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Purpose: To examine why high-risk individuals targeted for a telephone care management program participated at low rates., Design: Study design consisted of qualitative, semistructured interviews., Setting: The setting was a large national insurer's telephone-based care management program. The program employed registered nurses to provide individually tailored education and counseling about health and health care., Subjects: Study subjects comprised members of a national insurer who were recruited to participate in a care management program but had either dropped out of the program after a short period of initial engagement or had never participated despite recruitment efforts., Measures: Interview content was divided into four categories: knowledge of the case management program, barriers to program participation, perceptions of benefits of the program, and suggestions for program improvement., Analysis: Investigators conducted a directed content analysis., Results: The most commonly cited barriers to participation were a lack of perceived need and a sense of distrust toward the program and its staff. The most commonly cited benefits were psychosocial support and goal setting., Conclusion: Care management programs may benefit from changes to how insurance plan members are selected for the program and from adjusting program content to address perceived needs among members.