TY 2011 Form 990

(A) Name and business address	(B) Description of services	(C) Compensation
MID-ATLANTIC PERMANENTE MEDICAL GRO 2101 EAST JEFFERSON STREET ROCKVILEE,MD20852	PHYSICIAN SERVICES	449,102,546
INOVA GROUP OF HOSPITALS PO BOX 37019 BALTIMORE,MD21297	HOSPITAL SERVICES	68,176,219
HOLY CROSS HOSPITAL 9805 DAMERON DRIVE SILVER SPRING,MD20902	HOSPITAL SERVICES	62,793,104
WASHINGTON HOSPITAL CENTER PO BOX 631290 BALTIMORE,MD21263	HOSPITAL SERVICES	62,478,118
VIRGINIA HOSPITAL CENTER PO BOX 1494 MERIFIELD,MD22116	HOSPITAL SERVICES	43,556,956
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 497

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.	(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	6,464,946	6,464,946
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	51,500	50,985	515
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	362,360,620	321,157,561	41,203,059	0
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	47,397,730	47,397,730
9	Other employee benefits .......	72,689,555	58,478,185	14,211,370
10	Payroll taxes ...........	27,303,693	27,303,693
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	1,717,917		1,717,917
c	Accounting ...........	1,451,425		1,451,425
d	Lobbying ...........	638,558		638,558
e	Professional fundraising. See Part IV, line 17..	0
f	Investment management fees ......	206,628	206,628
g	Other ..........	0
12	Advertising and promotion ....	7,274,458	350,886	6,923,572
13	Office expenses .......	7,688,658	6,781,041	907,617
14	Information technology ......	137,907,029	137,907,029
15	Royalties ..	0
16	Occupancy ...........	53,093,694	53,093,694
17	Travel ............	2,602,579	1,955,948	646,631
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	1,036,429	646,009	390,420
20	Interest ...........	1,404,796	1,404,796
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	44,178,739	44,178,739
23	Insurance ..............	19,345,254	19,302,570	42,684
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24f. If line 24f amount exceeds 10% of line 25, column (A) amount, list line 24f expenses on Schedule O.)
a	BASIC CONTRACTUAL PAYMENTS	661,642,310	661,642,310
b	PURCHASED MEDICAL SERVICES	384,960,569	350,597,941	34,362,628
c	SUPPLIES	314,982,871	263,695,483	51,287,388
d	PURCHASED NON-MEDICAL SVC	72,143,623	72,142,671	952
e
f	All other expenses	105,689,779	100,406,811	5,282,968
25	Total functional expenses. Add lines 1 through 24f	2,334,233,360	2,175,165,656	159,067,704	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet
	1	Cashnon-interest-bearing ..........	7,993,398	1	8,202,358
2	Savings and temporary cash investments .......	0	2	0
3	Pledges and grants receivable, net .........	0	3	0
4	Accounts receivable, net .........	66,479,635	4	70,625,433
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........	0	5	0
6	Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
	Schedule L ..........	0	6	0
7	Notes and loans receivable, net .............	0	7	0
8	Inventories for sale or use ..............	22,448,940	8	22,901,293
9	Prepaid expenses and deferred charges ............	5,359,168	9	6,011,700
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	995,078,729
b	Less: accumulated depreciation. .....	10b	413,944,169	433,985,492	10c	581,134,560
11	Investments—publicly traded securities ..........	230,590,819	11	292,101,623
12	Investments—other securities. See Part IV, line 11 ......	0	12	0
13	Investments—program-related. See Part IV, line 11 ..	0	13	0
14	Intangible assets .........	0	14	0
15	Other assets. See Part IV, line 11 ...........	3,294,725	15	4,661,373
16	Total assets. Add lines 1 through 15 (must equal line 34)...	770,152,177	16	985,638,340
	17	Accounts payable and accrued expenses .	243,566,511	17	241,645,685
18	Grants payable ..........	0	18	0
19	Deferred revenue ..........	4,207,108	19	17,315,489
20	Tax-exempt bond liabilities ..........	12,939,271	20	12,913,877
21	Escrow or custodial account liability. Complete Part IV of Schedule D..	0	21	0
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........	0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..	0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....	0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D.....	411,149,907	25	735,574,128
26	Total liabilities. Add lines 17 through 25.....	671,862,797	26	1,007,449,179
		Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....		27
28	Temporarily restricted net assets .....		28
29	Permanently restricted net assets .....		29
	Organizations that do not follow SFAS 117, check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....	6,795,610	30	6,795,610
31	Paid-in or capital surplus, or land, building or equipment fund .....	0	31	0
32	Retained earnings, endowment, accumulated income, or other funds	91,493,770	32	-28,606,449
33	Total net assets or fund balances .....	98,289,380	33	-21,810,839
34	Total liabilities and net assets/fund balances .....	770,152,177	34	985,638,340

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.

OMB No. 1545-0047

2011

Open to Public
Inspection

Name of the organization

KAISER FOUNDATION HEALTH PLAN OF THE
MID-ATLANTIC STATES INC

Employer identification number

52-0954463

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches. section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in

section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. Seesection 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines 11e through 11h.

Type I

Type II

Type III - Functionally integrated

Type III - Other

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

and (iii) below, the governing body of the the supported organization? ................

11g(i)

(ii) a family member of a person described in (i) above? ......................

11g(ii)

(iii) a 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of support?
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of support?


Total

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2011

Page 2

Part II

Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year(or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3..
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public Support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year(or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11	Total support (Add lines 7 through 10).

Gross receipts from related activities, etc. (See instructions.) ..................

First Five Years If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.......................................... right arrow

Section C. Computation of Public Support Percentage

Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f)) .........

Public Support Percentage for 2009 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2011. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ...................... right arrow

33 1/3% support test—2010. If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2011. If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization .................................................. right arrow

10%-facts-and-circumstances test—2010. If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly
supported organization .............................................. right arrow

Private Foundation If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions ................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2011

Page 3

Part III

Support Schedule for Organizations Described in IRC 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year(or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .			1,000		16,275	17,275
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......	1,939,546,503	2,001,419,294	2,072,423,301	2,167,352,747	2,272,514,533	10,453,256,378
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.	1,939,546,503	2,001,419,294	2,072,424,301	2,167,352,747	2,272,530,808	10,453,273,653
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public Support (Subtract line 7c from line 6.)						10,453,273,653

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
9	Amounts from line 6...	1,939,546,503	2,001,419,294	2,072,424,301	2,167,352,747	2,272,530,808	10,453,273,653
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	16,063,854	16,584,560	13,960,781	11,014,664	6,430,418	64,054,277
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.	16,063,854	16,584,560	13,960,781	11,014,664	6,430,418	64,054,277
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13	Total support (Add lines 9, 10c, 11 and 12.).	1,955,610,357	2,018,003,854	2,086,385,082	2,178,367,411	2,278,961,226	10,517,327,930

Section C. Computation of Public Support Percentage

Public Support Percentage for 2011 (line 8 column (f) divided by line 13 column (f)) .........

99.391 %

Public support percentage from 2010 Schedule A, Part III, line 15 ...............

99.325 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f)) ......

0.609 %

Investment income percentage from 2010 Schedule A, Part III, line 17 .............

0.675 %

19a

33 1/3% support tests—2011. If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .......... right arrow

33 1/3% support tests—2010. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

Private Foundation If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions ..... right arrow

Schedule A (Form 990 or 990-EZ) 2011

Page 4

Part IV

Supplemental Information. Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2011

Additional Data

Software ID:
Software Version:

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

OMB No. 1545-0047

2011

Name of organization

KAISER FOUNDATION HEALTH PLAN OF THE
MID-ATLANTIC STATES INC

Employer identification number

52-0954463

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total to more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year. ......................... Arrow Bullet

Caution. An Organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on Part I, line 2, of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 2

Name of organization KAISER FOUNDATION HEALTH PLAN OF THE MID-ATLANTIC STATES INC
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Part I	Contributors (see Instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTED RESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 3

Name of organization KAISER FOUNDATION HEALTH PLAN OF THE MID-ATLANTIC STATES INC
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Part II	Noncash Property (see Instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 4

Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Name of organization
KAISER FOUNDATION HEALTH PLAN OF THE
MID-ATLANTIC STATES INC

Employer identification number

52-0954463

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527
SchCMd Bullet

Complete if the organization is described below.
SchCMd Bullet

Attach to Form 990 or Form 990-EZ. SchCMd Bullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public
Inspection

If the organization answered “Yes” to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered “Yes” to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet

Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)) Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered “Yes” to Form 990, Part IV, Line 5 (Proxy Tax) or Form 990-EZ, line 35c (Proxy Tax), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

KAISER FOUNDATION HEALTH PLAN OF THE
MID-ATLANTIC STATES INC

Employer identification number

52-0954463

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV.

Political expenditures .................................... SchCMd Bullet

Volunteer hours ........................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ......... SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ...... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............

Yes No

Was a correction made? .........................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c) except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ................................... SchCMd Bullet

Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b.. SchCMd Bullet

Did the filing organization file Form 1120-POL for this year? ..........................

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.

For Privacy Act and Paperwork Reduction Act Notice, see the instructions for Form 990.

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2011

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......
b	Total lobbying expenditures to influence a legislative body (direct lobbying) .......
c	Total lobbying expenditures (add lines 1a and 1b) ...................
d	Other exempt purpose expenditures ........................
e	Total exempt purpose expenditures (add lines 1c and 1d) ...............
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ......................................	Yes No

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) Total

2a	Lobbying non-taxable amount

b	Lobbying ceiling amount (150% of line 2a, column(e))

c	Total lobbying expenditures

d	Grassroots nontaxable amount

e	Grassroots ceiling amount (150% of line 2d, column (e))

f	Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2011

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

For each “Yes” response to lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

Volunteers? .........................................

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....

Yes

Media advertisements? ....................................

Mailings to members, legislators, or the public? .........................

Publications, or published or broadcast statements? .......................

Grants to other organizations for lobbying purposes? .......................

Yes

18,000

Direct contact with legislators, their staffs, government officials, or a legislative body? ........

Yes

383,182

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......

Yes

Other activities? ..........................

Yes

237,376

Total. Add lines 1c through 1i ...............................

638,558

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 .................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

Were substantially all (90% or more) dues received nondeductible by members? ................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ................

Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2 are answered “No” OR (b) Part III-A, line 3 is answered “Yes”.

Dues, assessments and similar amounts from members .....................

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).

Current year .........................................

Carryover from last year ....................................

Total ...........................................

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................

Taxable amount of lobbying and political expenditures (see instructions) ..............

Part IV

Supplemental Information

Complete this part to provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, Part II-A; line 5; and Part ll-B, line 1.
Also, complete this part for any additional information.

Identifier	Return Reference	Explanation
LOBBYING ACTIVITY BY NONELECTING PUBLIC CHARITIES	SCHEDULE C, PART II-B, LINE 1A THROUGH 1I	The Organization is a member of the Kaiser Permanente Medical Care Program and participated and benefited from lobbying activities conducted at the regional and national level for the benefit of its enrolled members and for the health care industry as a whole. As an organization generally exempt from income tax under Internal Revenue Code Section 501(c)(3), Health Plan has a policy prohibiting internal involvement in any political campaigns. This policy is closely monitored for compliance. During the year this Organization may have made comments or statements concerning legislation which may affect the health care industry. Health Plan may have engaged in telephone conversations and/or written letters to various federal, state, and local officials regarding matters which affected the healthcare industry as a whole. The amount of time and money involved in the activities is detailed on lines a through i. Health Plan has several employees and/or may retain a professional consultant to represent Health Plan's interests in various legislative and regulatory bodies and from time-to-time to keep informed of Federal and State legislation having an impact on Health Plan's charitable activities as an exempt Health Maintenance Organization. These individuals attempt to ensure that proposed legislation and enacted laws are compatible with the Interest of Health Plan and its members by performing the following activities: - Collecting, analyzing and distributing within the Organization, public and private policy recommendations regarding proposed legislation that affect the operation of Health Plan and its ability to provide quality health and medical care services to its members in a cost effective environment. - Providing appropriate informational materials to legislators and to their staffs that pertain to matters of common interest in the health care community and in the not-for-profit community. - Also by preparing written and oral testimony, these individuals appear at legislative hearings, monitor legislative proceedings and meet with legislators and/or their staffs regarding issues pertinent to the mission of Health Plan. Those individuals appearing at such hearings and meetings for and on behalf of Health Plan often are representing the interests of common interest groups as well as the interests of the members of Health Plan. - Other employees and officers perform services by delivering speeches at various public and private functions and in serving as faculty in healthcare related educational programs throughout the community.

