2018-11-13T13:07:34-06:00 2017-12-31 381357951 PLANTE & MORAN PLLC 1111 MICHIGAN AVE STE 100 EAST LANSING MI 48823 990 2017-01-01 610659432 DELTA DENTAL OF KENTUCKY INC DELT 5027365000 10100 LINN STATION ROAD NO 700 LOUISVILLE KY 40223 RUSSELL W SKAGGS VP - FINANCE 5027365000 2018-11-12 1 DAVID LOWENTHAL CPA P00378651 5173326200 2018-11-12 67.59.56.31 2018-11-12 13:03:36 ES P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 D3994C8C0EED3DC07268D0E06E8E0D044B4248A2 2017 2019-02-21 02:37:17Z J JUDE THOMPSON 10100 LINN STATION ROAD NO 700 LOUISVILLE KY 40223 228324057 0 X WWW.DELTADENTALKY.COM X 1966 KY 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. 9 7 82 0 0 0 0 0 180112897 180345619 865309 1789279 -504249 -844847 180473957 181290051 2546334 2905627 153626635 154500475 8558170 8929911 0 0 0 14235508 14033584 178966647 180369597 1507310 920454 100780501 103200156 21846927 19885803 78933574 83314353 X 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. 0 0 177483965 2905627 180345619 THE CORE MISSION FOR DELTA DENTAL OF KENTUCKY IS TO ENHANCE ORAL HEALTH CARE FOR KENTUCKIANS AND OUR MEMBERS AROUND THE COUNTRY. WE STRIVE TO PROVIDE SUPERIOR CUSTOMER SERVICE BY UTILIZING THE MOST CURRENT TECHNOLOGY, WHILE AT THE SAME TIME MANAGING OVERALL COSTS FOR THE BEST VALUE. THROUGH OUR DENTAL BENEFITS PROGRAMS AND COMMUNITY INVOLVEMENT WE ARE MAKING A DIFFERENCE IN THE MARKETS WE SERVE. IN 2017 WE PROCESSED AND PAID OVER $153 MILLION IN CLAIMS FOR 684,000 MEMBERS.SEE SCHEDULE O FOR CONTINUATIONPROVIDING VALUE TO OUR CUSTOMERSDELTA DENTAL IS DEDICATED TO MEMBERS RECEIVING QUALITY DENTISTRY, WHILE ALSO SAVING GROUPS AND MEMBERS MONEY. OUR DENTIST CREDENTIALING, COST MANAGEMENT POLICIES AND FEE REDUCTION AGREEMENTS WITH DENTISTS HELP OUR MEMBERS RECEIVE THE BEST DENTAL OUTCOMES. FOR FIVE DECADES, DELTA DENTAL HAS HELPED PROMOTE ORAL HEALTH BY DESIGNING AND ADMINISTERING INNOVATIVE, COST-EFFECTIVE DENTAL BENEFIT PROGRAMS. EXPERTS AT PLAN DESIGN, DELTA DENTAL HAS CREATED DENTAL BENEFIT PROGRAMS THAT MEET CUSTOMER COST-OBJECTIVES WHILE HELPING TO IMPROVE AND MAINTAIN ORAL HEALTH.THE PROGRAMS FEATURE LARGE PANELS OF PARTICIPATING DENTISTS. IN FACT, 3 OUT OF 4 DENTISTS NATIONWIDE PARTICIPATE WITH DELTA DENTAL. THIS KIND OF REACH HAS ENABLED MILLIONS OF PEOPLE TO RECEIVE COST-EFFECTIVE DENTAL CARE.DELTA DENTAL'S MEMBERS ARE AFFORDED 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 WILL BE BILLED. THIS LOWERS CLAIM COSTS FOR CUSTOMERS AND REDUCES OUT-OF-POCKET COSTS FOR MEMBERS.WITH TWO NETWORKS OF PARTICIPATING DENTISTS IN ONE INTEGRATED CLAIMS SYSTEM, DELTA DENTAL CAN DELIVER TO CUSTOMERS AND GROUP MEMBERS, THE