2019-11-12T14:33:46-06:00 2018-12-31 381357951 PLANTE & MORAN PLLC 1111 MICHIGAN AVE STE 100 EAST LANSING MI 48823 990 2018-01-01 362551984 DELTA DENTAL PLANS ASSOCIATION DELT 6305746853 1515 W 22ND STREET NO 450 OAK BROOK IL 60523 TIM STEFFL VP STRATEGIC DEVLPMT & FINANCE 6305746851 2019-10-30 1 TINA M PETERS CPA P00904574 5173326200 2019-10-23 67.59.56.30 2019-10-30 18:11:40 ED P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 737380BCD7AD51223FD12A91753DF01CE9F34789 2018 2020-03-31 21:24:44Z STEVEN OLSON 1515 W 22ND STREET NO 450 OAK BROOK IL 60523 31002211 0 X WWW.DELTADENTAL.COM X 1965 IL THE PURPOSE OF THE ASSOCIATION IS TO INCREASE THE AVAILABILITY OF DENTAL SERVICES TO THE PUBLIC BY ENCOURAGING THE EXPANSION OF DENTAL PREPAYMENT PROGRAMS ADMINISTERED THROUGH NON-PROFIT DENTAL SERVICE CORPORATIONS, AND BY PROVIDING THE MEANS FOR ACTIVE, ASSOCIATE, OR AFFILIATE MEMBERS TO COOPERATE IN MULTISTATE AND NATIONAL GROUP COVERAGE. 28 28 53 0 5027215 128741 0 0 27231871 28592482 134440 114738 72383 83616 27438694 28790836 0 0 0 0 10414137 11297922 0 0 0 16684321 15722790 27098458 27020712 340236 1770124 12588004 13440697 7634778 6904627 4953226 6536070 X THE PURPOSE OF THE ASSOCIATION IS TO INCREASE THE AVAILABILITY OF DENTAL SERVICES TO THE PUBLIC BY ENCOURAGING THE EXPANSION OF DENTAL PREPAYMENT PROGRAMS ADMINISTERED THROUGH NON-PROFIT DENTAL SERVICE CORPORATIONS, AND BY PROVIDING THE MEANS FOR ACTIVE, ASSOCIATE, OR AFFILIATE MEMBERS TO COOPERATE IN MULTISTATE AND NATIONAL GROUP COVERAGE. 0 0 EDUCATION AND PROMOTIONAL MATERIALS AND ADVERTISING CAMPAIGNS - TO INCREASE PUBLIC AWARENESS OF ORAL HEALTH ISSUES AND TO INCREASE ACCESS TO DENTAL SERVICES THROUGH THE USE OF DENTAL PREPAYMENT PROGRAMS. THESE CAMPAIGNS AND MATERIALS EDUCATE THE PUBLIC ON THE IMPORTANCE OF GOOD ORAL HEALTH AND ITS CONNECTION TO OVERALL HEALTH AND WELL-BEING, AND ENCOURAGE THE USE OF DENTAL PREPAYMENT PROGRAMS AS A MEANS OF INCREASING ACCESS TO AND REGULAR RECEIPT OF DENTAL SERVICES WITH A FOCUS ON PREVENTIVE DENTAL CARE. CONFERENCES TO PROMOTE AWARENESS OF ORAL HEALTH AND SERVICE ISSUES AND EDUCATION ON NEW DEVELOPMENTS AFFECTING ORAL HEALTH AND THE DENTAL SERVICE INDUSTRY, WITH THE GOALS OF PROVIDING UP TO DATE INFORMATION ON INDUSTRY-RELEVANT TOPICS, PROMOTING HIGHER INDUSTRY STANDARDS AND BETTER SERVICE METHODS, AND ADVANCING ORAL HEALTH AND PUBLIC AWARENESS OF ITS CONNECTION TO OVERALL HEALTH. PUBLIC POLICY INITIATIVES DESIGNED TO CREATE AWARENESS OF ISSUES AFFECTING ORAL HEALTH