2012-11-14T10:20:01-06:00 2011-12-31 861065772 DELOITTE TAX LLP 655 WEST BROADWAY SUITE 700 SAN DIEGO CA 921018590 990 2011-01-01 450552845 THE SCAN FOUNDATION SCAN 8885697226 3800 KILROY AIRPORT WAY NO 400 LONG BEACH CA 908065616 BRUCE CHERNOF 8885697226 2012-11-13 1 DIANA J MCCUTCHEN P00545657 6192326500 2011 2016-02-24 21:20:13Z BRUCE CHERNOF 3800 KILROY AIRPORT WAY NO 400 LONG BEACH CA 908065616 125480164 0 X THESCANFOUNDATION.ORG X 2007 CA LONG-TERM SERVICES AND SUPPORTS THAT KEEP SENIORS INDEPENDENT, AT HOME AND IN THE COMMUNITY. 11 8 14 3 -21565 0 0 0 0 0 8606832 9762612 0 0 8606832 9762612 3771040 5393299 0 0 2188866 2427288 0 0 0 2826901 3265719 8786807 11086306 -179975 -1323694 196677018 183310605 5729311 5143288 190947707 178167317 X THE SCAN FOUNDATION'S MISSION IS TO ADVANCE THE DEVELOPMENT OF A SUSTAINABLE CONTINUUM OF QUALITY OF CARE FOR SENIORS. DEDICATED TO LONG-TERM SERVICES AND SUPPORTS THAT KEEP SENIORS INDEPENDENT, AT HOME AND IN THE COMMUNITY. DURING 2011, THE FOUNDATION GAVE $6,025,808 IN CASH GRANTS TO OTHER ORGANIZATION'S TO HELP ACHEIVE THEIR MISSION. 0 0 9504186 5393299 THE SCAN FOUNDATION STARTED ITS GRANTMAKING ACTIVITIES IN 2008, INITIALLY ON A SMALLER START-UP BASIS, BUT SIGNIFICANTLY EXPANDED DURING SUBSEQUENT YEARS. IN JANUARY 2009 THE FOUNDATION BOARD OF DIRECTORS FORMALLY APPROVED A 5-YEAR STRATEGIC PLAN, AND GRANT-MAKING THROUGHOUT THE 2011 FISCAL YEAR OCCURRED IN ACCORDANCE WITH THIS PLAN. THE STRATEGIC PLAN OUTLINES THREE PRIMARY FUNDING PRIORITIES: (1) RAISING PUBLIC AWARENESS AND ENGAGEMENT (2) ADVANCING REALISTIC POLICY OPTIONS AROUND FINANCING AND DELIVERY SYSTEM REFORM; AND (3) BRINGING PROMISING PROGRAMS TO SCALE. THE SCAN FOUNDATION'S GRANTMAKING IS PRIMARILY FOR THE BENEFIT OF CALIFORNIANS. HOWEVER, SINCE CARE FOR CALIFORNIA SENIORS IS TO A LARGE EXTENT FINANCED BY THE FEDERAL GOVERNMENT (THROUGH MEDICARE AND MEDICAID), THE POLICY WORK OF THE FOUNDATION ALSO HAS A FEDERAL FOCUS. THE SCAN FOUNDATION EXPANDED ITS EFFORTS ON SEVERAL KEY FRONTS TO DEVELOP A MORE INTEGRATED, SUSTAINABLE, AND PERSON-CENTERED CONTINUUM OF CARE FOR VULNERABLE OLDER CALIFORNIANS. THE GRANT INITIATIVES APPROVED BY THE BOARD OF THE SCAN FOUNDATION FOR EACH STRATEGIC FUNDING AREAS WAS AS FOLLOWS: FUNDING PRIORITY 1 IN 2011, THE SCAN FOUNDATION CONTINUED TO BUILD PUBLIC AWARENESS AND ENGAGEMENT AROUND TRANSFORMING THE SYSTEM OF LONG-TERM SERVICES AND SUPPORTS (LTSS) THROUGH STRATEGIC PARTNERSHIPS AND ACTIVITIES. IN CALIFORNIA, THE FOUNDATION RELEASED ITS SECOND ANNUAL POLL OF VOTERS, IN PARTNERSHIP WITH THE UCLA CENTER FOR HEALTH POLICY RESEARCH, TO GAUGE UNDERSTANDING OF AND PREPAREDNESS FOR LTSS. RESULTS OF THIS POLL WERE WIDELY