The downside of vertical integration in healthcare. Who your plan is really paying.

The short answer

Vertical integration in healthcare costs employers when one parent company earns money at several points in the same claim. Three PBMs, each owned alongside a major insurer, processed nearly 80% of US prescriptions in 2023. Employers can protect their plan with contract terms on PBM pay, drug-level claims data and disclosure of every adviser's compensation.

Key takeaways

  • The three largest PBMs processed nearly 80% of the roughly 6.6 billion US prescriptions in 2023, and each sits inside a company that also owns a major health insurer.
  • FTC staff found that pharmacies owned by those PBMs earned more than $7.3 billion above estimated acquisition cost on specialty generic drugs from 2017 to 2022.
  • When one company sits on several sides of a transaction, your plan needs contract terms, data access and advice that answer only to you.

Employers buying health benefits today often pay the same parent company several times over for one claim. Insurers have bought pharmacy benefit managers (PBMs), PBMs own the pharmacies that fill prescriptions, and hospital systems have absorbed independent physician practices. Benefits brokerages have consolidated too. Supporters say integration streamlines care. The problem for your plan is that the incentives of each piece stop pointing at you.

How big are the big three PBMs?

Big enough that three PBMs handle most of the prescriptions employer plans pay for. In its July 2024 interim staff report, the Federal Trade Commission found that the three largest PBMs, CVS Caremark, Express Scripts and Optum Rx, processed nearly 80% of the roughly 6.6 billion prescriptions dispensed by US pharmacies in 2023. The six largest processed more than 90%.

Each of the three sits inside a larger company that also owns a major health insurer and its own pharmacies.

PBMParent companyAffiliated insurer
CVS CaremarkCVS HealthAetna
Express ScriptsThe Cigna GroupCigna Healthcare
Optum RxUnitedHealth GroupUnitedHealthcare

The FTC described PBMs as part of complex, vertically integrated health care conglomerates and called the industry highly concentrated. It also found that pharmacies affiliated with the three largest PBMs accounted for nearly 70% of specialty drug revenue.

Does integration raise prices?

It can. Employers lose bargaining power when fewer independent companies compete for their business. An integrated company has less reason to compete on price for a service it can route to itself.

The FTC’s second interim staff report, released in January 2025, put numbers on that. Looking at 51 specialty generic drugs from 2017 to 2022, staff found that the big three PBMs marked up many of them by hundreds or thousands of percent at their own pharmacies. Those affiliated pharmacies earned more than $7.3 billion in dispensing revenue above the drugs’ estimated acquisition cost, and they were paid more than unaffiliated pharmacies on nearly every drug examined. Staff also estimated $1.4 billion in spread pricing over the same period.

Those dollars come from plan sponsors and their employees. In 2021 alone, plan sponsors paid $4.8 billion for the specialty generic drugs in the study.

How does it affect patients?

Employees feel integration as narrower choice. When a PBM requires specialty prescriptions to be filled at its own pharmacy, or a hospital system buys the independent specialists in a market, patients have fewer places to go. In rural and underserved areas, where options were already thin, that loss of choice can mean longer drives and longer waits.

Where do the conflicts of interest come from?

Employers should expect conflicts whenever one company sits on more than one side of a transaction. An insurer that owns a PBM has to balance controlling the plan’s drug costs against the revenue its pharmacies and rebate programs bring the parent company. Your employees’ access to the most effective medication can end up in the middle.

The FTC sued the three largest PBMs in September 2024, alleging that their rebating practices inflated the list price of insulin. In February 2026, Express Scripts agreed to a proposed settlement that, among other changes, requires it to base members’ out-of-pocket costs on a drug’s net cost rather than its list price, offer plan sponsors terms that move away from rebate guarantees and spread pricing, and give plan sponsors more transparency, including disclosure of payments to brokers.

Brokerages are part of this picture. As brokerages merge, carrier bonuses and commissions can grow larger and shape which plans get recommended. Since the Consolidated Appropriations Act, 2021, brokers and consultants who expect $1,000 or more in direct or indirect compensation must disclose it to the group health plan fiduciary. Ask for that disclosure and read it.

