2017-11-14T10:14:48-06:00 2016-12-31 PricewaterhouseCoopers LLP 45 SOUTH 7TH STREET MINNEAPOLIS MN 55402 990 2016-01-01 930438772 OREGON DENTAL SERVICE % DAVID EVANS OREG 5032286554 601 SW SECOND AVENUE PORTLAND OR 972043154 DAVID EVANS Senior VP & CFO 5032286554 2017-11-13 Matthew Lodes P01257982 6125966000 155.201.188.32 43440320173185000003 2017-11-14 P 9D38F6BB4F7810D123DA015C3753E47738DA9003 04C5498711B01D461E39456280483E085D3D6FA4 2016 2021-01-29 14:40:06Z DAVID EVANS SAME AS C ABOVE PORTLAND OR 972043154 512103315 false X N/A X 1961 OR PROVISION OF DENTAL SERVICES TO THE GENERAL PUBLIC TO ASSIST IN ENCOURAGING PREVENTION, EDUCATION, AND GENERAL DENTAL HEALTH 7 4 0 0 0 0 0 0 414103992 479388914 703958 747857 20049035 17651795 434856985 497788566 302827 51277 377200580 424541718 48441714 51332767 0 0 0 45660123 44906116 471605244 520831878 -36748259 -23043312 133487036 111277793 46477906 44650367 87009130 66627426 PROVISION OF DENTAL SERVICES TO THE GENERAL PUBLIC TO ASSIST IN ENCOURAGING PREVENTION, EDUCATION, AND GENERAL DENTAL HEALTH false false 424592995 51227 478928479 PROVISION OF DENTAL SERVICES TO THE GENERAL PUBLIC TO ASSIST IN ENCOURAGING PREVENTION, EDUCATION, AND GENERAL DENTAL HEALTH. 1071558 460435 PROVISION OF EDUCATION TO THE DENTAL COMMUNITY 425664553 false false false false false false false false false true true false false true true true true false false false false false false false false false true false true false false false false false false false true false false false false false true true true false true 24950 0 true 0 false true EI false false false false false false false false X 7 4 false true false false false false false true true false false false true true true true true true true false OR X DAVID EVANS 5032286554 601 SW SECOND AVENUE PORTLAND OR 97204 George Darke Director 1.0 0.0 X 41100 0 0 Robert G Gootee CEO & PRESIDENT 10.0 40.0 X X 0 1067197 649038 David Howerton Director 1.0 0.0 X 55000 0 0 Mark Jensen Director 1.0 0.0 X 41100 0 0 George Passadore Director 1.0 0.0 X 42100 0 0 Jill Eberwein Director 1.0 0.0 X 42980 0 0 Molly Bordonaro Director 1.0 0.0 X 39500 0 0 Thomas J Bikales Secretary 12.5 37.5 X 0 217530 212237 David Evans TREASURER 5.5 44.5 X 0 401811 253052 Kraig Anderson Sr Vice President 10.0 40.0 X 0 372814 249957 Susan Hansen Vice President 15.0 35.0 X 0 235243 62276 Tracie Murphy SR Vice President 15.0 35.0 X 0 880277 250875 Robin Richardson SR Vice President 2.5 47.5 X 0 886115 249541 William Johnson SR Vice President 0.0 50.0 X 0 441111 250919 Steven Wynne Executive Vice President 10.0 40.0 X 0 544451 337990 Scott Loftin Sr. Vice President 20.0 30.0 X 0 262787 202749 Jay Lamb Senior Vice President 25.0 25.0 X 0 731477 240233 Chandra Wahrgren VICE PRESIDENT 10.0 40.0 X 0 289203 71054 Teri Barichello Vice President 45.0 5.0 X 0 274384 92389 Robert Mills Director 0.0 50.0 X 0 295651 28870 Mehdi Tabrizi Director 15.0 35.0 X 0 236137 19177 Robert Judge Director 0.0 50.0 X 0 230829 21197 261780 7367017 3191554 0 false true false SHAKTI SOLUTIONS 3160 Bee Caves Road 300B AUSTIN TX 78746 OFFSHORE/IT SUPPORT 1707848 CLARITY SOFTWARE SOLUTIONS INC 92 Wall St Ste 1 MADISON CT 06443 Software Solutions 957655 DELOITTE TOUCHE LLP 111 SW 5th Ave Suite 3900 PORTLAND OR 97204 Accounting 952623 MOTUS RECRUITING 6650 SW REDWOOD LANE Suite 355 TIGARD OR 97224 Staff Placement 736008 FOCUS MANAGEMNT GROUP 5001 W LEMON ST TAMPA FL 33609 Financial Consulting 460913 13 0 DENTAL SERVICES 524114 478928479 478928479 EDUCATION TO THE DENTAL COMMUNITY 611710 460435 460435 479388914 789931 0 0 553752 553752 0 553752 553752 14214712 57964 14314749 -100037 57964 -42074 -42074 0 0 0 0 0 0 0 0 0 MANAGEMENT FEE 900099 2846502 2846502 MISC INCOME 900099 293556 293556 INVESTMENT IN SUBSIDIARY 900003 -33683976 -33683976 47641961 47641961 17098043 497788566 496486957 511678 51277 51277 0 0 424541718 424541718 261780 261780 0 42189032 729691 41459341 2247678 2247678 3067504 3067504 3566773 3566773 0 29233 29233 1154257 1154257 0 0 43468 43468 2155622 2155622 1009773 1009773 13591870 50302 13541568 4777381 4777381 0 5408929 266880 5142049 516004 516004 0 0 0 0 7438862 836 7438026 905713 905713 COMMISSIONS AND BROKER FEES 3005201 3005201 BOARDS & ASSOCIATIONS 452970 452970 CLEANING EXP 135351 135351 FURNITURE & FIXTURES 172457 172457 4109025 23849 4085176 520831878 425664553 95167325 0 17948427 