In our previous column in this series (see the Operations and Strategy column in the January/February 2015 issue of JHM), we describe the scale imperative for academic medical centers (AMCs) if they wish to remain viable in a healthcare landscape characterized by consolidation, increasingly closed systems, new reimbursement models, decreased funding, and other challenges. In addition, we describe AMCs' approaches to achieving adequate scale in terms of our five-category framework. The framework, with additional examples, is revisited in the sidebar on page 87 of this issue.Here, we discuss the case of one AMC-UW Health-that has embarked on the journey to developing scale. It hopes to leverage scale in shoring up its ability to support its missions of research and education.ABOUT UW HEALTHUW Health is the umbrella organization for the clinical operations of the various University of Wisconsin-Madison entities-UW School of Medicine and Public Health, UW Medical Foundation (the academic group practice), and UW Hospital and Clinics (the academic teaching hospital). Located in Madison, Wisconsin, a relatively small market in south central Wisconsin, UW Health's clinical mission involves providing service locally, regionally, statewide, and across state lines into the adjacent states of Illinois and Iowa. UW Health has had excellent financial performance for the past 15 years and remains strong today. UW School of Medicine and Public Health's academic performance and reputation also have been consistently strong throughout this period.THE DECISION TO SCALE UPIn addition to the national trends affecting all AMCs, UW Health faced a number of external conditions that influenced its decision to scale up:* It is surrounded by five large regional/national systems-Mayo Clinic, Ministry Health Care/Ascension Health, Aurora Health Care, Advocate Health Care, and UnityPoint Health-that have been growing rapidly and moving towardMadison from all directions. In early 2014, UnityPoint Health completed its acquisition of Meriter Health in Madison and established a local presence, while the formerly independent Dean Clinic sold itself to SSM Health Care, based in St. Louis, Missouri.* The relatively high cost of healthcare in the Madison region is not likely to be sustainable.* About 60% of the quaternary referrals to UW Health, which yield very high contribution margins, are outside its control and at risk as surrounding systems grow and become increasingly self-contained.As UW Health looks into the future, it expects to encounter daunting clinical challenges, as noted in Figure 1. Although its market in 2014 was moderately integrated both horizontally and vertically (including physician alignment), payers are still many, and diverse, and competition on value is modest. Over the next 5 years, the market is expected to evolve across all five of these factors. The result is that UW Health faces a transforming market that is likely to move quickly toward highly organized and increasingly closed systems of care, thus placing at risk the tertiary and quaternary referrals from throughout the state that have been the lifeblood of its clinical growth and academic support.UW HEALTH'S APPROACHIn response to these challenges, UW Health set about creating a culture that will support the scale imperative by identifying the leadership commitment and degree of scale required.Leadership CommitmentsTo advance a new organizational culture, a different set of leadership capabilities and commitments is required. These competencies are quite different from the leadership expectations in most AMCs. If leadership is not fully committed to cohesion, collaboration, and building scale, including tackling the often difficult intraorganizational issues, internal forces will block growth. Scaling up requires support staff to fuel inorganic growth and then a new support structure to manage a larger, more diverse, and geographically dispersed organization. …