2012-11-15T10:59:37-06:00 2011-12-31 861065772 DELOITTE TAX LLP 655 WEST BROADWAY SUITE 700 SAN DIEGO CA 921018590 990 2011-01-01 953858259 SCAN HEALTH PLAN SCAN 5629895100 3800 KILROY AIRPORT WAY NO 100 LONG BEACH CA 908065616 8453 5629895100 2012-11-15 1 DIANA J MCCUTCHEN P00545657 6192326500 2011 2016-02-24 21:20:13Z CHRIS WING 3800 KILROY AIRPORT WAY NO 100 LONG BEACH CA 908065616 2252008071 0 X WWW.SCANHEALTHPLAN.COM X 1983 CA OUR MISSION IS TO FIND WAYS TO ENHANCE SENIORS' ABILITY TO MANAGE THEIR HEALTH AND INDEPENDENCE. 9 7 990 2245 0 0 3871403 3830105 1629939148 1634965549 29516289 25882493 84568 0 1663411408 1664678147 463860 6427247 0 0 77278309 59715980 0 0 0 1691109850 1727767705 1768852019 1793910932 -105440611 -129232785 984124517 1005042260 337347681 536329323 646776836 468712937 X OUR MISSION IS TO FIND WAYS TO ENHANCE SENIORS' ABILITY TO MANAGE THEIR HEALTH AND INDEPENDENCE. 0 0 1465199789 89550 1634965549 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. 6226654 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)- INTEGRATED CARE MANAGEMENT (ICM) INCLUDING -SUPPORTIVE SERVICES PROGRAM (SSP) -FAMILY CAREGIVER SUPPORT PROGRAM (FCSP) -LOS ANGELES COUNTY'S LINKAGES PROGRAM- INNERLINKS ADVANTAGE (IA)- FAITH IN ACTION / VOLUNTEER ACTION FOR AGING (FIA/VAA) - CALIFORNIA COMMUNITY TRANSITIONS (CCT) THESE PROGRAMS PROVIDE SUPPORT TO OLDER ADULTS (60+) AND DISABLED (18+) WHO CURRENTLY LACK THE PERSONAL RESOURCES TO MAINTAIN THEIR HEALTH AND WELL-BEING IN THE COMMUNITY. CARE MANAGEMENT IS PROVIDED BY EXPERIENCED SOCIAL WORKERS, NURSES AND THERAPISTS THAT DIRECT THE PROVISION OF NECESSARY SERVICES FOR QUALIFIED SENIORS AND DISABLED ADULTS. SERVICES IN THESE PROGRAMS ARE FREE TO PARTICIPANTS. GENERALLY ANY REVENUE IS DUE TO A GOVERNMENT GRANT OR CHARITABLE CONTRIBUTION RECEIVED AND AT TIMES, REVENUE MAY BE THE RESULT OF AN INTRACOMPANY BILLING. FOR EXAMPLE, INNERLINKS PARTICIPANTS ARE A SUBSET OF INDIVIDUALS THAT PARTICIPATE IN THE MSSP PROGRAM. THEREFORE, INNERLINKS MAY RENDER AN INVOICE TO MSSP AS A "WAIVED SERVICE" SINCE MSSP HAS ACCESS TO A GOVERNMENTAL GRANT FOR A PORTION OF ITS PROGRAM.FOR THE YEAR ENDED DECEMBER 31, 2011, THE INDEPENDENCE AT HOME PROGRAM INCURRED $6,226,654 IN PROGRAM EXPENSES AND RECEIVED $3,830,075 IN GRANTS. 7259688 6337697 SCAN HEALTH PLAN COMMUNITY GIVING PROGRAM:SCAN HEALTH PLAN COMMUNITY GIVING 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 GIVING 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 COMMUNITY ENGAGING 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) SERVING RESIDENTS IN SCAN HEALTH PLAN'S CALIFORNIA SERVICES AREAS, 3) MUST BE VERIFIED NONPROFIT AGENCY WITH TAX-EXEMPT STATUS, AND 4) 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 GRANTEE BY THE COMMUNITY GIVING COMMITTEE (CGC) - THE CGC 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 MONTHLY BASIS AND ITS ROLE IS TWOFOLD, 1) IT EVALUATES, SELECTS AND DECIDES THE AMOUNT (CG STARTED WITH $5,000 OR $10,000 GRANTS IN 2009, INCREMENTAL AMOUNTS