Schedule C (Form 990 or 990EZ) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

KAISER FOUNDATION HEALTH PLAN OF THE
MID-ATLANTIC STATES INC

Employer identification number

52-0954463

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .......
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) ...
4	Aggregate value at end of year .......

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting and enforcing conservation easements during the year SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section
170(h)(4)(B)(i) and 170(h)(4)(B)(ii)? ....................................

Yes No

In Part XIV, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of
art, historical treasures, or other similar assets held for public exhibition, education or research in furtherance of public service,
provide, in Part XIV, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art,
historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service,
provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958), relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 52283D

Schedule D (Form 990) 2011

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s accession and other records, check any of the following that are a significant use of its collection
items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIV.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIV and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIV.

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current Year	(b)Prior Year	(c)Two Years Back	(d)Three Years Back	(e)Four Years Back
1a	Beginning of year balance ....
b	Contributions ........
c	Net investment earnings, gains, and losses ...
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the year end balance (line 1g) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIV the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	0	67,793,066		67,793,066
b	Buildings ................	0	339,568,221	200,847,593	138,720,628
c	Leasehold improvements ............	0	131,572,883	57,925,377	73,647,506
d	Equipment ................	0	183,495,913	135,066,988	48,428,925
e	Other .................	0	272,648,646	20,104,211	252,544,435
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......					581,134,560

Schedule D (Form 990) 2011

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

(a) Description of investment type		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of Liability		(b) Book value
Federal Income Taxes		0
DUE TO RELATED ENTITIES		153,497,472
SELF-INSURED RISK - PROF & PUB		135,030,853
MEDICARE COST REPORT RESERVE		58,115,091
PENSION & POST-RETIREMENT BENE		285,166,074
OTHER CURRENT LIABILITIES		13,760,472
LONG-TERM DEFERRED RENT LIABIL		34,807,441
OTHER LONG-TERM LIABILITIES		55,196,725


Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		735,574,128
2. Fin 48 (ASC 740) Footnote. In Part XIV, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC740).

Schedule D (Form 990) 2011

Page 4

Part XI Reconciliation of Change in Net Assets from Form 990 to Financial Statements
1	Total revenue (Form 990, Part VIII, column (A), line 12) ....................	1	2,280,542,116
2	Total expenses (Form 990, Part IX, column (A), line 25) .....................	2	2,334,233,360
3	Excess or (deficit) for the year. Subtract line 2 from line 1 .............	3	-53,691,244
4	Net unrealized gains (losses) on investments ..........................	4	-1,225,416
5	Donated services and use of facilities .............................	5
6	Investment expenses ...................................	6
7	Prior period adjustments ..................................	7
8	Other (Describe in Part XIV.) .................................	8	-65,183,559
9	Total adjustments (net). Add lines 4 through 8 .........................	9	-66,408,975
10	Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 .........	10	-120,100,219

Part XII Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......			1	2,273,916,392
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a	-1,225,416
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIV.) ............	2d	-3,011,856
e	Add lines 2a through 2d .....................			2e	-4,237,272
3	Subtract line 2e from line 1.....................			3	2,278,153,664
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIV.) ...........	4b	2,388,452
c	Add lines 4a and 4b.......................			4c	2,388,452
5	Total Revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	2,280,542,116

Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements .............			1	2,394,016,613
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIV.) ............	2d	64,985,152
e	Add lines 2a through 2d......................			2e	64,985,152
3	Subtract line 2e from line 1.....................			3	2,329,031,461
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a	206,628
b	Other (Describe in Part XIV.) ............	4b	4,995,271
c	Add lines 4a and 4b.......................			4c	5,201,899
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	2,334,233,360

Part XIV

Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X; Part XI, line 8; Part XII, lines 2d and 4b; and Part XIII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
RECONCILIATION OF REVENUE PER AUDITED FIN. STMT. WITH REVENUE PER RETURN	SCHEDULE D, PART XII	LINE 2D: Gain on sale of investments per book $ 2,190,043 INTEREST EXPENSE - RECLASS <880,613> Bad Debt Reclass <4,114,658> INVESTMENT MANAGEMENT EXPENSES - RECLASS <206,628> TOTAL $ <3,011,856> LINE 4B: Gain on sale of investments per tax 1,675,947 SEE PART XI, LINE 8, NOTE 1 838,752 FIXED ASSET LOSS - RECLASS (126,247) TOTAL $ 2,388,452
RECONCILIATION OF EXPENSES PER AUDITED FIN. STMT. WITH EXPENSES PER RETURN	SCHEDULE D, PART XIII	LINE 2D: CHANGE IN OTHER COMPREHENSIVE INCOME $ 64,858,905 FIXED ASSET LOSS - RECLASS 126,247 TOTAL $ 64,985,152 LINE 4A: INVESTMENT MANAGEMENT EXPENSES - RECLASS 206,628 LINE 4B: BAD DEBT EXPENSES RECLASS $ 3,489,156 MISC EXPENSES RECLASS 625,502 INTEREST EXPENSE - RECLASS 880,613 TOTAL $ 4,995,271
RECONCILIATION OF CHANGE IN NET ASSETS FROM FORM 990 TO FINANCIAL STMT	SCHEDULE D, PART XI, LINE 8	CHANGE IN OTHER COMPREHENSIVE INCOME $ <64,858,903> SEE "NOTE 1" <838,752> Gain on sale of investments - book 2,190,043 Gain on sale of investments - tax <1,675,947> TOTAL $ <65,183,559> NOTE 1: OTHER THAN TEMPORARY IMPAIRMENT OF INVESTMENT RECOGNIZED FOR FINANCIAL STATEMENT PURPOSES, WHICH WILL BE TAX REPORTED WHEN REALIZED
FIN 48 FOOTNOTE	SCHEDULE D, PART X, QUESTION 2	NOT REQUIRED

Schedule D (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990

OMB No. 1545-0047

2011

Open to Public
Inspection

Name of the organization
KAISER FOUNDATION HEALTH PLAN OF THE
MID-ATLANTIC STATES INC

Employer identification number
52-0954463

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21 for any recipient that received more than $5,000. Check this box if no one recipient received more than $5,000. Use
Part IV and Schedule I-1 (Form 990) if additional space is needed ......................... lBullet

