2013-10-23T10:49:27-05:00 2012-12-31 861065772 DELOITTE TAX LLP 655 WEST BROADWAY SUITE 700 SAN DIEGO CA 921018590 990 2012-01-01 953858259 SCAN HEALTH PLAN SCAN 5629895100 3800 KILROY AIRPORT WAY NO 100 LONG BEACH CA 908065616 8453 5629895100 2013-10-22 1 DIANA J MCCUTCHEN P00545657 6192326500 2012 2016-02-24 21:20:13Z CHRISTOPHER WING 3800 KILROY AIRPORT WAY NO 100 LONG BEACH CA 908065616 2476284436 0 X WWW.SCANHEALTHPLAN.COM X 1983 CA OUR MISSION IS TO FIND WAYS TO ENHANCE SENIORS' ABILITY TO MANAGE THEIR HEALTH AND INDEPENDENCE. 10 9 894 3635 0 0 3830105 3705569 1634965549 1682067393 25882493 48887048 0 0 1664678147 1734660010 6427247 340575 0 0 59715980 65564154 0 0 0 1727767705 1607489703 1793910932 1673394432 -129232785 61265578 1005042260 721721783 536329323 223215900 468712937 498505883 X OUR MISSION IS TO FIND WAYS TO ENHANCE SENIORS' ABILITY TO MANAGE THEIR HEALTH AND INDEPENDENCE. 0 0 1522048391 34635 1682067393 MEDICARE ADVANTAGE PRESCRIPTION DRUG AND INDEPENDENT LIVING POWER (MAPD/ILP) PROGRAM:SCAN MAKES A UNIQUE AND SIGNIFICANT CONTRIBUTION TO SENIORS' ABILITY TO REMAIN HEALTHY, INDEPENDENT AND IN CONTROL OF WHERE AND HOW THEY LIVE. SCAN IS CURRENTLY LICENSED BY THE CALIFORNIA DEPARTMENT OF MANAGED HEALTH CARE AS A FULL-SERVICE, KNOX-KEENE CARE SERVICE PLAN. ANY INDIVIDUAL WHO IS ELIGIBLE FOR MEDICARE AND RESIDES IN THE COMMUNITIES SERVED, IS ELIGIBLE TO BECOME A MEMBER OF SCAN. SINCE ITS INCEPTION IN 1977 AS THE "SENIOR CARE ACTION NETWORK", SCAN HAS OPERATED AS A 501(C)(3) NOT-FOR-PROFIT, COMMUNITY-BASED SYSTEM. IN THIS MODEL, FUNDS FROM MEDICARE, MEDICAID WHERE APPLICABLE, PROVIDER COPAYS, AND IN SOME AREAS, NOMINAL PREMIUMS ARE POOLED TO ACHIEVE MAXIMUM EFFICIENCY AND FLEXIBILITY IN THE USE OF COMMUNITY RESOURCES TO HELP SENIORS STAY HEALTHY AND INDEPENDENT AT HOME. MANY OF THE SCAN MEMBERS ARE ALSO RECEIVING "INDEPENDENT LIVING POWER" SERVICES OR OTHER HOME AND COMMUNITY-BASED SERVICES. THESE ARE PERSONAL CARE SERVICES THAT ARE ABOVE AND BEYOND TYPICAL MEDICARE HEALTH CARE BENEFITS AND AVAILABLE TO SCAN MEMBERS WHO, TYPICALLY, MIGHT OTHERWISE BE LIVING IN A SKILLED NURSING FACILITY. THESE PERSONAL CARE SERVICES INCLUDE ITEMS SUCH AS LIGHT HOUSEKEEPING, HOME DELIVERED MEALS, CAREGIVER RELIEF, AND TRANSPORTATION ESCORTS. 6158765 INDEPENDENCE AT HOME (IAH): INDEPENDENCE AT HOME (IAH) IS THE HOME AND COMMUNITY-BASED SERVICES DIVISION OF SCAN HEALTH PLAN. SCAN RECOGNIZES THE MULTIPLE UNMET NEEDS OF THE FRAIL AND ECONOMICALLY DISADVANTAGED MEMBERS OF THE COMMUNITY AND THE FAMILY MEMBERS THAT CARE FOR THEM, AND ADMINISTRATIVELY AND FINANCIALLY SUPPORTS IAH IN HELPING TO MEET THESE NEEDS. SCAN CONTINUES TO STRENGTHEN AND EXPAND IAH THROUGH DEVELOPING NEW PROGRAMS AND INCREASING CARE MANAGEMENT SERVICES TO INDIVIDUALS NOT ENROLLED IN THE SCAN MEDICARE ADVANTAGE HEALTH PLAN. OUR MISSION:INDEPENDENCE AT HOME IS A CARE MANAGEMENT ORGANIZATION DEDICATED TO PROVIDING CULTURALLY AND ECONOMICALLY DIVERSE SENIORS AND DISABLED ADULTS WITH PERSONALIZED HOME AND COMMUNITY-BASED SERVICES. OUR SERVICES ARE DESIGNED TO ASSIST CLIENTS IN MAINTAINING THEIR WELL-BEING, DIGNITY AND INDEPENDENCE AT HOME.OUR VISION:INDEPENDENCE AT HOME WILL BE THE COMMUNITY RESOURCE OF CHOICE FOR INNOVATIVE CARE MANAGEMENT. IAH PROVIDES SENIORS AND DISABLED ADULTS WITH EASY ACCESS TO COMMUNITY-BASED SERVICES THAT WOULD ENABLE THEM TO REMAIN HEALTHY AND LIVING IN THE COMMUNITY INSTEAD OF IN NURSING HOMES OR OTHER INSTITUTIONALIZED SETTINGS. TODAY, IAH HAS SEPARATE PROGRAMS IN PLACE TO MEET THE SPECIAL NEEDS OF THE SENIOR AND DISABLED ADULT COMMUNITY: - MULTIPURPOSE SENIOR SERVICES PROGRAM (MSSP)- SUPPORTIVE SERVICES PROGRAM (SSP)- FAMILY CAREGIVER SUPPORT PROGRAM (FCSP)- LOS ANGELES COUNTY'S LINKAGES PROGRAM- INNERLINKS ADVANTAGE (IA)- VOLUNTEER ACTION FOR AGING (VAA) - CALIFORNIA COMMUNITY TRANSITIONS (CCT)FOR THE YEAR ENDED DECEMBER 31, 2012, THE INDEPENDENCE AT HOME PROGRAM INCURRED $6,158,765 IN PROGRAM EXPENSES AND RECEIVED $3,705,569 IN GRANTS. 1416608 305940 SCAN HEALTH PLAN COMMUNITY GIVING PROGRAM:THE SCAN HEALTH PLAN COMMUNITY GIVING PROGRAM IS FOCUSED ON MEETING BASIC NEEDS SUCH AS NUTRITION, SHELTER, HEALTH AND SOCIALIZATION, AND ON ENHANCING AN INDIVIDUAL'S ABILITY TO REMAIN INDEPENDENT IN THEIR OWN COMMUNITY. THIS IS ACCOMPLISHED THROUGH ONE-TIME OPERATING GRANTS. THE SCAN COMMUNITY OUTREACH GOVERNANCE COMMITTEE IDENTIFIES ORGANIZATIONS WHOSE WORK FITS WELL WITH THE PROGRAM PRIORITIES. AS A RESULT OF THIS APPROACH, THE MAJORITY OF GRANTEES ARE IDENTIFIED AND CONTACTED BY OUR STAFF.POLICIES AND PROCEDURES:A. IDENTIFICATION AND VETTING OF POTENTIAL PROGRAM GRANTEE - DIRECTOR, COMMUNITY OUTREACH COLLABORATES WITH VARIOUS SCAN DEPARTMENTS (SALES, HEALTH CARE SERVICES, INDEPENDENCE AT HOME, ETC) AND REPUTABLE AGENCIES TO IDENTIFY PROSPECTIVE