DISSEMINATED ACROSS THE STATE AND WERE FEATURED IN NATIONAL, STATE, AND ETHNIC MEDIA. THE POLL WAS RELEASED IN ADVANCE OF THE FOUNDATION'S FIRST STATEWIDE LTSS SYSTEM TRANSFORMATION SUMMIT, WHICH WAS HELD IN SACRAMENTO AND FEATURED A DAYLONG PROGRAM HOSTING MORE THAN 200 ADVOCATES, STAKEHOLDERS, PROVIDERS, AND POLICY MAKERS. SUMMIT ACTIVITIES CENTERED AROUND THE FIRST EVER NATIONAL SCORECARD ASSESSING LONG-TERM CARE DELIVERY SYSTEMS OF EACH STATE. TITLED, "RAISING EXPECTATIONS: A STATE SCORECARD ON LONG-TERM SERVICES AND SUPPORTS FOR OLDER ADULTS, PEOPLE WITH PHYSICAL DISABILITIES AND FAMILY CAREGIVERS," THE SCORECARD WAS DEVELOPED BY THE AARP PUBLIC POLICY INSTITUTE WITH SUPPORT FROM THE SCAN FOUNDATION AND THE COMMONWEALTH FUND.THE FOUNDATION'S ONGOING MEDIA AND COMMUNICATION STRATEGY FOCUSED ON CONTINUING TO LEVERAGE THE BRAND RECOGNITION OF ESTABLISHED MEDIA PARTNERS WHILE ELEVATING AGING AND LTSS ISSUES IN KEY NATIONAL OUTLETS. KAISER HEALTH NEWS CONTINUED TO DEVELOP AND DISSEMINATE COVERAGE OF AGING AND LTSS ISSUES IN MAJOR MEDIA OUTLETS ACROSS THE COUNTRY. THE UNIVERSITY OF CALIFORNIA, SAN FRANCISCO CONTINUED ITS SUCCESSFUL PRODUCTION OF ARTICLES FOR THE JOURNAL OF THE AMERICAN MEDICAL ASSOCIATION (JAMA), ENGAGING THE PHYSICIAN COMMUNITY THROUGH ITS "CARE OF THE AGING PATIENT: FROM EVIDENCE TO ACTION" SERIES. SIMILARLY, HEALTH AFFAIRS DEVELOPED A NEW SECTION IN ITS PUBLICATION ENTITLED, "THE CARE SPAN," IN WHICH STORIES ABOUT AGING AND LONG-TERM CARE ARE PRODUCED FROM A PERSON-CENTERED PERSPECTIVE WITH CLEAR POLICY IMPLICATIONS. THE FOUNDATION ALSO INITIATED A NEW PARTNERSHIP IN CALIFORNIA WITH HEALTHYCAL.ORG TO DEVELOP AN "AGING WITH DIGNITY" SECTION TO PROVIDE COVERAGE OF IMPORTANT ISSUES ACROSS THE STATE.RAISING THE NEED FOR LTSS REFORM ON A NATIONAL LEVEL CONTINUED TO BE A PRIORITY. STORIES GENERATED BY THE FOUNDATION AND ITS GRANTEES RECEIVED COVERAGE IN NATIONAL MEDIA OUTLETS, INCLUDING THE NEW YORK TIMES, LOS ANGELES TIMES, WASHINGTON POST, NATIONAL PUBLIC RADIO, SACRAMENTO BEE, SAN FRANCISCO CHRONICLE, AND USA TODAY. THE FOUNDATION ALSO LAUNCHED ITS SOCIAL MEDIA PRESENCE IN 2011 WITH A FACEBOOK PAGE AND TWITTER FEED. IN ADDITION TO ITS MEDIA WORK, THE FOUNDATION ALSO SUPPORTED THE TRAINING OF AGING HEALTH AND POLICY FELLOWS TO ASSURE THE AVAILABILITY OF FUTURE LEADERS IN THE LONG-TERM CARE ARENA. THIS FUNDING PRIORITY HAS A SIGNIFICANT BODY OF WORK IN PROGRESS, SUCH AS EXPLORING CONTINUED INNOVATIVE MEDIA PARTNERSHIPS AND PROGRAMS THAT WILL FURTHER EXPAND THE FOUNDATION'S PRESENCE AS A TRUSTED SOURCE OF INFORMATION ON LTSS IN 2012 AND BEYOND.FUNDING PRIORITY 2 IN 2011, THE SCAN FOUNDATION ADDRESSED OPPORTUNITIES TO REFORM THE LTSS SYSTEM AND