2017-05-09T15:56:42-05:00 2016-06-30 910189318 MOSS ADAMS LLP 101 SECOND STREET SUITE 900 SAN FRANCISCO CA 94105 990 2015-07-01 952500201 WESTERN GROWERS ASSURANCE TRUST FUND WEST 9498631000 15525 SAND CANYON AVE IRVINE CA 92618 WARD KENNEDY SVP/CFO 9498631000 2017-05-09 1 RENIE BURBANK P00159653 4159561500 2015 2021-01-29 14:40:06Z DAVE ZANZE 15525 SAND CANYON AVE IRVINE CA 92618 277557340 0 X WWW.WGAT.COM X 1957 CA WESTERN GROWERS ASSURANCE TRUST PROVIDES WESTERN GROWERS' MEMBERS WITH PLANS, OPTIONS AND PRICES FOR GROUP HEALTHCARE BENEFIT PROGRAMS THAT ARE OFFERED TO ITS EMPLOYEES. 8 8 202 8 2423338 1489486 0 0 183441565 210218568 4424226 2451408 0 0 187865791 212669976 0 0 144432706 176250512 12532300 13295138 0 0 0 25666071 23805216 182631077 213350866 5234714 -680890 102202190 97943543 48472477 53611903 53729713 44331640 WESTERN GROWERS ASSOCIATION'S MISSION IS TO ENHANCE THE COMPETITIVENESS AND PROFITABILITY OF OUR MEMBERS, AND TO LEAD OUR MEMBERS AND THE FRESH PRODUCE INDUSTRY TOWARD A HEALTHY, SUSTAINABLE AND PROFITABLE FUTURE. 0 0 IT IS WESTERN GROWERS' VISION TO GUIDE OUR MEMBERS TOWARD A HEALTHY, SUSTAINABLE AND PROFITABLE FUTURE BY OFFERING QUALITY SERVICES AND PROGRAMS THAT COMPLEMENT THEIR BUSINESSES. WESTERN GROWERS ASSURANCE TRUST PROVIDES WESTERN GROWERS MEMBERS WITH PLANS, OPTIONS AND PRICES FOR GROUP HEALTHCARE BENEFIT PROGRAMS THAT ARE OFFERED TO ITS EMPLOYEES OF WHICH CONSIST OF GROWERS, PACKERS, SHIPPERS AND PROCESSORS OF FRESH FRUIT, VEGETABLES AND NUTS. 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 1 X 5505 0 1 202 1 1 1 0 0 0 0 0 X 8 8 0 0 0 0 0 0 0 1 1 0 0 0 1 1 1 1 1 1 0 0 CA X WARD KENNEDY 9498632383 15525 SAND CANYON AVE IRVINE CA 92618 DAVID GILL CHAIRMAN 0.25 0.00 X X 0 0 0 JOHN D'ARRIGO VICE CHAIRMAN 0.25 1.00 X X 0 0 0 EDWIN CAMP TRUSTEE 0.25 1.00 X 0 0 0 BILL CHANEY TRUSTEE 0.25 0.00 X 0 0 0 TOM FINN TRUSTEE 0.25 0.00 X 0 0 0 DENNIS JOHNSTON TRUSTEE 0.25 0.00 X 0 0 0 JOHN MAULHARDT TRUSTEE 0.25 0.00 X 0 0 0 STEPHEN F PATRICIO TRUSTEE 0.25 1.00 X 0 0 0 RON RATTO TRUSTEE 0.25 1.00 X 0 0 0 JOHN WILKINSON TRUSTEE 0.25 0.00 X 0 0 0 THOMAS A NASSIF PRESIDENT/CEO 20.00 20.00 X 515768 515768 36410 DAVID ZANZE EXECUTIVE VICE PRESIDENT 28.00 12.00 X 265218 113665 31490 WARD KENNEDY SENIOR VICE PRESIDENT/CFO 12.00 28.00 X 85151 198687 39756 PATRICIA BENKOWSKI VP OF INSURANCE OPERATIONS 28.00 12.00 X 152003 65144 26227 JONATHAN ALEXANDER GENERAL LEGAL COUNSEL 40.00 0.00 X 239948 0 33911 LAWRENCE J LABRIOLA ASST. VP OF UNDERWRITING 40.00 0.00 