Poor health status, rapidly escalating health care costs, and seemingly little association between investments in health care and health outcomes have prompted a call for a "pay-for-performance" system to improve population health. We suggest that both health plans and clinical service providers measure and report the rates of 5 behaviors: 1) smoking, 2) physical activity, 3) excessive drinking, 4) nutrition, and 5) condom use by sexually active youth. Because preventive services can improve population health, we suggest that health plans and clinical service providers report delivery rates of preventive services. We also suggest that an independent organization report 8 county-level indicators of health care performance: 1) health care expenditures, 2) insurance coverage, 3) rates of unmet medical, dental, and prescription drug needs, 4) preventive services delivery rates, 5) childhood vaccination rates, 6) rates of preventable hospitalizations, 7) an index of affordability, and 8) disparities in access to health care associated with race and income. To support healthy behaviors, access to work site wellness and health promotion programs should be measured. To promote coordinated care, an indicator should be developed for whether a clinical service provider is a member of an accountable care organization. To encourage clinical service providers and health plans to address the social determinants of health, organizational participation in community-benefit initiatives that address the leading social determinants of health should be assessed.