CONSIDER WHICH SYSTEM TRANSFORMATION ACTIVITIES ARE CRITICAL TO FRAMING THE BASIS FOR THESE OPPORTUNITIES. SELECTED HIGHLIGHTS FOR THIS TRANSFORMATION FOCUS ARE AT THE STATE LEVEL, WHERE MANY DECISIONS ARE MADE ABOUT HOW TO STRUCTURE SYSTEMS TO PRODUCE DESIRED OUTCOMES. HOWEVER, THE FEDERAL GOVERNMENT HAS A KEY ROLE IN WORKING THROUGH THESE ISSUES AS MOST RESOURCES THAT FUND LONG-TERM CARE ARE SHARED STATE/FEDERAL RESOURCES. PROJECT HIGHLIGHTS THAT INFORM SYSTEM TRANSFORMATION INCLUDE BOTH FOUNDATION-PRODUCED AS WELL AS COMMISSIONED POLICY PAPERS TO ADDRESS WHAT THE FOUNDATION CALLS THE FIVE "PILLARS" OF SYSTEM TRANSFORMATION THAT ARE CRITICAL FOR ACHIEVING LONG-TERM CARE REFORM: ADMINISTRATIVE REORGANIZATION, GLOBAL BUDGETING, UNIFORM ASSESSMENT, INTEGRATED INFORMATION SYSTEMS, AND QUALITY MONITORING AND IMPROVEMENT. OTHER HIGHLIGHTS OF THE FOUNDATION'S POLICY WORK INCLUDE COMPREHENSIVE AND UPDATED REVIEWS OF VARIOUS STATE BUDGET PROPOSALS, CRITICAL RESEARCH AND DATA BRIEFS ON A RANGE OF AGING ISSUES, INCLUDING TECHNICAL ASSISTANCE BRIEFS TO ASSIST WITH CALIFORNIA'S DUAL ELIGIBLE INTEGRATION EFFORTS.THE FOUNDATION ALSO FOCUSED ON BUILDING A BROAD COMMUNITY OF CONSTITUENTS TO GIVE VOICE TO THE IMPORTANT CHANGES CONFRONTING THE STATE. WE ARE PROUD OF THE WORK OF THE SACRAMENTO-BASED CALIFORNIA COLLABORATIVE, OUR 12 REGIONAL COALITIONS, AND OUR "AGENTS FOR CHANGE" COMMUNITY-BASED ORGANIZATIONS. THESE GROUPS HAVE PLAYED IMPORTANT ROLES AS PROACTIVE VOICES FOR CONSTRUCTIVE, THOUGHTFUL, AND PERSON-CENTERED SOLUTIONS TO THE DIFFICULT PROBLEMS AT HAND. FUNDING PRIORITY 3THE FOUNDATION'S THIRD FUNDING PRIORITY FOCUSED ON SUPPORTING THE ASSESSMENT AND DISSEMINATION OF PROMISING PROGRAM MODELS OF LONG-TERM CARE FOR SENIORS. THIS WORK WAS BASED ON THE PREMISE THAT SUBSTANTIAL PHILANTHROPIC FUNDING HAS ALREADY GONE INTO SERVICE DEMONSTRATION PROGRAMS. THE APPROACH TO EFFORTS WITHIN THIS GOAL ENABLED THE FOUNDATION TO WORK WITH BOTH NATIONAL AND STATE FUNDERS IN DEVELOPING, EXTENDING, AND/OR EVALUATING PROMISING MODELS OF DELIVERING CARE. PROJECTS THAT RECEIVED FUNDING HAVE A CONNECTION TO POLICY AND/OR SYSTEMS CHANGE IN CALIFORNIA. THE WORK IN THIS PRIORITY CAN BE DESCRIBED THROUGH ITS FOUR FUNDING STREAMS:1. PROMISING PROGRAMS: WHILE A NUMBER OF PROJECTS THAT WERE FUNDED IN PREVIOUS YEARS CONTINUED IN 2011, THE FOUNDATION SUPPORTED NEW PROJECTS, SUCH AS THE REPLICATION OF TRIP (THE TRANSPORTATION REFERRAL INFORMATION PROGRAM) IN ORANGE COUNTY, AND SENIOR ORAL HEALTH TRAINING IN CALIFORNIA LONG-TERM CARE FACILITIES. 