TY 2014 Form 990

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(1) Fay Donohue........................................................................ Director	0.5 .......................39.5	X				0	3,250,994	3,560,314
(2) Thomas J Galligan III........................................................................ Director	0.5 .......................4.0	X				0	43,084	0
(3) Karen Kaplan........................................................................ Director (1/14-3/14)	0.5 .......................3.5	X				0	3,000	0
(4) Roderick K King........................................................................ Director	0.5 .......................3.5	X				0	33,822	0
(5) Donald R LeClair........................................................................ Director	0.5 .......................3.5	X				0	50,352	0
(6) Pamela DA Reeve........................................................................ Director	0.5 .......................3.5	X				0	43,500	0
(7) Jeffrey A Parker........................................................................ PRESIDENT (6/14-PRESENT)	1.0 .......................39.0	X	X			0	469,096	177,365
(8) Steven J Pollock PRES114-........................................................................ 6/14, CURR. COO - DENTAQUEST	0.5 .......................39.5		X			0	1,776,091	1,116,324
(9) James E Collins........................................................................ Treasurer	0.5 .......................39.5		X			0	936,603	721,533
(10) David Abelman........................................................................ Clerk	0.5 .......................39.5		X			0	463,282	217,944
(11) Dennis Leonard........................................................................ SVP - DentaQuest	0.5 .......................39.5			X		0	1,083,919	731,955
(12) Robert D Compton........................................................................ EXEC.DIR. DQ ORAL HEALTH CTR	0.5 .......................39.5			X		0	1,067,636	346,234
(13) Robert E Lynn........................................................................ SVP - DentaQuest	0.5 .......................39.5			X		0	895,577	517,348
(14) Sheryl Traylor........................................................................ SVP HUMAN RESOURCES DENTAQUEST	0.5 .......................39.5			X		0	489,049	749,819
(15) Kenneth P Erdelt........................................................................ SVP Operations DentaQuest	0.5 .......................39.5			X		0	550,979	659,967
(16) James Hawkins - FMR CLK........................................................................ CURR. VP & DEP GEN. COUNSEL	0.5 .......................39.5				X	0	322,740	204,215

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 domestic organizations and domestic governments. See Part IV, line 21 ....	0
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ....	0
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16 ............	0
4	Benefits paid to or for members ....	0
5	Compensation of current officers, directors, trustees, and key employees ....	0
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 ....	0
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	0
9	Other employee benefits .......	0
10	Payroll taxes ...........	0
11	Fees for services (non-employees):
a	Management ......	59,726	59,726
b	Legal .........	0
c	Accounting ...........	0
d	Lobbying ...........	0
e	Professional fundraising services. See Part IV, line 17	0
f	Investment management fees ......	0
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ....	0
12	Advertising and promotion ....	1,840	1,840
13	Office expenses .......	2,924	1,170	1,754
14	Information technology ......	0
15	Royalties ..	0
16	Occupancy ...........	5,127	2,051	3,076
17	Travel ............	42,038	16,815	25,223
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	0
20	Interest ...........	0
21	Payments to affiliates .......	738,894	502,644	236,250
22	Depreciation, depletion, and amortization .....	0
23	Insurance ..............	2,100	840	1,260
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a
b
c
d
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	852,649	585,086	267,563	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
	1	Cash–non-interest-bearing .............	0	1	0
2	Savings and temporary cash investments .........	0	2	20,527
3	Pledges and grants receivable, net ...........	0	3	0
4	Accounts receivable, net .............	0	4	576,482
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
		0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
		0	6	0
7	Notes and loans receivable, net .............	0	7	0
8	Inventories for sale or use ..............	0	8	0
9	Prepaid expenses and deferred charges ..........	0	9	0
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a
b	Less: accumulated depreciation .....	10b		0	10c
11	Investments—publicly traded securities ..........	0	11	0
12	Investments—other securities. See Part IV, line 11 .....	0	12	0
13	Investments—program-related. See Part IV, line 11 .....	5,394,659	13	8,396,791
14	Intangible assets ...............	0	14	0
15	Other assets. See Part IV, line 11 ...........	0	15	0
16	Total assets. Add lines 1 through 15 (must equal line 34)......	5,394,659	16	8,993,800
	17	Accounts payable and accrued expenses .........	0	17	0
18	Grants payable .................	0	18	0
19	Deferred revenue ................	0	19	0
20	Tax-exempt bond liabilities .............	0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D..	0	21	0
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........	0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..	0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....	0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................	0	25	0
26	Total liabilities. Add lines 17 through 25.........	0	26	0
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	5,394,659	27	8,993,800
28	Temporarily restricted net assets ...........	0	28	0
29	Permanently restricted net assets ...........	0	29	0
	Organizations that do not follow SFAS 117 (ASC 958), 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		32
33	Total net assets or fund balances ...........	5,394,659	33	8,993,800
34	Total liabilities and net assets/fund balances ........	5,394,659	34	8,993,800

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
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Attach to Form 990 or Form 990-EZ.
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Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

DentaQuest Care Group Inc

Employer identification number

46-3674034

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box in lines 11a through 11d that describes the type of supporting organization and complete lines 11e, 11f, and 11g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations ............................. 1

Provide the following information about the supported organization(s).

(i)Name of supported organization	(ii) EIN	(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i)Name of supported organization	(ii) EIN		Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(A) DENTAL SERVICE OF MASSACHUSETTS INC	046143185	0		No	0	0

Total 1					0

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2014

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..
11	Total support Add lines 7 through 10.

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2013 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2014. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2013. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2014. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2013. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2014

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2013 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2014 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2013 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2014. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ....... right arrow

33 1/3% support tests—2013. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions .... right arrow

Schedule A (Form 990 or 990-EZ) 2014

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Yes

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Yes

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Yes

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Yes

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Yes

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations....

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed, (ii) the reasons for each such action, (iii) the authority under the organization's organizing document authorizing such action, and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (a) its supported organizations; (b) individuals that are part of the charitable class benefited by one or more of its supported organizations; or (c) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in IRC 4958(c)(3)(C)), a family member of a substantial contributor, or a 35-percent controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part II of Schedule L (Form 990).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9(a)) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9(a)) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of IRC 4943 because of IRC 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

A family member of a person described in (a) above?

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Schedule A (Form 990 or 990-EZ) 2014

Page 5

Part IV

Supporting Organizations (continued)

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Yes

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (1) a written notice describing the type and amount of support provided during the prior tax year, (2) a copy of the Form 990 that was most recently filed as of the date of notification, and (3) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI the role played by the organization in this regard.

Schedule A (Form 990 or 990-EZ) 2014

Page 6

Part V – Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

1. Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970. See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6
7	Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2014

Page 7

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2014 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2014	(iii) Distributable Amount for 2014
1 Distributable amount for 2014 from Section C, line 6
2 Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions)
3 Excess distributions carryover, if any, to 2014:
a From 2009.......X
b From 2010.......X
c From 2011.......X
d From 2012.......X
e From 2013.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2014 distributable amount
i Carryover from 2009 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2014 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2014 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6 Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2015. Add lines 3j and 4c.
8 Breakdown of line 7:
a From 2010.......X
b From 2011.......X
c From 2012.......X
d From 2013.......
e From 2014.......

Schedule A (Form 990 or 990-EZ) (2014)

Schedule A (Form 990 or 990-EZ) 2014

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation
SUPPORTED ORGANIZATIONS	TYPES OF NON-MONETARY SUPPORT PROVIDED TO SUPPORT ORG.

Schedule A (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- 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, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b.
SchDMd Bullet

Attach to Form 990.
Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

DentaQuest Care Group Inc

Employer identification number

46-3674034

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 value of contributions to (during year)
3	Aggregate value of 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 can 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 education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 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, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax 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 section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, 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 (ASC 958), 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 XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), 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)

Revenue 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 (ASC 958) relating to these items:

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

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

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

Cat. No. 52283D

Schedule D (Form 990) 2014

Page 2

Part III

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

Using the organization’s acquisition, 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 XIII.

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 XIII 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, for escrow or custodial account liability?

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII .......

