TY 2010 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

The organization may have to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0047

2010

Open to Public Inspection

A For the calendar year, or tax year beginning 01-01-2010 and ending 12-31-2010

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
Delta Dental of Pennsylvania

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
One Delta Drive

Room/suite

City or town, state or country, and ZIP + 4
Mechanicsburg, PA17055

D Employer identification number

23-1667011

E Telephone number

G Gross receipts $ 527,431,197

F Name and address of principal officer:

Tax-exempt status: 501(c)(3) 501(c) ( 4 ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

www.deltadentalins.com

H(a)

Is this a group return for
affiliates? Yes No

H(b)

Are all affiliates included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1964

M State of legal domicile: PA

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: TO ADVANCE DENTAL HEALTH AND ACCESS THROUGH EXCEPTIONAL DENTAL BENEFITS, SERVICE, TECHNOLOGY, AND PROFESSIONAL SUPPORT.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ....	3	20
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	13
5	Total number of individuals employed in calendar year 2010 (Part V, line 2a) ...	5	879
6	Total number of volunteers (estimate if necessary) ....	6
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ..	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 ..	7b

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	474,451,482	521,387,557
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	1,137,040	1,717,096
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	0	0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	475,588,522	523,104,653
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	253,927	300,996
14	Benefits paid to or for members (Part IX, column (A), line 4) ....	427,494,593	469,378,602
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	24,901,142	20,760,000
16a	Professional fundraising fees (Part IX, column (A), line 11e)....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24f)....	15,610,387	26,033,862
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	468,260,049	516,473,460
19	Revenue less expenses. Subtract line 18 from line 12......	7,328,473	6,631,193
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16)............	96,587,140	120,682,036
21	Total liabilities (Part X, line 26)............	51,123,695	65,522,069
22	Net assets or fund balances. Subtract line 21 from line 20 .....	45,463,445	55,159,967

Part II

Signature Block

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title.

Paid Preparer's Use Only	Preparer's signature	Date	Check if self- employed	Preparer’s taxpayer identification number (see instructions)
	Firm’s name (or yours if self-employed), address, and ZIP + 4			EIN
				Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ......... Yes No

For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2010)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response to any question in this Part III . . . . . . . . . .

Briefly describe the organization’s mission: TO ADVANCE DENTAL HEALTH AND ACCESS THROUGH EXCEPTIONAL DENTAL BENEFITS, SERVICE, TECHNOLOGY, AND PROFESSIONAL SUPPORT.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? .................... Yes No

If “Yes,” describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? .......................... Yes No

If “Yes,” describe these changes on Schedule O.

Describe the exempt purpose achievements for each of the organization’s three largest program services by expenses.
Section 501(c)(3) and 501(c)(4) organizations and section 4947(a)(1) trusts are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ 509,537,877 including grants of $ ) (Revenue $ 521,387,557 )
	The organization provided dental benefit coverage for 1,848,598 beneficiaries in 2010 primarily through contracts with independent dentists serving 3,741 purchasing groups. The organization paid more than $469 million for dental care during 2010.

4b	(Code: ) (Expenses $ 300,996 including grants of $ 300,996 ) (Revenue $ )
	The organization made grants during 2010 to foster improved access to dental health care treatment, to support professional dental education, and to provide oral health instruction for patients.

4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services. (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses$ 509,838,873

Form 990 (2010)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule A.....................

Is the organization required to complete Schedule B, Schedule of Contributors? ........

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part I..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities? If “Yes,” complete Schedule C,
Part II.........................

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If “Yes,” complete Schedule C, Part III........................

Did the organization maintain any donor advised funds or any similar funds or accounts where donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete
Schedule D, Part I Click to see attachment

.......................

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas or historic structures? If “Yes,” complete Schedule D, Part II Click to see attachment

...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III Click to see attachment

....................

Did the organization report an amount in Part X, line 21; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If “Yes,”
complete Schedule D, Part IV Click to see attachment

...................

Did the organization, directly or through a related organization, hold assets in term, permanent,or quasi-endowments? If “Yes,” complete Schedule D, Part V Click to see attachment

If the organization’s answer to any of the following questions is ‘Yes,’ then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable:

Did the organization report an amount for land, buildings, and equipment in Part X, line10? If “Yes,” complete Schedule D, Part VI. Click to see attachment

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VII. Click to see attachment

11b

Yes

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIII. Click to see attachment

11c

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IX. Click to see attachment

11d

Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part X. Click to see attachment

11e

Yes

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part X. Click to see attachment

11f

Yes

12a

Did the organization obtain separate, independent audited financial statements for the tax year? If “Yes,” complete Schedule D, Parts XI, XII, and XIII Click to see attachment

12a

Was the organization included in consolidated, independent audited financial statements for the tax year? If “Yes,” and if the organization answered ‘No’ to line 12a, then completing Schedule D, Parts XI, XII, and XIII is optional Click to see attachment

12b

Yes

Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E

14a

Did the organization maintain an office, employees, or agents outside of the United States?....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, and program service activities outside the United States? If “Yes,” complete Schedule F, Part I.........

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the U.S.? If “Yes,” complete Schedule F, Part II..

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the U.S.? If “Yes,” complete Schedule F, Part III..

Did the organization report a total of more than $15,000, of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If “Yes,” complete Schedule G, Part II..........

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If “Yes,” complete Schedule G, Part III...................

Form 990 (2010)

Page 4

Part IV

Checklist of Required Schedules (continued)

20a

Did the organization operate one or more hospitals? If “Yes,” complete Schedule H.....

