There is widespread consensus that Health Information Exchange, the electronic sharing of patients' health information between delivery settings, is critical to improving the quality and efficiency of patient care. The United States has had limited success in establishing broad-based HIE. To address these issues, the federal government funded the State Health Information Exchange Cooperative Agreement Program. An in-depth qualitative study was conducted, consisting of site visits and semi-structured discussions with 105 respondents in 5 states to understand early HIE implementation experiences. Results show the last two years have seen unprecedented growth in HIE infrastructure. Key factors such as maturity of HIE at baseline and healthcare market characteristics have shaped governance models and technical infrastructures. Early focus on stakeholder value proposition and sustainability planning is critical for long-term success. States continue to face numerous challenges in converting stakeholder support into financial commitment and real-time exchange of health information. We discuss the key issues states faced in attempting to realize broad-based HIE and offer insights that may assist other states.