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The U.S. health care system is undergoing a major transformation. Clinical delivery systems are now being paid according to the value of the care they provide, in accordance with the Triple Aim, which incorporates improving the quality and cost of care and the patient experience. Increasingly, financial risk is being transferred from insurers to clinical delivery systems that become responsible for both episode-based clinical care and the longitudinal care of patients. Thus, these delivery systems need to develop strategies to manage the health of populations. Academic medical centers (AMCs) serve a unique role in many markets yet may be ill prepared for this transformation.In 2013, Oregon Health & Science University (OHSU) partnered with a large health insurer and six other hospitals across the state to form Propel Health, a collaborative partnership designed to deliver the tools, methods, and support necessary for population health management. OHSU also developed new internal structures and transformed its business model to embrace this value-based care model.Each Propel Health partner included the employees and dependents enrolled in its employee medical plan, for approximately 55,000 covered individuals initially. By 2017, Propel Health is expected to cover 110,000 individuals. Other outcomes to measure in the future include the quality and cost of care provided under this partnership.Anticipated challenges to overcome include insufficient primary care networks, conflicting incentives, local competition, and the magnitude of the transformation. Still, the time is right for AMCs to commit to improving the health of populations.