20a

Did the organization attach its audited financial statement to this return? Note: All Form 990 filers that operate one or more hospitals must attach audited financial statements. .....

20b

Did the organization report more than $5,000 of grants and other assistance to governments and organizations in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II.. Click to see attachment

Yes

Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III..... Click to see attachment

Did the organization answer “Yes” to Part VII, Section A, questions 3, 4, or 5, about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J................ Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer questions 24b–24d and complete Schedule K. If “No,” go to line 25................

24a

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?...

24d

25a

Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If “Yes,” complete Schedule L, Part I...... Click to see attachment

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I................ Click to see attachment

25b

Was a loan to or by a current or former officer, director, trustee, key employee, highly compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II........................... Click to see attachment

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor, or a grant selection committee member, or to a person related to such an individual? If “Yes,” complete Schedule L, Part III............... Click to see attachment

Was the organization a party to a business transaction with one of the following parties? (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV ......................... Click to see attachment

28a

Yes

A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV................... Click to see attachment

28b

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or owner? If “Yes,” complete Schedule L, Part IV.. Click to see attachment

28c

Yes

Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M............

Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II.......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If “Yes,” complete Schedule R, Part I........ Click to see attachment

Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Parts II, III, IV, and V, line 1..................... Click to see attachment

Yes

Is any related organization a controlled entity within the meaning of section 512(b)(13)? .....

Yes

Did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2... Click to see attachment

YesNo

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part V, line 2...........

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If “Yes,” complete Schedule R, Part VI Click to see attachment

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11 and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2010)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response to any question in this Part V . . . . . . . . . .

Yes

Enter the number reported in Box 3 of Form 1096. Enter -0- if not applicable. .......

74,844

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable.

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax Statements filed for the calendar year ending with or within the year covered by this return .....................

879

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?

Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file. (see instructions)

Yes

Did the organization have unrelated business gross income of $1,000 or more during the year?.............................

If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account or securities account)?.......................

Yes

If "Yes," enter the name of the foreign country: MediumBullet

BB
See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If “Yes” to line 5a or 5b, did the organization file Form 8886-T? ........

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible?..........

If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If “Yes,” indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?..........................

Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?...................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?...............

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?................

Sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?.........

Did the organization make a distribution to a donor, donor advisor, or related person?......

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ........

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If “Yes,” enter the amount of tax-exempt interest received or accrued during the year.

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state?
Note. All 501(c)(29) organizations must list in Schedule O each state in which they are licensed to issue qualified health plans, the amount of reserves required by each state, and the amount of reserves the organization allocated to each state.

13a

Enter the aggregate amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans.

13b

Enter the aggregate amount of reserves on hand.

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..

14b

Form 990 (2010)

Page 6

Part VI

Governance, Management, and Disclosure For each “Yes” response to lines 2 through 7b below, and for a “No” response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

Check if Schedule O contains a response to any question in this Part VI . . . . . . . . . .

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year ..............

Enter the number of voting members included in line 1a, above, who are independent .................

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? ..

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed?

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Does the organization have members or stockholders? ................

Yes

Does the organization have members, stockholders, or other persons who may elect one or more members of the governing body? .........................

Yes

Are any decisions of the governing body subject to approval by members, stockholders, or other persons? ..

Yes

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O .....

Section B. Policies (This Section B requests information about policies not required by the Internal
Revenue Code.)

Yes

10a

Does the organization have local chapters, branches, or affiliates? ............

10a

If “Yes,” does the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with those of the organization? ....

10b

11a

Has the organization provided a copy of this Form 990 to all members of its governing body before filing the form?

11a

Describe in Schedule O the process, if any, used by the organization to review the Form 990. .....

12a

Does the organization have a written conflict of interest policy? If “No,” go to line 13.......

12a

Yes

Are officers, directors or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ...........................

12b

Yes

Does the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this is done ....................

12c

Yes

Does the organization have a written whistleblower policy? ...............

Yes

Does the organization have a written document retention and destruction policy? .........

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

If "Yes" to line a or b, describe the process in Schedule O. (See instructions.)

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

If “Yes,” has the organization adopted a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and taken steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you make these available. Check all that apply.

Own website Another's website Upon request

Describe in Schedule O whether (and if so, how), the organization makes its governing documents, conflict of interest policy, and financial statements available to the public.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization: MediumBullet

JEANNE FOSTER VP FINANCE
ONE DELTA DRIVE
Mechanicsburg,PA17055
(717) 766-8500

Form 990 (2010)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response to any question in this Part VII . . . . . . . . . .

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation, and current key employees. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organizations compensated any current or former officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(C) Position (check all that apply)	(D) Reportable compensation from the organization (W- 2/1099-MISC)
(A) Name and Title
(1) Richard W Bloomingdale Director	1.0	X	8,000
(2) Eugene F Carter Jr Director	1.0	X	11,603
(3) Donald R Gordon DDS Chairman	1.0	X	19,114
(4) Kenneth G Miller DDS Director	1.0	X	8,200
(5) Gregory W Pyle DMD Director	1.0	X	7,000
(6) Dallas J Rearic Director	1.0	X	8,200
(7) John H Rhodes Chairman/Director	1.0	X	20,419
(8) S Kathleen Shivery Director	1.0	X	8,603
(9) James A Smeltzer CPA Treasurer	1.0	X	11,603
(10) Edward L Woehling DDS Secretary	1.0	X	8,200
(11) Michael B Loughran Director	1.0	X	8,200
(12) Eric N Hodges DMD Director	1.0	X	7,600
(13) Patricia A McVicker Director	1.0	X	7,600
(14) Louis J Gregorio Director	1.0	X	7,600
(15) William A DelVecchio DMD Director	1.0	X	7,600
(16) Glen F Bergert CPA Vice Chairman	1.0	X	10,752
(17) Janice Black Director	1.0	X	7,000