Part V

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

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....
b	Contributions ........
c	Net investment earnings, gains, and 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 current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

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 XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................
b	Buildings ................
c	Leasehold improvements ............
d	Equipment ................
e	Other .................
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......

Schedule D (Form 990) 2014

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. 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
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

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









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)		8,396,791

Part IX

Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value









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

Part X

Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes









Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)
2. Liability for uncertain tax positions. In Part XIII, 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 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2014

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3
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
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........		1
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 XIII.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
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
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

Supplemental Information

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, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation
FIN 48/ASC 740 DISCLOSURE	THERE IS NO FIN 48/ASC 740 FOOTNOTE. HOWEVER, THE FOLLOWING DISCLOSURE WAS MADE: THE COMPANY DETERMINES WHETHER A TAX POSITION OF THE COMPANY IS MORE LIKELY THAN NOT TO BE SUSTAINED UPON EXAMINATION, INCLUDING RESOLUTION OF ANY RELATED APPEALS OF LITIGATION PROCESSES, BASED ON THE TECHNICAL MERITS OF THE POSITION. FOR TAX POSITIONS MEETING THE MORE LIKELY THAN NOT THRESHOLD, THE TAX AMOUNT RECOGNIZED IN THE FINANCIAL STATEMENTS IS REDUCED BY THE LARGEST BENEFIT THAT HAS A GREATER THAN FIFTY PERCENT LIKELIHOOD OF BEING REALIZED UPON THE ULTIMATE SETTLEMENT WITH THE RELEVANT TAXING AUTHORITY.

Return Reference

Explanation

FIN 48/ASC 740 DISCLOSURE

THERE IS NO FIN 48/ASC 740 FOOTNOTE. HOWEVER, THE FOLLOWING DISCLOSURE WAS MADE: THE COMPANY DETERMINES WHETHER A TAX POSITION OF THE COMPANY IS MORE LIKELY THAN NOT TO BE SUSTAINED UPON EXAMINATION, INCLUDING RESOLUTION OF ANY RELATED APPEALS OF LITIGATION PROCESSES, BASED ON THE TECHNICAL MERITS OF THE POSITION. FOR TAX POSITIONS MEETING THE MORE LIKELY THAN NOT THRESHOLD, THE TAX AMOUNT RECOGNIZED IN THE FINANCIAL STATEMENTS IS REDUCED BY THE LARGEST BENEFIT THAT HAS A GREATER THAN FIFTY PERCENT LIKELIHOOD OF BEING REALIZED UPON THE ULTIMATE SETTLEMENT WITH THE RELEVANT TAXING AUTHORITY.

Schedule D (Form 990) 2014

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, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

DentaQuest Care Group Inc

Employer identification number

46-3674034

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 or provision of all of 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
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Yes

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

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? .........

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), 501(c)(4), and 501(c)(29) organizations 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? .........................

Yes

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? .........................

Yes

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 Regulations 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 Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2014

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is 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) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(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)	(F) Compensation in column(B) reported as deferred in prior Form 990
(A) Name and Title		(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)
1Fay DonohueDirector	(i) (ii)	0 ............................... 704,342	0 ............................... 614,000	0 ............................... 1,932,652	0 ............................... 3,546,924	0 ............................... 13,390	0 ............................... 6,811,308	0 ............................... 1,932,652
2Jeffrey A ParkerPRESIDENT (6/14-PRESENT)	(i) (ii)	0 ............................... 347,760	0 ............................... 82,500	0 ............................... 38,836	0 ............................... 164,636	0 ............................... 12,729	0 ............................... 646,461	0 ............................... 38,836
3Steven J Pollock PRES114-6/14, CURR. COO - DENTAQUEST	(i) (ii)	0 ............................... 439,963	0 ............................... 256,865	0 ............................... 1,079,263	0 ............................... 1,097,587	0 ............................... 18,737	0 ............................... 2,892,415	0 ............................... 1,079,263
4James E CollinsTreasurer	(i) (ii)	0 ............................... 379,043	0 ............................... 198,135	0 ............................... 359,425	0 ............................... 702,911	0 ............................... 18,622	0 ............................... 1,658,136	0 ............................... 359,425
5David AbelmanClerk	(i) (ii)	0 ............................... 363,737	0 ............................... 52,935	0 ............................... 46,610	0 ............................... 199,357	0 ............................... 18,587	0 ............................... 681,226	0 ............................... 46,610
6Dennis LeonardSVP - DentaQuest	(i) (ii)	0 ............................... 315,164	0 ............................... 147,460	0 ............................... 621,295	0 ............................... 719,299	0 ............................... 12,656	0 ............................... 1,815,874	0 ............................... 621,295
7Robert D ComptonEXEC.DIR. DQ ORAL HEALTH CTR	(i) (ii)	0 ............................... 246,350	0 ............................... 73,596	0 ............................... 747,690	0 ............................... 338,955	0 ............................... 7,279	0 ............................... 1,413,870	0 ............................... 747,690
8Robert E LynnSVP - DentaQuest	(i) (ii)	0 ............................... 344,453	0 ............................... 148,880	0 ............................... 402,244	0 ............................... 498,803	0 ............................... 18,545	0 ............................... 1,412,925	0 ............................... 402,244
9Sheryl TraylorSVP HUMAN RESOURCES DENTAQUEST	(i) (ii)	0 ............................... 290,301	0 ............................... 129,975	0 ............................... 68,773	0 ............................... 742,444	0 ............................... 7,375	0 ............................... 1,238,868	0 ............................... 68,773
10Kenneth P ErdeltSVP Operations DentaQuest	(i) (ii)	0 ............................... 269,266	0 ............................... 118,160	0 ............................... 163,553	0 ............................... 641,579	0 ............................... 18,388	0 ............................... 1,210,946	0 ............................... 163,554
11James Hawkins - FMR CLKCURR. VP & DEP GEN. COUNSEL	(i) (ii)	0 ............................... 233,918	0 ............................... 71,720	0 ............................... 17,102	0 ............................... 185,896	0 ............................... 18,319	0 ............................... 526,955	0 ............................... 17,102

