2013-10-31T09:03:32-05:00 2012-12-31 PricewaterhouseCoopers LLP 800 Market Street St Louis MO 63101 990 2012-01-01 930438772 OREGON DENTAL SERVICE % DAVID EVANS OREG 5032286554 601 SW SECOND AVENUE Suite PORTLAND OR 972043154 David Evans 5032286554 2013-10-30 true Jeff J Kohler 3142068500 2012 2016-03-07 17:11:31Z DAVID EVANS 601 SW SECOND AVENUE PORTLAND OR 97204 359909664 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 337143317 336437110 615853 635636 5330382 8873984 343089552 345946730 185058 187320 306531496 304150670 40109547 48667679 0 0 0 -14128250 -20129801 332697851 332875868 10391701 13070862 146205516 158824151 40894540 39884887 105310976 118939264 PROVISION OF DENTAL SERVICES TO THE GENERAL PUBLIC TO ASSIST IN ENCOURAGING PREVENTION, EDUCATION, AND GENERAL DENTAL HEALTH false false 304337990 187320 335577064 PROVISION OF DENTAL SERVICES TO THE GENERAL PUBLIC TO ASSIST IN ENCOURAGING PREVENTION, EDUCATION, AND GENERAL DENTAL HEALTH. 1117155 860046 PROVISION OF EDUCATION TO THE DENTAL COMMUNITY 305455145 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 19977 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 1.0 X 35300 Robert G Gootee 50.0 X X 10318923 173968 David Howerton 1.0 X 35500 Mark Jensen 1.0 X 31500 4000 George Passadore 1.0 X 34800 Jill Eberwein 1.0 X 33000 Molly Bordonaro 1.0 X 33000 Thomas J Bikales 50.0 X 191636 50844 William Ten Pas 50.0 X 3258383 91222 David Evans 50.0 X 353153 181779 Susan Hansen 50.0 X 212345 24776 Tracie Murphy 50.0 X 355191 182714 Robin Richardson 50.0 X 352103 182404 William Johnson 50.0 X 435768 178153 Steven Wynne 50.0 X 200197 19131 Kraig Anderson 50.0 X 250124 56589 James Foley 50.0 X 267231 55235 ROBERT MILLS 50.0 X 258146 11384 CHANDRA WAHRGREN 50.0 X 238927 43069 Scott Loftin 50.0 X 218339 45423 203100 16910466 1300691 0 false true false SHAKTI SOLUTIONS 3160 Bee Caves Road 300B AUSTIN TX 78746 OFFSHORE/IT SUPPORT 1057544 Vanderhouwen Associates Inc 6342 SW Macadam Ave PORTLAND OR 97239 Tech Staff Placement 969293 Clarity 1001 SE Water Avenue Suite 400 PORTLAND OR 97214 Education IT 733771 ISITE DESIGN INC 2030 NW Pettygrove Street PORTLAND OR 97209 Web Service 331146 ZIBA DESIGN INC 1044 NW 9th Ave PORTLAND OR 97209 Design 257960 46 0 DENTAL SERVICES 524114 335577064 335577064 EDUCATION TO THE DENTAL COMMUNITY 611710 860046 860046 336437110 563329 563329 0 0 553752 553752 0 553752 553752 14018241 17000 13932949 29985 85292 -12985 72307 72307 0 0 0 MISC INCOME 900099 21383 21383 INVESTMENT IN SUBSIDIARY 900003 8298849 8298849 8320232 345946730 344757342 1189388 X 187320 187320 0 0 0 0 304150670 304150670 203100 203100 0 41144193 737081 40407112 1724857 1724857 2455474 2455474 3140055 3140055 0 12409 12409 728680 728680 0 0 62484 62484 1049002 1049002 1200497 1200497 9692832 31248 9661584 2740120 2740120 0 6031823 266880 5764943 603698 603698 0 0 0 0 4087481 20358 4067123 477646 477646 EXPENSE ALLOCATION -51003823 -51003823 C0MMISSIONS AND BROKER FEES 2204325 2204325 BOARDS & ASSOCIATIONS 348568 348568 UTILITIES 35245 35245 1599212 61588 1537624 332875868 305455145 27420723 0 X -7605147 -8634965 0 0 0 0 11557545 13557254 0 0 0 0 0 0 0 0 2097730 2236820 55327830 33988515 20146461 21339315 31095076 32882284 88731185 97299130 0 0 0 0 182666 144313 146205516 158824151 14942933 15559429 0 0 0 0 0 0 0 0 0 0 0 0 0 0 25951607 24325458 40894540 39884887 X 30000 30000 20247852 20247852 85033124 98661412 105310976 118939264 146205516 158824151 X 13070862 557426 X false true X true false 612191 612191 6350866 1204018 5146848 4835927 2733662 2102265 37333055 24951490 12381565 6195791 5099345 1096446 21339315 HEALTH SERVICE GROUP 86955568 C INVESTMENTS MARKET VALUE 731949 F DEFERRED COMP. INVESTMENT 9611613 F 97299130 0 ADVANCE DEPOSITS 2932457 ESTIMATED POLICY CLAIMS 110500 PROVISION FOR REFUNDABLE REV 5569853 DEFERRED COMP RESERVE 9611613 CAPITAL LEASE OBLIGATIONS 3365462 UNEARNED PREMIUMS 42328 CONTINGENCY RESERVE 483245 IBNR 2210000 