Relying on the “Any Willing Provider” statute codified at OCGA § 33-20-16 the “AWP statute”, Georgia’s Commissioner of Insurance ruled that Blue Cross and Blue Shield of Georgia, Inc. “Blue Cross” was required to admit “any willing provider” that wished to join its preferred provider arrangement, and that Blue Cross Blue Shield Healthcare Plan of Georgia, Inc. “BC Healthcare” was required to admit “any willing provider” that wished to join its health maintenance organization.1 The superior court reversed the Commissioner. Northeast Georgia Cancer Care, LLC and the Commissioner then sought discretionary review of the superior court’s order, and we granted the applications, leading to these companion appeals. Based upon the plain language and structure of the Insurance Code, and giving proper deference to the ruling of the Commissioner, we conclude that the Commissioner correctly concluded that the Insurance Code does not bar application of the AWP statute to Blue Cross’s preferred provider arrangement. But it erred by applying the AWP statute to BC Healthcare’s HMO network. The record reflects certain undisputed facts. In 1985, two separate healthcare companies merged and created Appellee Blue Cross. Blue Cross was licensed by Georgia’s Commissioner of Insurance as a nonprofit “health care corporation” governed by what is now Chapter 20 of the Insurance Code, Title 33. Among other things, Blue Cross, as authorized by Chapter 30 of the Insurance Code, offers a preferred provider network plan to its insureds, which it refers to as a “Preferred Provider Organization” or PPO. In 1985, Blue Cross created, organized, and capitalized a for-profit wholly owned subsidiary, Appellee BC Healthcare. BC Healthcare, which began operation in 1986, is separately licensed by the Commissioner to operate as a health maintenance organization “HMO”. BC Healthcare offers an HMO network plan to its insureds.
In 1996, Blue Cross converted to a for-profit organization with the approval of the Commissioner. As a result of legislative amendments, Blue Cross continued to be licensed as a “health care corporation” governed by Chapter 20 of the Insurance Code. See OCGA § § 33-20-3 12 B; 33-20-31; 33-20-34; Ga. L. 1995, p. 745. As part of the conversion process, Blue Cross became a wholly owned subsidiary of the newly formed Cerulean Companies, Inc. In December 1997, Blue Cross distributed to Cerulean its 100 percent ownership interest in BC Healthcare, making the latter corporation a wholly owned subsidiary of Cerulean and an affiliate of Blue Cross.