GRANTEE ORGANIZATIONS. THE PROSPECTIVE GRANTEES ARE SUBJECTED TO THE COMMUNITY GIVING (CG) VETTING PROCESS AND MEASURED AGAINST THE FOLLOWING CRITERIA: 1) ALIGNMENT WITH SCAN MISSION, 2) MUST BE VERIFIED NONPROFIT AGENCY WITH TAX-EXEMPT STATUS, AND 3) ORGANIZATION MUST BE IN EXISTENCE FOR AT LEAST TWO YEARS. SUCCESSFUL CANDIDATES ARE ADDED TO THE LARGER SCAN GRANTEE POOL. B. SHORT LISTING POTENTIAL GRANTEE - DIRECTOR, COMMUNITY OUTREACH USES VARIOUS METHODS, I.E. OUTBOUND CALLS, INTERNET RESEARCH, AND INDUSTRY RATINGS TO FILTER THE POTENTIAL GRANTEE POOL INTO A SHORTLIST.C. EVALUATION AND SELECTING OF GRANTEES BY THE COMMUNITY OUTREACH GOVERNANCE COMMITTEE (COGC) - THE COGC IS A NINE-MEMBER COMMITTEE REPRESENTATIVE OF ALL LEVELS OF MANAGEMENT AND IS CHAIRED BY THE SENIOR VICE-PRESIDENT/GENERAL MANAGER SOUTHERN CALIFORNIA. THE COGC MEETS ON A QUARTERLY BASIS AND ITS ROLE IS TWOFOLD, 1) IT EVALUATES, SELECTS AND DECIDES THE AMOUNT TO BE AWARDED TO THE GRANTEE ORGANIZATIONS, AND 2) STEERS THE CG PROGRAM. THE COGC BASES ITS DECISION TO AWARD MONEY ON THE INFRASTRUCTURE OF THE GRANTEE ORGANIZATION, AND ITS PERCEIVED ABILITY TO EFFECTIVELY AND EFFICIENTLY IMPACT THE LIVES OF SENIORS AND CONTINUE A SUSTAINABLE RELATIONSHIP.D. GRANTEE OUTREACH - SUBSEQUENT TO THE COGC EARMARKING AND APPROVING FUNDS TO BE GRANTED A DESIGNATED MEMBER OF THE COGC PLACES AN OUTREACH CALL TO THE PROSPECTIVE GRANTEE ORGANIZATION. THE GRANTEE ORGANIZATION IS CONGRATULATED AND INFORMED OF ITS SUCCESSFUL SELECTION FOR A ONE-TIME GRANT. THIS CALL IS FOLLOWED BY A GRANT AGREEMENT WHICH CONTAINS INFORMATION ON FUNDING RESTRICTIONS AND REQUIREMENTS FOR GRANT REPORTING. ONLY AFTER A SIGNED AGREEMENT HAS BEEN FULLY EXECUTED WILL THE GRANT PAYMENT PHASE BE INITIATED.E. PAYMENT OF GRANT - THE DIRECTOR OF COMMUNITY OUTREACH PREPARES A COVER LETTER, ENVELOPE AND CHECK REQUEST FORM WHICH IS SIGNED AND APPROVED BY THE SENIOR VICE PRESIDENT/GENERAL MANAGER SOUTHERN CALIFORNIA AND FORWARDED TO ACCOUNTS PAYABLE FOR PROCESSING. ACCOUNTS PAYABLE DISTRIBUTES THE PAYMENT. SCAN HEALTH PLAN COMMUNITY OUTREACH:SCAN HEALTH PLAN HAS A 35 YEAR HISTORY OF CREATING PROGRAMS AND PROVIDING SERVICES TO OLDER ADULTS AND THEIR CAREGIVERS. OUR EXPERIENCE WITH THIS SEGMENT OF THE POPULATION HAS ALLOWED US TO DEVELOP A UNIQUE EXPERTISE IN GERIATRIC CARE AND HEALTH INTERVENTIONS. SCAN HEALTH PLAN IS COMMITTED TO SHARING THIS SET OF SKILLS AND KNOWLEDGE WITH THE BROADER COMMUNITY BY DEVELOPING COMMUNITY OUTREACH INITIATIVES. THESE INITIATIVES ARE AN IMPORTANT TOOL FOR BRINGING EDUCATION DIRECTLY TO COMMUNITY MEMBERS, CONTRIBUTE TO REDUCING HEALTH DISPARITIES AND IMPROVE HEALTH LITERACY, IN PARTICULAR AMONG UNDERSERVED COMMUNITIES.THROUGH OUR OUTREACH ACTIVITIES AND COMMUNITY GIVING PROGRAM, WE WORK TO SUPPORT ACCESS TO BASIC NEEDS SUCH AS FOOD AND NUTRITION, TO ENCOURAGE ACTIVE AND HEALTHY LIFESTYLES, TO ENGAGE OLDER ADULTS IN HEALTH MAINTENANCE, AND COLLABORATE WITH LOCAL SERVICE PARTNERS TO MEET GAPS IN COMMUNITY SERVICES. WE DO THIS IN MANY WAYS, BRINGING NEEDED RESOURCES AND A THOUGHTFUL PRESENCE TO OLDER ADULTS AND THEIR NETWORK OF SUPPORT THROUGHOUT CALIFORNIA. OUR GOAL IS TO MAKE AN IMPACT IN ALL OF THE COMMUNITIES WE SERVE AND TO IMPROVE THE LIVES OF ALL SENIORS - NOT JUST SCAN MEMBERS.SCAN HEALTH PLAN RECOGNIZES THAT ITS RESPONSIBILITY TO THE COMMUNITIES IN WHICH WE SERVE GOES BEYOND BUSINESS AND PROVIDING QUALITY HEALTHCARE.THE COMMUNITY OUTREACH DEPARTMENT SERVES TO IMPROVE EFFECTIVENESS AND COORDINATION OF SCAN'S OUTREACH ACTIVITIES RELATIVE TO THE COMPANY'S CHARITABLE MISSION. COMMUNITY OUTREACH PROGRAMS INCLUDE:-GENERAL COMMUNITY OUTREACH-COMMUNITY GIVING PROGRAM-SCAN VAN & RV PROGRAMS - SCAN'S COMMUNITY OUTREACH VEHICLE PROGRAM-CLASSROOM IN THE COMMUNITY (CITC) - HEALTH PROMOTION PRESENTATIONS IN THE COMMUNITY-TRADING AGES - SENIOR SENSITIVITY TRAINING WORKSHOPS-VENTURA RESOURCE CENTER - HEALTH EDUCATION, HEALTH PROMOTION AND EXERCISE CLASSES AND WORKSHOPS-EMPLOYEE VOLUNTEER PROGRAM-SPONSORSHIPSIN 2012, THE SCAN VAN PARTICIPATED IN 48 EVENTS, TOUCHING APPROXIMATELY 10,205 PEOPLE. ADDITIONALLY, THE TRADING AGES WORKSHOP WAS EXPANDED TO TRAIN NEW AUDIENCES SUCH AS LEGISLATORS, UNIVERSITIES, THEATER STAFF, AND HOME AND COMMUNITY BASED SERVICE PROVIDERS, ALL TOGETHER 65 WORKSHOPS WERE HELD AND 1,581 INDIVIDUALS ATTENDED TRAININGS.FOR THE YEAR ENDED DECEMBER 31, 2011 SCAN HEALTH PLAN COMMITTED TO $6,000,000 IN GRANTS FOR COMMUNITY GIVING. DURING THE 2012 TAX YEAR, THE COMPANY HAS ISSUED PAYMENTS OF $2,300,000 IN COMMUNITY GIVING TO VARIOUS CHARITABLE ORGANIZATIONS.FOR THE YEAR ENDED DECEMBER 31, 2012 SCAN HAS INCURRED APPROXIMATELY $1,416,608 IN PROGRAM EXPENSES WHICH INCLUDE $340,575 FOR GRANTS AND COMMUNITY GIVING, IN SUPPORT OF THE SCAN'S COMMUNITY OUTREACH AND GIVING PROGRAMS. 