TY 2019 Form 990

- TIN:

Form990

Department of the TreasuryInternal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations)

Do not enter social security numbers on this form as it may be made public.

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public Inspection

A For the 2019 calendar year, or tax year beginning 01-01-2019 , and ending 12-31-2019

BCheck if applicable: Address change Name change Initial return Final return/terminated Amended return Application pending

CName of organization
DELTA DENTAL OF KENTUCKY INC

Doing business as

Number and street (or P.O. box if mail is not delivered to street address)
10100 LINN STATION ROAD NO 700

Room/suite

City or town, state or province, country, and ZIP or foreign postal code
LOUISVILLE, KY40223

D Employer identification number

61-0659432

E Telephone number

G Gross receipts $ 170,437,174

F Name and address of principal officer:
CHRISTOPHER W GREEN
10100 LINN STATION ROAD NO 700
LOUISVILLE,KY40223

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

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

Website:

WWW.DELTADENTALKY.COM

H(a)

Is this a group return for
subordinates? Yes No

H(b)

Are all subordinates
included?

Yes No

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

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1966

M State of legal domicile: KY

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: DELTA DENTAL OF KENTUCKY'S MISSION HAS ALWAYS BEEN TO BE THE LEADER IN THE MARKETS WE SERVE, TO DELIVER UNMATCHED QUALITY AND VALUE IN OUR PROGRAMS AND SERVICES, AND TO VIGOROUSLY PROMOTE THE IMPORTANCE OF ORAL HEALTH AS AN ESSENTIAL PART OF OVERALL HEALTH. ITS OVERARCHING MISSION IS TO BE THE DENTAL BENEFITS COMPANY OF CHOICE IN THE MARKETS WE SERVE.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	10
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	8
5	Total number of individuals employed in calendar year 2019 (Part V, line 2a) ......	5	87
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	579,748
b	Net unrelated business taxable income from Form 990-T, line 39 .........	7b	-96,437

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	194,147,209	146,696,663
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	1,499,200	1,359,948
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	-1,034,347	-883,222
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	194,612,062	147,173,389
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	1,890,558	1,665,998
14	Benefits paid to or for members (Part IX, column (A), line 4).....	165,381,833	116,397,006
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	8,775,838	10,086,152
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)....	16,547,680	16,100,242
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	192,595,909	144,249,398
19	Revenue less expenses. Subtract line 18 from line 12.......	2,016,153	2,923,991
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	99,319,564	102,860,273
21	Total liabilities (Part X, line 26).............	18,676,804	16,078,508
22	Net assets or fund balances. Subtract line 21 from line 20.....	80,642,760	86,781,765

Part II

Signature Block

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

Sign Here

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ..........YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y Form 990 (2019)

Form 990 (2019)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response or note to any line in this Part III..............

Briefly describe the organization’s mission: SEE SCHEDULE ODELTA DENTAL OF KENTUCKY'S MISSION HAS ALWAYS BEEN TO BE THE LEADER IN THE MARKETS WE SERVE, TO DELIVER UNMATCHED QUALITY AND VALUE IN OUR PROGRAMS AND SERVICES, AND TO VIGOROUSLY PROMOTE THE IMPORTANCE OF ORAL HEALTH AS AN ESSENTIAL PART OF OVERALL HEALTH. ITS OVERARCHING MISSION IS TO BE THE DENTAL BENEFITS COMPANY OF CHOICE IN THE MARKETS WE SERVE.

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

If "Yes," describe these new services on Schedule O.

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

If "Yes," describe these changes on Schedule O.

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ 140,922,904 including grants of $ 1,665,998 ) (Revenue $ 146,116,915 )
	DELTA DENTAL OF KENTUCKY IS THE LARGEST AND OLDEST DENTAL BENEFIT ADMINISTRATOR IN KENTUCKY. AS A NOT-FOR-PROFIT ORGANIZATION, OUR CORE MISSION IS THAT EVERYONE DESERVES A HAPPY AND HEALTHY SMILE. WE ARE COMMITTED TO FULFILLING THIS MISSION THROUGH OUR DENTAL AND VISION BENEFIT PROGRAMS AS WELL AS OUR CORPORATE PHILANTHROPIC INITIATIVES. DELTA DENTAL OF KENTUCKY INSURES NEARLY 800,000 SMILES IN THE COMMONWEALTH OF KENTUCKY THROUGH GROUP AND INDIVIDUAL PLANS. SEE SCHEDULE O FOR CONTINUATIONFOR CLOSE TO SIX DECADES, DELTA DENTAL OF KENTUCKY HAS HELPED PROMOTE HEALTHY SMILES FOR OUR MEMBERS BY DESIGNING AND ADMINISTERING INNOVATIVE, COST-EFFECTIVE DENTAL BENEFIT PROGRAMS. THESE PLANS MEET OUR MEMBERS' COST-OBJECTIVES WHILE IMPROVING AND MAINTAINING THEIR ORAL HEALTH. DELTA DENTAL OF KENTUCKY IS DEDICATED TO OUR MEMBERS AND ENSURING WE PROVIDE SUPERIOR CUSTOMER SERVICE, AS EVIDENCED BY NEARLY 90% OF CALLS ANSWERED IN LESS THAN 30 SECONDS. OUR AWARD WINNING CUSTOMER SERVICE HAS A 95% SATISFACTION RATE.DELTA DENTAL OF KENTUCKY OPERATES THE LARGEST DENTAL NETWORKS WITH OVER 90% OF PARTICIPATION AMONG KENTUCKY DENTISTS. OUR TWO LARGE NETWORKS GIVE DELTA DENTAL MEMBERS ADDED PROTECTION BECAUSE THEY GUARANTEE THAT PARTICIPATING DENTISTS WILL ACCEPT THEIR PAYMENT FOR COVERED SERVICES AND THAT NO CHARGES, OTHER THAN CO-PAYMENTS AND DEDUCTIBLES ARE BILLED. OUR DENTIST-CREDENTIALING PROGRAM, COST MANAGEMENT POLICIES AND FEE REDUCTION AGREEMENTS WITH PARTICIPATING DENTISTS HELP MEMBERS RECEIVE QUALITY DENTISTRY AND BEST DENTAL OUTCOMES. ENSURING OUR MISSION OF HAPPY AND HEALTHY SMILES IS A CORE COMPONENT OF THE DELTA DENTAL OF KENTUCKY. SINCE THE INCEPTION OF DELTA DENTAL OF KENTUCKY FUND AT THE COMMUNITY FOUNDATION IN 2003, OUR CORPORATE PHILANTHROPIC GIVING HAS PROVIDED OVER $15 MILLION IN GRANTS TO OVER 160 ORGANIZATIONS. IN 2019, THE FUNDS DONATED TO THE COMMUNITY FOUNDATION OF $1.5 MILLION ULTIMATELY BENEFITED 45 ORGANIZATIONS THROUGHOUT THE ENTIRE STATE. THESE DOLLARS FUNDED 21 DENTAL CLINICS ACROSS THE COMMONWEALTH AND 75% OF THESE DOLLARS WERE GRANTED TO ORGANIZATIONS PROVIDING DENTAL CARE AND ORAL HEALTH EDUCATION TO VULNERABLE POPULATIONS.

