Many drinking water utilities are currently dealing with questions regarding where and when improvements to their distribution systems need to occur. In addition, utilities also need to accommodate anticipated increased water demands due to increased population densities, commercial and industrial growth. When the growth occurs, will their systems have enough finished water supply, pumping and pipe network capacities to convey flows where demands are needed most? How do we plan for new industrial and commercial customers? Master planning partnered with water system hydraulic modeling is an established process through which utilities begin to move from reactive-mode to ready-mode in their capital improvement plan development methodology. Creating or updating the water system’s hydraulic model is key to allocating current customer water demands and calibrating the model based on field and SCADA data. Through the calibration and verification process the model is prepared to accurately replicate actual distribution system conditions and identify system deficiencies in the areas of capacity, storage, fire flow, and finished water supply. In the water system analysis stage, design solutions are uploaded to the model and results reviewed to identify the best fit solutions and resolve existing and future deficiencies. Cleveland Utilities Authority (CUA) partnered with Jacobs to guide the master planning process for their distribution system. CUA’s service area includes the City of Cleveland and portions of Bradley County in Tennessee. CUA serves approximately 34,600 water customers, representing a population of 87,960. This presentation will focus on the highlights of the master planning process including lessons learned along the way. The following results and lessons learned will be discussed in greater detail during the presentation: •Model calibration – the importance of pressure logger calibration and consistent setup to verify readings and leading to model calibration. •The model’s benefit as a tool to recommend gradual operational changes to improve controls and better predict the impact of growth. •The importance of consistent and open communication with municipal and county planning agencies to establish realistic growth predictions from City annexation strategies, and long-term transportation planning. •The benefits of a 10-year, 20-year, and 30-year planning horizon to predict the benefits and impacts of new treatment supply and how they impact the need for transmission upgrades are necessary in the system. The master planning process facilitates data-driven, open-communication with utility and regional stakeholders to make informed decisions in their capital improvement plan.