Schedule J (Form 990) 2014

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Return Reference	Explanation
SUPPLEMENTAL COMPENSATION INFORMATION	SCHEDULE J, PART I, QUESTION 1A THE CHIEF EXECUTIVE OFFICER/PRESIDENT MAY TRAVEL FIRST CLASS FOR ALL BUSINESS FLIGHTS. ALL OTHER OFFICERS OF A SR. VICE PRESIDENT LEVEL OR GREATER MAY TRAVEL FIRST CLASS ON DOMESTIC FLIGHTS OF FOUR HOURS OR GREATER OF CONTINUOUS DURATION. ALL BUSINESS RELATED TRAVEL IS NOT TAXED. SOCIAL CLUB DUES, IF ANY, ARE BUSINESS IN NATURE. BECAUSE THESE DUES ARE BUSINESS RELATED, ANY DUES ARE NOT TREATED AS TAXABLE INCOME TO THE INDIVIDUAL. THE ABOVE ITEMS WERE PAID THROUGH DENTAQUEST, LLC, A RELATED ORGANIZATION. SCHEDULE J, PART I, QUESTION 3 THE OFFICER'S COMPENSATION IS ESTABLISHED BY A RELATED ORGANIZATION, DENTAL SERVICE OF MASSACHUSETTS, INC. THROUGH THE USE OF A COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, FORMS 990 OF OTHER ORGANIZATIONS, COMPENSATION SURVEYS OR STUDIES AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. COMPENSATION CONTINGENT ON REVENUE SCHEDULE J, PART I, QUESTION 5 DENTAQUEST, LLC SPONSORS A TARGET INCENTIVE PLAN THAT ALLOWS PARTICIPANTS ANNUALLY TO EARN A THRESHOLD, TARGET OR SUPERIOR INCENTIVE (AS A PERCENT OF THEIR BASE SALARY). THE ACTUAL INCENTIVE TO BE AWARDED IS BASED ON THE ACHIEVEMENT OF PERFORMANCE GOALS THAT ARE SET AT THE BEGINNING OF THE YEAR BY THE COMPENSATION COMMITTEE AS PART OF THE ORGANIZATION'S EXECUTIVE COMPENSATION PHILOSOPHY AND PAY-FOR-PERFORMANCE PHILOSOPHY. AMONG THE PERFORMANCE GOALS ARE A REVENUE GOAL, A NET INCOME GOAL AND A MEMBERSHIP GOAL. EACH PARTICIPANT IN THE TARGET INCENTIVE PLAN HAS A MAXIMUM INCENTIVE THAT CAN BE EARNED REGARDLESS OF THE ATTAINMENT OF THE REVENUE, NET INCOME AND/OR MEMBERSHIP GOALS. THE MAXIMUM INCENTIVE OPPORTUNITY FOR EACH PARTICIPANT IS SET SO THAT THE PARTICIPANT'S TOTAL POSSIBLE COMPENSATION IS REASONABLE FOR PURPOSES OF INTERMEDIATE SANCTIONS, SECTION 4958 OF THE INTERNAL REVENUE CODE. COMPENSATION CONTINGENT ON NET EARNINGS SCHEDULE J, PART I, QUESTION 6 & 7 NON-FIXED PAYMENTS: DENTAQUEST CARE GROUP, INC. AND ITS RELATED ORGANIZATIONS PROVIDE ANNUAL INCENTIVE BONUSES TO MANAGEMENT EMPLOYEES THAT ARE CALCULATED BASED ON THE PERFORMANCE OF THE INDIVIDUAL EMPLOYEE. THE PROCESS TO ESTABLISH THE PRESUMPTION THAT COMPENSATION PAID TO THE ORGANIZATION'S CEO AND OTHER TOP MANAGEMENT WAS REASONABLE FOR PURPOSES OF SECTION 4958. THE COMPENSATION COMMITTEE OF THE DENTAL SERVICE OF MASSACHUSETTS, INC. BOARD OF DIRECTORS APPROVES THE OVERALL ANNUAL INCENTIVE BONUS POOL AND REVIEWS AND APPROVES COMPENSATION RELEVANT TO EXECUTIVE OFFICERS REPORTING TO DENTAQUEST CARE GROUP, INC.'S CEO. THE COMPENSATION COMMITTEE OF THE DENTAL SERVICE OF MASSACHUSETTS, INC. BOARD OF DIRECTORS REVIEWS AND MAKES RECOMMENDATIONS TO THE DENTAL SERVICE OF MASSACHUSETTS, INC.'S BOARD OF DIRECTORS ON COMPENSATION MATTERS FOR DENTAQUEST CARE GROUP, INC.'S CEO. THE DENTAL SERVICE OF MASSACHUSETTS, INC.'S BOARD OF DIRECTORS APPROVES THE COMPENSATION OF THE COMPANY'S CEO. LONG-TERM INCENTIVE COMPENSATION: THE FOLLOWING DENTAQUEST CARE GROUP, INC. AND DENTAQUEST, LLC EMPLOYEES PARTICIPATE IN THE DENTAQUEST, LLC LONG-TERM INCENTIVE COMPENSATION PLAN AND RECEIVED THE PAYMENTS LISTED BELOW DURING 2014: FAY DONOHUE $1,932,652 JEFFREY A. PARKER $38,836 STEVEN J. POLLOCK $1,079,263 JAMES E. COLLINS $359,425 DAVID ABELMAN $46,610 DENNIS LEONARD $621,295 ROBERT D. COMPTON $747,690 ROBERT E. LYNN $402,244 SHERYL TRAYLOR $68,773 KENNETH P. ERDELT $163,554 SHERYL TRAYLOR $68,773 JAMES HAWKINS $17,102 LONG-TERM INCENTIVE COMPENSATION PLAN PAYMENTS ARE BASED ON THE VALUATION OF THE COMPANY, DENTAQUEST, LLC, AND ARE PAID OUT OVER A FIVE YEAR PERIOD. PAYMENTS ARE MADE ANNUALLY AND PARTICIPANTS RECEIVE PAYOUTS FOR ALL VESTED BALANCES. THE ELIGIBLE LISTED EMPLOYEES OVER $250,000 AS OF 12/31/2014 PARTICIPATE IN A 457(B) SUPPLEMENTAL RETIREMENT PLAN SPONSORED BY DENTAL SERVICE OF MASSACHUSETTS, INC. OF THOSE ELIGIBLE EMPLOYEES, NO ONE RECEIVED ANY PAYMENTS IN 2014. SCHEDULE J, PART II COMPENSATION PAID BY RELATED ORGANIZATION: SCHEDULE J, PART II INCLUDES INDIVIDUALS THAT ARE PAID BY DENTAQUEST, LLC, A RELATED ORGANIZATION, BUT PERFORM SERVICES FOR BOTH DENTAQUEST, LLC AND DENTAQUEST CARE GROUP, INC., THE FILING ORGANIZATION. THE COMPENSATION RECEIVED BY THE BOARD MEMBERS LISTED IN PART VII OF THE ORGANIZATION'S FORM 990 IS FOR SERVICES RENDERED TO DENTAL SERVICE OF MASSACHUSETTS, INC. NO BOARD MEMBER RECEIVES COMPENSATION FOR SERVING AS A BOARD MEMBER OF DENTAQUEST CARE GROUP, INC. BONUS PAYMENTS SCHEDULE J, PART II, COLUMN B(II) COLUMN B(II) ON SCHEDULE J PART II INCLUDES BONUSES EARNED AND ACCRUED DURING 2013, BUT PAID IN 2014. OTHER REPORTABLE COMPENSATION SCHEDULE J, PART II, COLUMN B(III) COLUMN B(III) OTHER REPORTABLE COMPENSATION REPRESENTS LONG-TERM INCENTIVE COMPENSATION EXPENSE EARNED PRIOR TO 2014, BUT PAID DURING 2014. DEFERRED COMPENSATION SCHEDULE J, PART II, COLUMN C COLUMN C ON SCHEDULE J PART II INCLUDES LONG-TERM INCENTIVE COMPENSATION AND PENSION AMOUNTS EARNED DURING 2014 BUT PAID IN FUTURE YEARS.

