Over the last 15 years, UK HealthCare, the clinical enterprise of the University of Kentucky, has undertaken 3 clinical strategic plans to secure its position as a research-intensive, referral academic medical center. The first plan, titled Securing the Traditional Marketplace (2005–2010), focused on building advanced subspecialty programs on campus while pursuing partnerships with providers in UK HealthCare’s traditional marketplace, eastern Kentucky. The second plan, Expanding the Footprint (2010–2015), recognized that UK HealthCare needed to cover a population base of 5 to 10 million people to support its subspecialty programs. These 2 strategic plans were successful and achieved 4 outcomes: a doubling of annual discharges, a dramatic increase of transfers/external referrals, a significant increase in the case mix index, and impressive growth in subspecialty programs. The third clinical strategic plan, Preparing for Change (2015–2020), has expanded UK HealthCare’s gains in the face of rapidly changing reimbursement systems and delivery models. The pillars of this plan are responding to consumerism, strengthening hallmark programs through service lines, “hard wiring” relationships with partnering organizations including establishing the Kentucky Health Collaborative, and building infrastructure to deal with risk-based reimbursement. UK HealthCare is trying to spearhead a rational system of care for Kentucky rather than a system that rations care. Halfway through the third clinical strategic plan, UK HealthCare has seen increased discharges, transfers, and clinical expansion in its hallmark programs, building evidence that well-thought business practices can lead to improved public policy.