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 expenses140,922,904

Form 990 (2019)

Page 3

Part IV

Checklist of Required Schedules

Yes

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

Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? ...

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

Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes," complete Schedule C, Part II.........

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

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

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

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

....

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

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

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

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

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi endowments? If "Yes," complete Schedule D, Part V......

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

Did the organization report an amount for land, buildings, and equipment in Part X, line 10? If "Yes," complete
Schedule D, Part VI. Click to see attachment

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

11a

Yes

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

.......

11b

Yes

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

.......

11c

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

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

11d

Yes

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

11e

Yes

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

11f

12a

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

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

12a

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

12b

Yes

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

14a

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

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV.........

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? If “Yes,” complete Schedule F, Parts II and IV.....

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? If “Yes,” complete Schedule F, Parts III and IV...

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

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

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

20a

Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H....

20a

If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return?

20b

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

Yes

Form 990 (2019)

Page 4

Part IV

Checklist of Required Schedules (continued)

Yes

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

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

Yes

24a

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

24a

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

24b

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

24c

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

24d

25a

Section 501(c)(3), 501(c)(4), and 501(c)(29) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I ....

25a

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

25b

Did the organization report any amount on Part X, line 5 or 22 for receivables from or payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L, Part II...........

Did the organization provide a grant or other assistance to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or employee thereof, a grant selection committee member, or to a 35% controlled entity (including an employee thereof) or family member of any of these persons?

If "Yes," complete

Schedule L, Part III.........................

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

A current or former officer, director, trustee, key employee, creator or founder, or substantial contributor? If "Yes," complete Schedule L, Part IV......................

28a

A family member of any individual described in line 28a? If "Yes," complete Schedule L, Part IV.....

28b

A 35% controlled entity of one or more individuals and/or organizations described in lines 28a or 28b? If "Yes," complete Schedule L, Part IV.....................

28c

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

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

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

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

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

Yes

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

Yes

35a

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

35a

Yes

If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If "Yes," complete Schedule R, Part V, line 2 ... Click to see attachment

35b

Yes

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

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

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

Yes

Part V

Statements Regarding Other IRS Filings and Tax Compliance
Check if Schedule O contains a response or note to any line in this Part V...........

Yes

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

22,175

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

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

Yes

Form 990 (2019)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance (continued)

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

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)

Yes

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

Yes

If “Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation in Schedule O...

Yes

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

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

See instructions for filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Sponsoring organizations maintaining donor advised funds. Did a donor advised fund maintained by the sponsoring organization have excess business holdings at any time during the year? ........

Sponsoring organizations maintaining donor advised funds.

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

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

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

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

10a

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

10b

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

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

11a

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

11b

12a

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

12a

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

12b

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

Is the organization licensed to issue qualified health plans in more than one state? .........
Note. See the instructions for additional information the organization must report on Schedule O.

13a

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

13b

Enter the amount of reserves on hand ............

13c

14a

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

14a

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

14b

Is the organization subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or excess parachute payment(s) during the year? ....................
If "Yes," see instructions and file Form 4720, Schedule N.

Is the organization an educational institution subject to the section 4968 excise tax on net investment income? ..
If "Yes," complete Form 4720, Schedule O.

Form 990 (2019)

Page 6

Part VI

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

Check if Schedule O contains a response or note to any line in this Part VI..............

Section A. Governing Body and Management

Yes

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

If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

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

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

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

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

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

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

Yes

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................

Yes

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................

Yes

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

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

Yes

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

Yes

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

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

Yes

10a

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

10a

If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?

10b

11a

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

11a

Yes

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

12a

Did the organization have a written conflict of interest policy? If "No," go to line 13.......

12a

Yes

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

12b

Yes

Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule O how this was done...................

12c

Yes

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

Yes

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

Yes

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

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

15a

Yes

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

15b

Yes

If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).

16a

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

16a

Yes

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

16b

Yes

Section C. Disclosure

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

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

Own website Another's website Upon request Other (explain in Schedule O)

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

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

CHRISTOPHER W GREEN CFO10100 LINN STATION ROAD STE 700 LOUISVILLE,KY40223 (502) 736-5000

Form 990 (2019)

Page 7

Part VII

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

Check if Schedule O contains a response or note to any line in this Part VII..............

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

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

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

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

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

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

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

See instructions for the order in which to list the persons above.

