e10vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION FILE NUMBER 001-33865
Triple-S Management Corporation
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Puerto Rico
(STATE OF INCORPORATION)
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66-0555678
(I.R.S. ID) |
1441 F.D. Roosevelt Avenue, San Juan, PR 00920
(787) 749-4949
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
Class B common stock, $1.00 par value
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Name of each exchange on which registered
New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: Class A common stock, $1.00 par value
Indicate by check mark if the registrant is well-known seasoned issuer, as defined in Rule 405
of the Securities Act. o Yes þ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. o Yes þ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
þ Yes o No
Indicate by checkmark whether the registrant has submitted electronically and posted on its
corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). o Yes o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definition of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
(Do not check if smaller reporting company)
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). o Yes þ No
As
of February 14, 2011, the registrant had 9,042,809 of its Class A common stock outstanding
and 19,736,720 of its Class B common stock outstanding.
The aggregate market value of the voting and non-voting common equity held by non-affiliates
of the registrant (assuming solely for the purposes of this calculation that all directors and
executive officers of the registrant are affiliates) as of June 30, 2010 was approximately
$373,047,753 for the Class B common stock (the only stock of the registrant that trades in a public
market) and $9,042,809 for the Class A common stock (valued at its par value of $1.00 since it is
not publicly traded).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement to be delivered to shareholders in connection with
the Annual Meeting of Shareholders to be held on April 29, 2011 are incorporated by reference into
Parts II and III of this Annual Report on Form 10-K.
Triple-S Management Corporation
FORM 10-K
For The Fiscal Year Ended December 31, 2010
Table of Contents
Page 2
Part I
Item 1. Business
General Description of Business and Recent Developments
Triple-S Management Corporation (Triple-S, TSM, the Company, the Corporation,
we, us or our) is one of the leading managed care companies in Puerto Rico, serving
approximately 789,000 members across all regions, and holds a leading market position covering
approximately 21.2% of the population. We have the exclusive right to use the Blue Cross and Blue
Shield (BCBS) names and marks throughout Puerto Rico and the U.S. Virgin Islands and over 50
years of experience in the managed care industry. We offer a broad portfolio of managed care and
related products in the commercial and Medicare markets. Until September 30, 2010 we provided
managed care services to the Puerto Rico Health Insurance Plan (similar to Medicaid) (HIP or
Medicaid). Our HIP contracts expired by their own terms on September 30, 2010; thus, since
October 1st, 2010 we no longer provide services to Medicaid enrollees.
We serve a wide range of customer segments from corporate accounts, federal and local
government employees and individuals to Medicare recipients with a wide range of managed care
products. We market our managed care products through an extensive network of independent agents
and brokers located throughout Puerto Rico as well as an internal salaried sales force.
We also offer complementary products and services, including life insurance, accident and
disability insurance and property and casualty insurance. We are the leading provider of life
insurance policies in Puerto Rico.
Substantially all premiums generated by our insurance subsidiaries are from customers within
Puerto Rico. In addition, all of our long-lived assets, other than financial instruments,
including deferred policy acquisition costs and value of business acquired and the deferred tax
assets, are located within Puerto Rico.
On February 7, 2011, TSM announced that Triple-S Salud, Inc. (TSS), our managed care
subsidiary, completed the acquisition of 100% of the outstanding capital stock of Socios Mayores en
Salud Holdings, Inc. (SMSH), the ultimate parent company of American Health, Inc. (AHI), a
provider of Medicare Advantage services to over 40,000 dual and non-dual eligible members in Puerto
Rico. The cost of this acquisition was approximately $83 million, funded with unrestricted cash.
For the twelve months ended December 31, 2010 AHI reported unaudited premium revenue of
approximately $380 million. The results of operations and financial condition of the Corporation
included in this Annual Report on Form 10-K do not reflect the acquisition or operations of SMSH.
The Company is in the process of obtaining third-party valuations of certain intangible assets;
thus, as of this date it is not possible to determine the allocation of the purchase price to the
net assets acquired.
On September 29, 2010, we announced the immediate commencement of a $30.0 million share
repurchase program, as authorized by our Board of Directors. This program is being conducted in
accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934.
In this Annual Report on Form 10-K, references to shares or common stock refer
collectively to our Class A and Class B common stock, unless the context indicates otherwise. All
share and per share amounts in this Annual Report on Form 10-K have been restated to reflect the
3,000-for-one common stock split effected by us on May 1, 2007.
Industry Overview
Managed Care
In response to an increasing focus on health care costs by employers, the government and
consumers, there has been a growth in alternatives to traditional indemnity health insurance, such
as Health Maintenance Organizations (HMOs) and Preferred Provider Organizations (PPOs). Through
the introduction of these alternatives the managed care industry has attempted to contain the cost
of health care by negotiating contracts with hospitals, physicians and other providers to deliver
health care to plan members at favorable rates. These products usually feature medical management
and other quality and cost optimization measures such as pre-admission review and approval for
certain non-emergency services, pre-authorization of certain outpatient surgical procedures,
network credentialing to determine that network doctors and hospitals have the required
certifications and expertise, and
Page 3
various levels of care management programs to help members better understand and navigate the
medical system. In addition, providers may have incentives to achieve certain quality measures or
may share medical cost risk. Members generally pay co-payments, coinsurance and deductibles when
they receive services. While the distinctions between the various types of plans have lessened
over recent years, PPO products generally provide reduced benefits for out-of-network services,
while traditional HMO products generally provide little to no reimbursement for non-emergency
out-of-network utilization. An HMO plan may also require members to select one of the network
primary care physicians to coordinate their care and approve any specialist or other services.
The government of the United States of America (the U.S. government or federal government)
provides hospital and medical insurance benefits to eligible people aged 65 and over as well as
certain other qualified persons through the Medicare program, including the Medicare Advantage
program. The federal government also offers prescription drug benefits to Medicare eligibles, both
as part of the Medicare Advantage program and on a stand-alone basis, pursuant to Medicare Part D
(also referred to as PDP stand-alone product or PDP). In addition, the government of the
Commonwealth of Puerto Rico (the government of Puerto Rico) provides managed care coverage to the
medically indigent population of Puerto Rico.
Recently we have noticed that economic factors and greater consumer awareness have resulted in
(a) the increasing popularity of products that offer larger, more extensive networks, more member
choice related to coverage, physicians and hospitals, greater access to preventive care and
wellness programs, and a desire for greater flexibility for customers to assume larger deductibles
and co-payments in return for lower premiums and (b) products with lower benefits and a narrower
network in exchange for lower premiums. We believe we are well positioned to respond to these
market preferences due to the breadth and flexibility of our product offering and size of our
provider networks.
We are licensed by Blue Cross and Blue Shield Association (BCBSA) to use the Blue Cross
Blue Shield name and mark in Puerto Rico and the U.S. Virgin Islands. The BCBSA had 39
independent licensees as of December 31, 2010. BCBS membership stood at 97.6 million members at
September 30, 2010, which represents 31.4% of the U.S. population. The BCBS plans work
cooperatively in a number of ways that create significant market advantages, especially when
competing for very large, multi-state employer groups. For example, all BCBS plans participate in
the BlueCard program, which effectively creates a national Blue network. Each plan is able to
take advantage of other BCBS plans broad provider networks and negotiated provider reimbursement
rates where a member covered by a policy in one state or territory lives or travels outside such
state or territory. The BlueCard program is a source of revenue for TSS from services provided in
Puerto Rico to individuals who are customers of other BCBS plans and also provides us a significant
network in the U.S, creating a significant competitive advantage for us because Puerto Ricans
frequently travel to the continental United States.
Life Insurance
Total annual premiums in Puerto Rico for the nine months ended September 30, 2010 for the
life insurance market approximated $1.1 billion. The main products in this market are ordinary
life, cancer and other dreaded diseases, term life, disability and annuities. The main
distribution channels are independent agents. In recent years banks have established general
agencies to cross sell many life insurance products, such as term life and credit life.
Property and Casualty Insurance Segment
The total property and casualty market in Puerto Rico in terms of gross premiums written
as of September 30, 2010 was approximately $1.4 billion. Property and casualty insurance companies
compete for the same accounts through aggressive pricing, more favorable policy terms and better
quality of services. The main lines of business in Puerto Rico are personal and commercial auto,
commercial multi peril, fire and allied lines and other general liabilities. Approximately 69% of
the market is written by the top six companies in terms of market share, and approximately 88% of
the market is written by companies incorporated under the laws of, and which operate principally in
Puerto Rico.
The Puerto Rican property and casualty insurance market is highly dependent on reinsurance and
some local carriers have diversified their operations outside Puerto Rico.
Puerto Ricos Economy
Puerto Ricos economy experienced a considerable transformation during the past
sixty-five years, passing from an agriculture economy to an industrial one. Virtually every sector
in the economy participated in this expansion.
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Factors contributing to this expansion include government-sponsored economic developments
programs, increases in the level of federal transfer payments, and the relatively low cost of
borrowing. In some years, these factors were aided by a significant rise in the construction
investment driven by infrastructure projects, private investment, primarily in housing, and
relatively low oil prices. Nevertheless, the significant oil price increases during the past five
years, the continuous contraction of the manufacturing sector, and budgetary pressures on
government finances have triggered a general contraction in the economy. Puerto Ricos economy is
currently in a recession that began in the fourth quarter of fiscal year 2006, during which the
real gross national product grew by only 0.5%. For fiscal years 2007 and 2008, the real gross
national product contracted by 1.2% and 2.8%, respectively. For fiscal year 2009, the real gross
national product also contracted by 3.7%. In March 2010, the Puerto Rico Planning Board (the
Planning Board) announced that it was projecting a contraction of 3.6% in real gross national
product for fiscal year 2010 and an increase of 0.4% in real gross national product for fiscal year
2011. The forecast for fiscal year 2011 took into account the estimated effect of the projected
growth of the U.S. economy, tourism activity, personal consumption expenditures, U.S. federal
government stimulus package, and the acceleration of investment in construction due to the
government of Puerto Ricos local stimulus package and the establishment of public-private
partnerships.
Personal income, both aggregate and per capita, has increased consistently each fiscal year
from 1947 to 2009. In fiscal year 2009, aggregate personal income was $59.0 billion and personal
income per capita was $14,905. During the first ten months of fiscal year 2010, total employment
averaged 1,106,600, a decline of 5.9% with respect to the same period of the prior year; and the
unemployment rate averaged 15.9%.
The economy of Puerto Rico is closely linked to that of the continental United States, as most
of the external factors that affect the Puerto Rico economy (other than the price of oil) are
determined by the policies and results of the U.S. These external factors include exports, direct
investment, the amount of federal transfer payments, the level of interest rates, the rate of
inflation, and tourist expenditures. In the past, the economy of Puerto Rico has generally
followed economic trends in the overall United States economy. However, in recent years economic
growth in Puerto Rico has lagged behind growth in the United States.
The dominant sectors of the Puerto Rico economy in terms of production and income are
manufacturing and services. The manufacturing sector has undergone fundamental changes over the
years as a result of increased emphasis on higher wage, high technology industries, such as
pharmaceuticals, biotechnology, computers, microprocessors, professional and scientific
instruments, and certain high technology machinery and equipment. The services sector, which
includes finance, insurance, real estate, wholesale and retail trade, transportation,
communications and public utilities, and other services, plays a major role in the economy. It
ranks second to manufacturing in contribution to the gross domestic product and leads all sectors
in providing employment.
On March 12, 2009, the government of Puerto Rico approved various temporary revenue raising
measures, including a modification to the alternative minimum tax on corporations that limits
deductions for expenses incurred outside Puerto Rico and a 5% surcharge on corporations, including
insurance companies. The government of Puerto Rico has developed a comprehensive long-term
economic development plan aimed at improving overall competitiveness and business environment and
increasing private-sector participation in the economy. As part of this plan, the permitting and
licensing process was modernize to provide for a leaner and more efficient process that fosters
economic development. Furthermore, the government proposes to (i) strengthen the labor market and
encourage greater labor-force participation by bringing out-of-date labor laws and regulations in
line with U.S. and international standards, (ii) adopt a new energy policy that seeks to lower
energy costs and reduce energy-price volatility by reducing Puerto Ricos dependence on fuel oil
and the promotion of diverse, renewable-energy technologies, and (iii) adopt a comprehensive tax
reform in two phases. The first phase of the tax reform was enacted in the last quarter of 2010
and was mostly related to reducing the income tax burden to individuals. For 2010 only,
corporations received an income tax credit amounting to 7% of the tax
determined, defined as the tax liability less certain credits. The second phase
of the reform, which was approved on January 31, 2011, provides for the reduction of the maximum
corporate income tax rate from 40.95% to approximately 30% including
the elimination of the above mentioned 5% surcharge on corporations, as well as adding several tax credits and deductions,
among other tax reliefs and changes.
In addition, to further stimulate economic development the government of Puerto Rico enacted
an act establishing a clear public policy and legal framework for public-private partnerships to
finance and develop infrastructure projects and operate and manage certain public assets. See
Item 1A. Risk FactorsRisks Related to Our BusinessThe geographic concentration of our
business in Puerto Rico may subject us to economic downturns in the
region.
Page 5
Products and Services
Managed Care
Through our subsidiary TSS, we offer a broad range of managed care products, including
HMOs, PPOs, Medicare Supplement, Medicare Advantage and Medicare Part D. Managed care products
represented approximately 89% of our consolidated premiums earned, net for the years ended December
31, 2010, 2009 and 2008. We design our products to meet the needs and objectives of a wide range
of customers, including employers, individuals and government entities. Our customers either
contract with us to assume underwriting risk or they self-fund underwriting risk and rely on us for
provider network access, medical cost management, claim processing, stop-loss insurance and other
administrative services. Our products vary with respect to the level of benefits provided, the
costs paid by employers and members, including deductibles and co-payments, and the extent to which
our members access to providers is subject to referral or preauthorization requirements.
Managed care generally refers to a method of integrating the financing and delivery of health
care within a system that manages the cost, accessibility and quality of care. Managed care
products can be further differentiated by the types of provider networks offered, the ability to
use providers outside such networks and the scope of the medical management and quality assurance
programs. Our members receive medical care from our networks of providers in exchange for premiums
paid by the individuals or their employers, including governmental entities, and, in some
instances, a cost-sharing payment between the employer and the member. We reimburse network
providers according to pre-established fee arrangements and other contractual agreements.
We currently offer the following managed care plans:
Health Maintenance Organization (HMO). We offer HMO plans that provide members
with health care coverage for a fixed monthly premium in addition to applicable member co-payments.
Health care services can include emergency care, inpatient hospital and physician care, outpatient
medical services and supplemental services such as dental, vision, behavioral and prescription
drugs, among others. Members must select a primary care physician within the network to provide and
assist in managing care, including referrals to specialists.
Preferred Provider Organization (PPO). We offer PPO managed care plans that
provide our members and their dependent family members with health care coverage in exchange for a
fixed monthly premium. In addition, we provide our PPO members with access to a larger network of
providers than our HMO. In contrast to our HMO product, we do not require our PPO members to
select a primary care physician or to obtain a referral to utilize in-network specialists. We also
provide coverage for PPO members who access providers outside of the network. Out-of-network
benefits are generally subject to a higher deductible and coinsurance. We also offer national
in-network coverage to our PPO members through the BlueCard program.