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) 32nd Street Farmers Market Inc221 Ridgemede Road 303 Baltimore,MD21210	52-1168151	501(c)(3)	10,000	EBT Independence Card Program Access Coordinator and Medication Coordinator
(2) Active Minds Inc2001 S Street NW Washington,DC20009	20-0587172	501(c)(3)	10,000	8th annual Natl Mental Health Conference
(3) Adventist HealthCare Inc1801 Research Blvd 200 Rockville,MD20850	52-1532556	501(c)(3)	25,000	2011 health reform Conference.
(4) Alexandria Neighborhood Health Services Inc2 East Glebe Road Alexandria,VA22305	54-1849881	501(c)(3)	95,000	Chronic Illness Care Expansion
(5) American Cancer Society124 Park Street SE 1217 Vienna,VA22180	58-0659875	501(c)(3)	10,000	2011 Cure by Design
(6) American University4400 Massachusetts Ave Washington,DC20016	53-0196549	501(c)(3)	20,000	DC Healthy Schools Act: Measuring its Impact
(7) American University4400 Massachusetts Ave Washington,DC20016	53-0196549	501(c)(3)	94,813	Community Voices for Health: Teachers, Students &
(8) Arlington Free Clinic2921 11th St Arlington,VA22204	54-1671883	501(c)(3)	95,000	Strengthening Capacity through Technology Infrastr Special Health Care Needs
(9) Arlington Pediatric Center Inc601 S Carlin Springs Rd Arlington,VA22204	54-1998631	501(c)(3)	75,000	Enhancing Quality and Strengthening Financial Mana table
(10) Associated Catholic Charities Inc320 Cathedral Street Baltimore,MD21201	52-0591538	501(c)(3)	24,620	2011 Bridesmaid Bingo Collaborative
(11) Baltimore Community Foundation Inc2 East Read St 9th Fl Baltimore,MD21202	23-7180620	501(c)(3)	96,500	Baltimore Food Policy Initiative (BFPI)
(12) Baltimore Medical System Inc3501 Sinclair Lane Baltimore,MD21213	52-1358241	501(c)(3)	94,892	Baltimore Med Sys Asthma Infrastructure Enhancemen
(13) Baltimore Outreach Services701 S Charles Street Baltimore,MD20720	56-2291915	501(c)(3)	15,000	2011 Charitable Contribution
(14) Bea Gaddy Family Centers425 N Chester St Baltimore,MD21231	52-1243628	501(c)(3)	20,000	2011 Thanksgiving Day Dinner for the Homeless
(15) Bread for the City Inc1525 7th St NW Washington,DC20001	52-1138207	501(c)(3)	33,302	BFC Medical Clinic Strategic Planning Project
(16) Calvary Women's Services110 Maryland Ave NE St Washington,DC20002	52-1307706	501(c)(3)	15,000	2011 Charitable Contribution
(17) Capital Area Food Bank645 Taylor Street NE Washington,DC20017	52-1167581	501(c)(3)	100,000	Healthy Food Access in Action Project
(18) Carpenter's Shelter Inc930 North Henry Street 9 Alexandria,VA22314	54-1571849	501(c)(3)	15,000	2011 Charitable Contribution
(19) CASA of Maryland8151 15th Avenue Langley Park,MD20783	52-1372972	501(c)(3)	95,000	Health Services Capacity Building Project
(20) Catoctin Foundation Inc224B Cornwall Street NW 100 Leesburg,VA20176	54-1921059	501(c)(3)	20,000	2011 Charitable Contribution
(21) Child Center and Adult Health Services Inc16220 Frederick Rd Ste 502 Gaithersburg,MD20877	52-1120638	501(c)(3)	50,550	Integrating Behavioral Health and Primary Care: Bu
(22) Children's Hospital Foundation111 Michigan Ave Washington,DC200102970	52-1640402	501(c)(3)	95,000	Strengthening Oral Health Care for Children Living
(23) City of Takoma Park Maryland7500 Maple Avenue Takoma Park,MD20912	52-6000808	City of tacoma	122,170	Community Food Access in Action: the Crossroads Fa
(24) CommnHealth ACTION1301 Connecticut Ave Washington,DC20036	83-0398572	501(c)(3)	23,915	IPHi TA for Prince George's County
(25) CommnHealth ACTION1301 Connecticut Ave Washington,DC20036	83-0398572	501(c)(3)	25,000	Telehealth Conference
(26) CommnHealth ACTION1301 Connecticut Ave Washington,DC20036	83-0398572	501(c)(3)	49,853	Port Towns Community Health Partnership
(27) CommnHealth ACTION1301 Connecticut Ave Washington,DC20036	83-0398572	501(c)(3)	50,000	HEAL Cities Campaign of the Mid-Atlantic
(28) Community Clinic Inc15850 Crabbs Branch Wy Rockville,MD20855	52-0988386	501(c)(3)	42,000	Organizational Transformation of an FQHC
(29) Community Clinic Inc15850 Crabbs Branch Wy Rockville,MD20855	52-0988386	501(c)(3)	143,949	CCI ALL PHASE Program
(30) Community Health Integrated Partnership Inc802 Cromwell Park Dr Glen Burnie,MD21061	52-2043180	501(c)(3)	95,000	Supporting Quality Improvement in Safety Net Healt
(31) Community of Hope1717 Massachusetts Ave Washington,DC20036	52-1184749	501(c)(3)	95,000	Meaningful Use/ Medical Home Initiative Nation's Capital
(32) Coppin State College2500 W North Ave Baltimore,MD212163698	52-6002033	state of MD	95,000	Obesity, Unplanned Pregnancy and Community Care
(33) Covenant House Washington2001 Mississippi Washington,DC200206116	13-3537709	501(c)(3)	15,000	2011 Charitable Contribution
(34) Damien Ministries Inc2200 Rhode Island Ave Washington,DC20018	52-1523098	501(c)(3)	10,000	25th Anniversary Fundraiser concert
(35) DC Appleseed Center for Law and Justice1111 14th Street NW Washington,DC20005	52-1891162	501(c)(3)	50,000	DC Children's Health Project
(36) DC Central Kitchen Inc425 2nd Street NW Washington,DC20001	52-1584936	501(c)(3)	24,000	Capital Food Fight school based healthcare
(37) Everybody Wins DC1213 K Street NW 300 Washington,DC20005	52-1938281	501(c)(3)	40,000	Power Lunch Program at Ludlow-Taylor ES
(38) Fairfax-Falls Church Community Services Board12011 Govt Center Pkway Fairfax,VA220351100	54-0787833	City of fairfax	94,990	CSB/Mason University Partnership: Promotion of Wel
(39) Family Health and Birth Center801 17th Street NE 310 Washington,DC20002	52-2091131	501(c)(3)	93,657	Merger with FQHC and Implementation of EMR
(40) Family Services Inc610 E Diamond Ave Gaithersburg,MD20877	52-0730225	501(c)(3)	50,000	Health Integration Project (HIP)
(41) Food & Friends Inc219 Riggs Road Washington,DC20011	52-1648941	501(c)(3)	24,000	2011 Donation
(42) Food Research and Action Center1875 Connecticut Ave Washington,DC20009	23-7200739	501(c)(3)	212,000	Reducing Obesity by Connecting Low-Income Resident Gala
(43) Frederick Union Rescue Mission Inc419 West South Street 906 Frederick,MD21701	52-0813371	501(c)(3)	15,000	2011 Charitable Contribution
(44) Generation Hope801 N Fairfax St Alexandria,VA22314	27-3554088	501(c)(3)	15,000	2011 Charitable Contribution
(45) Georgetown UniversityCapital Breast Care Center650 Pennsylvania Ave Washington,DC20003	53-0196603	501(c)(3)	52,970	Moving Forward: Organizational and Leadership Dev
(46) Girls on the Run of Montgomery County Inc12320 Parklawn Dr Rockville,MD20852	20-5531978	501(c)(3)	6,000	2011-2012 Girls on the Run season Career Success Program graduates
(47) Greater Baden Medical Services Inc7450 Albert Road Brandywine,MD20613	52-0961414	501(c)(3)	75,000	Prince George's County Coordinating Council
(48) Greater Washington Urban League Inc2901 14th St NW Washington,DC20009	53-0208981	501(c)(3)	6,800	39th Annual Whitney M. Young Memorial Gala
(49) Health Care for the Homeless421 Fallsway Baltimore,MD21202	52-1576404	501(c)(3)	15,000	2011 Charitable Contribution
(50) Healthy Howard IncPO Box 2275 540 Columbia,MD21045	61-1549388	501(c)(3)	82,698	Healthy Howard, Inc children to medical homes
(51) Holy Cross Hospital Foundation11801 Tech Rd Silver Spring,MD20904	20-8428450	501(c)(3)	22,953	2011 Gala
(52) Holy Cross Hospital1500 Forest Glen Rd Silver Spring,MD20910	52-0738041	501(c)(3)	167,763	Senior Fit
(53) Howard Community Educational Foundation10901 Little Patuxent Columbia,MD21044	52-1272329	501(c)(3)	25,000	2011 Nursing Scholarship Benefit
(54) Inquiring Systems Inc150 South Park San Francisco,CA94107	94-2524840	501(c)(3)	50,000	The Future of Food Conference
(55) Inquiring Systems Inc150 South Park San Francisco,CA94107	94-2524840	501(c)(3)	94,650	D.C. Schools on the Move
(56) Jeanie Schmidt Free ClinicPO Box 5143 17B Herndon,VA20172	71-0877944	501(c)(3)	48,625	EMR Upgrade Project
(57) Joint Center For Political And Economic Studies I1090 Vermont Ave nw Washington,DC20005	52-1069070	501(c)(3)	25,000	Place, Race and Health Equity: Building Strong Com
(58) Jubilee Foundation10408 Montgomery Ave Kensington,MD20895	52-1698505	501(c)(3)	14,480	2011 Roast of Valerie Ervin Sciences Students
(59) Junior Achievement of the National Capital Area1725 I St NW ste 200 Washington,DC20006	54-0788947	501(c)(3)	25,000	Junior Achievement Finance Park Luncheon
(60) Knock Out Abuse1050 17th St NW 1200 Washington,DC20036	54-1907723	501(c)(3)	8,785	18th Annual Knock Out Abuse Gala Health Care Directory
(61) Loudoun Community Health Center224 Cornwall St NW 450-A Leesburg,VA20176	20-2379419	501(c)(3)	95,000	Loudoun Community Health Center Technology Improve
(62) Mary's Center for Maternal and Child Care Inc2333 Ontario Road NW Washington,DC20009	52-1594116	501(c)(3)	93,708	Achieving 'Meaningful Use' Status: Enhancing Patie
(63) Meals on Wheels of Central Maryland515 South Haven Street Baltimore,MD21224	52-6074723	501(c)(3)	24,300	19th Annual Culinary Extravaganza Program
(64) Mid-Atlantic Association of Community Health Cente4483B Forbes Blvd B Lanham,MD20706	52-1344933	501(c)(3)	80,000	West Baltimore Primary Care Needs Assessment Share Program
(65) Mission Life Center10721 Main St Suite 1200 200E Fairfax,VA22030	75-2999280	501(c)(3)	15,000	2011 Charitable Contribution
(66) Mobile Medical Care Inc9309 Old Georgetown Rd Bethesda,MD20814	23-7022588	501(c)(3)	79,000	Health Care Capacity Building
(67) Montgomery County Business Roundtable for Educatio12900 Middlebrook Rd Germantown,MD20874	41-2047342	501(c)(3)	25,000	114th Partnership - Mid-Atlantic County
(68) Montgomery County Department of Health101 Monroe S Rockville,MD20850	52-6000980	county	95,000	The Montgomery County Medicaid Expansion Project
(69) Montgomery County Public Schools Educational Found850 Hungerford Dr Rockville,MD20850	52-1804509	501(c)(3)	21,500	2011 Back to School Fair
(70) Mosaica Inc1522 K St NW Ste 1130 Washington,DC20005	52-1872115	501(c)(3)	99,988	Protecting the Safety Net: Preparing for Health Ca
(71) Muslim Community Center Medical Clinic15200 New Hampshire Silver Spring,MD20905	52-1072792	501(c)(3)	57,800	MCC Medical Clinic Infrastructure Enhancement Proj
(72) Network 2000 Inc2400 Boston St Ste 102 Baltimore,MD21224	52-1814260	501(c)(3)	5,610	18th Annual Women of Excellence Luncheon
(73) New Pathways Inc540 East Belvedere Ave Baltimore,MD21212	52-1078513	501(c)(3)	15,000	2011 Charitable Contribution
(74) Northern Virginia Community Foundation8283 Greensboro Dr McLean,VA22102	51-0232459	501(c)(3)	7,500	2011 Home Sweet Home Gala
(75) Northern Virginia Community Foundation8283 Greensboro Dr McLean,VA22102	51-0232459	501(c)(3)	24,500	2011 Mission of Mercy
(76) Northern Virginia Family Service10455 White Granite Dr Oakton,VA22124	54-0791977	501(c)(3)	12,000	2011 Road to Independence Gala
(77) NOVA Scripts Central Inc6400 Arlington Blvd Falls Church,VA22042	65-1275162	501(c)(3)	38,968	Pharmacy Technology Improvement:Streamlining Acces
(78) Paul's Place Inc1118 Ward Street Baltimore,MD21230	52-1372359	501(c)(3)	15,000	2011 Charitable Contribution and Festival
(79) People's Community Health Centers Inc2524 Kirk Avenue 220 Baltimore,MD212184826	52-0905681	501(c)(3)	149,779	A-L-L/P-H-A-S-E for People's Patients
(80) Playworks Education Energized2601 N Howard St Baltimore,MD21218	94-3251867	501(c)(3)	95,000	Playworks Baltimore and Playworks Washington, D.C.
(81) Pregnancy Aid Centers Inc4809 Greenbelt Rd College Park,MD207402001	23-7418649	501(c)(3)	52,257	Upgrading technology to implement EHR/ Meaningful
(82) Primary Care Coalition of Montgomery County Inc8757 Georgia Ave Silver Spring,MD20910	52-1847976	501(c)(3)	12,000	2011 Annual Meeting
(83) Prince George's County Fair AssociationPO Box 1010 Upper Marlboro,MD20773	52-1304397	501(c)(3)	15,000	2011 County Fair sponsorship
(84) Prince William Area Free Clinic Inc4001 Prince William Pkwy Woodbridge,VA22192	54-1619202	501(c)(3)	31,950	PWAFC Clinical and Technology Expansion
(85) Rails-toTrails Conservancy2121 Ward Ct NW 5th Fl Washington,DC20037	52-1437006	501(c)(3)	135,000	Urban Pathways to Healthy Neighborhoods STI/HIV/AIDS Transmission in At-Risk Youth
(86) Sarah's Circle2551 17th St NW Washington,DC200092850	52-1338101	501(c)(3)	15,000	2011 Charitable Contribution
(87) Sasha Bruce Youthwork Inc741 Eighth Street SE 300 Washington,DC20003	52-1006486	501(c)(3)	15,000	2011 Charitable Contribution
(88) Share Our Strength1730 M St NW Ste 700 Washington,DC20036	52-1367538	501(c)(3)	95,000	No Kid Hungry Virginia
(89) Shepherd's Clinic Inc1901 St Paul Street 1200 Baltimore,MD21218	52-1739001	501(c)(3)	85,000	Shepherd's Clinic Technology Infrastructure Upgrad
(90) SOME Inc71 O Street NW 6D Washington,DC20001	23-7098123	501(c)(3)	52,250	Enhancing Infrastructure to Achieve Meaningful Use
(91) Spanish Catholic Center of Catholic Charities1618 Monroe Street NW 200 Washington,DC20010	52-0980905	501(c)(3)	95,000	Electronic Health Record System and Medicaid Reimb
(92) Summit Health Institute for Research and Education1313 L St NW Washington,DC20005	52-1936403	501(c)(3)	15,000	Building Community Engagement in Underserved Neigh
(93) Summit Health Institute for Research and Education1313 L St NW Washington,DC20005	52-1936403	501(c)(3)	94,990	Early Childhood Healthy Living Advocacy Initiative
(94) Summit Health Institute for Research and Education1313 L Street NW Washington,DC20005	52-1936403	501(c)(3)	141,873	East of the River Urban Neighborhood Gardening Ini
(95) TERRIFIC Inc1222 T Street NW 100 Washington,DC20009	52-1177254	501(c)(3)	15,000	2011 Charitable Contribution
(96) The City of Frederick100 South Market Street 1130 Frederick,MD21701	52-6000789	city of frederi	20,000	Funding to support the transition of the MCCP Fred
(97) The Community Foundation for the National Capital1201 15th Street NW Washington,DC20005	23-7343119	501(c)(3)	40,000	Celebration of Civic Spirit
(98) The Community Foundation for the National Capital1201 15th Street NW Washington,DC20005	23-7343119	501(c)(3)	350,000	Donor Advised Fund Contribution 2011
(99) The District of Columbia Primary Care Association1411 K St NW Ste 1200 Washington,DC20005	52-1999196	501(c)(3)	95,000	Primary Care Infrastructure Enhancement
(100) The Executive Leadership Foundation1001 N Fairfax St Alexandria,VA22314	52-1631358	501(c)(3)	14,100	2011 Annual Recognition Dinner
(101) The Family League of Baltimore City Inc2700 N Charles St Baltimore,MD21218	52-1734848	501(c)(3)	95,000	FLBC Nutrition Program
(102) The Links Foundation1200 Massachusetts Ave Washington,DC20005	52-1167430	501(c)(3)	22,250	65th Anniversary and National Headquarters Rededic
(103) The Nonprofit Roundation of Greater Washington1201 15th St NW Washington,DC20005	16-1626729	501(c)(3)	95,000	DC Government/Nonprofit Partnership Initiative for Healthy Eating and Active Living (PG HEAL)
(104) The Partnership for a Healthier Carroll County In535 Old Westminster Pk Westminster,MD211576269	52-2156892	501(c)(3)	92,445	L.E.A.N. Carroll-Healthy Eating II
(105) The Religious Coalition for Emergency Human Needs27 DeGrange Street E Frederick,MD21701	52-1449375	501(c)(3)	15,000	2011 Charitable Contribution
(106) The Skillsource Group Inc8300 Boone Blvd ste 450 Vienna,VA22182	30-0129320	501(c)(3)	28,655	NoVA HealthFORCE nurses project
(107) The Susan G Komen Breast Cancer Foundation200 E Joppa Rd Ste 407 Towson,MD21286	52-2053491	501(c)(3)	14,790	2011 Race for the Cure (Baltimore)
(108) The Training Source Inc59 Yost Place Seat Pleasant,MD20743	52-1843341	501(c)(3)	15,000	2011 Charitable Contribution
(109) Towson University Foundation8000 York Road 405 Towson,MD212520001	52-0939453	501(c)(3)	15,000	2011 Charitable Contribution and supplies
(110) Ulman Cancer Fund for Young Adults921 E Fort Ave Ste 325 Baltimore,MD21230	52-2057636	501(c)(3)	30,000	2011 Half-Full Triathlon Program opening
(111) Us Helping Us-People Into Living INC3636 Georgia Ave NW Washington,DC20010	52-1628279	501(c)(3)	10,000	2011 Black Pride Picnic in the Park
(112) Vida Senior Centers1842 Calvert St NW Washington,DC20009	23-7161573	501(c)(3)	5,520	New Eyes for the New Year
(113) Virginia Hospital Center Foundation1701 N George Mason Dr Arlington,VA22205	20-4129901	501(c)(3)	9,250	2011 Signature Evening
(114) Washington Area Consortium on HIV Infection in You651 Pennsylvania Ave Washington,DC20003	52-1610088	501(c)(3)	52,700	Enhancing Infrastructure and ability to serve low
(115) Washington Regional Association of Grantmakers1400 16th St NW Ste740 Washington,DC20036	52-1756853	501(c)(3)	10,000	2011 Health Working Group sponsorship
(116) Washington Regional Association of Grantmakers1400 16th St nw Washington,DC20036	52-1756853	501(c)(3)	13,700	2011 Annual Meeting
(117) Washington Regional Association of Grantmakers1400 16th St NW Washington,DC20036	52-1756853	501(c)(3)	100,000	Positive Pathways
(118) Whitman-Walker Clinic1701 14th Street NW Washington,DC20009	52-1122122	501(c)(3)	45,000	Strategic Analysis of Health Care Reform's Impact