X 169645 0 30244 LESSLIE D WILLIAMS CHIEF INFORMATION OFFICER 28.00 12.00 X 128272 54973 30840 ROBERT TWIDWELL ASSISTANT VP ADMIN 28.00 12.00 X 127306 54560 10409 HUYEN NGUYEN DIR OF BUS. PROCESSES 28.00 12.00 X 79706 34160 25383 1763017 1036957 264670 9 0 1 0 EMDEON PO BOX 572490 MURRAY UT 84157 DATA PROCESSING 705305 VERISK HEALTH INC 201 JONES ROAD 4TH FLOOR WALTHAM MA 02451 MEDICAL INTELLIGENCE 432772 AMERICAN HEALTH CARE INC 3850 ATHERTON ROAD ROCKLIN CA 95765 DISEASE MANAGEMENT 311891 MCKESSON HEALTH SOLUTIONS 22423 NETWORK PLACE CHICAGO IL 60673 CLINICAL ASSESSMENT TOOL 213800 SIR SPEEDY 40 TESLO SUITE B IRVINE CA 92618 PRINTING SERVICES 199315 7 EMPLOYER CONTRIBUTION 525920 210218568 210218568 210218568 776668 623109 153559 66562104 64761875 125489 1800229 -125489 1674740 1800229 -125489 212669976 210218568 2423338 28070 176250512 1088454 8396902 763571 1781914 1264297 58815 104588 61220 436889 15769726 1894595 521381 1123908 101001 22779 587833 220951 ACA TAXES & FEES 1705810 FEDERAL & STATE INCOME 410376 MISC EXPENSES 405991 REPAIR AND MAINTENANCE 379353 213350866 302282 864266 35665679 40371016 -176207 796710 1867134 1986172 4041243 1752084 1528307 2289159 61690692 50519907 1324303 1116313 102202190 97943543 11664109 11339327 142921 175661 36665447 42096915 48472477 53611903 X 53729713 44331640 0 0 0 0 53729713 44331640 102202190 97943543 X -680890 -3210669 -5506514 X 0 1 X 1 0 71345 27563 43782 2122004 1464496 657508 1847894 260025 1587869 2289159 PLAN BENEFIT OBLIGATIONS 41178965 DUE TO AFFILIATES 917950 42096915 209584796 -3210669 -3210669 212795465 -125489 -125489 212669976 213476355 125489 125489 213350866 0 213350866 PART XI, LINE 4B - OTHER ADJUSTMENTS: RECLASSIFICATION RELATING TO DISPOSAL OF FIXED ASSETS -125,489. PART XII, LINE 2D - OTHER ADJUSTMENTS: RECLASSIFICATION RELATING TO DISPOSAL OF FIXED ASSETS 125,489. SCHEDULE D, PART X, LINE 2: THE TRUST ESTABLISHED UNDER THE PLAN TO HOLD THE PLAN'S ASSETS IS INTENDED TO BE QUALIFIED UNDER INTERNAL REVENUE CODE (IRC) SECTION 501(C)(9) AND BE EXEMPT FROM FEDERAL INCOME TAXES UNDER IRC SECTION 501(A). THERE IS NO FIN 48 (ASC 740) FOOTNOTE TO THE ORGANIZATION'S FINANCIAL STATEMENTS. X X X 1 1 X X X X 0 0 0 THOMAS A NASSIF PRESIDENT/CEO 366238 366238 117500 117500 32030 32030 13000 13000 5205 5205 533973 533973 0 0 DAVID ZANZE EXECUTIVE VICE PRESIDENT 228152 97780 32866 14085 4200 1800 18200 7800 3843 1647 287261 123112 0 0 WARD KENNEDY SENIOR VICE PRESIDENT/CFO 71972 167935 11379 26552 1800 4200 7800 18200 