WILL INCREASE UP TO $15,000) TO BE AWARDED TO THE GRANTEE ORGANIZATIONS, AND 2) STEER THE CG PROGRAM. THE CGC 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 CGC EARMARKING AND APPROVING FUNDS TO BE GRANTED A DESIGNATED MEMBER OF THE SCAN EXECUTIVE TEAM OR CGC 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 AN OUTREACH LETTER WHICH CONTAINS A PARAGRAPH ON FUNDING RESTRICTIONS AND A REQUEST FOR BUSINESS AND ADMINISTRATIVE INFORMATION. ONLY AFTER THESE REQUIREMENTS HAVE BEEN MET 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, OPERATIONS 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.IN 2008, SCAN'S COMMUNITY OUTREACH PROGRAMS AND ACTIVITIES WERE MANAGED USING A DECENTRALIZED APPROACH. AT THE TIME, MULTIPLE DEPARTMENTS DIRECTED A VARIETY OF COMMUNITY OUTREACH COMPONENTS INCLUDING COMMUNITY SPONSORSHIPS. STARTING IN 2009, SCAN CREATED A CENTRALIZED APPROACH TO COMMUNITY OUTREACH BY CREATING A COMMUNITY OUTREACH DEPARTMENT. THE COMMUNITY OUTREACH DEPARTMENT WAS DEVELOPED IN ORDER TO IMPROVE EFFICIENCY AND COORDINATION OF SCAN'S OUTREACH ACTIVITIES RELATIVE TO THE COMPANY'S CHARITABLE MISSION. IN 2010, SCAN SIGNIFICANTLY INCREASED OUTREACH EFFORTS BY DEPLOYING THE SCAN VAN THROUGHOUT THE INLAND EMPIRE, ORANGE COUNTY AND LOS ANGELES COUNTY. IN 2011, THE SCAN VAN PARTICIPATED IN 43 EVENTS, TOUCHING APPROXIMATELY 7832 PEOPLE. ADDITIONALLY, THE TRADING AGES WORKSHOP WAS EXPANDED TO TRAIN NEW AUDIENCES SUCH AS LEGISLATORS AND HOME AND COMMUNITY BASED SERVICE PROVIDERS, ALL TOGETHER 34WORKSHOPS WERE HELD AND 973 INDIVIDUALS ATTENDED TRAININGS.FOR THE YEAR ENDED DECEMBER 31, 2011 SCAN HAS INCURRED APPROXIMATELY $906,990 IN PROGRAM EXPENSES AND COMMITTED $6,000,000 IN GRANTS AND DONATED $352,697 IN GRANTS AND COMMINITY GIVING, IN SUPPORT OF THE SCAN'S COMMUNITY OUTREACH AND GIVING PROGRAMS. COMMUNITY OUTREACH PROGRAMS INCLUDE:-GENERAL COMMUNITY OUTREACH-COMMUNITY GIVING-SCAN VAN-CLASSROOM IN THE COMMUNITY (CITC)-TRADING AGES-VENTURA RESOURCE CENTER-EMPLOYEE VOLUNTEER PROGRAM-SPONSORSHIPS 1478686131 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 3307 0 1 990 1 0 0 0 0 0 0 0 0 0 0 0 X 9 7 0 0 0 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 X COLLEEN CAIN 12.60 X X 166670 0 0 THOMAS HIGGINS 9.90 X 138308 0 0 KIM HUNTER 9.90 X 106347 0 0 PATRICK SEAVER 10.00 X 111587 0 0 THOMAS MCDANIEL 10.70 X 125300 0 0 MICHAEL NOEL 9.90 X 92550 0 0 ANDREW ALLOCCO 11.70 X 53875 0 0 CHRIS WING 40.00 X X 305810 0 20849 RYAN TRIMBLE 40.00 X X 921522 0 10976 DOUGLAS JAQUES 40.00 X 0 416260 79903 RANDY STONE 40.00 X 226899 0 15107 WILLIAM ROTH 40.00 X 301980 0 330 TIMOTHY SCHWAB 40.00 X 859139 0 94364 DENNIS EDER 40.00 X 1322329 0 31361 MERLIN SWACKHAMMER 40.00 X 0 458298 42560 SHERRY STANISLAW 40.00 X 329332 0 43390 REBECCA LEARNER 40.00 X 0 299150 40739 ELIZABETH RUSSELL 40.00 X 487331 0 81495 PETER BEGANS 40.00 X 0 367272 71099 GILBERT MILLER 40.00 X 257055 0 486 ROGER LAPP 40.00 X 576057 0 36339 MARC RADNER 40.00 X 0 720739 26614 HENRY OSOWSKI 40.00 X 0 746702 25819 DEBORAH