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

(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)				(D) Reportable compensation from the organization (W-2/1099-MISC)	(E) Reportable compensation from related organizations (W-2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and title
(1) J JUDE THOMPSON...................................................................... PRESIDENT, CEO	35.00 ................. 5.00	X	X			547,764	0	38,685
(2) BRIAN D HART...................................................................... VP/CRO	40.00 ................. 0.00		X			365,209	0	36,744
(3) ANGELA J NENNI...................................................................... VP/CAO	40.00 ................. 0.00		X			368,848	0	25,638
(4) JOHN L WEEKS III...................................................................... VP/CLO/SECRETARY (THRU 7/2019)	40.00 ................. 0.00		X			309,832	0	14,298
(5) RONALD E STORY...................................................................... VP/CIO	40.00 ................. 0.00		X			280,108	0	15,995
(6) RUSSELL W SKAGGS...................................................................... VP/CFO (THRU 2/2019)	40.00 ................. 0.00		X			265,688	0	20,984
(7) TAUNYA L ESHENBAUGH...................................................................... DIRECTOR, SALES	40.00 ................. 0.00			X		245,781	0	17,571
(8) JEFFREY D DUES...................................................................... DIRECTOR, ACCOUNT MGMT	40.00 ................. 0.00			X		186,263	0	31,657
(9) LAURA F WINCE...................................................................... DIRECTOR, MARKETING	40.00 ................. 0.00			X		110,485	0	28,329
(10) CLIFFORD T MAESAKA...................................................................... FORMER CEO (THRU 3/2017)	0.00 ................. 0.00				X	136,207	0	0
(11) TAMMY W CANNON...................................................................... MANAGER, UNDERWRITING	40.00 ................. 0.00			X		112,699	0	18,548
(12) TAMARA L YORK-DAY...................................................................... FORMER VP (THRU 12/2017)	0.00 ................. 0.00				X	131,127	0	0
(13) MATTHEW D ENGEL...................................................................... LEAD SOFTWARE DESIGNER	40.00 ................. 0.00			X		101,661	0	12,280
(14) CHRISTOPHER W GREEN...................................................................... VP/CFO	40.00 ................. 0.00		X			100,385	0	3,854
(15) MICHAEL CHILDERS DMD...................................................................... CHAIR	4.00 ................. 5.00	X	X			36,700	24,996	0
(16) STEVE S REED...................................................................... DIRECTOR	2.00 ................. 0.00	X				25,200	0	0
(17) DIANE CORNWELL...................................................................... DIRECTOR	4.00 ................. 0.00	X				24,200	0	0

Form 990 (2019)

Page 8

Part VII

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

(A) Name and title	(B) Average hours per week (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)		(D) Reportable compensation from the organization (W-2/1099-MISC)	(E) Reportable compensation from related organizations (W-2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and title
(18) OLIVIA F KIRTLEY........................................................................ DIRECTOR	4.00 .......................0.00	X		4,200	0	19,000
(19) RODNEY A JACKSON DMD........................................................................ DIRECTOR	2.00 .......................0.00	X		22,700	0	0
(20) J DAVID SMITH........................................................................ VICE CHAIR	2.00 .......................0.00	X	X	20,700	0	0
(21) RANDALL F DYER JR........................................................................ DIRECTOR	2.00 .......................0.00	X		18,700	0	0
(22) JOHN N WILLIAMS JR DMD........................................................................ DIRECTOR	2.00 .......................0.00	X		11,200	0	0
(23) JOHNNA REEDER KLEYMEYER........................................................................ DIRECTOR	2.00 .......................0.00	X		9,100	0	0

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	3,434,757	24,996	283,583

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

Yes

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

Yes

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

Yes

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

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.

(A) Name and business address	(B) Description of services	(C) Compensation
DELTA DENTAL PLAN OF MICHIGAN PO BOX 30416 LANSING,MI48909	ADMINISTRATIVE SERVICES	3,585,297
MCGRIFF INSURANCE SERVICES INC 3605 GLENWOOD AVENUE STE 201 RALEIGH,NC27612	BENEFITS CONSULTING	1,055,455
HOUCHENS INSURANCE GROUP INC 1750 SCOTTSVILLE ROAD STE 4 BOWLING GREEN,KY42104	BENEFITS CONSULTING	721,296
RENAISSANCE LIFE & HEALTH INSURANCE COMP PO BOX 30416 LANSING,MI48909	ADMINISTRATIVE SERVICES	690,100
ASSURED PARTNERS NL LLC 2305 RIVER ROAD LOUISVILLE,KY40206	BENEFITS CONSULTING	598,232
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 26

Form 990 (2019)

Page 9

Part VIII

Statement of Revenue

Check if Schedule O contains a response or note to any line in this Part VIII.............

(A)
Total revenue

(B)
Related or
exempt
function
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 above	1f

g	Noncash contributions included in lines 1a - 1f:$	1g

h Total. Add lines 1a-1f.......

		Business Code
2a	DENTAL CARE REVENUE	524114	146,110,915	146,110,915
b	VISION INSURANCE REVENUE	524114	579,748		579,748
c	OTHER FEES	900099	6,000	6,000
d
e
f	All other program service revenue.
g	Total. Add lines 2a–2f .....		146,696,663

3 Investment income (including dividends, interest, and othersimilar amounts) ......			1,137,855			1,137,855
4 Income from investment of tax-exempt bond proceeds
5 Royalties...........
		(ii) Personal	(i) Real
6a	Gross rents		539,834	6a
b	Less: rental expenses		1,423,056	6b
c	Rental income or (loss)		-883,222	6c
d	Net rental income or (loss).......			-883,222			-883,222
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory		22,062,822	7a
b	Less: cost or other basis and sales expenses		21,840,729	7b
c	Gain or (loss)		222,093	7c
d	Net gain or (loss).........			222,093			222,093
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
			8a
b	Less: direct expenses ...		8b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
			9a
b	Less: direct expenses ...		9b
c	Net income or (loss) from gaming activities..
10a	Gross sales of inventory, less returns and allowances ..
			10a
b	Less: cost of goods sold ..		10b
c	Net income or (loss) from sales of inventory..
Business Code			Miscellaneous Revenue
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See instructions.....			147,173,389	146,116,915	579,748	476,726

Form 990 (2019)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response or note to any line in this Part IX..............

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 ....	1,665,998	1,665,998
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ...........
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16. .............
4	Benefits paid to or for members .......	116,397,006	116,397,006
5	Compensation of current officers, directors, trustees, and key employees ...........	2,585,732	1,292,866	1,292,866
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) .........
7	Other salaries and wages........	5,719,149	5,719,149
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	361,067	361,067
9	Other employee benefits .......	970,386	970,386
10	Payroll taxes ...........	449,818	346,360	103,458
11	Fees for services (non-employees):
a	Management ......	612,996		612,996
b	Legal .........	148,410		148,410
c	Accounting ...........	81,749		81,749
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......	135,387		135,387
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)
12	Advertising and promotion ....	596,748	537,073	59,675
13	Office expenses .......	894,935	581,708	313,227
14	Information technology ......	467,768	467,768
15	Royalties ..
16	Occupancy ...........	373,874	325,270	48,604
17	Travel ............	815,066	407,533	407,533
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .
19	Conferences, conventions, and meetings ....	16,699	10,019	6,680
20	Interest ...........	67	67
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization ..	132,247	119,022	13,225
23	Insurance ...	97,304		97,304
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	BROKER COMMISSIONS	7,903,424	7,903,424
b	PROCESSING FEES	2,852,325	2,852,325
c	POSTAGE & SHIPPING	537,970	532,590	5,380
d	DUES & ASSESSMENTS	373,297	373,297
e	All other expenses	59,976	59,976
25	Total functional expenses. Add lines 1 through 24e	144,249,398	140,922,904	3,326,494	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).