1529623764 1 1 0 1 0 0 0 0 0 0 1 1 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 1 3437 0 1 894 1 0 0 0 0 0 0 0 0 0 0 0 X 10 9 0 0 1 0 1 1 0 1 1 0 0 1 1 1 1 1 1 1 1 0 CA X VIRGINIA HAVAI 5629898300 3800 KILROY AIRPORT WAY LONG BEACH CA 908065616 COLLEEN CAIN 1.00 10.00 X 157950 0 0 THOMAS HIGGINS 1.00 9.00 X 145758 0 0 KIM HUNTER 1.00 6.00 X 79854 0 0 PATRICK SEAVER 1.00 9.00 X 140154 0 0 THOMAS MCDANIEL 1.00 5.00 X 113250 0 0 MICHAEL NOEL 1.00 7.00 X 132150 0 0 ANDREW ALLOCCO 1.00 6.00 X 80250 0 0 RYAN TRIMBLE 1.00 9.00 X 126650 0 0 FRANCESCA RUIZ DE LUZURIAGA 1.00 5.00 X 70050 0 0 CHRISTOPHER WING 17.00 23.00 X X 891744 0 109099 DOUGLAS JAQUES 17.00 23.00 X 0 453972 88308 NANCY J MONK 18.00 22.00 X 392845 0 32475 WALTER RANDY STONE 18.00 22.00 X 443528 0 63696 WILLIAM H ROTH 20.00 20.00 X 503704 0 45254 TIMOTHY SCHWAB 20.00 20.00 X 781005 0 88226 MERLIN SWACKHAMER 17.00 23.00 X 0 611418 46781 SHERRY STAINSLAW 20.00 20.00 X 388780 0 49712 PETER BEGANS 20.00 20.00 X 0 430187 84836 GILBERT J MILLER 18.00 22.00 X 363077 0 36828 CATHERINE N BATTEER 20.00 20.00 X 346304 0 35226 REBECCA M LEARNER 18.00 22.00 X 0 607575 25491 ELIZABETH RUSSELL 3.00 37.00 X 1100125 0 100061 RAJEEV NARULA 35.00 5.00 X 478694 0 41439 BEVANN MORELAND 35.00 5.00 X 319206 0 31940 RAYMOND CHAN 40.00 X 316203 0 40249 SHARONJIT K BAKSHI 38.00 2.00 X 297791 0 29490 RUSSELL BROWER 40.00 X 350032 0 36505 8019104 2103152 985616 91 0 1 0 HEALTHCARE PARTNERS MEDICAL GROUP 19191 S VERMONT AVENUE SUITE 200 TORRANCE CA 905020502 MEDICAL SERVICES 309518909 EXPRESS SCRIPTS INC 21653 NETWORK PLACE CHICAGO IL 606731216 MEDICAL SERVICES 195610570 HERITAGE PROVIDER NETWORK 8510 BALBOA BLVD SUITE 275 NORTHRIDGE CA 91325 MEDICAL SERVICES 189033613 PRIMECARE MEDICAL NETWORK INC 3990 CONCOURS SUITE 500 ONTARIO CA 917647983 MEDICAL SERVICES 77203915 SCRIPPS HELATH PLAN SERVICES 10170 SORRENTO VALLEY ROAD SAN DIEGO CA 92121 MEDICAL SERVICES 64941462 432 3704875 694 3705569 MEDICARE PREMIUMS 900099 1655747445 1655747445 MEDI-CAL PREMIUMS 900099 26319948 26319948 1682067393 14221474 14221474 776290000 741624426 34665574 34665574 34665574 1734660010 1682067393 0 48887048 340575 340575 4691522 4691522 41192308 18373977 22818331 3272189 93402 3178787 3605519 1015241 2590278 8846538 2569581 6276957 3956078 1530140 2425938 487955 21980 465975 1139222 1139222 346268 346268 498217 498217 26056673 1164273 24892400 16135668 117528 16018140 2364268 1300329 1063939 1091265 1091265 258713 18647 240066 1188404 178016 1010388 107322 16489 90833 1670651 1670651 5633090 2423808 3209282 MEDICAL SERVICES 1500284215 1500284215 ALLOCATIONS TO/FROM AFF 47286323 64057 47222266 BROKER COMMISSIONS 1535157 0 1535157 MEDICAL REVIEW 717246 18589 698657 689046 92917 596129 1673394432 1529623764 143770668 0 -13245477 -32537606 97980450 92921880 57953714 59545638 4448565 3823710 46560912 28727005 17683759 17833907 142587347 95600831 660641945 443782069 1925000 1225000 35066957 39526354 1005042260 721721783 524831380 213796187 8478 8379 7054296 2122474 4435169 7288860 536329323 223215900 X 468712937 498505883 0 0 468712937 498505883 1005042260 721721783 X 61265578 -1472632 -30000000 X 0 1 X 1 1 1 X 4001132 3980819 3871403 3830105 3705569 19389028 1535133342 1588944407 1629939148 1634965549 1682067393 8071049839 1539134474 1592925226 1633810551 1638795654 1685772962 8090438867 0 0 0 8090438867 27231757 23271203 27286098 2795274 14221474 94805806 27231757 23271203 27286098 2795274 14221474 94805806 121030 121030 1566487261 1616196429 1661096649 1641590928 1699994436 8185365703 0.98840 0.98560 0.01160 0.01410 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED X X 0 0 0 1 11670 0 0 1 431220 0 1 55237 498127 0 EXPLANATION OF LOBBYING ACTIVITIES: PART II-B, LINE 1: TRADE DUES 15935593 9368227 6567366 30625319 19358778 11266541 17833907 US GOVERNMENT & AGENCY OBLIGATIONS 75179784 F CORPORATE BONDS 68413542 F CORPORATE EQUITY SECURITIES 86745681 F ASSET-BACKED SECURITIES 77691204 F MUTUAL AND COMMINGLED FUNDS 135751858 F 443782069 NOTE RECEIVABLE FROM SCAN HEALTH PLAN ARIZONA 50000000 ALLOWANCE ON NOTES RECEIVABLE -18208000 DEFERRED COMPENSATION ASSETS 3241901 RESTRICTED FUNDS 300000 LONG TERM PREPAID ASSET 4192453 39526354 DEFERRED COMPENSATION LIABILITIES 7288860 7288860 1733187378 -1472632 -1472632 1734660010 0 1734660010 1673394432 0 1673394432 0 1673394432 PART X, FIN 48 FOOTNOTE TO FINANCIAL STATEMENTS: FIN 48 (ASC 740) WAS ADOPTED BY THE ORGANIZATION DURING THE YEAR ENDED DECEMBER 31, 2009. THERE HAS BEEN NO LIABILITY FOR UNCERTAIN TAX POSITIONS RECORDED ON THE FINANCIAL STATEMENTS FOR THE CURRENT YEAR. 1 AMERICAN RED CROSS 3150 E 29TH ST LONG BEACH CA 90806 951647805 501(C)(3) 7292 SCAN HEALTH PLAN MATCHING OF EMPLOYEES' CONTRIBUTION TOWARD HURRICAN SANDY RELIEF AMERICAN HEALTH ASSOCIATION 