Congress went further on PBMs in the Consolidated Appropriations Act, 2026, signed February 3, 2026. We cover what it requires and when in our look at PBM reform.

What does it cost in quality and new ideas?

Employers also pay for integration in ways that are harder to measure. When financial targets drive decisions inside a large system, cost cutting can take priority over patient outcomes. And as the largest companies grow, smaller and more agile players have a harder time reaching employers with new approaches to care and pricing. Less diversity in the market means fewer alternatives when your current vendor stops working for you.

What can employers do now?

Employers who sponsor a plan have more control than the market structure suggests. A few steps go a long way:

  1. Read how your PBM is paid. Look for spread pricing, how rebates are defined and passed through, and whether the PBM can steer prescriptions to its own pharmacies.
  2. Get your data. Ask for drug-level claims data, not a carrier summary, and compare what your plan pays per prescription with what the pharmacy was paid.
  3. Ask every adviser how they are paid. That includes your broker. The compensation disclosure is your right as a plan fiduciary.
  4. Market the contract when it can’t be fixed. Compare transparent and traditional PBMs side by side and record why your committee chose what it chose.

Ethos Benefits reviews PBM contracts and pharmacy spend through its pharmacy and PBM service.

The balance to strike.

Integration is not going away, and some coordination does help patients. But employers, regulators and policymakers should weigh the costs to competition, choice, quality and trust. For a plan sponsor, the test is simple: every party paid by your plan should be able to show that its incentives line up with your employees’ care and your plan’s dollars.

Questions employers ask about this.

What is vertical integration in healthcare?

Vertical integration is when one company owns businesses at different steps of care and payment, such as an insurer that also owns a pharmacy benefit manager and specialty pharmacies, or a hospital system that buys physician practices. The same parent then earns money at several points in a single claim.

Which health insurers own the largest PBMs?

CVS Health owns Aetna and CVS Caremark, The Cigna Group owns Express Scripts, and UnitedHealth Group owns UnitedHealthcare and Optum Rx. FTC staff reported in July 2024 that these three PBMs processed nearly 80% of US prescriptions in 2023, and that their affiliated pharmacies accounted for nearly 70% of specialty drug revenue.

Why does vertical integration matter to an employer health plan?

When the company managing your drug benefit also owns the pharmacy filling the prescription, it can profit from steering and from higher prices it sets for itself. FTC staff found affiliated pharmacies were paid more than unaffiliated ones on nearly every specialty generic drug it studied.

What is the difference between horizontal and vertical integration in healthcare?

Horizontal integration joins companies at the same step, such as one hospital system buying another or two brokerages merging. Vertical integration joins companies at different steps of care and payment, such as an insurer that owns a PBM and the pharmacies that fill its members' prescriptions. Both can leave fewer independent competitors, but vertical integration also lets one parent earn at several points in a single claim.

What did the FTC's Express Scripts settlement require?

In February 2026, Express Scripts agreed to a proposed settlement of the FTC's insulin case. Among other changes, it must base members' out-of-pocket costs on a drug's net cost rather than its list price, offer plan sponsors terms that move away from rebate guarantees and spread pricing, and give plan sponsors more transparency, including disclosure of payments to brokers.

Do benefits brokers have to disclose their compensation?

Yes, for group health plans. Since the Consolidated Appropriations Act, 2021, brokers and consultants who expect $1,000 or more in direct or indirect compensation must disclose it to the plan fiduciary. Employers should ask for that disclosure, read it and compare it with what the broker recommends, because carrier bonuses and commissions can shape which plans get recommended.

Sources

  1. FTC Releases Interim Staff Report on Prescription Drug Middlemen (July 9, 2024), Federal Trade Commission
  2. FTC Releases Second Interim Staff Report on Prescription Drug Middlemen (January 14, 2025), Federal Trade Commission
  3. FTC Secures Landmark Settlement with Express Scripts to Lower Drug Costs for American Patients (February 4, 2026), Federal Trade Commission
  4. Field Assistance Bulletin No. 2021-03: Group Health Plan Service Provider Disclosures, U.S. Department of Labor, Employee Benefits Security Administration

This article is general information for employers, not legal or tax advice. Talk with your plan's legal counsel or tax advisor about your own situation.

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