Form 990 (2019)

Page 11

Part X

Balance Sheet

Check if Schedule O contains a response or note to any line in this Part IX..............

				(A) Beginning of year		(B) End of year

1	Cash–non-interest-bearing ........			14,610,089	1	10,695,270
2	Savings and temporary cash investments .........			246,761	2	412,681
3	Pledges and grants receivable, net ......				3
4	Accounts receivable, net .............			17,709,508	4	20,933,603
5	Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .......
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), and persons described in section 4958(c)(3)(B) ...
					6
7	Notes and loans receivable, net ...........				7
8	Inventories for sale or use ............				8
9	Prepaid expenses and deferred charges ......			0	9	46,909
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	17,632,092
b	Less: accumulated depreciation	10b	8,400,705	9,500,337	10c	9,231,387
11	Investments—publicly traded securities .			22,819,043	11	23,477,283
12	Investments—other securities. See Part IV, line 11 .....			26,396,295	12	29,830,439
13	Investments—program-related. See Part IV, line 11 ..				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			8,037,531	15	8,232,701
16	Total assets. Add lines 1 through 15 (must equal line 33)...			99,319,564	16	102,860,273

17	Accounts payable and accrued expenses .....	3,430,847	17	1,711,153
18	Grants payable ...		18
19	Deferred revenue .........	2,299,950	19	1,999,508
20	Tax-exempt bond liabilities .........		20
21	Escrow or custodial account liability. Complete Part IV of Schedule D		21
22	Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .........
			22
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ..		24
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	12,946,007	25	12,367,847
26	Total liabilities. Add lines 17 through 25..	18,676,804	26	16,078,508

	Organizations that follow FASB ASC 958, check here and complete lines 27, 28, 32, and 33.
27	Net assets without donor restrictions ..........	80,642,760	27	86,781,765
28	Net assets with donor restrictions ...........		28
	Organizations that do not follow FASB ASC 958, check here and complete lines 29 through 33.
29	Capital stock or trust principal, or current funds .....		29
30	Paid-in or capital surplus, or land, building or equipment fund ...		30
31	Retained earnings, endowment, accumulated income, or other funds		31
32	Total net assets or fund balances ...........	80,642,760	32	86,781,765
33	Total liabilities and net assets/fund balances ........	99,319,564	33	102,860,273

Form 990 (2019)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response or note to any line in this Part XI..............

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

147,173,389

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

144,249,398

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

2,923,991

Net assets or fund balances at beginning of year (must equal Part X, line 32, column (A)) ..

80,642,760

Net unrealized gains (losses) on investments ...............

6,944,762

Donated services and use of facilities .................

Investment expenses .....................

Prior period adjustments .....................

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

-3,729,748

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 32, column (B))

86,781,765

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response or note to any line in this Part XII.............

Yes

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

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

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

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

Yes

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

If "Yes," to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?

Yes

If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

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

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

Form 990 (2019)

Additional Data

Software ID:
Software Version:

Form 990, Special Condition Description:

Special Condition Description

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," on 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.
SchDMd Bullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public Inspection

Name of the organization

DELTA DENTAL OF KENTUCKY INC

Employer identification number

61-0659432

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" on 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" on 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 7/25/06, 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, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, handling of violations, 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" on Form 990, Part IV, line 8.

If the organization elected, as permitted under FASB 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 FASB 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 on 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 FASB ASC 958 relating to these items:

Revenue included on 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) 2019

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" on 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


b	If "Yes," explain the arrangement in Part XIII and complete the following table:		Amount
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" on Form 990, Part IV, line 10.

		(a) Current year	(b) Prior year	(c) Two years back	(d) Three years back	(e) Four years back

1a	Beginning of year balance ....
b	Contributions ...
c	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

Term endowment SchDMd Bullet

The percentages on 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" on 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" on 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 .....	830,000		830,000
b	Buildings ....	11,727,036	4,401,439	7,325,597
c	Leasehold improvements	1,582,626	993,295	589,331
d	Equipment ....	1,952,728	1,502,862	449,866
e	Other .....	1,539,702	1,503,109	36,593
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				9,231,387

Schedule D (Form 990) 2019

Page 3

Part VII

InvestmentsOther Securities.
Complete if the organization answered "Yes" on 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........	26,194,783	F
(3) Other (A) INVESTMENT - DENTAL CHOICE, INC.	3,635,656	F
(C)
(D)
(E)
(F)
(G)
(H)
(I)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)	29,830,439

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' on 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

(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

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

(a) Description				(b) Book value
(1)ACCRUED INVESTMENT INCOME				133,968
(2)457(B) PLAN				645,879
(3)INVESTMENT - RHC				7,452,854
(4)
(5)
(6)
(7)
(8)
(9)
(10)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				8,232,701

Part X

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

1.(a) Description of liability	(b) Book value
(1) Federal income taxes
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	12,367,847
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) 2019

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return. Complete if the organization answered 'Yes' on 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' on 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

Schedule D (Form 990) 2019

Additional Data

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Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

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

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

Attach to Form 990.
lBullet

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2019

Open to Public
Inspection

Name of the organization
DELTA DENTAL OF KENTUCKY INC

Employer identification number
61-0659432

Part I

General Information on Grants and Assistance

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

Yes No

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

Part II

Grants and Other Assistance to Domestic Organizations and Domestic Governments. Complete if the organization answered "Yes" on Form 990, Part IV, line 21, for any recipient

that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC section (if applicable)	(d) Amount of cash grant	(f) Method of valuation (book, FMV, appraisal, other)	(h) Purpose of grant or assistance
(1) COMMUNITY FOUNDATION OF LOUISVILLE 325 WEST MAIN STREET SUITE 1110 LOUISVILLE,KY40202	31-0997017	501(C)(3)	1,300,000	CASH	GENERAL DONATION
(2) LEADERSHIP LOUISVILLE FOUNDATION 732 W MAIN STREET LOUISVILLE,KY40202	31-0958491	501(C)(3)	10,000	CASH	GENERAL DONATION
(3) KENTUCKY YOUTH ADVOCATES 11001 BLUEGRASS PKWY SUITE 100 LOUISVILLE,KY40299	61-0929390	501(C)(3)	5,000	CASH	GENERAL DONATION
(4) LOUISVILLE BALLET 315 EAST MAIN STREET LOUISVILLE,KY40202	61-6033779	501(C)(3)	6,000	CASH	GENERAL DONATION

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................. Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

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

Cat. No. 50055P

Schedule I (Form 990) 2019

Page 2

Part III

Grants and Other Assistance to Domestic Individuals. Complete if the organization answered "Yes" on Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

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

(1)
(2)
(3)
(4)
(5)
(6)
(7)

Part IV

Supplemental Information. Provide the information required in Part I, line 2; Part III, column (b); and any other additional information.

