Although the federal government will finance most of the coverage expansions of the Patient Protection and Affordable Care Act (ACA), implementation is largely devolved to states. Drawing from interviews with HIV policy experts and program managers and a documents review, the authors enumerate actions that must occur at multiple levels of government in order for ACA implementation in the context of HIV care to improve access to health care and health outcomes and the conditions under which these may fall short. Positive outcomes are predicted for HIV patients in states with sufficient political support and resources to implement the ACA. However, outcomes may worsen in states that do not implement the Medicaid expansion or other ACA provisions, particularly if federal funding for discretionary safety net programs is reduced. Transitioning patients from HIV-specific programs to other coverage sources may also reduce HIV services in states that previously were at the forefront of HIV care.