Form 990 (2010)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(C) Position (check all that apply)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) John Charletta Director	1.0	X			7,600
(19) Ronald Helminski Director	1.0	X			7,600
(20) Harry Meyers DDS Director	1.0	X			3,000
(21) Gary D Radine President	5.0		X			2,551,699	1,224,420
(22) Anthony S Barth Sr Chief Operating Officer	4.0		X			1,135,404	826,283
(23) Roy M Hilliard Sr Vice President, Sales	46.0		X		359,869		40,819
(24) Renee A Fisher VP, Quality Assurance & Traini	46.0		X		273,114		41,184
(25) Philip N Engle VP, Information Technology	46.0		X		261,948		41,190
(26) Michael J Castro Chief Financial Officer	4.0		X			803,300	533,238
(27) Jeanne M Foster Vice President, Finance	46.0		X		283,226		40,113
(28) Richard C Graybill VP, Underwriting and Actuarial	46.0		X		240,481		30,739
(29) Charles Lamont Esq Chief Legal Officer	4.0		X			653,956	1,513,529
(30) Karen L Robinson Assistant Secretary	46.0		X		111,377		25,899
(31) Whitney H Sherbocker Assistant Secretary	46.0		X		160,504		32,108
(32) Alicia F Weber Senior VP/Controller	4.0		X			480,957	61,373
(33) Patrick S Steele Chief Information Officer	4.0		X			818,209	1,582,585
(34) Robert D Coover Director, Sales	50.0			X	263,923		40,669
(35) Alvin E Sheets Sales Account Executive Senior	50.0			X	247,975		32,104
(36) Richard Schon Director, Sales	50.0			X	250,596		40,858
(37) Albert MacDonald Sales Account Executive Senior	50.0			X	354,470		39,945
(38) Michael Rohrbaugh Sales Account Executive	50.0			X	226,750		38,011

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	3,219,727	6,443,525	6,185,067

Total number of individuals (including but not limited to those listed above) who received more than $100,000 in reportable compensation from the organization MediumBullet

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual .............

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If “Yes,” complete Schedule J for such individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If “Yes,” complete Schedule J for such person .....

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization.

(A) Name and business address	(B) Description of services	(C) Compensation
Apple One Employment Services PO Box 29048 GLENDALE,CA91209	Temporary employees	516,503
Nauman Smith Hall 200 North Third Street HARRISBURG,PA17108	Legal	380,511
Armanino McKenna LLP 12667 Alcosta Blvd Suite 580 SAN RAMON,CA94583	Auditing	337,525
Aeroteck Professional Serivces 3689 Collection Center Drive CHICAGO,IL60693	Temp Employees	1,179,082
JFC Temps Inc 1520 Market Street CAMP HILL,PA170010869	Temp Employees	388,647
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 in compensation from the organization 5

Form 990 (2010)

Page 9

Part VIII

Statement of Revenue

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f
g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			0
			Business Code
2a	DIRECT PREMIUMS			521,387,557	521,387,557
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			521,387,557
3	Investment income (including dividends, interest
	and other similar amounts).....			1,370,358	1,370,358
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties............			0
		(i) Real	(ii) Personal
6a	Gross Rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	4,673,282
b	Less: cost or other basis and sales expenses	4,326,544
c	Gain or (loss)	346,738
d	Net gain or (loss)..........			346,738	346,738
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...			0
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..			0
Miscellaneous Revenue			Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			0
12	Total revenue. See Instructions....			523,104,653	523,104,653

Form 990 (2010)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A) but are not required to complete columns (B), (C), and (D).

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the U.S. See Part IV, line 21	300,996	300,996
2	Grants and other assistance to individuals in the U.S. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the U.S. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	469,378,602	469,378,602
5	Compensation of current officers, directors, trustees, and key employees ....	2,908,271		2,908,271
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	12,566,796	11,659,473	907,323
8	Pension plan contributions (include section 401(k) and section 403(b) employer contributions) ....	1,231,490	1,142,576	88,914
9	Other employee benefits .......	2,888,263	2,679,730	208,533
10	Payroll taxes ...........	1,165,180	1,081,054	84,126
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	792,521		792,521
c	Accounting ...........	237,987		237,987
d	Lobbying ...........	0
e	Professional fundraising. See Part IV, line 17..	0
f	Investment management fees ......	0
g	Other ..........	146,573		146,573
12	Advertising and promotion ....	202,311	187,704	14,607
13	Office expenses .......	2,700,918	2,505,912	195,006
14	Information technology ......	7,874,761	7,306,203	568,558
15	Royalties ..	0
16	Occupancy ...........	573,619	532,204	41,415
17	Travel ............	853,752	792,111	61,641
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	23,714	22,002	1,712
20	Interest ...........	120,560	120,560
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	498,036	462,078	35,958
23	Insurance ..............	195,244	181,147	14,097
24	Other expenses. Itemize expenses not covered above. (Expenses grouped together and labeled miscellaneous may not exceed 5% of total expenses shown on line 25 below.)
a	COMMISSIONS	7,280,002	7,280,002
b	LICENSES, PERMITS, FEES	719,945	667,965	51,980
c	ADMINISTRATIVE FEES	1,802,868	1,672,701	130,167
d	BANK CHARGES	563,651	522,955	40,696
e	CLAIMS ADJUSTMENT EXPENSE	670,858	622,422	48,436
f	All other expenses	776,542	720,476	56,066
25	Total functional expenses. Add lines 1 through 24f	516,473,460	509,838,873	6,634,587	0
26	Joint costs. Check here if following SOP 98-2 (ASC 958-720). Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation

Form 990 (2010)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........				1
2	Savings and temporary cash investments .......			-1,725,574	2	74,775
3	Pledges and grants receivable, net .........				3
4	Accounts receivable, net .........			35,807,043	4	45,300,982
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........				5
6	Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
	Schedule L ..........				6
7	Notes and loans receivable, net .............			3,360,000	7	3,360,000
8	Inventories for sale or use ..............				8
9	Prepaid expenses and deferred charges ............			1,149,117	9	1,163,470
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	33,709,512
b	Less: accumulated depreciation. .....	10b	19,270,984	14,371,592	10c	14,438,528
11	Investments—publicly traded securities ..........			31,238,762	11	42,190,136
12	Investments—other securities. See Part IV, line 11 ......			12,032,270	12	13,690,391
13	Investments—program-related. See Part IV, line 11 ..				13
14	Intangible assets .........				14
15	Other assets. See Part IV, line 11 ...........			353,930	15	463,754
16	Total assets. Add lines 1 through 15 (must equal line 34)...			96,587,140	16	120,682,036
17	Accounts payable and accrued expenses .			40,345,419	17	57,386,563
18	Grants payable ..........				18
19	Deferred revenue ..........			3,311,991	19	6,435,139
20	Tax-exempt bond liabilities ..........				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..				23
24	Unsecured notes and loans payable to unrelated third parties ....			3,000,000	24	0
25	Other liabilities. Complete Part X of Schedule D.....			4,466,285	25	1,700,367
26	Total liabilities. Add lines 17 through 25.....			51,123,695	26	65,522,069
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....				27
28	Temporarily restricted net assets .....				28
29	Permanently restricted net assets .....				29
	Organizations that do not follow SFAS 117, check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds			45,463,445	32	55,159,967
33	Total net assets or fund balances .....			45,463,445	33	55,159,967
34	Total liabilities and net assets/fund balances .....			96,587,140	34	120,682,036

Form 990 (2010)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response to any question in this Part XI . . . . . . . . . .

Total revenue (must equal Part VIII, column (A), line 12) . . .

523,104,653

Total expenses (must equal Part IX, column (A), line 25) . . . . .

516,473,460

Revenue less expenses. Subtract line 2 from line 1 . . . .

6,631,193

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) . .

45,463,445

Other changes in net assets or fund balances (explain in Schedule O) . . . .

3,065,329

Net assets or fund balances at end of year. Combine lines 3, 4, and 5 (must equal Part X, line 33, column (B)) . . . . . .

55,159,967

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response to any question in this Part XII . . . . . . . . . .

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?..

Were the organization’s financial statements audited by an independent accountant?........

Yes

If “Yes,” to 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?
If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O............................

Yes

If “Yes” to line 2a or 2b, check a box below to indicate whether the financial statements for the year were issued on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separated basis

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133? ................

If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits. ..

Form 990 (2010)

Additional Data

Software ID:
Software Version:

Form 990, Special Condition Description:

Special Condition Description

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11, or 12.
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

Delta Dental of Pennsylvania

Employer identification number

23-1667011

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .......
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) ...
4	Aggregate value at end of year .......

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds may be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit. ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or pleasure) Preservation of an historically importantly land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a–2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06 ........	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the taxable year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting and enforcing conservation easements during the year SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section
170(h)(4)(B)(i) and 170(h)(4)(B)(ii)? ....................................

Yes No

In Part XIV, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116, not to report in its revenue statement and balance sheet works of
art, historical treasures, or other similar assets held for public exhibition, education or research in furtherance of public service,
provide, in Part XIV, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116, to report in its revenue statement and balance sheet works of art,
historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service,
provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 52283D

Schedule D (Form 990) 2010

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s accession and other records, check any of the following that are a significant use of its collection
items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIV.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIV and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIV.

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current Year	(b)Prior Year	(c)Two Years Back	(d)Three Years Back	(e)Four Years Back
1a	Beginning of year balance ....
b	Contributions ........
c	Investment earnings or losses ...
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the year end balance held as:

Board designated or quasi-endowment: SchDMd Bullet

Permanent endowment: SchDMd Bullet

Term endowment: SchDMd Bullet

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIV the intended uses of the organization's endowment funds.

