ABSTRACT: Importance:Rates of total knee arthroplasty vary widely across the United States. Whether this variation is associated with differences in patient characteristics or physician practice is unknown. Objectives:To determine regional variations in rates of total knee arthroplasty after accounting for the prevalence of knee arthritis and other potentially associated patient risk factors and to assess the correlation of these variations with measures of access to care and surgical indications. Design, Setting, and Participants:This retrospective national cohort study used Medicare data on more than 24 million deidentified beneficiaries annually from 2011 to 2015. Individuals included had fee-for-service coverage, were 65 to 89 years of age, and resided in 1 of 306 health referral regions. Data were analyzed from September 13, 2018, to August 15, 2019. Main Outcomes and Measures:Rate of primary total knee arthroplasty indexed to the national rate using observed to expected ratios. The expected numbers of arthroplasty procedures were derived from estimates based on beneficiaries' demographic and clinical characteristics. Observed to expected ratios were confounded by race/ethnicity; thus race/ethnicity-stratified analyses were conducted. Results:In 2011, there were 218?282 total knee arthroplasty procedures among 24?583?706 white Medicare beneficiaries (mean [SD] age 74.2 [6.9] years; 54.6% women). The rate of arthroplasty during the study period (5 years) was 9.3 per 1000 person-years. Adjustment for clinical characteristics reduced the spread in observed to expected ratios among regions by 29% compared with adjustment for age and sex alone. However, substantial variation remained, with observed to expected ratios that ranged from 0.61 in Newark, New Jersey, to 1.82 in Idaho Falls, Idaho. High ratios were primarily present in the upper Midwest, Great Plains, and Mountain West regions. Higher ratios were associated with regions where beneficiaries had fewer outpatient visits (Spearman correlation [r], -0.64; 95% CI, -0.70 to -0.56) and with regions having more surgeons per capita who performed knee arthroplasty (r?=?0.27; 95% CI, 0.16-0.37). Higher ratios were associated with higher rates of arthroplasty procedures among beneficiaries with dementia (r?=?0.36; 95% CI, 0.25-0.46), peripheral vascular disease (r?=?0.52; 95% CI, 0.42-0.61), and skin ulcers (r?=?0.43; 95% CI, 0.32-0.53), which are relative contraindications to arthroplasty. Conclusions and Relevance:Substantial regional variation in rates of total knee arthroplasty remained after adjustment for patient characteristics. Coexistence of high observed to expected ratios and high rates among patients at greater surgical risk suggested overuse of knee arthroplasty in some regions.