Return Reference

Explanation

SUPPLEMENTAL COMPENSATION INFORMATION

SCHEDULE J, PART I, QUESTION 1A THE CHIEF EXECUTIVE OFFICER/PRESIDENT MAY TRAVEL FIRST CLASS FOR ALL BUSINESS FLIGHTS. ALL OTHER OFFICERS OF A SR. VICE PRESIDENT LEVEL OR GREATER MAY TRAVEL FIRST CLASS ON DOMESTIC FLIGHTS OF FOUR HOURS OR GREATER OF CONTINUOUS DURATION. ALL BUSINESS RELATED TRAVEL IS NOT TAXED. SOCIAL CLUB DUES, IF ANY, ARE BUSINESS IN NATURE. BECAUSE THESE DUES ARE BUSINESS RELATED, ANY DUES ARE NOT TREATED AS TAXABLE INCOME TO THE INDIVIDUAL. THE ABOVE ITEMS WERE PAID THROUGH DENTAQUEST, LLC, A RELATED ORGANIZATION. SCHEDULE J, PART I, QUESTION 3 THE OFFICER'S COMPENSATION IS ESTABLISHED BY A RELATED ORGANIZATION, DENTAL SERVICE OF MASSACHUSETTS, INC. THROUGH THE USE OF A COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, FORMS 990 OF OTHER ORGANIZATIONS, COMPENSATION SURVEYS OR STUDIES AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. COMPENSATION CONTINGENT ON REVENUE SCHEDULE J, PART I, QUESTION 5 DENTAQUEST, LLC SPONSORS A TARGET INCENTIVE PLAN THAT ALLOWS PARTICIPANTS ANNUALLY TO EARN A THRESHOLD, TARGET OR SUPERIOR INCENTIVE (AS A PERCENT OF THEIR BASE SALARY). THE ACTUAL INCENTIVE TO BE AWARDED IS BASED ON THE ACHIEVEMENT OF PERFORMANCE GOALS THAT ARE SET AT THE BEGINNING OF THE YEAR BY THE COMPENSATION COMMITTEE AS PART OF THE ORGANIZATION'S EXECUTIVE COMPENSATION PHILOSOPHY AND PAY-FOR-PERFORMANCE PHILOSOPHY. AMONG THE PERFORMANCE GOALS ARE A REVENUE GOAL, A NET INCOME GOAL AND A MEMBERSHIP GOAL. EACH PARTICIPANT IN THE TARGET INCENTIVE PLAN HAS A MAXIMUM INCENTIVE THAT CAN BE EARNED REGARDLESS OF THE ATTAINMENT OF THE REVENUE, NET INCOME AND/OR MEMBERSHIP GOALS. THE MAXIMUM INCENTIVE OPPORTUNITY FOR EACH PARTICIPANT IS SET SO THAT THE PARTICIPANT'S TOTAL POSSIBLE COMPENSATION IS REASONABLE FOR PURPOSES OF INTERMEDIATE SANCTIONS, SECTION 4958 OF THE INTERNAL REVENUE CODE. COMPENSATION CONTINGENT ON NET EARNINGS SCHEDULE J, PART I, QUESTION 6 & 7 NON-FIXED PAYMENTS: DENTAQUEST CARE GROUP, INC. AND ITS RELATED ORGANIZATIONS PROVIDE ANNUAL INCENTIVE BONUSES TO MANAGEMENT EMPLOYEES THAT ARE CALCULATED BASED ON THE PERFORMANCE OF THE INDIVIDUAL EMPLOYEE. THE PROCESS TO ESTABLISH THE PRESUMPTION THAT COMPENSATION PAID TO THE ORGANIZATION'S CEO AND OTHER TOP MANAGEMENT WAS REASONABLE FOR PURPOSES OF SECTION 4958. THE COMPENSATION COMMITTEE OF THE DENTAL SERVICE OF MASSACHUSETTS, INC. BOARD OF DIRECTORS APPROVES THE OVERALL ANNUAL INCENTIVE BONUS POOL AND REVIEWS AND APPROVES COMPENSATION RELEVANT TO EXECUTIVE OFFICERS REPORTING TO DENTAQUEST CARE GROUP, INC.'S CEO. THE COMPENSATION COMMITTEE OF THE DENTAL SERVICE OF MASSACHUSETTS, INC. BOARD OF DIRECTORS REVIEWS AND MAKES RECOMMENDATIONS TO THE DENTAL SERVICE OF MASSACHUSETTS, INC.'S BOARD OF DIRECTORS ON COMPENSATION MATTERS FOR DENTAQUEST CARE GROUP, INC.'S CEO. THE DENTAL SERVICE OF MASSACHUSETTS, INC.'S BOARD OF DIRECTORS APPROVES THE COMPENSATION OF THE COMPANY'S CEO. LONG-TERM INCENTIVE COMPENSATION: THE FOLLOWING DENTAQUEST CARE GROUP, INC. AND DENTAQUEST, LLC EMPLOYEES PARTICIPATE IN THE DENTAQUEST, LLC LONG-TERM INCENTIVE COMPENSATION PLAN AND RECEIVED THE PAYMENTS LISTED BELOW DURING 2014: FAY DONOHUE $1,932,652 JEFFREY A. PARKER $38,836 STEVEN J. POLLOCK $1,079,263 JAMES E. COLLINS $359,425 DAVID ABELMAN $46,610 DENNIS LEONARD $621,295 ROBERT D. COMPTON $747,690 ROBERT E. LYNN $402,244 SHERYL TRAYLOR $68,773 KENNETH P. ERDELT $163,554 SHERYL TRAYLOR $68,773 JAMES HAWKINS $17,102 LONG-TERM INCENTIVE COMPENSATION PLAN PAYMENTS ARE BASED ON THE VALUATION OF THE COMPANY, DENTAQUEST, LLC, AND ARE PAID OUT OVER A FIVE YEAR PERIOD. PAYMENTS ARE MADE ANNUALLY AND PARTICIPANTS RECEIVE PAYOUTS FOR ALL VESTED BALANCES. THE ELIGIBLE LISTED EMPLOYEES OVER $250,000 AS OF 12/31/2014 PARTICIPATE IN A 457(B) SUPPLEMENTAL RETIREMENT PLAN SPONSORED BY DENTAL SERVICE OF MASSACHUSETTS, INC. OF THOSE ELIGIBLE EMPLOYEES, NO ONE RECEIVED ANY PAYMENTS IN 2014. SCHEDULE J, PART II COMPENSATION PAID BY RELATED ORGANIZATION: SCHEDULE J, PART II INCLUDES INDIVIDUALS THAT ARE PAID BY DENTAQUEST, LLC, A RELATED ORGANIZATION, BUT PERFORM SERVICES FOR BOTH DENTAQUEST, LLC AND DENTAQUEST CARE GROUP, INC., THE FILING ORGANIZATION. THE COMPENSATION RECEIVED BY THE BOARD MEMBERS LISTED IN PART VII OF THE ORGANIZATION'S FORM 990 IS FOR SERVICES RENDERED TO DENTAL SERVICE OF MASSACHUSETTS, INC. NO BOARD MEMBER RECEIVES COMPENSATION FOR SERVING AS A BOARD MEMBER OF DENTAQUEST CARE GROUP, INC. BONUS PAYMENTS SCHEDULE J, PART II, COLUMN B(II) COLUMN B(II) ON SCHEDULE J PART II INCLUDES BONUSES EARNED AND ACCRUED DURING 2013, BUT PAID IN 2014. OTHER REPORTABLE COMPENSATION SCHEDULE J, PART II, COLUMN B(III) COLUMN B(III) OTHER REPORTABLE COMPENSATION REPRESENTS LONG-TERM INCENTIVE COMPENSATION EXPENSE EARNED PRIOR TO 2014, BUT PAID DURING 2014. DEFERRED COMPENSATION SCHEDULE J, PART II, COLUMN C COLUMN C ON SCHEDULE J PART II INCLUDES LONG-TERM INCENTIVE COMPENSATION AND PENSION AMOUNTS EARNED DURING 2014 BUT PAID IN FUTURE YEARS.

Schedule J (Form 990) 2014

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 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

