviewed his in-depth analysis that demonstrates why the combination would not lessen competition in Pennsylvania.

At Pittsburgh's July 8 hearing, 26 people spoke. They included the chief financial officer of a local business who described his organization's long-standing relationship with Highmark, his satisfaction with its coverage, and his understanding that the combination will enable Highmark to provide even better service and products. Another speaker was a young woman whose father died of a heart attack in his mid-fifties, and then eight years later her stepfather died from an illness. She said she and her mother turned for help after each loss to Highmark's Caring Place, which counsels grieving children and their families. She said how important the Caring Place was to getting back on her feet and pointed out that a Highmark-IBC combination would provide the resources to expand the program statewide.

Roughly 20 presenters spoke at the July 10 Harrisburg hearing. Two members of the Pennsylvania House of Representatives appeared and supported the combination, describing the positive impact the two insurers have throughout the state. In addition, the deputy superintendent of the Harrisburg School District described the importance of its partnership with Highmark's Health eTools for Schools, a program created by Highmark that funds technology, educational materials, and other tools to help schools fight childhood obesity. IBC introduced Health eTools in the Philadelphia region last fall, and when school resumes this fall, Health eTools will benefit 763,000 students in 1,474 public, parochial, charter, and private schools throughout Pennsylvania.

In Philadelphia, more than 50 individuals discussed their views. While the president and CEO of the Hospital & Healthsystem Association of PA spoke against the combination, it was significant that the CEO of Children's Hospital of Philadelphia and the CEOs of three of the region's major health systems (Holy Redeemer, Temple University, and University of Pennsylvania) supported the consolidation. They spoke positively of their long-standing, strong partnerships with IBC that address the critical health care issues of safety and quality. Noting the trend toward consolidation among hospitals to provide economies of scale and improve patient service, they recognized the validity of IBC and Highmark's request to combine to achieve the capabilities and efficiencies provided by larger scale.

 Also testifying were three noted physicians representing large, prominent practices or organizations in southeastern Pennsylvania. Explaining why they support the combination, they spoke about the progressive ways their organizations work with IBC to address problems in health care, including innovative wellness and disease management programs to keep patients well and stepped up administrative efficiencies to free physicians to focus on patient care - efforts they envision intensifying and expanding when IBC and Highmark combine.

A number of speakers, including public officials, union leaders, and business representatives, pointed out that the combination would allow the two companies to grow and achieve scale, like businesses everywhere that consolidate and develop new capabilities. Addressing this issue were Sen. Anthony Hardy Williams and Wendell Young 4th, who is president of the 23,000-member United Food and Commercial Workers Local 1776.  Williams said it would not be fair to prohibit non-profit IBC and Highmark from combining. He pointed out that achieving scale to realize money-saving economies and fund new, cutting edge capabilities is mandatory for IBC to compete with its well-financed competitors in the southeastern Pennsylvania market: national, for-profit health insurers.

Many presenters praised IBC's dedication to the community and its commitment to covering the uninsured.  Some pointed out that only if IBC remains a sound, vibrant company would it be able to continue its strong level of support for the community. One father came straight from work to speak passionately about the comfort he and his wife feel during these tight times having Keystone Health Plan East for his children through IBC and the CHIP program.

Commissioner Ario listened closely to those who endorsed the combination and those who opposed it, and asked many questions about the topics they raised. He stated several times that the PID is still fact gathering and encouraged speakers to send in additional materials to support their views.
"Overall," concluded Frick, "we are pleased with the hearings and with the many positive comments we heard from key stakeholders about the high quality of our organization's products and services, our positive impact on the community, and the benefits of the proposed consolidation. We also heard suggestions for ways we can improve and we will."

The companies continue to provide detailed information to respond to questions from the Insurance Department. The PID plans to close the public-comment period on the combination by the end of August and to reach a decision by December 31.

About Highmark Inc.
As one of the leading health insurers in Pennsylvania, Highmark Inc.'s mission is to provide access to affordable, quality health care enabling individuals to live longer, healthier lives. Based in Pittsburgh, Highmark serves 4.6 million people through the company's health care benefits business.

Highmark Inc. is an independent licensee of the Blue Cross and Blue Shield Association, an association of independent Blue Cross and Blue Shield Plans. For more information, visit www.highmark.com.

About Independence Blue Cross
Independence Blue Cross is a leading health insurer in southeastern Pennsylvania. IBC and its affiliates provide coverage to nearly 3.4 million people. For 70 years, Independence Blue Cross has offered high-quality health care coverage tailored to meet the changing needs of members, employers, and health care professionals. Independence Blue Cross is an independent licensee of the Blue Cross Blue Shield Association, an association of independent Blue Cross and Blue Shield Plans.

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