4127 9629 97078 226516 0 0 PATRICIA BENKOWSKI VP OF INSURANCE OPERATIONS 138370 59301 13633 5843 0 0 14516 6221 3843 1647 170362 73012 0 0 JONATHAN ALEXANDER GENERAL LEGAL COUNSEL 222154 0 17794 0 0 0 23502 0 10409 0 273859 0 0 0 LAWRENCE J LABRIOLA ASST. VP OF UNDERWRITING 159712 0 9933 0 0 0 16489 0 13755 0 199889 0 0 0 LESSLIE D WILLIAMS CHIEF INFORMATION OFFICER 117185 50222 11087 4751 0 0 11959 5125 9629 4127 149860 64225 0 0 ROBERT TWIDWELL ASSISTANT VP ADMIN 127306 54560 0 0 0 0 0 0 7286 3123 134592 57683 0 0 SCHEDULE J, PART I, LINE 1A: FIRST CLASS OR CHARTER TRAVEL THE CEO IS PERMITTED TO FLY FIRST CLASS ON LONGER BUSINESS TRIPS AND CHARTER AIRPLANE TRAVEL WHEN CIRCUMSTANCES DICTATE, USUALLY FOR TRAVEL INTO RURAL AREAS OF CALIFORNIA AND ARIZONA. THIS IS NOT TREATED AS TAXABLE COMPENSATION. HEALTH AND SOCIAL CLUB DUES CERTAIN EMPLOYEES HAVE ACCESS TO SOCIAL CLUB MEMBERSHIPS FOR THE BUSINESS PURPOSE OF CULTIVATING MEMBER/TRUSTEE AND OTHER BUSINESS RELATIONSHIPS. FOR THIS FISCAL YEAR, SOCIAL CLUB DUES OF $7,475 WERE PAID TO SOCIAL CLUBS WHERE THE CEO WAS A MEMBER. THIS WAS DETERMINED TO BE NON-TAXABLE BENEFITS SINCE IT HAD A BONA FIDE BUSINESS PURPOSE. HOUSING ALLOWANCE OR RESIDENCE FOR PERSONAL USE PRESIDENT IS PROVIDED A SECONDARY RESIDENCE FOR HIS PERSONAL USE WHILE WORKING AT THE COMPANY HEADQUARTERS IN IRVINE, CALIFORNIA. THE FAIR MARKET VALUE OF THIS BENEFIT IS REPORTED AS TAXABLE COMPENSATION ON HIS W-2. SCHEDULE J, PART I, LINE 4: RELATED ORGANIZATION COMPENSATION PRACTICES FOR CEO COMPENSATION FOR THE CEO IS DETERMINED BY A RELATED ORGANIZATION USING THE FOLLOWING METHODS: COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, COMPENSATION SURVEY OR STUDY AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. FORM 990, PART V, LINE 2A CERTAIN OFFICERS OF WESTERN GROWERS ASSURANCE TRUST FUND (WGAT) ARE EMPLOYED AND COMPENSATED BY EITHER WESTERN GROWERS ASSOCIATION (WGA), FEIN 95-1362030 OR WESTERN GROWERS SERVICE CORPORATION (WGSC), A WHOLLY OWNED CORPORATION OF WGA, FEIN 33-0783743. WITH REGARD TO WGA, THEY REPORT 100% OF THE CEO'S AND CERTAIN OTHER INDIVIDUAL'S COMPENSATION ON FORM W-2. WGSC REPORTS 100% OF THE CFO'S AND OTHER INDIVIDUAL'S COMPENSATION ON W-2'S. EACH RESPECTIVE ORGANIZATION FILES FORM W-3 FOR THE EMPLOYEES THAT ARE COMPENSATED BY THAT SPECIFIC ORGANIZATION. THE OFFICERS ARE ASSIGNED DUTIES TO OTHER RELATED ORGANIZATIONS (SEE SCHEDULE R FOR ADDITIONAL INFORMATION REGARDING THE RELATED ORGANIZATIONS). THE OFFICER'S WAGE AND BENEFIT