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................. Bullet Image

108

Enter total number of other organizations listed in the line 1 table ......................... . Bullet Image

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2011

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Use Schedule I-1 (Form 990) if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information. Complete this part to provide the information required in Part I, line 2, and any other additional information.

Identifier	Return Reference	Explanation
PROCEDURES FOR MONITORING THE USE OF GRANTS	SCHEDULE I, PART I, LINE 2	Grantees are required to sign a memorandum of understanding with Health plan prior to grant funds dispersal. grantees are required to submit a final report which delineates accomplishments, relates to stated objectives, and describes the evaluation method used to assess accomplishments.

Schedule I (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

KAISER FOUNDATION HEALTH PLAN OF THE
MID-ATLANTIC STATES INC

Employer identification number

52-0954463

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all the expenses described above? If "No," complete Part III to explain....

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
officers, directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? ....

Indicate which, if any, of the following the organization uses to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ...............

Participate in, or receive payment from, a supplemental nonqualified retirement plan? ........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? ........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Yes

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 50053T

Schedule J (Form 990) 2011

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.

Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and column (E) for that individual.

(A) Name		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1) BradleyRussell K	(i) (ii)	183,183 0	79,893 0	15,842 0	46,220 0	12,640 0	337,778 0	0
(2) BrittainJudith L	(i) (ii)	118,227 0	107,916 0	30,238 0	57,165 0	12,481 0	326,027 0	0 0
(3) BurnettRuben J	(i) (ii)	0 233,744	0 188,380	0 19,914	0 84,524	0 12,640	0 539,202	0 0
(4) CasselChristine	(i) (ii)	184,500					184,500
(5) ChapmanThomas	(i) (ii)	11,000 180,695			89,109		11,000 269,804
(6) CollinsLinda M	(i) (ii)	222,341	50,403	37,783	80,040	12,994	403,561
(7) GarciaDaniel P	(i) (ii)	562,551	640,000	26,214	61,308	12,296	1,302,369
(8) GraberWilliam	(i) (ii)	208,269					208,269
(9) Grigsby III J Eugene	(i) (ii)	11,000 199,900					11,000 199,900
(10) HalvorsonGeorge C	(i) (ii)	1,215,613	5,039,506	1,606,796	61,308	13,287	7,936,510	0
(11) Harris-MullerCarrie	(i) (ii)	127,993	181,026	90,840	65,937	6,570	472,366	82,819
(12) HunterKendall D	(i) (ii)	293,460	236,225	116,019	95,493	12,640	753,837	95,449
(13) JaegerMary Elizabeth	(i) (ii)	193,257	107,805	22,842	69,983	12,640	406,527
(14) JohansenJudith	(i) (ii)	200,075					200,075
(15) KawamuraMarilyn	(i) (ii)	391,430	475,000	175,759	200,305	13,090	1,255,584	132,168
(16) LancasterKathryn	(i) (ii)	630,520	907,953	570,629	276,632	12,994	2,398,728	529,003
(17) LewisKay W	(i) (ii)	193,335	100,618	86,822	121,413	11,179	513,367	66,648
(18) MaghamiFerial G	(i) (ii)	205,379	134,929	163,090	55,195	12,567	571,160
(19) MarineauPhilip	(i) (ii)	200,769					200,769
(20) MeierThomas R	(i) (ii)	314,471	339,188	148,588	97,808	12,994	913,049	113,944
(21) MingJenny	(i) (ii)	179,269					179,269
(22) OrndoffDonald H	(i) (ii)	376,297	235,328	22,649	124,482	13,517	772,273
(23) PeiEdward	(i) (ii)	173,000			16,500		189,500
(24) PetersenDeAnne	(i) (ii)	222,709	154,312	85,960	71,581	12,640	547,202	70,228
(25) PurcellJ Neal	(i) (ii)	221,858					221,858
(26) ROTHROCHELLE M	(i) (ii)	167,206	26,934	2,844	29,508	12,585	239,077
(27) SouthamArthur M	(i) (ii)	741,374	1,175,000	732,850	336,623	12,064	2,997,911	688,121
(28) SpurlarkSusan	(i) (ii)	228,779	143,438	89,639	104,863	13,090	579,809	69,830
(29) StokesDeborah	(i) (ii)	315,132	337,575	67,595	105,024	12,994	838,320	48,521
(30) TellesCynthia	(i) (ii)	0 195,613	0	0	0	0	0 195,613	0 0
(31) TysonBernard J	(i) (ii)	892,605	1,290,000	617,691	469,158	12,994	3,282,448	587,707
(32) ZatkinSteven R	(i) (ii)	4,500	542,685	26,936	66,393	10,532	651,046
(33) Zatkin Victoria	(i) (ii)	192,675	85,692	36,401	82,570	1,961	399,299
(34) ZemelmanMark S	(i) (ii)	398,502	259,500	120,574	179,338	12,585	970,499	80,051
(35) adams gregory	(i) (ii)	0 632,621	0 744,399	0 687,313	0 279,554	0 12,994	0 2,356,881	662,623

Schedule J (Form 990) 2011

Page 3

Part III

Supplemental Information

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4c, 5a, 5b, 6a, 6b, 7, and 8. Also complete this part for any additional information.

Identifier	Return Reference	Explanation
SCHEDULE J, PART II	Top Management Officials' Compensation	Steven Zatkin- general counsel to 06/30/10; consultant 3/4/11 to present. Sandra Thompkins - Board of directors to 4/1/11. Schedule J, Part I, line 3 Kaiser Foundation Health Plan of the Mid-Atlantic States relied on Kaiser Foundation Health Plan, Inc that used one or more of the methods described below to establish the top management officials' compensation: - Compensation committee - Independent compensation consultant - Form 990 of other organizations - Written employment contract - Compensation survey or study, and - Approval by the board or compensation committee
SCHEDULE J, PART I, LINE 4b	SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN PAYMENTS	George Halvorson $ 1,500,000 Mark Zemelman 81,113 Marilyn Kawamura 134,185 Kay Lewis 66,648 Deborah Stokes 48,521 Steven Zatkin 4,891 Thomas Meier 114,428 ferial maghami 95,772 bernard tyson 587,707 arthur southam 688,121 gregory adams 662,623 deanne peterson 70,228 susan spurlark 69,830 carrie harris-mueller 82,819 kendall hunter 95,902 anthony barrueta 107,821 Kathryn Lancaster 529,350 Total $ 4,939,980 Some of the listed persons participated in nonqualified supplemental retirement plans. Under these plans, the organization makes annual contributions to accounts held in the name of individual participants. Contributions vary by position level and pay, and vest over time based on age and/or service. Participant accounts are credited with actual investment returns from up to four mutual funds and/or with a fixed rate of interest or a combination thereof. Unvested amounts are subject to risk of forfeiture.
SCHEDULE J, PART I, LINE 7		The organization provided non-fixed payments to some of the persons listed. Payments were made under incentive plans, based on attainment of organizational performance goals and individual performance, designed to support the organization's mission to provide high-quality, affordable care and improve the health of its members and the communities it serves.