2. THEMED REQUEST FOR PROPOSALS: THE FOUNDATION IMPLEMENTED PROJECTS FROM THE 2010 THEME ON AGENTS FOR CHANGE, BY SUPPORTING VOLUNTEER EFFORTS OF COMMUNITY-BASED SENIOR SERVICES PROGRAMS, AND BUILDING THESE ORGANIZATIONS' CAPACITIES TO ENGAGE IN SOCIAL ACTION. THE FOUNDATION ALSO BEGAN WORK IN ITS 2011 THEME ON DIGNITY-DRIVEN DECISION-MAKING (DDDM), BY FUNDING A SUSTAINABILITY ANALYSIS OF A CALIFORNIA DDDM PROGRAM AND ASSIST IT TO SUCCESSFULLY APPLY UNDER THE FEDERAL INNOVATION CENTER CHALLENGE GRANT. THE DDDM INITIATIVE ALSO BROUGHT TOGETHER A LEARNING COLLABORATIVE OF WEST COAST EXPERTS IN DEVELOPING AND IMPLEMENTING DDDM PROGRAMS, HOSTED A COLLOQUIUM AND WEBINARS FOR THE COLLABORATIVE, AND BEGAN ITS WORK IN DESIGNING A PATIENT AND FAMILY OUTCOME EVALUATION. 3. INVESTMENT IN TECHNOLOGY: STARTED IN 2009, THE CENTER FOR TECHNOLOGY AND AGING AT THE PUBLIC HEALTH INSTITUTE, WHICH SERVES AS BOTH A CENTER OF EXCELLENCE AND PROGRAM OFFICE FOR THE FOUNDATION, LED THE FOUNDATION'S INVESTMENTS IN TECHNOLOGY. WHILE THIS PROJECT IS ONGOING, THE 2011 REQUEST FOR PROPOSALS DEVELOPED AND RELEASED BY THE CENTER WAS ON THE TOPIC OF MOBILE HEALTH TECHNOLOGIES AND RESULTED IN FIVE NEW SUBPROJECTS. THE CENTER COLLABORATED WITH THE FEDERAL OFFICE OF THE NATIONAL COORDINATOR FOR HEALTH INFORMATION TECHNOLOGY AND ITS BEACON COMMUNITIES IN MONTHLY WEBINARS. 4. COLLABORATIVE GRANTS WITH OTHER FOUNDATIONS: THE SCAN FOUNDATION SEEKS TO LEVERAGE ITS RESOURCES BY PARTNERING WITH OTHER FOUNDATIONS. IN 2011 SUCH PARTNERSHIPS RESULTED IN THE SUPPORT OF THE GRANTMAKERS IN AGING (GIA) MONTHLY WEBINAR SERIES AND ANNUAL CONFERENCE HIGHLIGHT PUBLICATION; A GRANT TO BRING THE PROGRAM OF ALL-INCLUSIVE CARE FOR THE ELDERLY (PACE) TO HUMBOLDT COUNTY; A PROJECT TO EXPAND AN ATLANTIC PHILANTHROPY INITIATIVE ON CONSUMERS FOR QUALITY LONG-TERM CARE TO CALIFORNIA; AND THREE PROJECTS THAT BUILT ON A WEINBERG FOUNDATION INITIATIVE, BY SUPPORTING THREE CALIFORNIA DEMENTIA CAREGIVER PROGRAMS TO DEVELOP LOCAL ADVOCATES AND SUPPORTERS. 9504186 1 0 0 0 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 0 0 1 45 0 1 14 1 1 1 0 0 0 0 0 0 0 0 0 0 X 11 8 0 0 1 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 CA X ERIC THAI 5623082889 3800 KILROY AIRPORT WAY SUITE 400 LONG BEACH CA 908065616 X THOMAS HIGGINS 3.00 X 0 138308 0 PATRICK SEAVER 1.90 X 0 111587 0 THOMAS MCDANIEL 2.10 X 0 125300 0 COLLEEN CAIN 2.00 X 0 166670 0 JENNIE CHIN HANSEN 2.00 X 31200 0 0 PAUL TORRENS 2.00 X 29904 0 0 IVELISSE ESTRADA 1.00 X 15800 0 0 NICK AUGUSTINOS 1.00 X 13100 0 0 CHRISTOPHER WING 1.00 X 0 305810 20849 RYAN TRIMBLE 1.00 X 0 921522 10976 BRUCE CHERNOF 40.00 X X 394255 0 49762 DOUGLAS JAQUES 2.00 X 0 416260 79903 DENNIS EDER 2.00 X 0 1322329 31361 RANDY STONE 2.00 X 0 226899 15107 RENE SEIDEL 40.00 X 213302 0 25711 GRETCHEN ALKEMA 40.00 X 219974 0 14446 LISA TSIMANIS 