COSTS PAID BY WGA ARE REPORTED ON WGA'S FORM 990 AND FOR WGSC THEY ARE REPORTED ON FORM 1120. FORM 990, PART VI, SECTION B, LINE 11 THE WESTERN GROWERS ASSURANCE TRUST BOARD OF TRUSTEES AND THE WESTERN GROWERS COMPENSATION COMMITTEE REVIEW CERTAIN PARTS OF FORM 990. THE ORGANIZATION'S CFO WORKS CLOSELY WITH THE OUTSIDE TAX FIRM IT ENGAGES TO PREPARE AND REVIEW THE FORM 990 RETURN PRIOR TO SUBMITTING A DRAFT TO THE TRUSTEES OR THE WESTERN GROWERS COMPENSATION COMMITTEE. FORM 990, PART VI, SECTION B, LINE 12C THE BOARD IS CHARGED WITH MONITORING PROPOSED OR ONGOING TRANSACTIONS FOR CONFLICTS OF INTEREST AND ADDRESSING ANY POTENTIAL OR ACTUAL CONFLICTS. PURSUANT TO THE CONFLICTS OF INTEREST POLICY, AN ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE, AIMED AT DETERMINING ANY FAMILY AND BUSINESS RELATIONSHIPS AND TRANSACTIONS OR OTHER TRANSACTIONS THAT MAY POSE A POTENTIAL CONFLICT, IS DISTRIBUTED TO ALL COVERED PERSONS (I.E., BOARD MEMBERS, OFFICERS AND EXECUTIVE LEADERSHIP OR KEY EMPLOYEES). COVERED PERSONS ARE REQUIRED TO DISCLOSE REAL OR POTENTIAL CONFLICTS AT THE TIME WHEN SUCH CONFLICTS ARISE. WHEN SOMEONE BECOMES A COVERED PERSON AND ANNUALLY THEREAFTER, EACH COVERED PERSON IS REQUIRED TO SIGN A STATEMENT AFFIRMING THAT HE/SHE: (1) HAS RECEIVED A COPY OF THE CONFLICTS OR INTEREST POLICY; (2) HAS READ THE POLICY AND UNDERSTANDS SAID POLICY; AND (3) AGREES TO COMPLY WITH ALL REQUIREMENTS OF THE POLICY, INCLUDING COMPLETING THE CONFLICTS OF INTEREST ACKNOWLEDGEMENT AND DISCLOSURE FORM. THE BOARD OF TRUSTEES HAS DIRECTED IN-HOUSE COUNSEL TO REVIEW THE COMPLETED FORMS TO ASSESS WHETHER ANY PERSONS WITH ACTUAL OR POTENTIAL CONFLICTS ARE INFORMED VIA WRITTEN COMMUNICATION. THE PROCEDURES FOR ADDRESSING ANY CONFLICT OF INTEREST INCLUDES, BUT IS NOT LIMITED TO, THE FOLLOWING: (1) THE CONFLICTING INTEREST IS FULLY DISCLOSED TO THE BOARD; (2) THE INTERESTED PERSON RESPONDS TO FACTUAL QUESTIONS RELATED TO THE SUBSTANCE OF THE TRANSACTION OR ARRANGEMENT BEING CONSIDERED, AFTER WHICH HE/SHE SHALL LEAVE THE MEETING; (3) THE PERSON WITH THE CONFLICT OF INTEREST IS EXCLUDED FROM THE DISCUSSION AND APPROVAL OF SUCH TRANSACTION; (4) ALTERNATIVES TO THE PROPOSED TRANSACTION ARE INVESTIGATED, COMPETITIVE BIDS OR COMPARABLE VALUATIONS ARE OBTAINED; AND (6) THE TRANSACTION OR ACTION MUST BE APPROVED BY A MAJORITY OF DISINTERESTED PERSONS. FORM 990, PART VI, SECTION B, LINE 15A THE BOARD APPOINTS A COMPENSATION COMMITTEE, COMPRISED SOLELY OF INDEPENDENT DIRECTORS, NONE OF WHICH HAVE