1710 GILBRETH RD BURLINGAME CA 94010 135616797 501(C)(3) 5000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY FOR THE SOUTH LA COUNTY SAVING STROKES PROGRAM. ABILITY FIRST 3770 E WILLOW ST LONG BEACH CA 90815 951690983 501(C)(3) 5000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY FOR THE WARM WATER AQUATICS PROGRAM. CATHOLIC CHARITIES OF THE DIOCESE OF STOCKON 1106 N EL DORADO ST STOCKTON CA 95202 941629114 501(C)(3) 15000 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES. CALIFORNIA STATE UNIVERSITY LONG BEACH FOUNDATION 1250 BELLFLOWER BLVD HS D 100 LONG BEACH CA 90840 916106694 501(C)(3) 5100 ONE TIME COMMUNITY GRANT TO THE OSHER LONGLIFE LEARNING INSTITUTE IN SUPPORT OF THE "FALLS AND BALANCE: AN OUNCE OF PREVENTION" CLASS SERIES. SECOND HARVEST FOOD BANK OF OC 8014 MARINE WAY IRVINE CA 92618 953033494 501(C)(3) 10000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY. COUNCIL ON AGING - ORANGE COUNTY 1971 E 4TH STREET STE 200 SANTA ANA CA 92705 952874089 501(C)(3) 15000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY. THE GRANT WAS MADE IN THE MEMORY OF DR. ASHA CHOPRA, SCAN HEALTH PLAN MEDICAL DIRECTOR. FAMILY SERVICE ASSOCIATION OF WESTERN RIVERSIDE COUNTY 21250 BOX SPRING RD STE 215 MORENOA VALLEY CA 92557 951803694 501(C)(3) 5000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY. FOOD FINDERS 3434 ATLANTIC AVE LONG BEACH CA 90807 330412749 501(C)(3) 5000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY. HUMAN SERVICES ASSOCIATION 6800 FLORENCE AVE BELL GARDENS CA 90201 951816054 501(C)(3) 21917 SCAN HEALTH PLAN SPONSORSHIP OF THANKSGIVING DAY MEALS BY HUMAN SERVICES ASSOCIATION IN BELL GARDENS, CA HEALTH INDUSTRY COLLABORATIVE EFFORT PO BOX 6270 NEWPORT BEACH CA 92658 900130332 501(C)(3) 10000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY. JEWISH FAMILY SERVICE OF LOS ANGELES 3580 WILSHIRE BLVD STE 700 LOS ANGELES CA 90010 951691013 501(C)(3) 10000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY FOR HOME BOUND MEALS JEWISH FAMILY SERVICE OF THE DESERT 801 TAHQUITZ CANYON ST 202 PALM SPRINGS CA 92262 330613083 501(C)(3) 30000 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES. JEWISH FAMILY SERVICES OF SAN DIEGO 8804 BALBOA AVE SAN DIEGO CA 92123 951644024 501(C)(3) 10000 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES TO SUPPORT THE FOODMOBILE - SENIOR NUTRITION PROGRAM. LA COMIDA SENIOR NUTRITION 450 BRYANT STREET PALO ALTO CA 94301 942170907 501(C)(3) 5000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY FOR SENIOR MEALS. MEALS ON WHEELS WEST 1823 MICHIGAN AVE SANTA MONICA CA 90404 954613280 501(C)(3) 5000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY. MEALS ON WHEELS BY SENIOR OUTREACH SERVICES 1300 CIVIC DRIVE WALNUT CREEK CA 94596 680044205 501(C)(3) 10000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY. MEALS ON WHEELS BY SENIOR OUTREACH SERVICES 1300 CIVIC DRIVE WALNUT CREEK CA 94596 680044205 501(C)(3) 15000 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES. MEALS ON WHEELS OF SAN FRANCISCO 1375 FAIRFAX AVE SAN FRANCISCO CA 94124 941741155 501(C)(3) 15000 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES. PLEASANT HILL COMMUNITY FOUNDATION - SENIOR CENTER 147 GREGORY LANE PLEASANT HILL CA 94523 680108026 501(C)(3) 5000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY FOR THE NUTRITION PROGRAM. PROJECT OPEN HAND 730 POLK STREET SAN FRANCISCO CA 94109 943023551 501(C)(3) 5000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY. RIVERSIDE MEALS ON WHEELS 4845 BROCKTON AVE RIVERSIDE CA 92506 237262925 501(C)(3) 5000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY. JACOB & CUSHMAN SAN DIEGO FOOD BANK 9850 DISTRIBUTION AVENUE SAN DIEGO CA 92121 204374795 501(C)(3) 10000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY. SAN FRANCISCO FOOD BANK 900 PENNSYLVANIA AVE SAN FRANCISCO CA 94107 943041517 501(C)(3) 5000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY. SENIOR GLEANERS INC 1951 BELL AVE SACRAMENTO CA 95838 510183481 501(C)(3) 5000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY. SENIOR COMMUNITY CENTERS OF SAN DIEGO 525 14TH ST STE 200 SAN DIEGO CA 92101 952850121 501(C)(3) 15000 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES. SMILES FOR SENIORS FOUNDATION 34910 AVE C YUCAIPA CA 92399 260373602 501(C)(3) 15000 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES. UC REGENTS 10945 LE CONTE AVE STE 2339 LOS ANGELES CA 90095 956006143 GOV'T ENTITY 20000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION THROUGH EDUCATION. THE GRANT IS IN SUPPORT OF THE LEADERSHIP AND MANAGEMENT IN GERIATRICS COURSE. YMCA OF SAN GABRIEL VALLEY 943 N GRAND STREET COVINA CA 91724 951641967 501(C)(3) 100000 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES AND SENIOR NUTRITION