2014-11-12T07:34:51-06:00 2013-12-31 341851358 CBIZ MHM LLC 3625 CUMBERLAND BLVD STE 800 ATLANTA GA 30082 990 2013-01-01 111980218 DELTA DENTAL OF NEW YORK INC DELT 7177668500 ONE DELTA DRIVE MECHANICSBURG PA 17055 JEANNE FOSTER VP, FINANCE 7177668500 2014-11-04 1 CRAIG T WILLIAMS P00621386 7708584500 2013 2015-11-30 17:44:51Z JEANNE FOSTER ONE DELTA DRIVE MECHANICSBURG PA 17055 378312966 0 X WWW.DELTADENTALINS.COM X 1960 NY TO ADVANCE DENTAL HEALTH AND ACCESS THROUGH EXCEPTIONAL DENTAL BENEFITS, SERVICE, TECHNOLOGY, AND PROFESSIONAL SUPPORT. 13 8 21 0 0 0 0 0 352450246 377765945 651501 656667 -26991 -109646 353074756 378312966 53150 167000 314025685 336289959 2733853 3036438 0 0 0 34669101 36995509 351481789 376488906 1592967 1824060 64641114 69762011 55958144 59165287 8682970 10596724 TO ADVANCE DENTAL HEALTH AND ACCESS THROUGH EXCEPTIONAL DENTAL BENEFITS, SERVICE, TECHNOLOGY, AND PROFESSIONAL SUPPORT. 0 0 373282900 378312966 THE ORGANIZATION PROVIDED DENTAL BENEFIT COVERAGE FOR 1,436,563BENEFICIARIES IN 2013 PRIMARILY THROUGH CONTRACTS WITH INDEPENDENTDENTISTS SERVING 3,025 PURCHASING GROUPS. THE ORGANIZATION PAIDMORE THAN $336 MILLION FOR DENTAL CARE DURING 2013. 167000 167000 THE ORGANIZATION MADE GRANTS DURING 2013 TO FOSTER IMPROVED ACCESSTO DENTAL HEALTH CARE TREATMENT, TO SUPPORT PROFESSIONAL DENTALEDUCATION, AND TO PROVIDE ORAL HEALTH INSTRUCTION FOR PATIENTS. 373449900 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 1 0 1 0 0 0 0 0 1 0 0 1 77887 0 1 21 1 0 0 0 0 0 0 X 13 8 0 0 1 0 1 1 1 1 1 0 0 0 1 1 1 1 1 1 1 0 X JEANNE FOSTER VP FINANCE 7177668500 ONE DELTA DRIVE MECHANICSBURG PA 17055 ANDREW LEVINE DDS DIRECTOR 1.00 X 3292 0 0 ANTHONY DIMANGO DDS DIRECTOR 1.00 X 3000 0 0 BARBARA KATERSKY DIRECTOR 1.00 X 3000 0 0 FRANCINE LOPEZ DIRECTOR 1.00 X 1800 0 0 GEORGE KARALEKAS TREASURER/SECRETARY 1.00 X 4200 0 0 JAMES SPENCER VICE CHAIRMAN 1.00 X 3000 0 0 JOZEF VERBRAEKEN DIRECTOR 1.00 X 3645 0 0 MICHAEL ALFANO DIRECTOR 1.00 X 3000 0 0 ROGER MAGLIO DIRECTOR 1.00 X 3292 0 0 STACY MAZZA DIRECTOR 1.00 X 3000 0 0 THOMAS HALTON DMD DIRECTOR 1.00 X 4492 0 0 THOMAS MCCARTIN DIRECTOR 1.00 X 3892 0 0 THOMAS WYSMULLER CHAIRMAN 1.00 X 15645 0 0 GARY D RADINE PRESIDENT/CEO 3.00 57.00 X 0 6058064 92378 ANTHONY S BARTH EVP CHIEF OPERATING OFFICER 3.00 47.00 X 0 1771387 607191 MICHAEL J CASTRO EXE. VICE PRES./CFO 3.00 47.00 X 0 1264357 543005 PATRICK S STEELE CHIEF INFORMATION OFFICER 3.00 47.00 X 0 1178273 1204354 CHARLES LAMONT ESQ EVP CHIEF LEGAL OFFICER 3.00 47.00 X 0 1255769 64803 ALICIA F WEBER SENIOR VICE PRESIDENT, CONTROLLER 3.00 47.00 X 0 726496 115513 MICHAEL G HANKINSON ESQ SENIOR VICE PRESIDENT, LEGAL OFFICER 3.00 47.00 X 0 534445 63959 ROBERT P BUDD VICE PRESIDENT SALES 18.00 32.00 X 0 375654 41232 JEANNE M FOSTER VICE PRESIDENT, FINANCE 18.00 32.00 X 0 337678 79862 PHILIP N ENGLE V.P., INFORMATION TECHNOLOGY 18.00 32.00 X 0 316864 101998 RENEE A FISHER VICE PRESIDENT QUALITY ASSURANCE AND TRAINING 18.00 32.00 X 0 323794 121413 RICHARD CGRAYBILL V.P., UNDERWRITING AND ACTUARIAL 18.00 32.00 X 0 282866 75421 WHITNEY H SHERBOCKER DIRECTOR REGULATORY, ASST. SEC 18.00 32.00 X 0 201689 68679 KAREN L ROBINSON ASSISTANT SECRETARY 18.00 32.00 X 0 141772 37241 KEVIN KING SALES ACCOUNT EXECUTIVE 40.00 X 117690 0 14912 ROBERT C SEWARD SALES ACCOUNT EXECUTIVE 40.00 X 172076 0 56653 ROBERT E MILHISLER DIRECTOR, SALES 40.00 X 209552 0 52591 SONJA KRUMHOLZ PROFESSIONAL RELATIONS NETWORK 40.00 X 111820 0 35719 STEVEN S GROSSMAN SALES ACCOUNT EXECUTIVE 40.00 X 395807 0 84759 1062203 14769108 3461683 10 0 1 0 0 DIRECT PREMIUMS 377765945 377765945 377765945 656667 656667 MISCELLANEOUS INCOME 305806 305806 BAD DEBT EXPENSE -415452 -415452 -109646 378312966 378312966 0 0 X 167000 167000 336289959 336289959 1326036 1213853 112183 1114012 1019767 94245 184658 169036 15622 251665 230374 21291 160067 146525 13542 979 979 256379 256379 15630 15630 67337 61640 5697 366686 335664 31022 159505 146011 13494 84771 77599 7172 346662 317334 29328 25010 22894 2116 4579 4579 8238 7541 697 ADMINISTRATIVE FEES 26382654 24150683 2231971 COMMISSIONS 7059133 7059133 LICENSES PERMITS FEES 1474331 1349603 124728 BANK CHARGES 510643 467443 43200 232972 213262 19710 376488906 373449900 3039006 0 1196377 73595 24778427 25933173 37022755 38162023 99854 129181 339907 3448161 1203794 2015878 64641114 69762011 51490532 55056548 1140673 756286 1360000 1360000 1966939 1992453 55958144 59165287 X 0 0 0 0 8682970 10596724 8682970 10596724 64641114 69762011 1824060 89694 0 X 0 1 X 1 0 0 PREFUNDED DEPOSITS 492453 REINSURANCE DEPOSITS 1500000 1992453 X 72477535 0 72477535 305835431 305835431 378312966 70653475 0 70653475 305835431 305835431 376488906 PART X, LINE 2: THE COMPANY IS A TAX-EXEMPT ORGANIZATION ORGANIZED UNDER SECTION 501(C)(4) OF THE INTERNAL REVENUE CODE AND, AS SUCH, NO PROVISION FOR INCOME TAXES HAS BEEN MADE IN THE FINANCIAL STATEMENTS. CURRENT ACCOUNTING GUIDANCE CLARIFIES HOW UNCERTAINTIES IN TAX POSITIONS ARE RECOGNIZED IN AN ENTITY'S FINANCIAL STATEMENTS. THE GUIDANCE PRESCRIBES A FINANCIAL STATEMENT RECOGNITION THRESHOLD AND MEASUREMENT PROCESS FOR TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN. POSITIONS INCLUDE THOSE WITH RESPECT TO THE COMPANY'S TAX EXEMPT STATUS AND WITH RESPECT TO INCOME TAXES ON UNRELATED BUSINESS INCOME. THE COMPANY EVALUATED THE IMPACT OF THE ACCOUNTING PRONOUNCEMENT AND DETERMINED THAT IT HAS NO IMPACT ON THE COMPANY'S FINANCIAL STATEMENTS. PART XI, LINE 4B - OTHER ADJUSTMENTS: ADMINISTRATIVE SERVICE CONTRACTS CLAIM REIMBURSEMENT REVENUE PART XII, LINE 4B - OTHER ADJUSTMENTS: CLAIMS ACCRUED FOR ADMINISTRATIVE SERVICE CONTRACTS CENTRAL AMERICA AND THE CARIBBEAN - ANTIGUA & BARBUDA, ARUBA, BAHAMAS, 0 0 PROGRAM SERVICES REINSURANCE 94899311 0 0 0 0 0 0 94899311 0 94899311 0 0 0 0 0 0 PART I, LINE 3(E) - REINSURANCE: THE ORGANIZATION REINSURES DENTAL SERVICE CONTRACTS WITH DELTA REINSURANCE CORPORATION, A BARBADOS INSURANCE COMPANY, AS A PROGRAM SERVICE WITHIN ITS EXEMPT PURPOSE. AS INDICATED IN PART I, THE ORGANIZATION'S REINSURANCE EXPENSES WERE $94,899,311. THE ORGANIZATION'S REINSURANCE RECEIPTS WERE $87,757,939. THE NET REINSURANCE LOSS WAS $7,141,372. 1 DELTA DENTAL COMMUNITY CARE FOUNDATION 100 FIRST STREET SAN FRANCISCO CA 94105 371570764 501(C)(3) 152000 0 TO PROVIDE DENTAL EDUCATION COLUMBIA UNIVERSITY 116TH ST BROADWAY NEW YORK NY 10027 135598093 501(C)(3) 15000 0 TO PROVIDE DENTAL EDUCATION 0 2 PART I, LINE 2: THE ORGANIZATION AWARDS GRANTS FOR PROGRAMS THAT FOSTER DENTAL HEALTH AND EDUCATION. THROUGH THESE GRANTS THE ORGANIZATION HELPS FINANCE HEALTH, EDUCATION, AND RESEARCH PROJECTS IN DENTISTRY, HEALTH AND HUMAN SERVICES, AND CIVIC AND COMMUNITY AFFAIRS. THE TWO GRANTS ARE: (1) THE DENTAL HEALTH AND EDUCATION CONTRIBUTION, WHICH SUPPORTS DENTAL HEALTH AND AWARENESS PROGRAMS AND (2) THE STANDARD DENTAL RESEARCH GRANT, WHICH SUPPORTS PROFESSIONAL RESEARCH RELATED TO DENTAL HEALTH. GRANTS ARE AWARDED TO GROUPS THAT: (1) PROVIDE DENTISTRY FOR INDIGENTS; (2) PROVIDE DENTISTRY FOR GROUPS THAT ARE DENTALLY UNDERSERVED; (3) PROVIDE EDUCATION TO ADVANCE THE AWARENESS OR THE SCIENCE OF DENTISTRY; (4) PROMOTE PUBLIC DENTAL HEALTH; AND (5) ARE INVOLVED IN COMMUNITY ACTIVITIES RELATED TO DENTAL CARE. GRANT GUIDELINES: PRIORITY WILL GO TO PROJECTS THAT FOCUS ON ISSUES RELATED TO THE DELIVERY OF ORAL HEALTH CARE, INCLUDING THOSE WITH SIGNIFICANT POTENTIAL FOR IMPROVING ORAL HEALTH AND REDUCING TREATMENT COSTS. PRIORITY CONSIDERATION WILL GO TO RESEARCHERS FROM THE DENTAL SCHOOLS IN THE ENTERPRISE STATES, BUT WILL NOT BE LIMITED TO THESE INSTITUTIONS. PRIORITY WILL GO TO TWO TYPES OF STUDIES: (1) PILOT OR FEASIBILITY STUDIES LIKELY TO ENHANCE THE INVESTIGATOR'S CHANCE FOR LONG-TERM FUNDING FROM OTHER SOURCES; AND (2) COMPLETE PROJECTS CONSIDERED TO BE OF INTEREST TO THE HEALTH, EDUCATION, AND RESEARCH FUND, FOR WHICH OTHER SOURCES OF FUNDS ARE TRADITIONALLY UNAVAILABLE OR INSUFFICIENT. PRIORITY WILL GO TO STUDIES THAT EVALUATE THE OUTCOME OF PREVENTATIVE AND TREATMENT PROCEDURES. RETROSPECTIVE STUDIES OR THOSE INVOLVING ANALYSIS OF EXISTING DATA SHOULD BE CONSIDERED, RATHER THAN LONG-TERM FOLLOW-UP STUDIES, IN ORDER TO REDUCE THE YEARS REQUIRED TO OBTAIN DATA. OVERHEAD CHARGES WITHIN EACH ELIGIBLE GRANT WILL BE LIMITED TO EIGHT PERCENT. THE FUND WILL NORMALLY MAKE ONE TO TWO STANDARD RESEARCH GRANTS PER YEAR. INDIVIDUAL GRANTS WILL GENERALLY NOT EXCEED $40,000. GRANTS WILL BE LIMITED TO ONE-YEAR PROJECTS, SUBJECT TO RENEWAL. EXCEPT IN SPECIAL CASES, AN ORGANIZATION/ENTITY WILL NOT BE ELIGIBLE FOR MORE THAN ONE GRANT DURING ANY YEAR. A SCREENING COMMITTEE REVIEWS ALL APPLICATIONS, WITH FINAL GRANT DECISIONS MADE BY THE FUND'S ADMINISTRATIVE COMMITTEE. X X X 1 1 X X X X X 0 1 0 0 0 0 0 1 0 GARY D RADINE PRESIDENT/CEO 0 1250004 0 2500000 0 2308060 0 75867 0 16511 0 6150442 0 0 ANTHONY S BARTH EVP CHIEF OPERATING OFFICER 0 824004 0 906000 0 41383 0 582670 0 24521 0 2378578 0 0 MICHAEL J CASTRO EXE. VICE PRES./CFO 0 566496 0 624000 0 73861 0 520154 0 22851 0 1807362 0 0 PATRICK S STEELE CHIEF INFORMATION OFFICER 0 540756 0 595000 0 42517 0 1186651 0 17703 0 2382627 0 0 CHARLES LAMONT ESQ EVP CHIEF LEGAL OFFICER 0 467065 0 650000 0 138704 0 47100 0 17703 0 1320572 0 0 ALICIA F WEBER SENIOR VICE PRESIDENT, CONTROLLER 0 373200 0 329000 0 24296 0 91383 0 24130 0 842009 0 0 MICHAEL G HANKINSON ESQ SENIOR VICE PRESIDENT, LEGAL OFFICER 0 336942 0 98000 0 99503 0 41460 0 22499 0 598404 0 0 ROBERT P BUDD VICE PRESIDENT SALES 0 250000 0 112475 0 13179 0 25320 0 15912 0 416886 0 0 JEANNE M FOSTER VICE PRESIDENT, FINANCE 0 238752 0 84000 0 14926 0 72212 0 7650 0 417540 0 0 PHILIP N ENGLE V.P., INFORMATION TECHNOLOGY 0 231121 0 74100 0 11643 0 86107 0 15891 0 418862 0 0 RENEE A FISHER VICE PRESIDENT QUALITY ASSURANCE AND 0 208059 0 107531 0 8204 0 108768 0 12645 0 445207 0 0 RICHARD CGRAYBILL V.P., UNDERWRITING AND ACTUARIAL 0 204996 0 67650 0 10220 0 69188 0 6233 0 358287 0 0 WHITNEY H SHERBOCKER DIRECTOR REGULATORY, ASST. SEC 0 159031 0 33968 0 8690 0 53957 0 14722 0 270368 0 0 KAREN L ROBINSON ASSISTANT SECRETARY 0 113782 0 29021 0 -1031 0 31954 0 5287 0 179013 0 0 ROBERT C SEWARD SALES ACCOUNT EXECUTIVE 68530 0 95551 0 7995 0 42416 0 14237 0 228729 0 0 0 ROBERT E MILHISLER DIRECTOR, SALES 117133 0 86723 0 5696 0 38974 0 13617 0 262143 0 0 0 STEVEN S GROSSMAN SALES ACCOUNT EXECUTIVE 94029 0 284697 0 17081 0 70206 0 14553 0 480566 0 0 0 PART I, LINE 1A FIRST CLASS BUSINESS TRAVEL IS REIMBURSED TO THE EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS, AND GROUP VICE PRESIDENTS. FIRST CLASS BUSINESS TRAVEL IS NOT TREATED AS TAXABLE COMPENSATION. THE PRESIDENT AND EXECUTIVE VICE PRESIDENTS MAY BE REIMBURSED FOR ONE HEALTH OR SOCIAL CLUB UPON APPROVAL BY THE PRESIDENT. TWO SENIOR EXECUTIVES RECEIVED THIS BENEFIT IN 2013. THE COST OF THIS BENEFIT IS INCLUDED IN TAXABLE COMPENSATION. FINANCIAL AND TAX PLANNING EXPENSES ARE REIMBURSED TO EMPLOYEES AT THE DIRECTOR OR ABOVE LEVELS OF MANAGEMENT. A COMPANY POLICY OUTLINES THE MAXIMUM REIMBURSEMENT ALLOWED FOR EACH MANAGEMENT LEVEL. THESE REIMBURSEMENTS ARE INCLUDED IN THE TAXABLE COMPENSATION OF THE REIMBURSED EMPLOYEES. PART I, LINE 4B CERTAIN EXECUTIVES PAID BY A RELATED ORGANIZATION PARTICIPATE IN A SUPPLEMENTAL NON-QUALIFIED RETIREMENT PROGRAM. THE RELATED ORGANIZATION PROVIDES A SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN TO CERTAIN OF ITS SENIOR EXECUTIVES AS SELECTED BY THE BOARD OF DIRECTORS. THE SUPPLEMENTAL RETIREMENT BENEFIT IS BASED ON EACH EXECUTIVE'S COMPENSATION AND YEARS OF SERVICE TO THE ENTERPRISE. THE BENEFIT IS SUBJECT TO THE RISK OF FORFEITURE IF REQUIRED YEARS OF SERVICE ARE NOT MET. ANNUAL DEFERRED COMPENSATION RELATED TO THIS PLAN IS REPORTED IN SCHEDULE J, PART II, COLUMN (C) FOR EACH PARTICIPANT AND REFLECTS THE CURRENT YEAR INCREASE OR DECREASE IN THE RELATED ORGANIZATION'S PENSION BENEFIT OBLIGATION ("PBO"), CALCULATED PURSUANT TO GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. THE PBO INCREASE OR DECREASE INCLUDES CHANGES IN ACTUARIAL ASSUMPTIONS (E.G., APPLICABLE DISCOUNT RATE), AS WELL AS CHANGES IN COMPENSATION AND YEARS OF SERVICE. IN 2013, ANTHONY BARTH, MICHAEL CASTRO, GARY RADINE, AND PATRICK STEELE PARTICIPATED IN THE PLAN. PART I, LINE 7 THE PRESIDENT OF THE ORGANIZATION, WITH BOARD OF DIRECTORS APPROVAL, MAY GRANT AN ANNUAL BONUS TO ALL MANAGEMENT EMPLOYEES. THIS BONUS, OR INCENTIVE, IS INCLUDED IN TAXABLE COMPENSATION. SCHEDULE J, PART II, LINE (II) THE ORGANIZATION'S OFFICERS ARE PAID BY A RELATED ORGANIZATION. ACCORDINGLY, THEIR COMPENSATION IS REPORTED IN LINE (II). ANDREW S LEVINE DDS KLETTER LE PARTICIPATING PROVIDER 522191 DENTAL CLAIM PAYMENTS 0 PUBLICIS ORGANIZATION DIRECTOR FRANCINE Y. LOPEZ IS AN OFFICER OF PUBLICIS 11529227 PREMIUM REVENUE 0 ASCENA RETAIL GROUP ORGANIZATION DIRECTOR STACY MAZZA IS AN OFFICER OF ASCENA RETAIL GROUP 4495210 PREMIUM REVENUE 0 DENTSPLY INTERNATIONAL M. ALFANO IS A DIRECTOR OF DENTSPLY, ALSO A PURCHASER OF THIS ORGANIZATION 2754581 PREMIUM REVENUE 0 FORM 990, PART VI, SECTION A, LINE 4 THE DELTA DENTAL OF NEW YORK BYLAWS WERE AMENDED TO PROVIDE FOR THE REMOVAL OF A DIRECTOR FOR FAILURE TO COMPLY WITH BOARD-ADOPTED POLICIES, AS WELL AS TO CLARIFY THE FILLING OF DIRECTOR VACANCIES. THE PROVISION FOR ALTERNATE DIRECTORS WAS DELETED. THE ABILITY TO ADJOURN A DIRECTOR'S MEETING WITH LESS THAN A QUORUM WAS ADDED. THE GENERAL POWERS OF THE BOARD WERE SEPARATELY REVISED, ALONG WITH THE BOARD'S CODE OF ETHICS PROVISION. FORM 990, PART VI, SECTION A, LINE 6 THE ORGANIZATION HAS ONE CLASS OF MEMBERS, DESIGNATED CORPORATE MEMBERS, WHO ARE DIRECTORS OF DENTEGRA GROUP, INC., THE ORGANIZATION'S PARENT HOLDING COMPANY. FORM 990, PART VI, SECTION A, LINE 7A THE ORGANIZATION'S DIRECTORS VOTE ON PERSONS NOMINATED AS DIRECTORS FOR ENDORSEMENT TO THE CORPORATE MEMBERS, WHO ELECT THE DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B THE CORPORATE MEMBERS MUST APPROVE ANY CHANGES TO SPECIFIED BYLAWS PROVISIONS. FORM 990, PART VI, SECTION B, LINE 11 THE ORGANIZATION'S CFO AND LEGAL COUNSEL OVERSEE THE COMPLETION OF THE FORM 990 AND, PRIOR TO FILING, REVIEW IT WITH THE PRESIDENT/CEO AND WITH THE DELTA DENTAL OF PENNSYLVANIA AUDIT COMMITTEE, TO WHICH SUCH DUTIES HAVE BEEN