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As of January 2014, 26 states had chosen to expand Medicaid under the Affordable Care Act (ACA) to cover individuals with incomes up to 138% of the federal poverty level.1 In these states, Medicaid agencies are facing one of the largest implementation challenges in the program’s history. We undertook a survey of high-ranking Medicaid officials in these states to assess their priorities, expectations, and programmatic decisions related to the coming expansion. The Medicaid expansion poses major challenges in the domains of enrollment, management of health care costs, and providing adequate access to services for beneficiaries.2 Previous research has documented that millions of individuals eligible for Medicaid are currently not enrolled and remain uninsured,3 suggesting that state outreach strategies may underpin the success or failure of the ACA’s coverage expansion. With the problematic launch of the Federal Marketplace in October 2013, concerns have grown about the ability of states and the federal government to enroll eligible individuals.4 New enrollment among previously-eligible individuals (the so-called “woodwork effect” or “welcome-mat effect”) also may have major budget implications for states, since they will have to pay a larger share of costs for this group.5 More generally, with spending on Medicaid increasing significantly in recent years, cost projections and approaches to managing program costs are critical and have played a key role in states’ debates over whether to expand Medicaid in 2014.6 Lastly, recent studies have demonstrated Medicaid’s value in expanding access to needed services, with somewhat conflicting results regarding its impact on various health measures.7 At the same time, the program is faced with ongoing limitations in terms of the number of providers willing to care for Medicaid patients8 and potential disruptions in coverage over time under the ACA, as patients cycle in and out of Medicaid eligibility.9 While the Center for Medicare and Medicaid Services (CMS) has recently put out guidance to states on potential options to mitigate the impact of such coverage churning, as well as to increase enrollment more generally,10 it remains unclear how many states are pursuing various options along these lines. With major policy changes underway for nearly all aspects of the Medicaid program, understanding the perspectives of state leaders is critical. One recent article examined governors’ perspectives on the Medicaid expansion,11 but in this study, we targeted state Medicaid directors to focus on those officials actively supervising the details of implementation who may be closest to the everyday operational realities of the expansion. Two recent reports featuring surveys of Medicaid officials have focused on fiscal concerns and issues of integration of care.12 Our study aims to build on this body of knowledge in the context of the quickly changing political environments at the state and federal levels, while covering a more comprehensive set of policy issues. Furthermore, by focusing specifically on those experiences of officials in states expanding Medicaid for 2014, we were able to explore in more depth the specific policies states are pursuing in the areas of outreach and enrollment, cost control, and improving access to care for newly-eligible adults. Overall, our key findings—described in Part III below—show that Medicaid officials in expanding states were optimistic about the success of enrollment efforts, with community-based assistance predicted to play a large role in ensuring high enrollment rates.13 However, state officials expressed concerns regarding costs to the state budget and remaining barriers related to newly-eligible beneficiaries’ access to care.14 Officials unanimously reported a heavy reliance on delivery system and payment reform to help control costs, with managed care also playing a key role.15 Despite implementation challenges, Medicaid officials predicted that the expansion will deliver positive effects on health, access to care, and financial protection for those newly-eligible for Medicaid coverage.16