40.00 X 146350 0 18807 ERIN WESTPHAL 40.00 X 119991 0 26746 KAREN SCHEBOTH 40.00 X 119529 0 21399 VICTORIA BALLESTEROS 40.00 X 102004 0 11490 1405409 3734685 326557 7 0 1 0 FOLEY HOAG LLP 155 SEAPORT BLVD BOSTON MA 022122212 RESEARCH & CONSULTING SERVICES 396000 AVALERE HEALTH LLC 1350 CONNECTICUT AVE NW STE 900 WASHINGTON DC 200360036 RESEARCH & CONSULTING SERVICES 230000 JENNINGS POLICY STRATEGIES INC 1301 PENNSYLVANIA AVE NW SUITE 50 WASHINGTON DC 20004 PROGRAM SERVICES 195000 KILROY REALTY LP 12200 W OLYMPIC BLVD STE 200 LOS ANGELES CA 900640064 RENT 181166 LAKE RESEARCH PARTNERS INC 1726 M STREET NW SUITE 1100 WASHINGTON DC 20036 PROGRAM SERVICES 167684 6 3782068 -21565 3803633 121698096 115717552 5980544 5980544 5980544 9762612 0 -21565 9784177 5393299 5393299 1062243 774416 287827 1006797 799397 207400 130893 103929 26964 90975 72234 18741 136380 108286 28094 673380 673380 1566 1566 43460 43460 401353 209838 191515 6247 4176 2071 25428 21970 3458 179751 142722 37029 168486 167295 1191 48490 25258 23232 133106 105686 27420 RESEARCH & EDUCATION 1573968 1573968 0 0 MEMBERSHIP DUES 5695 1712 3983 0 OTHER EXPENSE 4789 0 4789 0 11086306 9504186 1582120 0 3048627 381422 2132867 2222650 462629 425469 27290 27102 758212 325502 562163 432710 190237379 153768544 146351 26036517 59712 16191 196677018 183310605 757129 596482 4760682 4299222 211500 247584 5729311 5143288 X 190947707 178167317 190947707 178167317 196677018 183310605 X -1323694 -11456696 X 0 1 1 X 0 X X X X 0 0 0 SCAN HEALTH PLAN 953858259 9 1 1 1 0 1 0 638965 263825 375140 21863 16749 5114 97384 44928 52456 432710 PRIVATE EQUITY FUNDS 9415462 F HEDGE FUNDS 16621055 F 26036517 INTERCOMPANY PAYABLE 32947 DEFERRED COMPENSATION 214637 247584 9762612 11086306 -1323694 -11456696 -11456696 -12780390 -1694084 -11456696 -11456696 9762612 0 9762612 11086306 0 11086306 0 11086306 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 PUBLIC HEALTH INSTITUTE 555 12TH STREET 10TH FLOOR OAKLAND CA 946074046 941646278 501(C)(3) 650000 FMV CENTER FOR TECHNOLOGY AND AGING CONTINUATION GRANT REGENTS OF THE UNIVERSITY OF CALIFORNIA SAN FRANCISCO BOX 0248 SAN FRANCISCO CA 94143 946036493 501(C)(3) 27101 FMV INTEGRATING DATA TO SUPPORT EVALUATION OF LONG TERM CARE CENTER FOR HEALTH CARE STRATEGIES 200 AMERICAN METRO BLVD STE 119 HAMILTON NJ 086192320 223375015 501(C)(3) 69123 FMV TECHNICAL SUPPORT TO CALIFORNIA'S DEPARTMENT OF HEALTH CARE SERVICES NCCNHR THE NATIONAL CONSUMER VOICE FOR QUALITY LONG-TERM CARE 1001 CONNECTICUT AVENUE NW SUITE 425 WASHINGTON DC 200365104 521122531 501(C)(3) 51744 FMV THE NATIONAL CONSUMER VOICE FOR QUALITY LONG-TERM CARE UNIVERSITY OF CALIFORNIA SAN FRANCISCO 3333 CALIFORNIA STREET