MILLER 40.00 X 330333 0 38179 RAJEEV NARULA 40.00 X 301809 0 41528 BEVANN MORELAND 40.00 X 300297 0 19408 JAMES HENDRICKSON 40.00 X 279346 0 40675 HANS ECKARDT 40.00 X 240767 0 13594 RUSSELL BROWER 40.00 X 328628 0 35520 8163271 3008421 810335 85 0 1 0 HEALTHCARE PARTNERS MEDICAL GROUP 19191 S VERMONT STE 200 TORRANCE CA 905020502 MEDICAL SERVICES 304339424 EXPRESS SCRIPTS INC 21653 NETWORK PLACE CHICAGO IL 606731216 MEDICAL SERVICES 183093501 HERITAGE PROVIDER NETWORK 8510 BALBOA BLVD SUITE 275 NORTHRIDGE CA 91325 MEDICAL SERVICES 182838322 PRIMECARE MEDICAL NETWORK INC 3990 CONCOURS SUITE 500 ONTARIO CA 91764 MEDICAL SERVICES 78444538 SCRIPPS HEALTH PLAN SERVICES 10170 SORRENTO VALLEY ROAD SAN DIEGO CA 92121 MEDICAL SERVICES 61532512 431 3823872 6233 3830105 MEDICARE PREMIUMS 900099 1601081642 1601081642 MEDI-CAL PREMIUMS 900099 33883907 33883907 1634965549 2795274 2795274 610417143 587329924 23087219 23087219 23087219 1664678147 1634965549 0 25882493 6427247 6427247 6290060 368512 5921548 40661389 18444051 22217338 2280187 1163294 1116893 6207953 2520306 3687647 4276391 1865592 2410799 488346 18844 469502 2304965 2304965 467911 30000 437911 517573 517573 21498840 733490 20765350 10504069 528380 9975689 2373163 1349696 1023467 869628 26680 842948 434992 258079 176913 1172102 230241 941861 54488 7510 46978 5081855 1888579 3193276 15750 15750 MEDICAL SERVICES 1440764927 1440764927 LEGAL SETTLEMENT ACCRUA 198000000 198000000 ALLOCATIONS TO/FROM OTH 41242967 1924866 39318101 LICENSE, DUES AND SUBSC 237957 23900 214057 1738172 111937 1626235 1793910932 1478686131 315224801 0 -9335750 -13245477 101047465 97980450 45338605 57953714 1504651 4448565 39725325 22041566 14528413 17683759 121036654 142587347 703854000 660641945 2625000 1925000 3525479 35066957 984124517 1005042260 331607792 524831380 9357 8478 2016439 7054296 3714093 4435169 337347681 536329323 X 646776836 468712937 646776836 468712937 984124517 1005042260 X -129232785 -48831114 X 0 1 1 X 1 1 X 4649209 4001132 3980819 3871403 3830105 20332668 1456913080 1535133342 1588944407 1629939148 1634965549 7845895526 1461562289 1539134474 1592925226 1633810551 1638795654 7866228194 0 0 0 7866228194 31777755 27231757 23271203 27286098 2795274 112362087 31777755 27231757 23271203 27286098 2795274 112362087 2583509 121030 2704539 1495923553 1566487261 1616196429 1661096649 1641590928 7981294820 0.98560 0.98240 0.01410 0.01710 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 0 1 9871 0 0 1 446304 0 1 61398 517573 0 EXPLANATION OF LOBBYING ACTIVITIES: PART II-B, LINE 1: TRADE DUES 13572699 6925040 6647659 26152626 15116526 11036100 17683759 ASSET-BACKED SECURITIES 159623281 F CORPORATE BONDS 104015707 F CORPORATE EQUITY SECURITIES 98714639 F MUTUAL FUNDS/COMMINGLED FUNDS 189486548 F U.S. TREASURY AND AGENCY OBLIGATIONS 108801770 F 660641945 DEFERRED COMPENSATION 4435169 4435169 1664678147 1793910932 -129232785 -48831114 -48831114 -178063899 1615847033 -48831114 -48831114 1664678147 0 1664678147 1793910932 0 1793910932 0 1793910932 