BlueCard. For our members who purchase our PPO and selected members under ASO
arrangements, we offer the BlueCard program. The BlueCard program offers these members in-network
benefits through the networks of the other BCBS plans in the United States and certain U.S.
territories. In addition, the BlueCard worldwide program provides our PPO members with coverage
for medical assistance worldwide. We believe that the national and international coverage provided
through this program allows us to compete effectively with large national insurers.
Medicare Supplement. We offer Medicare Supplement products, which provide
supplemental coverage for many of the medical expenses that the Medicare Parts A and B programs do
not cover, such as deductibles, coinsurance and specified losses that exceed this programs maximum
benefits.
Prescription Drug Benefit Plans. Every Medicare beneficiary must be given the
opportunity to select a prescription drug plan through Medicare Part D, largely funded by the
federal government. We are required to offer a Medicare Part D prescription drug plan to our
enrollees in every area in which we operate. We offer prescription drug benefits under Medicare
Part D in our Medicare Advantage plans as well as on a stand-alone basis. We also offer a Drug
Discount Card for local government employees and individuals. The Drug Discount Card program is
not insurance, but rather provides access to discounts from contracted pharmacies. As of December
31, 2010, we had enrolled approximately 26,000 members in the Drug Discount Card program. We plan
to continue extending the program to members in group plans without drug coverage during 2011.
Page 6
Administrative Services Only. In addition to our fully insured plans, we also
offer our PPO products on a self-funded or ASO basis, under which we provide claims processing and
other administrative services to employers. Employers choosing to purchase our products on an ASO
basis fund their own claims but their employees are able to access our provider network at our
negotiated discounted rates. We administer the payment of claims to the providers but we do not
bear any insurance risk in connection with claims costs because we are reimbursed in full by the
employer, thus we are only subject to credit risk in this business. For certain self-funded plans,
we provide stop loss insurance pursuant to which we assume some of the medical risk for a premium.
The administrative fee charged to self-funded groups is generally based on the size of the group
and the scope of services provided.
Life Insurance
We offer a wide variety of life, accident, disability and health and annuity products in
Puerto Rico through our subsidiary Triple-S Vida, Inc. (TSV). Life insurance premiums
represented approximately 6% of our consolidated premiums earned, net for the years ended December
31, 2010, 2009 and 2008. TSV markets in-home service life and supplemental health products through
a network of company-employed agents. Ordinary life, cancer and dreaded diseases (Cancer line of
business), and pre-need life products are marketed through independent agents. TSV is the leading
distributor of life products in Puerto Rico. We are the principal home service company in Puerto
Rico and offer guaranteed issue, funeral and cancer policies to the lower and middle income market
segments directly to people in their homes. We also market our group life and disability coverages
through our managed care subsidiarys network of exclusive agents.
Property and Casualty Insurance
We offer a wide range of property and casualty insurance products through our subsidiary
Triple-S Propiedad, Inc. (TSP). Property and casualty insurance premiums represented
approximately 5% of our consolidated premiums earned, net for the years ended December 31, 2010,
2009 and 2008. Our predominant lines of business are commercial multi-peril, commercial property
mono-line, auto physical damage, auto liability and dwelling policies. This segments commercial
lines target small to medium size accounts. We generate a majority of our dwelling business
through our strong relationships with financial institutions.
Due to our geographical location, property and casualty insurance operations in Puerto Rico
are subject to natural catastrophic activity, in particular hurricanes and earthquakes. As a
result, local insurers, including ourselves, rely on the international reinsurance market. The
property and casualty insurance market is affected by the cost of reinsurance, which varies with
the catastrophic experience.
We maintain a comprehensive reinsurance program as a means of protecting our surplus in the
event of a catastrophe. Our policy is to enter into reinsurance agreements with reinsurers
considered to be financially sound. Practically all our reinsurers have an A.M. Best rating of
''A- or better, or an equivalent rating from other rating agencies. During the year ended
December 31, 2010, 40.0% of the premiums written in the property and casualty insurance segment
were ceded to reinsurers. Although these reinsurance arrangements do not relieve us of our direct
obligations to our insureds, we believe that the risk of our reinsurers not paying balances due to
us is low.
Marketing and Distribution
Our marketing activities concentrate on promoting our strong brand, quality care,
customer service efforts, size and quality of provider networks, flexibility of plan designs,
financial strength and breadth of product offerings. We distribute our products through several
different channels, including our salaried and commission-based internal sales force, direct mail,
independent brokers and agents and telemarketing staff. We also use our website to market our
products.
Branding and Marketing
Our branding and marketing efforts include brand advertising, which focuses on the
Triple-S name and the Blue Cross Blue Shield mark, acquisition marketing, which focuses on
attracting new customers, and institutional advertising, which focuses on our overall corporate
image. We believe that the strongest element of our brand identity is the Triple-S name. We
seek to leverage what we believe to be the high name recognition and comfort level that many
existing and potential customers associate with this brand. Acquisition marketing consists of
business-to-business marketing efforts which are used to generate leads for brokers and our sales
force as well as
Page 7
direct-to-consumer marketing efforts which are used to add new customers to our direct pay
businesses. Institutional advertising is used to promote key corporate interests and overall
company image. We believe these efforts support and further our competitive brand advantage. We
will continue to utilize the Triple-S name and the Blue Cross Blue Shield mark for all managed care
products and services in Puerto Rico and the U.S. Virgin Islands, except for Medicare Advantage
products and services offered through our recently acquired subsidiary, AHI, which will continue
using its own name and will not carry the BCBS mark.
Sales and Marketing
We employ a wide variety of sales and marketing activities. Such activities are closely
regulated by the Centers for Medicare and Medicaid Services (CMS) of the U.S. Department of Health
and Human Services (HHS) and other government of Puerto Rico agencies. For example, our sales
and marketing materials must be approved in advance by the applicable regulatory authorities, and
they often impose other regulatory restrictions on our marketing activities.
Distribution
Managed Care Segment. We rely principally on our internal sales force and a network of
independent brokers and agents to market our products. Individual policies and Medicare Advantage
products are sold entirely through independent agents who exclusively sell our individual products,
and group products are sold through our 65 person internal sales force as well as our approximately
168 independent brokers and agents. We believe that each of these marketing methods is optimally
suited to address the specific needs of the customer base to which it is assigned.
Strong competition exists among managed care companies for brokers and agents with
demonstrated ability to secure new business and maintain existing accounts. The basis of
competition for the services of such brokers and agents are commission structure, support services,
reputation and prior relationships, the ability to retain clients and the quality of products. We
pay commissions on a monthly basis based on premiums paid. We believe that we have good
relationships with our brokers and agents, and that our products, support services and commission
structure are highly competitive in the marketplace.
Life Insurance Segment. In our life insurance segment, we offer our insurance
products through our own network of both company-employed and independent agents, as well as group
life and disability insurance coverage through our managed care network of agents. We place a
majority of our premiums (56% and 57% during the years ended December 31, 2010 and 2009,
respectively) through direct selling to customers in their homes. TSV employs approximately 600
full-time active agents and managers and utilizes approximately 800 independent agents and brokers.
For individual policies, we advance first year commissions upon issuance and for group policies,
we pay commissions on a monthly basis based on premiums received. In addition, TSV has over 400
agents that are licensed to sell certain of our managed care products.
Property and Casualty Insurance Segment. In our property and casualty insurance
segment, business is exclusively subscribed through approximately 17 general agencies, including
our insurance agency, Triple-S Insurance Agency, Inc. (TSIA), where business is placed by
independent insurance agents and brokers. During the years ended December 31, 2010, 2009 and 2008
TSIA placed approximately 49%, 47% and 45% of TSPs total premium volume, respectively. The
general agencies contracted by TSP remit premiums net of their respective commission.
Customers
Managed Care
We offer our products in the managed care segment to two distinct market sectors in
Puerto Rico. The following table sets forth enrollment information with respect to each sector at
December 31, 2010:
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Enrollment at |
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Market Sector |
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December 31, 2010 |
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Percentage of Total Enrollment |
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Commercial |
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725,328 |
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91.9 |
% |
Medicare |
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63,553 |
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8.1 |
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Total |
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788,881 |
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100.0 |
% |
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Commercial Sector
The commercial accounts sector includes corporate accounts, federal government employees,
individual accounts, local government employees, and Medicare Supplement.
Corporate Accounts. Corporate accounts consist of small (2 to 50 employees) and
large employers (over 50 employees). Employer groups may choose various funding options ranging
from fully-insured to self-funded financial arrangements or a combination of both. While
self-funded clients participate in our managed care networks, the clients bear the claims risk,
except to the extent they maintain stop loss coverage.
Federal Government Employees. For more than 40 years, we have maintained our
leadership in providing managed care services to federal government employees in Puerto Rico. We
provide our services to these employees under the Federal Employees Health Benefits Program
pursuant to a direct contract with the United States Office of Personnel Management (OPM). We
are one of two companies in Puerto Rico that has such a contract with OPM. Every year, OPM allows
other insurance companies to compete for this business, provided such companies comply with the
applicable requirements for service providers. This contract is subject to termination in the
event of noncompliance not corrected to the satisfaction of OPM.
Individual Accounts. We provide managed care services to individuals and their
dependent family members who contract these services directly with us though our network of
independent brokers. We provide individual and family contracts.
Local Government Employees. We provide managed care services to the local
government employees of Puerto Rico through a government-sponsored program whereby TSS assumes the
risk of both medical and administrative costs for its members in return for a monthly premium. The
government qualifies on an annual basis the managed care companies that participate in this program
and sets the coverage, including benefits, co-payments and amount to be contributed by the
government. Employees then select from one of the authorized companies and pays for the difference
between the premium of the selected carrier and the amount contributed by the government.
Medicare Supplement. We offer Medicare Supplement products, which provide
supplemental coverage for many of the medical expenses that the Medicare Parts A and B programs do
not cover, such as deductibles, coinsurance and specified losses that exceed the federal programs
maximum benefits.
Medicare Advantage Sector
Medicare is a federal program administered by CMS that provides a variety of hospital and
medical insurance benefits to eligible persons aged 65 and over as well as to certain other
qualified persons. Medicare, with the approval of the Medicare Modernization Act, started
promoting a managed care organizations (MCO) sponsored Medicare product that offers benefits
similar to or better than the traditional Medicare product, but where the risk is assumed by the
MCOs. This program is called Medicare Advantage. We entered into the Medicare Advantage market in
2005 and have contracts with CMS to provide extended Medicare coverage to Medicare beneficiaries
under our Medicare Optimo, Medicare Selecto and Medicare Platino policies. Under these annual
contracts, CMS pays us a set premium rate based on membership that is risk adjusted for health
status. Depending on the total benefits offered, for certain of our Medicare Advantage products
the member will also be required to pay a premium.
Our Medicare Selecto and Medicare Platino policies target the sector of the population
eligible for both Medicare and Medicaid, or dual-eligible beneficiaries. The government of Puerto
Rico has implemented a plan to allow dual-eligibles enrolled in Medicaid to move to a Medicare
Advantage plan under which the government, rather than the insured, will assume all of the premiums
for additional benefits not included in the Medicare Advantage programs, such as deductibles and
co-payments of prescription drug benefits.
Medicare also provides a prescription drug program (Medicare Part D). Medicare
beneficiaries are given the opportunity to select a Medicare Part D prescription drug plan provided
by MCOs or other Part D sponsors. Our Medicare Advantage policies offer Medicare Part D coverage
to our members throughout our service area. We also offer a stand-alone Medicare Part D
prescription drug benefits product known as FarmaMed.
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Life Insurance
Our life and health insurance customers consist primarily of individuals, who hold
approximately 465,000 policies, and we insure approximately 1,400 groups.
Property and Casualty Insurance
Our property and casualty insurance segment targets small to medium size accounts with
low to average exposures to catastrophic losses. Our dwelling insurance line of business aims for
rate stability and seeks accounts with a very low exposure to catastrophic losses. Our auto
physical damage and auto liability customer bases consist primarily of commercial accounts.
Underwriting and Pricing
Managed Care
We strive to maintain our market leadership by trying to provide all of our managed care
members with the best health care coverage at reasonable cost. We believe that disciplined
underwriting and appropriate pricing are core strengths of our business and important competitive
advantages. We continually review our underwriting and pricing guidelines on a product-by-product
and customer group-by-group basis to maintain competitive rates in terms of both price and scope of
benefits. Pricing is based on the overall risk level and the estimated administrative expenses
attributable to each particular segment.
Our claims database enables us to establish rates based on each renewing group claims
experience, which provides us with important insights about the risks in our service areas. We
tightly manage the overall rating process and have processes in place to ensure that underwriting
decisions are made by properly qualified personnel. In addition, we have developed and implemented
a utilization review and fraud and abuse prevention program.
We have been able to maintain relatively high retention rates, which is the percentage of
existing business retained in the renewal process, in the corporate accounts sector of our managed
care business and since 2003 have maintained our market share in that sector. The retention rate
in our corporate accounts has been 95% or above in each of the last five years.
Our managed care rates are set prospectively, meaning that a fixed premium rate is determined
at the beginning of each contract year and revised at renewal. We renegotiate the premiums of
different groups in the corporate accounts subsector as their existing annual contracts become due.
We set rates for individual contracts based on the most recent semi-annual claims data. We
consider the actual claims trend of each group when determining the premium rates for the following
contract year. Rates in the Medicare sector and for federal and local government employees are
generally set on an annual basis through negotiations with the U.S. federal and Puerto Rico
governments, as applicable.
Life Insurance
Our individual life insurance business has been priced using mortality, morbidity, lapses
and expense assumptions which approximate actual experience for each line of business. We review
pricing assumptions on a regular basis. Individual insurance applications are reviewed by using
common underwriting standards in use in the United States, and only those applications that meet
these commonly used underwriting requirements are approved for policy issuance. Our group life
insurance business is written on a group-by-group basis. We develop the pricing for our group life
business based on mortality and morbidity experience and estimated expenses attributable to each
particular line of business.
Property and Casualty Insurance
The property and casualty insurance sector is experiencing a soft market in Puerto Rico,
principally as a result of economic conditions. Lower reinsurance costs have also contributed to
soft market conditions. Notwithstanding these conditions, our property and casualty segment has
maintained its leadership position in the property insurance sector by following prudent
underwriting and pricing practices.
Our core business is comprised of small and medium-sized accounts. We have been able to
maintain a stable volume of business as the result of attentive risk assessment and strict
adherence to underwriting guidelines,
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combined with maintenance of competitive rates on above-par
risks designed to maintain a relatively high retention ratio. Underwriting strategies and
practices are closely monitored by senior management and constantly updated based on market trends,
risk assessment results and loss experience. Commercial risks in particular are fully reviewed by
our underwriters.
