2014-11-13T09:11:31-06:00 2013-12-31 PricewaterhouseCoopers LLP 800 Market Street St Louis MO 63101 990 2013-01-01 930438772 OREGON DENTAL SERVICE % DAVID EVANS OREG 5032286554 601 SW SECOND AVENUE Suite PORTLAND OR 972043154 David Evans Senior VP & CFO 5032286554 2014-11-11 true JEFFREY J KOHLER 5032286554 2013 2015-11-30 17:44:51Z DAVID EVANS 601 SW SECOND AVENUE PORTLAND OR 97204 363875874 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 336437110 335717374 635636 660504 8873984 3104199 345946730 339482077 187320 357741 304150670 302329255 48667679 51318400 0 0 0 -20129801 -21777528 332875868 332227868 13070862 7254209 158824151 166511219 39884887 40583624 118939264 125927595 PROVISION OF DENTAL SERVICES TO THE GENERAL PUBLIC TO ASSIST IN ENCOURAGING PREVENTION, EDUCATION, AND GENERAL DENTAL HEALTH false false 302686996 357741 334756550 PROVISION OF DENTAL SERVICES TO THE GENERAL PUBLIC TO ASSIST IN ENCOURAGING PREVENTION, EDUCATION, AND GENERAL DENTAL HEALTH. 1060085 960824 PROVISION OF EDUCATION TO THE DENTAL COMMUNITY 303747081 false false false false false false false false false true true false false true true false true false false false false false false false false false true false true false false false false false true false false false false false false false true true true false true 20320 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 X 36300 Robert G Gootee CEO 10.5 39.5 X X 10599903 2627087 David Howerton Director 1.0 X 52500 Mark Jensen Director 1.0 X 32000 4000 George Passadore Director 1.0 X 36300 Jill Eberwein Director 1.0 X 31500 Molly Bordonaro Director 1.0 X 33000 Thomas J Bikales Secretary 13.5 36.5 X 220125 51727 William Ten Pas PRESIDENT 32.5 17.5 X 3339903 101725 David Evans TREASURER 5.5 44.5 X 440093 199312 Kraig Anderson Vice President 7.5 42.5 X 314540 85721 Susan Hansen Vice President 18.5 31.5 X 266590 25294 Tracie Murphy SR Vice President 15.0 35.0 X 446714 201472 Robin Richardson SR Vice President 50.0 X 437592 200092 William Johnson SR Vice President 50.0 X 539755 221446 Steven Wynne Executive Vice President 1.0 49.0 X 576139 297769 Jay Lamb Senior Vice President 13.5 36.5 X 307279 50000 James Foley Vice President 2.0 48.0 X 373071 59240 CHANDRA WAHRGREN VICE PRESIDENT 13.5 36.5 X 268738 47718 Jonathan Nicholas Vice President 3.0 47.0 X 275013 53878 Teri Barichello Vice President 13.0 37.0 X 274860 50305 Robert Mills Director 50.0 X 245518 11808 221600 18925833 4288594 0 false true false SHAKTI SOLUTIONS 3160 Bee Caves Road 300B AUSTIN TX 78746 OFFSHORE/IT SUPPORT 1697119 Vanderhouwen Associates Inc 6342 SW Macadam Ave PORTLAND OR 97239 Tech Staff Placement 1214552 ISITE DESIGN INC 2030 NW Pettygrove Street PORTLAND OR 97209 Web Service 576249 Benefitfocuscom Inc 100 Benefitfocus Way CHARLESTON SC 29492 Web Service 548465 Deloitte Touche LLP 111 SW 5th Ave Suite 3900 PORTLAND OR 97204 Accounting 624356 52 X 0 DENTAL SERVICES 524114 334756550 334756550 EDUCATION TO THE DENTAL COMMUNITY 611710 960824 960824 335717374 633675 633675 0 0 553752 553752 0 553752 553752 24406776 13850 24376395 17402 30381 -3552 26829 26829 0 0 0 MISC INCOME 900099 60842 60842 INVESTMENT IN SUBSIDIARY 900003 2489605 2489605 2550447 339482077 338267821 1214256 X 357741 357741 0 0 302329255 302329255 221600 221600 0 44878259 707648 44170611 1690965 1690965 1400878 1400878 3126698 3126698 0 15955 15955 955659 955659 0 0 52338 52338 1230197 1230197 1652431 1652431 9897204 35587 9861617 2794447 2794447 0 5243145 266880 4976265 601635 601635 0 0 0 0 6009260 836 6008424 559529 559529 EXPENSE ALLOCATION -55026904 -55026904 C0MMISSIONS AND BROKER FEES 2308716 2308716 BOARDS & ASSOCIATIONS 353118 353118 