Schedule J (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2011

Open to Public
Inspection

Name of the organization

KAISER FOUNDATION HEALTH PLAN OF THE
MID-ATLANTIC STATES INC

Employer identification number

52-0954463

Identifier	Return Reference	Explanation
form 990, PART I, LINE 7B		TOTAL UBI (FORM 990-T, LINE 30) $ 9,943 NET OPERATING LOSS (NOL) APPLIED (9,943) UBTI WITH NOL (FORM 990-T, LINE 34) NONE
form 990, PART III, LINE 4A-D		2011 COMMUNITY BENEFIT REPORT KAISER FOUNDATION HEALTH PLAN OF MID-ATLANTIC STATES, INC. Kaiser Foundation Health Plan of the Mid-Atlantic States, Inc. or "Mid-Atlantic Health Plan" is a tax-exempt subsidiary health plan of Kaiser Foundation Health Plan, Inc. (KFHP). Mid Atlantic Health Plan as well as Kaiser Foundation Hospitals (KFH) are nonprofit corporations that are part of the integrated health care delivery system known as the Kaiser Permanente Medical Care Program or "Kaiser Permanente." In 2011, the Mid-Atlantic Health Plan served more than 488,492 members, and had 5,237 full-time administrative, clerical and technical employees. Mid-Atlantic Health Plan provides and arranges comprehensive health care services for members on a predominantly prepaid basis and fulfills its contractual obligations to group and individual members by contracting with KFH and a Permanente Medical Group to provide the required health care services. Membership in KFHP and its health plan subsidiaries is available without regard to sex, race, religion, ethnic background, sexual orientation, and occupational status, or income level. Health Plan members are broadly representative of the various ages, social, and income groups within the areas it serves. Once enrolled, a member is free to maintain membership regardless of age, health status or employment. KAISER PERMANENTE'S COMMITMENT TO THE COMMUNITY Kaiser Permanente believes its Direct Community Benefit Investment (DCBI), is fundamental to being a nonprofit organization. It embodies the organization's commitment to improve the health of communities beyond services to Health Plan members. It is more than traditional corporate citizenship or corporate philanthropy. It is an intentional, planned, budgeted, measurable, accountable creation for better health in our communities. It is done in collaboration with, not in isolation from, the community. DCBI serves to fulfill Kaiser Permanente's social purpose, justify its tax-exempt status, and differentiate it from other health care organizations. This tradition of community benefit dates from the earliest days of the Program, when charitable care to non-employees, and later, nonmembers, was initiated. That heritage has continued through the years in Kaiser Permanente's early participation in publicly financed programs such as Medicaid and Medicare, establishment of residency training and medical research programs, and later, in the development of the Educational Theatre Programs, Safety Net Partnerships, Community Health Initiatives and Charitable Health Coverage Programs. In 2007, the KFHP/H Board of Directors refined the focus of the organization's Community Benefit Program and established the following four priority areas which have come to be known as "streams of work": - Care and Coverage for Low-Income People - Creates and supports programs that lower the financial barriers for the under- and uninsured. - Community Health Initiatives - Designs, delivers, and sustains long-term programs that engage communities in work to improve conditions in their neighborhoods. - Safety Net Partnerships - Builds partnerships with community clinics, local health departments, and public hospitals. Provides funding, technical assistance, dissemination of care management and quality improvements technology to help improve care and expand treatment capacity for vulnerable populations. - Developing and Disseminating Knowledge - Improves health care by sharing our knowledge- educating practitioners, advancing research, empowering consumers and informing policymakers about the evidence base for care and health. The Board elaborated that at least 75% of total community benefit funding will be directed to program priorities within the four streams of work and the remaining 25% of funding will be directed by local regions to respond to local community benefit needs and opportunities that may or may not be within the four key focus areas.
THE COMMUNITY BENEFIT PROGRAMS IN THE MID-ATLANTIC REGION		The Mid-Atlantic Health Plan expended approximately $69.6 million to support community benefit activities. A breakdown of the 2011 Community Benefit dollars attributable to the Mid-Atlantic Health Plan is included in Attachment A. The following identifies many of the signature community benefit programs and services grouped according to the national streams of work funded by the Mid-Atlantic Health Plan. CARE AND COVERAGE FOR LOW-INCOME PEOPLE There are roughly 49 million people in America without health care coverage. Uninsured, low-income individuals and families who are not eligible for public programs often have to rely on traditional charity care. Frequently, individuals in this situation may wait to seek medical care until their conditions become critical, and end up in hospital emergency rooms for treatment of conditions that are preventable or easily treated in earlier stages. In 2011, the Mid-Atlantic Health Plan expended $56.7 million to address the financing and delivery of health care for populations vulnerable due to socio-economic status, illness, ethnicity, age, or other factors. Program beneficiaries (under and uninsured) received free or discounted care in a Kaiser Permanente facility or by a Permanente provider. Charitable Care (Medical Financial Assistance and Charitable Health Coverage Programs) In the Mid-Atlantic States, Health Plan provides charity care to low-income vulnerable populations through the Medical Financial Assistance and Charitable Health Coverage Programs. In 2011, the Mid-Atlantic States Health Plan spent $44.5 million on under- and uninsured residents in Maryland, Virginia and the District of Columbia to serve more than 10,629 children and adults. Medical Financial Assistance- The Medical Financial Assistance (MFA) Program provides temporary financial assistance to individuals who are in both medical and financial need and ensures that collection practices do not further burden an individual or family in financial distress. The program is available to assist Health Plan members in reducing out-of-pocket costs such as co-payments, co-insurance, medical services and/or pharmacy. Nonmembers are offered assistance for specified medically necessary services related to an episode of care. In order to receive financial assistance, members and nonmembers must not be eligible to receive assistance under any other public or private program. MFA awards are only for services provided in Health Plan facilities. Kaiser Permanente's charity care program also includes discounted charges for uninsured patients below 400% of the federal poverty guidelines. Charitable Health Coverage- Charitable Health Coverage CHC) is a unique approach to caring for low-income uninsured persons in the community. Participants receive a regular Kaiser Permanente membership card and access to the full range of service and providers-a much better alternative to a brief and costly emergency room visit or hospitalization. This allows the Mid-Atlantic Health Plan to invest in the longer term health of patients and the communities. Since inception in the early 1980s, CHC programs have made a real difference in the lives of persons who might otherwise have no other source of care. The following describes two CHC programs in the Mid-Atlantic region. Bridge Program - This program enables participants to have comprehensive health care coverage at significantly reduced costs at a time when they are experiencing financial difficulties due to job loss, involuntary reduction in work hours, death, divorce, or legal separation from a spouse. Typically, these individuals are not eligible for any other public or private health care coverage and whose income is less than 300% of the federal poverty guidelines. Health Plan subsidizes either 90% or 95% of their monthly health care premium relative to the member's income. At the end of 2011, nearly 7,507 individuals were enrolled through community partners located in 12 local jurisdictions. Medical Care for Children Programs - In 2011, more than 3,100 children were enrolled in the program in five jurisdictions throughout the Mid-Atlantic Health Plan region. Children in these programs may not be eligible for public or private health care programs and must have family incomes of below 300% of the federal poverty guidelines. The program operated in partnership with local governments, hospitals and/or nonprofit community groups. Referrals to specialists not available from the Permanente Medical Group and inpatient hospitalizations are covered by the program's partners. This program targets children of "working poor" families.
Participation in Government-Sponsored Programs		In 2011, Mid-Atlantic Health Plan contributed $12.2 million to support the provision of medical care services to individuals in the following government-sponsored program: - The Maryland Medical Assistance Program provides funds to allow the state to increase rates that Medicaid pays to fee-for-service health care providers and managed care health care providers. The program helps increase the number of practitioners willing to serve Medicaid patients, and without such practitioners, access to care could be seriously curtailed for vulnerable populations in Maryland. - Medicaid - Kaiser Permanente served over 700 non-member medicaid pediatric patients as a primary care provider through priority partners at 8 medical offices in 2011. the mas health plan also invested in start up costs associated with becoming a medicaid managed care organization in the commonwealth of virgina. In 2011 CB funded the cost-based losses of $429,341 and medicaid start up costs of $1,158,035. COMMUNITY HEALTH INITIATIVES As an innovator in health, Kaiser Permanente designs, delivers, and sustains long-term programs that engage communities in work to improve conditions in their neighborhoods, workplaces, and schools to support good health, particularly Healthy Eating, Active Living (HEAL). The Mid-Atlantic Health Plan spent $2.5 million on community health initiatives during 2011. Health Eating Active Living Programs The Mid-Atlantic HEAL program provides a variety of community outreach activities and services to address the environmental factors that effect childhood and adult obesity. The focus is on increasing access to healthy foods, fun and safe places for children and adults to engage in physical activity as well as raise awareness and educate the consumer about ways to lead a healthier lifestyle through healthy eating and active living. Healthy Eating Activities include hosting a farmers market at the Baltimore City Plaza Medical Center, a farm stand at Camp Springs Medical Center, and a community garden at the White Marsh Medical Center. KP also continues to support Healthy Eating in Hard Times efforts to ensure food banks in the region include fresh, healthy foods. Mid-Atlantic Health Plan supports active living by helping to build healthy communities and sustain community-based organizations to address health where people live, work, learn, and play by targeting neighborhood environmental conditions, organizational practices, and public policies. Key HEAL partnerships include: The Port towns Community Health Partnership, Summit Health Institute for Research and Education (SHIRE), Alexandria Health Partnership, and DC promise Neighborhood. Safe Routes to School National Partnership was funded to design and implement programs with Washington Region elementary schools to create safe, convenient, and fun opportunities for children to bike and walk to and from school. Grants and Donations for Community Health Initiatives The Mid-Atlantic Health Plan donated $2.2 million to 34 nonprofit community organizations to support a variety of community health initiatives. The following are examples of programs and services funded in 2011: - american university was granted $95,000 to evaluate the progress of the implementation of the DC Healthy Schools act. - playworks education energized was provided a $95,000 grant to implement playworks unique model of physical activity and the play program in 45 low -income elementary schools in baltimore and Washington dc impacting 16,000 children daily SAFETY NET PARTNERSHIPS Through funding, technical assistance, public policy advocacy, training and volunteering, dissemination of care-management and quality improvement technologies, Kaiser Permanente helps these vital health care providers improve care and expand treatment capacity for the communities and vulnerable people they serve. In 2011, the Mid-Atlantic Health Plan spent $5.6 million to support 56 organizations that assist clinics, providers and the institutions on the front lines of healthcare to expand access to primary, specialty, and preventative care to low- income and unisured adults and children in the district of columbia, maryland, and virgina. Following are highlights from two of our signature partnerships: - in 2011, the community ambassador program grew from 2 nurse practitioners (NPs) to a total of 37 NPS and physician assistants placed in 16 safety net clinics in washington dc, suburban maryland and northern virginia. the purpose of the program is to expand the capacity of local safety net clinics to expand the healthcare access to the under/uninsured. - hypertension initiative- this is a new pilot partnership between kaiser permanente and 3 federally qualified health centers, one in washington dc, and two in maryland. the program is intended to build a bridge between KP and community clinics by providing specialty care for refractory hypertensive patients. Grants and donation for safety net partnerships- The mid-atlantic health plan invested $3.6 million and supported 56 communities agencies to enhance their ability to provide high quality care in a variety of settings. Active participation was continued in the Washington AIDS Collaborative and The Neighbors in Need Collaborative of The Community Foundation for the National Capital Region. The following are examples of programs and services funded: - IHI Scholarships to Safety NET Providers - Mid-Atlantic Health Plan provided training and education scholarships to 14 Safety NET clinicians from 8 Safety NET clinics to attend Institute for Health Improvement seminars and their annual meeting. Seven individuals attended the 23rd Annual Conference of Quality Improvement and one Medical Director was selected to participate on a KP sponsored panel discussion of Patient Medical Homes at the 23rd Annual IHI Conference. - IHI Scholarships were provided to 2 staff members of the People's Community Health Center in Baltimore Maryland to attend the Annual IHI Conference in Orlando. - IHI Scholarships were provided to 2 staff members of Greater Baden in Prince George's county Maryland to attend the Annual IHI Conference in Orlando. DEVELOPING AND DISSEMINATING KNOWLEDGE Kaiser Permanente aims to improve health care by sharing its knowledge, educating practitioners, advancing research, empowering consumers, and informing policymakers about the evidence base for care and health. The Mid-Atlantic Health Plan spent $1.9 million to support programs and services for the development and dissemination of knowledge and provided grants and donations to nonprofit organizations.
