Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 6 | THE ORGANIZATION HAS ONE CLASS OF MEMBERS, DESIGNATED CORPORATE MEMBERS, WHO ARE DIRECTORS OF DENTEGRA GROUP, INC., THE ORGANIZATION'S PARENT HOLDING COMPANY. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE ORGANIZATION'S DIRECTORS VOTE ON PERSONS NOMINATED AS DIRECTORS FOR ENDORSEMENT TO THE CORPORATE MEMBERS, WHO ELECT THE DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 7B | THE CORPORATE MEMBERS MUST APPROVE ANY CHANGES TO SPECIFIED BYLAWS PROVISIONS. |
| FORM 990, PART VI, SECTION B, LINE 11 | THE ORGANIZATION'S CFO AND LEGAL COUNSEL OVERSEE THE COMPLETION OF THE FORM 990 AND, PRIOR TO FILING, REVIEW IT WITH THE PRESIDENT/CEO AND WITH THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION B, LINE 12C | EACH DIRECTOR IS REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT ANNUALLY, AND BETWEEN ANNUAL STATEMENTS IS REQUIRED TO DISCLOSE ANY NEW POSITION OR RELATIONSHIP FORMED THAT POTENTIALLY RAISES A CONFLICT OF INTEREST. LEGAL COUNSEL REVIEWS THESE DISCLOSURES AND REPORTS THE INFORMATION TO THE FULL BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION B, LINE 15 | COMPENSATION PAID TO THE CEO, WHO IS AN EMPLOYEE OF DENTEGRA GROUP, INC. ("DGI"), IS REVIEWED AND APPROVED BY THE DGI DIRECTORS. EXECUTIVE VICE PRESIDENTS' COMPENSATION IS EITHER APPROVED BY THE PRESIDENT OR IN ACCORDANCE WITH THE PROCEDURE OF DELTA DENTAL OF CALIFORNIA (BY WHOM THEY ARE EMPLOYED). ALL COMPENSATION FOR THE ENSUING YEAR IS ONLY APPROVED AFTER REVIEWING COMPARABILITY DATA PRESENTED BY AN OUTSIDE COMPENSATION CONSULTANT, AN ASSESSMENT OF EACH OFFICER'S PERFORMANCE OVER THE PRECEDING YEAR, AND THE ORGANIZATION'S PROGRAM ACCOMPLISHMENTS FOR THE YEAR. THIS PROCESS WAS FOLLOWED FOR 2013 COMPENSATION. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION ANNUALLY INCLUDES MAJOR PORTIONS OF ITS FINANCIAL STATEMENT IN A PUBLISHED ANNUAL REPORT THAT IS MADE AVAILABLE TO PERSONS OR ENTITIES KNOWN TO HAVE AN INTEREST IN THE ORGANIZATION, AND IS AVAILABLE TO THE LARGER PUBLIC UPON REQUEST. STATUTORY FINANCIAL STATEMENTS ARE INCLUDED IN QUARTERLY AND ANNUAL RETURNS TO STATE DEPARTMENTS OF INSURANCE REGULATING THE ORGANIZATION WHICH RETURNS ARE AVAILABLE TO THE PUBLIC. THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS OR CONFLICT OF INTEREST POLICY AVAILABLE TO THE PUBLIC. |
| FORM 990, PART 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 26 MILLION ENROLLEES AND HANDLING 39 MILLION CLAIMS. TOTAL REVENUE FOR THE ENTERPRISE EXCEEDED $7.1 BILLION IN 2013. THE ORGANIZATION AND ITS SUBSIDIARIES REPRESENT APPROXIMATELY 9% OF TOTAL ENTERPRISE REVENUES. |
| FORM 990, PT. VII, SEC. A, COL. (E); SCH. J, PT. II, LINE (II), COL. B(III) | AS A RESULT OF REACHING AGE 65 IN 2011, MR. RADINE WAS NO LONGER ELIGIBLE TO PARTICIPATE IN THE COMPANY'S EXECUTIVE SUPPLEMENTAL PENSION PLAN (ESPP). MR. RADINE'S EMPLOYMENT AGREEMENT PROVIDED MR. RADINE BE PAID A CASH INCENTIVE IN LIEU OF CONTINUED ESPP PARTICIPATION UNTIL A LONG-TERM INCENTIVE PLAN WENT INTO EFFECT IN 2013. THE CASH INCENTIVE WAS AN ACTUARIAL CALCULATION AS IF MR. RADINE HAD REMAINED IN THE ESPP DURING CALENDAR YEAR 2012. |
| FORM 990, PART VII AND SCHEDULE J: | EFFECTIVE JANUARY 1, 2012 DELTA DENTAL OF PENNSYLVANIA ESTABLISHED THE LONG-TERM INCENTIVE PLAN (LTIP) FOR ELIGIBLE EMPLOYEES OF THE COMPANY. THE PURPOSE OF THE LTIP IS TO PROVIDE INCENTIVE FOR ELIGIBLE EMPLOYEES' CONTRIBUTION TO THE COMPANY'S LONG-TERM SUCCESS. THE LTIP IS UNFUNDED AND ALL PAYMENTS FROM THE LTIP ARE DERIVED FROM THE EQUITY GAINS OF THE COMPANY. AS SUCH THERE IS NO GUARANTEE OF INCENTIVE PAYMENTS UNDER THE LTIP. UPON DELEGATION BY CERTAIN OFFICERS OF THE BOARD, THE CEO AND MANAGEMENT COMMITTEE HAS THE SOLE AND ABSOLUTE DISCRETION TO DETERMINE THE PERFORMANCE OBJECTIVES, BOTH FINANCIAL AND NONFINANCIAL, UPON WHICH PAYMENT OF AWARDS ARE BASED AND THE TIME PERIOD DURING WHICH PERFORMANCE SHALL BE MEASURED (LTIP CYCLE). THE CURRENT LTIP CYCLE IS JANUARY 1, 2013 THROUGH DECEMBER 31, 2015. |
| FORM 990, PART IX, LINE 24E | : PROGRAM SERVICE EXPENSES 194,763. MANAGEMENT AND GENERAL EXPENSES 17,999. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 212,762. |
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