DentaQuest Care Group Inc

Employer identification number

46-3674034

Return Reference	Explanation
ORGANIZATION'S MISSION	PART III, LINE 1 DENTAQUEST CARE GROUP, INC. AIMS TO DEVELOP, MANAGE AND IMPROVE SYSTEMS FOR COST-EFFECTIVE AND QUALITY-FOCUSED DENTAL HEALTH CARE. DENTAQUEST CARE GROUP, INC. OPERATES TO INCREASE ACCESS OF CARE AND IMPROVE THE OVERALL HEALTH OF ALL PERSONS, REGARDLESS OF INCOME, STATUS, GEOGRAPHY OR OTHER ADVANTAGE. PROGRAM SERVICE ACCOMPLISHMENTS PART III, LINE 4A DENTAQUEST CARE GROUP, INC. IS ORGANIZED EXCLUSIVELY TO SUPPORT DENTAL SERVICE OF MASSACHUSETTS, INC. DENTAQUEST CARE GROUP, INC. AIMS TO DEVELOP, MANAGE AND IMPROVE SYSTEMS FOR COST-EFFECTIVE AND QUALITY-FOCUSED DENTAL HEALTH CARE. DENTAQUEST CARE GROUP, INC. OPERATES TO INCREASE ACCESS OF CARE AND IMPROVE THE OVERALL HEALTH OF ALL PERSONS, REGARDLESS OF INCOME, STATUS, GEOGRAPHY OR OTHER ADVANTAGE. BUSINESS RELATIONSHIPS PART VI, LINE 2 FAY DONOHUE, JAMES E. COLLINS, GREGORY P. WINN AND DAVID ABELMAN HAVE A BUSINESS RELATIONSHIP SINCE THEY JOINTLY SERVE AS OFFICERS/DIRECTORS OF THE ORGANIZATION AND AT DENTAL SERVICE OF MASSACHUSETTS, INC. AND ITS TAXABLE SUBSIDIARY, DENTAQUEST, LLC. SIGNIFICANT CHANGES TO BYLAWS PART VI, LINE 4 DURING THE YEAR, THE ORGANIZATION AMENDED ITS BYLAWS TO PROHIBIT ITS OFFICERS FROM RECEIVING COMPENSATION FOR SERVICES PROVIDED TO THE ORGANIZATION AS A BOARD MEMBER. HISTORICALLY, NO OFFICERS HAVE BEEN COMPENSATED BY THE ORGANIZATION FOR SERVICES AS BOARD MEMBERS. THE AMENDMENT WAS MADE TO THE BYLAWS TO OFFICIALLY ADOPT THE CURRENT PRACTICE. MEMBERS OF STOCKHOLDERS PART VI, LINE 6 DENTAL SERVICE OF MASSACHUSETTS, INC. IS THE SOLE MEMBER OF DENTAQUEST CARE GROUP, INC. MEMBERSHIP RIGHTS PART VI, LINE 7A THE MEMBER OF THE ORGANIZATION ELECTS THE DIRECTORS AND MAY REMOVE DIRECTORS OF THE ORGANIZATION. GOVERNANCE PART VI, LINE 7B DENTAL SERVICE OF MASSACHUSETTS, INC., THE MEMBER, MAY VOTE TO AMEND THE BYLAWS. REVIEW PROCESS PART VI, LINE 11B MEMBERS OF THE EXTERNAL TAX FIRM (CURRENTLY ERNST & YOUNG U.S., LLP) INITIALLY DISCUSS, PREPARE AND REVIEW THE FORM 990 RETURN WITH MANAGEMENT. MANAGEMENT REVIEWS THE FORM 990 FOR ACCURACY AND COMPLETENESS AND PROVIDES COMMENTS TO THE PREPARER. ONCE THE RETURN IS FULLY ANALYZED AND PREPARED, A COPY IS DISTRIBUTED TO THE BOARD OF DIRECTORS IN ADVANCE OF A SPECIFIC MEETING. A COPY OF THE FINAL FORM 990 IS SENT TO THE FULL BOARD AND OFFICERS BEFORE IT IS FILED. CONFLICT OF INTEREST PART VI, LINE 12C THE BOARD OF DENTAQUEST CARE GROUP, INC. HAS NOT FORMALLY ADOPTED A CONFLICT OF INTEREST POLICY. HOWEVER, DENTAQUEST CARE GROUP, INC. FOLLOWS THE CONFLICT OF INTEREST POLICY OF DENTAL SERVICE OF MASSACHUSETTS, INC., DENTAQUEST CARE GROUP, INC.'S PARENT ORGANIZATION. THE CONFLICT OF INTEREST POLICY WAS APPROVED BY THE DENTAL SERVICE OF MASSACHUSETTS, INC. BOARD OF DIRECTORS PRIOR TO THE CURRENT YEAR. THEREFORE, EVEN THOUGH DENTAQUEST CARE GROUP FOLLOWS A CONFLICT OF INTEREST POLICY, IT MUST ANSWER NO TO PART VI, LINE 12 BECAUSE IT HAS NOT BEEN FORMALLY ADOPTED BY DENTAQUEST CARE GROUP, INC'S BOARD OF DIRECTORS. A DESCRIPTION OF THE POLICY AND ITS ENFORCEMENT IS BELOW. MONITORING THE ORGANIZATION'S CONFLICT OF INTEREST POLICY PROVIDES THAT ANNUALLY, EACH DIRECTOR, PRINCIPAL OFFICER AND MEMBER OF A COMMITTEE WITH GOVERNING BOARD DELEGATED POWERS SHALL SIGN A QUESTIONNAIRE AFFIRMING THAT SUCH PERSON RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY, READ AND UNDERSTANDS THE POLICY AND AGREES TO COMPLY WITH THE POLICY. ADDITIONALLY, THE SIGNED QUESTIONNAIRE AFFIRMS THAT THE PERSON UNDERSTANDS DENTAQUEST CARE GROUP, INC. IS A CHARITABLE ORGANIZATION AND THAT IN ORDER TO MAINTAIN ITS TAX-EXEMPT STATUS, DENTAQUEST CARE GROUP, INC. MUST ENGAGE IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES. ENFORCEMENT IF THE GOVERNING BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE A MEMBER HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE MEMBER OF THE BASIS FOR SUCH BELIEF AND AFFORD THE MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF, AFTER HEARING THE MEMBER'S RESPONSE AND AFTER MAKING FURTHER INVESTIGATION AS WARRANTED BY THE CIRCUMSTANCES, THE GOVERNING BOARD OR COMMITTEE DETERMINES THE MEMBER HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. WHO IS COVERED? THE ORGANIZATION'S CONFLICT OF INTEREST POLICY COVERS EACH DIRECTOR, PRINCIPAL OFFICER AND MEMBERS OF A COMMITTEE WITH GOVERNING BOARD DELEGATED POWERS. LEVEL OF DETERMINATION AND REVIEW OF CONFLICTS IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF COMMITTEES WITH GOVERNING BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER PRESENTATION OF A POTENTIAL TRANSACTION OR ARRANGEMENT IS MADE BY AN INTERESTED PERSON, THE REMAINING DISINTERESTED BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. THE CHAIRPERSON OF THE GOVERNING BOARD OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE TRANSACTION OR ARRANGEMENT IN QUESTION. AFTER EXERCISING DUE DILIGENCE, THE GOVERNING BOARD OR COMMITTEE SHALL DETERMINE IF DENTAQUEST CARE GROUP, INC. CAN OBTAIN, WITH REASONABLE EFFORTS, A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY POSSIBLE UNDER CIRCUMSTANCES NOT PRODUCING A CONFLICT OF INTEREST, THE GOVERNING BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE ORGANIZATION'S BEST INTEREST, FOR ITS OWN BENEFIT AND WHETHER IT IS FAIR AND REASONABLE. IN CONFORMITY WITH THE ABOVE DETERMINATION, THE GOVERNING BOARD OR COMMITTEE SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT. RESTRICTIONS PLACED ON CONFLICTED PERSONS IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF COMMITTEES WITH GOVERNING BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, HE/SHE SHALL LEAVE THE GOVERNING BOARD OR COMMITTEE MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. WHISTLEBLOWER AND DOCUMENT RETENTION POLICIES PART VI, LINES 13 & 14 THE BOARD OF DENTAQUEST CARE GROUP, INC. HAS NOT FORMALLY ADOPTED A WHISTLEBLOWER OR DOCUMENT RETENTION POLICIES. HOWEVER, DENTAQUEST CARE GROUP, INC. FOLLOWS WHISTLEBLOWER AND DOCUMENT RETENTION POLICIES OF DENTAL SERVICE OF MASSACHUSETTS, INC., ITS PARENT ORGANIZATION. BOTH OF THESE POLICIES WERE APPROVED BY THE DENTAL SERVICE OF MASSACHUSETTS, INC.'S EXECUTIVE AND COMPLIANCE COMMITTEES. THEREFORE, EVEN THOUGH DENTAQUEST CARE GROUP, INC. FOLLOWS THE WHISTLEBLOWER AND DOCUMENT RETENTION POLICIES OF DENTAL SERVICE OF MASSACHUSETTS, INC., IT MUST ANSWER NO TO PART VI, LINES 13 AND 14 BECAUSE THEY HAVE NOT BEEN FORMALLY ADOPTED BY DENTAQUEST CARE GROUP, INC'S BOARD OF DIRECTORS. PROCESS FOR DETERMINING COMPENSATION PART VI, LINES 15A AND 15B DENTAL SERVICE OF MASSACHUSETTS, INC., THE SOLE MEMBER OF DENTAQUEST CARE GROUP, INC., HANDLES THE RESPONSIBILITY OF DETERMINING COMPENSATION FOR DENTAQUEST CARE GROUP'S OFFICERS. PUBLIC DISCLOSURE PART VI, LINE 19 WE FILE A MASSACHUSETTS FORM PC WITH AN ATTACHED FORM 990. THE FORM PC IS FILED WITH THE ATTORNEY GENERAL'S OFFICE AND IS AVAILABLE FOR INSPECTION BY ANY OF THE INTERESTED PUBLIC. THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, ARTICLES OF INCORPORATION AND BYLAWS ARE MADE AVAILABLE UPON REQUEST. OTHER CHANGE IN NET ASSETS PART XI, LINE 9 CHANGE IN INVESTMENT IN SUBSIDIARIES $ 546,790 TRANSFER FROM DENTAL SERVICE OF MASSACHUSETTS, INC. $3,905,000 TOTAL CHANGE IN NET ASSETS $4,451,790

