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Deal-making and disruption are transforming relationships between providers and payers in highly competitive Minneapolis. The two largest hospital systems, Allina Health and Fairview Health Services, are growing more vertically integrated and rattling the payer landscape through growing insurance operations and plans to directly contract with employers. Minneapolis’ leading insurers also are being pressured by national carriers planning major expansions in the state following the elimination of a state law that limited the ability of out-of-state and for-profit insurers to operate in Minnesota. The rise of more advanced integrated delivery networks joins with a high concentration of large employers to make Minneapolis an especially suitable proving ground for population health and payment reform initiatives. The prevalence of narrow-network health plans will grow and pressure independent providers to align with one of the market’s large clinically integrated networks. Minneapolis’s population is healthy, but aging, leading to particularly large investments in therapeutic areas including orthopedics, neurology/neurosurgery, and cancer care.