EXTENDED ABSTRACT Distributed watershed models are increasingly being used to support decisions about alternative management strategies in the areas of landuse change, climate change, water allocation, and pollution control. For this reason it is important that these models pass through a careful calibration and uncertainty analysis. Furthermore, as calibration model parameters are always conditional in nature the meaning of a calibrated model, its domain of use, and its uncertainty should be clear to both the analyst and the decision maker. Large-scale distributed models are particularly difficult to calibrate and to interpret the calibration because of large model uncertainty, input uncertainty, and parameter non-uniqueness. To perform calibration and uncertainty analysis, in recent years many procedures have become available. As only one technique cannot be applied to all situations and different projects can benefit from different procedures, we have linked, for the time being, three programs to the hydrologic simulator Soil and Water Assessment Tools (SWAT) (Arnold et al., 1998) under the same platform, SWAT-CUP (SWAT Calibration Uncertainty Procedures). These procedures include: Generalized Likelihood Uncertainty Estimation (GLUE) (Beven and Binley, 1992), Parameter Solution (ParaSol) (van Griensven and Meixner, 2006), and Sequential Uncertainty FItting (SUFI-2) (Abbaspour, et al., 2007). In this paper we describe SWAT-CUP and the three procedures and provide an application example using SUFI-2. Inverse modelling (IM) has often been used to denote a calibration procedure which uses measured data to optimize an objective function for the purpose of finding the best parameters. In recent years IM has become a very popular method for calibration. IM is concerned with the problem of making inferences about physical systems from measured output variables of the model (e.g., river discharge, sediment concentration). This is attractive because direct measurement of parameters describing the physical system is time consuming, costly, tedious, and often has limited applicability. In large-scale distributed applications most parameters are almost impossible to measure as they are lumped and; hence, do not carry the same physical meaning as they did in their small-scale applications. For example, soil parameters such as hydraulic conductivity, bulk density, water storage capacity are but fitting parameters in the large scale. Because nearly all measurements are subject to some uncertainty and the models are only approximations, the inferences are usually statistical in nature. Furthermore, because one can only measure a limited number of (noisy) data and physical systems are usually modelled by continuum equations, no hydrological inverse problem is really uniquely solvable. In other words, if there is a single model that fits the measurements there will be many of them and a large number of parameter combinations can lead to acceptable modelling results. Our goal in inverse modelling is then to characterize the set of models, mainly through assigning distributions (uncertainties) to the parameters, which fit the data and satisfy our presumptions as well as other prior information. To make the parameter inferences quantitative, one must consider 1) the error in the measured data (driving variables such as rainfall and temperature), 2) the error in the measured variables used in model calibration (e.g., river discharges and sediment concentrations, nutrient loads, etc.), and 3) the error in the conceptual model (i.e., inclusion of all the physics in the model that contributes significantly to the data). The latter uncertainty could especially be large in large-scale watershed models.