AND THE DENTAL SERVICE INDUSTRY AND TO INFLUENCE LEGISLATION GERMANE TO ORAL HEALTH, DENTAL SERVICES, AND THE PREPAID DENTAL SERVICE PLAN INDUSTRY. THIS PROGRAM SERVICE ACTIVITY HELPS ACCOMPLISH THE ORGANIZATION'S LONG-TERM GOAL OF PROMOTING GOOD ORAL HEALTH, INCLUDING PROMOTING THE BENEFITS OF DENTAL PREPAYMENT PROGRAMS AS A MEANS OF INCREASING ACCESS TO AND REGULAR RECEIPT OF DENTAL SERVICES. 0 0 0 1 0 0 0 0 0 1 1 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 43 0 1 53 1 1 1 0 0 0 0 0 1 0 X 28 28 1 0 0 0 1 1 1 1 1 0 1 1 1 1 1 1 1 1 1 1 0 IL X SAMANTHA QUINN 6305746851 1515 W 22ND STREET OAK BROOK IL 60523 JAMES DWYER CHAIR 1.70 0.00 X X 0 0 0 ROD YOUNG VICE CHAIR 1.70 0.00 X X 0 0 0 ALLAN ALLFORD SECRETARY/TREASURER 1.70 0.00 X X 0 0 0 ANTHONY BARTH DIRECTOR 1.20 0.00 X 0 0 0 ED CHOATE DIRECTOR 1.20 0.00 X 0 0 0 LAURA CZELADA DIRECTOR 1.20 0.00 X 0 0 0 JEAN DE LUCA - PARTIAL YEAR DIRECTOR 1.20 0.00 X 0 0 0 HELEN DREXLER DIRECTOR 1.20 0.00 X 0 0 0 JOHN GLADDEN DIRECTOR 1.20 0.00 X 0 0 0 BERNIE GLOSSY DIRECTOR 1.20 0.00 X 0 0 0 ROBERT GOOTEE DIRECTOR 1.20 0.00 X 0 0 0 ROB GOREN DIRECTOR 1.20 0.00 X 0 0 0 KERRY HALL DIRECTOR 1.20 0.00 X 0 0 0 MICHAEL HERBERT DIRECTOR 1.20 0.00 X 0 0 0 SCOTT JONES DIRECTOR 1.20 0.00 X 0 0 0 CURT LADIG DIRECTOR 1.20 0.00 X 0 0 0 FRANK LUCIA - PARTIAL YEAR DIRECTOR 1.20 0.00 X 0 0 0 ED LOPEZ - PARTIAL YEAR DIRECTOR 1.20 0.00 X 0 0 0 BELINDA MARTINEZ DIRECTOR 1.20 0.00 X 0 0 0 JOE NAGLE DIRECTOR 1.20 0.00 X 0 0 0 MARIANNE ORTIZ DIRECTOR 1.20 0.00 X 0 0 0 DENNY PETERSON DIRECTOR 1.20 0.00 X 0 0 0 STEVE POLLOCK DIRECTOR 1.20 0.00 X 0 0 0 THOMAS RAFFIO DIRECTOR 1.20 0.00 X 0 0 0 JEFF RUSSELL DIRECTOR 1.20 0.00 X 0 0 0 JUDE THOMPSON DIRECTOR 1.20 0.00 X 0 0 0 DR PHILIP WENK DIRECTOR 1.20 0.00 X 0 0 0 DENNIS WILSON DIRECTOR 1.20 0.00 X 0 0 0 MARK YAMAKAWA DIRECTOR 1.20 0.00 X 0 0 0 STEVEN OLSON PRESIDENT & CEO 40.00 0.00 X 2244791 0 290904 JASON DAUGHN V.P., GOVERNMENT RELATIONS 40.00 0.00 X 425670 0 47856 JOSEPH DILL V.P., DENTAL SCIENCE & NETWORK STRATEGY 40.00 0.00 X 335894 0 19281 JENNIFER ELLIOTT CHIEF MARKETING OFFICER 40.00 0.00 X 492958 0 76171 JAMES HUTCHISON GENERAL COUNSEL 40.00 0.00 X 443549 0 79855 SCOTT JESSEE V.P., INFORMATION TECHNOLOGY 40.00 0.00 X 317165 0 53864 JANICE ANDERSON DIRECTOR, MARKET INSIGHTS 40.00 0.00 X 246151 0 32527 FRANK KOLB DIRECTOR, GOVERNMENT RELATIONS 40.00 0.00 X 200915 0 42563 FRED KWONG DIRECTOR, INFORMATION SECURITY 40.00 0.00 X 211723 0 40074 ANDRE RICHARDS ASSISTANT VICE PRESIDENT, BRAND