A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT, TO BE ACCOUNTABLE FOR SETTING REASONABLE COMPENSATION PACKAGES FOR THE CEO, AND REVIEWING THE REASONABLENESS OF MANAGEMENT'S RATIONALE AND BASIS FOR THE OTHER OFFICERS OR KEY EMPLOYEES. THE COMPENSATION COMMITTEE REVIEWS AND APPROVES THE ANNUAL PERFORMANCE GOALS AND CRITERIA TO BE USED IN DETERMINING MERIT INCREASES AND VARIABLE COMPENSATION CRITERIA FOR OFFICERS AND KEY EMPLOYEES. THE COMPENSATION COMMITTEE ALSO HIRES A QUALIFIED INDEPENDENT COMPENSATION AND BENEFITS SPECIALIST (INDEPENDENT EXPERT) TO REVIEW, ANALYZE AND PROVIDE BENCHMARKING DATA FOR THE TOTAL COMPENSATION AND BENEFITS PACKAGES OF OFFICERS AND KEY EMPLOYEES. APPROPRIATE COMPARABILITY DATA IS OBTAINED FROM THE INDEPENDENT EXPERTS, I.E., TOTAL ECONOMIC BENEFITS PAID BY SIMILARLY SITUATED ORGANIZATIONS (BOTH TAXABLE AND TAX-EXEMPT) FOR SIMILAR JOB RESPONSIBILITIES. ALL DELIBERATIONS AND DECISIONS ARE DOCUMENTED IN THE COMMITTEE'S MEETING MINUTES INCLUDING THE TERMS OF THE TRANSACTION AND DATE APPROVED, THE MEMBERS OF THE COMMITTEE PRESENT FOR DELIBERATORS AND WHO VOTES, AND THE DESCRIPTION OF THE COMPARABILITY DATA AND HOW OBTAINED. THESE PROCEDURES ARE CARRIED OUT PERIODICALLY AND WERE PERFORMED. THE PRESIDENT/CEO'S 2015 COMPENSATION WAS APPROVED AT A BOARD MEETING ON JULY 29, 2015. FORM 990, PART VI, SECTION C, LINE 19 WHILE FEDERAL TAX LAWS DO NOT MANDATE THAT THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS BE MADE AVAILABLE FOR PUBLIC INSPECTION, THE ORGANIZATION MAKES THESE DOCUMENTS AVAILABLE UPON REQUEST. FORM 990, PART XI, LINE 9: CHANGE IN CLAIM OBLIGATIONS -5,506,514. WESTERN GROWERS ASSOCIATION 15525 SAND CANYON AVENUE IRVINE CA 92618 951362030 MEMBER SERV. CA 501(C)(6) N/A N/A 0 WESTERN GROWERS FOUNDATION 15525 SAND CANYON AVENUE IRVINE CA 92618 931201791 FUNDRAISING CA 501(C)(3) LINE 7 WGA 0 WESTERN GROWERS PAC- CA 15525 SAND CANYON AVENUE IRVINE CA 92618 330723238 PAC CA 527 N/A WGA 0 WESTERN GROWERS PAC- AZ 15525 SAND CANYON AVENUE IRVINE CA 92618 330723241 PAC CA 527 N/A WGA 0 WESTERN GROWERS PAC - FED 15525 SAND CANYON AVENUE IRVINE CA 92618 330723234 PAC CA 527 N/A WGA 0 WESTERN GROWERS SERVICE CORP 17620 FITCH STREET IRVINE CA 92614 330783743 DP/ADM/INSUR CA WGA C 0 PINNACLE CLAIMS MANAGEMENT INC 17620 FITCH STREET IRVINE CA 92614 330812456 ADMIN SVCS CA WGA C 0 WESTERN GROWERS FINANCIAL SERVICES 17620 FITCH STREET IRVINE CA 92614 912038676 ADVISORY SVCS CA WGA C 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 1 1 1 0 0