GREATEST ACCESS AT THE BEST COST.COMMUNITY INVOLVEMENTDELTA DENTAL OF KENTUCKY IS COMMITTED TO IMPROVING THE ORAL HEALTH AND OVERALL HEALTH FOR ALL CITIZENS ACROSS KENTUCKY. THROUGH TWO CHARITABLE ENDEAVORS, THE DELTA DENTAL OF KENTUCKY FOUNDATION AND MAKING SMILES HAPPEN, DELTA DENTAL IS ABLE TO COMMIT TIME AND RESOURCES TO FURTHER OUR MISSION OF ENHANCING THE QUALITY OF LIFE IN THE COMMUNITIES WE SERVE. IN 2017, DELTA DENTAL AWARDED OVER $3 MILLION IN FUNDS ACROSS KENTUCKY REACHING OVER 140 CHARITABLE ORGANIZATIONS.DELTA DENTAL OF KENTUCKY PARTNERED WITH KENTUCKY YOUTH ADVOCATES TO CONDUCT A SURVEY OF CHILDREN'S ORAL HEALTH IN KENTUCKY. A STUDY HAD NOT BEEN COMPLETED IN OVER 15 YEARS AND OVER 2,000 STUDENTS IN 60 PUBLIC SCHOOLS ACROSS THE COMMONWEALTH WERE SURVEYED. THE MAKING SMILES HAPPEN: 2016 STUDY OF ORAL HEALTH OF KENTUCKY'S YOUTH: WHERE ARE WE? WHAT CAN BE DONE? WHO CAN HELP? WAS PUBLISHED IN THE FALL 2015 AND HIGHLIGHTED KEY FINDINGS AND RECOMMENDATION FOR ORAL HEALTH IMPROVEMENT PLANS MOVING FORWARD. IN 2017, AN ADDITIONAL $1 MILLION WAS PLEDGED TO IMPROVE THE ORAL HEALTH OF KENTUCKY IN FIVE DIFFERENT REGIONS THROUGHOUT THE STATE. IN 2017, DELTA DENTAL MADE A FIVE YEAR COMMITMENT TO THE OPEN ARMS DENTAL CLINIC AT HOME OF THE INNOCENTS. HOME OF THE INNOCENTS PROVIDES CARE TO CHILDREN WHO HAVE BEEN ABUSED, ABANDONED, AND NEGLECTED; CARE TO MEDICALLY FRAGILE CHILDREN; AND CHILDREN WITH OTHER SPECIAL NEEDS THROUGH RESIDENTIAL AND COMMUNITY-BASED SERVICES. THE HOME OPERATES OPEN ARMS CHILDREN'S HEALTH WHICH INCLUDES THE OPEN ARMS DENTAL CLINIC PROVIDING DENTAL TREATMENT FOR NOT ONLY RESIDENTS OF THE HOME BUT ALSO CHILDREN IN NEED FROM AROUND THE REGION. DELTA DENTAL OF KENTUCKY IS THE MAIN FUNDER OF THE CURRENT DENTAL PRACTICE WITHIN OPEN ARMS. THIS DENTAL PRACTICE CONSISTS OF FOUR STATE-OF-THE-ART DENTAL SUITES, INCLUDING A "QUIET ROOM", DIGITAL INTRA ORAL AND PANORAMIC X-RAY, CEILING-MOUNTED LIFTS TO FACILITATE TRANSFERS FROM WHEELCHAIRS, AND CUSTOM MADE DENTAL CHAIR BEAN BAGS TO IMPROVE COMFORT FOR CHILDREN WITH DISABILITIES. BEHAVIORAL HEALTH THERAPISTS ARE ON-SITE TO HELP CHILDREN FOR THEIR DENTAL VISIT AND CAN ACCOMPANY CHILDREN TO APPOINTMENTS. CHILDREN WITH MEDICALLY COMPLEX CONDITIONS THAT WERE PREVIOUSLY REFERRED TO AN OPERATING ROOM AT THE CHILDREN'S HOSPITAL CAN BE TREATED AT THE HOME INSTEAD, WHICH FOR MANY OF THEM IS THEIR HOME. REFUGEE FAMILIES FIND LANGUAGE AND CULTURAL DIFFERENCES ARE ACCEPTED WITH AS MANY BARRIERS AS POSSIBLE REMOVED. LAST YEAR, ALMOST 2,000 CHILDREN RECEIVED DENTAL SERVICES. CHILDREN OF REFUGEE FAMILIES, MANY WHO HAVE NEVER SEEN A DENTIST, ACCOUNT FOR ALMOST 50% OF