Part VI

InvestmentsLand, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of investment		(a) Cost or other basis (investment)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	1,620,279		1,620,279
b	Buildings ................	12,051,454	4,699,895	7,351,559
c	Leasehold improvements ............	1,752,290	1,693,019	59,271
d	Equipment ................	5,469,549	4,428,510	1,041,039
e	Other .................	12,815,940	8,449,560	4,366,380
Total. Add lines 1a-1e. (Column (d) should equal Form 990, Part X, column (B), line 10(c).)........				14,438,528

Schedule D (Form 990) 2010

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)	(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
(3)Other (A) DELTA DENTAL INSURANCE COMPANY	4,885	C
(B) DELTA REINSURANCE CORPORATION	10,032,172	F
(C) DDPA, INC.	100	C
(D) DENTEGRA INSURANCE COMPANY	3,653,234	F





Total. (Column (b) should equal Form 990, Part X, col.(B) line 12.)	13,690,391

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

(a) Description of investment type		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) should equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) should equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of Liability		(b) Amount
Federal Income Taxes		0
DUE TO SUBSIDIARIES AND AFFILIATES		1,700,367








Total. (Column (b) should equal Form 990, Part X, col.(B) line 25.)		1,700,367
2. Fin 48 (ASC 740) Footnote. In Part XIV, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC740).

Schedule D (Form 990) 2010

Page 4

Part XI Reconciliation of Change in Net Assets from Form 990 to Financial Statements
1	Total revenue (Form 990, Part VIII, column (A), line 12) ....................	1	523,104,653
2	Total expenses (Form 990, Part IX, column (A), line 25) .....................	2	516,473,460
3	Excess or (deficit) for the year. Subtract line 2 from line 1 .............	3	6,631,193
4	Net unrealized gains (losses) on investments ..........................	4	892,038
5	Donated services and use of facilities .............................	5
6	Investment expenses ...................................	6
7	Prior period adjustments ..................................	7
8	Other (Describe in Part XIV) .................................	8
9	Total adjustments (net). Add lines 4 - 8 .............................	9	892,038
10	Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 .........	10	7,523,231

Part XII Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......			1	209,931,705
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIV): ............	2d
e	Add lines 2a through 2d .....................			2e
3	Subtract line 2e from line 1.....................			3	209,931,705
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a	313,172,948
b	Other (Describe in Part XIV): ...........	4b
c	Add lines 4a and 4b.......................			4c	313,172,948
5	Total Revenue. Add lines 3 and 4c. (This should equal Form 990, Part I, line 12.) ......			5	523,104,653

Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements .............			1	203,300,512
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIV): ............	2d
e	Add lines 2a through 2d......................			2e
3	Subtract line 2e from line 1.....................			3	203,300,512
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a	313,172,948
b	Other (Describe in Part XIV): ............	4b
c	Add lines 4a and 4b.......................			4c	313,172,948
5	Total expenses. Add lines 3 and 4c. (This should equal Form 990, Part I, line 18.) ......			5	516,473,460

Part XIV

Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X; Part XI, line 8; Part XII, lines 2d and 4b; and Part XIII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
Other Revenue	Part XII, Line 4b	Administrative Service Contracts claim reimbursement revenue.
Other Expenses	Part XIII, Line 4b	Claims accrued for Administrative Service Contracts.
FIN 48 Footnote	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 had no impact on the Company's financial statements.

Schedule D (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization
Delta Dental of Pennsylvania

Employer identification number
23-1667011

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21 for any recipient that received more than $5,000. Check this box if no one recipient received more than $5,000. Use
Part IV and Schedule I-1 (Form 990) if additional space is needed ......................... lBullet

(a) Name and address of organization or government	(b) EIN	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) Kids Smiles Inc2821 Island Avenue Suite 210 Philadelphia,PA19153	30-0249717	8,000	To provide dental education and improved access to dental health care treatment.
(2) Mission of Mercy22 S Market Street Frederick,MD21701	86-0704883	10,000	To provide dental education and improved access to dental health care treatment.
(3) CCBC Foundation7200 Soller Point Rd Baltimore,MD212224649	20-3246676	10,000	To provide dental education and improved access to dental health care treatment.
(4) Healthlink Medical Center1775 Sreet Road Southampton,PA18966	23-2998708	10,000	To provide dental education and improved access to dental health care treatment.
(5) Bradford County Dental Health Services1 Progress Plaza Suite 6 Towanda,PA18848	23-2889300	10,000	To provide dental education and improved access to dental health care treatment.
(6) Centre Volunteers in Medicine2520 Gr Tech Dr State College,PA16801	25-1897969	10,000	To provide dental education and improved access to dental health care treatment.
(7) Crescent Park Dental Clinic Warren Gen Hospital2 Crescent Park PO Box 68 Warren,PA163650068	25-0965598	10,000	To provide dental education and improved access to dental health care treatment.
(8) St Joseph Medical CenterPO Box 316 Reading,PA196030316	23-2865460	10,000	To provide dental education and improved access to dental health care treatment.
(9) Susquehanna Health System Dental Clinic469 Hepburn St Williamsport,PA17701	23-2743470	10,000	To provide dental education and improved access to dental health care treatment.
(10) St Luke's Hospital & Health Network801 Ostrum Street Bethlehem,PA18015	23-1352213	7,500	To provide dental education and improved access to dental health care treatment.
(11) The Community Check-up Center38-C Hall Manor Harrisburg,PA17104	25-1724315	10,000	To provide dental education and improved access to dental health care treatment.
(12) Hamilton Health Center1821 Fulton St Harrisburg,PA171021522	23-1858363	10,000	To provide dental education and improved access to dental health care treatment.
(13) Community Health Clinic of Butler County103 Bonnie Dr Butler,PA16002	20-4852135	10,000	To provide dental education and improved access to dental health care treatment.
(14) Phoenixville Healthcare Access Fund32 Gay St Phoenixville,PA19460	20-2556121	10,000	To provide dental education and improved access to dental health care treatment.
(15) United Way of the Capital Region2235 Millinium Way Enola,PA17025	23-1352095	36,663	To provide dental education and improved access to dental health care treatment.
(16) Chester County Community Dental Center744 Lincoln Hwy Coatesville,PA19320	06-1654816	10,000	To provide dental education and improved access to dental health care treatment.
(17) Community Health and Dental Care11 Robinson Street Ste 100 Pottstown,PA19464	25-1309256	7,000	To provide dental education and improved access to dental health care treatment.
(18) Keystone Dental Care767 5th Avenue Ste B-3A Chambersburg,PA17201	25-1546810	10,000	To provide dental education and improved access to dental health care treatment.
(19) Montgomery County Care for Kids8757 Georgia Avenye 10th Floor Silver Spring,MD20910	52-1847976	10,000	To provide dental education and improved access to dental health care treatment.
(20) Water Street Dental Clinic210 South Prince Street Lancaster,PA17604	23-2798318	10,000	To provide dental education and improved access to dental health care treatment.
(21) York Hospital Dental Clinic912 South George Street York,PA17403	23-3050192	10,000	To provide dental education and improved access to dental health care treatment.
(22) Community Health Clinic943 4th Ave New Kensington,PA15068	25-1309256	10,000	To provide dental education and improved access to dental health care treatment.
(23) Albert Einstein Medical Center5501 Old York Road Philadelphia,PA19141	23-2290323	10,000	To provide dental education and improved access to dental health care treatment.
(24) Altoona Area Regional Partnership620 Howard Ave Altoona,PA16601	25-1842308	10,000	To provide dental education and improved access to dental health care treatment.
(25) Family Practice and Counseling4700 Wissahickon Ave Philadelphia,PA19144	23-1727133	10,000	To provide dental education and improved access to dental health care treatment.
(26) Misc Small Donations		31,833	To provide dental education and improved access to dental health care treatment.