Quality Initiatives and Medical Management
We utilize a broad range of focused traditional cost containment and advanced care
management processes across various product lines. We continue to enhance our management
strategies, which seek to control claims costs while striving to fulfill the needs of highly
informed and demanding managed care consumers. One of these strategies is the reinforcement of
population and case management programs, which empower consumers by educating them and engaging
them in actively maintaining or improving their own health. Early identification of patients and
inter-program referrals are the focus of these programs, which allow us to provide integrated
service to our customers based on their specific conditions. The population management programs
include programs that target asthma, congestive heart failure, hypertension, diabetes, and a
prenatal program that focuses on preventing prenatal complications and promoting adequate
nutrition. We developed a medication therapy management program aimed at plan members who are
identified as having high drug utilization and unrelated diagnostics. We commenced this program in
2010 and expect to fully deploy the program to all our groups during 2011. In addition, we have a
contract with McKesson Health Solutions (McKesson) pursuant to which they provide to our members
a 24-hour telephone-based triage program and health information services. McKesson also provides
utilization management services for our Medicare sector. We intend to maximize utilization of
population and case management programs among our insured populations and expand the medication
therapy management program to the Commercial sector. Other strategies include innovative
partnerships and business alliances with other entities to provide new products and services such
as an employee assistance program and the promotion of evidence-based protocols and patient safety
programs among our providers. We also employ registered nurses and social workers to manage
individual cases and coordinate healthcare services. We reviewed our hospital concurrent review
program, the goal of which is to monitor the appropriateness of high admission rate diagnoses and
unnecessary stays. To expand the scope of the revision, we established a phone based review for
low admissions hospitals, which freed resources to cover the biggest hospitals and allowed the
onsite nurses to participate in the patient discharge planning, referral to programs, the quality
of the services, including the occurrence of never events. As part of the cost containment
measures we have preauthorization services for certain procedures and the mandatory validation of
member eligibility prior to accessing services. In addition, we provide a variety of services and
programs for the acute, chronic and complex populations. These services and programs seek to
enhance quality at physicians premises, thus reducing emergency care and hospitalizations. We
promote the use of a formulary for accessing medications, encouraging the use of generic drugs in
the three-tier formulary, which offers three co-payment levels.
We have also established an exclusive pharmacy network with higher discounted rates than our
broader network. In addition, through arrangements with our pharmacy benefits manager, we are able
to obtain discounts and rebates on certain medications based on formulary listing and market share.
We have designed a comprehensive Quality Improvement Program (QIP). This program is
designed with a strong emphasis on continuous improvement of clinical and service indicators, such
as Health Employment Data Information Set (HEDIS) and Consumer Assessment of Healthcare Providers
and Systems (CAHPS) measures. Our QIP also includes a Physician Incentive Program (PIP) and a
Hospital Quality Incentive Program (HQIP), which are directed to support corporate quality
initiatives, utilizing clinical and benchmark criteria developed by governmental agencies and
professional organizations. The PIP encourages the participation of members in chronic care
improvement programs and the achievement of specific clinical outcomes. The HQIP encourages
participating hospitals to achieve the national benchmarks related to the five core measures
established by CMS and the Joint Commission.
Information Systems
We have developed and implemented integrated and reliable information technology systems
that we believe have been critical to our success. Our systems collect and process information
centrally and support our core administrative functions, including premium billing, claims
processing, utilization management, reporting, medical
cost trending, as well as certain member and provider service functions, including enrollment,
member eligibility verification, claims status inquiries, and referrals and authorizations.
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In addition, we selected Quality Care Solutions, Inc. (QCSI) to implement a new core business
application for our managed care segment. QCSI was subsequently acquired by The Trizetto Company.
In the second quarter of 2010, our Managed Care segment began transitioning to the new electronic
data processing system. This transition will continue into the third quarter of 2011, when we
expect to complete the full migration. Total external costs for the entire project are expected to
amount approximately $55.0 million.
This new core business application is intended to provide functionality and flexibility to
allow us to offer new services and products and facilitate the integration of future acquisitions.
It also designed to improve customer service, enhance claims processing and contain operational
expenses.
Provider Arrangements
Approximately 98% of member services are provided through one of our contracted provider
networks and the remainder are provided by out-of-network providers. Our relationships with
managed care providers, physicians, hospitals, other facilities and ancillary managed care
providers are guided by standards established by applicable regulatory authorities for network
development, reimbursement and contract methodologies. As of December 31, 2010, we had provider
contracts with approximately 5,400 primary care physicians, 3,700 specialists and 60 hospitals.
We contract with our managed care providers in different forms, including capitation-based
reimbursement. For certain ancillary services, such as behavioral health services and primary care
services in our Medicare Optimo product, we generally enter into capitation arrangements with
entities that offer broad based services through their own contracts with providers. We attempt to
provide market-based reimbursement along industry standards. We seek to ensure that providers in
our networks are paid in a timely manner, and we provide means and procedures for claims
adjustments and dispute resolution. We also provide a dedicated service center for our providers.
We seek to maintain broad provider networks to ensure member choice while implementing effective
management programs designed to improve the quality of care received by our members.
We promote the use of electronic claims billing by our providers. Approximately 93% of claims
are submitted electronically through our fully automated claims processing system, and our
first-pass rate, or rate at which a claim is approved for payment when first processed by our
system without human intervention, for provider claims has averaged 86% and 85% in 2010 and 2009,
respectively.
We believe that physicians and other providers primarily consider member volume, reimbursement
rates, timeliness of reimbursement and administrative service capabilities along with the
non-hassle factor, or reduction of non-value adding administrative tasks, when deciding whether
to contract with a managed care plan. As a result of our established position in the Puerto Rican
market, the strength of the Triple-S name and our association with the BCBSA, we believe we have
strong relationships with hospital and provider networks leading to a strong competitive position
in terms of hospital count, number of providers and number of in-network specialists.
Hospitals. We generally contract for hospital services to be paid on an
all-inclusive per diem basis, which includes all services necessary during a hospital stay.
Negotiated rates vary among hospitals based on the complexity of services provided. We annually
evaluate these rates and revise them, if appropriate.
Physicians. Fee-for-service is our predominant reimbursement methodology for
physicians in our PPO products and services referred by the independent practice associations
(IPAs) under capitation agreements. Our physician rate schedules applicable to services provided
by in-network physicians are pegged to a resource-based relative value system fee schedule and then
adjusted for competitive rates in the market. This structure is similar to reimbursement
methodologies developed and used by the Medicare program and other major payers. Payments to
physicians under the Medicare Advantage program are based on Medicare fees. For certain of our
Medicare products we contract with IPAs in the form of capitation-based reimbursement for certain
risks. We have a network of IPAs that provide managed care services to our members in exchange for
a capitation fee. The IPAs assume the costs of certain primary care services provided and referred
by their primary care physicians (PCPs), including procedures and in-patient services not related
to risks assumed by us.
Services are provided to our members through our network providers with whom we contract
directly. Members seeking medical treatment outside of Puerto Rico are served by providers in these
areas through the BlueCard program, which offers access to the provider networks of the other BCBS
plans.
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Subcontracting. We subcontract our triage call center, certain utilization
management, mental and substance abuse health services, and pharmacy benefits management services
through contracts with third parties.
In addition, we contract with a number of other ancillary service providers, including
laboratory service providers, home health agency providers and intermediate and long-term care
providers, to provide access to a wide range of services. These providers are normally paid on
either a fee schedule or fixed per day or per case basis.
Competition
The insurance industry in Puerto Rico is highly competitive and is comprised of both
local and national entities. The approval of the Gramm-Leach-Bliley Act of 1999, which applies to
financial institutions in the United States, including those domiciled in Puerto Rico, has opened
the insurance market to new competition by allowing financial institutions such as banks to enter
into the insurance business. Several banks in Puerto Rico have established subsidiaries that
operate as insurance agencies, brokers and reinsurers.
Managed Care
The managed care industry is highly competitive, both nationally and in Puerto Rico.
Competition continues to be intense due to aggressive marketing, business consolidations, a
proliferation of new products and increased quality awareness and price sensitivity among
customers. Industry participants compete for customers based on the ability to provide a total
value proposition which we believe includes quality of service and flexibility of benefit designs,
access to and quality of provider networks, brand recognition and reputation, price and financial
stability.
We believe that our competitive strengths, including our leading presence in Puerto Rico, our
Blue Cross Blue Shield license, the size and quality of our provider network, the broad range of
our product offerings, our strong complementary businesses and our experienced management team,
position us well to satisfy these competitive requirements.
Competitors in the managed care segment include national and local managed care plans. At
December 31, 2010 we have approximately 789,000 members enrolled in our managed care segment,
representing approximately 21.2% of the population of Puerto Rico. Our market share in terms of
premiums written in Puerto Rico was estimated at approximately 19% for the nine-month period ended
September 30, 2010. We offer a variety of managed care products, and are the leader by market
share in almost every sector, as measured by the share of premiums written. Our main competitors
are Medical Card Systems Inc., Aveta Inc. (or MMM Healthcare), and Humana Inc.
Life Insurance
We are one of the leading providers of life insurance products in Puerto Rico. In the
nine-month period ended September 30, 2010, we were the largest life insurance company in Puerto
Rico, as measured by direct premiums, with a market share of approximately 8%. We are the only
life insurance company that distributes our products through home service. However, we face
competition in each of our product lines. In the life insurance sector, excluding annuities, we
were the largest company with a market share of approximately 19%, and our main competitors are
Cooperativa de Seguros de Vida de Puerto Rico, AXA Equitable Life and National Life Insurance Co..
In the cancer sector, we were the second largest company with a market share of approximately 18%,
and our main competitors are AFLAC (sector leader) and Trans-Oceanic Life Insurance Company.
Property & Casualty Insurance
The property and casualty insurance market in Puerto Rico is extremely competitive. In
addition, soft market conditions have prevailed in Puerto Rico. In the local market, such
conditions mostly affected commercial risks, precluding rate increases and even provoking lower
premiums on both renewals and new business. Property and casualty insurance companies tend to
compete for the same accounts through price, policy terms and quality of services. We compete by
reasonably pricing our products and providing efficient services to producers, agents and clients.
In the nine-month period ended September 30, 2010, we were the fifth largest property and
casualty insurance company in Puerto Rico, as measured by direct premiums, with a market share of
approximately 8%. Our nearest competitor in the property and casualty insurance market in Puerto
Rico was Chartis Insurance Company of Puerto Rico (formerly American International Insurance
Company of Puerto Rico). The market leaders in the property and
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casualty insurance market in
Puerto Rico were Universal Insurance Group, MAPFRE Corporation, and Cooperativa de Seguros
Múltiples de Puerto Rico.
Blue Cross and Blue Shield License
We have the exclusive right to use the BCBS name and mark for the sale, marketing and
administration of managed care plans and related services in Puerto Rico and the U.S. Virgin
Islands. We believe that the BCBS name and mark are valuable brands of our products and services
in the marketplace. The license agreements, which have a perpetual term (but which are subject to
termination under circumstances described below), contain certain requirements and restrictions
regarding our operations and our use of the BCBS name and mark.
Upon the occurrence of any event causing the termination of our license agreements, we would
cease to have the right to use the BCBS name and mark in Puerto Rico and the U.S. Virgin Islands.
We also would no longer have access to the BCBSA networks of providers and BlueCard Program. We
would expect to lose a significant portion of our membership if we lose these licenses. Loss of
these licenses could significantly harm our ability to compete in our markets and could require
payment of a significant fee to the BCBSA. Furthermore, if our licenses were terminated, the BCBSA
would be free to issue a new license to use the BCBS name and marks in Puerto Rico and the U.S.
Virgin Islands to another entity, which could have a material adverse affect on our business,
financial condition and results of operations. See ''Item 1A. Risk FactorsRisks Related to Our
Business The termination or modification of our license agreements to use the BCBS name and mark
could have a material adverse effect on our business, financial condition and results of
operations.
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Events which could result in termination of our license agreements include, but are not limited to: |
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failure to maintain our total adjusted capital at or above 200% of Health Risk-Based Capital Authorized Control Level, as
defined by the National Association of Insurance Commissioners (NAIC) Risk Based Capital (RBC) Model Act; |
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failure to maintain liquidity of greater than one month of underwritten claims and administrative expenses, as defined by
the BCBSA, for two consecutive quarters; |
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failure to satisfy state-mandated statutory net worth requirements; |
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impending financial insolvency; and |
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a change of control not otherwise approved by the BCBSA or a violation of the BCBSA voting and ownership limitations on our
capital stock. |
The BCBSA license agreements and membership standards specifically permit a licensee to
operate as a for-profit, publicly-traded stock company, subject to certain governance and ownership
requirements.
Pursuant to our license agreements with BCBSA, at least 80% of the revenue that we earn from
health care plans and related services in Puerto Rico, and at least 66.7% of the revenue that we
earn from (or at least 66.7% of the enrollment for) health care plans and related services both in
the United States and in Puerto Rico together, must be sold, marketed, administered, or
underwritten through use of the Blue Cross Blue Shield name and mark. This may limit the extent to
which we will be able to expand our health care operations, whether through acquisitions of
existing managed care providers or otherwise, in areas where a holder of an exclusive right to the
Blue Cross Blue Shield name and mark is already present. Currently, the Blue Cross and Blue Shield
name and mark is licensed to other entities in all markets in the continental United States,
Hawaii, and Alaska.
As required by our BCBS license agreements, our articles of incorporation prohibit any
institutional investor from owning 10% or more of our voting power, any person that is not an
institutional investor from owning 5% or more of our voting power, and any person from beneficially
owning shares of our common stock or other equity securities, or a combination thereof,
representing a 20% or more ownership interest in us. To the extent that a person, including an
institutional investor, acquires shares in excess of these limits, our articles provide that we
will have the power to take certain actions, including refusing to give effect to a transfer or
instituting proceedings to enjoin or rescind a transfer, in order to avoid a violation of the
ownership limitation in the articles.
Pursuant to the rules and license standards of the BCBSA, we guarantee our subsidiaries
contractual and financial obligations to their respective customers. In addition, pursuant to the
rules and license standards of the BCBSA, we have agreed to indemnify the BCBSA against any claims
asserted against it resulting from our contractual and financial obligations.
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Each license requires an annual fee to be paid to the BCBSA. The fee is determined based
on a per-contract charge from products using the BCBS name and mark. The annual BCBSA fee for the
year 2011 is $1,764,143. During the years ended December 31, 2010 and 2009, we paid fees to the
BCBSA in the amount of $1,717,677 and $1,345,489, respectively. The BCBSA is a national trade
association of 39 Member Plans, the primary function of which is to promote and preserve the
integrity of the BCBS names and marks, as well as to provide certain coordination among the Member
Plans. Each Member Plan is an independent legal organization and is not responsible for
obligations of other BCBSA Member Plans. With a few limited exceptions, we have no right to market
products and services using the BCBS names and marks outside our BCBS licensed territory.
BlueCard. Under the rules and license standards of the BCBSA, other Member Plans
must make available their provider networks to members of the BlueCard Program in a manner and
scope as consistent as possible to what such member would be entitled to in his or her home region.
Specifically, the Host Plan (located where the member receives the service) must pass on discounts
to BlueCard members from other Member Plans that are at least as great as the discounts that the
providers give to the Host Plans local members. The BCBSA requires us to pay fees to any Host
Plan whose providers submit claims for health care services rendered to our members who receive
care in their service area. Similarly, we are paid fees for submitting claims and providing other
services to members of other Member Plans who receive care in our service area.