CLINICAL AND HEALTH SERVICES RESEARCH		In 2011, the Mid-Atlantic Health Plan spent approximately $641 thousand to support Community Benefit focused clinical and health services research. Many of the research studies address current health issues and improve care for common conditions where treatment often is linked to community-based efforts, and are broadly disseminated through articles and professional presentations. The Mid-Atlantic Permanente Research Institute (MAPRI) publishes and disseminates epidemiologic and health services research to improve the health and medical care of Kaiser Permanente members and the communities we serve. MAPRI has a specific focus on conducting research that can be translated into clinical practice and health promotion to influence the health of individuals and populations. MRI investigators collaborate on major research projects with national partners including the NIH, via National Institutes of Mental Health, National Institute of Allergy and Infectious Diseases, and AHRQ. These studies cover a broad range of topics, including HIV/AIDS, adherence to medical treatment, and asthma and other chronic conditions. Additionally, MAPRI researchers collaborate with other major non-profit healthcare institutions, including Johns Hopkins University, University of California, and Harvard University. The community benefit budget supports studies led by Mid-Atlantic Permanente Medical Group physicians, health plan investigators or MAPRI staff. In 2011, MAPRI published approximately 20 studies in peer-reviewed journals. Following are a few examples of those studies: The International Journal for Quality Health Care published a study that showed that doctors who communicate with their at risk diabetic patients more frequently using secure email tend to see better diabetes outcome measures across the patient panel. The association is particularly strong for panels with a high proportion of racial and ethnic minority patients who are at risk for worse disease outcomes. The authors postulate that making doctor-patient communication more accessible enables physicians and their patients to make more frequent adjustments to treatment regimens, ultimately improving patients' diabetes health. The American Journal for Managed Care published a paper which explored the data available for researchers and approaches that could be used to enhance the value of Medicare data for comparative effectiveness research (CER). The authors concluded that leveraging existing Medicare program elements combined with some administrative changes in data availability could create large datasets for evaluating treatment patterns, spending, and coverage decisions. - In 2011 Health Plan funded additional research efforts related to Oncology trials and epidemiology, HIV/AIDs, hepatitis and liver disease, cardiovascular disease, and Parkinson's disease. Kaiser Permanente aims to improve health care by sharing its knowledge, educating practitioners, advancing research, empowering consumers, and informing policymakers about the evidence base for care and health. The Educational Theatre Programs is a potent strategy for disseminating clinically-honed prevention messages to students, families, and their broader communities. Educational Theatre Programs (ETP) The Educational Theatre Program (ETP) has provided professional, award-winning health education for PK-12 for 25 years in Maryland, Virginia, and the District of Columbia. In 2011 ETP performed 273 shows, for ~ 51,000 children and adults at schools and other locations. The ETP shows include supplemental resource materials for students, teachers, and parents that reinforce the presentation. In 2011, ETP's repertoire included 4 shows: Professor Bodywise's Traveling Menagerie, The R-Files, The Amazing Food Detective, and Secrets. Additionally, ETP produced 5 videos describing its programs and 1 video entitled "Smart Eats" that delivers a nutritional message to elementary students. Grants and Donations for Knowledge Dissemination KP also supported a number of community groups with proceeds from a Donar Advised Fund (DAF) established with the Community Foundation for the National Capital Region. The DAF provided $1,600,000 in scholarships and capacity building grants to train allied health professionals at eight public institutions. The recipients were Baltimore City Community college, The Community College of the District of Columbia, Montgomery College, Prince George's Community College, Northern Virginia Community College, Howard County Community College, the Community College of Baltimore County, and the Universities at Shady Grove. These scholarships were targeted for low-income populations. KP also supported the work of Greater Washington DC Workforce Development Coalition through membership in its Steering Committee and Health care Working Group and a $100,000 grant to fund its efforts. OTHER COMMUNITY BENEFITS The Mid-Atlantic Health Plan spent approximately $3.0 million on other community benefits beyond the national streams of work. Martin Luther King Day - In 2011 Kaiser Foundation Health Plan expanded its use of KPCare.org using it not only for Martin Luther King Day registration but throughout the year for multiple volunteer events. For 2011 there were 46 volunteer opportunities posted with over 600 volunteers registered. For Martin Luther King Day Kaiser Foundation Health Plan facilitated 15 volunteer activities for employees and their families including working at soup kitchens, meal deliveries for home-bound individuals, filling care packages for shelters and even promoting the value of fresh fruits and veggies in the Annual Martin Luther King Day Parade in Baltimore City. Health Fairs - Kaiser Foundation Health Plan partnered with the United Way of the National Capital Area to present the 1st Annual Real Men Get Checked health fair during the summer. The event took place on the grounds of the DC Armory where Kaiser-Permanente volunteers and various partner organizations provided critical screenings to over 2,000 participants. Kaiser-Permanente also participated in ~30+ community health events as a result of Kaiser Foundation Health Plan's support through our Health Fair Program where we provide screening services for free to local non-profits. Employee Giving Campaign - In 2011 the campaign continued with dollar-for-dollar gift matching for employees contributing to specified non-profits. Regional Community Benefit Operations The Mid-Atlantic Health Plan has a dedicated Community Benefit Department with 15 full time employees to support regional community benefit programs and services and coordinate CB initiatives. With 2 FTEs dedicated to Medicaid Initiatives and 3 FTEs to directly support the Medical Financial Assistance Program via Patient Financial Services 2011 COMMUNITY BENEFIT INVESTMENT - MID-ATLANTIC STATES (attachment A) The following chart summarizes the 2011 Community Benefit investments in Maryland, Virginia and Washington, DC. The investments in the community reflected in the chart are unaudited. CARE AND COVERAGE Charitable Care and Coverage Programs $ 44,456,604 Government Sponsored Programs 12,245,849 Subtotal $56,702,453 COMMUNITY HEALTH INITIATIVES Community Health Initiatives Programs and Services $ 168,963 Grants & Donations for Community Health Initiatives 2,221,940 Community Health Initiatives CB operations 95,245 Subtotal $ 2,486,148 SAFETY NET PARTNERSHIPS Grants & Donations for Safety Net Partnerships $ 3,547,833 Safety Net cb operations 2,055,398 Subtotal $ 5,603,231 KNOWLEDGE DISSEMINATION Medical Research $ 640,699 Educational Theatre Programs 1,162,997 Grants & Donations for Knowledge Dissemination 50,000 knowledge dissemination cb operations 1,271 Subtotal $ 1,854,967 OTHER COMMUNITY BENEFITS Grants & Donations for other community benefits $ 1,273,275 other cb Operations 1,668,947 Subtotal $ 2,942,222 TOTAL $ 69,589,022
form 990, part vi, question 4		On March 3, 2011, Article E., Officers, of the Bylaws of the Corporation was amended to (a) provide that the officers of the Corporation may include one or more Group Presidents (Section E-1, Officers); (b) add a new Section E-8, Group President and/or Regional President, to describe the duties and responsibilities of those positions; (c) provide that the President shall be the Chief Operating Officer of the Corporation (Section E-7, President); and (d) provide clarification regarding leadership in the event of the absence or disability of the President (Section D-9, Executive Vice President or National Senior Vice President); and (e) to change the reference to "the President" in Sections E-3, E-4 and E-11 to "any President"
form 990, part vi, question 6		kaiser foundation health plan, INC is the sole member.
form 990, part vi, LINE 7A		KFHP appoints the directors (and fills vacancies and has authority to remove directors). The same 14 individuals who comprise the board of directors of KFHP also serve as the 14 directors of KFHP-CO, OH, NW, and MAS.
form 990, PART VI, LINE 7B		The following actions of the corporation require approval of the sole member. a) removal of the chairman of the board or the regional president; b) amendments to the bylaws that pertain to the member, the board of directors, or procedures for amending the bylaws (articles c, d, and h of the bylaws); c) amendment of the articles of incorporation
form 990, PART VI, LINE 11B		1. Key information necessary for the preparation of the tax return is obtained and/or confirmed with internal sources including regional finance, executive compensation, community benefits, treasury, government relations, and legal. 2. Community benefits details are presented to the community benefit committee of the board for review. 3. Executive compensation details are presented to the compensation committee of the board for review. 4. The complete tax return is reviewed and signed by a Pricewaterhousecoopers LLC tax advisor. 5. The complete tax return is reviewed and signed by an officer or a member of management designated by an officer. 6. The tax return is discussed with the full board of directors. A copy of the return is provided to each board member in electronic format prior to filing.
form 990, PART VI, LINE 12C		Regularly and Consistently Monitors Compliance with the Conflicts of Interest Policy Kaiser Permanente regularly monitors compliance with the Conflicts of Interest Policy in 3 key ways: 1.The Kaiser Permanente Compliance Hotline is available to all employees and vendors to report actual or potential conflicts of interest. All calls are answered by a third party and provided to Kaiser Permanente's National Compliance office for review and appropriate action. Employees can report anonymously and without fear of retaliation. Reports of actual or potential Conflicts of Interest are generated and investigations are conducted as required and information is tracked and trended to determine if additional guidance is required to avoid conflicts of interest. Compliance Hotline Reports are provided for review and action to the Kaiser Foundation Health Plan/ Hospitals Boards of Directors annually. 2.The Senior Vice President & Chief Compliance Officer and the Vice President of Internal Audit Services annually review the directors', officers', key employees', and executives' Annual Conflicts of Interest Questionnaire disclosures and provide direction on any investigations required. Investigations are documented, tracked and trended to determine if additional controls or education is required; In addition, Conflicts of Interest Questionnaire Reports are provided for review and action to the Kaiser Foundation Health Plan/ Hospitals Boards of Directors annually; and 3. Annually, as a component of the external audit, KPMG reviews the Annual Conflicts of Interest Questionnaires completed by Directors, Officers, Key Employees, and Executives, and actions taken as a result of the disclosures. The results of the annual audit, including any findings in this area are presented to the Kaiser Foundation Health Plan/ Hospitals Audit and Compliance Committee. Regularly and Consistently Enforces Compliance with the Conflicts of Interest Policy To ensure consistency in the enforcement of the policy Kaiser Permanente uses the following steps as a general guideline: A. Represented employees are subject to any corrective/disciplinary action provisions described in specific regional/national collective bargaining agreements and/or organizational policies and practices. B. Kaiser Permanente notifies employees of the National Human Resources Policy No. 14. Corrective/Disciplinary Action Policy during new employee orientation and in annual compliance training. C. In the event that it is necessary to discipline any employee because of, but not limited to, failure to comply with applicable legal/regulatory requirements, Kaiser Permanente policies and procedures, or the Principles of Responsibility, or for unsatisfactory performance or misconduct, coaching/counseling and/or corrective/disciplinary action may include, but is not limited to: (I) Oral discussion and/or warning by the employee's immediate supervisor or higher level manager to correct the problem (II) Written notice, with or without final warning (III) Paid or unpaid suspension, with or without final warning (IV) Termination of employment
form 990, PART VI, LINE 15A/B		The executive compensation program is designed to recruit, retain and motivate qualified senior management personnel. Senior management personnel have a significant impact on the strategic and policy direction and results of the organization. Therefore, the executive compensation program is, to a significant degree, performance-based. The compensation program is reviewed annually by the Compensation Committee of the Board of Directors which evaluates and approves, prior to payment, all programs and payments to CEO, Executive Director and top management officials (executives). Base pay for executive positions is established at a level comparable to the relevant market. In addition, other components of the compensation program bear 'at-risk' features designed to focus on strategically important performance goals and to assist in attracting and retaining top performers. The executive compensation program is targeted at the median of the comparable external market in which the organization competes for executive leadership. Evaluation of comparable pay data is performed by an Independent Compensation, Benefit & Human Resource Consulting firm. The compensation program focuses on objectives in the areas of quality of member care and service, financial soundness, and the community and social mission of the organization.
Form 990, Part VI, Line 19		Governing documents - are available as provided to state Dept. of Insurance and maintained on state agency website or upon request. Conflict of Interest is available on KP website under vendor Principles of Responsibility or upon request. Financial Statements are on file with state insurance agency on a statutory basis (stand alone entity) Combined data is published for Kaiser Foundation Health Plan Inc. and subsidiaries and Kaiser Foundation Hospitals and Subsidiaries with audit opinion by KPMG and is available upon request. To request copies contact: VP - NATIONAL Tax COMPLIANCE Kaiser Foundation Health Plan and Hospitals One Kaiser Plaza, 15L Oakland, CA 94612
form 990, Part VII, section A, column B		Individuals who are both officers and members of Boards of Directors work full time as employees as well as fulfill their board assignment. All officers work full time in their employee capacity. Full time work may require in excess of the traditional 40 hour week. Given the integrated nature of our organization, employees may provide support for various Kaiser Permanente companies. The average hours per week reported for the filing organization and related organizations was estimated.
Form 990, Part XI, Line 5		CHANGE IN OTHER COMPREHENSIVE INCOME $ (64,858,903) CHANGE IN UNREALIZED GAIN (1,225,416) OTHER THAN TEMPORARY IMPAIRMENTS (838,752) TAX GAIN ON SALE OF INVESTMENTS (1,675,947) BOOK GAIN ON SALE OF INVESTMENTS 2,190,043 TOTAL $ (66,408,975)
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Cassel,Christine TITLE:director HOURS:7
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Chapman,Thomas TITLE:director HOURS:10
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Garcia,Daniel P TITLE:SVP, Chief Compliance Officer HOURS:48
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Graber,William TITLE:director HOURS:8
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Grigsby III, J. Eugene TITLE:director HOURS:7
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Halvorson,George C TITLE:Chairman and CEO HOURS:45
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Johansen,Judith TITLE:director HOURS:6
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Kaiser,Kim J. TITLE:director HOURS:8
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Marineau,Philip TITLE:director HOURS:6
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Ming,Jenny TITLE:director HOURS:5
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Pei,Edward TITLE:director HOURS:8
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Porfido,Meg TITLE:director HOURS:6
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Purcell,J. Neal TITLE:director HOURS:9
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Telles,Cynthia TITLE:director HOURS:7
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:thompkins, Sandra TITLE:director HOURS:5
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Kawamura,Marilyn TITLE:Region President - Mid-Atlanti HOURS:10
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Lancaster,Kathryn TITLE:EVP & CFO HOURS:46
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Meier,Thomas R. TITLE:SVP, Corporate Treasurer HOURS:47
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Orndoff,Donald H TITLE:SVP, NFS HOURS:45
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:ROTH,ROCHELLE M TITLE:SENIOR DIRECTOR,QRM HOURS:45
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Southam,Arthur M TITLE:EVP, HP Operations HOURS:45
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Stokes,Deborah TITLE:SVP, Controller & CAO HOURS:46
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Tyson,Bernard J TITLE:President & COO HOURS:45
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Zatkin, Victoria TITLE:VP. Off of Brd & corp gov svcs HOURS:46
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Zemelman,Mark S. TITLE:SVP, Gen Counsel & Secretary HOURS:47
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:adams, gregory TITLE:grp president & regional pres HOURS:20
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Burnett,Ruben J. TITLE:VP, Mktg, Sales & Bus Developm HOURS:20
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Collins,Linda M TITLE:COO - MAS HOURS:20
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Harris-Muller,Carrie TITLE:VP, Chief Administrative Offic HOURS:20
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Hunter,Kendall D. TITLE:SVP, Health Ins Exchange Op HOURS:20
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Bradley,Russell K TITLE:VP, HP Services & Admin HOURS:20
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Brittain,Judith L TITLE:VP, Delivery Systems Op HOURS:20
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Jaeger,Mary Elizabeth TITLE:VP, HR - MAS HOURS:20
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Lewis,Kay W TITLE:VP, UM, Risk Mgmt & Quality HOURS:20
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Maghami,Ferial G. TITLE:Exec Dir, Provider Affairs HOURS:20
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Zatkin,Steven R. TITLE:consultant HOURS:

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

KAISER FOUNDATION HEALTH PLAN OF THE
MID-ATLANTIC STATES INC

Employer identification number

52-0954463

Part I

Identification of Disregarded Entities (Complete if the organization answered "Yes" on Form 990, Part IV, line 33.)

(a) Name, address, and EIN of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled organization
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) KAISER FOUNDATION HEALTH PLAN INC ONE KAISER PLAZA 15L OAKLAND,CA94612 94-1340523	HEALTH CARE	CA	501(c)(3)	9	NA		No
(2) KAISER FOUNDATION HOSPITALS ONE KAISER PLAZA 15L OAKLAND,CA94612 94-1105628	HEALTH CARE	CA	501(c)(3)	3	KFHP INC	Yes
(3) KAISER FDN HEALTH PLAN OF COLORADO ONE KAISER PLAZA 15L OAKLAND,CA94612 84-0591617	HEALTH CARE	CO	501(c)(3)	9	KFHP INC	Yes
(4) KAISER FDN HEALTH PLAN OF GEORGIA INC ONE KAISER PLAZA 15L OAKLAND,CA94612 58-1592076	HEALTH CARE	GA	501(c)(3)	9	KFHP INC	Yes
(5) KAISER FDN HEALTH PLAN OF THE NORTHWEST ONE KAISER PLAZA 15L OAKLAND,CA94612 93-0798039	HEALTH CARE	OR	501(c)(3)	9	KFHP INC	Yes
(6) KAISER FDN HEALTH PLAN OF OHIO ONE KAISER PLAZA 15L OAKLAND,CA94612 34-0922268	HEALTH CARE	OH	501(c)(3)	9	KFHP INC	Yes
(7) KAISER HEALTH PLAN ASSET MANAGEMENT INC ONE KAISER PLAZA 15L OAKLAND,CA94612 94-3299124	ASSET MGMT	CA	501(c)(3)	11 - I	KFHP INC	Yes
(8) LOKAHI ASSURANCE LTD ONE KAISER PLAZA 15L OAKLAND,CA94612 91-2171891	RISK MGMT	HI	501(c)(3)	11 - I	KFHP INC	Yes
(9) KAISER HOSPITAL ASSET MANAGEMENT INC ONE KAISER PLAZA 15L OAKLAND,CA94612 94-3299125	ASSET MGMT	CA	501(c)(3)	11 - I	KFH	Yes
(10) CAMP BOWIE SERVICE CENTER ONE KAISER PLAZA 15L OAKLAND,CA94612 94-3299123	HEALTH CARE	CA	501(c)(3)	11- I	KFHP INC	Yes
(11) OHP ONE KAISER PLAZA 15L OAKLAND,CA94612 93-0480268	LEASING	WA	501(c)(3)	11 - I	KFHP INC	Yes
(12) KAISER HEALTH ALTERNATIVES ONE KAISER PLAZA 15L OAKLAND,CA94612 93-0954562	HEALTH CARE	WA	501(c)(3)	9	KFHP INC	Yes
(13) 1800 HARRISON FOUNDATION ONE KAISER PLAZA 15L OAKLAND,CA94612 94-3317484	FINANCING	CA	501(c)(3)	11 - II	KFHP INC	Yes
(14) KAISER HOSPITAL ASSISTANCE CORPORATION ONE KAISER PLAZA OAKLAND,CA94612 31-1779500	FINANCING	CA	501(c)(3)	11 - III-O	KFH	Yes

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2011

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity		(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) HCMS LLC ONE KAISER PLAZA 15L OAKLAND,CA94612 20-3924985	CASE MGMT	CA	NA	none	0	0		No	0		No
(2) kaiser permanente ventures LLC one kaiser plaza 15L oakland,CA94612 27-3339892	investment	CA	na	none	0	0		No	0		No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership
(1) OAK TREE ASSURANCE LTD ONE KAISER PLAZA 15L OAKLAND,CA94612 03-0329760	INSURANCE	VT	NA	C CORP	0	0	0 %
(2) KAISER PERMANENTE INSURANCE COMPANY ONE KAISER PLAZA 15L OAKLAND,CA94612 94-3203402	INSURANCE	CA	NA	C CORP	0	0	0 %
(3) KAISER PROPERTY SERVICES INC ONE KAISER PLAZA 15L OAKLAND,CA94612 94-3259432	REAL ESTATE	CA	NA	C CORP	0	0	0 %
(4) ARCHIMEDES INC ONE KAISER PLAZA 15L OAKLAND,CA94612 20-3774729	CONSULTING	CA	NA	C CORP	0	0	0 %
(5) KAISER PERMANENTE INTERNATIONAL ONE KAISER PLAZA 15L OAKLAND,CA94612 94-3245176	CONSULTING	CA	NA	C CORP	0	0	0 %

Schedule R (Form 990) 2011

Page 3

Part V

Transactions With Related Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35, 35A, or 36.)

Note. Complete line 1 if any entity is listed in Parts II, III or IV.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

Yes

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

f Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

h Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

l Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

m Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

n Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

o Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

p Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

r Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of other organization	(b) Transaction type(a-r)	(c) Amount involved	(d) Method of determining amount involved
(1) kaiser foundation hospitals	a	41,096	per agreement
(2) kaiser foundation hospitals	e	50,000,000	per agreement
(3) KAISER FOUNDATION HOSPITALS	g	6,507	PER AGREEMENT
(4) KAISER FOUNDATION HEALTH PLAN INC	K	6,894,779	PER AGREEMENT
(5) KAISER FOUNDATION HOSPITALS	K	5,202,958	PER AGREEMENT
(6) KAISER FOUNDATION HEALTH PLAN OF COLORADO	K	503,745	PER AGREEMENT
(7) KAISER FOUNDATION HEALTH PLAN OF GEORGIA	K	609,177	PER AGREEMENT
(8) KAISER FOUNDATION HEALTH PLAN OF THE NW	K	292,592	PER AGREEMENT
(9) KAISER FOUNDATION HEALTH PLAN OF OHIO	K	195,655	PER AGREEMENT
(10) KAISER PERMANENTE INSURANCE COMPANY	K	1,679,358	PER AGREEMENT
(11) camp bowie service center	k	4,134,748	per agreement
(12) KAISER FOUNDATION HEALTH PLAN INC	L	58,336,907	PER AGREEMENT
(13) KAISER FOUNDATION HOSPITALS	L	942,095,980	PER AGREEMENT
(14) KAISER FOUNDATION HEALTH PLAN OF COLORADO	L	268,639	PER AGREEMENT
(15) KAISER FOUNDATION HEALTH PLAN OF GEORGIA	L	1,149,007	PER AGREEMENT
(16) KAISER FOUNDATION HEALTH PLAN OF THE NW	L	83,706	PER AGREEMENT
(17) KAISER FOUNDATION HEALTH PLAN OF OHIO	L	201,974	PER AGREEMENT
(18) camp bowie service center	l	398,274	per agreement
(19) KAISER PERMANENTE INSURANCE COMPANY	L	26,792,782	PER AGREEMENT
(20) LOKAHI ASSURANCE LTD	L	90,552,000	PER AGREEMENT
(21) OAK TREE ASSURANCE LTD	L	3,628,978	PER AGREEMENT
(22) ordway indemnity	l	589,200	per agreement
(23) KAISER FOUNDATION HEALTH PLAN of colorado	N	11,635	PER AGREEMENT
(24) KAISER FOUNDATION HEALTH PLAN INC	O	48,779,995	PER AGREEMENT
(25) KAISER FOUNDATION HOSPITALS	O	22,364,958	PER AGREEMENT
(26) KAISER FOUNDATION HEALTH PLAN OF COLORADO	O	1,396,500	PER AGREEMENT
(27) KAISER FOUNDATION HEALTH PLAN OF GEORGIA	O	144,216	PER AGREEMENT
(28) KAISER FOUNDATION HEALTH PLAN OF THE NW	O	6,832	PER AGREEMENT
(29) KAISER FOUNDATION HEALTH PLAN OF OHIO	O	25,420	PER AGREEMENT
(30) KAISER FOUNDATION HEALTH PLAN INC	P	14,473,003	PER AGREEMENT
(31) KAISER FOUNDATION HOSPITALS	P	700,826,074	PER AGREEMENT
(32) KAISER FOUNDATION HEALTH PLAN OF COLORADO	P	71,040	PER AGREEMENT
(33) KAISER FOUNDATION HEALTH PLAN OF GEORGIA	P	65,309	PER AGREEMENT
(34) KAISER FOUNDATION HEALTH PLAN OF THE NW	P	17,656	PER AGREEMENT
(35) KAISER FOUNDATION HEALTH PLAN OF OHIO	P	37,150	PER AGREEMENT
(36) LOKAHI ASSURANCE LTD	P	10,473,036	PER AGREEMENT
(37) kaiser permanente insurance company	p	6,229,715	per agreement
(38) oak tree assurance ltd	p	1,332,584	per agreement
(39) KAISER FOUNDATION HEALTH PLAN INC	Q	220,462	PER AGREEMENT
(40) lokahi assurance ltd	q	20,594,000	per agreement