PROGRAMS AND ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY FOR SENIOR NUTRITION PROGRAMS. MEALS ON WHEELS GREATER SAN DIEGO INC 2254 SAN DIEGO AVE STE200 SAN DIEGO CA 92110 952660509 501(C)(3) 75000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY. MEALS ON WHEELS BY ACC 7311 GREENHAVEN DR STE 190 SACRAMENTO CA 95831 300610870 501(C)(3) 50000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY FOR NUTRITION SERVICES. ALAMEDA COUNTY MEALS ON WHEELS PO BOX 14002 OAKLAND CA 94614 942651065 501(C)(3) 75000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY. ASIAN COMMUNITY CENTER OF SACRAMENTO VALLEY 7311 GREENHAVEN DR STE 190 SACRAMENTO CA 95831 942271380 501(C)(3) 50000 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES AND SENIOR NUTRITION PROGRAMS. JEWISH FAMILY SERVICES OF LOS ANGELES 3580 WHILSHIRE BLVD STE 700 LOS ANGELES CA 90010 951691013 501(C)(3) 50000 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES. JEWISH FAMILY AND CHILDRENS SERVICES 2150 POST ST SAN FRANCISCO CA 94115 941156528 501(C)(3) 75000 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES AND PROGRAMS. THE HEALTH TRUST 2105 S BASCOM AVE STE 220 CAMPBELL CA 95008 946050231 501(C)(3) 100000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY FOR SENIOR NUTRITION PROGRAMS. FAMILY SERVICE ASSOCIATION OF WESTERN RIVERSIDE COUNTY 21250 BOX SPRINGS RD STE 215 MORENO VALLEY CA 92557 951803694 501(C)(3) 50000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY FOR SENIOR NUTRITION PROGRAMS. ST VINCENT MEALS & WHEELS 2131 WEST THIRD STREET LOS ANGELES CA 90057 953696693 501(C)(3) 50000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY FOR SENIOR NUTRITION PROGRAMS. SAN JOAQUIN DEPT OF AGING PO BOX 201056 STOCKTEN CA 95201 946000531 501(C)(3) 50000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY FOR SENIOR NUTRITION PROGRAMS. SELF HELP FOR THE ELDERLY 407 SANSOME ST SAN FRANCISCO CA 94111 941750717 501(C)(3) 50000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY FOR SENIOR NUTRITION PROGRAMS. HUMAN SERVICES ASSOCIATION 6800 FLORENCE AVE BELL CA 90201 951816054 501(C)(3) 125000 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES AND SENIOR NUTRITION PROGRAMS AND ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY FOR SENIOR NUTRITION PROGRAMS. FOOD BANK OF CONTRA COSTA AND SOLANO PO BOX 6324 CONCORD CA 94524 942418054 501(C)(3) 50000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY FOR SENIOR NUTRITION PROGRAMS. REHABILITATION SERVICES OF NORTHERN CA 490 GOLF CLUB ROAD PLEASANT HILL CA 94523 946826343 501(C)(3) 50000 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES AND PROGRAMS. COUNTY OF RIVERSIDE 6296 RIVERCREST DR STE K RIVERSIDE CA 92507 956000930 501(C)(3) 150000 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES AND SENIOR NUTRITION PROGRAMS AND ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY FOR SENIOR NUTRITION PROGRAMS. COUNCIL ON AGING-ORANGE COUNTY 1974 E 4TH STREET STE 200 SANTA ANA CA 92705 952874089 501(C)(3) 50000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY. COUNTY OF SAN JOAQUIN 44 N SAN JOAQUIN STREET STOCKTON CA 95202 946000531 501(C)(3) 50000 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES AND PROGRAMS. INTERNATIONAL INSTITUTE OF LOS ANGELES 3845 SELIG PLACE LOS ANGELES CA 90031 951641446 501(C)(3) 50000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY FOR NUTRITION SERVICES. COMMUNITY SENIORSERV INC 1200 N KNOLLWOOD CIRCLE ANAHEIM CA 92801 952771715 501(C)(3) 100000 ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY FOR NUTRITION SERVICES. CITY OF LOS ANGELES DEPARTMENT OF AGING 3580 WILSHIRE BLVD STE 300 LOS ANGELES CA 90010 956000735 501(C)(3) 100000 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES AND SENIOR NUTRITION PROGRAMS AND ONE TIME COMMUNITY GRANT FOR THE ORGANIZATION'S COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY FOR SENIOR NUTRITION PROGRAMS. HEALTHCARE PARTNERS INSTITUTE 19191 S VERMONT AVENUE SUITE 200 TORRANCE CA 90502 934591816 501(C)(3) 800000 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES. 50 0 PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, PART I, LINE 2: SCAN HAS A COMMUNITY GIVING COMMITTEE, ("CGC"), WHICH IS A NINE MEMBER COMMITTEE REPRESENTATIVE OF ALL LEVELS OF MANAGEMENT AND IS CHAIRED BY THE SENIOR VICE PRESIDENT, OPERATIONS. THE CGC MEETS ON A BIMONTHLY BASIS TO EVALUATE, SELECT AND DECIDE THE AMOUNT TO BE AWARDED TO GRANTEE ORGANIZATIONS. IT BASES ITS DECISION TO AWARD MONEY ON THE INFRASTRUCTURE OF THE GRANTEE ORGANIZATION, ITS PERCEIVED ABILITY TO EFFECTIVELY AND EFFICIENTLY IMPACT THE LIVES OF SENIORS AND ABILITY TO CONTINUE A SUSTAINABLE RELATIONSHIP. PRIOR TO THE SELECTION OF PROSPECTIVE GRANTEE ORGANIZATIONS BY CGC, SUCH ORGANIZATIONS ARE SUBJECTED TO A VETTING