Claim Liabilities
We are required to estimate the ultimate amount of claims which have not been reported,
or which have been received but not yet adjudicated, during any accounting period. These
estimates, referred to as claim liabilities, are recorded as liabilities on our balance sheet. We
estimate claim reserves in accordance with Actuarial Standards of Practice promulgated by the
Actuarial Standards Board, the committee of the American Academy of Actuaries that establishes the
professional guidelines and standards for actuaries to follow. A significant degree of judgment is
involved in estimating reserves. We make assumptions regarding the propriety of using existing
claims data as the basis for projecting future payments. For additional information regarding the
calculation of claim liabilities, see Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations Critical Accounting Estimates ¯ Claim
Liabilities.
Investments
Our investment philosophy is to maintain a largely investment-grade fixed income
portfolio, provide adequate liquidity for expected liability durations and other requirements, and
maximize total return through active investment management.
We evaluate the interest rate risk of our assets and liabilities regularly, as well as the
appropriateness of investments relative to our internal investment guidelines. We operate within
these guidelines by maintaining a diversified portfolio, both across and within asset classes.
Investment decisions are centrally managed by investment professionals based on the guidelines
established by management and approved by our Investment and Financing Committee of the Board of
Directors (the Investment and Financing Committee). Our internal investment group is comprised
of the Chief Financial Officer, a Vice President and Treasurer, an investment analyst, and a
treasury operations analyst. The internal investment group uses an external investment consultant
and manages our short-term investments, fixed income portfolio and equity securities.
The Investment and Financing Committee monitors and approves investment policies and
procedures. The investment portfolio is managed following those policies and procedures, and any
exception must be reported to the Investment and Financing Committee.
For additional information on our investments, see Item 7A. Quantitative and Qualitative
Disclosures About Market Risk.
Trademarks
We consider our trademarks of Triple-S and SSS to be very important and material
to all segments in which we are engaged. In addition to these, other trademarks used by our
subsidiaries that are considered important have been duly registered with the Department of State
of Puerto Rico and the United States Patent and Trademark
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Office. It is our policy to register all our important and material trademarks in order to
protect our rights under applicable corporate and intellectual property laws. In addition, we have
the exclusive right to use the Blue Cross and Blue Shield name and mark in Puerto Rico and the
U.S. Virgin Islands. See Blue Cross and Blue Shield License.
Regulation
The operations of our managed care business are subject to comprehensive and detailed
regulation in Puerto Rico, as well as U.S. federal regulation. Supervisory agencies include the
Office of the Commissioner of Insurance of the Commonwealth of Puerto Rico (the Commissioner of
Insurance), the Division of Banking and Insurance of the Office of the Lieutenant Governor of the
U.S. Virgin Islands, the Health Department of the Commonwealth of Puerto Rico and the
Administration for Health Insurance of the government of Puerto Rico (ASES, for its Spanish
acronym), which administers the government of Puerto Rico Health Insurance Plan including the
dual-eligible beneficiaries program. Federal regulatory agencies that oversee our operations
include CMS, the Office of the Inspector General (OIG) of HHS, the Office of Civil Rights of HHS,
the U.S. Department of Justice, the U.S. Department of Labor, and OPM. These government agencies
have the right to:
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grant, suspend and revoke licenses to transact business; |
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regulate many aspects of the products and services we offer; |
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assess fines, penalties and/or sanctions; |
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monitor our solvency and adequacy of our financial reserves; and |
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regulate our investment activities on the basis of quality, diversification and other
quantitative criteria, within the parameters of a list of permitted investments set forth in
insurance laws and regulations. |
Our operations and accounts are subject to examination and audits at regular intervals by a
number of these agencies. In addition, the U.S federal and local governments continue to consider
and enact many legislative and regulatory proposals that have impacted, or could materially impact,
various aspects of the health care system. Some of the more significant current issues that may
affect our managed care business include:
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initiatives to provide greater access to coverage for uninsured and under-insured populations
without adequate funding to health plans or to be funded through taxes or other negative
financial levy on health plans; |
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payments to health plans that are tied to achievement of certain quality performance
measures; |
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other efforts or specific legislative changes to the Medicare program, including changes in
the bidding process or other means of materially reducing premiums; |
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local government regulatory changes; |
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increased government enforcement, or changes in interpretation or application of fraud and
abuse laws; and |
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regulations that increase the operational burden on health plans or laws that increase a
health plans exposure to liabilities, including efforts to expand the tort liability of
health care plans; |
On March 23, 2010, President Obama signed into law federal health reform legislation, known as
the Patient Protection and Affordable Care Act. The Patient Protection and Affordable Care Act, as
amended by the Health Care and Education Reconciliation Act of 2010, signed into law on March 30,
2010 (collectively, Pub. L. No. 111-148, and referred to herein as PPACA), includes certain
mandates that took effect in 2010, as well as other requirements that are to be implemented over
the next several years. Many aspects of the PPACA will be further articulated and clarified
through regulation and guidance. The PPACA effects all aspects of the health care delivery and
reimbursement system in the United States, including health insurers, managed care organizations,
health care providers, employers, and U.S. states and territories.
The implementation of PPACA could have a material adverse effect on the profitability or
marketability of our business, financial condition and results of operations. Various federal
agencies, including, but not limited to, HHS, the U.S. Department of Labor, and the U.S. Department
of the Treasury are issuing regulations in several phases implementing specific PPACA provisions.
While CMS recently issued a Final Rule that implements certain PPACA provisions that effect
provider and supplier participation and enrollment in federal and state health payor programs, this
Final Rule is not expected to have a material impact on our business. Additionally, federal
agencies have issued Requests for Information and Interim Final Regulations implementing certain
other PPACA provisions
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that could affect our business. Final regulations and guidance are anticipated in the near
future and we will continue to assess PPACAs impact on us as final regulations and guidance are
issued.
Some of the more significant PPACA issues that may affect our managed care business (including
our Commercial and Medicare sectors) include:
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Provisions requiring greater access to coverage for certain uninsured and under-insured
populations and the elimination of certain underwriting practices without adequate funding to
health plans or with negative financial levies on health plans such as restrictions in the
ability to charge additional premium for additional risk. These include, among others, (i)
extending dependent coverage for unmarried individuals until age 26 under their parents
health coverage, (ii) limiting a health plans ability to rescind coverage and restrict the
plans ability to establish annual and lifetime financial caps, and (iii) limiting a health
plans ability to deny or limit coverage on grounds of a persons pre-existing medical
condition; |
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Provisions restricting medical loss ratios and imposing significant penalties for
non-compliance beginning in 2011; |
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Provisions requiring health plans to report to their members and HHS certain quality
performance measures and their wellness promotion activities; |
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Provisions that freeze premium payments to Medicare Advantage health plans beginning in 2011
and that tie such premium to the local Medicare fee for service costs. The adjustment will be
phased in over between 3 and 7 years depending on the amount of the eventual adjustment; |
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Provisions that tie Medicare Advantage premiums to achievement of certain quality performance
measures; |
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Provisions requiring non-exempt individuals to maintain minimum essential coverage (i.e. the
individual mandate), whether through a government-sponsored program, an employer-sponsored
program, or an individual market health plan, or pay a penalty. In connection with the
individual mandate provisions, insurers and employers will have reporting obligations to
various federal agencies. |
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Other efforts or specific legislative changes to the Medicare and Medicaid programs,
including changes in the bidding process, authority of CMS to deny bids, or other means of
materially reducing premiums such as through further adjustments to the risk adjustment
methodology; |
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Increased federal funding to the Puerto Rico Medicaid program available for years 2014
2019; |
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Funding provided to the government of Puerto Rico to either establish health insurance
exchanges or fund the Puerto Rico Medicaid program at the discretion of the Governor; |
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Increased government funding to enforcement agencies and/or changes in interpretation or
application of fraud and abuse laws; |
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Expanded scope of authority and/or funding to audit Medicare Advantage health plans and
recoup premiums or other funds by the government or its representatives; and |
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The increase in persons eligible for coverage under the Medicaid program in Puerto Rico,
which may result in some persons currently insured by us in our Commercial programs becoming
eligible for, and thus moving to, the Medicaid program. |
The federal government and the government of Puerto Rico, including the Commissioner of
Insurance, have adopted laws and regulations that govern our business activities in various ways.
These laws and regulations may restrict how we conduct our business and may result in additional
burdens and costs to us. Areas of governmental regulation include:
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transactions resulting in a change of control; |
policy forms, including plan design and
disclosures;
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member rights and responsibilities; |
premium rates and rating methodologies;
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fraud and abuse; |
underwriting rules and procedures;
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sales and marketing activities; |
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quality assurance procedures; |
eligibility requirements;
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privacy of medical and other information and
permitted disclosures; |
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security of electronically transmitted
individually identifiable health information;
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rates of payment to providers of care; |
geographic service areas;
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surcharges on payments to providers; |
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provider contract forms; |
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delegation of financial risk and other
financial arrangements in rates paid to
providers of care; |
payment of claims, including timeliness and
accuracy of payment;
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agent licensing; |
special rules in contracts to administer
government programs;
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financial condition (including reserves); |
transactions with affiliated entities;
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reinsurance; |
limitations on the ability to pay dividends;
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issuance of new shares of capital stock; |
rates of payment to providers of care;
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corporate governance; and |
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permissible investments. |
These laws and regulations are subject to amendments and changing interpretations in each
jurisdiction. Failure to comply with existing or future laws and regulations could materially and
adversely affect our operations, financial condition and prospects.
Puerto Rico Insurance Laws
Our insurance subsidiaries are subject to the regulations and supervision of the
Commissioner of Insurance. The regulations and supervision of the Commissioner of Insurance
consist primarily of the approval of certain policy forms, the standards of solvency that must be
met and maintained by insurers and their agents, and the nature of and limitations on investments,
deposits of securities for the benefit of policyholders, methods of accounting, periodic
examinations and the form and content of reports of financial condition required to be filed, among
others. In general, such regulations are for the protection of policyholders rather than security
holders.
Puerto Rico insurance laws prohibit any person from offering to purchase or sell voting stock
of an insurance company with capital contributed by stockholders (a stock insurer) that constitutes
10% or more of the total issued and outstanding stock of such company or of the total issued and
outstanding stock of a company that controls an insurance company, without the prior approval of
the Commissioner of Insurance. The proposed purchaser or seller must disclose any changes proposed
to be made to the administration of the insurance company and provide the Commissioner of Insurance
with any information reasonably requested. The Commissioner of Insurance must make a determination
within 30 days of the later of receipt of the petition or of additional information requested. The
determination of the Commissioner of Insurance will be based on its evaluation of the transactions
effect on the public, having regard to the experience and moral and financial responsibility of the
proposed purchaser, whether such responsibility of the proposed purchaser will affect the
effectiveness of the insurance companys operations and whether the change of control could
jeopardize the interests of insureds, claimants or the companys other stockholders.
Puerto Rico insurance laws also require that stock insurers obtain the Commissioner of
Insurances approval prior to any merger or consolidation. The Commissioner of Insurance cannot
approve any such transaction unless it determines that such transaction is just, equitable, and
consistent with the law, and that no reasonable objection exists. The merger or consolidation must
then be authorized by a duly approved resolution of the board of directors and ratified by the
affirmative vote of two-thirds of all issued and outstanding shares of capital stock with the right
to vote thereon. The reinsurance of all or substantially all of the insurance of an insurance
company by another insurance company is also deemed to be a merger or consolidation.
Puerto Rico insurance laws further prohibit insurance companies and insurance holding
companies, among other entities, from soliciting or receiving funds in exchange for any new
issuance of its securities, other than through a stock dividend, unless the Commissioner of
Insurance has granted a solicitation permit in respect of such transaction. The Commissioner of
Insurance will issue the permit unless it finds that the funds proposed to be secured are excessive
for the purpose intended, the proposed securities and their distribution would be inequitable, or
the issuance of the securities would jeopardize the interests of policyholders or security-holders.
Page 18
In addition, Puerto Rico insurance laws limit insurance companies ability to reinsure risk.
Insurance companies can only accept reinsurance in respect of the types of insurance which they are
authorized to transact directly. Also, except for life and disability insurance, insurance
companies cannot accept any reinsurance in respect of any risk resident, located, or to be
performed in Puerto Rico which was insured as direct insurance by an insurance company not then
authorized to transact such insurance in Puerto Rico. As a result, insurance companies can only
reinsure their risks with insurance companies in Puerto Rico authorized to transact the same type
of insurance or with a foreign insurance company that has been approved by the Commissioner of
Insurance. Insurance companies cannot reinsure 75% or more of their direct risk with respect to
any type of insurance without first obtaining the approval of the Commissioner of Insurance.
Privacy of Financial and Health Information
Puerto Rico law requires that managed care providers maintain the confidentiality of
financial and health information. The Commissioner of Insurance has promulgated regulations
relating to the privacy of financial information and individually identifiable health information.
Managed care providers must periodically inform their clients of their privacy policies and allow
such clients to opt-out if they do not want their financial information to be shared. However, the
regulations related to the privacy of health information do not apply to managed care providers,
such as us, who comply with the provisions of HIPAA (defined below). Also, Puerto Rico law
requires that managed care providers provide patients with access to their health information
within a specified time and that they not charge more than a predetermined amount for such access.
The law imposes various sanctions on managed care providers that fail to comply with these
provisions.
Managed Care Provider Services
Participating managed care providers of the dual-eligible sector of the population, ministered by the Puerto Rico
Health Insurance Administration (PRHIA), are required to provide specific services to their subscribers. Such
services include access to a provider network that guarantees emergency and specialized services. In addition, the
Office of the Solicitor for the Beneficiaries of Medicaid is authorized to review and supervise the operations of
entities contracted by the government of Puerto Rico to provide services to the dual-eligible sector of the population.
The Solicitor may investigate and adjudicate claims filed by Medicaid beneficiaries against the various service
providers contracted by the government of Puerto Rico. See Business Customers-Medicare Supplement and
Medicare Advantage Sector sections included in this Item for more information.
Capital and Reserve Requirements
Since 2009, local insurers and health organizations are required by the Insurance Code to
submit to the Puerto Rico Commissioner of Insurance RBC reports following the NAICs RBC Model Act
and accordingly are subject to certain regulatory actions if their capital levels do not meet
minimum specific risk based capital requirements. In February 2010, Insurance Regulation No. 92,
which establishes the guidelines to implement RBC requirements went into effect. Rule 92 provides
for gradual compliance over a period of five years.
In addition, our managed care subsidiary is subject to the capital and surplus licensure
requirements of the BCBSA. The capital and surplus requirements of the BCBSA are based on the RBC
Model Act. These capital and surplus requirements are intended to assess capital adequacy taking
into account the risk characteristics of an insurers investments and products. The RBC Model Act
set forth the formula for calculating the risk-based capital requirements, which are designed to
take into account various risks, including insurance risks, interest rate risks and other relevant
risks, with respect to an individual insurance companys business.
The RBC Model Act requires increasing degrees of regulatory oversight and intervention as an
insurance companys risk-based capital declines. The level of regulatory oversight ranges from
requiring the insurance company to inform and obtain approval from the domiciliary insurance
commissioner of a comprehensive financial plan for increasing its risk-based capital to mandatory
regulatory intervention requiring an insurance company to be placed under regulatory control, in
rehabilitation or liquidation proceeding. The RBC Model Act provides for four different levels of
regulatory attention depending on the ratio of the companys total adjusted capital (defined as the
total of its statutory capital, surplus, asset valuation reserve and dividend liability) to its
risk-based capital. The company action level is triggered if a companys total adjusted
capital is less than 200% but greater than or equal to 150% of its risk-based capital. At the
company action level, a company must submit a comprehensive plan to the regulatory authority which
discusses proposed corrective actions to improve its capital position. A company whose total
adjusted capital is between 250% and 200% of its risk-based capital is subject to a trend test.