24325458 X LIABILITY FOR UNCERTAIN TAX POSITIONS UNDER FIN 48 (ASC 740) SCHEDULE D, PART X, LINE 2 THE COMPANY DID NOT HAVE ANY UNRECOGNIZED INCOME TAX BENEFITS AS OF DECEMBER 31, 2012 OR 2011. true OHSU FOUNDATION 1121 SE SALMON ST Suite 100 PORTLAND OR 97205 237083114 501(c)(3) 100000 School of Dentistry Capital Campaign - New building fund Washington Oral Health 126 NW Canal ST Seattle WA 98107 911869855 501(c)(3) 10000 Charity INLAND NW COMMUNITY FOUNDATION 618 W RIVERSIDE AVE SPOKANE WA 99201 910941053 501(C)(3) 7500 CHARITY NORTHWEST MOTHERS MILK 417 SW 117TH AVE PORTLAND OR 97225 263458029 501(c)(3) 7500 CHARITY 4 Procedures for Providing Grants and Assistance to Invididuals Part I, Ln 2 Prior to granting funds the company scrutinizes the charitable organizations that it donates to and ensures they are creditable 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 182948 60000 7176 56259 330 306713 Thomas J Bikales 149969 35000 6667 50369 475 242480 Robert G Gootee 820337 562500 8936086 169923 4045 10492891 Susan Hansen 171094 35000 6251 23536 1240 237121 Tracie Murphy 238918 110000 6273 181254 1460 537905 Robin Richardson 236828 110000 5275 181254 1150 534507 William Ten Pas 427372 187500 2643511 84962 6260 3349605 David Evans 237896 110000 5257 181254 525 534932 James Foley 228185 30000 9046 50670 4565 322466 William Johnson 289505 137500 8763 174423 3730 613921 ROBERT MILLS 227896 30000 250 11384 269530 CHANDRA WAHRGREN 172201 60000 6726 42794 275 281996 Steven Wynne 199697 500 5971 13160 219328 Scott Loftin 158834 50000 9505 44888 535 263762 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. DAVID HOWERTON DIRECTOR 1649635 DENTAL SERVICE PROVIDER false MARK JENSEN DIRECTOR 112913 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 XI, Line 5 The amount of unrealized gains and losses on the Company's books are the result of mark to market accounting on investments in pledged securities, partnership investments, and investements in stocks and bonds. 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. For officers' compensation amounts please refer to Part VII. 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 Health Services Group Inc 601 SW Second Avenue Portland OR 972043156 931083363 Holding Compa OR NA C 7608077 151186923 1.00000 true MODA HEALTH PLAN INC 601 SW Second Avenue Portland OR 97204 930989307 Insurance OR HSG Inc C 8996363 291649858 1.00000 true Dentists Benefits Insurance Company 601 SW Second Avenue Portland OR 97204 930890424 Insurance OR MODA Health C 487230 18235574 1.00000 true Benefithelp Solutions Inc 601 SW Second Avenue Portland OR 97204 931135521 Admin. Servic OR MODA Health C -6020 4805701 1.00000 true ODS Community Health Inc 601 SW Second Avenue Portland OR 97204 450528457 Medicaid Ins OR MODA Health C 559320 11944762 1.00000 true Dentists Benefit Corporation 601 SW Second Avenue Portland OR 97204 930787508 Market Liab. OR HSG Inc C -130793 1860300 1.00000 true Dentists Management Corporation 601 SW Second Avenue Portland OR 97204 930792340 Dev & Mkt Mgm OR HSG Inc C -128146 2180661 1.00000 true ODS Plaza Inc 601 SW Second Avenue Portland OR 97204 830453200 R. Estate Hol OR MODA Health C -86929 7131405 1.00000 true Northwest Dentists Insurance Company 601 SW Second Avenue Portland OR 97204 911444206 Markets Liab. OR HSG Inc C 285385 19372906 0.75000 true Dental Commerce Corporation 601 SW Second Avenue Portland OR 97204 352410053 Consumer Lend OR HSG INC C 20799 2165876 1.00000 true Care Rx 16100 SW 72nd Tigard OR 97224 Tigard OR 97224 Pharma.Drug Sales HSG Inc C -533431 29950954 1.00000 true false true false false false false false false false false false false true true false true false false false DENTAL FOUNDATION OF OREGON B 23515 CASH GRANT DENTAL FOUNDATION OF OREGON N 100000 ESTIMATED COST HEALTH SERVICES GROUP M 9362139 CLIENT RECORDS HEALTH SERVICES GROUP N 34781328 CLIENT RECORDS HEALTH SERVICES GROUP P 6860356 CLIENT RECORDS