SUITE 315 SAN FRANCISCO CA 941430962 946036493 501(C)(3) 784542 FMV CARE OF THE AGING PATIENT: FROM 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THE USE OF GRANT FUNDS IS MONITORED BY REVIEWING PROGRAM AND EXPENDITURE REPORTS ON A QUARTERLY BASIS. EXPENDITURE REPORTS ARE BEING REVIEWED AGAINST THE PROPOSED AND APPROVED BUDGETS AND PROGRAM REPORTS AGAINST THE PROPOSED AND APPROVED SCOPES OF WORK. X X X X X X 1 1 0 0 0 0 0 1 0 COLLEEN CAIN 0 136670 0 30000 0 0 0 0 0 0 0 166670 0 0 CHRISTOPHER WING 0 288493 0 0 0 17317 0 12577 0 8272 0 326659 0 0 RYAN TRIMBLE 0 566191 0 350000 0 5331 0 0 0 10976 0 932498 0 0 BRUCE CHERNOF 298013 0 78750 0 17492 0 38525 0 11237 0 444017 0 0 0 DOUGLAS JAQUES 0 292404 0 105783 0 18073 0 42184 0 37719 0 496163 0 0 DENNIS EDER 0 141030 0 102983 0 1078316 0 19682 0 11679 0 1353690 0 228326 RANDY STONE 0 207618 0 0 0 19281 0 2334 0 12773 0 242006 0 0 RENE SEIDEL 175805 0 26250 0 11247 0 14116 0 11595 0 239013 0 0 0 GRETCHEN ALKEMA 172044 0 26250 0 21680 0 14446 0 0 0 234420 0 0 0 LISA TSIMANIS 132528 0 13500 0 322 0 10673 0 8134 0 165157 0 0 0 PART I, LINES 4A-B PART I, LINES 4A-B: LINE 4A: DURING 2011, THE EMPLOYMENT RELATIONSHIP WITH DENNIS EDER, CFO OF SCAN HEALTH PLAN, SCAN GROUP AND THE SCAN FOUNDATION, ENDED. IN CONNECTION WITH THE TERMINATION OF MR. EDER'S EMPLOYMENT, SCAN HEALTH PLAN AND SCAN GROUP NEGOTIATED AND PAID SEVERANCE TO MR. EDER OF $773,525 THAT WAS IN ACCORDANCE WITH THE TERMS OF HIS THEN EXISTING EMPLOYMENT AGREEMENT WITH SCAN HEALTH PLAN AND SCAN GROUP. NO PORTION OF THE SEVERANCE WAS PAID BY THE SCAN FOUNDATION. LINE 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: DENNIS EDER, RANDY STONE, DOUGLAS JAQUES, AND BRUCE CHERNOF. 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. THE FOLLOWING INDIVIDUALS RECEIVED PAYMENTS OUT OF THE SECTION 457(F) PLAN DURING THE YEAR: DENNIS EDER, $228,326. 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. NO PORTION OF THIS BONUS WAS PAID BY THE SCAN FOUNDATION. THE PROCESS FOR DETERMINING THE COMPENSATION OF THE INDEPENDENT DIRECTORS OF THE SCAN FOUNDATION IS IN ACCORDANCE WITH THE SCAN FOUNDATION'S "INDEPENDENT DIRECTORS' COMPENSATION PHILOSOPHY" AND IS SIMILAR TO THE COMPENSATION PROCESS EMPLOYED BY THE SCAN FOUNDATION WITH RESPECT TO ITS SENIOR EXECUTIVES. ELEMENTS OF COMPENSATION INCLUDE AN ANNUAL RETAINER FOR BOARD MEMBERS AND CERTAIN COMMITTEE CHAIRS, AS WELL AS ESTABLISHED PER MEETING FEES. IN DETERMINING SUCH COMPENSATION, THE BOARD OF THE FOUNDATION AND THE COMPENSATION COMMITTEE OF SCAN GROUP 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. FORM 990, PART VI, SECTION A, LINE 4 DURING CALENDAR YEAR 2011, THE FOUNDATION MADE THE FOLLOWING