The trend test
Page 19
calculates the greater of any decrease in the margin (i.e., the amount in dollars by which a
companys adjusted capital exceeds it risk-based capital) between the current year and the prior
year and between the current year and the average of the past three years, and assumes that the
decrease could occur again in the coming year. If a similar decrease in margin in the coming year
would result in a risk-based capital ratio of less than 190%, then company action level regulatory
action will occur.
The regulatory action level is triggered if a companys total adjusted capital is less
than 150% but greater than or equal to 100% of its risk-based capital. At the regulatory action
level, the regulatory authority will perform a special examination of the company and issue an
order specifying corrective actions that must be followed. The authorized control level is
triggered if a companys total adjusted capital is less than 100% but greater than or equal to 70%
of its risk-based capital, at which level the regulatory authority may take any action it deems
necessary, including placing the company under regulatory control. The mandatory control level
is triggered if a companys total adjusted capital is less than 70% of its risk-based capital, at
which level the regulatory authority must place the company under its control.
We and our insurance subsidiaries currently meet and exceed the minimum capital requirements
of the Commissioner of Insurance and the BCBSA, as applicable. Regulation of financial reserves
for insurance companies and their holding companies is a frequent topic of legislative and
regulatory scrutiny and proposals for change. It is possible that the method of measuring the
adequacy of our financial reserves could change and that could affect our financial condition.
In addition to its catastrophic reinsurance coverage, TSP is required by local regulatory
authorities to establish and maintain a reserve supported by a trust fund (the Trust) to protect
policyholders against their dual exposure to hurricanes and earthquakes. The funds in the Trust
are solely to be used to pay catastrophic losses whenever qualifying catastrophic losses exceed 5%
of catastrophe premiums or when authorized by the Commissioner of Insurance. Contributions to the
Trust, and accordingly additions to the reserve, are determined by a rate (1% in 2010, 2009 and
2008), imposed by the Commissioner of Insurance on the catastrophe premiums written in that year.
As of December 31, 2010 and 2009, we had $35.9 million and $33.7 million, respectively, invested in
securities deposited in the Trust. The income generated by investment securities deposited in the
Trust becomes part of the Trust fund balance and are therefore considered an addition to the
reserve. For additional details see note 19 of the audited consolidated financial statements.
Dividend Restrictions
We are subject to the provisions of the General Corporation Law of Puerto Rico (PRGCL),
which contains certain restrictions on the declaration and payment of dividends by corporations
organized pursuant to the laws of Puerto Rico. These provisions provide that Puerto Rico
corporations may only declare dividends charged to their surplus or, in the absence of such
surplus, net profits of the fiscal year in which the dividend is declared and/or the preceding
fiscal year. The PRGCL also contains provisions regarding the declaration and payment of dividends
and directors liability for illegal payments.
Our ability to pay dividends is dependent on cash dividends from our subsidiaries. Our
subsidiaries are subject to regulatory surplus requirements and additional regulatory requirements,
which may restrict their ability to declare and pay dividends or distributions to us. In addition,
our secured term loan restricts our ability to pay dividends if a default thereunder has occurred
and is continuing. Please refer to Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations Liquidity and Capital Resources Restrictions on Certain
Payments by the Corporations Subsidiaries.
Guaranty Fund Assessments
We are required by Puerto Rico law and by the BCBSA guidelines to participate in certain
guarantee associations. See Item 7. Managements Discussion and Analysis of Financial Condition
and Results of Operations Other ContingenciesGuarantee Associations for additional
information.
Federal Regulation
Our business is subject to extensive federal law and regulation. New laws, regulations
or guidance or changes to existing laws, regulations or guidance or their enforcement, may
materially impact our business financial condition and results of operations.
Page 20
The Medicare Advantage and Medicare Part D Programs
Medicare is the health insurance program for retired United States citizens aged 65 and
older, qualifying disabled persons, and persons suffering from end-stage renal disease. Medicare
is funded by the federal government and administered by CMS.
The original Medicare program, created in 1965, known as Medicare fee-for-service, offers both
hospital insurance, known as Medicare Part A, and medical insurance, known as Medicare Part B. In
general, Medicare Part A covers hospital care and some nursing home, hospice and home care.
Although there is no monthly premium for Medicare Part A, beneficiaries are responsible for
significant deductibles and co-payments. All United States citizens eligible for Medicare are
automatically enrolled in Medicare Part A when they turn 65. Enrollment in Medicare Part B is
voluntary. In general, Medicare Part B covers outpatient hospital care, physician services,
laboratory services, durable medical equipment, and some other preventive tests and services.
Beneficiaries that enroll in Medicare Part B pay a monthly premium that is usually withheld from
their Social Security checks. Medicare Part B generally pays 80% of the cost of services and
beneficiaries pay the remaining 20% after the beneficiary has satisfied an annual $162 deductible.
To fill the gaps in traditional fee-for-service Medicare coverage, individuals often purchase
Medicare supplement products, commonly known as Medigap, which is regulated but not funded by
CMS, to cover deductibles, co-payments, and coinsurance.
Initially, Medicare was offered only on a fee-for-service basis. Under the Medicare
fee-for-service payment system, a Medicare beneficiary can choose any licensed physician and use
the services of any hospital, healthcare provider, or facility that has signed a participation
agreement and meets applicable certification requirements with Medicare. CMS reimburses providers
if Medicare covers the service and the service is medically necessary and meets other applicable
coverage criteria. There is currently no fee-for-service coverage for certain preventive services,
including annual physicals and well visits, eyeglasses, hearing aids, dentures and most dental
services.
As an alternative to the traditional fee-for-service Medicare program, since the 1980s,
Medicare has also offered Medicare managed care benefits provided though contracted private health
plans. Prior to 1997, CMS reimbursed health plans participating in the Medicare program primarily
on the basis of the demographic data of the plans members. Beginning in 1997, CMS gradually
phased in a risk adjustment payment methodology that based the CMS monthly premium payments to
plans on various clinical and demographic factors. Beginning in 2003, Congress introduced a new
Medicare managed care approach.
The 2003 Medicare Modernization Act
In December 2003, Congress passed the Medicare Prescription Drug, Improvement and
Modernization Act, which is known as the Medicare Modernization Act (MMA). The MMA transformed
Medicares managed care programknown as Medicare Part C or Medicare Advantageand also
introduced a prescription drug program known as Medicare Part D.
Under Medicare Part C, Medicare Advantage plans contract with CMS and in exchange for a
monthly payment per member from CMS, agree to provide a minimum benefits package that is equivalent
to the benefits provided by Medicare under the traditional fee-for-service Medicare program and to
provide additional benefits to the extent a Medicare Advantage plan is able to do so.
As of January 1, 2006, such contracts are awarded and premiums are set based upon a prescribed
bidding. Local Medicare Advantage plans annually submit bids based upon their expected costs to
provide the minimum Medicare Part A and Part B benefits in their applicable service areas. The
bids are then compared to a county level benchmark amount that is based upon the historic cost of
providing Medicare fee for service benefits adjusted by CMS over time.
If the bid is less than the benchmark, CMS will pay the plan its bid amount, risk adjusted
based on its risk scores, plus a rebate equal to 75% of the actual amount by which the benchmark
exceeds the bid, resulting in an annual adjustment in reimbursement rates. Plans are required to
use the rebate to provide beneficiaries with supplemental benefits, reductions in cost sharing, or
reductions in premiums for Part D benefits or other supplemental benefits. It is common for
Medicare Advantage plans to provide additional benefits to enrollees such as lower deductibles and
co-payments than those required by traditional fee-for-service Medicare, and plan members do not
need to purchase supplemental Medigap policies because those types of benefits are covered under
the Medicare Advantage benefits package. Because Medicare Advantage plans frequently employ a
managed care
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model, members are often required to use only the service and provider network contracted by
the Medicare Advantage plan for non-emergency care. In some geographic areas, however, and for
plans employing an open access model, members may be required to pay a monthly premium. For our
products such additional benefits include increased preventive services, and dental and vision
benefits.
If a Medicare Advantage plans bid is greater than the benchmark, the plan receives the
benchmark as payment from Medicare and is required to charge a premium to enrollees equal to the
difference between the bid amount and the benchmark. Currently some of the bids that TSS has
submitted each year for its products have been below the CMS benchmark, meaning TSS has not been
required to charge its members a premium in those particular products.
The Medicare Advantage premium amount is risk adjusted by enrollee depending on the documented
health characteristics of each enrollee. The monthly payment amounts from CMS to each Medicare
Advantage plan are based on a fixed premium amount per member per month that is set each year by
CMS. That fixed amount is then risk adjusted by member based upon each members documented health
characteristics. In order to facilitate the risk adjustment system, CMS requires all Medicare
Advantage plans to collect and submit diagnosis code information to CMS twice a year for
reconciliation with CMSs internal database. Between 2003 and 2010, payments were further adjusted
by a budget neutrality factor, which has now been phased out.
Under Medicare Part D, every Medicare beneficiary is able to select a Medicare prescription
drug plan provided through private Medicare Part D plans that have contracted with the federal
government to offer and run a Medicare Part D benefit plan under terms and conditions dictated by
CMS in 34 geographic regions. Medicare Part D has replaced state level Medicaid prescription drug
coverage for dual-eligibles (e.g., beneficiaries eligible for participation under both the Medicare
and Medicaid programs). The Medicare Part D prescription drug benefit payments to plans are
determined through a competitive bidding process, and enrollee premiums also are based upon plan
bids. The bids are based upon a plans expected costs for a Medicare beneficiary of average
health; CMS adjusts payments to plans based on enrollees health and other factors. The program is
funded by the federal government with some risk-sharing between Medicare Part D plans and the
federal government through risk corridors designed to limit the profits or losses of the drug plans
and reinsurance for catastrophic drug costs, as described below. The government payment amount to
plans is based on the national weighted average monthly bid for basic Part D coverage, adjusted for
member demographics and risk factor payments. The beneficiary will be responsible for the
difference between the government subsidy and his or her plans bid, together with the amount of
his or her plans supplemental premium (before rebate allocations), subject to the co-pays,
deductibles and late enrollment penalties, if applicable, described below. Additional subsidies
are provided for dual-eligible beneficiaries and specified low-income beneficiaries. Medicare also
subsidizes 80% of drug spending above an enrollees catastrophic threshold.
The Medicare Part D benefits are available to Medicare Advantage plan enrollees as well as
Medicare fee-for-service enrollees. Medicare Advantage plan enrollees who elect to participate may
pay a monthly premium for this Medicare Part D prescription drug benefit (MA-PD) while
fee-for-service beneficiaries will be able to purchase a stand-alone prescription drug plan (PDP)
from a list of CMS-approved PDPs available in their area. Any Medicare Advantage member enrolling
in a stand-alone PDP, however, will automatically be disenrolled from the Medicare Advantage plan
altogether, thereby resuming traditional fee-for-service Medicare for Medicare Parts A and B
coverage. Under the standard Part D drug coverage for 2011, Medicare beneficiaries enrolled in a
stand-alone PDP will pay a $310 deductible, co-insurance payments equal to 25% of the drug costs
between $310 and the initial annual coverage limit of $2,840 and all drug costs between the annual
coverage limit and $4,550 in out-of-pocket drug expenses, which is commonly referred to as the Part
D doughnut hole or coverage gap. However, in 2011 Medicare beneficiaries are entitled to a
fifty percent (50%) discount on brand name formulary drugs and a seven percent (7%) discount on
generics purchased during the doughnut hole period. After the Medicare beneficiary has incurred
$4,550 in out-of-pocket drug expenses, the MMA provides catastrophic stop loss coverage that will
cover approximately 95% of the beneficiaries remaining out-of-pocket drug costs for that year.
MA-PDs are not required to match these limits, but are required to provide, at a minimum, coverage
that is actuarially equivalent to this standard drug coverage benefit design. Medicare Part D
plans also may offer supplemental drug coverage for additional benefits not subsidized by Medicare
programs payments. The deductible, co-pay and coverage amounts are adjusted by CMS on an annual
basis. We are required as a Medicare Advantage coordinated care plan to offer qualified Part D
prescription drug coverage of our MA plan service areas. We currently offer prescription drug
benefits through our Medicare Advantage plans and also offer a stand-alone PDP. Among the options
in Medicare Advantage we offer three MA-PD plans, which have generic coverage with a $5 co-payment
during the doughnut
Page 22
hole period. On the PDP side, we currently offer two plans, one of which has no initial
deductible and one of which has generic coverage with a $5 co-payment during the doughnut hole
period.
Dual-Eligible Beneficiaries. A dual-eligible beneficiary is a person who is
eligible for both Medicare and Medicaid, because of age or other qualifying status, and Medicaid,
because of economic status. The government of Puerto Rico established a model that wraps-around
benefits included in Medicaid that were not included in MA benefits. Dual-eligible beneficiaries
in Puerto Rico have the option to participate in this model called Platino. Health plans that
offer Platino products receive premiums from CMS and the government of Puerto Rico. In this plan
the government, rather than the insured, will assume all of the premiums for additional benefits
not included in traditional Medicare programs, such as prescription drug benefits. By managing
utilization and implementing disease management programs, many Medicare Advantage plans can
profitably care for dual-eligible members. The MMA provides subsidies and reduced or eliminated
deductibles for certain low-income beneficiaries, including dual-eligible individuals. Pursuant to
the MMA, dual-eligible individuals receive their drug coverage from the Medicare program rather
than the Medicaid program. Companies offering stand-alone PDPs with bids at or below the regional
weighted average bid resulting from the annual bidding process received a pro-rata allocation and
auto-enrollment of the dual-eligible beneficiaries within the applicable region.
Sales and Marketing. Our sales and marketing activities are closely regulated by
CMS, ASES and the Office of the Solicitor for the Beneficiaries of
Medicaid. CMS Regulations in this area preempt local law.
Fraud and Abuse Laws. Entities, such as TSS, that receive federal funds from
government health care programs, such as Medicare and Medicaid, are subject to a wide variety of
federal fraud and abuse laws and enforcement activities. Such laws include the federal
anti-kickback laws and the False Claims Act.
Anti-kickback Laws. The federal anti-kickback laws prohibit the payment,
solicitation, offering or receipt of any form of remuneration (including kickbacks, bribes, and
rebates) in exchange for the referral of federal healthcare program patients or any item or service
that is reimbursed by any federal health care program. In addition, the federal regulations
include certain safe harbors that describe relationships that have been determined by CMS not to
violate the federal anti-kickback laws. Relationships that do not fall within one of the
enumerated safe harbors are not a per se violation of the law, but will be subject to enhanced
scrutiny by regulatory authorities. Failure to comply with the anti-kickback provisions may result
in civil damages and penalties, criminal sanctions, and administrative remedies, such as exclusion
from the applicable federal health care program.
Federal False Claims Act. Federal regulations also strictly prohibit the
presentation of false claims or the submission of false information to the federal government.
