High performing organizations (Daniel & Daniels, 2006) have a few things in common. One of those things is their ability to remain competitive while adapting to change. We see examples of adapting to change though the revision of key processes to meet new state & federal regulations, amending policies to meet funding source requirements, and/or training staff to implement improved protocol. An approach to organizational change that has shown to be effective is the adoption of a performance-based approach to the designing and managing of infrastructure, processes and the people. It is these internal structures that define a companys service delivery, and in turn shapes their culture, and therefor their public image. To do so, Performance Thinking must be learned and embraced by everyone in the organization. In August of 2013 Easter Seals Bay Area (ESBA) and Optimal partnered to undertake the adoption of Performance Thinking within ESBA; not only as a way to design and manage key pieces of their infrastructure, but also as part of their cultural identity. This panel will describe the main organizational change initiatives that ESBA has implemented throughout the transformation process including the creation of a mission statement & strategic plans, the design & implementation of key processes, the development of mangers & leaders and how teams of people were able to shift an organizations culture. We will also show data illustrating their impacts and discuss important lessons learned along the way to becoming a Performance Thinking organization.