Return Reference	Explanation
PART I, LINE 2:	GRANTS ARE MADE AND MONITORED UNDER A BOARD APPROVED CORPORATE POLICY WHICH SETS OUT THE GRANT CRITERIA, INCLUDING PROCESSES FOR APPROVAL, DISTRIBUTION, AND MONITORING. THE GRANT REVIEW AND APPROVAL COMMITTEE CONSISTS OF MEMBERS OF THE BOARD AND COMPANY EXECUTIVES. GRANTS MUST BE SUBMITTED ON SPECIFIED FORMS WHICH REQUIRE INFORMATION ABOUT THE GRANTEE ORGANIZATION AND HOW THE GRANTS WILL BE USED. GRANTEE ORGANIZATIONS MUST PERIODICALLY REPORT ON HOW THE FUNDS HAVE BEEN UTILIZED AND CERTIFY THAT FUNDS ARE DISBURSED IN ACCORDANCE WITH THE APPROVED GRANT APPLICATION. THESE REPORTS ARE REGULARLY REVIEWED BY COMPANY STAFF AND SUMMARIZED FOR THE GRANT COMMITTEE. THE COMMITTEE REVIEWS THE REPORTS AT LEAST QUARTERLY AND COMMUNICATES QUESTIONS OR CONCERNS BACK TO THE GRANTEE ORGANIZATION.

Return Reference

Explanation

PART I, LINE 2:

GRANTS ARE MADE AND MONITORED UNDER A BOARD APPROVED CORPORATE POLICY WHICH SETS OUT THE GRANT CRITERIA, INCLUDING PROCESSES FOR APPROVAL, DISTRIBUTION, AND MONITORING. THE GRANT REVIEW AND APPROVAL COMMITTEE CONSISTS OF MEMBERS OF THE BOARD AND COMPANY EXECUTIVES. GRANTS MUST BE SUBMITTED ON SPECIFIED FORMS WHICH REQUIRE INFORMATION ABOUT THE GRANTEE ORGANIZATION AND HOW THE GRANTS WILL BE USED. GRANTEE ORGANIZATIONS MUST PERIODICALLY REPORT ON HOW THE FUNDS HAVE BEEN UTILIZED AND CERTIFY THAT FUNDS ARE DISBURSED IN ACCORDANCE WITH THE APPROVED GRANT APPLICATION. THESE REPORTS ARE REGULARLY REVIEWED BY COMPANY STAFF AND SUMMARIZED FOR THE GRANT COMMITTEE. THE COMMITTEE REVIEWS THE REPORTS AT LEAST QUARTERLY AND COMMUNICATES QUESTIONS OR CONCERNS BACK TO THE GRANTEE ORGANIZATION.

Schedule I (Form 990) 2019

Additional Data

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Software Version:

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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" on Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public Inspection

Name of the organization

DELTA DENTAL OF KENTUCKY INC

Employer identification number

61-0659432

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 on 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 on 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 on 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 on 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? .............

Yes

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

Yes

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

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

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

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

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

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

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

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

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

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

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

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

Yes

Were any amounts reported on 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" on 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) 2019

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 on 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 on 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)
1J JUDE THOMPSON PRESIDENT, CEO	(i) (ii)	414,967 ------------- 0	132,797 ------------- 0	0 ------------- 0	0 ------------- 0	38,685 ------------- 0	586,449 ------------- 0	0 ------------- 0
2BRIAN D HART VP/CRO	(i) (ii)	291,305 ------------- 0	73,904 ------------- 0	0 ------------- 0	0 ------------- 0	36,744 ------------- 0	401,953 ------------- 0	0 ------------- 0
3ANGELA J NENNI VP/CAO	(i) (ii)	297,330 ------------- 0	71,518 ------------- 0	0 ------------- 0	0 ------------- 0	25,638 ------------- 0	394,486 ------------- 0	0 ------------- 0
4JOHN L WEEKS III VP/CLO/SECRETARY (THRU 7/2019)	(i) (ii)	137,706 ------------- 0	71,219 ------------- 0	100,907 ------------- 0	0 ------------- 0	14,298 ------------- 0	324,130 ------------- 0	0 ------------- 0
5RONALD E STORY VP/CIO	(i) (ii)	132,898 ------------- 0	54,051 ------------- 0	93,159 ------------- 0	0 ------------- 0	15,995 ------------- 0	296,103 ------------- 0	0 ------------- 0
6RUSSELL W SKAGGS VP/CFO (THRU 2/2019)	(i) (ii)	61,737 ------------- 0	53,472 ------------- 0	150,479 ------------- 0	0 ------------- 0	20,984 ------------- 0	286,672 ------------- 0	0 ------------- 0
7TAUNYA L ESHENBAUGH DIRECTOR, SALES	(i) (ii)	74,646 ------------- 0	171,135 ------------- 0	0 ------------- 0	0 ------------- 0	17,571 ------------- 0	263,352 ------------- 0	0 ------------- 0
8JEFFREY D DUES DIRECTOR, ACCOUNT MGMT	(i) (ii)	80,763 ------------- 0	105,500 ------------- 0	0 ------------- 0	0 ------------- 0	31,657 ------------- 0	217,920 ------------- 0	0 ------------- 0
9CLIFFORD T MAESAKA FORMER CEO (THRU 3/2017)	(i) (ii)	0 ------------- 0	0 ------------- 0	136,207 ------------- 0	0 ------------- 0	0 ------------- 0	136,207 ------------- 0	0 ------------- 0
10TAMARA L YORK-DAY FORMER VP (THRU 12/2017)	(i) (ii)	0 ------------- 0	0 ------------- 0	131,127 ------------- 0	0 ------------- 0	0 ------------- 0	131,127 ------------- 0	0 ------------- 0