OPEN ARMS PATIENTS. DELTA DENTAL OF KENTUCKY HAS MADE A 5 YEAR COMMITMENT TO HOME OF THE INNOCENTS OPEN ARMS DENTAL CLINIC AND WILL RECEIVE NAMING RIGHTS IN 2018. OTHER 2017 FUNDING INITIATIVES INCLUDE THE UNIVERSITY OF KENTUCKY COLLEGE OF DENTISTRY MOBILE DENTAL CLINIC, THE WESTERN KENTUCKY UNIVERSITY MOBILE HEALTH VAN, AND "TEETH ON THE GO", OUR ORAL HEALTH EDUCATION PROGRAM FOR STUDENTS K THROUGH 6TH GRADE. HUNDREDS OF TEACHERS HAVE USED THESE KITS TO EDUCATE OVER 100,000 STUDENTS AROUND THE STATE. 177483965 0 0 0 0 0 0 0 0 0 1 1 0 1 1 0 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 1 21588 0 1 82 1 0 0 0 0 0 0 X 9 7 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 1 1 X RUSSELL W SKAGGS VP - FINANCE 5027365000 10100 LINN STATION ROAD STE 700 LOUISVILLE KY 40223 X J JUDE THOMPSON PRESIDENT, CEO 35.00 5.00 X X 222949 0 6058 CLIFFORD T MAESAKA PRESIDENT, CEO - THRU 3/17 35.00 5.00 X X 421356 0 39272 BRUCE R SMITH CHAIR 8.00 16.00 X X 38900 139512 0 MICHAEL CHILDERS DMD DIRECTOR 4.00 5.00 X 33200 25008 0 MARY M CORBETT DIRECTOR - THRU 12/17 2.00 0.00 X 9100 0 0 DIANE CORNWELL DIRECTOR 4.00 0.00 X 37500 0 0 RODNEY A JACKSON DMD DIRECTOR 2.00 0.00 X 25400 0 0 OLIVIA F KIRTLEY DIRECTOR 4.00 0.00 X 11200 0 18000 STEVE S REED DIRECTOR 2.00 0.00 X 19500 0 0 J DAVID SMITH DIRECTOR 2.00 0.00 X 25700 0 0 JOHN N WILLIAMS JR DMD DIRECTOR 2.00 0.00 X 25400 0 0 STEPHEN C DAY VP/CMO - THRU 4/17 40.00 0.00 X 316225 0 22437 JOHN L WEEKS III VP/CLO/SECRETARY 40.00 0.00 X 296112 0 23542 ANGELA J NENNI VP/CAO 40.00 0.00 X 269567 0 14719 TAMARA L YORK-DAY VP/COO - THRU 12/17 40.00 0.00 X 525274 0 16784 RUSSELL W SKAGGS VP/CFO 40.00 0.00 X 204931 0 22897 RONALD E STORY VP/CIO 40.00 0.00 X 189858 0 8778 BRIAN D HART VP/CRO 40.00 0.00 X 138821 0 17616 JEFFERY D DUES SENIOR ACCOUNT EXECUTIVE 40.00 0.00 X 160231 0 21742 TAUNYA L ESHENBAUGH SENIOR ACCOUNT EXECUTIVE 40.00 0.00 X 172548 0 7702 BRIAN E KRAINER DIRECTOR - SALES 40.00 0.00 X 201751 0 15039 TAMMY W CANNON MANAGER - UNDERWRITING 40.00 0.00 X 101800 0 13076 GINA R WHITLOW EXECUTIVE ASSISTANT 40.00 0.00 X 109741 0 22928 3557064 164520 270590 14 0 1 0 DELTA DENTAL PLAN OF MICHIGAN PO BOX 30416 LANSING MI 48909 ADMINISTRATIVE SERVICES 3557914 MCGRIFF INSURANCE SERVICES INC 3605 GLENWOOD AVENUE STE 201 RALEIGH NC 27612 BENEFITS CONSULTING 972491 RENAISSANCE LIFE & HEALTH INSURANCE COMP PO BOX 30416 LANSING MI 48909 ADMINISTRATIVE SERVICES 912777 ASSURED PARTNERS NL LLC 2305 RIVER ROAD LOUISVILLE KY 40206 BENEFITS CONSULTING 644512 PLANCHOICE INC 13257 OBANNON STATION LOUISVILLE KY 40223 BENEFITS CONSULTING 600851 31 DENTAL CARE REVENUE 524114 180333599 180333599 