Under the federal False Claims Act, any person or entity that has knowingly presented or caused to
be presented a false or fraudulent request for payment from the federal government or who has made
a false statement or used a false record in the submission of a claim may be subject to treble
damages and penalties of up to $11,000 per claim. The federal government has taken the position
that claims presented in relationships that violate the anti-kickback statute may also be
considered to be violations of the federal False Claims Act. Furthermore, the federal False Claims
Act permits private citizen whistleblowers to bring actions on behalf of the federal government
for violations of the Act and to share in the settlement or judgment that may result from the
lawsuit. In 2010, recoveries from civil health care matters brought under the False Claims Act
exceeded $2.5 million.
HIPAA and Gramm-Leach-Bliley Act
Health care entities, such as TSS, are subject to laws, including HIPAA and the
Gramm-Leach-Bliley Act, that require the protection of certain health and other information. The
Health Insurance Portability and Accountability Act of 1996 (HIPAA) authorizes HHS to issue
standards for administrative simplification, as well as privacy and security of medical records and
other individually identifiable health information. The regulations under the HIPAA Administrative
Simplification section impose a number of additional obligations on issuers of health insurance
coverage and health benefit plan sponsors. HIPAA Administrative Simplification section
requirements apply to self-funded group plans, health insurers and HMOs, health care clearinghouses
and health care providers who transmit health information electronically (covered entities).
Regulations promulgated pursuant to the Stimulus (as defined below) also require that business
associates acting for or on behalf of HIPAA-covered entities comply with many of the HIPAA
standards regarding the privacy and security of individually identifiable health
Page 23
information. The regulations of the Administrative Simplification section of HIPAA establish
significant criminal penalties and civil sanctions for noncompliance.
HHS has released rules mandating the use of standard formats with respect to certain health
care transactions (e.g. health care claims information, plan eligibility, referral certification
and authorization, claims status, plan enrollment and disenrollment, payment and remittance advice,
plan premium payments and coordination of benefits). HHS also has published rules requiring the
use of standardized code sets and unique identifiers by employers and providers. Our managed care
subsidiary believes that it is in material compliance with all relevant requirements.
HHS also sets standards relating to the privacy of individually identifiable health
information. In general, these regulations restrict the use and disclosure of medical records and
other individually identifiable health information held by health plans and other affected entities
in any form, whether communicated electronically, on paper or orally, subject only to limited
exceptions. In addition, the regulations provide patients rights to understand and control how
their health information is used. HHS has also published security regulations designed to protect
member health information from unauthorized use or disclosure. Our managed care subsidiary is
currently in material compliance with these security regulations.
We have recently learned of a breach and other unauthorized access to a specific internet
database managed by TCI. We have completed our investigation and determined that the intrusions
were the result of the unauthorized use of one of more active user IDs and passwords and not the
result of a breach to our security system. See Item 3. Legal Proceedings Intrusions into
Triple-C, Inc. Internet IPA Database.
The American Recovery and Reinvestment Act of 2009 (H.R. 1, S. 1) (the Stimulus), signed by
President Obama on February 17, 2009, contains several provisions that expand the scope and
enforcement of HIPAA. Many of those Stimulus provisions that affect and expand HIPAA became
effective on February 17, 2010. The Secretary of HHS has promulgated regulations clarifying
certain aspects of the Stimulus pertaining to HIPAA and it is expected that the Secretary of HHS
will issue additional regulations pertaining to HIPAA in the near future. We have updated our
internal policies and operations to comply with the Stimulus pertaining to HIPAA. We will monitor
the further implementation of the Stimulus and the regulations promulgated thereunder, and we will
modify our policies and operations as necessary to comply with these future amendments. In the
fall of 2010 CMS notified all Medicare Advantage plans, including TSS, that it intends to devote
greater attention to HIPAA enforcement under its legal mandate to protect Medicare beneficiaries
and ensure that CMS contractors comply with the law. See Item 1. Business Regulation
Legislative and Regulatory Initiatives for additional information.
HHS has released rules mandating the use of standard formats in electronic health care
transactions (for example, health care claims submission and payment, plan eligibility,
precertification, claims status, plan enrollment and disenrollment, payment and remittance advice,
plan premium payments and coordination of benefits). HHS also has published rules requiring the use
of standardized code sets and unique identifiers for employers and providers. By 2013, the federal
government will require that healthcare organizations, including health insurers, upgrade to
updated and expanded standardized code sets used for describing health conditions. The Regulation
requires a conversion from the ICD-9 diagnosis and procedure code set to the ICD-10 diagnosis and
procedure code set. Our managed care subsidiary has initiated a project to comply with the ICD-10
capabilities by the October 1, 2013 (effective date), that will require a substantial investment.
The Gramm-Leach-Bliley Act applies to financial institutions in the United States, including
those domiciled in Puerto Rico. The Gramm-Leach-Bliley Act generally placed restrictions on the
disclosure of non-public information to non-affiliated third parties, and required financial
institutions including insurers, to provide customers with notice regarding how their non-public
personal information is used, including an opportunity to opt out of certain disclosures. The
Gramm-Leach-Bliley Act also gives banks and other financial institutions the ability to affiliate
with insurance companies, which has led to new competitors in the insurance and health benefits
fields in Puerto Rico.
Employee Retirement Income Security Act of 1974
The provision of services to certain employee welfare benefit plans is subject to the
Employee Retirement Income Security Act of 1974, as amended (ERISA) a complex set of laws and
regulations subject to interpretation and enforcement by the Internal Revenue Service and the
Department of Labor (DOL). ERISA regulates certain aspects of the relationships between us, the
employers who maintain employee welfare benefit plans subject to
Page 24
ERISA and participants in such plans. Some of our administrative services and other
activities may also be subject to regulation under ERISA. In addition, certain states require
licensure or registration of companies providing third-party claims administration services for
benefit plans. We provide a variety of products and services to employee welfare benefit plans
that are covered by ERISA. Plans subject to ERISA can also be subject to state laws and the
question of whether ERISA preempts a state law has been, and will continue to be, interpreted by
many courts.
Other Government Programs
We participated in the Health Insurance Plan provided by the government of Puerto Rico
(similar to Medicaid) (Medicaid) to provide health coverage to medically indigent citizens in
Puerto Rico. See Item 1. Business Customers Medicaid Sector. On August 31, 2010, the
Puerto Rico Health Insurance Administration notified our managed care subsidiary, TSS, that the
proposal submitted by TSS to continue to provide services to the Medicaid population was not
selected. Thus, its contracts expired by their own terms on September 30, 2010. Medicaid
enrollment as of September 30, 2010 was 544,448 members. Medicaid premiums earned, net during
2010, 2009 and 2008 amounted to $287.5 million, $348.1 million and $340.1 million, respectively.
The operating income for the Medicaid business during 2010, 2009 and 2008 amounted to $19.0
million, $12.4 million and $10.5 million, respectively.
Legislative and Regulatory Initiatives
Puerto Rico Initiatives
The Commissioner of Insurance adopted on December 2010 Rule No. 83, titled Rules and
Procedures to Regulate the Systems of the Holding Companies of Insurers and Organizations of Health
Services and Criteria for Evaluating Change of Control. Rule No. 83 requires insurance companies
and health services organizations domiciled in the Commonwealth of Puerto Rico and that are within
an insurance holding company system to register with the Commissioner of Insurance and to file with
the Commissioner of Insurance certain reports describing capital structure, ownership, financial
condition, certain intercompany transactions, and general business operations. In addition, Rule
No. 83 requires prior notice, reporting and regulatory approval of mergers and acquisitions of an
insurer or health services organization, distributions of extraordinary dividends and other
distributions to stockholders.
The Commissioner of Insurance, along with the Puerto Rico Legislature, is currently evaluating
the adoption of a Health Insurance Code through the Puerto Rico
Senate Bill Number 1856.
This new Code will replace the current Insurance Code for the topics related to health insurance.
The Commissioner has publicly expressed his intention to implement
this Code in phases during 2011. The main objective of the proposed
Code will be to update the regulatory framework for this activity and harmonize local provisions
with recently approved federal legislation. The most recent draft of this Code contains the
general dispositions, handling of prescription medicines, availability of health insurance for
small and medium companies, prohibition of discretionary clauses, complaint procedures of health
organizations, among others.
Also, the Puerto Rico Senate is working on Bill S. 746, which would allow healthcare service providers to form
cooperatives in order to collectively negotiate the terms and conditions of their contracts with insurers, health
maintenance organizations and pharmacy benefit managers. The Bill would exempt these cooperatives from the
provisions of antimonopoly statutes and empower the Corporación Pública para la Supervisión y Seguro de
Cooperativas de Puerto Rico to authorize and monitor the negotiation process. This new Bill would not repeal Law
number 203 of August 8, 2008, which also granted providers collective bargaining rights; instead the new bill would
provide alternate means to attain the same objective.
Federal Initiatives
The
constitutionality of the PPACA is being challenged by at least 26 states, including
Florida, Michigan and Virginia. Currently there is a division in the federal courts as it relates
to the constitutionality of PPACA. On October 7, 2010, Judge George C. Steech, of the United
States District Court for the Eastern District of Michigan upheld the United States Congress power
under the United States Constitutions interstate commerce clause to impose the penalty under PPACA
for violation of the individual mandate provision in the law. On November 30, 2010, Judge Norman
K. Moon of the United States District Court for the Western District of Virginia found that the
United States Congress was within its authority in passing PPACA and dismissed claims challenging
the law. On December13, 2010, Judge Henry E. Hudson of the United States Disctrict Court for the
Eastern District of Virginia granted the state attorney generals motion for summary judgment in
the case filed against the legality of the individual mandate provision of PPACA, stating that the
United States Congress exceeded its authority to regulate economic activity under the United States
Constitutions interstate commerce clause by including the individual mandate provision in PPACA.
On January 31, 2011, Judge Roger Vinson of the United States Disctrict Court for the Northern
District of Florida declared PPACA is unconstitutional and inseverable from the remainder of PPACA.
In February 2011, Judge Gladys Kessler of the United States District court in Washington, D.C.
ruled that Congress was authorized under the Commerce clause to enact PPACAs individual mandate
and that the individual mandate
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was necessary to making PPACA work. We will continue to assess the impact of these state
challenges on PPACA as they develop.
In addition to the constitutional challenges to PPACA, members of the United States Congress
continue to introduce legislation in an attempt to repeal or defund PPACA. To date, none of these
measures have passed both chambers of the United States Congress.
Financial Information About Segments
Operating revenues (with intersegment premiums/service revenues shown separately),
operating income and total assets attributable to the reportable segments are set forth in note 29
to the audited consolidated financial statements for the years ended December 31, 2010, 2009 and
2008.
Employees
As of December 31, 2010, we had approximately 2,200 full-time employees and 330 temporary
employees. Our managed care subsidiary has a collective bargaining agreement with the Unión
General de Trabajadores, which represents approximately 41% of our managed care subsidiarys 878
regular employees. The collective bargaining agreement expires on July 31, 2012. The Corporation
considers its relations with employees to be good.
Available Information
We are an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of
1934, as amended) and are required, pursuant to Item 101 of Regulation S-K, to provide certain
information regarding our website and the availability of certain documents filed with or furnished
to the United States Securities and Exchange Commission (the SEC). Our Internet website is
www.triplesmanagement.com. We make available free of charge, or through our Internet website, our
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any
amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material
with or furnish it to the SEC. We also include on our Internet website our Corporate Governance
Guidelines, our Code of Business Conduct and Ethics and the charter of each standing committee of
our Board of Directors. In addition, we intend to disclose on our Internet website any amendments
to, or waivers from, our Code of Business Conduct and Ethics that are required to be publicly
disclosed pursuant to rules of the SEC and the New York Stock Exchange (NYSE). The SEC maintains
an internet site (www.sec.gov) that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC. The website addresses listed
above are provided for the information of the reader and are not intended to be an active link. We
will provide free of charge copies of our filings to any shareholder that requests them at the
following address: Triple-S Management Corporation; Office of the Secretary; PO Box 363628; San
Juan, P.R. 00936-3628.
Special Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements, as such term is
defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are
statements that include information about possible or assumed future sales, results of operations,
developments, regulatory approvals or other circumstances and may be found in the Items of this
Annual Report on Form 10-K entitled Item 1. Business, Item 1A. Risk Factors, Item 7.
Managements Discussion and Analysis of Financial Condition and Results of Operations and
elsewhere in this Annual Report on Form 10-K. Statements that use the terms believe,
expect, plan, intend, estimate, anticipate, project, may, will,
shall, should and similar expressions, whether in the positive or negative, are intended to
identify forward-looking statements.
All forward-looking statements in this Annual Report on Form 10-K reflect our current views
about future events and are based on assumptions and subject to risks and uncertainties.
Consequently, actual results may differ materially from those anticipated in these forward-looking
statements as a result of various factors, including all the risks discussed in Item 1A. Risk
Factors and elsewhere in this Annual Report on Form 10-K.
In addition, we operate in a highly competitive, constantly changing environment that is
significantly influenced by very large organizations that have resulted from business combinations,
aggressive marketing and pricing practices of competitors and regulatory oversight. The following
is a summary of factors, the results of which, either individually or in combination, if markedly
different from our planning assumptions, could cause our results
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to differ materially from those expressed in any forward-looking statements contained in this
Annual Report on Form 10-K:
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trends in health care costs and utilization rates; |
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ability to secure sufficient premium rate increases; |
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competitor pricing below market trends of increasing costs; |
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re-estimates of our policy and contract liabilities; |
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changes in government regulation of managed care, life insurance or property and casualty
insurance; |
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significant acquisitions or divestitures by major competitors; |
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introduction and use of new prescription drugs and technologies; |
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a downgrade in our financial strength ratings; |
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litigation or legislation targeted at managed care, life insurance or property and casualty
insurance companies; |
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ability to contract with providers and government agencies consistent with past practice; |
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ability to successfully implement our disease management and utilization management programs; |
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volatility in the securities markets and investment losses and defaults; |
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general economic downturns, major disasters and epidemics. |
The foregoing list should not be construed to be exhaustive. We believe the forward-looking
statements in this Annual Report on Form 10-K are reasonable; however, there is no assurance that
the actions, events or results anticipated by the forward-looking statements will occur or, if any
of them do, what impact they will have on our results of operations or financial condition. In
view of these uncertainties, you should not place undue reliance on any forward-looking statements,
which are based on our current expectations. Further, forward-looking statements speak only as of
the date they are made, and, other than as required by applicable law, including the securities
laws of the United States, we do not intend to update or revise any of them in light of new
information or future events.
Item 1A. Risk Factors
We must deal with several risk factors during the normal course of business. You should
carefully consider the following risks and all other information set forth in this Annual Report on
Form 10-K. The risks and uncertainties described below are not the only ones we face. Additional
risks and uncertainties not presently known to us or that are currently deemed immaterial may also
impair our business operations. The occurrence of any of the following risks could materially
affect our business, financial condition, operating results, and cash flows.
Risks Relating to our Capital Stock
Certain of our current and former providers may bring materially dilutive claims against us.