Schedule J (Form 990) 2019

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
PART I, LINE 1A	FOR THE ANNUAL RHSC CONFERENCE THE BOARD MEMBERS ARE ALLOWED TO HAVE COMPANION TRAVEL WITH THEM. THIS IS TAXABLE TO THE BOARD MEMBER.
PART I, LINES 4A-B	DURING 2019, THE FOLLOWING RECEIVED SEVERANCE PAYMENTS: TAMARA L. YORK-DAY, THE FORMER COO, $131,127, RUSSELL W. SKAGGS, THE FORMER CFO, $150,479, AND RONALD E. STORY, THE FORMER CIO, $93,159. LASTLY, JOHN L. WEEKS, III, FORMER CLO, RECEIVED PAYMENTS THROUGH A SEPARATION AGREEMENT IN THE AMOUNT OF $100,907. DELTA DENTAL OF KENTUCKY, HAD A 457(F) SERP, A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, THAT WAS TERMINATED IN JUNE 2019 . ONLY THE FORMER CEO, CLIFFORD T. MAESAKA, RECEIVED A DISTRIBUTION FROM THE SERP OF $136,207. NO ONE ELSE PARTICIPATED IN THIS PLAN NOR RECEIVED A DISTRIBUTION OR ACCRUED BENEFITS.
PART I, LINE 7	AS INDICATED IN SCHEDULE J, PART II, TOP MANAGEMENT OFFICIALS RECEIVED A BONUS BASED UPON EMPLOYEE PERFORMANCE AND THE FINANCIAL RESULTS OF THE ORGANIZATION AS COMPARED TO BUDGET. THIS BONUS WAS APPROVED BY THE EXECUTIVE COMMITTEE OF THE BOARD.