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 UNITED CEREBRAL PALSY INC 1660 L STREET NW SUITE 700 WASHINGTON DC 20036 203568840 501(C)(3) 5000 SPONSORSHIP OF "A HOME FOR ALL AMERICANS" EVENT, 09/26/11, WASHINGTON, DC ALZHEIMER'S ASSOCIATION LA RIVERSIDE AND SAN BERNADINO CHAPTER 5900 WILSHIRE BOULEVARD SUITE 1100 LOS ANGELES CA 90036 953718119 501(C)(3) 6500 COMMUNITY OUTREACH EXPANSION - SPONSORSHIP OF MEMORY WALKS IN LOS ANGELES, LONG BEACH, INLAND EMPIRE, SAN FRANCISCO AND FULLERTON. PARTNERS IN CARE FOUNDATION 732 MOTT STREET SUITE 150 SAN FERNANDO CA 91340 953954057 501(C)(3) 10000 SPONSORSHIP FOR THE "PARTNERS IN CARE VISION AND EXCELLENCE IN HEALTH CARE LEADERSHIP TRIBUTE DINNER" IN 2011. CALIFORNIA ASSOCIATION OF LONG TERM MEDICINE 10945 LE CONTE AVENUE SUITE 2339 LOS ANGELES CA 900951687 942552489 501(C)(3) 15000 DONATION FOR PERFORMANCE IMPROVEMENT INITIATIVES. REGENTS - UNIVERSITY OF CALIFORNIA 10945 LE CONTE AVENUE SUITE 2339 LOS ANGELES CA 900951687 956006143 GOV'T ENTITY 15000 UNRESTRICTED EDUCATIONAL FUND FOR THE LEADERSHIP AND MANAGEMENT IN GERIATRICS 2012 COURSE TO BE HELD MARCH 30-31, 2012. PACIFIC BUSINESS GROUP ON HEALTH 221 MAIN STREET SUITE 500 SAN FRANCISCO CA 94105 943093623 501(C)(3) 24000 2011 CALIFORNIA QUALITY COLLABORATIVE CONTRIBUTION. ALZHEIMER'S ASSOCIATION LOS ANGELES 5900 WILSHIRE BLVD STE 1100 LOS ANGELES CA 90036 953718119 501(C)(3) 11000 SPONSORSHIP OF MEMORY WALKS IN LOS ANGELES, LONG BEACH, INLAND EMPIRE, SAN FRANCISCO AND FULLERTON. AMERICAN CANCER SOCIETY CA DIVISION INC 1710 WEBSTER ST OAKLAND CA 94612 941170350 501(C)(3) 15000 SCAN HEALTH PLAN COMMUNITY GIVING COMMITTEE ONE-TIME COMMUNITY SPONSORSHIP. AMERICAN RED CROSS 3150 E 29TH STREET LONG BEACH CA 90806 951647805 501(C)(3) 8928 SCAN MATCHING OF EMPLOYEES' CONTRIBUTION TOWARD JAPAN EARTHQUAKE RELIEF. ANGEL'S DEPOT THE 1495 POINSETTIA AVE STE 151 VISTA CA 92081 202723243 501(C)(3) 5000 GRANT AWARDED TO SUPPORT THE PURCHASE AND DELIVERY OF MEALS FOR OLDER ADULTS IN SAN DIEGO. AVENIDAS 450 BRYANT ST PALO ALTO CA 94301 941480548 501(C)(3) 15000 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES. CATHOLIC CHARITIES OF THE DIOCESE OF STOCKTON 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. CARENOW 8000 MCCONNELL AVE LOS ANGELES CA 90045 272984870 501(C)(3) 25000 SILVER SPONSORSHIP OF EVENT ON OCTOBER 20-23, 2011. EVENT FOR FREE MEDICAL CLINIC IN L.A SPORTS ARENA . THE CLINIC WILL PROVIDE FREE MEDICAL, DENTAL AND VISION CARE TO THE COMMUNITY ON A FIRST COME FIRST SERVED BASIS. CITY OF SIMI VALLEYCOUNCIL ON AGING 3900 AVENIDA SIMI SIMI VALLEY CA 93063 952626170 GOV'T ENTITY 5000 ONE TIME COMMUNITY GRANT TO BE USED FOR SIMI VALLEY MEALS ON WHEELS AND FOR ITS COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY. COMMUNITY SENIORSERV INC 1200 N KNOLLWOOD CIRCLE ANAHEIM CA 92801 952771715 501(C)(3) 6500 $1,500 WAS FOR 1/2 PLATINUM SPONSORSHIP OF SENIOR CARE HUMANITARIAN AWARD. $5,000 WAS A GRANT AWARDED BY SCAN COMMUNITY GIVING COMMITTEE TO SUPPORT SENIORS IN