OTHER FEES 900099 12020 12020 180345619 836956 836956 664990 1509837 -844847 -844847 -844847 46476492 45524169 952323 952323 952323 181290051 180345619 0 944432 2905627 2905627 154500475 154500475 3001096 1500548 1500548 4462777 4462777 165563 165563 887867 887867 412608 317708 94900 428340 428340 123748 123748 76980 76980 972178 874960 97218 319432 207631 111801 450382 450382 511302 444833 66469 562684 281342 281342 44997 26998 17999 111 111 86415 77774 8641 75601 75601 BROKER COMMISSIONS 7445071 7445071 PROCESSING FEES 2321913 2321913 DUES & ASSESSMENTS 366429 366429 POSTAGE & SHIPPING 204538 202493 2045 43463 43463 180369597 177483965 2885632 0 18919846 16342596 815158 467748 15708032 15387426 32000 0 17039667 7174803 10510368 9864864 21143410 22109777 25449726 29860454 8201961 9167291 100780501 103200156 4196894 4013548 2346198 1956846 15303835 13915409 21846927 19885803 X 78933574 83314353 78933574 83314353 100780501 103200156 X 920454 3283477 176848 X X 0 1 X 1 0 830000 830000 11727036 3653418 8073618 1382981 710390 672591 1669695 1407746 261949 1429955 1403249 26706 9864864 21557741 F INVESTMENT - DENTAL CHOICE, INC. 8302713 F 29860454 ACCRUED INVESTMENT INCOME 205274 457(B) PLAN 1049135 INVESTMENT - RHC 7632882 SURPLUS NOTE RECEIVABLE 280000 9167291 CLAIMS CHECKS OUTSTANDING 4688286 ESTIMATED CLAIMS LIABILITY 9227123 13915409 1 KENTUCKY STATE POLICE FOUNDATION 1303 US HWY 127 FRANKFORT KY 40601 474712245 501(C)(3) 50000 THE TROOPER PROJECT LOUISVILLE DENTAL SOCIETY INC 1920 NELSON MILLER PKWY LOUISVILLE KY 40223 610726110 501(C)(6) 75000 METRO DENTAL VAN PROJECT COMMUNITY FOUNDATION OF LOUISVILLE 325 WEST MAIN STREET SUITE 1110 LOUISVILLE KY 40202 310997017 501(C)(3) 2250000 GENERAL DONATION LEADERSHIP LOUISVILLE FOUNDATION 732 W MAIN STREET LOUISVILLE KY 40202 310958491 501(C)(3) 10000 GENERAL DONATION GREATER LOUISVILLE INC 614 W MAIN STREET LOUISVILLE KY 40202 611131064 501(C)(6) 10000 GENERAL DONATION 3 2 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. X 1 1 X X X X 1 1 0 0 0 0 0 1 0 J JUDE THOMPSON PRESIDENT, CEO 52192 0 0 0 170757 0 6058 0 0 0 229007 0 0 0 CLIFFORD T MAESAKA PRESIDENT, CEO - THRU 3/17 63547 0 141225 0 216584 0 20178 0 19094 0 460628 0 0 0 BRUCE R SMITH CHAIR 0 139512 0 0 38900 0 0 0 0 0 38900 139512 0 0 STEPHEN C DAY VP/CMO - THRU 4/17 64644 0 63852 0 187729 0 0 0 22437 0 338662 0 0 0 JOHN L WEEKS III VP/CLO/SECRETARY 219666 0 73524 0 2922 0 0 0 23542 0 319654 0 0 0 ANGELA J NENNI VP/CAO 201848 0 66189 0 1530 0 0 0 14719 0 284286 0 0 0 TAMARA L YORK-DAY VP/COO - THRU 12/17 264232 0 104466 0 156576 0 0 0 16784 0 542058 0 0 0 RUSSELL W SKAGGS VP/CFO 152570 0 51043 0 1318 0 