Schedule J (Form 990) 2019

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

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2019

Open to Public
Inspection

Name of the organization

DELTA DENTAL OF KENTUCKY INC

Employer identification number

61-0659432

Return Reference	Explanation
FORM 990, PART VI, SECTION A, LINE 6	EFFECTIVE JULY 1, 2009 RENAISSANCE HEALTH SERVICE CORPORATION BECAME THE SOLE CORPORATE MEMBER OF DELTA DENTAL OF KENTUCKY.
FORM 990, PART VI, SECTION A, LINE 7A	RHSC IS THE SOLE VOTING MEMBER OF DDKY. HOWEVER, UNDER THE TERMS OF THE AFFILIATION AGREEMENT THE PARTIES AGREED THAT THE DELTA DENTAL OF KENTUCKY (DDKY) BOARD SELECTS DIRECTOR CANDIDATES AND SUBMITS THEM TO RENAISSANCE HEALTH SERVICE CORP (RHSC). RHSC THEN APPROVES THE CANDIDATES. RHSC CAN REJECT PROPOSED CANDIDATES ONLY FOR "JUST CAUSE" AS DEFINED IN THE AGREEMENT. OTHERWISE, RHSC MUST APPROVE ALL THE CANDIDATES PROPOSED BY THE DDKY BOARD. RHSC HAS THE RIGHT TO ELECT A NUMBER OF DIRECTORS TO THE DDKY BOARD PROPORTIONAL TO THE NUMBER OF DIRECTORS THAT DDKY MAY NOMINATE TO THE RHSC BOARD. AS OF 12/31/2019, RHSC APPOINTED ONE MEMBER OF THE 10 MEMBER DDKY BOARD.
FORM 990, PART VI, SECTION A, LINE 7B	THE RIGHTS OF THE DDKY BOARD ARE TO APPROVE THE ANNUAL BUDGETS FOR OPERATIONS, ELECT OFFICERS OF THE DDKY BOARD OF DIRECTORS, APPROVE THE TRANSFER OF ANY OF ITS ASSETS, APPROVE THE INCURRENCE OR GUARANTY OF DEBT AND APPROVE THE MANAGEMENT OF ITS INVESTMENTS. RHSC MUST APPROVE ANY TRANSFER OF ASSETS, INVESTMENTS, LOANS, GUARANTIES OR EXPENDITURES WHICH EXCEEDS TEN PERCENT OF DDKY'S NET ASSETS. RHSC MUST APPROVE THE FOLLOWING CHANGES TO THE DDKY BYLAWS: THE IDENTITY, QUALIFICATION OR RIGHTS OF DDKY'S VOTING MEMBER, THE QUALIFICATIONS, CLASSIFICATIONS, TERMS OF OFFICE OR PERMISSIBLE NUMBER OF DIRECTORS ON DDKY'S BOARD OR ANY LIMITATION ON THE RIGHTS OR AUTHORITY OF THE DDKY BOARD CONTAINED IN DDKY'S ORGANIZATIONAL DOCUMENTS.
FORM 990, PART VI, SECTION B, LINE 11B	THE FORM 990 IS FIRST REVIEWED INTERNALLY BY THE VICE PRESIDENT AND CFO, CORPORATE COUNSEL AND CEO. A DRAFT IS THEN PROVIDED TO THE AUDIT AND FINANCE COMMITTEE FOR REVIEW. PRIOR TO FILING, A COPY OF THE FINAL FORM 990 IS DISTRIBUTED TO THE ENTIRE BOARD OF DIRECTORS.
FORM 990, PART VI, SECTION B, LINE 12C	OFFICERS, DIRECTORS AND KEY EMPLOYEES MUST COMPLETE AND SUBMIT A CONFLICT OF INTEREST DISCLOSURE ANNUALLY. THESE FORMS ARE REVIEWED BY THE CEO, THE CORPORATE COMPLIANCE OFFICER, AND A REPORT IS MADE TO THE AUDIT AND FINANCE COMMITTEE OF THE BOARD OF DIRECTORS. THE AUDIT COMMITTEE REVIEWS ALL POTENTIAL CONFLICTS TO DETERMINE IF THE CONFLICTS REPRESENT MATERIAL FINANCIAL RISK TO THE COMPANY AND TAKES ANY ACTION NECESSARY TO RESOLVE OR MITIGATE THE EFFECT OF THE CONFLICTS. WHEN A CONFLICT EXISTS AMONG THE VOTING BOARD MEMBERS, THAT BOARD MEMBER WILL ABSTAIN FROM VOTING ON THE CONFLICTED ISSUE. ALL EMPLOYEES AND DIRECTORS ARE ADVISED ANNUALLY OF THE REQUIREMENT TO REPORT ANY POTENTIAL CONFLICTS OF INTEREST AS THEY OCCUR. EMPLOYEES AND DIRECTORS MAY ALSO MAKE ANONYMOUS REPORTS OF ANY VIOLATIONS OF CORPORATE POLICIES THROUGH A DEDICATED WHISTLEBLOWER SYSTEM ADMINISTERED BY A THIRD PARTY.
FORM 990, PART VI, SECTION B, LINE 15	CEO AND OTHER OFFICERS COMPENSATION ARE REVIEWED BY THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS. THE PROCESS IS PERFORMED, AT A MINIMUM, ANNUALLY. COMPENSATION WAS LAST REVIEWED BY DELTA DENTAL OF KENTUCKY'S COMPENSATION COMMITTEE IN THE FIRST QUARTER OF 2020. THE COMMITTEE IS MADE UP OF BOARD MEMBERS. THE COMMITTEE UTILIZES CERTAIN COMPENSATION SURVEYS AND OUTSIDE CONSULTANTS ARE ENGAGED AS NEEDED. COMPENSATION WAS ALSO REVIEWED UNDER DELTA DENTAL PLAN OF MICHIGAN'S HR EXECUTIVE COMPENSATION PROCESS DURING 2018. THE REPORT BASED ON THIS REVIEW WAS THEN ISSUED BY THE CONSULTANTS IN JUNE OF 2019.
FORM 990, PART VI, SECTION C, LINE 19	GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS ARE FILED WITH THE KENTUCKY DEPARTMENT OF INSURANCE AND ARE AVAILABLE FOR INSPECTION BY THE PUBLIC THROUGH THAT AGENCY. ADDITIONALLY, THE COMPANY MAKES ORGANIZATIONAL DOCUMENTS, CONFLICT OF INTEREST POLICIES, AND FINANCIAL STATEMENTS AVAILABLE AT NO COST UPON RECEIPT OF A WRITTEN REQUEST.
FORM 990, PART VII	CERTAIN EMPLOYEES ARE OFFICERS OF MULTIPLE COMPANIES WITHIN THE LARGER ORGANIZATION. THE AVERAGE HOURS WORKED REFLECTS APPROXIMATE TIME SPENT IN EACH OF THOSE INDIVIDUAL COMPANIES. WHILE THE HOURS ARE ALLOCATED TO INDIVIDUAL COMPANIES, MUCH OF THE OFFICERS' TIME IS SPENT WORKING ON ISSUES THAT IMPACT THE ENTIRE ORGANIZATION, NOT JUST ONE COMPANY. COMPENSATION IS REPORTED IN FULL TO AGREE TO THE EMPLOYEE'S W-2 AS REQUIRED BY IRS INSTRUCTIONS. ANY ALLOCATION OF COMPENSATION IS INCLUDED ON SCHEDULE R.
FORM 990, PART XI, LINE 9:	EQUITY IN SUBSIDIARY -3,729,748.
FORM 990, PART XII, LINE 2C:	PROCESS IS THE SAME AS THE PRIOR YEAR.
FORM 990, PART I, LINE 12 AND 18:	AS OF JANUARY 1, 2019, THE COMPANY ADOPTED FASB ASU NO. 2014-09, REVENUE FROM CONTRACTS WITH CUSTOMERS (TOPIC 606). THE ASU IS BASED ON THE PRINCIPLE THAT REVENUE IS RECOGNIZED TO DEPICT THE TRANSFER OF GOODS OR SERVICES TO CUSTOMERS IN AN AMOUNT THAT REFLECTS THE CONSIDERATION TO WHICH THE ENTITY EXPECTS TO BE ENTITLED IN EXCHANGE FOR THOSE GOODS OR SERVICES. THE COMPANY'S REVENUE CONSISTS OF DENTAL CARE CONTRACTS, ADMINISTRATIVE SERVICE CONTRACTS, AND ADMINISTRATIVE FEES. ADMINISTRATIVE SERVICES CONTRACTS IN PLACE WITH CUSTOMERS PROVIDE ACCESS TO A NETWORK OF DENTAL PROVIDERS AND SERVICE COST PROCESSING SERVICES. AS A RESULT, ADMINISTRATIVE SERVICES CONTRACTS ARE NOT ACCOUNTED FOR AS DENTAL CARE CONTRACTS. PRIOR TO THE ADOPTION OF ASU 2014-09, ADMINISTRATIVE SERVICE CONTRACTS WERE REPORTED ON A GROSS BASIS. UPON ADOPTION OF ASU 2014-09 ADMINISTRATIVE SERVICE CONTRACTS ARE REPORTED NET AND ONLY THE ADMINISTRATIVE FEES ARE REPORTED AS DENTAL CARE REVENUE. THE CHANGE IN ACCOUNTING PRINCIPLE HAD NO CUMULATIVE EFFECT ON JANUARY 1, 2018 NET ASSETS. DURING 2019, THE COMPANY PAID DENTAL SERVICE EXPENSES, AND RECEIVED REIMBURSEMENT, TOTALING $54,354,500, WHICH HAS BEEN EXCLUDED FROM PROGRAM SERVICE REVENUE AND PURCHASED DENTAL SERVICE EXPENSE IN ACCORDANCE WITH ASU 2014-09.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2019

Additional Data

Software ID:
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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

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public Inspection

Name of the organization

DELTA DENTAL OF KENTUCKY INC

Employer identification number

61-0659432

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
(1) DENTAL CHOICE PROPERTIES LLC 10100 LINN STATION RD SUITE LOUISVILLE,KY40223 61-0659432	NO BUSINESS ACTIVITY	KY	0	0	DELTA DENTAL OF KENTUCKY