HOME SERVICES SUCH AS PERSONAL CARE, HOMEMAKING AND CHORE SERVICES. CONEJO VALLEY SENIOR CONCERNS 401 HODENCAMP RD THOUSAND OAKS CA 91360 952992927 GOV'T ENTITY 15000 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES. CURRY SENIOR CENTER 333 TURK ST SAN FRANCISCO CA 94102 237362588 501(C)(3) 15000 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES. FOOD BANK OF SOUTHERN CALIFORNIA THE 1444 SAN FRANCISCO AVE LONG BEACH CA 90813 953557056 501(C)(3) 5000 ONE TIME COMMUNITY GRANT TO SUPPORT THE ORGANIZATION'S BROWN BAG NETWORK PROGRAM FOR THE SENIORS. HEALTH TRUST THE 2105 S BASCOM AVE STE 220 CAMPBELL CA 95008 946050231 501(C)(3) 5000 ONETIME COMMUNITY GRANT TO SUPPORT THE ORGANIZATION'S MEALS ON WHEELS PROGRAM. HUMAN SERVICES ASSOCIATION 6800 FLORENCE AVENUE BELL CA 90201 951816054 501(C)(3) 28073 $15,000 WAS SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES. $13,072.50 WAS SPONSORSHIP OF INDEPENDENCE AT HOME THANKSGIVING MEAL DELIVERY. SCAN'S PARTNERSHIP INCLUDED COST OF MEALS DELIVERED. LIVE WELL SAN DIEGO 4425 BANNOK AVE SAN DIEGO CA 92711 953308100 501(C)(3) 5000 ONE TIME COMMUNITY GRANT FOR ITS COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY. MEALS ON WHEELS OF SAN FRANCISCO INC 1375 FAIRFAX AVE SAN FRANCISCO CA 94125 941741155 501(C)(3) 10000 ONE TIME GRANT TO THE ORGANIZATION FOR ITS COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY. MEALS ON WHEELSFAMILY & COMMUNITY SERVICES OF CONTRA COSTA DBA MEALS ON W 1300 CIVIC DR WALNUT CREEK CA 94596 680044205 501(C)(3) 10000 ONE TIME GRANT TO THE ORGANIZATION FOR ITS COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY. ORANGE ELDERLY SERVICES INC 170 S OLIVE STREET ANAHEIM CA 92866 330035445 501(C)(3) 5000 ONE TIME COMMUNITY GRANT FOR ITS COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY. PACIFIC HOSPICE FOUNDATION DBAMEALS ON WHEEL INLAND EMPIRE 1998 N ARROWHEAD AVE SAN BERNARDINO CA 92405 200872754 501(C)(3) 5000 ONE TIME COMMUNITY GRANT FOR ITS COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY. SMILES FOR SENIOR FOUNDATION 34910 AVE C YUCAIPA CA 92399 260373602 501(C)(3) 15150 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES. PROJECT ANGLE FOOD 922 VINE STREET LOS ANGELES CA 90038 954115863 501(C)(3) 5000 ONE TIME COMMUNITY GRANT TO SUPPORT THE ORGANIZATION'S HOME MEAL DELIVERY FOR OLDER ADULTS. REHABILITATION HOSPITAL FOUNDATION 2415 DE LA VINA STREET SANTA BARBARA CA 93105 260433861 501(C)(3) 5000 GRANT TO THE COAST CAREGIVER RESOURCE CENTER FOR THE SOLE PURPOSE OF PROVIDING RESPITE SERVICES TO CAREGIVERS LIVING IN VENTURA COUNTY. REHABILITATION SERVICES OF NORTHERN CA 490 GOLF CLUB RD PLEASANT HILL CA 94523 942822559 501(C)(3) 15000 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES. SAN DIEGO FOOD BANK 9850 DISTRIBUTION AVE 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 FERNANDO VALLEY INTERFAITH COUNCIL INC 4505 LAS VIRGENES RD STE 211 CALABASAS CA 91302 952653387 501(C)(3) 5000 ONE TIME COMMUNITY GRANT FOR ITS COMMITMENT TO THE SENIOR POPULATION AND CONTINUED SERVICES TO THE SENIOR COMMUNITY. SAN JOAQUIN HUMAN SERVICES AGENCY 333 E WASHINGTON STREET STOCKTON CA 95125 946000531 GOV'T ENTITY 15000 GRANT AWARDED TO THE AGENCY FOR THE SOLE PURPOSE OF DEVELOPMENT AND ADMINISTRATION OF AN EMERGENCY ASSISTANCE FUND THAT PROVIDES ONE-TIME FINANCIAL SUPPORT TO OLDER ADULTS AND THEIR CAREGIVERS FACED WITH UNEXPECTED EXPENSES. SECOND HARVEST FOOD BANK OF SANTA CLARA AND SAN MATEO COUNTIES 750 CURTNER AVE SAN JOSE CA 95125 942614101 501(C)(3) 5000 ONE TIME COMMUNITY GRANT TO SUPPORT THE ORGANIZATION'S SENIOR BROWN BAG PROGRAM. SENIOR COMMUNITY CENTERS OF SAN DIEGO 525 14TH ST SUITE 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. SOUTH COUNTY SENIOR SERVICES DBA AGE WELL SENIOR SERVICES 24300 EL TORO RD BLDG A 2000 LAGUNA WOODS CA 92639 931163563 501(C)(3) 15000 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES. HEALTHCARE PARTNERS INSTITUTE 19191 S VERMONT AVENUE SUITE 200 TORRANCE CA 90502 934591816 501(C)(3) 2000000 SCAN'S ASSISTANCE EMERGENCY FUND FOR OLDER ADULTS IN THE COMMUNITY TO RECEIVE VITAL SERVICES. 36 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 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 ORGANIZATION FILED THE NECESSARY PAPERWORK WITH THE CALIFORNIA DEPARTMENT OF MANAGED HEALTH CARE. THE GRANTS AWARDED AS PART OF THIS COMMITMENT WILL BE DISTRIBUTED BY DECEMBER 31, 2013. X X X X X X 1 1 1 0 0 0 0 1 1 1 COLLEEN CAIN 136670 0 30000 0 0 0 0 0 0 0 166670 0 0 0 CHRIS WING 288493 0 0 0 17317 0 12577 0 8272 0 326659 0 0 0 RYAN TRIMBLE 566191 0 350000 0 5331 0 0 0 10976 0 932498 0 0 0 DOUGLAS JAQUES 0 292404 0 105783 0 18073 0 42184 0 37719 0 496163 0 0 RANDY STONE 207618 0 0 0 19281 0 2334 0 12773 0 242006 0 0 0 WILLIAM ROTH 119712 0 0 0 182268 0 0 0 330 0 302310 0 0 0 TIMOTHY SCHWAB 658554 0 132915 0 67670 0 91201 0 3163 0 953503 0 45628 0 DENNIS EDER 141030 0 102983 0 1078316 0 19682 0 11679 0 1353690 0 228326 0 MERLIN SWACKHAMMER 0 306605 0 95133 0 56560 0 40824 0 1736 0 500858 0 0 SHERRY STANISLAW 233004 0 77655 0 18673 0 31971 0 11419 0 372722 0 0 0 REBECCA LEARNER 0 222074 0 59855 0 17221 0 24672 0 16067 0 339889 0 0 ELIZABETH RUSSELL 315649 0 150000 0 21682 0 52323 0 29172 0 568826 0 0 0 PETER BEGANS 0 284728 0 63220 0 19324 0 34134 0 36965 0 438371 0 0 GILBERT MILLER 80739 0 0 0 176316 0 0 0 486 0 257541 0 0 0 ROGER LAPP 198909 0 62294 0 314854 0 29608 0 6731 0 612396 0 9751 0 MARC RADNER 0 171172 0 67576 0 481991 0 19148 0 7466 0 747353 0 90366 HENRY OSOWSKI 0 94149 0 55053 0 597500 0 17150 0 8669 0 772521 0 7394 DEBORAH MILLER 211730 0 85893 0 32710 0 28250 0 9929 0 368512 0 0 0 RAJEEV NARULA 232725 0 53007 0 16077 0 17150 0 24378 0 343337 0 0 0 BEVANN MORELAND 235627 0 47827 0 16843 0 15828 0 3580 0 319705 0 0 0 JAMES HENDRICKSON 209060 0 50543 0 19743 0 17150 0 23525 0 320021 0 0 0 HANS ECKARDT 182274 0 41364 0 17129 0 11264 0 2330 0 254361 0 0 0 RUSSELL BROWER 258342 0 53102 0 17184 0 17150 0 18370 0 364148 0 0 0 PART I, LINES 4A-C 4A: DURING 2011, THE EMPLOYMENT RELATIONSHIPS OF THE