Return Reference

Explanation

ORGANIZATION'S MISSION

PART III, LINE 1 DENTAQUEST CARE GROUP, INC. AIMS TO DEVELOP, MANAGE AND IMPROVE SYSTEMS FOR COST-EFFECTIVE AND QUALITY-FOCUSED DENTAL HEALTH CARE. DENTAQUEST CARE GROUP, INC. OPERATES TO INCREASE ACCESS OF CARE AND IMPROVE THE OVERALL HEALTH OF ALL PERSONS, REGARDLESS OF INCOME, STATUS, GEOGRAPHY OR OTHER ADVANTAGE. PROGRAM SERVICE ACCOMPLISHMENTS PART III, LINE 4A DENTAQUEST CARE GROUP, INC. IS ORGANIZED EXCLUSIVELY TO SUPPORT DENTAL SERVICE OF MASSACHUSETTS, INC. DENTAQUEST CARE GROUP, INC. AIMS TO DEVELOP, MANAGE AND IMPROVE SYSTEMS FOR COST-EFFECTIVE AND QUALITY-FOCUSED DENTAL HEALTH CARE. DENTAQUEST CARE GROUP, INC. OPERATES TO INCREASE ACCESS OF CARE AND IMPROVE THE OVERALL HEALTH OF ALL PERSONS, REGARDLESS OF INCOME, STATUS, GEOGRAPHY OR OTHER ADVANTAGE. BUSINESS RELATIONSHIPS PART VI, LINE 2 FAY DONOHUE, JAMES E. COLLINS, GREGORY P. WINN AND DAVID ABELMAN HAVE A BUSINESS RELATIONSHIP SINCE THEY JOINTLY SERVE AS OFFICERS/DIRECTORS OF THE ORGANIZATION AND AT DENTAL SERVICE OF MASSACHUSETTS, INC. AND ITS TAXABLE SUBSIDIARY, DENTAQUEST, LLC. SIGNIFICANT CHANGES TO BYLAWS PART VI, LINE 4 DURING THE YEAR, THE ORGANIZATION AMENDED ITS BYLAWS TO PROHIBIT ITS OFFICERS FROM RECEIVING COMPENSATION FOR SERVICES PROVIDED TO THE ORGANIZATION AS A BOARD MEMBER. HISTORICALLY, NO OFFICERS HAVE BEEN COMPENSATED BY THE ORGANIZATION FOR SERVICES AS BOARD MEMBERS. THE AMENDMENT WAS MADE TO THE BYLAWS TO OFFICIALLY ADOPT THE CURRENT PRACTICE. MEMBERS OF STOCKHOLDERS PART VI, LINE 6 DENTAL SERVICE OF MASSACHUSETTS, INC. IS THE SOLE MEMBER OF DENTAQUEST CARE GROUP, INC. MEMBERSHIP RIGHTS PART VI, LINE 7A THE MEMBER OF THE ORGANIZATION ELECTS THE DIRECTORS AND MAY REMOVE DIRECTORS OF THE ORGANIZATION. GOVERNANCE PART VI, LINE 7B DENTAL SERVICE OF MASSACHUSETTS, INC., THE MEMBER, MAY VOTE TO AMEND THE BYLAWS. REVIEW PROCESS PART VI, LINE 11B MEMBERS OF THE EXTERNAL TAX FIRM (CURRENTLY ERNST & YOUNG U.S., LLP) INITIALLY DISCUSS, PREPARE AND REVIEW THE FORM 990 RETURN WITH MANAGEMENT. MANAGEMENT REVIEWS THE FORM 990 FOR ACCURACY AND COMPLETENESS AND PROVIDES COMMENTS TO THE PREPARER. ONCE THE RETURN IS FULLY ANALYZED AND PREPARED, A COPY IS DISTRIBUTED TO THE BOARD OF DIRECTORS IN ADVANCE OF A SPECIFIC MEETING. A COPY OF THE FINAL FORM 990 IS SENT TO THE FULL BOARD AND OFFICERS BEFORE IT IS FILED. CONFLICT OF INTEREST PART VI, LINE 12C THE BOARD OF DENTAQUEST CARE GROUP, INC. HAS NOT FORMALLY ADOPTED A CONFLICT OF INTEREST POLICY. HOWEVER, DENTAQUEST CARE GROUP, INC. FOLLOWS THE CONFLICT OF INTEREST POLICY OF DENTAL SERVICE OF MASSACHUSETTS, INC., DENTAQUEST CARE GROUP, INC.'S PARENT ORGANIZATION. THE CONFLICT OF INTEREST POLICY WAS APPROVED BY THE DENTAL SERVICE OF MASSACHUSETTS, INC. BOARD OF DIRECTORS PRIOR TO THE CURRENT YEAR. THEREFORE, EVEN THOUGH DENTAQUEST CARE GROUP FOLLOWS A CONFLICT OF INTEREST POLICY, IT MUST ANSWER NO TO PART VI, LINE 12 BECAUSE IT HAS NOT BEEN FORMALLY ADOPTED BY DENTAQUEST CARE GROUP, INC'S BOARD OF DIRECTORS. A DESCRIPTION OF THE POLICY AND ITS ENFORCEMENT IS BELOW. MONITORING THE ORGANIZATION'S CONFLICT OF INTEREST POLICY PROVIDES THAT ANNUALLY, EACH DIRECTOR, PRINCIPAL OFFICER AND MEMBER OF A COMMITTEE WITH GOVERNING BOARD DELEGATED POWERS SHALL SIGN A QUESTIONNAIRE AFFIRMING THAT SUCH PERSON RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY, READ AND UNDERSTANDS THE POLICY AND AGREES TO COMPLY WITH THE POLICY. ADDITIONALLY, THE SIGNED QUESTIONNAIRE AFFIRMS THAT THE PERSON UNDERSTANDS DENTAQUEST CARE GROUP, INC. IS A CHARITABLE ORGANIZATION AND THAT IN ORDER TO MAINTAIN ITS TAX-EXEMPT STATUS, DENTAQUEST CARE GROUP, INC. MUST ENGAGE IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES. ENFORCEMENT IF THE GOVERNING BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE A MEMBER HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE MEMBER OF THE BASIS FOR SUCH BELIEF AND AFFORD THE MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF, AFTER HEARING THE MEMBER'S RESPONSE AND AFTER MAKING FURTHER INVESTIGATION AS WARRANTED BY THE CIRCUMSTANCES, THE GOVERNING BOARD OR COMMITTEE DETERMINES THE MEMBER HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. WHO IS COVERED? THE ORGANIZATION'S CONFLICT OF INTEREST POLICY COVERS EACH DIRECTOR, PRINCIPAL OFFICER AND MEMBERS OF A COMMITTEE WITH GOVERNING BOARD DELEGATED POWERS. LEVEL OF DETERMINATION AND REVIEW OF CONFLICTS IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF COMMITTEES WITH GOVERNING BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER PRESENTATION OF A POTENTIAL TRANSACTION OR ARRANGEMENT IS MADE BY AN INTERESTED PERSON, THE REMAINING DISINTERESTED BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. THE CHAIRPERSON OF THE GOVERNING BOARD OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE TRANSACTION OR ARRANGEMENT IN QUESTION. AFTER EXERCISING DUE DILIGENCE, THE GOVERNING BOARD OR COMMITTEE SHALL DETERMINE IF DENTAQUEST CARE GROUP, INC. CAN OBTAIN, WITH REASONABLE EFFORTS, A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY POSSIBLE UNDER CIRCUMSTANCES NOT PRODUCING A CONFLICT OF INTEREST, THE GOVERNING BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE ORGANIZATION'S BEST INTEREST, FOR ITS OWN BENEFIT AND WHETHER IT IS FAIR AND REASONABLE. IN CONFORMITY WITH THE ABOVE DETERMINATION, THE GOVERNING BOARD OR COMMITTEE SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT. RESTRICTIONS PLACED ON CONFLICTED PERSONS IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF COMMITTEES WITH GOVERNING BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, HE/SHE SHALL LEAVE THE GOVERNING BOARD OR COMMITTEE MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. WHISTLEBLOWER AND DOCUMENT RETENTION POLICIES PART VI, LINES 13 & 14 THE BOARD OF DENTAQUEST CARE GROUP, INC. HAS NOT FORMALLY ADOPTED A WHISTLEBLOWER OR DOCUMENT RETENTION POLICIES. HOWEVER, DENTAQUEST CARE GROUP, INC. FOLLOWS WHISTLEBLOWER AND DOCUMENT RETENTION POLICIES OF DENTAL SERVICE OF MASSACHUSETTS, INC., ITS PARENT ORGANIZATION. BOTH OF THESE POLICIES WERE APPROVED BY THE DENTAL SERVICE OF MASSACHUSETTS, INC.'S EXECUTIVE AND COMPLIANCE COMMITTEES. THEREFORE, EVEN THOUGH DENTAQUEST CARE GROUP, INC. FOLLOWS THE WHISTLEBLOWER AND DOCUMENT RETENTION POLICIES OF DENTAL SERVICE OF MASSACHUSETTS, INC., IT MUST ANSWER NO TO PART VI, LINES 13 AND 14 BECAUSE THEY HAVE NOT BEEN FORMALLY ADOPTED BY DENTAQUEST CARE GROUP, INC'S BOARD OF DIRECTORS. PROCESS FOR DETERMINING COMPENSATION PART VI, LINES 15A AND 15B DENTAL SERVICE OF MASSACHUSETTS, INC., THE SOLE MEMBER OF DENTAQUEST CARE GROUP, INC., HANDLES THE RESPONSIBILITY OF DETERMINING COMPENSATION FOR DENTAQUEST CARE GROUP'S OFFICERS. PUBLIC DISCLOSURE PART VI, LINE 19 WE FILE A MASSACHUSETTS FORM PC WITH AN ATTACHED FORM 990. THE FORM PC IS FILED WITH THE ATTORNEY GENERAL'S OFFICE AND IS AVAILABLE FOR INSPECTION BY ANY OF THE INTERESTED PUBLIC. THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, ARTICLES OF INCORPORATION AND BYLAWS ARE MADE AVAILABLE UPON REQUEST. OTHER CHANGE IN NET ASSETS PART XI, LINE 9 CHANGE IN INVESTMENT IN SUBSIDIARIES $ 546,790 TRANSFER FROM DENTAL SERVICE OF MASSACHUSETTS, INC. $3,905,000 TOTAL CHANGE IN NET ASSETS $4,451,790

