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This article examines the development of transformation initiatives-deliberate attempts to achieve systemic changes and rapid performance improvements. Accounts of transformation initiatives often reveal little about past organizational and contextual conditions that contributed to success. Instead, these accounts concentrate on change barriers.We seek to restore balance to this field by examining how antecedent system capacities contributed to a successful transformation initiative.This article presents a case study of the first 2 years of a system redesign initiative at an integrated safety-net health system and provides a historical analysis of developments during the decade preceding the redesign.Beginning in the mid-1990s, Denver Health benefited from strong municipal support for its development and expansion. Gradually, it developed its financial and human resources, organizational structure, change strategy, change-management capabilities, information technology, and physical plant. These antecedent capacities all contributed to the implementation of the 2004 system redesign and helped Denver Health overcome several constraints.Transformation initiatives may build on existing features and resources, even as they overcome or depart from others. The Denver Health case study helps researchers identify positive antecedents to transformation initiatives, assess the success of such initiatives in terms of implementation progress and outcomes, and recognize complementary contributions of incremental and episodic changes. The study alerts practitioners to the importance of assuring that change efforts rest on solid organizational foundations.