PROCESS AND MEASURED AGAINST THE FOLLOWING CRITERIA: 1) ALIGN WITH SCAN MISSION, 2) SERVE RESIDENTS IN SCAN HEALTH PLAN CALIFORNIA SERVICE AREAS, 3) MUST BE VERIFIED NONPROFIT WITH TAX EXEMPT STATUS AND 4) MUST BE IN EXISTENCE FOR AT LEAST 2 YEARS. IN 2011, SCAN HEALTH PLAN AGREED TO MAKE A $2,000,000 GRANT TO HEALTHCARE PARTNERS INSTITUTE WHICH ADDRESS THE HEALTH NEEDS OF CALIFORNIA'S SENIORS THAT ALLOW THEM TO REMAIN HEALTHY AND INDEPENDENT, AT HOME. THE GRANT AWARDED AS PART OF THIS COMMITMENT WILL BE DISTRIBUTED AS FOLLOWS: $800,000 IN 2012, $600,000 IN 2013 AND $600,000 IN 2014. IN 2011 AN ACCRUAL FOR THE $2,000,000 WAS INCLUDED IN SCHEDULE I AND IN 2012, $800,000 WAS PAID AGAINST THE ACCRUAL. IN 2011, SCAN HEALTH PLAN AGREED TO MAKE AN ADDITIONAL $4,000,000 IN COMMUNITY GRANTS WHICH ADDRESS THE HEALTH NEEDS OF CALIFORNIA'S SENIORS THAT ALLOW THEM TO REMAIN HEALTHY AND INDEPENDENT, AT HOME. THE GRANTS AWARDED AS PART OF THIS COMMITMENT WILL BE DISTRIBUTED BY DECEMBER 31, 2013. AMOUNTS AWARDED TO SPECIFIC ORGANIZATIONS DURING 2012 THAT WERE UNKNOWN AT THE TIME OF THE COMMITMENT AND ACCRUAL ARE INCLUDED IN SCHEDULE I. X 1 1 X X X X X X 1 1 1 0 0 0 0 0 1 1 COLLEEN CAIN 157950 0 0 0 0 0 0 0 0 0 157950 0 0 0 CHRISTOPHER WING 594534 0 276598 0 20612 0 88160 0 20939 0 1000843 0 0 0 DOUGLAS JAQUES 0 312622 0 122575 0 18775 0 45854 0 42454 0 542280 0 0 NANCY J MONK 224887 0 150000 0 17958 0 20865 0 11610 0 425320 0 0 0 WALTER RANDY STONE 347350 0 73977 0 22201 0 43210 0 20486 0 507224 0 0 0 WILLIAM H ROTH 412500 0 72197 0 19007 0 39548 0 5706 0 548958 0 0 0 TIMOTHY SCHWAB 462353 0 200299 0 118353 0 85515 0 2711 0 869231 0 95809 0 MERLIN SWACKHAMER 0 340498 0 101136 0 169784 0 44676 0 2105 0 658199 0 143092 SHERRY STAINSLAW 275720 0 93272 0 19788 0 37676 0 12036 0 438492 0 0 0 PETER BEGANS 0 292168 0 118102 0 19917 0 43042 0 41794 0 515023 0 0 GILBERT J MILLER 302395 0 39143 0 21539 0 33451 0 3377 0 399905 0 0 0 CATHERINE N BATTEER 290000 0 37838 0 18466 0 33284 0 1942 0 381530 0 0 0 REBECCA M LEARNER 0 100080 0 37133 0 470362 0 17500 0 7991 0 633066 0 145843 ELIZABETH RUSSELL 365361 0 309240 0 425524 0 75235 0 24826 0 1200186 0 0 0 RAJEEV NARULA 111535 0 61715 0 305444 0 17500 0 23939 0 520133 0 0 0 BEVANN MORELAND 241826 0 60687 0 16693 0 16086 0 15854 0 351146 0 0 0 RAYMOND CHAN 245961 0 50574 0 19668 0 11724 0 28525 0 356452 0 0 0 SHARONJIT K BAKSHI 234495 0 48478 0 14818 0 17500 0 11990 0 327281 0 0 0 RUSSELL BROWER 264827 0 66781 0 18424 0 17500 0 19005 0 386537 0 0 0 PART I, LINE 1A SIGNIFICANT OTHERS' OF CERTAIN SCAN GROUP, SCAN HEALTH PLAN AND SCAN ARIZONA EXECUTIVES ATTENDED A COMPANY BUSINESS EVENT IN 2012, AT THE COMPANY'S REQUEST, FOR THE BUSINESS PURPOSE OF CREATING DEEPER AND MORE PRODUCTIVE RELATIONSHIPS BETWEEN SCAN AND IMPORTANT SCAN THIRD PARTY BUSINESS PARTNERS. SINCE THE COMPANY REQUESTED THAT THE SCAN SIGNIFICANT OTHERS ATTEND FOR THE PURPOSE OF ACHIEVING A COMPANY BUSINESS OBJECTIVE, THE COMPANY REIMBURSED THE TRAVEL EXPENSES OF THOSE COMPANIONS. PART I, LINES 4A-C PART I, LINES 4A-C: 4A: DURING 2012, THE EMPLOYMENT RELATIONSHIPS OF THE FOLLOWING EMPLOYEES OF SCAN HEALTH PLAN AND SCAN GROUP ENDED. IN CONNECTION WITH THE TERMINATION OF THEIR RESPECTIVE EMPLOYMENT, SCAN HEALTH PLAN NEGOTIATED AND PAID SEVERANCE TO EACH OF THEM. THE SEVERANCE PAYMENT WAS IN ACCORDANCE WITH THE TERMS OF EACH KEY AND/OR HIGHLY COMPENSATED EMPLOYEES' THEN EXISTING EMPLOYMENT AGREEMENT. REBECCA M. LEARNER, SENIOR VICE PRESIDENT - COMPLIANCE, KEY EMPLOYEE - SCAN GROUP, $297,571 ELIZABETH RUSSELL, PRESIDENT - SOUTHWEST REGION , KEY EMPLOYEE - SCAN HEALTH PLAN, $340,452 RAJEEV NARULA, VICE PRESIDENT AND CONTROLLER, HIGHLY COMPENSATED EMPLOYEE - SCAN HEALTH PLAN, $246,726 4B: THE COMPANY PROVIDES A SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN TO ONLY SENIOR EXECUTIVES OF THE COMPANY. OFFICERS AND SENIOR VICE PRESIDENTS ARE ELIGIBLE TO PARTICIPATE IN THE SECTION 457(F) PLAN. THE FOLLOWING INDIVIDUALS PARTICIPATED IN THE COMPANY'S SECTION 457(F) DURING THE YEAR 2012: CHRISTOPHER WING, WALTER R. STONE, PETER BEGANS, TIMOTHY SCHWAB, DOUGLAS JAQUES, SHERRY STANISLAW, MERLIN SWACKHAMER, CATHERINE N. BATTEER, NANCY J. MONK, WILLIAM H. ROTH, GILBERT J. MILLER, REBECCA M. LEARNER AND ELIZABETH RUSSELL. PURSUANT TO THE TERMS AND CONDITIONS OF THE SECTION 457(F) PLAN, A PARTICIPANT BECOMES 100% VESTED IN THE EMPLOYER CONTRIBUTION UPON THE OCCURRENCE OF ANY OF THE FOLLOWING WHILE THE PARTICIPANT IS AN EMPLOYEE (I) THE PARTICIPANT HAS TEN YEARS OF CONTINUOUS EMPLOYMENT, COUNTING ONLY SERVICE AFTER DECEMBER 31, 2005; (II) THE PARTICIPANT REACHES THE AGE OF 62 AND HAS FIVE YEARS OF CONTINUOUS EMPLOYMENT; (III) THE PARTICIPANT'S INVOLUNTARY TERMINATION; (IV) THE PARTICIPANT'S DISABILITY; OR (V) THE PARTICIPANT'S DEATH. THERE WERE 3 