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)RENAISSANCE HEALTH SERVICE CORPORATION PO BOX 30416 LANSING,MI489097916 38-1675667	PROMOTING DENTAL CARE	MI	501(C)(4)	N/A	N/A		No
(2)DELTA DENTAL PLAN OF MICHIGAN INC 4100 OKEMOS ROAD OKEMOS,MI48864 38-1791480	PROVIDE DENTAL SERVICE PLANS	MI	501(C)(4)	N/A	RENAISSANCE HEALTH SERVICE CORPORATION		No
(3)DELTA DENTAL OF TENNESSEE INC 240 VENTURE CIRCLE NASHVILLE,TN37228 62-0812197	PROVIDE DENTAL SERVICE PLANS	TN	501(C)(4)	N/A	RENAISSANCE HEALTH SERVICE CORPORATION		No
(4)DELTA DENTAL PLAN OF NEW MEXICO INC 2500 LOUISIANA BLVD NE ALBUQUERQUE,NM87110 85-0224562	PROVIDE DENTAL SERVICE PLANS	NM	501(C)(4)	N/A	RENAISSANCE HEALTH SERVICE CORPORATION		No
(5)DELTA DENTAL OF NORTH CAROLINA 4242 SIX FORKS ROAD RALEIGH,NC27609 56-1018068	PROVIDE DENTAL SERVICE PLANS	NC	501(C)(4)	N/A	RENAISSANCE HEALTH SERVICE CORPORATION		No
(6)DELTA DENTAL PLAN OF OHIO INC PO BOX 30416 LANSING,MI489097916 31-0685339	PROVIDE DENTAL SERVICE PLANS	OH	501(C)(4)	N/A	DELTA DENTAL PLAN OF MICHIGAN INC		No
(7)DELTA DENTAL PLAN OF INDIANA INC PO BOX 30416 LANSING,MI489097916 35-1545647	PROVIDE DENTAL SERVICE PLANS	IN	501(C)(4)	N/A	DELTA DENTAL PLAN OF MICHIGAN INC		No
(8)DELTA DENTAL FUND PO BOX 30416 LANSING,MI489097916 38-2337000	SUPPORT DENTAL EDUCATION AND RESEARCH PROGRAMS	MI	501(C)(3)	LINE 12A, I	DELTA DENTAL PLAN OF MICHIGAN INC		No
(9)DELTA DENTAL PLAN OF ARKANSAS INC 1513 COUNTRY CLUB RD SHERWOOD,AR72120 71-0561140	PROVIDE DENTAL SERVICE PLANS	AR	501(C)(4)	NA	RENAISSANCE HEALTH SERVICE CORPORATION		No
(10)DELTA DENTAL OF ARKANSAS FOUNDATION INC 1513 COUNTRY CLUB RD SHERWOOD,AR72120 26-1569324	PROVIDE DENTAL SERVICE PLANS	AR	501(C)(3)	PF	RENAISSANCE HEALTH SERVICE CORPORATION		No
(11)RENAISSANCE FAMILY FOUNDATION INC 4100 OKEMOS ROAD OKEMOS,MI48864 46-1376165	EMPHASIZE DENTAL HEALTH IN COMMUNITIES	IN	501(C)(3)	PF	RENAISSANCE HOLDING COMPANY		No
(12)SMILE 180 FOUNDATION 240 VENTURE CIRCLE NASHVILLE,TN37228 47-1654054	EMPHASIZE DENTAL HEALTH IN COMMUNITIES	TN	501(C)(3)	LINE 12A, I	DELTA DENTAL OF TENNESSEE INC		No

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

Cat. No. 50135Y

Schedule R (Form 990) 2019

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	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(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
(1) CHESME LLC 124 N BRIDGE ST DEWITT,MI48820 20-0061957	CAPITAL MANAGEMENT	MI	THE 4100 GROUP	RELATED				No			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) DENTAL CHOICE INC 10100 LINN STATION RD SUITE 700 LOUISVILLE,KY40223 61-1105118	PROVIDE DENTAL SERVICE PLANS	KY	DELTA DENTAL OF KENTUCKY	C	-3,285,012	7,333,947	100.000 %	Yes
(2) DENTAL CHOICE AGENCY INC 10100 LINN STATION RD SUITE 700 LOUISVILLE,KY40223 61-1336003	PRIMARY GENERAL AGENCY FOR DDKY & DENTAL CHOICE	KY	DELTA DENTAL OF KENTUCKY	C	-600		100.000 %	Yes
(3) RENAISSANCE HOLDING COMPANY PO BOX 30381 LANSING,MI48909 41-2177193	HOLDING COMPANY	MI	DELTA DENTAL OF MICHIGAN	C	-168,083	2,726,194	5.900 %		No
(4) RENAISSANCE LIFE & HEALTH INSURANCE COMPANY OF AMERICA PO BOX 30381 LANSING,MI48909 47-0397286	INSURANCE	IN	RENAISSANCE HOLDING COMPANY	C	283,687	6,953,194	5.900 %		No
(5) RENAISSANCE LIFE & HEALTH INSURANCE COMPANY OF NEW YORK PO BOX 30381 LANSING,MI48909 13-4098096	INSURANCE	NY	RENAISSANCE HOLDING COMPANY	C	12,484	728,526	5.900 %		No
(6) FORE HOLDING CORPORATION 240 VENTURE CIRCLE NASHVILLE,TN37228 20-4116122	EMPLOYEE BENEFITS	TN	N/A	C					No
(7) OMEGA ADMINISTRATORS INC 1513 COUNTRY CLUB ROAD SHERWOOD,AR72120 04-3740469	PROVIDE THIRD-PARTY ADMINISTRATIVE SERVICES	AR	N/A	C					No
(8) THE 4100 GROUP 4100 OKEMOS ROAD OKEMOS,MI48864 47-2557772	INVESTMENT IN SUBSIDIARIES	MI	N/A	C					No
(9) DEWPOINT INC 300 S WASHIGNTON SQUARE LANSING,MI48933 38-3300595	COMPUTER CONSULTING	MI	N/A	C					No

Schedule R (Form 990) 2019

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) ............................

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

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

Yes

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) .....................

Yes

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

Yes

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

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) ............................

Yes

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) DELTA DENTAL PLAN OF MICHIGAN INC	M	2,893,771	ACTUAL COST
(2) RENAISSANCE LIFE AND HEALTH INSURANCE COMPANY OF AMERICA	M	690,100	ACTUAL COST
(3) DENTAL CHOICE INC	L	324,911	ACTUAL COST
(4) DELTA DENTAL OF NORTH CAROLINA	S	1,298	ACTUAL COST

Schedule R (Form 990) 2019

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) 2019

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) 2019

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