STRATEGY & MANAGEM 40.00 0.00 X 242657 0 43363 JAMES VINCI DIRECTOR, INDUSTRY ANALYSIS 40.00 0.00 X 171531 0 40441 CHARLES STICH FORMER V.P., FINANCE AND COMPLIANCE 40.00 0.00 X 271786 0 29609 5604790 0 796508 31 1 1 0 PUBLICIS INC 7300 LONE STAR DRIVE PLANO TX 75024 CONSULTING SERVICES 1661774 DELOITTE CONSULTING LLP 1700 MARKET STREET PHILADELPHIA PA 19103 CONSULTING SERVICES 1343463 HAMILTON PLACE STRATEGIES LLC 805 15TH ST NW STE 200 WASHINGTON DC 20005 CONSULTING SERVICES 1077027 CFS CONSULTING GROUP 800 ENTERPRISE DR SUITE 214 OAK BROOK IL 60523 TECHNOLOGY SERVICES 1056056 CA INC PO BOX 783591 PHILADELPHIA PA 19178 TECHNOLOGY SERVICES 603194 33 MEMBERSHIP DUES 900099 22173232 22173232 CORP. ADMIN FEES 561000 5027215 5027215 CONFERENCE REGISTRATION 561000 892035 892035 PUBLIC POLICY 900099 500000 500000 28592482 83391 83391 2242722 2211375 31347 31347 31347 MISCELLANEOUS 900099 83616 83616 83616 28790836 23648883 5027215 114738 5191913 4050672 333971 991506 729860 364618 56825 412441 396753 3678859 350106 3921108 472716 734369 1816445 1678528 62234 GOVERNMENT RELATIONS 600143 EMPLOYEE RECRUITMENT 572712 CONSULTING 244759 PLAN SERVICES 210497 149677 27020712 2406550 2346320 1623047 3345717 1587246 1442913 12335090 9198427 3068134 3136663 2903027 2169084 1000000 1000000 12588004 13440697 7223295 5453746 411483 1450881 7634778 6904627 X 4953226 6536070 4953226 6536070 12588004 13440697 1770124 -187280 0 X X 0 1 X 1 0 1 0 0 163547 69844 93703 2204679 1633751 570928 9966864 7494832 2472032 3136663 1000000 C 1000000 LONG TERM CONTRACT LIABILITY 980000 BENEFITS 145027 DEFERRED COMPENSATION LIABILITY 325854 1450881 X PART X, LINE 2: ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA REQUIRE MANAGEMENT TO EVALUATE TAX POSITIONS TAKEN BY THE ORGANIZATION AND RECOGNIZE A TAX LIABILITY IF THE ORGANIZATION HAS TAKEN AN UNCERTAIN POSITION THAT MORE LIKELY THAN NOT WOULD NOT BE SUSTAINED UPON EXAMINATION BY THE IRS OR OTHER APPLICABLE TAXING AUTHORITIES. MANAGEMENT HAS ANALYZED THE TAX POSITIONS TAKEN BY THE ORGANIZATION, AND HAS CONCLUDED THAT AS OF DECEMBER 31, 2018 AND 2017, THERE ARE NO UNCERTAIN POSITIONS TAKEN OR EXPECTED TO BE TAKEN THAT WOULD REQUIRE RECOGNITION OF A LIABILITY OR DISCLOSURE IN THE FINANCIAL STATEMENTS. NET INCOME FROM ACTIVITIES UNRELATED TO THE ASSOCIATION'S TAX-EXEMPT PURPOSE ARE SUBJECT TO TAXATION. TAXES ON UNRELATED BUSINESS INCOME ARE NOT MATERIAL TO THE CONSOLIDATED FINANCIAL STATEMENTS. X 1 1 X X X X 1 1 0 STEVEN OLSON PRESIDENT & CEO 689948 0 500000 0 1054843 0 262821 0 28083 0 2535695 0 1047319 0 JASON DAUGHN V.P., GOVERNMENT RELATIONS 324786 0 100074 0 810 0 32400 0 15456 0 473526 0 0 0 JOSEPH DILL V.P., DENTAL SCIENCE & NETWORK STRAT 203172 0 36000 0 96722 0 4426 0 14855 0 355175 0 0 0 JENNIFER ELLIOTT CHIEF MARKETING OFFICER 362680 0 125000 0 5278 0 53663 0 22508 0 569129 0 4468 0 JAMES HUTCHISON GENERAL COUNSEL 330739 0 112000 0 810 0 49623 0 30232 0 523404 0 0 0 SCOTT JESSEE V.P., INFORMATION TECHNOLOGY 236711 0 80000 0 454 0 31388 0 22476 0 371029 0 0 0 JANICE ANDERSON DIRECTOR, MARKET INSIGHTS 224938 0 20152 0 1061 0 11833 0 20694 0 278678 0 0 0 FRANK KOLB DIRECTOR, GOVERNMENT RELATIONS 171049 0 29314 0 552 0 13187 0 29376 0 243478 0 0 0 FRED KWONG DIRECTOR, INFORMATION SECURITY 175233 0 36100 0 390 0 12812 0 27262 0 251797 0 0 0 ANDRE RICHARDS ASSISTANT VICE PRESIDENT, BRAND STRA 198542 0 43117 0 998 0 15257 0 28106 0 286020 0 0 0 JAMES VINCI DIRECTOR, INDUSTRY ANALYSIS 145682 0 23865 0 1984 0 10968 0 29473 0 211972 0 0 0 CHARLES STICH FORMER V.P., FINANCE AND COMPLIANCE 0 0 0 0 271786 0 198 0 29411 0 301395 0 0 0 PART I, LINES 4A-B PART I, LINE 4A: DR. JOSEPH DILL RECEIVED REIMBURSEMENT OF MOVING EXPENSES, AND A GROSS-UP FOR TAXES PAYABLE ON THESE AMOUNTS, EQUAL TO $94,254. PART I, LINE 4A: CHUCK STICH RECEIVED SEVERANCE PAYMENTS OF $271,786. PART I, LINE 4B: STEVEN OLSON ACCRUED A BENEFIT UNDER THE TERMS OF A SUPPLEMENTAL NON-QUALIFIED DEFERRED COMPENSATION PLAN (THE "PLAN") EQUAL TO $245,833 FOR 2018, TO BE PAID OUT IN THE FUTURE. HE RECEIVED A PAYOUT OF PREVIOUSLY ACCRUED BENEFITS UNDER THE PLAN EQUAL TO $1,047,319 IN 2018. THIS PAYOUT REPRESENTS A LUMP-SUM PAYMENT OF BENEFITS THAT WERE ACCRUED OVER A PERIOD OF 5 YEARS PURSUANT TO THE TERMS OF THE PLAN. JENNIFER ELLIOTT AND JAMES HUTCHISON ACCRUED BENEFITS UNDER THE TERMS OF THE PLAN EQUAL TO $17,551 AND $13,510, RESPECTIVELY, FOR 2018 TO BE PAID OUT IN THE FUTURE. JENNIFER ELLIOTT RECEIVED A PAYOUT OF PREVIOUSLY ACCRUED BENEFITS UNDER THE PLAN EQUAL TO $4,468 IN 2018. ALL BENEFITS INCLUDED IN THE PAYOUTS TO STEVEN OLSON AND JENNIFER ELLIOTT WERE PREVIOUSLY REPORTED AS COMPENSATION ON PRIOR YEARS' FORM 990S. THE FAIR MARKET VALUE OF ALL COMPENSATION AND BENEFITS PAID TO STEVEN OLSON, JENNIFER ELLIOTT, AND JAMES HUTCHISON, INCLUDING ALL AMOUNTS ACCRUED AND PAID UNDER THE PLAN, WAS ESTABLISHED BY FOLLOWING IRS-RECOMMENDED PRACTICES FOR DETERMINING THE REASONABLENESS OF COMPENSATION AND THE TERMS OF OUR WRITTEN COMPENSATION POLICY, AS DESCRIBED BELOW. IN ADDITION, THE TOTAL COMPENSATION AND BENEFITS PACKAGE FOR EACH MEMBER OF OUR EXECUTIVE TEAM IS REVIEWED ANNUALLY BY A NATIONALLY RECOGNIZED INDEPENDENT COMPENSATION CONSULTING FIRM, AND DETERMINED TO BE REASONABLE BY SUCH FIRM'S EXPERTS. PART I, LINE 3: OUR COMPENSATION POLICY, EACH YEAR, THE COMPENSATION COMMITTEE OF OUR BOARD OF DIRECTORS MEETS TO REVIEW AND APPROVE THE COMPENSATION ARRANGEMENTS FOR EACH OF THE MEMBERS OF THE EXECUTIVE TEAM. THIS COMMITTEE CONSISTS ENTIRELY OF INDIVIDUALS WHO DO NOT HAVE ANY CONFLICTS OF INTEREST AS TO THE ARRANGEMENT BEING REVIEWED. IN DETERMINING FAIR MARKET VALUE, THE COMMITTEE RELIES ON COMPARABILITY DATA COMPILED BY A NATIONALLY-RECOGNIZED INDEPENDENT COMPENSATION CONSULTING FIRM, AND ON THAT FIRM'S EXPERTS' DETERMINATION THAT THE TOTAL COMPENSATION AND BENEFITS PACKAGE OF EACH MEMBER OF THE EXECUTIVE TEAM IS REASONABLE. THE DELIBERATIONS AND DECISIONS OF THE COMMITTEE ARE CONTEMPORANEOUSLY DOCUMENTED AND APPROVED AT THE NEXT MEETING OF THE COMMITTEE. THIS PROCESS IS UNDERTAKEN ANNUALLY WITH RESPECT TO THE MEMBERS OF THE EXECUTIVE TEAM. IT WAS LAST UNDERTAKEN IN FEBRUARY 2019. FORM 990, PART VI, SECTION A, LINE 2 SOME OF DDPA'S 501(C)(4) MEMBER COMPANIES ARE AFFILIATED WITH EACH OTHER. THE FOLLOWING DDPA DIRECTORS ARE CO-DIRECTORS AND/OR CO-OFFICERS OF ORGANIZATION(S) DIRECTLY OR INDIRECTLY AFFILIATED WITH EACH SUCH DDPA DIRECTOR'S RESPECTIVE 501(C)(4) MEMBER COMPANY: 1. LAURA CZELADA., M.S., PHILIP A. WENK, D.D.S., ED CHOATE, AND JUDE THOMPSON 2. JAMES D. DWYER, FRANK LUCIA, AND DENNY PETERSON 3. ANTHONY BARTH AND BELINDA MARTINEZ 4. ANTHONY BARTH, BELINDA MARTINEZ, AND MARIANNE ORTIZ FORM 990, PART VI, SECTION A, LINE 6 THE ORGANIZATION HAS TWO CLASSES OF MEMBERS - ACTIVE AND AFFILIATE. THE ACTIVE MEMBERS ARE DENTAL SERVICE CORPORATIONS ACTIVELY ENGAGED IN ADMINISTERING A PREPAYMENT PROGRAM OR PROGRAMS. THE TERM "DENTAL SERVICES CORPORATION" MEANS ANY NOT-FOR-PROFIT CORPORATION ORGANIZED PRINCIPALLY TO PROVIDE DENTAL HEALTH CARE SERVICES BY MEANS OF CONTRACTS WITH DENTISTS. THE AFFILIATE MEMBERS ARE ANY NOT-FOR-PROFIT DENTAL CARE COMPANIES LOCATED OUTSIDE THE UNITED STATES, AND ANY FOR-PROFIT CORPORATION WHICH DESIRES TO COOPERATE WITH THE CORPORATION OR ITS MEMBERS OR AFFILIATES IN PROVIDING DENTAL PREPAYMENT PROGRAMS TO THE PUBLIC. FORM 990, PART VI, SECTION A, LINE 7A THE ORGANIZATION HAS TWO CLASSES OF MEMBERSHIP - ACTIVE AND AFFILIATE. ANY DENTAL SERVICE CORPORATION THAT IS ACTIVELY ENGAGED IN ADMINISTERING A PREPAYMENT PROGRAM OR PROGRAMS IS ELIGIBLE FOR ACTIVE MEMBERSHIP. THE TERM "DENTAL SERVICES CORPORATION" MEANS ANY NOT-FOR-PROFIT CORPORATION ORGANIZED PRINCIPALLY TO PROVIDE DENTAL HEALTH CARE SERVICES BY MEANS OF CONTRACTS WITH DENTISTS. TO BE ELIGIBLE FOR AFFILIATE MEMBERSHIP, AN ORGANIZATION MUST BE (I) A NOT-FOR-PROFIT DENTAL CARE COMPANY THAT IS LOCATED OUTSIDE THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS; OR (II) A CORPORATION, WHICH MAY BE A FOR-PROFIT CORPORATION (AND INCLUDING ANY ENTITY LOCATED OUTSIDE THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS), WHICH DESIRES TO COOPERATE WITH THE ORGANIZATION AND/OR ITS AFFILIATES IN PROVIDING DENTAL PREPAYMENT PROGRAMS TO THE PUBLIC. AN ORGANIZATION WISHING TO BECOME A MEMBER MUST APPLY AND BE APPROVED FOR MEMBERSHIP. MEMBERS MAINTAIN THEIR MEMBER STATUS BY PAYING ANNUAL DUES AND ASSESSMENTS AND COMPLYING WITH THE ORGANIZATION'S MEMBERSHIP STANDARDS AND OTHER REQUIREMENTS. THE MEMBERS HAVE THE POWER (A) TO APPROVE AMENDMENTS TO THE ORGANIZATION'S ARTICLES OF INCORPORATION, BYLAWS AND THE MEMBERSHIP STANDARDS PORTION OF THE MEMBERSHIP STANDARDS AND GUIDELINES ADOPTED BY THE MEMBERS, (B) TO SET AND REVISE ANNUAL DUES, AND (C) TO ELECT AND REMOVE THE ORGANIZATION'S BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B AMENDMENTS TO THE ORGANIZATION'S ARTICLES OF INCORPORATION AND BYLAWS ARE INITIATED BY THE BOARD OF DIRECTORS BUT REQUIRE APPROVAL OF THE MEMBERS TO BE EFFECTIVE. PLEASE SEE THE RESPONSE TO PART VI QUESTION 7A FOR MORE INFORMATION ABOUT THE CLASS OR CLASSES OF MEMBERS AND THE NATURE OF THEIR VOTING RIGHTS. FORM 990, PART VI, SECTION B, LINE 11B THE ORGANIZATION FOLLOWS A WRITTEN POLICY THAT IS DESIGNED TO ENSURE APPROPRIATE OVERSIGHT AND REVIEW OF THE FORM 990. AN INTERNAL WORKING GROUP INCLUDING THE ORGANIZATION'S CEO & PRESIDENT, VP STRATEGIC DEVELOPMENT & FINANCE, CONTROLLER, LEGAL COUNSEL AND OTHERS, HELP COMPILE AN INITIAL DRAFT FORM 990. ONCE A COMPLETE DRAFT IS DEVELOPED AND REVIEWED BY THE WORKING GROUP, THE DRAFT (WITH ALL ATTACHMENTS) IS SUBMITTED TO THE ORGANIZATION'S AUDIT & FINANCE COMMITTEE FOR ITS REVIEW. THE AUDIT AND FINANCE COMMITTEE IS COMPRISED OF THE ORGANIZATION'S SECRETARY/TREASURER, THE SECRETARY/TREASURER OF A RELATED ORGANIZATION (TYPICALLY, THIS INDIVIDUAL IS ALSO A DIRECTOR OF THE ORGANIZATION), AND THREE TO FIVE OTHER DIRECTORS OF THE ORGANIZATION. THE ORGANIZATION'S CEO, VP STRATEGIC DEVELOPMENT & FINANCE, AND CONTROLLER ALSO ATTEND AND PARTICIPATE IN THE MEETING OF THE AUDIT AND FINANCE COMMITTEE AT WHICH THE FORM 990 IS REVIEWED AND FINALIZED. THIS AUDIT & FINANCE COMMITTEE COMPLETED ITS REVIEW IN SEPTEMBER 2019, PRIOR TO THE FILING OF THE FORM 990. THE FINAL FORM 990, TOGETHER WITH ALL ATTACHMENTS, WAS THEN POSTED ON THE ORGANIZATION'S BOARD PORTAL FOR THE FULL BOARD OF DIRECTORS TO REVIEW PRIOR TO FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION'S WRITTEN CONFLICT OF INTEREST POLICY COVERS ANY DIRECTOR, OFFICER OR MEMBER OF A COMMITTEE WITH BOARD DELEGATED POWERS. THE POLICY ALSO COVERS EACH OF THE ORGANIZATION'S CURRENT KEY EMPLOYEES. IT REQUIRES DISCLOSURE OF ALL MATERIAL FACTS REGARDING ANY ACTUAL OR POTENTIAL CONFLICTS OF INTEREST ON AN ONGOING BASIS. DISCLOSURE IS MADE TO THE BOARD OR COMMITTEE CONSIDERING THE PROPOSED TRANSACTION. THE BOARD OR COMMITTEE DETERMINES BY A MAJORITY OF ITS DISINTERESTED BOARD OR COMMITTEE MEMBERS WHETHER A CONFLICT OF INTEREST EXISTS. THE CHAIRPERSON MAY APPOINT A COMMITTEE OF DISINTERESTED PERSONS TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION. THE BOARD OR COMMITTEE DETERMINES WHETHER THE ORGANIZATION CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT AND, IF NOT, WHETHER IT IS IN THE ORGANIZATION'S BEST INTERESTS TO GO FORWARD WITH THE TRANSACTION. ANY CONFLICT ISSUES THAT ARISE DURING THE COURSE OF A BOARD OR COMMITTEE MEETING THAT CANNOT BE RESOLVED ARE REFERRED TO THE GOVERNANCE COMMITTEE. EACH PERSON SUBJECT TO THE ORGANIZATION'S CONFLICT OF INTEREST POLICY IS REQUIRED PER THE ORGANIZATION'S BYLAWS TO COMPLETE AN ANNUAL CONFLICT OF INTEREST DISCLOSURES FORM AND HAS A CONTINUING DUTY TO UPDATE IT. CONFLICT OF INTEREST DISCLOSURE STATEMENTS AND AMENDMENTS ARE REVIEWED ANNUALLY BY THE GOVERNANCE COMMITTEE IN CONJUNCTION WITH LEGAL COUNSEL AND A REPORT OF THE DISCLOSED INTERESTS IS MADE TO THE ORGANIZATION'S BOARD. THE BOARD'S CONFLICT OF INTEREST POLICY AND ITS EFFECTIVENESS IS REVIEWED AT LEAST ANNUALLY BY THE GOVERNANCE COMMITTEE AND ANY RECOMMENDED CHANGES ARE PRESENTED TO THE BOARD. IF A PERSON FAILS TO FILE THE ANNUAL DISCLOSURE STATEMENT AND ANNUAL CERTIFICATION, THAT PERSON MAY BE PROHIBITED FROM ATTENDING AND PARTICIPATING IN MEETINGS UNTIL IT IS FILED. IF THE BOARD OR COMMITTEE HAS REASON TO BELIEVE A MEMBER HAS FAILED TO DISCLOSE, IT INVESTIGATES THE MATTER. IF IT IS DETERMINED THAT A PERSON HAS FAILED TO DISCLOSE AN ACTUAL OR POTENTIAL CONFLICT, THE BOARD MAY TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION, WHICH MAY INCLUDE PURSUING REMOVAL OF A DIRECTOR. RECORDS OF ALL DELIBERATIONS AND DECISIONS REGARDING ACTUAL OR POTENTIAL CONFLICTS OF INTEREST ARE KEPT. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION ARRANGEMENTS FOR THE CEO AND OTHER DISQUALIFIED PERSONS ARE REVIEWED AND APPROVED BY THE COMPENSATION COMMITTEE OF OUR BOARD OF DIRECTORS. THIS COMMITTEE CONSISTS ENTIRELY OF INDIVIDUALS WHO DO NOT HAVE ANY CONFLICTS OF INTEREST AS TO THE ARRANGEMENTS BEING REVIEWED. THE COMMITTEE REVIEWS AND RELIES UPON COMPARABILITY DATA PROVIDED BY AN INDEPENDENT COMPENSATION CONSULTANT, AND ON THE CONSULTANT'S EXPERT RECOMMENDATIONS. DELIBERATIONS AND DECISIONS OF THE COMMITTEE ARE CONTEMPORANEOUSLY DOCUMENTED. THIS PROCESS IS UNDERTAKEN ANNUALLY WITH RESPECT TO THE CEO AND ALL OTHER DISQUALIFIED PERSONS. IT WAS LAST UNDERTAKEN IN FEBRUARY 2019. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S ARTICLES OF INCORPORATION MAY BE OBTAINED BY THE PUBLIC BY ORDERING THEM FROM THE ILLINOIS SECRETARY OF STATE. THE BYLAWS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS OF THE ORGANIZATION ARE AVAILABLE TO ALL MEMBER COMPANIES BUT NOT OTHERWISE PUBLICLY AVAILABLE. FORM 990, PART VI, LINE 1A: THE EXECUTIVE & COMPENSATION COMMITTEE MAKES DECISIONS ON SPECIFIC MATTERS THAT MAY BE DELEGATED TO IT, AND ADDRESSES EMERGENCY OR TIME-SENSITIVE MATTERS THAT ARISE BETWEEN MEETINGS OF THE FULL BOARD. IT ALSO OVERSEES THE DEVELOPMENT AND IMPLEMENTATION OF THE ORGANIZATION'S STRATEGIC PLAN AND SERVES AS THE ORGANIZATION'S COMPENSATION COMMITTEE. THE COMMITTEE CONSISTS OF DIRECTORS OF THE ORGANIZATION. ALL ACTIONS TAKEN BY THE COMMITTEE MUST BE REPORTED TO THE BOARD AT THE NEXT MEETING OF THE BOARD OR WITHIN THIRTY (30) CALENDAR DAYS, WHICHEVER OCCURS FIRST. FORM 990, PART XII, LINE 2C: THE ORGANIZATION HAS A COMMITTEE THAT ASSUMES RESPONSIBILTY FOR OVERSIGHT OF THE AUDIT, REVIEW, OR COMPILATIONS, AND FOR SELECTION OF THE INDEPENDENT ACCOUNTANT. THIS PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. DELTA DENTAL PLANS ASSOCIATION (DELTA PAC) 1515 W 22ND STREET SUITE 450 OAK BROOK IL 60523 362551984 POLITICAL ACTION COMMITTEE IL 527 N/A N/A 0 DELTA USA INC 1515 W 22ND STREET SUITE 450 OAK BROOK IL 60523 362982865 MANAGEMENT SERVICES IL N/A C 7355772 7700967 1.00000 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 DELTA USA N 1812895 PERCENTAGE ALLOCATION DELTA USA O 3067896 PERCENTAGE ALLOCATION DELTA USA P 146424 PERCENTAGE ALLOCATION