INDIVIDUALS WHO RECEIVED DISTRIBUTIONS FROM THE SECTION 457(F) PLAN DURING THE YEAR: (1) TIMOTHY SCHWAB, $95,809, (2) MERLIN SWACKHAMER, $143,092, (3) REBECCA M. LEARNER, $145,843 4C: THE FOLLOWING INDIVIDUALS PARTICIPATED IN SCAN HEALTH PLAN'S KEYSOP PLAN DURING THE TAXABLE YEAR: TIMOTHY SCHWAB AND REBECCA LEARNER. THE PLAN HAS BEEN FROZEN SINCE MAY 2002 AND NO EMPLOYEES ARE BEING NEWLY ADDED AS PARTICIPANTS. THE PROCESS FOR DETERMINING THE COMPENSATION OF THE INDEPENDENT DIRECTORS OF SCAN GROUP AND ITS AFFILIATES IS IN ACCORDANCE WITH SCAN GROUP'S "INDEPENDENT DIRECTORS' COMPENSATION PHILOSOPHY" AND IS SIMILAR TO THE COMPENSATION PROCESS EMPLOYED BY SCAN GROUP WITH RESPECT TO THE SENIOR EXECUTIVES OF SCAN GROUP AND SCAN HEALTH PLAN. ELEMENTS OF COMPENSATION INCLUDE AN ANNUAL RETAINER FOR BOARD MEMBERS AND COMMITTEE CHAIRS, AS WELL AS ESTABLISHED PER MEETING FEES. IN DETERMINING SUCH COMPENSATION, THE BOARD AND COMPENSATION COMMITTEE RELY UPON THE COUNSEL AND EXPERTISE OF ERNST & YOUNG, AN INDEPENDENT CONSULTANT, WITH WELL-ESTABLISHED EXPERIENCE AND EXPERTISE IN THE AREA OF NONPROFIT ORGANIZATION COMPENSATION AND COMPLIANCE WITH THE INTERMEDIATE SANCTIONS REQUIREMENTS APPLICABLE TO SUCH COMPENSATION. THE COMPENSATION COMMITTEE RETAINS ERNST & YOUNG TO CONDUCT A STUDY OF INDEPENDENT DIRECTOR COMPENSATION PRACTICES BIENNIALLY, INCLUDING BENCHMARK DATA. PART I, LINE 8 CERTAIN AMOUNTS REPORTED IN FORM 990, PART VII, REPRESENT FIXED PAYMENTS UNDER INITIAL CONTRACTS AND ARE THEREFORE EXEMPT FROM THE APPLICATION OF IRC SECTION 4958. FORM 990, PART VI, SECTION A, LINE 4 THE ORGANIZATION ADOPTED AMENDED AND RESTATED BYLAWS DURING 2012, TO CHANGE DIRECTORS' TERM OF OFFICE FROM TWO YEARS IN DURATION TO THREE YEARS. NO CHANGES TO THE ORGANIZATION'S ARTICLES OF INCORPORATION OCCURRED DURING 2012. FORM 990, PART VI, SECTION A, LINE 6 THE SOLE MEMBER OF THE ORGANIZATION IS SCAN GROUP, A CALIFORNIA NONPROFIT ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7A THE SOLE MEMBER HAS THE POWER TO APPOINT THE MEMBERS OF THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 11 THE FORM 990 IS PREPARED BY DELOITTE TAX LLP, WORKING IN CONJUNCTION WITH SCAN'S FINANCE DEPARTMENT. SCAN HEALTH PLAN'S DIRECTOR OF FINANCIAL SERVICES HAS DIRECT RESPONSIBILITY FOR THIS EFFORT, SUBJECT TO SUPERVISION BY THE SCAN HEALTH PLAN CONTROLLER. AFTER AN INITIAL DRAFT OF THE FORM 990 IS PREPARED, IT IS CIRCULATED FOR REVIEW AND COMMENT BY RELEVANT MEMBERS OF THE EXECUTIVE TEAM WHO HAVE RESPONSIBILITY AND/OR KNOWLEDGE ABOUT THE VARIOUS MATTERS DISCLOSED AND/OR DESCRIBED IN THE FORM. THE GENERAL COUNSEL, IN PARTICULAR, REVIEWS THE FORM 990 AND ENSURES ACCURACY OF DESCRIPTIONS AND THAT DISCLOSURE IS COMPLETE. THE DRAFT FORM 990 IS REVIEWED BY THE AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD OF DIRECTORS OF SCAN GROUP, AND IS SHARED WITH ALL MEMBERS OF THE BOARD OF DIRECTORS AFTER IT IS READY FOR FILING BUT BEFORE IT IS FILED. FORM 990, PART VI, SECTION B, LINE 12C SCAN HEALTH PLAN REGULARLY AND CONSISTENTLY MONITORS AND ENFORCES COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY THROUGH ANNUAL CIRCULATION OF A CONFLICT OF INTEREST QUESTIONNAIRE WHICH IS REQUIRED TO BE ANSWERED BY ALL MEMBERS OF THE BOARD OF DIRECTORS, OFFICERS AND MEMBERS OF EXECUTIVE MANAGEMENT. IN ADDITION, THERE IS REGULAR EDUCATION AND ENFORCEMENT THROUGH OVERSIGHT OF SUCH POLICY AND THE SCAN HEALTH PLAN GIFT AND BUSINESS COURTESIES POLICY WITH RESPECT TO EACH DEPARTMENT BY MEMBERS OF THE SENIOR EXECUTIVE TEAM WITH RESPONSIBILITY FOR SUCH DEPARTMENT. THE LEGAL DEPARTMENT OF SCAN GROUP REVIEWS ALL CONTRACTUAL RELATIONSHIPS ENTERED INTO BY THE ORGANIZATION AND THE GENERAL COUNSEL OF SCAN HEALTH PLAN IS RESPONSIBLE FOR MONITORING CONFLICTS OF INTEREST THROUGH THE ANNUAL CIRCULATION AND REVIEW OF THE CONFLICT OF INTEREST QUESTIONNAIRE. ACCORDINGLY, THE LEGAL DEPARTMENT OF SCAN GROUP THROUGH THE GENERAL COUNSEL IS IN A POSITION TO MONITOR AND ENFORCE COMPLIANCE WITH THE POLICY ON AN ONGOING BASIS. FORM 990, PART VI, SECTION B, LINE 15 15A: THE PROCESS FOR DETERMINING THE COMPENSATION OF THE CHIEF EXECUTIVE OFFICER OF SCAN HEALTH PLAN IS CONDUCTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF SCAN GROUP, ALL OF THE VOTING MEMBERS OF WHICH ARE INDEPENDENT PERSONS. IN DETERMINING THE CHIEF EXECUTIVE OFFICER'S COMPENSATION, THE COMPENSATION COMMITTEE WORKS WITH AND RELIES UPON THE COUNSEL AND EXPERTISE OF ERNST & YOUNG, A CONSULTANT WITH WELL-ESTABLISHED EXPERIENCE AND EXPERTISE IN THE AREA OF NONPROFIT ORGANIZATION EXECUTIVE COMPENSATION AND COMPLIANCE WITH THE INTERMEDIATE SANCTIONS REQUIREMENTS APPLICABLE TO SUCH COMPENSATION. ERNST & YOUNG PROVIDES AN "EXECUTIVE COMPENSATION REPORT" TO THE COMPENSATION COMMITTEE EACH YEAR WHICH FURNISHES THE BASIS FOR THE ESTABLISHMENT OF THE