Enter total number of section 501(c)(3) and government organizations ......................... Bullet Image

Enter total number of other organizations ................................ . Bullet Image

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2010

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Use Schedule I-1 (Form 990) if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information. Complete this part to provide the information required in Part I, line 2, and any other additional information.

Identifier	Return Reference	Explanation
Grant Approval	Part I, Line 2	The organization awards grants for programs that foster dental health and education. Through these grants we help finance health, educational 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 who: (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 with 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, 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 not available or sufficient. 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.

Schedule I (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

Delta Dental of Pennsylvania

Employer identification number

23-1667011

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement orprovision of all the expenses described above? If "No," complete Part III to explain....

Yes

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
officers, directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? ....

Yes

Indicate which, if any, of the following the organization uses to establish the compensation of the
organization's CEO/Executive Director. Check all that apply.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ...............

Participate in, or receive payment from, a supplemental nonqualified retirement plan? ........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? ........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Yes

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regs. section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 50053T

Schedule J (Form 990) 2010

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use Schedule J-1 if additional space needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.

Note. The sum of columns (B)(i)-(iii) must equal the applicable column (D) or column (E) amounts on Form 990, Part VII, line 1a.

(A) Name		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
(A) Name		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
(1) Gary D Radine	(i) (ii)	1,200,000	960,000	391,699	1,207,332	17,088	3,776,119
(2) Anthony S Barth Sr	(i) (ii)	750,192	350,000	35,212	802,636	23,647	1,961,687
(3) Roy M Hilliard Sr	(i) (ii)	217,398	86,250	56,221		40,819	400,688
(4) Renee A Fisher	(i) (ii)	210,783	55,000	7,331		41,184	314,298
(5) Philip N Engle	(i) (ii)	214,950	41,500	5,498		41,190	303,138
(6) Michael J Castro	(i) (ii)	500,096	250,000	53,204	509,591	23,647	1,336,538
(7) Jeanne M Foster	(i) (ii)	229,275	46,900	7,051		40,113	323,339
(8) Richard C Graybill	(i) (ii)	194,856	38,000	7,625		30,739	271,220
(9) Charles Lamont Esq	(i) (ii)	389,404	220,000	44,552	1,496,441	17,088	2,167,485
(10) Whitney H Sherbocker	(i) (ii)	148,609	15,265	-3,370		32,108	192,612
(11) Robert D Coover	(i) (ii)	112,717	141,338	9,868		40,669	304,592
(12) Alvin E Sheets	(i) (ii)	72,023	163,722	12,230		32,104	280,079
(13) Alicia F Weber	(i) (ii)	357,903	100,000	23,054	40,781	20,592	542,330
(14) Richard Schon	(i) (ii)	107,894	135,074	7,628		40,858	291,454
(15) Patrick S Steele	(i) (ii)	500,096	275,000	43,113	1,565,497	17,088	2,400,794
(16) Albert MacDonald	(i) (ii)	69,630	276,256	8,584		39,945	394,415
(17) Michael Rohrbaugh	(i) (ii)	59,735	155,491	11,524		38,011	264,761

Schedule J (Form 990) 2010

Page 3

Part III

Supplemental Information

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 4c, 5a, 5b, 6a, 6b, 7, and 8. Also complete this part for any additional information.

