Taking a different approach, the Water System Operations Group (WSO) of the Metropolitan Water District of Southern California (Metropolitan) focused its reorganization on system interdependencies and accountability. Moving away from traditional top-down redesign efforts, WSO created a multi-level, cross-functional "Design Team" comprising line employees from varied geographic and functional areas, supervisors and managers. The Team was charged by the group executive (Group Manager) to develop a new organizational structure, formulate a change strategy for implementation, and design a method to "roll out" the changes to staff. Several months after implementation, the Design Team reassembled to evaluate how their concepts and intentions had fared in a real-life operating environment. Beyond their design efforts, which were working pretty well, the team looked at how the revised organization would fare within the larger structure of the district. Returning to the analysis and evaluation techniques that had resulted in their development of a successful structure for the group, the team developed a "prescription" for the future stability and success of WSO's efforts and passed along their recommendation to the Group Manager. The core of the recommendation was to update, align, and make more rigorous the performance management system for the entire Group of nearly 1,000 employees, to optimize their work efforts within the new organizational structure. Currently in implementation, this new performance management system breaks away from the "one size fits all" concept of performance management methodologies and tools. Through internal analysis, using internal staff expertise, an approach has been specifically tailored to align with WSO's functions, style, and organizational structure, as well as the culture of the broader organization in which it must conduct its operations. The result is a multi-faceted approach which meshes elements of strategy mapping and a balanced scorecard, applied to strategic planning, group work planning, and performance measurement. This paper highlights the benefits, challenges and techniques being applied to transform a tradition-based utility management system from reliance on "tried and true", historic procedures - to a nimble, focused system capable of aligning day-to-day work with specific strategies and objectives, and committed to installing systems to measure and improve operational outcomes of the entire group. Includes 8 references, figures.