Beginning with our founding in 1959 and until 1994, we encouraged, and at times required,
the doctors and dentists that comprised our provider network to acquire our shares. Between
approximately 1985 and 1994, our predecessor managed care subsidiary, Seguros de Servicios de Salud
de Puerto Rico, Inc. (SSS) generally entered into an agreement with each new physician or dentist
who joined our provider network to sell the provider shares of SSS at a future date (each
agreement, a share acquisition agreement). These share acquisition agreements were necessary
because there were not enough authorized shares of SSS available during this period and afterwards
for issuance to all new providers. Each share acquisition agreement committed SSS to sell, and
each new provider to purchase, five $40-par-value shares of SSS at $40 per share after SSS had
increased its authorized share capital in compliance with the Puerto Rico Insurance Code and was in
a position to issue new shares. Despite repeated efforts in the 1990s, SSS was not successful in
obtaining shareholder approval to increase its share capital, other than in connection with the
Corporations reorganization in 1999, when SSS was merged into a newly-formed entity having
authorized capital of 25,000 $40-par-value shares, or twice the number of authorized shares of SSS.
SSSs shareholders did not, however, authorize the issuance of the newly formed entitys shares to
providers or any other third party. In addition, subsequent to the reorganization, our
shareholders did not approve attempts to increase our share capital in 2002 and 2003.
Notwithstanding the fact that TSS and its predecessor, SSS, were never in a position to issue
new shares to providers as contemplated by the share acquisition agreements because shareholder
approval for such issuance was
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never obtained, and the fact that SSS on several occasions in the 1990s offered providers the
opportunity to purchase shares of its treasury stock and such offers were accepted by very few
providers, providers who entered into share acquisition agreements may claim that the share
acquisition agreements entitled them to acquire our or TSSs shares at a subscription price
equivalent to that provided for in the share acquisition agreements. SSS entered into share
acquisition agreements with approximately 3,000 providers, the substantial majority of whom never
came to own shares of SSS. Such share acquisition agreements provide for the purchase and sale of
approximately 15,000 shares of SSS. If we or TSS were required to issue a significant number of
shares in respect of these agreements, the interest of our existing shareholders would be
substantially diluted. As of the date of this Annual Report on Form 10-K, only one judicial claim
to enforce any of these agreements has been commenced. See Item 3. Legal Proceedings Hau et al
Litigation (formerly known as Jordan et al). Additionally, we have received inquiries with
respect to less than 700 shares under share acquisition agreements. The share numbers set forth in
this paragraph reflect the number of SSS shares provided for in the share acquisition agreements.
Those agreements do not include anti-dilution protections and we do not believe that the amounts of
any claims under the agreements with SSS should be multiplied to reflect our 3,000-for-one stock
split. We cannot provide assurances, however, that claimants will not successfully seek to
increase the size of their claims by reference to the stock split.
We have been advised by our counsel that, on the basis of a reasoned analysis, while the
matter is not free from doubt and there are no applicable controlling precedents, we should prevail
in any litigation of these claims because, among other defenses, the condition precedent to SSSs
obligations under the share acquisition agreements never occurred, and any obligation it may, or we
may be deemed to, have had under the share acquisition agreements should be understood to have
expired prior to our corporate reorganization, which took effect in 1999, although the share
acquisition agreements do not expressly provide for any expiration.
We believe that we should prevail in any litigation with respect to these matters; however, we
cannot predict the outcome of any such litigation, including with respect to the magnitude of any
claims that may be asserted by any plaintiff, and the interests of our shareholders could be
materially diluted to the extent that claims under the share acquisition agreements are successful.
Heirs of certain of our former shareholders may bring materially dilutive claims against us.
For much of our history, we and our predecessor entity have restricted the ownership or
transferability of our shares, including by reserving to us or our predecessor a right of first
refusal with respect to share transfers and by limiting ownership of such shares to physicians and
dentists. In addition, we and our predecessor, consistent with the requirements of our and our
predecessors bylaws, have sought to repurchase shares of deceased shareholders at the amount
originally paid for such shares by those shareholders. Nonetheless, former shareholders heirs who
were not eligible to own or be transferred shares because they were not physicians or dentists at
the time of their purported inheritance (non-medical heirs), may claim an entitlement to our
shares or to damages with respect to the repurchased shares notwithstanding applicable transfer and
ownership restrictions. Our records indicate that there may be as many as approximately 450 former
shareholders whose non-medical heirs may claim to have inherited up to 10,500,000 shares after
giving effect to the 3,000-for-one stock split. As of the date of this Annual Report on Form 10-K,
we are defending five judicial claims by non-medical heirs of former shareholders whose shares were
repurchased upon their death seeking the return of or compensation for a total of 71 shares (prior
to giving effect to the 3,000-for-one stock split). See Item 3. Legal Proceedings Claims by
Heirs of Former Shareholders. In addition, we have received inquiries from non-medical heirs with
respect to less than 700 shares (or 2,100,000 shares after giving effect to the 3,000-for-one stock
split).
We believe that we should prevail in litigation with respect to these matters; however, we
cannot predict the outcome of any such litigation regarding these non-medical heirs. The interests
of our existing shareholders could be materially diluted to the extent that any such claims are
successful.
The dual class structure may not successfully protect against significant dilution of your
shares of Class B common stock.
We designed our dual class structure of capital stock to offset the potential impact on
the value of our Class B common stock attributable to any issuance of shares of common stock for
less than market value in respect of a successful claim against us under any share acquisition
agreement or by a non-medical heir. We believe that this mechanism will effectively protect
investors in our shares of Class B common stock against any potential dilution
Page 28
attributable to the issuance of any shares in respect of such claims at below market prices.
We cannot, however, provide any assurances that this mechanism will be effective under all
circumstances.
While we expect to prevail against any such claims brought against us and, to the extent that
we do not prevail, would expect to issue Class A common stock in respect of any such claim, there
can be no assurance that the claimants in any such lawsuit will not seek to acquire Class B common
stock. The issuance of a significant number of shares of Class B common stock, if followed by a
material further issuance of shares of common stock to separate claimants, could impair the
effectiveness of the anti-dilution protections of the Class B common stock. In addition, we cannot
provide any assurances that the anti-dilution protections afforded our Class B common stock will
not be challenged by share acquisition providers and/or non-medical heir claimants to the extent
that these protections limit the percentage ownership of us that may be acquired by such claimants.
We believe that such a challenge should not prevail, but cannot provide any assurances of the
outcome.
In the event that claimants acquire shares of our managed care subsidiary, TSS, at less than
fair value, we will not be able to prevent dilution of the value of the Class B shareholders
ownership interest in us to the extent that the net value received by such claimants exceeds the
value of our outstanding shares of Class A common stock. Finally, the anti-dilution protection
afforded by the dual class structure may cease to be of further effect five years following the
completion of our initial public offering, at which time all remaining shares of Class A common
stock may, at the sole discretion of our board of directors and after considering relevant factors,
including market conditions at the time, be converted into shares of Class B common stock even if
we have not resolved all claims against us by such time.
Future sales of our Class B common stock, or the perception that such future sales may occur,
may have an adverse impact on its market price.
Sales of a substantial number of shares of our common stock in the public market, or the
perception that large sales could occur, could cause the market price of our Class B common stock
to decline. Either of these limits our future ability to raise capital through an offering of
equity securities. There were 19,772,614 shares of Class B common stock and 9,042,809 shares of
Class A common stock outstanding as of December 31, 2010. Our Class A common stock is no longer
subject to contractual lockup; thus, such shares are freely tradable without restriction or further
registration under the Securities Act by persons other than our affiliates within the meaning
of Rule 144 under the Securities Act, although such shares will continue not to be listed on the
NYSE and will not be fungible with our listed shares of Class B common stock. In addition, at any
time following the fifth anniversary of our initial public offering, or such earlier date after the
first anniversary of the initial public offering as all claims with respect to which anti-dilution
protections are afforded to shares of Class B common stock have been resolved, all or any portion
of our shares of Class A common stock may at the sole discretion of our board of directors and
after considering relevant factors, including market conditions at the time, be converted to shares
of Class B common stock.
Risks Related to Our Business
Our inability to contain managed care costs may adversely affect our business and profitability.
Substantially all of our managed care revenue is generated by premiums consisting of
monthly payments per member that are established by contracts with our commercial customers or CMS
(for our Medicare Advantage and PDP plans), all of which are typically renewable on an annual
basis. If our medical expenses exceed our estimates, except in very limited circumstances or as a
result of risk score adjustments for member acuity in the case of the Medicare Advantage products,
we will be unable to increase the premiums we receive under these contracts during the then-current
terms. As a result, our profitability in any year depends, to a significant degree, on our ability
to adequately predict and effectively manage our medical expenses related to the provision of
managed care services through underwriting criteria, medical management, product design and
negotiation of favorable provider contracts with hospitals, physicians and other health care
providers. The aging of the population and other demographic characteristics and advances in
medical technology continue to contribute to rising health care costs. Government-imposed
limitations on Medicare reimbursement have also caused the private sector to bear a greater share
of increasing health care costs. Also, we have in the past and may in the future enter into new
lines of business in which it may be difficult to estimate anticipated costs. Numerous factors
affecting the cost of managed care, including changes in health care practices, inflation, new
technologies such as genetic laboratory screening for diseases including breast cancer, electronic
recordkeeping, the cost of prescription drugs, clusters of high cost cases,
Page 29
changes in the regulatory environment including the implementation of HIPAA amendments under
the Stimulus, as well as others, such as implementation of PPACA, may adversely affect our ability
to predict and manage managed care costs, as well as our business, financial condition and results
of operations.
Our inability to implement increases in premium rates on a timely basis may adversely affect
our business and profitability.
In addition to the challenge of managing managed care costs, we face pressure to contain
premium rates. Our customers may move to a competitor at policy renewal to obtain more favorable
premiums. Future Medicare premium rate levels may be affected by continuing government efforts to
contain medical expense or other budgetary constraints. Changes in the Medicare Advantage program,
including with respect to funding, may lead to reductions in the amount of reimbursement,
elimination of coverage for certain benefits, or reductions in the number of persons enrolled in or
eligible for Medicare. A limitation on our ability to increase or maintain our premium levels
could adversely affect our business, financial condition and results of operations.
The property and casualty insurance industry is under soft market conditions for commercial
lines and consequently is highly competitive, and we believe that it will remain highly competitive
for the foreseeable future. Competitors may offer products at prices and on terms that are not
consistent with economic standards in an effort to maintain or increase their business. The
property and casualty insurance industry has historically been cyclical, with periods characterized
by intense price competition and less restrictive underwriting standards followed by periods of
higher premium rates and more selective underwriting standards. The competitive environment in
which we operate is also impacted by current general economic conditions, which could reduce the
volume of business available to us, as well as to our competitors.
Our profitability may be adversely affected if we are unable to maintain our current provider
agreements and to enter into other appropriate agreements.
Our profitability is dependent upon our ability to contract on favorable terms with
hospitals, physicians and other managed care providers. We face heavy competition from other
managed care plans to enter into contracts with hospitals, physicians and other providers in our
provider networks. Consolidation in our industry, both on the provider side and on the managed
care side, only exacerbates this competition. Currently certain providers are pressing for
legislation that would allow them to collectively negotiate service fees through cooperatives. The
failure to maintain or to secure new cost-effective managed care provider contracts may result in a
loss in membership or higher medical costs. In addition, our inability to contract with providers
could adversely affect our business.
A reduction in the enrollment in our managed care programs could have an adverse effect on our
business and profitability.
A reduction in the number of enrollees in our managed care programs could adversely
affect our business, financial condition and results of operations. Factors that could contribute
to a reduction in enrollment include: failure to obtain new customers or retain existing customers;
premium increases and benefit changes; our exit from a specific market; reductions in workforce by
existing customers; negative publicity and news coverage; failure to maintain the Blue Cross Blue
Shield license; and any general economic downturn that results in business failures.
We are dependent on a small number of government contracts to generate a significant amount of
the revenues of our managed care business.
Our managed care business participates in government contracts that generate a
significant amount of our consolidated premiums earned, net, as follows:
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Medicare: We provide services through our Medicare Advantage products
pursuant to a limited number of contracts with CMS. These contracts generally have terms
of one year and must be renewed each year. Each of our contracts with CMS is terminable
for cause if we breach a material provision of the contract or violate relevant laws or
regulations. If we are unable to renew, or to successfully re-bid or compete for any of
these contracts, or if the process for bidding materially changes or if any of these
contracts are terminated, our business could be materially impaired. During each of the
years ended December 31, 2010,
2009 and 2008, contracts with CMS represented 24.6%, 27.4% and 25.9% of our consolidated
premiums earned, net, respectively, and 45.2%, 33.9% and 12.4% of our consolidated operating
income, respectively. |
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Commercial: Our managed care subsidiary is a qualified contractor to
provide managed care coverage to federal government employees within Puerto Rico. Such
coverage is provided pursuant to a contract with the OPM that is subject to termination in
the event of noncompliance not corrected to the satisfaction of the OPM. During each of
the years ended December 31, 2010, 2009 and 2008 premiums generated under this contract
represented 6.9%, 6.7% and 7.3% of our consolidated premiums earned, net, respectively.
The operating income generated under this contract represented 1.0%, 1.2% and 1.1% of our
consolidated operating income during the years ended December 31, 2010, 2009 and 2008,
respectively. |
If any of these contracts is terminated for any reason, including by reason of any
noncompliance by us, or not renewed or replaced by a comparable contract, our consolidated premiums
earned would be materially adversely affected.
We participated in the government of Puerto Rico Health Insurance Plan (similar to Medicaid)
to provide health coverage to medically indigent citizens in Puerto Rico until September 30, 2010,
when our contracts with the government of Puerto Rico expired by their own terms. Thus since
October 1, 2010 we no longer provide services to these members. Our results of operations have
depended to a significant extent on our participation in this sector. During each of the years
ended December 31, 2010, 2009 and 2008, Medicaid premiums have accounted for 15.0%, 18.6% and
20.1%, respectively, of our consolidated premiums earned, net.
A change in our managed care product mix may impact our profitability.
Our managed care products that involve greater potential risk, such as fully insured
arrangements, generally tend to be more profitable than ASO products and those managed care
products where employer groups retain the risk, such as self-funded financial arrangements. There
has been a trend in recent years among our Commercial customers of moving from fully-insured plans
to ASO, or self-funded arrangements. As of December 31, 2010, 69.4% of our managed care customers
had fully insured arrangements and 30.6% had ASO arrangements, as compared to approximately 66.1%
and 33.9%, respectively, as of December 31, 2009. Unfavorable changes in the relative
profitability or customer participation among our various products could have a material adverse
effect on our business, financial condition, and results of operations.
Our failure to accurately estimate incurred but not reported claims would affect our reported
financial results.
A portion of the claim liabilities recorded by our insurance segments represents an
estimate of amounts needed to pay and adjust anticipated claims with respect to insured events that
have occurred, including events that have not yet been reported to us. These amounts are based on
estimates of the ultimate expected cost of claims and on actuarial estimation techniques. Judgment
is required in actuarial estimation to ascertain the relevance of historical payment and claim
settlement patterns under each segments current facts and circumstances. Accordingly, the
ultimate liability may be in excess of or less than the amount provided. We regularly compare
prior period liabilities to re-estimate claim liabilities based on subsequent claims development;
any difference between these amounts is adjusted in the operations of the period determined.
