The foundation of value-based success is a strong population health management (PHM) program that supports the entire organization. PHM programs built on data and technology and supported by robust operations can scale up to meet organization-wide needs. UMass Memorial has built a PHM program that scales. They created a department known as the office of clinical integration that supports system-level PHM functions. The group gathered a multi-disciplinary team to build governance models, secure senior executive and physician buy-in, and increase excitement using targeted communications and education outreach. Attendees will learn how UMass Memorial collects data from diverse sources, integrates it, then analyzes it to create a clear picture of population health needs and value-based care performance. They will also learn how UMass Memorial’s office of clinical integration managed the cultural change necessary to move from fee-for-service medicine to value-based care. Learning objectives: