2019-08-14T14:30:38-05:00 2018-12-31 KPMG LLP 1918 Eighth Avenue Suite 2900 Seattle WA 98101 990 2018-01-01 910621480 Delta Dental of Washington % BRADLEY BERG DELT 2065221300 400 Fairview Ave N Suite 800 Seattle WA 98109 BRADLEY A BERG CFO & COO 2065521300 2019-07-25 true Lisa M Meyer P01490170 2069134000 2019-08-12 167.68.102.5 91023620192265000000 2019-08-14 P F38A2B224CC324645FF93FE6CC77049E692FCAB6 84F8CBD68154942A92FE7CAD58CD12647150E6D8 2018 2019-02-21 02:37:17Z Bradley A Berg 400 Fairview Ave N Suite 800 Seattle WA 98109 1420166720 false X www.deltadentalwa.com X 1954 WA SEE SCHEDULE O 11 5 470 131 0 135535 38764 154623 1287264642 1373802840 5843864 7421105 76893 101460 1293224163 1381480028 4582313 3616441 1159551848 1246316566 48281111 49730710 0 0 0 61488452 73884623 1273903724 1373548340 19320439 7931688 267593078 253151922 61948719 70712015 205644359 182439907 X SEE SCHEDULE O false true 1289628637 1373722579 SEE SCHEDULE O 2643780 SEE SCHEDULE O 1830097 1830097 SEE SCHEDULE O 568597 80261 SMILEMOBILE REVENUE 63000 63000 WDSF WATER FLUORIDATION 207358 118184 MATCHING DONATIONS 1605160 1605160 OTHER DONATIONS 2444115 1786344 80261 1296546629 false false true false false false false false false true false false false false false false true false false false false false false false false false true false true false false false false false false false false false false false false true true true true false true 61191 0 true 470 true false false false false false false true false X 11 5 false false false false true true true true true false false true true true true true true true true false WA X BRADLEY BERG 2065221300 400 FAIRVIEW AVE N SUITE 800 SEATTLE WA 98109 X Dwyer James D President & CEO thru 11/18/18 36.0 4.0 X X 3126394 0 144183 Mitchke Mark D President & CEO beg 11/19/18 36.0 4.0 X X 316300 0 2632 Beck G Douglas Director 11.0 4.0 X 138604 0 0 Brown Colleen B Treasurer 8.0 3.0 X X 140194 0 0 Farrell Anne V Vice Chair 11.0 3.0 X X 169547 0 0 Harwell Janis L Director 10.0 3.0 X 134106 0 0 Labberton Wells K Secretary 11.0 4.0 X X 323166 0 0 Lohkamp Joanna L Director 8.0 3.0 X 126975 0 0 Phipps Gerald S Chair 19.0 6.0 X X 188797 0 0 Rutherford Eve M Director 10.0 3.0 X 742071 0 0 Seely Jeffrey T Director 11.0 4.0 X 138600 0 0 Tune James F Director 15.0 5.0 X 138589 0 0 Berg Bradley COO & CFO 36.0 4.0 X 934665 0 145351 Aliabadi Karen Chief HR Strategist 40.0 0.0 X 578322 0 93311 Lo Eric VP, Underwriting/Actuarial 40.0 0.0 X 473942 0 86912 Lowry-Oakes Diane President & CEO Foundation 40.0 0.0 X 344095 0 99826 Snyder Cindy VP Netwk Strategy & Proj mgmt 40.0 0.0 X 388340 0 131894 Whitney Garrett Chief Information Officer 40.0 0.0 X 281438 0 50595 Bartlett Ryan Director of Finance 40.0 0.0 X 231148 0 47958 Dosch Kyle Dental Director 40.0 0.0 X 237083 0 26641 Jahrman Christopher Director, Oper & Patient Exp 40.0 0.0 X 239258 0 36847 Lay Linda Director Sales & Account Mgmt 40.0 0.0 X 318731 0 25894 Orenstein Jane Director & Corporate Counsel 40.0 0.0 X 223996 0 32074 Gates Thomas Former VP, Planning & Corp Dev 40.0 0.0 X 345123 0 0 Merlo Kristin Former Chief mktg & sales ofc 40.0 0.0 X 638571 0 122680 10918055 0 1046798 113 true true false 8 WEST UNIT 1 CURRAHEEN ROAD CORK 0 EI SOFTWARE DEVELOPMENT 5841574 WYSSTA SERVICES INC PO BOX 86 STECEN POINT WI 54481 INDIVIDUAL PLAN TPA 3990450 RED CARD SYSTEMS LLC 744 OFFICE PARKWAY ST LOUIS MO 63141 PRINTING/ MAILING 2263896 CHANGE HEALTHCARE OPERATIONS LLC PO BOX 572490 MURRAY UT 84157 PRINTING/ MAILING 2038268 WILLIS TOWERS WATSON US LLC PO BOX 28852 NEW YORK NY 10087 CUSTOMER BROKER 1701462 101 8283 146340 154623 PREMIUM REVENUE 524114 1373722579 1373722579 SMILEMOBILE (MOBILE DENTIST OFFICE) 621990 80261 80261 1373802840 7547087 7547087 30780 30780 0 0 0 0 38457330 72600 38686692 -229362 72600 -156762 -156762 0 0 0 0 0 0 0 0 0 OTHER INCOME 900099 101460 101460 101460 1381480028 1373904300 7421105 3616441 3616441 0 0 1246316566 1246316566 9368474 4005969 5362505 0 28957127 11306008 17651119 1886367 623684 1262683 6819587 2734569 4085018 2699155 1084156 1614999 0 332873 61988 270885 332008 332008 72796 72796 0 522559 522559 7724632 4576902 3147730 4805575 2643780 2161795 6331922 3488992 2842930 5839322 85414 5753908 0 4427529 192671 4234858 1903235 628011 1275224 0 592028 109853 482175 1812 -44 1856 0 8183984 43869 8140115 281274 281274 COMMISSIONS 13021260 13021260 TAXES & SERVICE CHARGES 17955974 1753800 16202174 RESEARCH & DEVELOPMENT 179685 89843 89842 DUES & SUBSCRIPTIONS 1283815 77846 1205969 92340 12255 80085 1373548340 1296546629 77001711 0 5456711 290984 1677652 2719778 0 0 22883776 21139355 0 0 0 0 0 0 0 0 5486836 4925766 77560157 50221182 29111253 27338975 200820153 194418934 1309721 1400320 0 0 0 0 846976 917810 267593078 253151922 58353262 64799489 0 1100000 3595457 4812526 0 0 0 0 0 0 0 0 0 0 0 0 61948719 70712015 X 205644359 182439907 0 0 0 0 205644359 182439907 267593078 253151922 X 7931688 -13536140 -17600000 X false true X true false 221519 221519 221519 true FRIENDS OF ANDREW BARKIS PO BOX 8728 LACEY WA 98509 811755579 1000 BAR HARBOR 17804 3RD PL SW NORMANDY PRK WA 98166 812976085 1519 CITIZENS FOR STEVE BERGQUIST PO BOX 2050 RENTON WA 98056 454489263 1000 CITIZENS TO ELECT BILL JENKIN PO BOX 1708 PROSSER WA 99350 081344308 1000 COMMITTEE TO ELECT BRIAN BLAKE PO BOX 1541 LONGVIEW WA 98632 870699800 1000 COMMITTEE TO ELECT MATT BOEHNKE 6855 W CLEARWATER AVE KENNEWICK WA 99336 474567892 1000 Schedule C Part I-A Line 1 DDWA PROVIDES DIRECT CAMPAIGN CONTRIBUTIONS TO CANDIDATES FOR WASHINGTON STATE ELECTED EXECUTIVE OFFICE, LEGISLATIVE OFFICE, AND POLITICAL ORGANIZATIONS IN ORDER TO PROMOTE AN ENVIRONMENT FOR IMPROVED ORAL HEALTH AND OVERALL HEALTH CARE POLICY, AS WELL AS TO SUPPORT OUR OVERALL MISSION OF IMPROVING HEALTH IN OUR STATE. DDWA ALSO PROVIDES LIMITED, DIRECT SUPPORT FOR LOCAL LEVEL CANDIDATES OR INITIATIVES THAT PROMOTE A POSITIVE BUSINESS CLIMATE IN WASHINGTON STATE. ALL CONTRIBUTIONS ARE CONDUCTED IN ACCORDANCE WITH FEDERAL AND STATE LAWS AND REPORTING REQUIREMENTS. 10265359 1712240 8553119 14115249 9641328 4473921 53179549 38867614 14311935 27338975 true North Olympic Health Network Dental Clinic 240 W Front St Port Angeles WA 98362 471444061 501(c)(3) 75000 Capital funding for clinic development Washington Association of Community & Migrant 101 Capitol Way N Olympia WA 98501 911323282 501(c)(3) 45427 Funding to support Dental Learning Network Community Health Worker Coalition for Migrants 24315 89TH PL W Edmonds WA 98026 832266657 501(c)(3) 45500 Funding to develop outreach on Census American Academy of Pediatrics 141 NW Point Boule Elk Grove IL 60007 362275597 501(c)(3) 50000 Funding to support national fluoridation education Society of Teachers of Family Medicine 11400 Tomahawk Creek Pk Leawood KS 66211 431026492 501(c)(3) 196020 Funding to support Smiles for Life Frontier Behavior Health 107 South Division Street Spokane WA 99202 910853801 501(c)(3) 66982 Funding to support OH coordination Solid Ground of Washington 1501 N 45TH St Seattle WA 98103 237421892 501(c)(3) 10000 Funding to support participation in Task Force Communities in Schools 905 W Riverside Ave Spokane WA 99201 581289174 501(c)(3) 56000 Funding to support Sealant program Eastern Washington University 310 N Riverpoint BLVD E Spokane WA 99202 916000186 501(c)(3) 24952 Funding toward teledentistry pilot Spokane District Dental Society 2403 E Mission Ave Liberty Lake WA 99019 208248281 501(c)(3) 25651 Funding toward teledentistry pilot Aging and Long-term Care of Eastern WA 1222 N Post St Spokane WA 99201 911017706 501(c)(3) 13910 Funding to support care coordination Spokane Regional Health District 1101 W College W Spokane WA 99201 911527532 501(c)(3) 28145 Funding Opioid Anchor Strategy - SPO LIN Thurston County Public Health 412 Lily Rd NE Olympia WA 98506 916001375 THURSTON COUNTY 111145 Funding to support LIN evaluation Olympia Union Gospel Mission PO Box 7668 Olympia WA 98507 911680748 501(c)(3) 60523 Funding toward increasing dental access CHOICE Regional Health 1217 4th Ave E Olympia WA 98506 911704039 501(c)(3) 88814 Funding toward care coordination and opioid education NW Portland Area Indian Health - Skagit 2121 SW Broadway Portland OR 97201 930718154 501(c)(3) 1000000 Funding for Dental Therapy Education NW Portland Area Indian Health - Lummi 2121 SW Broadway Portland OR 97201 930718154 501(c)(3) 15000 Funding for Dental Therapy Education 17 Schedule I Part I Line 2 THE GRANTEE IS REQUIRED TO SIGN A GRANT AGREEMENT STATING THAT THEY WILL USE THE FUNDS ONLY FOR PURPOSES OUTLINED IN THE GRANT AGREEMENT AND APPLICATION. THE GRANTEE IS REQUIRED TO FILE REPORTS ON REGULAR INTERVALS OUTLINING THE USE OF FUNDS. GRANTEE IS ALSO REQUIRED TO RETURN UNUSED FUNDING IF APPLICABLE. X X X X true true X X X X true true false false false false false false false Dwyer James D President & CEO thru 11/18/18 905385 1584000 637009 118500 25683 3270577 664569 Mitchke Mark D President & CEO beg 11/19/18 65385 250000 915 2632 318932 Farrell Anne V Vice Chair 169547 169547 Labberton Wells K Secretary 137610 185556 323166 Phipps Gerald S Chair 179802 8995 188797 Rutherford Eve M Director 132490 609581 742071 Berg Bradley COO & CFO 587301 336025 11339 113870 31481 1080016 Aliabadi Karen Chief HR Strategist 335160 231762 11400 65290 28021 671633 Lo Eric VP, Underwriting/Actuarial 305592 167664 686 57089 29823 560854 Lowry-Oakes Diane President & CEO Foundation 226100 113902 4093 64386 35440 443921 Snyder Cindy VP Netwk Strategy & Proj mgmt 262187 116566 9587 105838 26056 520234 Whitney Garrett Chief Information Officer 223268 61877 -3707 17861 32734 332033 Bartlett Ryan Director of Finance 191658 42216 -2726 15333 32625 279106 Dosch Kyle Dental Director 197868 39484 -269 15829 10812 263724 Jahrman Christopher Director, Oper & Patient Exp 198422 44041 -3205 15874 20973 276105 Lay Linda Director Sales & Account Mgmt 188924 127537 2270 15114 10780 344625 Orenstein Jane Director & Corporate Counsel 183977 38781 1238 14718 17356 256070 Gates Thomas Former VP, Planning & Corp Dev 345123 345123 Merlo Kristin Former Chief mktg & sales ofc 397007 234217 7347 92333 30347 761251 SCHEDULE J PART I LINE 1a DDWA OCCASIONALLY PAYS FOR SPOUSAL TRAVEL FOR THE CEO, WHICH IS TREATED AS TAXABLE INCOME. ANY FIRST CLASS TRAVEL IS SUBJECT TO THE APPROVAL OF THE CEO. DDWA PROVIDES A WELLNESS PROGRAM WHICH REIMBURSES 50% OF APPROVED EXPENSES FOR ALL EMPLOYEES WORKING 30 HOURS OR MORE A WEEK, WITH A MAXIMUM PAYABLE OF $40/ MONTH, OR $480 PER YEAR, AND 25% OF APPROVED EXPENSES FOR PART-TIME EMPLOYEES WORKING 20 TO 30 HOURS A WEEK WITH A MAXIMUM PAYMENT OF $20/ MONTH, OR $240 PER YEAR FOR HEALTH CLUB MEMBERSHIPS, AEROBIC OR GENERAL EXERCISE CLASSES, WEIGHT LOSS PROGRAMS, STRESS MANAGEMENT AND MASSAGE THERAPY. THESE REIMBURSEMENTS ARE TREATED AS TAXABLE INCOME. ADDITIONALLY, HEALTH OR LUNCHEON CLUB DUES FOR SENIOR MANAGEMENT SUBMITTED FOR REIMBURSEMENT ARE INCLUDED IN TAXABLE INCOME. THE CEO DID NOT RECEIVE ANY HEALTH OR LUNCHEON CLUB DUE BENEFITS DURING 2018. DDWA GROSSES UP AN EXECUTIVE AUTO STIPEND PAID TO CERTAIN EMPLOYEES. DDWA GROSSES UP BOARD MEMBER FEES TO COVER B&O TAXES ASSESSED ON DIRECTOR FEES PAID TO THE BOARD. SCHEDULE J PART I LINE 3 THE HUMAN RESOURCES AND COMPENSATION COMMITTEE (HRCC) OF THE BOARD OF DIRECTORS ENGAGES AN INDEPENDENT EXTERNAL CONSULTANT TO EVALUATE THE COMPENSATION OF ALL KEY EMPLOYEES, INCLUDING PRESIDENT AND CEO, COO/CFO, VP Underwriting/Actuarial, CIO, CMO, CSO, CHIEF HUMAN RESOURCE STRATEGIST, AND VP Network Strategy and Project Management, IN COMPARISON TO THE PRACTICE OF SIMILAR EMPLOYERS IN THE MARKETPLACE. THE PROCESS IS CONDUCTED ON AN ANNUAL BASIS. SCHEDULE J PART I LINE 4b THE COMPANY MAKES CONTRIBUTIONS TO A NON-QUALIFIED, SUPPLEMENTAL RETIREMENT/DEFERRED COMPENSATION PLAN, AS DETERMINED BY THE BOARD OF DIRECTORS, WHICH IS SUBJECT TO CODE SECTION 457(B). PLAN PARTICIPANTS ARE BOARD-APPROVED EXECUTIVE LEADERSHIP WHO RECEIVE AN ANNUAL CONTRIBUTION BASED ON A PERCENTAGE OF THE PRIOR YEAR EARNINGS LESS THE COMPANY MATCHING CONTRIBUTION TO THE 401(K) PLAN. COMPANY CONTRIBUTIONS ARE DIRECTED BY EACH PARTICIPANT, BUT VESTING OF THE BENEFIT IS SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE AS REQUIRED BY CODE SECTION 409(A). CONTRIBUTIONS MADE IN 2018 WERE AS FOLLOWS: BRADLEY BERG, CHIEF OPERATING AND FINANCIAL OFFICER, $95,370; ERIC LO, VP UNDERWRITING/ACTUARIAL, $38,753; CINDY SNYDER, VP INNOVATION SERVICES AND PROVIDER RELATIONS, $87,338; KAREN ALIABADI, CHIEF HR STRATEGIST, $46,790; DIANE LOWRY-OAKES, PRESIDENT & CEO OF WDS FOUNDATION, $46,298; KRISTIN MERLO, CHIEF MARKETING INFORMATION AND SALES OFFICER, $73,833. THE 457(B) PLAN HAD TOTAL ASSETS OF $786,000 AT DECEMBER 31, 2018. THE COMPANY ALSO MAKES A CONTRIBUTION TO A 457(F) NON-QUALIFIED SERP, A DEFINED CONTRIBUTION PLAN FOR THE COMPANY'S PRESIDENT AND CEO DUE TO AGE RESTRICTIONS ASSOCIATED WITH THE 457(B) PLAN. IN 2018, THE COMPANY DISTRIBUTED THE ENTIRE PLAN BALANCE OF $665,000. THE PLAN WAS TERMINATED AFTER THE DISTRIBUTION OF ALL PLAN ASSETS IN 2018. IN ADDITION, THERE IS ANOTHER 457(B) NONQUALIFIED SERP DEFERRED COMPENSATION PLAN FOR SENIOR MANAGEMENT THAT THE COMPANY DOES NOT MAKE ANY CONTRIBUTIONS TO. EACH OF THE FOLLOWING PARTICIPANTS CONTRIBUTED $18,500 TO THE PLAN DURING 2018 - JAMES DWYER, BRADLEY BERG, ERIC LO, AND DIANE LOWRY-OAKES. Kristin Merlo and Mark Mitchke contributed $14,942 and $1,423, respectively. THE PLAN HAD TOTAL ASSETS OF $905,000 AT DECEMBER 31, 2018. SCHEDULE J PART I LINE 6a THE BOARD OF DDWA ANNUALLY APPROVES A COMPANY-WIDE BONUS MATRIX BASED ON FIVE METRICS, ONE OF WHICH WAS BASED ON THE OPERATING PROFIT MARGIN FOR THE FISCAL YEAR. THE OTHER METRICS WERE ADMINISTRATIVE COST, NEW SALES FOR SMALL AND LARGE CUSTOMERS, AND CUSTOMER PERSISTENCY (RETENTION). Form 990 Part I Line 1 and Part III Line 1 DDWA WILL REVOLUTIONIZE THE ORAL HEALTH INDUSTRY AND IMPROVE OVERALL HEALTH. THIS INCLUDES, but is not limited to, the following to provide dental service and provide dental benefits: TO SECURE DENTAL SERVICE FOR EMPLOYER GROUPS, INDIVIDUALS AND THEIR FAMILIES; PROVIDE INNOVATIVE PRODUCTS AND SERVICES; TO ENCOURAGE, foster and finance innovation, professional and scientific study AND RESEARCH IN THE GENERAL FIELD OF ORAL HEALTH; AND TO EDUCATE THE PUBLIC CONCERNING THE NEED FOR AND ADVANTAGE OF ADEQUATE DENTAL TREATMENT. Form 990 Part III Line 3 ON DECEMBER 21, 2018, DELTA DENTAL OF WASHINGTON DISTRIBUTED $17,600,000 IN CASH AND CASH EQUIVALENTS TO ITS SOLE MEMBER WASHINGTON DENTAL SERVICE. Form 990 Part III Line 4a DDWA provides dental insurance for over 3,226,000 primary subscribers and their dependents throughout the state of Washington and across the nation. Working collectively with producers and benefit managers, we offer standard insurance benefits, as well as highly customized plans to meet the needs of individuals and their families. We have contracted with nearly 4,600 dentists, creating a network of providers serving patients across the state. As a member of the Delta Dental Plans Association, a national association supporting Delta insurers nation-wide, our members are able to access Delta contracted providers in every state. In 2018, DDWA processed over 6,740,000 claims for subscribers and their dependents. To ensure providers are submitting claims appropriately, we audited over 33,000 individual claims, the results of which include education of dental office staff on the use of CDT codes, invoicing procedures and reducing common errors. Form 990 Part III Line 4b Delta Dental of Washington promotes the value of dental benefits and importance of oral health through marketing efforts in media advertising, public relations, event sponsorships and direct outreach to customers. Market research findings show these activities improve our ability to reach and encourage audiences to embrace good oral health and make wise use of dental benefits. Form 990 Part III Line 4c Dental decay is the single most common chronic disease of early childhood - five times more common than asthma. Nearly one in five adults, nationally, has untreated dental cavities. The Arcora Foundation (the Foundation), a wholly owned subsidiary of DDWA, supported almost exclusively by DDWA, focuses much of their work specifically on children and seniors, and works closely with partner organizations to develop and implement innovative programs. The Access to Baby and Child Dentistry (ABCD) programs expand access to dental care for young children in Washington State by facilitating access to dental services, both preventative and restorative - to Medicaid-enrolled children up to age six. In counties with ABCD, the utilization of dental services increased from 21% to 53% from 1997 to 2018. The Early Intervention in Medical Settings programs is training pediatricians in the advantages and techniques of oral screening, applying fluoridation and referring high risk patients for dental care. Form 990 Part III Line 4d 1. Water fluoridation is the most important step a community can take to improve the oral health of all residents. The Foundation promotes legislation to encourage fluoridation and provides assistance to groups who are committed to bringing the benefits of fluoride to their communities. Since 2001, an additional 280,000 Washingtonians are receiving the health benefits associated with fluoridated water as a result of the Foundation's work. 2. Assisting the work of the Foundation are DDWA employees volunteering their time. DDWA enables all employees to engage with the public regarding oral health through the use of two volunteer days per year. Volunteer time is spent working on the SmileMobile, a mobile dental facility traveling to underserved areas of the state. More than 20,000 low-income and at-risk-children state-wide received dental services in the last 10 years through the Foundation operated SmileMobile. Volunteer time is also spent handing out flyers promoting oral health to Washington citizens at fairs, the zoo, parades, and events across the state. 3. DDWA matches donations made by employees to non-profit organizations with official IRS 501(c)(3) status, although the following organizations/events are not eligible for matching: churches, political campaigns/organizations, capital funding, fraternal/labor organizations, trips/tours, mass mailings, organizations/groups that discriminate for any reason including, but not limited to, race, color, religion, creed, age, sex, sexual orientation or national origin. 4. DDWA supported Seattle Children's Hospital to equip and operationalize the new Odessa Brown Children's Clinic (OBCC) dental clinic. OBCC hub will be an innovative, forward thinking project that will test and promote new health delivery strategies in Washington State. DDWA also supported Providence Health Care Foundation for the purchase and installation of dental equipment at the Providence Sacred Heart Medical Center Dental Clinic and the Providence/ CHAS north dental clinic. The grant is made for the intended use of providing access to dental care for low-income and medically complex individuals. Form 990 Part VI Line 6 DDWA'S MEMBER DENTISTS ARE CONSIDERED MEMBERS OF THE COMPANY'S PARENT COMPANY, WDS. MEMBER DENTISTS ELECT THE dental members of the WDS Board of Directors, in accordance with the WDS bylaws. WDS directors also currently serve as DIRECTORS ON THE DDWA BOARD. Form 990 Part VI Line 7a THE GOVERNANCE & NOMINATING COMMITTEE (GNC) OF THE BOARD OF DIRECTORS SOLICITS ADVICE ON CANDIDATES AND SUBMITS NOMINEES TO THE BOARD FOR CONSIDERATION AND APPROVAL TO BE VOTED UPON. THE ENTIRE MEMBERSHIP ELECTS AND RE-ELECTS MEMBER DIRECTORS, WHO COMPRISE A MINORITY OF THE BOARD. THE INCUMBENT INDEPENDENT DIRECTORS NOMINATE AND ELECT OR RE-ELECT INDEPENDENT DIRECTORS. A MEMBER ADVISORY PANEL (MAP) CONSISTS OF TEN TO FIFTEEN MEMBERS THAT ARE SELECTED BY THE BOARD FROM NOMINEES BY THE GNC. THE MAP PROVIDES CONSULTATION TO THE COMPANY, INCLUDING THE GNC AND BOARD, ON A VARIETY OF MATTERS. Form 990 Part VI Line 7b Changes to the WDS Corporate By-laws by the WDS Board are subject to approval by the WDS member dentists. Form 990 Part VI Line 11b THE 990 IS COMPLETED BY KPMG. THE FORM 990 AND SUPPORTING DOCUMENTATION IS REVIEWED AND APPROVED BY THE ACCOUNTING MANAGER, DIRECTOR OF FINANCE AND THE CFO/COO. ELECTRONIC COPIES OF THE RETURN ARE PROVIDED FOR REVIEW TO ALL BOARD MEMBERS PRIOR TO SUBMISSION TO THE IRS. Form 990 Part VI Line 12c THE Investment and AUDIT COMMITTEE OF THE BOARD IS CHARGED WITH MONITORING PROPOSED OR ON-GOING TRANSACTIONS FOR CONFLICTS OF INTEREST AND ADDRESSING ANY POTENTIAL OR ACTUAL CONFLICTS. PURSUANT TO THE CONFLICT OF INTEREST POLICY, AN ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE, AIMED AT DETERMINING ANY FAMILY AND BUSINESS RELATIONSHIPS AND TRANSACTIONS, OR OTHER TRANSACTIONS THAT MAY POSE A POTENTIAL CONFLICT, IS DISTRIBUTED TO ALL COVERED PERSONS (I.E. BOARD MEMBERS, OFFICERS AND EXECUTIVE LEADERSHIP OR KEY EMPLOYEES). COVERED PERSONS ARE REQUIRED TO DISCLOSE REAL OR POTENTIAL CONFLICTS AT THE TIME WHEN SUCH CONFLICTS ARISE. WHEN SOMEONE BECOMES A COVERED PERSON AND annually THEREAFTER, THEY ARE REQUIRED TO EXPLICITLY ACKNOWLEDGE A STATEMENT AFFIRMING THAT HE/SHE: (1) HAS RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY; (2) HAS READ THE POLICY AND UNDERSTANDS SAID POLICY; AND (3) AGREES TO COMPLY WITH ALL REQUIREMENTS OF THE POLICY, INCLUDING COMPLETING THE CONFLICTS OF INTEREST QUESTIONNAIRE IF ANY CONFLICTS EXIST. THE COMPLETED QUESTIONNAIRES THAT NOTE ANY CONFLICTS ARE REVIEWED BY THE BOARD AND ANY PERSONS WITH ACTUAL OR POTENTIAL CONFLICTS ARE INFORMED of any action VIA WRITTEN COMMUNICATION. THE PROCEDURES FOR ADDRESSING ANY CONFLICT OF INTEREST INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: (1) THE CONFLICTING INTEREST IS FULLY DISCLOSED TO THE BOARD; (2) THE INTERESTED PERSON RESPONDS TO FACTUAL QUESTIONS RELATED TO THE SUBSTANCE OF THE TRANSACTION OR ARRANGEMENT BEING CONSIDERED, AFTER WHICH HE/SHE SHALL LEAVE THE MEETING; (3) THE PERSON WITH THE CONFLICT OF INTEREST IS EXCLUDED FROM THE DISCUSSION AND APPROVAL OF SUCH TRANSACTION; (4) ALTERNATIVES TO THE PROPOSED TRANSACTION ARE INVESTIGATED, COMPETITIVE BIDS OR COMPARABLE VALUATIONS ARE OBTAINED if deemed appropriate; (5) CONFLICTING ISSUES DURING THE COURSE OF A BOARD MEETING WHICH CANNOT BE RESOLVED ARE REFERRED TO THE GOVERNANCE AND NOMINATING COMMITTEE; AND (6) THE TRANSACTION OR ACTION MUST BE APPROVED BY A MAJORITY OF DISINTERESTED PERSONS. Form 990 Part VI Line 15 THE BOARD APPOINTS A HUMAN RESOURCES AND COMPENSATION COMMITTEE OF THE BOARD (THE HRCC), NONE OF WHOM MAY HAVE A CONFLICT OF INTEREST WITH RESPECT TO ANY COMPENSATION ARRANGEMENTS, TO BE ACCOUNTABLE FOR SETTING REASONABLE COMPENSATION PACKAGES FOR THE CEO. IN 2018, THE HRCC DEVELOPED, CONSISTENT WITH THE ORGANIZATION'S PHILOSOPHY AND PRINCIPLES, THE ANNUAL PERFORMANCE GOALS AND CRITERIA TO BE USED IN DETERMINING MERIT INCREASES AND VARIABLE COMPENSATION CRITERIA FOR OFFICERS AND KEY EMPLOYEES. THE HRCC ALSO HIRES A QUALIFIED INDEPENDENT COMPENSATION AND BENEFITS SPECIALIST (INDEPENDENT EXPERT) TO REVIEW, ANALYZE AND PROVIDE BENCHMARKING DATA FOR THE TOTAL COMPENSATION AND BENEFIT PACKAGES OF OFFICERS AND KEY EMPLOYEES. APPROPRIATE COMPARABILITY DATA IS OBTAINED FROM THE INDEPENDENT EXPERT, I.E., TOTAL ECONOMIC BENEFITS PAID BY SIMILAR SITUATED ORGANIZATIONS (BOTH TAXABLE AND TAX-EXEMPT) FOR SIMILAR JOB RESPONSIBILITIES. THE HRCC'S WRITTEN RECORDS INCLUDE THE (1) TERMS OF THE ARRANGEMENTS WITH THE OFFICERS AND KEY EMPLOYEES (INCLUDING THE DATE THE ARRANGEMENT WAS APPROVED); (2) A LIST OF MEMBERS PRESENT DURING THE DISCUSSION ON ANY ARRANGEMENTS; AND (3) A DESCRIPTION OF THE COMPARABLE DATA RELIED UPON BY THE HRCC. KEY DELIBERATIONS OF THE HRCC ARE ALSO DOCUMENTED IN MINUTES WHICH ARE APPROVED AT THE NEXT HRCC MEETING. FORM 990, PART VI, LINE 19 FINANCIAL STATEMENTS AND DISCLOSURES ARE FILED QUARTERLY AND ANNUALLY WITH THE WASHINGTON STATE OFFICE OF THE INSURANCE COMMISSIONER (OIC) AS A MATTER OF PUBLIC RECORD. ALL DOCUMENTS SO FILED ARE AVAILABLE TO THE PUBLIC ON THE OIC WEBSITE. AMENDMENTS TO BYLAWS ARE FILED WITH THE WASHINGTON SECRETARY OF STATE'S OFFICE FROM TIME-TO-TIME AS THEY ARE APPROVED BY THE GOVERNING BODY. GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART VII, SECTION A, LINE 1A THE FOLLOWING DIRECTORS ALSO RECEIVED CLINICAL REIMBURSEMENTS IN ADDITION TO THEIR DIRECTOR'S FEES, THE TOTAL OF WHICH IS REPORTED IN COLUMN D - REPORTABLE COMPENSATION FROM THE ORGANIZATION. LABBERTON, WELLS, K. - $323,166 ------------------------------- DIRECTOR FEE - $137,610 CLINICAL REIMBURSEMENT - $185,556 PHIPPS, GERALD S. - $188,797 ------------------------------- DIRECTOR FEE - $179,802 CLINICAL REIMBURSEMENT - $8,995 RUTHERFORD, EVE M. - $742,071 ------------------------------- DIRECTOR FEE - $132,490 CLINICAL REIMBURSEMENT - $609,581 FORM 990, PART XI, LINE 9 On December 21, 2018, Delta Dental of Washington distributed $17,600,000 in cash and cash equivalents to its sole member Washington Dental Service. ARCORA FOUNDATION 400 FAIRVIEW AVE N SUITE 800 SEATTLE WA 98109 910621480 EDUCATION WA 228000 1918000 DDWA WASHINGTON DENTAL SERVICE FUND 400 FAIRVIEW AVE N SUITE 800 SEATTLE WA 98109 911281990 EDUCATION WA 501(c)(3) 10 DDWA true WASHINGTON DENTAL SERVICE 400 FAIRVIEW AVE N SUITE 800 SEATTLE WA 98109 270937829 HOLDING CO. WA 501(c)(4) NA true false false false false false false false false false false false false false false true false true true false WASHINGTON DENTAL SERVICE r 17600000 CASH/INVESTMENT WASHINGTON DENTAL SERVICE o 1320847 CASH WASHINGTON DENTAL SERVICE q 14400 SHARED SERVICES