CHANGES TO THE BYLAWS: - REMOVED THE TERM CHIEF FINANCIAL OFFICER AND REPLACED WITH THE TERM TREASURER - DELETED THE REFERENCE TO THE FORMER SOLE MEMBER OF THE FOUNDATION IN RELATION TO THE COMPENSATION COMMITTEE AND THE CORPORATE GOVERNANCE COMMITTEE AS THE FOUNDATION NOW HAS A SEPARATE COMPENSATION COMMITTEE AND CORPORATE GOVERNANCE COMMITTEE 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 AND SCAN FOUNDATION'S DIRECTOR OF FINANCE. SCAN FOUNDATION'S DIRECTOR OF FINANCE AND VP OF OPERATIONS HAVE A DIRECT RESPONSIBILITY FOR THIS EFFORT, SUBJECT TO SUPERVISION BY THE SCAN HEALTH PLAN'S 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 FOUNDATION, 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 THE SCAN FOUNDATION REGULARLY AND CONSISTENTLY MONITORS AND ENFORCES COMPLIANCE WITH ITS CONFLICT ON 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 THE EXECUTIVE MANAGEMENT TEAM. 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 THE FOUNDATION BY MEMBERS OF THE EXECUTIVE TEAM. THE LEGAL DEPARTMENT OF SCAN GROUP REVIEWS ALL CONTRACTUAL RELATIONSHIPS ENTERED INTO BY THE FOUNDATION, AND THE GENERAL COUNSEL OF THE SCAN GROUP 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 AND, IN PARTICULAR, 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 THE SCAN FOUNDATION IS CONDUCTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF THE SCAN GROUP, ALL OF THE VOTING MEMBERS OF WHICH ARE INDEPENDENT PERSONS. IN DETERMINING THE CHIEF EXECUTIVE OFFICER'S COMPENSATION THE COMPENSATION COMMITTEE WORKED WITH AND RELIED UPON THE COUNSEL AND EXPERTISE OF ERNST & YOUNG, A CONSULTANT WITH WELL ESTABLISHED EXPERIENCE AND EXPERTISE IN THE AREA OF NON-PROFIT 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 THE SCAN FOUNDATION 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 THE SCAN FOUNDATION REGARDING THE COMPENSATION PACKAGE FOR THE FOLLOWING YEAR. THE FULL BOARD OF DIRECTORS OF THE SCAN FOUNDATION DELIBERATES 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 CONTEMPORANEOUSLY PREPARED FOR AND REFLECT SUCH DELIBERATIONS AND DECISIONS. 15B: THE PROCESS FOR DETERMINING THE COMPENSATION OF OFFICERS OR OTHER KEY EMPLOYEES OF THE SCAN FOUNDATION IS CONDUCTED BY THE HUMAN RESOURCES DEPARTMENT, THE CHIEF EXECUTIVE OFFICER AND THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF THE SCAN GROUP, ALL OF THE VOTING MEMBERS OF WHICH ARE INDEPENDENT PERSONS. IN DETERMINING SUCH EMPLOYEE'S COMPENSATION, DURING 2009 THE HUMAN RESOURCES DEPARTMENT AND COMPENSATION COMMITTEE RELIED UPON THE COUNSEL AND EXPERTISE OF ERNST & YOUNG, A CONSULTANT WITH WELL ESTABLISHED EXPERIENCE AND EXPERTISE IN THE AREA OF NON-PROFIT 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. 