The independent Office of the Actuary for CMS certified that the Pioneer ACO model has met the stringent criteria for expansion to a larger population. Significant savings have accrued and quality targets have been met, so the program as a whole appears to be working. Ironically, 13 of the initial 32 enrollees have left. We attribute this to the design of the ACO models which inadequately support efficient care delivery. Using Bellin-ThedaCare Healthcare Partners as an example, we will focus on correctible flaws in four core elements of the ACO payment model: finance spending and targets, attribution, and quality performance.