CHIEF EXECUTIVE OFFICER'S COMPENSATION PACKAGE DURING THE FOLLOWING YEAR. THE ERNST & YOUNG EXECUTIVE COMPENSATION REPORT IS BASED ON A REVIEW OF THE EXECUTIVE COMPENSATION PRACTICES OF A VARIETY OF ORGANIZATIONS THAT ARE CONSIDERED COMPARABLE TO SCAN HEALTH PLAN BASED ON VARIOUS METRICS. THE COMPENSATION COMMITTEE DELIBERATES ON THE ISSUE OF THE CHIEF EXECUTIVE OFFICER'S COMPENSATION PACKAGE IN LIGHT OF THE ERNST & YOUNG EXECUTIVE COMPENSATION REPORT AND QUESTIONS ARE ASKED OF, AND ANSWERED BY ERNST & YOUNG, REGARDING SUCH REPORT AND OTHER MATTERS RELEVANT TO SUCH PACKAGE. BASED ON SUCH DELIBERATIONS, THE COMPENSATION COMMITTEE MAKES A RECOMMENDATION TO THE BOARD OF DIRECTORS OF SCAN GROUP REGARDING THE COMPENSATION PACKAGE FOR THE FOLLOWING YEAR. THE FULL BOARD OF DIRECTORS OF SCAN GROUP DELIBERATES ON AND THEN VOTES ON SUCH RECOMMENDATION; THE CHIEF EXECUTIVE OFFICER IS RECUSED FOR THE ENTIRETY OF SUCH DELIBERATIONS AND VOTE. THE MINUTES OF THE COMPENSATION COMMITTEE AND THE BOARD OF DIRECTORS FOR THESE MEETINGS ARE PREPARED SUBSTANTIALLY CONTEMPORANEOUSLY AND SUBSTANTIATE SUCH DELIBERATIONS AND DECISIONS. 15B: THE PROCESS FOR DETERMINING THE COMPENSATION OF OFFICERS OR OTHER KEY EMPLOYEES OF SCAN HEALTH PLAN IS CONDUCTED BY THE HUMAN RESOURCES DEPARTMENT AND CHIEF EXECUTIVE OFFICER OF SCAN HEALTH PLAN, AND THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF SCAN GROUP; ALL OF THE VOTING MEMBERS OF SUCH COMMITTEE ARE INDEPENDENT PERSONS. IN DETERMINING SUCH EMPLOYEES' COMPENSATION, THE HUMAN RESOURCES DEPARTMENT AND COMPENSATION COMMITTEE WORKS WITH AND RELIES UPON THE COUNSEL AND EXPERTISE OF ERNST & YOUNG, A CONSULTANT WITH WELL ESTABLISHED EXPERIENCE AND EXPERTISE IN THE AREA OF NONPROFIT ORGANIZATION EXECUTIVE COMPENSATION AND COMPLIANCE WITH THE INTERMEDIATE SANCTIONS REQUIREMENTS APPLICABLE TO SUCH COMPENSATION. ERNST & YOUNG PROVIDES AN "EXECUTIVE COMPENSATION REPORT" TO THE HUMAN RESOURCES DEPARTMENT AND COMPENSATION COMMITTEE EACH YEAR WHICH FURNISHES THE BASIS FOR THE ESTABLISHMENT OF SUCH EMPLOYEES' COMPENSATION PACKAGE DURING THE FOLLOWING YEAR. THE ERNST & YOUNG EXECUTIVE COMPENSATION REPORT IS BASED ON A REVIEW OF THE EXECUTIVE COMPENSATION PRACTICES OF A VARIETY OF ORGANIZATIONS THAT ARE CONSIDERED COMPARABLE TO SCAN HEALTH PLAN BASED ON VARIOUS METRICS. THE CHIEF EXECUTIVE OFFICER MAKES A RECOMMENDATION TO THE COMPENSATION COMMITTEE WITH RESPECT TO EACH OF SUCH EMPLOYEES' COMPENSATION PACKAGE IN LIGHT OF THE ERNST & YOUNG EXECUTIVE COMPENSATION REPORT. AT THE COMPENSATION COMMITTEE MEETING ADDRESSING SUCH MATTERS, QUESTIONS ARE ASKED OF, AND ANSWERED BY ERNST & YOUNG, REGARDING SUCH REPORT AND OTHER MATTERS RELEVANT TO SUCH PACKAGE. BASED ON SUCH DELIBERATIONS, THE COMPENSATION COMMITTEE MAKES A DECISION REGARDING THE COMPENSATION PACKAGE FOR SUCH EMPLOYEES FOR THE FOLLOWING YEAR. THE MINUTES OF THE COMPENSATION COMMITTEE FOR THIS MEETING ARE PREPARED SUBSTANTIALLY CONTEMPORANEOUSLY AND SUBSTANTIATE SUCH DELIBERATIONS AND DECISIONS. FORM 990, PART VI, SECTION C, LINE 19 SCAN HEALTH PLAN'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE NOT MADE AVAILABLE TO THE PUBLIC. SCAN HEALTH PLAN'S AUDITED FINANCIAL STATEMENTS ARE AVAILABLE ON THE DEPARTMENT OF MANAGED HEALTH CARE'S WEBSITE AND TAX RETURNS ARE AVAILABLE ON REQUEST. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 9: FUND TRANSFER TO SCAN GROUP -30,000,000. SCAN GROUP 3800 KILROY AIRPORT WAY SUITE 100 LONG BEACH CA 90806 953826037 ADMINISTRATIVE SUPPORT CA 501(C)(3) LINE 11, TYPE II N/A 1 THE SCAN FOUNDATION 3800 KILROY AIRPORT WAY SUITE 100 LONG BEACH CA 90806 450552845 GRANT MAKING CA 501(C)(3) LINE 11, TYPE II SCAN GROUP 1 SCAN HEALTH PLAN ARIZONA 3800 KILROY AIRPORT WAY SUITE 100 LONG BEACH CA 90806 731729007 MEDICARE ADVANTAGE AZ 501(C)(4) SCAN GROUP 1 SCAN LONG TERM CARE 3800 KILROY AIRPORT WAY SUITE 100 LONG BEACH CA 90806 204607594 MEDICAID MANAGEMENT CARE AZ 501(C)(4) SCAN HEALTH PLAN ARIZONA 1 SCAN 360 CARE 3800 KILROY AIRPORT WAY SUITE 100 LONG BEACH CA 90806 352443412 MEDICARE & MEDICAID SERVICES CA 501(C)(3) LINE 9 SCAN GROUP 1 SCAN MANAGEMENT SERVICES COMPANY 3800 KILROY AIRPORT WAY SUITE 100 LONG BEACH CA 90806 900860955 MANAGEMENT CA N/A C 0 SCAN WELLNESS CENTER PC 3800 KILROY AIRPORT WAY SUITE 100 LONG BEACH CA 90806 900860971 HEALTHCARE CA N/A C 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 SCAN ARIZONA Q 3709286 SEE PART VII SCAN LONG TERM CARE Q 214314 SEE PART VII SCAN FOUNDATION Q 37728 SEE PART VII SCAN GROUP P 51249213 SEE PART VII SCAN GROUP R 30000000 CASH SCHEDULE R, PART V THE PERCENTAGE OF ALLOCATION TO AFFILIATED COMPANIES IS DETERMINED BASED ON ESTIMATED PERCENTAGE OF TIME WORKED, PERCENTAGE OF HEADCOUNTS, AND THE PERCENTAGE OF SCAN MEMBERSHIP, AS APPROPRIATE BASED ON THE NATURE OF THE EXPENSE.