Identifier	Return Reference	Explanation
Non-Fixed Compensation Payments	Part I, Line 7	The President of the organization, with Board of Directors approval, may grant an annual bonus to all management employees. These amounts are included in taxable compensation.
Supplemental Non-Qualified Retirement Plan	Part I, Line 4B	Executives paid by a related organization participate in a supplemental nonqualified retirement program provided by the related organization. Deferred compensation attributable to such programs is included in Part II, Column (C).
Expense Reimbursement	Part I, Line 1A	First-Class travel--First class business travel is reimbursed to the Executive Vice Presidents. First class business travel for Senior Vice Presidents and Group Vice Presidents is reimbursed only when approval is received from their Executive Vice President. First class business travel is not treated as taxable compensation. Health or social club dues--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 2010. The cost of this benefit is included in taxable compensation. Personal Services--Financial and tax planning expenses are reimbursed to employees who are at the Director or above level of management. There is a company policy outlining the maximum reimbursement allowed for each management level. These reimbursements are included in taxable compensation of the reimbursed employees.
Compensation Paid by Related Organization	Part II, Line (ii)	Six of the organization's officers are paid by a related organization. Accordingly, their compensation is reported in Line (ii).

Schedule J (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V lines 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

Delta Dental of Pennsylvania

Employer identification number

23-1667011

Part I

Excess Benefit Transactions (section 501(c)(3) and section 501 (c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(b) Description of transaction	(c) Corrected?
1(a) Name of disqualified person	(b) Description of transaction	Yes	No

Enter the amount of tax imposed on the organization managers or disqualified persons during the year under section 4958. ......................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 26, or Form 990-EZ, Part V, line 38a.

(a) Name of interested person and purpose	(b) Loan to or from the organization?		(c)Original principal amount	(d)Balance due	(e) In default?		(f) Approved by board or committee?		(g)Written agreement?
(a) Name of interested person and purpose	To	From	(c)Original principal amount	(d)Balance due	Yes	No	Yes	No	Yes	No






Total ............... $

Part III

Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b)Relationship between interested person and the organization	(c)Amount of grant or type of assistance

For Privacy Act and Paperwork Reduction Act Notice, see the
Instructions for Form 990 or 990-EZ.

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2010

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) SovereignSantander Bank	Joseph P. Beck, Jr.	3,523,083	Premium Receipts		No
(2) James D Isett DMD	Participating Provider	1,005,899	Dental Claim Payments		No
(3) Eric N Hodges DMD	Participating Provider	145,132	Dental Claim Payments		No
(4) Gregory W Pyle DMD	Participating Provider	121,337	Dental Claim Payments		No
(5) Matthew E Simmons DDS	Participating Provider	208,867	Dental Claim Payments		No
(6) Edward L Woehling DDS	Participating Provider	130,741	Dental Claim Payments		No

Part V

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule L (see instructions).

Identifier	Return Reference	Explanation

Schedule L (Form 990 or 990-EZ) 2010

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization

Delta Dental of Pennsylvania

Employer identification number

23-1667011

Identifier	Return Reference	Explanation
Members and Stockholders	Part VI, Sec A, Lines 6-7	The organization has one class of members, designated Corporate Members, who are directors of Dentegra Group, Inc., the organization's parent holding company. The organization's directors vote on persons nominated as directors for endorsement to the Corporate Members, who elect the directors. The Corporate Members also must approve any changes to specified Bylaws provisions.
Process used to review Form 990	Part VI, Sec B, Line 11	The organization's CFO and legal counsel oversee the completion of the Form 990, and review it with the President/CEO and with the Board of Director's Audit Committee prior to filing.
Compliance with conflict of interest policy	Part VI, Sec 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.
Written document retention and destruction policy	Part VI, Sec B, Line 14	A draft document retention and destruction policy is under consideration pending the testing of associated software being installed for management of electronic records.
Process for determining compensation	Part VI, Sec B, Lines 15a and b	Compensation paid to the CEO, which is paid through a contractual agreement with Dentegra Group, Inc. ("DGI"), is reviewed and approved by the DGI directors. 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 2010 compensation.
Process for making documents available to the public	Part VI, Sec 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.
Transactions with Interested Persons	Schedule L, Part IV	During the report year, organization director Joseph P. Beck was an officer of Sovereign/Santander Bank.
Delta Dental Enterprise	Form 990, Part VII; Schedule J; Schedule R	The organization, regulated by the Pennsylvania Insurance Department, 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 24.2 million enrollees and handling 36 million claims. Total revenue for the enterprise exceeded $6.3 billion in 2010. The organization represents approximately 9% of total enterprise revenues.
Other Changes in Net Assets	Part XI, Line 5	Net unrealized gains (losses) on investments $ 892,038 Forgiveness by affiliate of intercompany payable 2,173,291 ---------- Total other changes in net assets $3,065,329
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Gary D. Radine TITLE:President HOURS:55
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Anthony S. Barth, Sr. TITLE:Chief Operating Officer HOURS:46
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Roy M. Hilliard, Sr. TITLE:Vice President, Sales HOURS:4
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Renee A. Fisher TITLE:VP, Quality Assurance & Traini HOURS:4
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Philip N. Engle TITLE:VP, Information Technology HOURS:4
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Michael J. Castro TITLE:Chief Financial Officer HOURS:46
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Jeanne M. Foster TITLE:Vice President, Finance HOURS:4
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Richard C. Graybill TITLE:VP, Underwriting and Actuarial HOURS:4
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Charles Lamont, Esq. TITLE:Chief Legal Officer HOURS:46
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Karen L. Robinson TITLE:Assistant Secretary HOURS:4
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Whitney H. Sherbocker TITLE:Assistant Secretary HOURS:4
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Alicia F. Weber TITLE:Senior VP/Controller HOURS:46
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Patrick S. Steele TITLE:Chief Information Officer HOURS:46

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2010

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

Delta Dental of Pennsylvania

Employer identification number

23-1667011

Part I

Identification of Disregarded Entities (Complete if the organization answered "Yes" on Form 990, Part IV, line 33.)