FOLLOWING EMPLOYEES OF SCAN HEALTH PLAN AND SCAN GROUP ENDED. IN CONNECTION WITH THE TERMINATION OF THEIR EMPLOYMENTS, SCAN HEALTH PLAN NEGOTIATED AND PAID SEVERANCE TO EACH OF THEM. THE SEVERANCE PAYMENT WAS IN ACCORDANCE WITH THE TERMS OF EACH KEY EMPLOYEE'S AND AN OFFICER'S THEN EXISTING EMPLOYMENT AGREEMENT. ROGER LAPP, SR. VP-MEMBERSHIP, KEY EMPLOYEE - SCAN HEALTH PLAN, $256,963 MARC RADNER, SR. VP-HUMAN RESOURCES, KEY EMPLOYEE - SCAN GROUP, $331,239 HENRY OSOWSKI, SR. VP-BUSINESS DEVELOPMENT, KEY EMPLOYEE - SCAN GROUP, $525,078 DENNIS EDER, CHIEF FINANCIAL OFFICER, OFFICER - SCAN HEALTH PLAN, $773,525 4B: THE COMPANY PROVIDES A SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN TO ONLY SENIOR EXECUTIVES OF THE COMPANY. SENIOR V.P. AND OFFICERS ARE ELIGIBLE TO PARTICIPATE IN THE SECTION 457(F) PLAN. THE FOLLOWING INDIVIDUALS PARTICIPATED IN THE COMPANY'S SECTION 457(F) DURING THE YEAR 2011: CHRISTOPHER WING, RANDY STONE, PETER BEGANS, DENNIS EDER, TIMOTHY SCHWAB, DOUGLAS JAQUES, MARC RADNER, SHERRY STANISLAW, ROGER LAPP, HENRY OSOWSKI, DEBORAH MILLER, MERLIN SWACKHAMMER, REBECCA LEARNER AND ELIZABETH RUSSELL. COMPENSATION 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 5 INDIVIDUALS WHO RECEIVED PAYMENTS OUT OF THE SECTION 457(F) PLAN DURING THE YEAR: (1) TIMOTHY SCHWAB, $45,628, (2) DENIS EDER, $228,326, (3) HENRY OSOWSKI, $7,394, (4) MARC RADNER, $90,366, AND (5) ROGER LAPP $9,751. 4C: THE FOLLOWING INDIVIDUALS PARTICIPATED IN SCAN HEALTH PLAN'S KEYSOP PLAN DURING THE TAXABLE YEAR: TIMOTHY SCHWAB AND REBECCA LEARNER. THE PLAN IS NOW FROZEN AND NO EMPLOYEES ARE BEING NEWLY ADDED AS PARTICIPANTS. PART I, LINE 7 IN 2011, COLLEEN CAIN WAS AWARDED AND RECEIVED A $30,000 BONUS FOR HER EXTRAORDINARY EFFORTS PERFORMED IN 2010 WITH RESPECT TO HER ROLE AS BOTH SCAN GROUP AND SCAN HEALTH PLAN BOARD CHAIRPERSON AND HER INVOLVEMENT ON MULTIPLE BOARD COMMITTEES. THE BONUS WAS REVIEWED AND RECOMMENDED BY THE COMPENSATION COMMITTEE AND APPROVED BY THE BOARD. MS. CAIN RECUSED HERSELF FROM THE DISCUSSION AND ABSTAINED FROM THE VOTE. OUTSIDE INDEPENDENT COMPENSATION CONSULTANTS REVIEWED AND DETERMINED, THAT WHEN INCLUDED WITH PREVIOUSLY AUTHORIZED COMPENSATION, THE AMOUNT REPRESENTED REASONABLE COMPENSATION FOR MS. CAIN'S SERVICES DURING 2010. 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 AND A REASONABLENESS OPINION. 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 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 ACCOUNTING 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. FORM 990, PART VII: RYAN TRIMBLE HAS SERVED AS A MEMBER OF THE BOARD OF DIRECTORS SINCE 2004 AND SERVED AS THE INTERIM CEO FOR THE ORGANIZATION FROM NOVEMBER 2010 THROUGH JULY 2011. AS SUCH, HE WAS NO LONGER AN INDEPENDENT MEMBER OF THE BOARD, BUT CONTINUED AS A MEMBER OF THE BOARD EX OFFICIO. UPON THE HIRING OF CHRIS WING AS PERMANENT CEO, MR. TRIMBLE FILLED, ON AN INTERIM BASIS, THE NEWLY CREATED ROLE OF CHIEF RISK OFFICER PENDING THE HIRING OF A PERMANENT CHIEF RISK OFFICER FOR THE