20762632 0 0 0 0 9688030 16850399 0 0 0 0 0 13520000 0 0 3956932 2676467 76516682 56702880 22306036 19813802 24171816 13963924 52642545 22076038 0 0 0 0 2773250 1614531 133487036 111277793 23918459 19035055 0 0 0 0 0 0 0 0 0 0 0 0 0 0 22559447 25615312 46477906 44650367 X 30000 30000 20247852 22771919 66731278 43825507 87009130 66627426 133487036 111277793 X -23043312 137545 2524063 X false true X true false 612191 612191 6350866 1839105 4511761 6421910 4393215 2028695 38388888 34055009 4333879 24742827 16415552 8327276 19813802 MODA, INC. 14009960 C INVESTMENTS MARKET VALUE -54065 F DEFERRED COMP. INVESTMENT 6904179 F INVESTMENTS MONEY MARKET 1215964 F 22076038 0 ADVANCE DEPOSITS 4620840 ESTIMATED POLICY CLAIMS 263450 PROVISION FOR REFUNDABLE REV 3139941 DEFERRED COMP RESERVE 7000765 CAPITAL LEASE OBLIGATIONS 1807911 CONTINGENCY RESERVE 385488 IBNR 5269000 SURPLUS NOTES PAYABLE 3127917 25615312 X 151761484 151761484 346027082 346027082 497788566 140630456 140630456 380201422 380201422 520831878 Schedule D, Part X, Line 2 The Company did not have any unrecognized income tax benefits as of December 31, 2016 or 2015. SCHEDULE D, PART XI, LINE 4B GAAP Accounting versus Statutory Accounting SCHEDULE D, PART XII, LINE 4B GAAP Accounting versus Statutory Accounting true JANUS YOUTH PROGRAM 707 NE COUCH PORTLAND OR 97232 237345990 501(c)(3) 5940 CHARITY 1 Part I, Ln 2 Prior to granting funds the company scrutinizes the charitable organizations that it donates to and ensures they are credible organizations with well-established reputations for utilizing the funds that are donated. X false true X X X X false true false false false false false false false Kraig Anderson Sr Vice President 314166 51175 7473 238067 11890 622771 Thomas J Bikales Secretary 207773 9757 201442 10795 429767 Robert G Gootee CEO & PRESIDENT 952310 102350 12537 634673 14365 1716235 Susan Hansen Vice President 203213 25588 6442 50716 11560 297519 Tracie Murphy SR Vice President 324096 552355 3826 239095 11780 1131152 501180 Robin Richardson SR Vice President 330332 552358 3425 239071 10470 1135656 501183 David Evans TREASURER 347142 51175 3494 241292 11760 654863 William Johnson SR Vice President 384536 51175 5400 236869 14050 692030 Chandra Wahrgren VICE PRESIDENT 221629 60000 7574 60459 10595 360257 Steven Wynne Executive Vice President 493276 51175 314510 23480 882441 Scott Loftin Sr. Vice President 230699 25588 6500 191894 10855 465536 Jay Lamb Senior Vice President 335441 373403 22633 226673 13560 971710 322228 Teri Barichello Vice President 243396 25588 5400 82069 10320 366773 Robert Mills Director 280651 15000 18550 10320 324521 Mehdi Tabrizi Director 231137 5000 8857 10320 255314 Robert Judge Director 218329 12500 10877 10320 252026 Part I, Line 1 With respect to the items checked in Question 1a, the organization does not have a written policy regarding reimbursement/payment. Expenses for first-class air travel are incurred from time to time when there is a legitimate business need. Such analysis is made on a case by case basis based on the facts and circumstances in question. It is not, for example, a policy of the organization to purchase first-class air tickets. On occasion, however, scheduling constraints or ticket availability may mean that it is in the best interest of the organization to incur the additional expense. Travel benefits are not treated as taxable compensation. Part 1, Line 4b Supplemental Executive Retirement Account Program: The Company's Supplemental Executive Retirement Account Program covers certain key employees and consists of two nonqualified defined contribution retirement plans in which eligibility is based on years of service as an executive level employee. Both plans are designed to be paid at or after retirement or other qualifying separation from service (e.g., death or disability). Deferred Compensation Plans: The Company offers a nonqualified Deferred Compensation Plan to certain employees and to members of the Board of Directors of the company. The Employee Plan includes a Supplemental Benefit Schedule that provides for a company match, up to specified limits based on the level/rank of the employee, on amount of salary deferred by participants. Matched amounts are paid out along with each individual's salary deferrals based on elections made under the Plan. Defined Contribution Supplemental Executive Incentive Plan: The Company's Defined Contribution Supplemental Executive Incentive Plan covers its Chief Executive Officer and consists of a nonqualified defined contribution retirement plan in which vesting is based on the employment of the participant in the capacity as Chief Executive Officer on pre-defined calendar dates as well as certain other contingencies. The Plan is designed to be paid at or after retirement or other qualifying separation from service (e.g., death or disability). No payments were made during 2016. MARK JENSEN DMD LLC 100% Owned by Dir Jensen 137379 DENTAL SERVICE PROVIDER false PART VI, SECTION B, QUESTION 12C The organization's Corporate Compliance Committee is responsible for monitoring potential issues under and enforcing the provisions of the organization's Conflict of Interest Policy. The Corporate Compliance Committee is composed of high level individuals from a variety of departments (including, among others, Legal, Compliance, Human Resources, Privacy/Security and Accounting). The Committee operates under the authority of the Policy Committee of the organization's Board of Directors. The Committee monitors activities under the Conflict of Interest Policy via (i) annual disclosure statements from the Board and management and other self-reporting, (ii) investigations of issues that are brought to the attention of members of the Corporate Compliance Committee in accordance with the Organization's Code of Conduct and Employee Handbook and (iii) submissions of employees sent through the organization's confidential whistleblower reporting mechanism. When the Committee learns of the possibility of such conflicts of interest, the information is brought to the attention of (disinterested) members of senior management and/or members of the Board of Directors. The Committee then works with these individuals to make a determination, in accordance with the principles and procedures set forth in the Conflict of Interest Policy, as to whether a conflict exists and, if so, to decide what steps, including disciplinary action, should be taken. In addition, on an annual basis, and more frequently when circumstances arise, the organization's counsel, on behalf of the Committee, reports to the Policy Committee of the Board of Directors on activities of the Corporate Compliance Committee, including any actions or issues under the Conflict of Interest Policy. Counsel also conducts regular training sessions for the Board of Directors on the Conflict of Interest Policy and works directly with the officers of the corporation as they complete their annual disclosure statements. PART VI, SECTION B, QUESTION 15 In accordance with the Bylaws of the organization, compensation of the CEO is determined by the Board of Directors and compensation of the organization's officers (as well as its key employees and other highest compensated employees who are officers of an affiliate of the organization) is determined by the CEO under guidelines specified by the Compensation and Governance Committee of the Board of Directors and subject to approval by the Board of Directors. The Compensation and Governance Committee of the Board of Directors, per its charter and the authority delegated to it by the full Board, meets on an annual basis to discuss CEO and officer compensation. The CEO, who is a member of the Committee, recuses himself from all discussions and decisions relating to CEO compensation. Periodically, the Chairman of the Committee and the Chairman of the Board, who is a member of the Committee, work with a third party benefits consultant selected by the Committee to produce a compensation study that provides comparability data from the organization's peer group with respect to CEO and officer compensation. The study is provided to Committee members in advance of its meeting and it serves as a basis for the Committee's determination of CEO compensation and its review and approval of officer compensation. Minutes of the Committee meeting substantiating all deliberations and determinations are maintained. These minutes, together with any other information reported by Committee members, are then presented to the full Board for discussion and approval. Such actions of the full Board are recorded in the minutes of its meeting. Compensation for other key employees and highest compensated employees of the organization who are not officers of the organization or an affiliate is determined by the organization's Human Resources Department and is subject to review and approval by the CEO. Such pay levels are based on independent, third party compensation studies showing pay scales for corporations that are comparable in size and scope to the organization and reflect the employee's skills, experience, tenure and responsibilities with the organization. PART VI, SECTION C, QUESTION 19 The organization's governing documents, Conflict of Interest Policy and financial statements are not made available to the public. PART VI, SECTION A, QUESTION 11 A copy of the Form 990 was provided to the Compensation and Governance Committee of the Board of Directors which, per its charter and the authority delegated to it by the full Board, is responsible for all corporate governance issues and for reviewing and approving CEO and officer compensation. The entire Form 990 was made available to the Committee for review. Officers of the organization identified for the Committee critical areas and highlighted significant issues for review and discussion. The Committee Chair led the discussion and allowed Committee members full scope to comment on and question any and all disclosure contained in the Form 990. Minutes of the Committee meeting substantiating all deliberations and determinations were maintained. These minutes, together with any other information reported by Committee members, were then presented to the full Board for discussion and approval and the Form 990 was made available upon request to all Board members for further review. Actions of the full Board are recorded in the minutes of its meeting. PART VI, SECTION A, QUESTION 3 The organization delegated control over management duties customarily performed by or under the direct supervision of officers, directors, or trustees, or key employees to Moda, Inc. Moda, Inc. provides certain administrative services including accounting, data processing, facilities, purchasing, legal and senior executive management. PART XI, LINE 9 CHANGE IN APIC - PAYLESS DRUG STORES 3,024,061 CHANGE IN SUBORDINATED CONTINGENCY RESERVE (500,000) ------------------------------------------------------------------------ TOTAL OTHER CHANGES IN NET ASSETS OR FUND BALNACES 2,524,061 OREGON DENTAL ASSOCIATION PO BOX 3710 WILSONVILLE OR 97070 930243383 DENTAL PROFES OR 501(c)(6) N/A NA false Payless Drug Pharmacy Group LLC 601 SW Second Avenue Portland OR 97204 463324446 Pharm. Drug S OR PayLess Drug St RELATED 2787842 37377808 false true 0.70000 360 Bond LLC 601 SW SECOND AVENUE SUITE 2400 PORTLAND OR 97204 260233981 REAL ESTATE M OR ODS BEND PROP RELATED 74275 19614553 false true 0.80000 Moda Inc 601 SW Second Avenue Portland OR 972043156 931083363 Holding Compa OR NA C -3863820 195591346 1.00000 true MODA HEALTH PLAN INC 601 SW Second Avenue Portland OR 97204 930989307 Insurance OR Moda Inc C -15938206 373586729 1.00000 true Dentists Benefits Insurance Company 601 SW Second Avenue Portland OR 97204 930890424 Insurance OR MODA Health C -100259 17250591 1.00000 true Benefithelp Solutions Inc 601 SW Second Avenue Portland OR 97204 931135521 Admin. Servic OR MODA Health C -169838 7186707 1.00000 true ODS Community Health Inc 601 SW Second Avenue Portland OR 97204 450528457 Medicaid Ins OR MODA Health C 8954431 10368542 1.00000 true Dentists Benefit Corporation 601 SW Second Avenue Portland OR 97204 930787508 Market Liab. OR Moda Inc C 133725 2092722 1.00000 true Dentists Management Corporation 601 SW Second Avenue Portland OR 97204 930792340 Dev & Mkt Mgm OR Moda Inc C 178067 663372 1.00000 true ODS Plaza Inc 601 SW Second Avenue Portland OR 97204 830453200 R. Estate Hol OR MODA Health C 5570804 1.00000 true Northwest Dentists Insurance Company 601 SW Second Avenue Portland OR 97204 911444206 Markets Liab. OR Moda Inc C -1703886 16546761 0.75000 true Dental Commerce Corporation 601 SW Second Avenue Portland OR 97204 352410053 Consumer Lend OR Moda Inc C 106871 8286481 0.70000 true Payless Drug Stores Inc 16100 SW 72ND Tigard OR 97224 931278451 Pharma. Drug OR Moda Health C 2478540 33983574 1.00000 true true true false false false false false false false false false true true false true false false true MODA INC M 16851738 COST MODA INC N 32740788 COST MODA INC P 9333027 COST MODA HEALTH PLAN A 806872 COST ODS Community Health S 2730000 COST