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Introduction ACOs are seen as an important development in the quest to provide quality care and control health care costs. The pace of ACO adoption has waned after a blistering start. The calculus for ACO adoption has changed and there is little understanding of the reasons for the change. The objectives of this dissertation are to understand physician organizations' motivation to form ACOs, explore physician organizations' ACO readiness, and identification of barriers and facilitators to ACO adoption. The dissertation also proposes an ACO Orientation Conceptual Model and tests the model from case studies of six physician organizations in Orange County, CA. By understanding the reasons physician organizations accept or reject ACO contracts, leaders and administrators can adjust parameters that will influence future accountable care movement. Background ACO is an entity comprised of hospitals and physician organizations who join together to assume responsibility for providing integrated high quality care at a sustainable cost level for a patient population. The idea originated in the medical establishment and entered the policy arena through MedPAC, an agency that advises Congress on Medicare matters. The Dartmouth Institute for Health Policy and Clinical Practice, the Engelberg Center for Health Care Reform at Brookings, and MedPAC pushed ACO onto the national agenda. ACO became a formal part of the health reform movement when the ACA was signed into law. As of October 2013, there were 23 Pioneer ACOs, 35 Advanced Payment ACOs, 220 SSP ACOs, and 235 private sector ACOs. Aims and Objectives The dissertation seeks to understand physician organizations' motivation to form or not form ACOs, proposes and tests an ACO Orientation Conceptual Model, and identifies barriers and facilitators to ACO adoption. Methodology The dissertation uses a qualitative, non-experimental, cross-case study method supplemented by a survey. Six case study participants were selected from a combined list of physician organizations from Cattaneo and Stroud and California Association of Physician Groups (CAPG). Using a semi-structured interview guide, an in-depth interview with an executive in the physician organization and an administration of a Physician Organization ACO Readiness Survey for each organization completed the data collection process. Information from key informant interviews was integrated with publicly available reports, state government agency reported data, information on a physician organization's website, and other Internet resources related to the physician organizations forming the basis for the case studies. Analysis was also performed across the physician organizations to identify common themes and unearth insights. The ACO Orientation Conceptual Model was tested based on the responses to the semi-structured interview questions and the ACO readiness survey. Findings Of the external causal attributes described by the ACO Motivation Conceptual Model, only business rationale, competitor activity, and a policy window were found by case study participants to be applicable. None of the participants cited necessity or timing as an external causal attribute. Of the internal causal attributes described by the ACO Motivaton Conceptual Model, only culture, leadership, and quality care were found by case study participants to be valid. The only internal causal attribute that garnered concensus among all six case study participants was a focus on quality care improvements. Testing of the ACO Orientation Conceptual Model found that along the strategic typology dimension, of the six case study participants in the study, four case study participants were classified as Analyzers and two were classified as Prospectors. None of the case study participants had a Defender classification. Along the ACO readiness dimension, five of the six case study participants had high ACO readiness scores and one case study participant recorded a low ACO readiness score. Using assessments from the case study participants, the model successfully predicted that Analyzers with high ACO readiness scores and Prospectors with low ACO readiness scores would consider becoming ACOs. The model also predicted correctly that Prospectors with high ACO readiness scores would become ACOs.Enviromental barriers identified by case study participants included an ACO's broad scope, intensive resource investment requirements, rules and regulations interpretation and enforcement, and a risk/reward imbalance. Organizational barriers identified by case study participants included physician organization and hospital misalignment of incentives, a lack of infrastructure, a lack of data, difficulties in getting providers to buy-in, and beneficiary inertia. Facilitators identified by case study participants include communication, trust, technology, information exchange, a strong primary care network and network management, scalability, and experience with risk, continuity of care, and managed care programs. Conclusion Understanding physician organization ACO adoption and diffusion may benefit from additional qualitative and quantitative studies. The specific recommendations are to conduct case studies in other geographic areas outside of Orange County, CA, empirically study to see if physician organizations changed strategies due to ACOs, and finally, measure the performance and outcomes of selected ACO strategies. There are three implications for health policy makers. First, for physician groups participating in the Shared Savings Program (SSP), there is a desire to attract Medicare fee-for-service (FFS) beneficiaries into the Medicare Advantage plans. This motivation is different from those of physician organizations serving commercial ACOs. Second, reduce the environmental and organizational barriers to ACO adoption. Finally, healthcare leaders and practitioners should be prepared to address system-wide implications resulting from the massive shifts in the physician organization strategy as a response to ACOs.