(a) Name, address, and EIN of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled organization
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) Delta Dental of Delaware Inc One Delta Drive Mechanicsburg,PA17055 51-0228088	Dental Ins	DE	501(c)(4)		Dentegra Gro
(2) Delta Dental of West Virginia Inc One Delta Drive Mechanicsburg,PA17055 55-0523124	Dental Ins	WV	501(c)(4)		Dentegra Gro
(3) Delta Dental of the District of Columbia One Delta Drive Mechanicsburg,PA17055 52-1479587	Dental Ins	DC	501(c)(4)		Dentegra Gro
(4) F Gene Dixon Foundation 100 First Street San Francisco,CA94105 37-1570764	Charitable	CA	501(c)(3)	PF	Dentegra Gro
(5) Delta Dental of California 100 First Street San Francisco,CA94105 94-1461312	Dental Ins	CA	501(c)(4)		Dentegra Gro

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2010

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?		(k) Percentage ownership
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) PACA Management LLC One Delta Drive Mechanicsburg,PA17055 94-3277375	Ins. Mgmt.	DE	NA				No				50.000 %

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(h) Percentage ownership
(1) Delta Reinsurance Corporation CGI Tower 2nd Floor Warrens,St. MichaelBB22026 BB 98-0096711	Reinsurance	BB	Delta Dental of	C corp	87.089 %
(2) Dentegra Group Inc 100 First Street San Francisco,CA94105 94-3386049	Holding Compa	DE	N/A	C Corp
(3) Dentegra Insurance Company 100 First Street San Francisco,CA94105 75-1233841	Insurance Com	DE	Delta Dental of	C Corp	20.000 %
(4) Dentegra Insurance Co of New England 100 First Street San Francisco,CA94105 04-2890218	Insurance Com	MA	Delta Dental of	C Corp
(5) Alpha Dental of Nevada Inc 100 First Street San Francisco,CA94105 88-0244893	Insurance Com	NV	Delta Dental of	C Corp
(6) Alpha Dental of Utah Inc 100 First Street San Francisco,CA94105 86-0672505	Insurance Com	UT	Delta Dental of	C Corp
(7) Alpha Dental Programs Inc 100 First Street San Francisco,CA94105 74-2447512	Insurance Com	TX	Delta Dental of	C Corp
(8) Alpha Dental of Alabama Inc 100 First Street San Francisco,CA94105 63-0796079	Insurance Com	AL	Delta Dental of	C Corp
(9) Alpha Dental of New Mexico Inc 100 First Street San Francisco,CA94105 33-0279230	Insurance Com	NM	Delta Dental of	C Corp
(10) Alpha Dental of Arizona Inc 100 First Street San Francisco,CA94105 93-0939835	Insurance Com	AZ	Delta Dental of	C Corp
(11) Dentegra Seguros Dentales SA Insurgentes Sur 826 Piso 15 Col del Valle MX	Insurance Com	MX	Dentegra Ins	C Corp
(12) Delta Dental of Puerto Rico 14 Calle 2 Suite 200 Guaynabo 00968 RQ 66-0436769	Insurance Com	RQ	Delta Dental of	C Corp
(13) Servicios Dentales Dentegra SA de CV Insurgentes Sur 826 Piso 15 Col del Valle MX	Ins. Admin	MX	Dentegra Ins	C Corp
(14) Delta Dental Insurance Company 100 First Street San Francisco,CA94105 94-2761537	Insurance Com	CA	Delta Dental of	C Corp

Schedule R (Form 990) 2010

Page 3

Part V

Transactions With Related Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35, 35A, or 36.)

Note. Complete line 1 if any entity is listed in Parts II, III or IV.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Sale of assets to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Purchase of assets from other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Exchange of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Lease of facilities, equipment, or other assets to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets from other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Performance of services or membership or fundraising solicitations for other organization(s) . . . . . . . . . . . . . . . . . . . . . .

Yes

l Performance of services or membership or fundraising solicitations by other organization(s) . . . . . . . . . . . . . . . . . . . . . .

Yes

m Sharing of facilities, equipment, mailing lists, or other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

n Sharing of paid employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

o Reimbursement paid to other organization for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

p Reimbursement paid by other organization for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Other transfer of cash or property to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

r Other transfer of cash or property from other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of other organization	(b) Transaction type(a-r)	(c) Amount involved
(1) Delta Delta Dental of Delaware Inc	k	1,736,064
(2) Delta Dental of California	k	13,837,367
(3) Delta Dental of California	l	8,698,398
(4) Delta Dental of California	o	6,109,923
(5) Delta Dental of California	p	43,785
(6) PACA Management LLC	p	33,647,173
(7) Delta Dental of West Virginia Inc	k	1,242,925
(8) PACA Management LLC	l	6,263,466
(9) Delta Dental Insurance Company	k	235,175

Schedule R (Form 990) 2010

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 37.)

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Are all partners section 501(c)(3) organizations?		(e) Share of end-of-year assets	(f) Disproprtionate allocations?		(g) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(h) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(e) Share of end-of-year assets	Yes	No	(g) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2010

Page 5

Part VII

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

Identifier	Return Reference	Explanation

Additional Data

Software ID:
Software Version: