Value-based payment models are increasingly transferring performance risk to providers. Health systems must build infrastructure to systematically manage care quality and cost, while administering physician incentive programs that recognize quality and efficiency. The 4,000 physician-members of the AMITA Health Clinically Integrated Network are responsible for the care of over 400,000 individuals in the Chicago area through various attributed, value-based payer contracts. AMITA will review strategies for engaging physicians in value-based transformation and the importance of clinical integration as a vehicle for crafting virtually integrated delivery systems. AMITA will discuss the need for financial and performance accountability, explanation of physician communication and reporting approaches, and will describe the evolution of performance-based compensation programs and their use of analytics and behavioral economics to reward high quality, efficient care.