Schedule R (Form 990) 2011

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 37.)

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2011

Page 5

Part VII

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

Identifier	Return Reference	Explanation

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: TO PROVIDE HIGH-QUALITY, AFFORDABLE HEALTH CARE SERVICES TO IMPROVE THE HEALTH OF OUR MEMBERS AND THE COMMUNITIES WE SERVE
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a).....	3	14
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	12
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ...	5	5,964
6	Total number of volunteers (estimate if necessary) ....	6	314
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ..	7a	153,939
b	Net unrelated business taxable income from Form 990-T, line 34 ..	7b

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	16,275
9	Program service revenue (Part VIII, line 2g) .........	2,167,518,178	2,272,514,533
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	14,051,735	7,423,339
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	844,684	587,969
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	2,182,414,597	2,280,542,116
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	13,959,286	6,464,946
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	484,757,781	509,803,098
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24f)....	1,717,688,949	1,817,965,316
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	2,216,406,016	2,334,233,360
19	Revenue less expenses. Subtract line 18 from line 12.......	-33,991,419	-53,691,244
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	770,152,177	985,638,340
21	Total liabilities (Part X, line 26).............	671,862,797	1,007,449,179
22	Net assets or fund balances. Subtract line 21 from line 20.....	98,289,380	-21,810,839

Sign Here

	Signature of officer	Date

	Type or print name and title.


4a	(Code: ) (Expenses $ 2,109,910,460 including grants of $ 6,464,946 ) (Revenue $ 2,269,601,372 )
	member health care services and medical training for care improvement- Kaiser Foundation Health Plan of the Mid-Atlantic States (KFHP of MAS) provides medical and surgical care, including urgent care services, extended care and home health care, for its members without regards to age, sex, race, religion or national origin or the ability to pay. KFHP of MAS educates and trains medical students and other health care professionals and promotes scientific and nursing education in order to improve care. Additional information about Mid-Atlantic States Health Plan's charitable activities can be found in Schedule O.

4b	(Code: ) (Expenses $ 47,070,005 including grants of $ ) (Revenue $ 2,584,007 )
	Charitable Care (Medical Financial Assistance and Charitable Coverage) Health Plan provides charity care to low-income vulnerable patients through the Medical Financial Assistance (MFA) and Charitable Health Coverage (CHC) Programs. MFA - Health Plan offers financial assistance to help families and individuals that are unable to pay for all or part of the cost of urgent or emergent care provided in Kaiser Permanente facilities. In 2011, this program assisted 704 applicants, providing 2,842 prescriptions and 3,888 outpatient visits. CHC - these programs are available to low income adults and children who are not eligible for other public or privately sponsored coverage. More than 10,629 patients received comprehensive care for up to four years through these programs.

4c	(Code: ) (Expenses $ 12,421,064 including grants of $ ) (Revenue $ 175,215 )
	Participation in Government Sponsored Programs Mid-Atlantic Health Plan contributed $12.4 million to support the provision of medical care services to individuals in the state of Maryland. The Maryland Medical Assistance Program (MMA) provides funds to allow the state to increase rates that Medicaid pays to fee-for-service and managed care health care providers. The MMA program helps increase the number of practitioners willing to serve Medicaid patients, and without such practitioners, access to care could be seriously curtailed for vulnerable populations in Maryland.

	(Code: ) (Expenses $ 5,764,127 including grants of $ ) (Revenue $ )
	SEE COMMUNITY BENEFIT REPORT

4d	Other program services (Describe in Schedule O.)
	(Expenses $ 5,764,127 including grants of $ ) (Revenue $ )
4e	Total program service expenses$ 2,175,165,656

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) CasselChristine director	.5	X			184,500
(2) ChapmanThomas director	1.0	X		11,000	180,695	89,109
(3) GarciaDaniel P SVP, Chief Compliance Officer	2.0	X			1,228,765	73,604
(4) GraberWilliam director	.5	X			208,269
(5) Grigsby III J Eugene director	1.0	X		11,000	199,900
(6) HalvorsonGeorge C Chairman and CEO	5.0	X	X		7,861,915	74,595
(7) JohansenJudith director	.5	X			200,075
(8) KaiserKim J director	.5	X			124,500
(9) MarineauPhilip director	.5	X			200,769
(10) MingJenny director	.3	X			179,269
(11) PeiEdward director	.5	X			173,000	16,500
(12) PorfidoMeg director	.5	X			35,013
(13) PurcellJ Neal director	.5	X			221,858
(14) TellesCynthia director	.5	X		0	195,613	0
(15) thompkins Sandra director	.5	X		0	39,031	0
(16) KawamuraMarilyn Region President - Mid-Atlanti	40.0		X		1,042,189	213,395
(17) LancasterKathryn EVP & CFO	4.0		X		2,109,102	289,626

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)					(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) MeierThomas R SVP, Corporate Treasurer	3.0	X					802,247	110,802
(19) OrndoffDonald H SVP, NFS	5.0	X					634,274	137,999
(20) PetersenDeAnne VP, CFO - MAS	50.0	X					462,981	84,221
(21) ROTHROCHELLE M SENIOR DIRECTOR,QRM	5.0	X					196,984	42,093
(22) SouthamArthur M EVP, HP Operations	5.0	X					2,649,224	348,687
(23) SpurlarkSusan VP, Regional Counsel	50.0	X					461,856	117,953
(24) StokesDeborah SVP, Controller & CAO	4.0	X					720,302	118,018
(25) TysonBernard J President & COO	5.0	X					2,800,296	482,152
(26) Zatkin Victoria VP. Off of Brd & corp gov svcs	4.0	X					314,768	84,531
(27) ZemelmanMark S SVP, Gen Counsel & Secretary	3.0	X					778,576	191,923
(28) adams gregory grp president & regional pres	30.0	X				0	2,064,333	292,548
(29) BurnettRuben J VP, Mktg, Sales & Bus Developm	30.0		X			0	442,038	97,164
(30) CollinsLinda M COO - MAS	30.0		X				310,527	93,034
(31) Harris-MullerCarrie VP, Chief Administrative Offic	30.0		X				399,859	72,507
(32) HunterKendall D SVP, Health Ins Exchange Op	30.0		X				645,704	108,133
(33) BradleyRussell K VP, HP Services & Admin	30.0			X		278,918	0	58,860
(34) BrittainJudith L VP, Delivery Systems Op	30.0			X		256,381	0	69,646
(35) JaegerMary Elizabeth VP, HR - MAS	30.0			X			323,904	82,623
(36) LewisKay W VP, UM, Risk Mgmt & Quality	30.0			X			380,775	132,592
(37) MaghamiFerial G Exec Dir, Provider Affairs	30.0			X			503,398	67,762
(38) ZatkinSteven R consultant	0.0				X		574,121	76,925

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	557,299	29,850,630	3,627,002

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f		16,275
g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			16,275
			Business Code
2a	MBR HLTH CARE PREM		621,400	1,962,865,679	1,962,865,679
b	SUPPL CHARGE/PHARM		621,400	101,164,362	101,039,526	124,836
c	NON-PLAN & IND REV		621,400	3,279,923	3,279,923
d	OTHER PRGM SERVICE		621,400	16,221,688	16,192,585	29,103
e	MEDICARE/MEDICAID		621,400	188,982,881	188,982,881
f	All other program service revenue .
g	Total. Add lines 2a–2f........			2,272,514,533
3	Investment income (including dividends, interest
	and other similar amounts).....			5,842,449			5,842,449
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties............			0
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	212,144,567	31,190
b	Less: cost or other basis and sales expenses	210,468,620	126,247
c	Gain or (loss)	1,675,947	-95,057
d	Net gain or (loss)..........			1,580,890			1,580,890
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...			0
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..			0
Miscellaneous Revenue			Business Code
11a	PARKING LOT			587,969			587,969
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			587,969
12	Total revenue. See Instructions....			2,280,542,116	2,272,360,594	153,939	8,011,308


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........			7,993,398	1	8,202,358
2	Savings and temporary cash investments .......			0	2	0
3	Pledges and grants receivable, net .........			0	3	0
4	Accounts receivable, net .........			66,479,635	4	70,625,433
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........			0	5	0
6	Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
	Schedule L ..........			0	6	0
7	Notes and loans receivable, net .............			0	7	0
8	Inventories for sale or use ..............			22,448,940	8	22,901,293
9	Prepaid expenses and deferred charges ............			5,359,168	9	6,011,700
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	995,078,729
b	Less: accumulated depreciation. .....	10b	413,944,169	433,985,492	10c	581,134,560
11	Investments—publicly traded securities ..........			230,590,819	11	292,101,623
12	Investments—other securities. See Part IV, line 11 ......			0	12	0
13	Investments—program-related. See Part IV, line 11 ..			0	13	0
14	Intangible assets .........			0	14	0
15	Other assets. See Part IV, line 11 ...........			3,294,725	15	4,661,373
16	Total assets. Add lines 1 through 15 (must equal line 34)...			770,152,177	16	985,638,340
17	Accounts payable and accrued expenses .			243,566,511	17	241,645,685
18	Grants payable ..........			0	18	0
19	Deferred revenue ..........			4,207,108	19	17,315,489
20	Tax-exempt bond liabilities ..........			12,939,271	20	12,913,877
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			0	21	0
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........			0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..			0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....			0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D.....			411,149,907	25	735,574,128
26	Total liabilities. Add lines 17 through 25.....			671,862,797	26	1,007,449,179
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....				27
28	Temporarily restricted net assets .....				28
29	Permanently restricted net assets .....				29
	Organizations that do not follow SFAS 117, check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....			6,795,610	30	6,795,610
31	Paid-in or capital surplus, or land, building or equipment fund .....			0	31	0
32	Retained earnings, endowment, accumulated income, or other funds			91,493,770	32	-28,606,449
33	Total net assets or fund balances .....			98,289,380	33	-21,810,839
34	Total liabilities and net assets/fund balances .....			770,152,177	34	985,638,340