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2014

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" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

DentaQuest Care Group Inc

Employer identification number

46-3674034

Part I

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

(a) Name, address, and EIN (if applicable) 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 entity?
(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) DENTAQUEST FOUNDATION INC 465 MEDFORD STREET BOSTON,MA02129 04-3265080	ORAL HTH IMPR	MA	501(C)(3)	N/A	DSM	Yes
(2) DENTAQUEST INSTITUTE INC 2400 COMPUTER DRIVE WESTBOROUGH,MA01581 20-5312990	ORAL HTH IMPR	MA	501(C)(3)	11A	DSM	Yes
(3) DNTL HTH PROGS INC DBA COMM DNTL CARE 465 MEDFORD STREET BOSTON,MA02129 75-1823660	ORAL HTH IMPR	TX	501(C)(3)	7	DQ CAREGROUP	Yes
(4) SARRELL REGNL DNTL CTR FOR PUB HTH INC 230 E 10TH STREET NO 106 ANNISTON,AL36207 20-0232609	ORAL HTH IMPR	AL	501(C)(3)	9	DQ CAREGROUP	Yes
(5) DENTAL SERVICE OF MASSACHUSETTS INC 465 MEDFORD STREET BOSTON,MA02129 04-6143185	ORAL HTH IMPR	MA	501(C)(4)		NA		No
(6) COMMUNITY CARE OF KENTUCKY INC 101 S FIFTH STREET 3500 NATIONAL CI LOUISVILLE,KY40202 46-5159049	ORAL HTH IMPR	KY	501(C)(3)	7	DQ CAREGROUP		No
(7) COMMUNITY CARE OF NEW MEXICO INC 465 MEDFORD STREET BOSTON,MA02129 47-1711799	ORAL HTH IMPR	NM	501(C)(3)	7	DQ CAREGROUP	Yes

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

Cat. No. 50135Y

Schedule R (Form 990) 2014

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 V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(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 V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