DELEGATED. FORM 990, PART VI, SECTION B, LINE 12C EACH DIRECTOR IS REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT ANNUALLY, AND BETWEEN ANNUAL STATEMENTS IS REQUIRED TO DISCLOSE ANY NEW POSITION OR RELATIONSHIP FORMED THAT POTENTIALLY RAISES A CONFLICT OF INTEREST. LEGAL COUNSEL REVIEWS THESE DISCLOSURES AND REPORTS THE INFORMATION TO THE FULL BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION PAID TO THE CEO, WHO IS AN EMPLOYEE OF DENTEGRA GROUP, INC. ("DGI"), IS REVIEWED AND APPROVED BY THE DGI DIRECTORS. EXECUTIVE VICE PRESIDENTS' COMPENSATION IS EITHER APPROVED BY THE PRESIDENT OR IN ACCORDANCE WITH THE PROCEDURE OF DELTA DENTAL OF CALIFORNIA (BY WHOM THEY ARE EMPLOYED). ALL COMPENSATION FOR THE ENSUING YEAR IS ONLY APPROVED AFTER REVIEWING COMPARABILITY DATA PRESENTED BY AN OUTSIDE COMPENSATION CONSULTANT, AN ASSESSMENT OF EACH OFFICER'S PERFORMANCE OVER THE PRECEDING YEAR, AND THE ORGANIZATION'S PROGRAM ACCOMPLISHMENTS FOR THE YEAR. THIS PROCESS WAS FOLLOWED FOR 2013 COMPENSATION. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION ANNUALLY INCLUDES MAJOR PORTIONS OF ITS FINANCIAL STATEMENT IN A PUBLISHED ANNUAL REPORT THAT IS MADE AVAILABLE TO PERSONS OR ENTITIES KNOWN TO HAVE AN INTEREST IN THE ORGANIZATION, AND IS AVAILABLE TO THE LARGER PUBLIC UPON REQUEST. STATUTORY FINANCIAL STATEMENTS ARE INCLUDED IN QUARTERLY AND ANNUAL RETURNS TO STATE DEPARTMENTS OF INSURANCE REGULATING THE ORGANIZATION WHICH RETURNS ARE AVAILABLE TO THE PUBLIC. THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS OR CONFLICT OF INTEREST POLICY AVAILABLE TO THE PUBLIC. FORM 990, PART IX, LINE 24E MISC O/S SERVICES: PROGRAM SERVICE EXPENSES 101,398. MANAGEMENT AND GENERAL EXPENSES 9,371. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 110,769. BOD MTG EXPENSE: PROGRAM SERVICE EXPENSES 62,957. MANAGEMENT AND GENERAL EXPENSES 5,818. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 68,775. PENALTIES: PROGRAM SERVICE EXPENSES 27,848. MANAGEMENT AND GENERAL EXPENSES 2,574. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 30,422. OTHER: PROGRAM SERVICE EXPENSES 15,621. MANAGEMENT AND GENERAL EXPENSES 1,444. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 17,065. SUBSCRIPTIONS/MEMBERSHIPS: PROGRAM SERVICE EXPENSES 13,049. MANAGEMENT AND GENERAL EXPENSES 1,206. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 14,255. CLAIMS ADJUSTMENT EXPENSE: PROGRAM SERVICE EXPENSES -7,611. MANAGEMENT AND GENERAL EXPENSES -703. FUNDRAISING EXPENSES 0. TOTAL EXPENSES -8,314. PART VII, SCHEDULE J; SCHEDULE R THE ORGANIZATION, REGULATED BY THE NEW YORK DEPARTMENT OF FINANCIAL SERVICES, IS A MEMBER OF THE DELTA DENTAL OF CALIFORNIA ENTERPRISE COMPANIES, WHICH INCLUDE DELTA DENTAL OF CALIFORNIA, DELTA DENTAL OF PENNSYLVANIA AND AFFILIATED COMPANIES OPERATING IN 15 STATES, THE DISTRICT OF COLUMBIA, PUERTO RICO AND THE U.S. VIRGIN ISLANDS. THE ENTERPRISE COMPANIES COMPRISE ONE OF THE NATION'S LARGEST DENTAL BENEFITS DELIVERY SYSTEMS COVERING 26 MILLION ENROLLEES AND HANDLING 39 MILLION CLAIMS. TOTAL REVENUE FOR THE ENTERPRISE EXCEEDED $7.1 BILLION IN 2013. THE ORGANIZATION AND ITS SUBSIDIARIES REPRESENT APPROXIMATELY 5% OF TOTAL ENTERPRISE REVENUES. FORM 990, PT. VII, SEC. A, COL. (E); SCH. J, PT. II, LINE (II), COL. B(III) AS A RESULT OF REACHING AGE 65 IN 2011, MR. RADINE WAS NO LONGER ELIGIBLE TO PARTICIPATE IN THE COMPANY'S EXECUTIVE SUPPLEMENTAL PENSION PLAN (ESPP). MR. RADINE'S EMPLOYMENT AGREEMENT PROVIDED MR. RADINE BE PAID A CASH INCENTIVE IN LIEU OF CONTINUED ESPP PARTICIPATION UNTIL A LONG-TERM INCENTIVE PLAN WENT INTO EFFECT IN 2013. THE CASH INCENTIVE WAS AN ACTUARIAL CALCULATION AS IF MR. RADINE HAD REMAINED IN THE ESPP DURING CALENDAR YEAR 2012. FORM 990, PART VII AND SCHEDULE J: EFFECTIVE JANUARY 1, 2012 DELTA DENTAL OF NEW YORK ESTABLISHED THE LONG-TERM INCENTIVE PLAN (LTIP) FOR ELIGIBLE EMPLOYEES OF THE COMPANY. THE PURPOSE OF THE LTIP IS TO PROVIDE INCENTIVE FOR ELIGIBLE EMPLOYEES' CONTRIBUTION TO THE COMPANY'S LONG-TERM SUCCESS. THE LTIP IS UNFUNDED AND ALL PAYMENTS FROM THE LTIP ARE DERIVED FROM THE EQUITY GAINS OF THE COMPANY. AS SUCH THERE IS NO GUARANTEE OF INCENTIVE PAYMENTS UNDER THE LTIP. UPON DELEGATION BY CERTAIN OFFICERS OF THE BOARD, THE CEO AND MANAGEMENT COMMITTEE HAS THE SOLE AND ABSOLUTE DISCRETION TO DETERMINE THE PERFORMANCE OBJECTIVES, BOTH FINANCIAL AND NONFINANCIAL, UPON WHICH PAYMENT OF AWARDS ARE BASED AND THE TIME PERIOD DURING WHICH PERFORMANCE SHALL BE MEASURED (LTIP CYCLE). THE CURRENT LTIP CYCLE IS JANUARY 1, 2013 THROUGH DECEMBER 31, 2015. FORM 990, PART VI, SECTION A, LINE 4 IN SEPTEMBER 2012, DELTA DENTAL OF CALIFORNIA ("DDC") FILED AN APPLICATION WITH THE NEW YORK STATE DEPARTMENT OF FINANCIAL SERVICES ("NYSDFS") SEEKING APPROVAL TO ACQUIRE CONTROL OF DELTA DENTAL OF NEW YORK, INC. ("DDNY"), A NON-PROFIT DENTAL INDEMNITY CORPORATION LICENSED PURSUANT TO ARTICLE 43 OF THE NEW YORK INSURANCE LAW. ON OCTOBER 30, 2013, THE NYSDFS APPROVED DDC'S APPLICATION, AND ON DECEMBER 4, 2013, DDNY FORMALLY BECAME A MEMBER OF THE DDC INSURANCE HOLDING COMPANY SYSTEM. AS A NON-PROFIT, THIS ACQUISITION OF CONTROL WAS MADE EFFECTIVE BY A CHANGE IN THE BYLAWS, APPROVED BY THE DDNY CORPORATE MEMBERS AND THE NYSDFS, THAT CHANGED THE CORPORATE MEMBERSHIP FROM BEING COMPRISED OF THE DDNY DIRECTORS TO BEING COMPRISED OF THE DIRECTORS OF DENTEGRA GROUP, INC. DELTA DENTAL COMMUNITY CARE FOUNDATION - 100 FIRST STREET SAN FRANCISCO CA 94105 371570764 CHARITABLE ORGANIZATION CA 501(C)(3) PF DENTEGRA GROUP INC 0 DELTA DENTAL OF PENNSYLVANIA ONE DELTA DRIVE MECHANICSBURG PA 17055 231667011 DENTAL INSURANCE PA 501(C)(4) DENTEGRA GROUP INC 0 DELTA DENTAL OF DELAWARE INC ONE DELTA DRIVE MECHANICSBURG PA 17055 510228088 DENTAL INSURANCE DE 501(C)(4) DENTEGRA GROUP INC 0 DELTA DENTAL OF WEST VIRGINIA INC ONE DELTA DRIVE MECHANICSBURG PA 17055 550523124 DENTAL INSURANCE WV 501(C)(4) DENTEGRA GROUP INC 0 DELTA DENTAL OF CALIFORNIA 100 FIRST STREET SAN FRANCISCO CA 94105 941461312 DENTAL INSURANCE CA 501(C)(4) DENTEGRA GROUP INC 0 DELTA DENTAL OF DISTRICT OF COLUMBIA ONE DELTA DRIVE MECHANICSBURG PA 17055 521479587 DENTAL INSURANCE DC 501(C)(4) DENTEGRA GROUP INC 0 PACA MANAGEMENT LLC ONE DELTA DRIVE MECHANICSBURG PA 17055 943277375 INSURANCE MANAGEMENT DE DELTA DENTAL OF CALIFORNIA RELATED 0 0 DENTEGRA GROUP INC 100 FIRST STREET SAN FRANCISCO CA 94105 943386049 HOLDING COMPANY DE N/A C 0 DENTEGRA INSURANCE COMPANY 100 FIRST STREET SAN FRANCISCO CA 94105 751233841 INSURANCE COMPANY DE DDC INSURANCE HOLDINGS INC C 0 DENTEGRA INSURANCE COMP OF NEW ENGLAND 100 FIRST STREET SAN FRANCISCO CA 94105 042890218 INSURANCE COMPANY MA DDC INSURANCE HOLDINGS INC C 0 DELTA DENTAL INSURANCE COMPANY 100 FIRST STREET SAN FRANCISCO CA 94105 942761537 INSURANCE COMPANY DE DDC INSURANCE HOLDINGS INC C 0 ALPHA DENTAL OF NEVADA INC 100 FIRST STREET SAN FRANCISCO CA 94105 880244893 INSURANCE COMPANY NV DDC INSURANCE HOLDINGS INC C 0 ALPHA DENTAL OF UTAH INC 100 FIRST STREET SAN FRANCISCO CA 94105 860672505 INSURANCE COMPANY UT DDC INSURANCE HOLDINGS INC C 0 ALPHA DENTAL PROGRAMS INC 100 FIRST STREET SAN FRANCISCO CA 94105 742447512 INSURANCE COMPANY TX DDC INSURANCE HOLDINGS INC C 0 ALPHA DENTAL OF ALABAMA INC 100 FIRST STREET SAN FRANCISCO CA 94105 630796079 INSURANCE COMPANY AL DDC INSURANCE HOLDINGS INC C 0 ALPHA DENTAL OF NEW MEXICO INC 100 FIRST STREET SAN FRANCISCO CA 94105 330279230 INSURANCE COMPANY NM DDC INSURANCE HOLDINGS INC C 0 ALPHA DENTAL OF ARIZONA INC 100 FIRST STREET SAN FRANCISCO CA 94105 930939835 INSURANCE COMPANY AZ DDC INSURANCE HOLDINGS INC C 0 DENTEGRA SEGURO DENTALES SA INSURGENTES SUR 826 PISO 15 COL DEL VALLE FC DF 01300 MX INSURANCE COMPANY MX DENTEGRA INSURANCE COMPANY C 0 DELTA REINSURANCE CORPORATION CGI TOWER 2ND FLOOR WARRENS ST. MICHAEL BB 980096711 REINSURANCE BB DELTA DENTAL OF PENNSYLVANIA C 0 DELTA DENTAL OF PUERTO RICO 14 CALLE 2 SUITE 200 GUAYNABO RQ 00968 660436769 INSURANCE COMPANY RQ DELTA DENTAL OF CALIFORNIA C 0 SERVICIOS DENTALES DENTEGRA SA DE CV INSURGENTES SUR 826 PISO 15 COL DEL VALLE FC DF 01300 MX INSURANCE ADMINISTRATION MX DENTEGRA INSURANCE COMPANY C 0 DDC INSURANCE HOLDINGS INC 100 FIRST STREET SAN FRANCISCO CA 94105 274251930 HOLDING COMPANY DE DELTA DENTAL OF CALIFORNIA C 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 1 0 1 1 DELTA REINSURANCE CORPORATION S 87757939 DELTA REINSURANCE CORPORATION R 94899311 DELTA DENTAL OF CALIFORNIA M 730893 DELTA DENTAL OF CALIFORNIA P 327194 PACA MANAGEMENT LLC M 27455755 DELTA DENTAL OF PENNSYLVANIA P 642657