COMPANY. AT THIS TIME, MR. TRIMBLE REASSUMED HIS POSITION AS A BOARD MEMBER, HOWEVER, GIVEN HIS CONTINUING POSITION AS AN EMPLOYEE OF THE COMPANY, HE DID NOT RECEIVE ANY SEPARATE COMPENSATION AS A BOARD MEMBER FOR ANY OF THE SCAN RELATED ENTITIES THROUGH THE END OF 2011, AT WHICH TIME HIS STATUS AS AN EMPLOYEE OF THE COMPANY ENDED. AVERAGE HOURS DEVOTED TO RELATED ORGANIZATION(S) WHEN RELATED COMP IS REPORTED: PART VII, SECTION A, COLUMN D REPORTS COMPENSATION PAID BY SCAN HEALTH PLAN FOR SERVICES PROVIDED TO SCAN HEALTH PLAN AND AFFILIATES. COLUMN B INCLUDES TOTAL HOURS FOR SCAN HEALTH PLAN ONLY. BELOW IS A BREAKDOWN OF HOURS SPENT PER AFFILIATE. THE FOLLOWING OFFICERS, KEY EMPLOYEES, AND BOARD MEMBERS OF SCAN HEALTH PLAN ALSO DEVOTE THE FOLLOWING TIME TO THE SCAN FOUNDATION: COLLEEN CAIN - 2.0 HOURS PER WEEK RYAN TRIMBLE - 1.0 HOURS PER WEEK PATRICK SEAVER - 1.9 HOURS PER WEEK THOMAS HIGGINS - 3.0 HOURS PER WEEK DENNIS EDER - 2.0 HOURS PER WEEK THOMAS MCDANIEL - 2.1 HOURS PER WEEK DOUGLAS JAQUES - 2.0 HOURS PER WEEK RANDY STONE - 2.0 HOURS PER WEEK CHRIS WING - 1.0 HOURS PER WEEK THE FOLLOWING BOARD MEMBERS OF SCAN HEALTH PLAN ALSO DEVOTE THE FOLLOWING TIME TO SCAN GROUP: COLLEEN CAIN - 1.4 HOURS PER WEEK MICHAEL NOEL - 1.1 HOURS PER WEEK KIM HUNTER - 1.1 HOURS PER WEEK PATRICK SEAVER - 1.1 HOURS PER WEEK THOMAS MCDANIEL - 1.2 HOURS PER WEEK THOMAS HIGGINS - 1.1 HOURS PER WEEK ANDREW ALLOCCO - 1.3 HOURS PER WEEK SCAN HEALTH PLAN AND SCAN GROUP ARE OPERATED JOINTLY. THEREFORE, THE FOLLOWING OFFICERS AND EMPLOYEES SPEND AN AVERAGE OF 40 HOURS PER WEEK BETWEEN THE TWO ORGANIZATIONS: DENNIS EDER TIMOTHY SCHWAB DOUGLAS JAQUES MARC RADNER SHERRY STANISLAW ROGER LAPP HENRY W. OSOWSKI DEBORAH MILLER MERLIN SWACKHAMMER REBECCA LEARNER ELIZABETH RUSSELL PETER BEGANS RANDY STONE WILLIAM ROTH GILBERT MILLER CHRIS WING RYAN TRIMBLE THE FOLLOWING OFFICERS, KEY EMPLOYEES, AND BOARD MEMBERS OF SCAN HEALTH PLAN ALSO DEVOTE THE FOLLOWING TIME TO ONE OR BOTH OF SCAN HEALTH PLAN ARIZONA AND SCAN LONG TERM CARE: DENNIS EDER - 0.4 HOURS PER WEEK DOUGLAS JAQUES - 5.0 HOURS PER WEEK RYAN TRIMBLE - 0.4 HOURS PER WEEK ELIZABETH RUSSELL - 5.0 HOURS PER WEEK RANDY STONE - 5.0 HOURS PER WEEK REBECCA LEARNER - 5.0 HOURS PER WEEK CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED LOSSES ON INVESTMENTS: -48,831,114. 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 HEALTH PLAN 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 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 1 0 0 SCAN HEALTH PLAN ARIZONA D 50000000 SEE PART VII SCAN HEALTH PLAN ARIZONA P 2413913 SEE PART VII SCAN LONG TERM CARE P 980552 SEE PART VII THE SCAN FOUNDATION P 283483 SEE PART VII SCAN GROUP O 49391850 SEE PART VII 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. SCAN HEALTH PLAN ARIZONA RECEIVED A $50 MILLION SURPLUS NOTE FROM SCAN HEALTH PLAN, IN ORDER TO MEET CERTAIN CAPITAL REQUIREMENTS. THE NOTE WAS APPROVED BY THE ARIZONA DEPARTMENT OF INSURANCE AND THE CALIFORNIA DEPARTMENT OF MANAGED HEALTH CARE.