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)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	(i) Section 512(b)(13) controlled entity?
(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)	(f) Share of total income	(g) Share of end-of-year assets		Yes	No
(1) DENTAQUEST ORAL HEALTH CENTER INC 465 MEDFORD STREET BOSTON,MA02129 04-3434787	ORAL HTH IMPR	MA	DSM INVESTMENTS	C CORP	-153,826	1,246,277	100.000 %	Yes
(2) DQ MASSACHUSETTS BUSINESS TRUST 465 MEDFORD STREET BOSTON,MA02129 20-4056067	DENTAL SERVICE	MA	DQ MANAGEMENT	TRUST	32,375,727	124,064,166	100.000 %	Yes
(3) DENTAQUEST OF KENTUCKY LLC 465 MEDFORD STREET BOSTON,MA02129 14-1885490	DENTAL SERVICE	WI	DENTAQUEST LLC	LLC	0	4,424,273	100.000 %	Yes
(4) DENTAQUEST OF ILLINOIS LLC 465 MEDFORD STREET BOSTON,MA02129 42-1529687	DENTAL SERVICE	WI	DENTAQUEST LLC	LLC	1,262,773	8,394,662	100.000 %	Yes
(5) DENTAQUEST OF MARYLAND LLC 465 MEDFORD STREET BOSTON,MA02129 81-0567214	DENTAL SERVICE	WI	DENTAQUEST LLC	LLC	-1,068,226	-425,604	100.000 %	Yes
(6) DENTAQUEST ADMINISTRATIVE SERVICES LLC 465 MEDFORD STREET BOSTON,MA02129 39-2041298	DENTAL SERVICE	CA	DENTAQUEST LLC	LLC	-64,587	387,485	100.000 %	Yes
(7) DENTAQUEST OF GEORGIA LLC 465 MEDFORD STREET BOSTON,MA02129 14-1885493	DENTAL SERVICE	WI	DENTAQUEST LLC	LLC	538	1,783,799	100.000 %	Yes
(8) DENTAQUEST OF ARIZONA LLC 465 MEDFORD STREET BOSTON,MA02129 11-3692025	DENTAL SERVICE	WI	DENTAQUEST LLC	LLC	302,934	687,354	100.000 %	Yes
(9) DENTAQUEST OF TENNESSEE LLC 465 MEDFORD STREET BOSTON,MA02129 35-2177954	DENTAL SERVICE	WI	DENTAQUEST LLC	LLC	-7,881	8,302,725	100.000 %	Yes
(10) DENTAQUEST IPA OF NEW YORK LLC 465 MEDFORD STREET BOSTON,MA02129 81-0616910	DENTAL SERVICE	WI	DENTAQUEST LLC	LLC	8,093,743	-5,137,034	100.000 %	Yes
(11) DENTAQUEST USA INSURANCE COMPANY INC 465 MEDFORD STREET BOSTON,MA02129 20-2970185	INSURANCE	TX	DENTAQUEST LLC	C CORP	24,440,721	156,796,348	100.000 %	Yes
(12) DENTAQUEST OF NEW JERSEY LLC 465 MEDFORD STREET BOSTON,MA02129 56-2356433	DENTAL SERVICE	WI	DENTAQUEST LLC	LLC	-200,072	989,322	100.000 %	Yes
(13) DENTAQUEST OF NEW YORK LLC 465 MEDFORD STREET BOSTON,MA02129 14-1885500	DENTAL SERVICE	WI	DENTAQUEST LLC	LLC	-1,689,289	15,148,484	100.000 %	Yes
(14) DENTAQUEST OF MINNESOTA LLC 465 MEDFORD STREET BOSTON,MA02129 56-2356445	DENTAL SERVICE	WI	DENTAQUEST LLC	LLC	326,733	4,269,631	100.000 %	Yes
(15) DENTAQUEST OF NEW MEXICO LLC 465 MEDFORD STREET BOSTON,MA02129 14-1885481	DENTAL SERVICE	WI	DENTAQUEST LLC	LLC	526,136	2,045,513	100.000 %	Yes
(16) DENTAQUEST OF FLORIDA INC 465 MEDFORD STREET BOSTON,MA02129 65-0743731	INSURANCE	FL	DENTAQUEST LLC	C CORP	74,780	18,400,980	100.000 %	Yes
(17) DSM USA INSURANCE COMPANY INC 465 MEDFORD STREET BOSTON,MA02129 59-0397210	INSURANCE	PA	DENTAQUEST LLC	C CORP	175,578	7,847,979	100.000 %	Yes
(18) DENTAQUEST GROUP INC 465 MEDFORD STREET BOSTON,MA02129 20-4056199	DENTAL SERVICE	DE	DSM	C CORP	31,251,645	386,488,000	100.000 %	Yes
(19) DSM INVESTMENTS INC 465 MEDFORD STREET BOSTON,MA02129 04-3428012	DENTAL SERVICE	MA	DSM	C CORP	-213,858	6,202,962	100.000 %	Yes
(20) DENTAQUEST LLC 465 MEDFORD STREET BOSTON,MA02129 20-0390099	DENTAL SERVICE	DE	DQ MA BUS TRUST	LLC	32,375,727	368,244,000	100.000 %	Yes
(21) DENTAQUEST MID-ATLANTIC INC 465 MEDFORD STREET BOSTON,MA02129 52-2006071	INSURANCE	MD	DQ MANAGEMENT	C CORP	842,736	11,850,494	100.000 %	Yes
(22) DENTAQUEST VIRGINIA INC 465 MEDFORD STREET BOSTON,MA02129 52-2016912	INSURANCE	VA	DQ MANAGEMENT	C CORP	926,501	3,831,500	100.000 %	Yes
(23) DENTAQUEST MANAGEMENT INC 465 MEDFORD STREET BOSTON,MA02129 52-1908785	DENTAL SERVICE	MD	DQ GROUP	C CORP	31,251,645	138,357,326	100.000 %	Yes
(24) DSM INSURANCE SERVICES INC 465 MEDFORD STREET BOSTON,MA02129 04-3172335	INSURANCE	MA	DSM INVESTMENTS	C CORP	-60,032	-83,315	100.000 %	Yes
(25) CALIFORNIA DENTAL NETWORK INC 465 MEDFORD STREET BOSTON,MA02129 93-0954061	INSURANCE	CA	DENTAQUEST LLC	C CORP	96,931	1,829,312	100.000 %	Yes
(26) PACIFIC DENTAL NETWORK INC 465 MEDFORD STREET BOSTON,MA02129 33-0672992	DENTAL SERVICE	CA	DENTAQUEST LLC	C CORP	148,144	1,033,059	100.000 %	Yes
(27) DSM MASSACHUSETTS INSURANCE COMPANYINC 465 MEDFORD STREET BOSTON,MA02129 46-5661073	INSURANCE	MA	DSM INVESTMENTS	C CORP	0	5,040,000	100.000 %	Yes

Schedule R (Form 990) 2014

Page 3

Part V

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

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

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, or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

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

Yes

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

Yes

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

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

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

s Other transfer of cash or property from related 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 related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) DENTAL HEALTH PROGRAMS INC	B	1,692,000	FMV
(2) COMMUNITY CARE OF KENTUCKY INC	B	911,197	FMV
(3) SARRELL RGNL DENTAL CTR FOR PUBLIC HTH INC	B	553,672	FMV
(4) DENTAL SERVICE OF MASSACHUSETTS INC	C	3,905,000	FMV
(5) DENTAQUEST GROUP INC & SUBSIDIARIES	P	738,894	FMV

Schedule R (Form 990) 2014

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

Schedule R (Form 990) 2014

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation

Schedule R (Form 990) 2014

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: DENTAQUEST CARE GROUP, INC. DEVELOPS, MANAGES AND IMPROVES COST-EFFECTIVE QUALITY DENTAL HEALTHCARE AND ACCESS TO UNDERSERVED COMMUNITIES THERETO.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	6
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	4
5	Total number of individuals employed in calendar year 2014 (Part V, line 2a) ......	5	0
6	Total number of volunteers (estimate if necessary) .............	6	0
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	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	95,298	0
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	0	0
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)...................	95,298	0
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	0	0
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–24e)....	0	852,649
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	0	852,649
19	Revenue less expenses. Subtract line 18 from line 12.......	95,298	-852,649
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	5,394,659	8,993,800
21	Total liabilities (Part X, line 26).............	0	0
22	Net assets or fund balances. Subtract line 21 from line 20.....	5,394,659	8,993,800

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 585,086 including grants of $ ) (Revenue $ )
	DURING THE REPORTING YEAR, DENTAQUEST CARE GROUP, INC. DEVELOPED, MANAGED AND IMPROVED COST-EFFECTIVE QUALITY DENTAL HEALTHCARE AND ACCESS THERETO THROUGH ITS THREE TAX-EXEMPT SUBSIDIARIES, WHICH PROVIDED SERVICES DIRECTLY TO THE POOR. SEE SCHEDULE O

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












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












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses585,086

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	0	11,479,724	9,003,018

(A) Name and business address	(B) Description of services	(C) Compensation
NONE,




2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 0

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
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
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			0
3	Investment income (including dividends, interest, and other similar amounts).......			0
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)	0	0
d	Net rental income or (loss).......			0
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory
b	Less: cost or other basis and sales expenses
c	Gain or (loss)
d	Net gain or (loss)..........			0
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......			0


			(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............		0	1	0
2	Savings and temporary cash investments .........		0	2	20,527
3	Pledges and grants receivable, net ...........		0	3	0
4	Accounts receivable, net .............		0	4	576,482
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
			0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
			0	6	0
7	Notes and loans receivable, net .............		0	7	0
8	Inventories for sale or use ..............		0	8	0
9	Prepaid expenses and deferred charges ..........		0	9	0
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a
b	Less: accumulated depreciation .....	10b	0	10c
11	Investments—publicly traded securities ..........		0	11	0
12	Investments—other securities. See Part IV, line 11 .....		0	12	0
13	Investments—program-related. See Part IV, line 11 .....		5,394,659	13	8,396,791
14	Intangible assets ...............		0	14	0
15	Other assets. See Part IV, line 11 ...........		0	15	0
16	Total assets. Add lines 1 through 15 (must equal line 34)......		5,394,659	16	8,993,800
17	Accounts payable and accrued expenses .........		0	17	0
18	Grants payable .................		0	18	0
19	Deferred revenue ................		0	19	0
20	Tax-exempt bond liabilities .............		0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D..		0	21	0
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........		0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..		0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....		0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................		0	25	0
26	Total liabilities. Add lines 17 through 25.........		0	26	0
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............		5,394,659	27	8,993,800
28	Temporarily restricted net assets ...........		0	28	0
29	Permanently restricted net assets ...........		0	29	0
	Organizations that do not follow SFAS 117 (ASC 958), 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			32
33	Total net assets or fund balances ...........		5,394,659	33	8,993,800
34	Total liabilities and net assets/fund balances ........		5,394,659	34	8,993,800