UTILITIES 36730 36730 1539012 49134 1489878 332227868 303747081 28480787 0 X -8634965 8393924 0 0 0 0 13557254 12613536 0 0 0 0 0 0 0 0 2236820 2910353 58415770 37848147 21339315 20567623 32882284 22757849 97299130 99135772 0 0 0 0 144313 132162 158824151 166511219 15559429 18178883 0 0 0 0 0 0 0 0 0 0 0 0 0 0 24325458 22404741 39884887 40583624 X 30000 30000 20247852 20247852 98661412 105649743 118939264 125927595 158824151 166511219 7254209 -265878 X false true X true false 612191 612191 6350866 1362790 4988076 5334713 3033975 2300738 40276468 28946388 11330080 5841532 4504994 1336538 20567623 HEALTH SERVICE GROUP 89445173 C INVESTMENTS MARKET VALUE -11928 F DEFERRED COMP. INVESTMENT 9519224 F INVESTMENTS MONEY MARKET 183303 F 99135772 0 ADVANCE DEPOSITS 3043320 ESTIMATED POLICY CLAIMS 97350 PROVISION FOR REFUNDABLE REV 4586596 DEFERRED COMP RESERVE 9572551 CAPITAL LEASE OBLIGATIONS 2760474 UNEARNED PREMIUMS 1350 CONTINGENCY RESERVE 396100 IBNR 1947000 22404741 X Schedule D, Part X, Line 2 The Company did not have any unrecognized income tax benefits as of December 31, 2013 or 2012. true OHSU FOUNDATION 1121 SE SALMON ST Suite 100 PORTLAND OR 97205 237083114 501(c)(3) 257500 School of Dentistry Capital Campaign - New building fund Washington Oral Health 126 NW Canal ST Seattle WA 98107 911869855 501(c)(3) 10000 Charity Oregon Dental Association PO Box 3710 Wilsonville OR 97070 930243383 501(c)(3) 10000 Charity Alaska Dental Society 9170 Jewel Lake Rd 203 Anchorage AK 99502 208435454 501(c)(3) 7500 Charity Cycle Oregon 2124 N Flint Ave Portland OR 97227 931056645 501(c)(4) 7500 Charity Inland NW Community Foundation 618 W Riverside Ave 302 Spokane WA 99201 910941053 501(c)(3) 7500 Charity 5 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 X X X X false true X X X X false true false false false false false false false Kraig Anderson Vice President 221448 85749 7343 84821 900 400261 Thomas J Bikales Secretary 155656 56335 8134 50827 900 271852 Robert G Gootee CEO 843320 820704 8935879 2611247 15840 13226990 8921751 Susan Hansen Vice President 178116 74277 14197 23914 1380 291884 Tracie Murphy SR Vice President 265898 168160 12656 198712 2760 648186 Robin Richardson SR Vice President 263808 168160 5624 198712 1380 637684 William Ten Pas PRESIDENT 423081 273568 2643254 86485 15240 3441628 2636775 David Evans TREASURER 263623 168160 8310 198712 600 639405 James Foley Vice President 304972 60899 7200 55280 3960 432311 67384 William Johnson SR Vice President 330400 203950 5405 221446 761201 CHANDRA WAHRGREN VICE PRESIDENT 186666 75013 7059 47178 540 316456 Steven Wynne Executive Vice President 462785 112500 854 297769 873908 Jay Lamb Senior Vice President 301366 5913 50000 357279 Jonathan Nicholas Vice President 216458 51185 7370 49918 3960 328891 Teri Barichello Vice President 205650 62956 6254 50305 325165 Robert Mills Director 235262 10000 256 11808 257326 Part I, Line 1a 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 and companion 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. Companion travel for the Board and officers is occasionally reimbursed in connection with leadership retreats at which companions participate in educational and other company-related events. The organization's general policies relating to prior approval of expenses and/or checks and balances as to who can approve such exceptional expenses ensure that decisions to take on such expenses are made in a fiscally responsible manner. Tax gross up payments are approved by the CEO or, in the case of benefit to senior management, by the Board. Limited reimbursement for club dues is available as an employee benefit based on an individual's level in the organization. Part 1, Line 1b The financial planning benefit is grossed up and included in taxable compensation. A portion of the benefit was treated as taxable compensation. Part 1, Line 4b Persons listed on Form 990, Part VII that received payments from a supplemental nonqualified retirement plan during the year: Robert Gootee $8,921,751 William Ten Pas $2,636,775 (These amounts have been previously reported on a Prior Form 990) Supplemental Executive Retirement Program: In 2012, the Company approved the termination of the supplemental defined benefit retirement plan, which was settled in 2013. Previously, the Company provided a supplemental defined benefit retirement plan to cover certain key employees who have at least five or more years of service and met certain other eligibility requirements. Benefits were based on years of service and the employee's final average pay, as defined by the plan. 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). DAVID HOWERTON DIRECTOR 1673011 DENTAL SERVICE PROVIDER false MARK JENSEN DIRECTOR 137250 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 Health Services Group, Inc. Health Services Group, Inc. provides certain administrative services including accounting, data processing, facilities, purchasing, legal and senior executive management. OREGON DENTAL ASSOCIATION PO BOX 3710 WILSONVILLE OR 97070 930243383 DENTAL PROFES OR 501(c)(6) N/A NA false DENTAL FOUNDATION OF OREGON 8699 SW SUN PLACE WILSONVILLE OR 97070 930818476 ORAL HEALTH OR 501(C)(3) 11A NA false Payless Drug Pharmacy Group LLC 601 SW Second Avenue Portland OR 97204 463324446 Pharm. Drug Sales OR PayLess Drug St Unrelated 1228845 25220907 false true 0.70000 360 Bond LLC 601 SW SECOND AVENUE SUITE 2400 PORTLAND OR 97204 260233981 REAL ESTATE MGMT OR Moda Health Pla Unrelated -123691 21307000 false true 0.80000 Health Services Group Inc 601 SW Second Avenue Portland OR 972043156 931083363 Holding Compa OR NA C -3453742 140760628 1.00000 true MODA HEALTH PLAN INC 601 SW Second Avenue Portland OR 97204 930989307 Insurance OR HSG Inc C 10540066 215879698 1.00000 true Dentists Benefits Insurance Company 601 SW Second Avenue Portland OR 97204 930890424 Insurance OR MODA Health C 818145 18341279 1.00000 true Benefithelp Solutions Inc 601 SW Second Avenue Portland OR 97204 931135521 Admin. Servic OR MODA Health C 226416 4285797 1.00000 true ODS Community Health Inc 601 SW Second Avenue Portland OR 97204 450528457 Medicaid Ins OR MODA Health C 89956 6060168 1.00000 true Dentists Benefit Corporation 601 SW Second Avenue Portland OR 97204 930787508 Market Liab. OR HSG Inc C -9520 2306241 1.00000 true Dentists Management Corporation 601 SW Second Avenue Portland OR 97204 930792340 Dev & Mkt Mgm OR HSG Inc C -39553 1761538 1.00000 true ODS Plaza Inc 601 SW Second Avenue Portland OR 97204 830453200 R. Estate Hol OR MODA Health C 81728 6852117 1.00000 true Northwest Dentists Insurance Company 601 SW Second Avenue Portland OR 97204 911444206 Markets Liab. WA HSG Inc C 784776 20666917 0.75000 true Dental Commerce Corporation 601 SW Second Avenue Portland OR 97204 352410053 Consumer Lend OR HSG INC C 66288 2983948 1.00000 true CareRx Inc 16100 SW 72nd Tigard OR 97224 Tigard OR 97224 943382598 Pharma. Drug Sale OR Payless Drug St C 8191 29259492 true Payless Drug Stores Inc 16100 SW 72ND Tigard OR 97224 931278451 Pharma. Drug Sale OR HSG INC C 1129412 22838176 1.00000 true false true false false false false false false false false false true true false true false false false HEALTH SERVICES GROUP M 13824418 CLIENT RECORDS HEALTH SERVICES GROUP N 34465959 CLIENT RECORDS HEALTH SERVICES GROUP P 7048624 CLIENT RECORDS