## Facts

- Kentucky enacted two “any willing provider” statutes restricting health insurers and HMOs from excluding providers willing to meet plan terms, including a law requiring inclusion of willing licensed chiropractors for plans offering chiropractic benefits.
- Health plans and HMOs operating in Kentucky used selective provider networks and alleged the statutes limited their ability to offer exclusive networks.
- Petitioners sued the Kentucky Insurance Commissioner, seeking a declaration that ERISA preempted the statutes.
- The district court held the statutes related to ERISA plans but were saved from preemption as laws regulating insurance.
- The Sixth Circuit affirmed.

## Issues

1. Whether Kentucky’s any-willing-provider statutes are preempted by ERISA because they “relate to” employee benefit plans.
2. Whether the statutes are “law[s] … which regulate insurance” within ERISA’s saving clause and thus are not preempted.
3. What standard governs whether a state law “regulates insurance” for ERISA saving-clause purposes.

## Decision

- The Supreme Court unanimously affirmed.
- The Court held the Kentucky statutes are saved from ERISA preemption because they “regulate insurance” within ERISA’s saving clause.
- The Court articulated a two-part test for saving-clause coverage and applied it to uphold both statutes.

## Legal Principles

- A state law is saved from ERISA preemption as a law that “regulates insurance” if it:
  - is specifically directed toward entities engaged in insurance; and
  - substantially affects the risk-pooling arrangement between insurer and insured.
- Laws of general application that merely affect insurers incidentally are not saved; regulation must target insurance entities with respect to insurance practices.
- Any-willing-provider requirements can substantially affect risk pooling by changing the permissible terms of coverage (including network structure) offered to insureds, thereby regulating insurance rather than only provider contracting.

## Conclusion

The Court held Kentucky’s any-willing-provider statutes, though related to ERISA plans, regulate insurance under ERISA’s saving clause because they are directed at insurers and materially alter permissible risk-pooling arrangements by expanding covered access to providers.


Ky. Ass’n of Health Plans, Inc. v. Miller, 538 U.S. 329 (2003)