0 0 22897 0 227828 0 0 0 RONALD E STORY VP/CIO 156982 0 31512 0 1364 0 0 0 8778 0 198636 0 0 0 BRIAN D HART VP/CRO 138632 0 0 0 189 0 0 0 17616 0 156437 0 0 0 JEFFERY D DUES SENIOR ACCOUNT EXECUTIVE 72796 0 87116 0 319 0 0 0 21742 0 181973 0 0 0 TAUNYA L ESHENBAUGH SENIOR ACCOUNT EXECUTIVE 55434 0 117041 0 73 0 0 0 7702 0 180250 0 0 0 BRIAN E KRAINER DIRECTOR - SALES 107843 0 93469 0 439 0 0 0 15039 0 216790 0 0 0 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 2017, A SEVERANCE PAYMENT WAS MADE TO CLIFFORD T. MAESAKA, THE FORMER CEO, IN THE AMOUNT OF $215,745. IN ADDITION, TAMARA L. YORK-DAY, FORMER COO RECEIVED A SEVERANCE PAYMENT IN THE AMOUNT OF $131,127. LASTLY, STEPHEN C. DAY FORMER CMO RECEIVED A SEVERANCE PAYMENT IN THE AMOUNT OF $186,751. DELTA DENTAL OF KENTUCKY, HAS BOTH A 457(B) PLAN AS WELL AS A 457(F) SERP, A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. ONLY ONE POSITION, THE CEO, IS ELIGIBLE FOR THE SERP. ADDITIONALLY, ALL OTHER VPS AND BOARD MEMBERS ARE ELIGIBLE FOR THE 457(B) PLAN. IN 2017, THE ACCRUAL FOR CLIFFORD T. MAESAKA, THE FORMER CEO, SERP TOTALED $20,178. THE ACCRUAL FOR JUDE THOPMSON, CEO STARTING IN MARCH 2017, SERP TOTALED $6,058. THE RELATED ORGANIZATION, DELTA DENTAL PLAN OF MICHIGAN, HAS A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP). IN ORDER TO BE ELIGIBLE FOR THE SERP, AN EMPLOYEE MUST BE A SENIOR VICE PRESIDENT OR HIGHER. AN OUTSIDE INDEPENDENT ACTUARY CALCULATES THE VALUE ON AN ANNUAL BASIS. IN 2017, GORAN JURKOVIC, CFO, PARTICIPATED IN THE SERP BUT DID NOT RECEIVE A DISTRIBUTION. 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. FORM 990, PART VI, SECTION A, LINE 4 DURING THE 2017 CALENDAR YEAR, DDKY AMENDED ITS ARTICLES OF INCORPORATION TO ALLOW VISION INSURANCE. AT 12/31/2017 THE VISION PRODUCT WAS STILL UNDER DEVELOPMENT. 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 12/31/2017, RHSC APPOINTED ONE MEMBER OF THE 9 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 VP-FINANCE, GENERAL COUNSEL AND CEO. A DRAFT IS THEN PRESENTED TO THE AUDIT AND FINANCE COMMITTEE FOR REVIEW. PRIOR TO FILING, A COPY OF THE FINAL FORM 990 IS DISTRIBUTED TO THE ENTIRE GOVERNING BODY. 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 KENTUCKYS P&C COMMITTEE IN FEBRUARY 2017. 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 MICHIGANS HR EXECUTIVE COMPENSATION PROCESS DURING 2016. THE REPORT BASED ON THIS REVIEW WAS THEN ISSUED BY THE CONSULTANTS IN JUNE OF 2017. 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 176,848. FORM 990, PART XII, LINE 2C: PROCESS IS THE SAME AS THE PRIOR YEAR. 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