TIN:
SCHEDULE O
(Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
(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.
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
OMB No. 1545-0047
2019
Open to Public
Inspection
Inspection
Name of the organization
DELTA DENTAL OF CALIFORNIA
Employer identification number
94-1461312
94-1461312
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 4 | THE BYLAWS OF THE ORGANIZATION WERE AMENDED IN 2019 TO ELIMINATE THE DIRECTOR TERM LIMIT OF TWO CONSECUTIVE THREE-YEAR TERMS, AS WELL AS CORRESPONDING PROVISIONS MAKING OFFICER TERMS ACCRETIVE TO DIRECTOR TERMS, AND TO IMPLEMENT ANNUAL DIRECTOR TERMS. ADDITIONAL AMENDMENTS ESTABLISHED A MANDATORY RETIREMENT AGE OF 75 YEARS FOR DIRECTORS; ELIMINATED THE LIMIT OF THREE CONSECUTIVE TERMS OF OFFICE FOR ALL OFFICERS; ESTABLISHED A MINIMUM THREE-YEAR TERM FOR THE CHAIR OF THE BOARD; AND ELIMINATED THE REQUIREMENT FOR THE SECRETARY AND TREASURER TO BE BOARD MEMBERS, THEREBY ALLOWING FOR THE APPOINTMENT OF THE CHIEF LEGAL OFFICER AND CHIEF FINANCIAL OFFICER, RESPECTIVELY, TO FILL THOSE POSITIONS. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE ORGANIZATION'S BYLAWS NAME TWO CLASSES OF "MEMBERS," "CORPORATE MEMBERS AND "DENTIST MEMBERS." ALL CORPORATE MEMBERS ARE ALSO DIRECTORS OF THE ORGANIZATION AND SO ARE NOT "MEMBERS" AS DEFINED IN THE INSTRUCTIONS TO FORM 990, PART VI, QUESTION 6. HOWEVER, THE ORGANIZATION'S DIRECTORS ARE ELECTED BY ITS PARENT HOLDING COMPANY BOARD OF DIRECTORS, TWO OF WHOM ARE NOT ALSO DIRECTORS OF THE ORGANIZATION AND THUS MAY BE CONSIDERED "MEMBERS" PURSUANT TO THE INSTRUCTIONS. THE DENTIST MEMBERS HAVE A RIGHT TO VOTE UPON PROPOSED CHANGES TO THE PROPORTION OF THE DENTISTS SERVING AS DIRECTORS AND CORPORATE MEMBERS, AND SO MAY BE CONSIDERED "MEMBERS" UNDER THE INSTRUCTION. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE ORGANIZATION'S DIRECTORS ARE ELECTED BY THE PARENT HOLDING COMPANY BOARD OF DIRECTORS, WHICH INCLUDES TWO PERSONS WHO ARE NOT ALSO DIRECTORS OF THE ORGANIZATION. |
| FORM 990, PART VI, SECTION A, LINE 7B | THE DENTIST MEMBERS HAVE A RIGHT TO VOTE ONLY UPON PROPOSED CHANGES TO THE BYLAWS PROVISIONS THAT SPECIFY THE PROPORTION OF DENTISTS AND LAY PERSONS SERVING AS DIRECTORS AND CORPORATE MEMBERS. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE ORGANIZATION'S CFO AND LEGAL COUNSEL OVERSEE THE COMPLETION OF THE FORM 990, AND, PRIOR TO FILING, REVIEW IT WITH THE PRESIDENT/CEO AND WITH THE ORGANIZATION'S BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION B, LINE 12C | EACH DIRECTOR IS REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT ANNUALLY, AND BETWEEN ANNUAL STATEMENTS IS REQUIRED TO DISCLOSE ANY NEW POSITION OR RELATIONSHIP FORMED THAT POTENTIALLY RAISES A CONFLICT OF INTEREST. LEGAL COUNSEL REVIEWS THESE DISCLOSURES AND REPORTS THE INFORMATION TO THE FULL BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION B, LINE 15 | COMPENSATION PAID TO THE CEO AND EXECUTIVE VICE PRESIDENTS IS APPROVED BY THE COMPENSATION COMMITTEE OF THE PARENT HOLDING COMPANY OF THE ORGANIZATION, WHICH ALSO SERVES AS THE COMPENSATION COMMITTEE FOR THE ORGANIZATION. THE COMPENSATION COMMITTEE APPROVES COMPENSATION FOR THE ENSUING YEAR AFTER REVIEWING COMPARABILITY DATA PRESENTED BY AN INDEPENDENT OUTSIDE COMPENSATION CONSULTANT, AN ASSESSMENT OF EACH OFFICER'S PERFORMANCE OVER THE PRECEDING YEAR, AND THE ORGANIZATION'S PROGRAM ACCOMPLISHMENTS FOR THE PRIOR YEAR. COMPENSATION PAID TO DIRECTORS IS ALSO APPROVED BY THE COMPENSATION COMMITTEE AFTER REVIEWING COMPARABILITY DATA IN A BENCHMARKING STUDY PREPARED AND PRESENTED BY AN INDEPENDENT OUTSIDE COMPENSATION CONSULTANT RETAINED BY THE BOARD OF DIRECTORS. THESE PROCESSES WERE FOLLOWED FOR 2019 COMPENSATION. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION ANNUALLY INCLUDES MAJOR PORTIONS OF ITS FINANCIAL STATEMENT IN A PUBLISHED ANNUAL REPORT THAT IS MADE AVAILABLE TO PERSONS OR ENTITIES KNOWN TO HAVE AN INTEREST IN THE ORGANIZATION, AND IS AVAILABLE TO THE LARGER PUBLIC UPON REQUEST. STATUTORY FINANCIAL STATEMENTS FOR SUBSIDIARY COMPANIES ARE INCLUDED IN QUARTERLY AND ANNUAL RETURNS TO STATE DEPARTMENTS OF INSURANCE REGULATING THE ORGANIZATION WHICH RETURNS ARE AVAILABLE TO THE PUBLIC. THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS OR CONFLICT OF INTEREST POLICY AVAILABLE TO THE PUBLIC. |
| FORM 990, PART VII; SCHEDULE J; SCHEDULE R | THE ORGANIZATION, REGULATED BY THE CALIFORNIA DEPARTMENT OF MANAGED HEALTH CARE, IS A MEMBER OF THE DELTA DENTAL OF CALIFORNIA ENTERPRISE COMPANIES, WHICH INCLUDE DELTA DENTAL OF CALIFORNIA, DELTA DENTAL OF PENNSYLVANIA AND AFFILIATED COMPANIES OPERATING IN 15 STATES, THE DISTRICT OF COLUMBIA, PUERTO RICO AND THE U.S. VIRGIN ISLANDS. THE ENTERPRISE COMPANIES COMPRISE ONE OF THE NATION'S LARGEST DENTAL BENEFITS DELIVERY SYSTEMS COVERING 36.1 MILLION ENROLLEES AND PROCESSING 40.8 MILLION CLAIMS. TOTAL REVENUE FOR THE ENTERPRISE IS APPROXIMATELY $8.9 BILLION IN 2019. THE ORGANIZATION REPRESENTS APPROXIMATELY 58% OF TOTAL ENTERPRISE REVENUES. |
| FORM 990, PART XI, LINE 9: | PENSION LIABILITY AND POST-RETIREMENT ADJUSTMENTS 12,930,938. NET LOSS FROM SUBSIDIARIES 400,112. |
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
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