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 THE SCAN FOUNDATION 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 THE SCAN FOUNDATION GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE CURRENTLY NOT MADE AVAILABLE TO THE PUBLIC. THE SCAN FOUNDATION MAKES THEIR FORM 990 AVAILABLE FOR PUBLIC INSPECTION, WHICH CONTAINS FINANCIAL INFORMATION. FORM 990, PART VII: AVG HOURS DEVOTED TO RELATED ORG(S) WHEN RELATED COMP IS REPORTED: PART VII, SECTION A, COLUMN D REPORTS COMPENSATION PAID BY THE SCAN FOUNDATION FOR SERVICES PROVIDED TO THE SCAN FOUNDATION. PART VII, SECTION A, COLUMN E REPORTS COMPENSATION PAID BY THE SCAN GROUP FOR SERVICES PROVIDED TO THE SCAN FOUNDATION AND AFFILIATES. COLUMN B INCLUDES TOTAL HOURS FOR THE SCAN FOUNDATION ONLY. BELOW IS A BREAKDOWN OF HOURS SPENT PER AFFILIATE. THE FOLLOWING BOARD MEMBERS OF THE SCAN FOUNDATION ALSO DEVOTE THE FOLLOWING TIME TO THE SCAN HEALTH PLAN: COLLEEN CAIN - 12.6 HOURS PER WEEK PATRICK SEAVER - 10.0 HOURS PER WEEK THOMAS HIGGINS - 9.9 HOURS PER WEEK THOMAS MCDANIEL - 10.7 HOURS PER WEEK SCAN HEALTH PLAN AND SCAN GROUP ARE OPERATED JOINTLY. THEREFORE, THE FOLLOWING OFFICERS AND KEY EMPLOYEES SPEND AN AVERAGE OF 40 HOURS PER WEEK BETWEEN THE TWO ORGANIZATIONS: DENNIS EDER DOUGLAS JAQUES RANDY STONE CHRIS WING RYAN TRIMBLE THE FOLLOWING BOARD MEMBERS OF THE SCAN FOUNDATION ALSO DEVOTE THE FOLLOWING TIME TO SCAN GROUP: COLLEEN CAIN - 1.4 HOUR PER WEEK PATRICK SEAVER - 1.1 HOUR PER WEEK THOMAS MCDANIEL - 1.2 HOUR PER WEEK THOMAS HIGGINS - 1.1 HOUR PER WEEK THE FOLLOWING BOARD MEMBERS OF THE SCAN FOUNDATION ALSO DEVOTE THE FOLLOWING TIME TO SCAN HEALTH PLAN ARIZONA AND SCAN LONG TERM CARE: RYAN TRIMBLE - 0.4 HOUR PER WEEK DENNIS EDER - 0.4 HOUR PER WEEK CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED LOSSES ON INVESTMENTS: -11,456,696. SCAN GROUP 3800 KILROY AIRPORT WAY LONG BEACH CA 90806 953826037 ADMIN. SUPPORT CA 501(C)(3) LINE 11, TYPE II N/A 1 SCAN HEALTH PLAN 3800 KILROY AIRPORT WAY LONG BEACH CA 90806 953858259 MEDICARE ADVANTAGE CA 501(C)(3) LINE 9 SCAN GROUP 1 SCAN LONG TERM CARE 3800 KILROY AIRPORT WAY LONG BEACH CA 90806 204607594 MEDICAID MANAGEMENT CARE AZ 501(C)(4) SCAN HEALTH PLAN ARIZONA 1 SCAN HEALTH PLAN ARIZONA 1313 EAST OSBORN ROAD SUITE 150 PHOENIX AZ 85014 731729007 MEDICARE ADVANTAGE AZ 501(C)(4) SCAN GROUP 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 SCAN GROUP O 389897 SEE PART VII SCAN HEALTH PLAN O 283483 SEE PART VII SCHEDULE R, PART VII THE PERCENTAGE OF ALLOCATION TO AFFILIATED COMPANIES IS DETERMINED BASED ON ESTIMATED PERCENTAGE OF TIME WORKED OR PERCENTAGE OF HEADCOUNT, AS APPROPRIATE BASED ON THE NATURE OF THE EXPENSE.