Additional information on how each reportable segment determines its claim liabilities, and the
variables considered in the development of this amount, is included elsewhere in this Annual Report
on Form 10-K under Item 7. Managements Discussion and Analysis of Financial Condition and
Results of Operations Critical Accounting Estimates. Actual experience will likely differ from
assumed experience, and to the extent the actual claims experience is less favorable than estimated
based on our underlying assumptions, our incurred losses would increase and future earnings could
be adversely affected.
The termination or modification of our license agreements to use the BCBS name and mark could
have a material adverse effect on our business, financial condition and results of operations.
We are a party to license agreements with the BCBSA that entitle us to the exclusive use
of the BCBS name and mark in Puerto Rico and the U.S. Virgin Islands. We believe that the Blue
Cross and Blue Shield name and mark are valuable identifiers of our products and services in the
marketplace. The termination of these license agreements or changes in their terms and conditions
could adversely affect our business, financial condition and results of operations.
Page 31
Our license agreements with the BCBSA contain certain requirements and restrictions regarding
our operations and our use of the BCBS name and mark. Failure to comply with any of these
requirements and restrictions could result in the termination of a license agreement. The
standards under a license agreement may be modified in certain instances by the BCBSA. From time
to time there have been proposals considered by the BCBSA to modify the terms of a license
agreement to restrict various potential business activities of licensees. To the extent that such
amendments to a license agreement are adopted in the future, they could have a material adverse
effect on our future expansion plans or results of operations.
Upon any event causing termination of the license agreements, we would no longer have the
right to use the BCBS name and mark in Puerto Rico and the U.S. Virgin Islands. Furthermore, the
BCBSA would be free to issue a license to use the BCBS name and mark in Puerto Rico and the U.S.
Virgin Islands to another entity. Events that could cause the termination of a license agreement
with the BCBSA include failure to comply with minimum capital requirements imposed by the BCBSA, a
change of control or violation of the BCBSA ownership limitations on our capital stock, impending
financial insolvency and the appointment of a trustee or receiver or the commencement of any action
against a licensee seeking its dissolution. Accordingly, termination of a license agreement could
have a material adverse effect on our business, financial condition and results of operations.
In addition, the BCBSA requires us to comply with certain specified levels of risk based
capital (RBC). RBC is designed to identify weakly capitalized companies by comparing each
companys adjusted surplus to its required surplus (the RBC ratio). Although we are currently in
compliance with these requirements, we may be unable to continue to comply in the future. Failure
to comply with these requirements could result in the revocation or loss of our BCBS licenses.
Upon termination of a license agreement, the BCBSA would impose a Re-establishment Fee upon
us, which would allow the BCBSA to re-establish a Blue Cross Blue Shield presence in the vacated
service area with another managed care company. The fee is currently $98.33 per licensed enrollee.
If the re-establishment fee were applied to our total Blue Cross Blue Shield enrollees as of
December 31, 2010, we would be assessed approximately $77.6 million by the BCBSA.
See Item 1. Business Blue Cross and Blue Shield License for more information.
Our ability to manage our exposure to underwriting risks in our life insurance and property
and casualty insurance businesses depends on the availability and cost of reinsurance coverage.
Reinsurance is the practice of transferring part of an insurance companys liability and
premium under an insurance policy to another insurance company. We use reinsurance arrangements to
limit and manage the amount of risk we retain, to stabilize our underwriting results and to
increase our underwriting capacity. In the year ended December 31, 2010, 40.0%, or $63.7 million,
of the premiums written in the property and casualty insurance segment and 5.0%, or $5.6 million,
of the premiums written in the life insurance segment were ceded to reinsurers. In the year ended
December 31, 2009, 41.3%, or $67.5 million, of the premiums written in the property and casualty
insurance segment and 5.7%, or $6.1 million, of the premiums written in the life insurance segment
were ceded to reinsurers. The premiums ceded and the availability and cost of reinsurance is
subject to changing market conditions and may vary significantly over time. Any decrease in the
amount of our reinsurance coverage will increase our risk of loss. We may be unable to maintain
our desired reinsurance coverage or obtain other reinsurance coverage in adequate amounts and at
favorable rates. If we are unable to renew our expiring coverage or obtain new coverage, it will
be difficult for us to manage our underwriting risks and operate our business profitably.
It is also possible that the losses we experience on insured risks for which we have obtained
reinsurance will exceed the coverage limits of the reinsurance. See Risks Related to Our Business
Large-scale natural disasters may have a material adverse effect on our business, financial
condition and results of operations. If the amount of our reinsurance coverage is insufficient,
our insurance losses could increase substantially.
If our reinsurers do not pay our claims or do not pay them in a timely manner, we may incur
losses.
We are subject to loss and credit risk with respect to the reinsurers with whom we deal.
In accordance with general industry practices, our property and casualty and life insurance
subsidiaries annually purchase reinsurance to lessen the impact of large unforeseen losses and
mitigate sudden and unpredictable changes in our net income and shareholders equity. Reinsurance
contracts do not relieve us from our obligations to policyholders. In the event
Page 32
that all or any of the reinsurance companies are unable to meet their obligations under
existing reinsurance agreements or pay on a timely basis, we will continue to be liable to our
policyholders notwithstanding such defaults or delays. If our reinsurers are not capable of
fulfilling their financial obligations to us, our insurance losses would increase, which would
negatively affect our financial condition and results of operations.
A downgrade in our A.M. Best rating or our inability to increase our A.M. Best rating could
affect our ability to write new business or renew our existing business in our property and
casualty segment.
Ratings assigned by A.M. Best are an important factor influencing the competitive
position of the property and casualty insurance companies in Puerto Rico. In 2010, A.M. Best
maintained our property and casualty insurance subsidiarys rating of A- (the fourth highest of
A.M. Bests 16 financial strength ratings) with a stable outlook. A.M. Best ratings represent
independent opinions of financial strength and ability to meet obligations to policyholders and are
not directed toward the protection of investors. Financial strength ratings are used by brokers
and customers as a means of assessing the financial strength and quality of insurers. A.M. Best
reviews its ratings periodically and we may not be able to maintain our current ratings in the
future. A downgrade of our property and casualty subsidiarys rating could severely limit or
prevent us from writing desirable property business or from renewing our existing business. The
lines of business that property and casualty subsidiary writes and the market in which it operates
are particularly sensitive to changes in A.M. Best financial strength ratings.
Significant competition could negatively affect our ability to maintain or increase our
profitability.
Managed Care
The managed care industry in Puerto Rico is very competitive. If we are unable to
compete effectively while appropriately pricing the business subscribed, our business and financial
condition could be materially affected. Competition in the insurance industry is based on many
factors, including premiums charged, services provided, speed of claim payments and reputation.
This competitive environment has produced and will likely continue to produce significant pressures
on the profitability of our managed care company. In addition, the managed care market in Puerto
Rico is mature. According to the U.S. Census Bureau, Puerto Ricos population decreased by 6.1%
between April 1, 2010 and July 2009, however the national population rate grew 0.5% during the same
period. According to the US Census Bureau, between 2010 and 2050, the United States is projected
to experience rapid growth in its population over 65 years. This population is projected to more
than double from 2010 to 2050. A similar trend is expected for the Puerto Rico population. As a
result, in order to increase our profitability we must increase our membership in the Medicare
Advantage program, increase market share in the commercial sector, improve our operating profit
margins, make acquisitions or expand geographically. In Puerto Rico, several managed care plans
and other entities were awarded contracts for Medicare Advantage or stand-alone Medicare
prescription drug plans. These other plans entered that market in 2006 and 2007. We anticipate
that they can aggressively market their benefits to our current and our prospective members.
Although we believe that we market an attractive offering, there are no assurances that we will be
able to compete successfully with these other plans for new members, or that our current members
will not choose to terminate their relationship with us and enroll in these other plans.
Concentration in our industry also has created an increasingly competitive environment, both for
customers and for potential acquisition targets, which may make it difficult for us to grow our
business. The parent companies of some of our competitors are larger and have greater financial
and other resources than we do. We may have difficulty competing with larger managed care
companies, which can create downward price pressures on premium rates. We may not be able to
compete successfully against current and future competitors. Competitive pressures faced by us may
adversely affect our business, financial condition and results of operations.
Future legislation at the federal and local levels also may result in increased competition in
our market. While we do not anticipate that any of the current legislative proposals of which we
are aware would increase the competition we face, future legislative proposals, if enacted, might
do so.
Complementary Products
The property and casualty insurance market in Puerto Rico is extremely competitive. Due
to Puerto Ricos stagnant economy, there are few new sources of business in this segment. As a
result, property and casualty insurance companies compete for the same accounts through pricing,
policy terms and quality of services. We also face heavy competition in the life and disability
insurance market.
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We believe these trends will continue. There can be no assurance that these competitive
pressures will not adversely affect our business, financial condition and results of operations.
As a holding company, we are largely dependent on rental payments, dividends and other
payments from our subsidiaries, although the ability of our regulated subsidiaries to pay dividends
or make other payments to us is subject to the regulations of the Commissioner of Insurance,
including maintenance of minimum levels of capital, as well as covenant restrictions in their
indebtedness.
As a holding company, we are largely dependent on rental payments, dividends and other
payments from our subsidiaries, although the ability of our regulated subsidiaries to pay dividends
or make other payments to us is subject to the regulations of the Commissioner of Insurance,
including maintenance of minimum levels of capital, as well as covenant restrictions in their
indebtedness.
We are a holding company whose assets include, among other things, all of the outstanding
shares of common stock of our subsidiaries, including our regulated insurance subsidiaries. We
principally rely on rental income and dividends from our subsidiaries to fund our debt service,
dividend payments and operating expenses, although our subsidiaries do not declare dividends every
year. We also benefit to a lesser extent from income on our investment portfolio.
Our insurance subsidiaries are subject to the regulations of the Commissioner of Insurance.
See Risks Related to Our Business Our insurance subsidiaries are subject to minimum capital
requirements. Our failure to meet these standards could subject us to regulatory actions. These
regulations, among other things, require insurance companies to maintain certain levels of capital,
thereby restricting the amount of earnings that can be distributed. Our subsidiaries ability to
make any payments to us will also depend on their earnings, the terms of their indebtedness, if
any, and other business and legal restrictions. Furthermore, our subsidiaries are not obligated to
make funds available to us, and creditors of our subsidiaries have a superior claim to such
subsidiaries assets. Our subsidiaries may not be able to pay dividends or otherwise contribute or
distribute funds to us in an amount sufficient for us to meet our financial obligations. In
addition, from time to time, we may find it necessary to provide financial assistance, either
through subordinated loans or capital infusions to our subsidiaries.
In addition, we are subject to RBC requirements by the BCBSA. See Risks Related to Our
Business The termination or modification of our license agreements to use the BCBS name and mark
could have a material adverse effect on our business, financial condition and results of
operations..
Our results may fluctuate as a result of many factors, including cyclical changes in the
insurance industry.
Results of companies in the insurance industry, and particularly the property and
casualty insurance industry, historically have been subject to significant fluctuations and
uncertainties. The industrys profitability can be affected significantly by:
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rising levels of actual costs that are not known by companies at the time they price
their products; |
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volatile and unpredictable developments, including man-made and natural catastrophes; |
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changes in reserves resulting from the general claims and legal environments as
different types of claims arise and judicial interpretations relating to the scope of
insurers liability develop; and |
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fluctuations in interest rates, inflationary pressures and other changes in the
investment environment, which affect returns on invested capital. |
Historically, the financial performance of the insurance industry has fluctuated in cyclical
periods of low premium rates and excess underwriting capacity resulting from increased competition,
followed by periods of high premium rates and a shortage of underwriting capacity resulting from
decreased competition. Fluctuations in underwriting capacity, demand and competition, and the
impact on us of the other factors identified above, could have a negative impact on our results of
operations and financial condition. We believe that underwriting capacity and price competition in
the current market is increasing. This additional underwriting capacity may result in increased
competition from other insurers seeking to expand the kinds or amounts of business they write or
cause some insurers to seek to maintain market share at the expense of underwriting discipline. We
may not be able to retain or attract customers in the future at prices we consider adequate.
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If we do not effectively manage the growth of our operations, we may not be able to achieve
our profitability targets.
Our growth strategy includes enhancing our market share in Puerto Rico, entering new
geographic markets, introducing new insurance products and programs, further developing our
relationships with independent agencies or brokers and pursuing acquisition opportunities. Our
strategy is subject to various risks, including risks associated with our ability to:
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identify profitable new geographic markets to enter; |
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operate in new geographic areas, as we have very limited experience operating outside
Puerto Rico; |
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obtain licenses in new geographic areas in which we wish to market and sell our
products; |
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successfully implement our underwriting, pricing, claims management and product
strategies over a larger operating region; |
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properly design and price new and existing products and programs and reinsurance
facilities for markets in which we have no direct experience; |
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identify, train and retain qualified employees; |
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identify, recruit and integrate new independent agencies and brokers and expand the
range of Triple-S products carried by our existing agents and brokers; |
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develop a network of physicians, hospitals and other managed care providers that meets
our requirements and those of applicable regulators; and |
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augment our internal monitoring and control systems as we expand our business. |
Any such risks or difficulties could limit our ability to implement our growth strategies or
result in diversion of senior management time and adversely affect our financial results.
We face intense competition to attract and retain employees and independent agents and
brokers.
We are dependent on retaining existing employees, attracting and retaining additional
qualified employees to meet current and future needs and achieving productivity gains. Our life
insurance subsidiary, TSV, has historically experienced a very high level of turnover in its home
service agents, through which it places a majority of its premiums, and we expect this trend to
continue. Our inability to retain existing employees or attract additional employees could have a
material adverse effect on our business, financial condition and results of operations.
In addition, in order to market our products effectively, we must continue to recruit, retain
and establish relationships with qualified independent agents and brokers. We may not be able to
recruit, retain and establish relationships with agents and brokers. Independent agents and
brokers are typically not exclusively dedicated to us and may frequently also market our
competitors managed care products. We face intense competition for the services and allegiance of
independent agents and brokers. If such agents and brokers do not help us to maintain our current
customer accounts or establish new accounts, our business and profitability could be adversely
affected.
Our investment portfolios are subject to varying economic and market conditions.
We have exposure to market risk and credit risk in our investment activities. The fair
values of our investments vary from time to time depending on economic and market conditions.
Fixed maturity securities expose us to interest rate risk as well as credit risk. Equity
securities expose us to equity price risk. Interest rates are highly sensitive to many factors,
including governmental monetary policies and domestic and international economic and political
conditions. These and other factors also affect the equity securities owned by us. The outlook of
our investment portfolio depends on the future direction of interest rates, fluctuations in the
equity securities market and the amount of cash flows available for investment. For additional
information, see Item 7A. Quantitative and Qualitative Disclosures About Market Risk for an
analysis of our exposure to interest and equity price risks and the procedures in place to manage
these risks. Our investment portfolios may lose money in future periods, which could have a
material adverse effect on our financial condition.
In addition, our insurance subsidiaries are subject to local laws and regulations that require
diversification of our investment portfolios and limit the amount of investments in certain riskier
investment categories, such as below-investment-grade fixed income securities, mortgage loans, and
real estate and equity investments, amongst others, which could generate higher returns on our
investments. If we fail to comply with these laws and
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regulations, any investments exceeding regulatory limitations would be treated as non-admitted
assets for purposes of measuring statutory surplus and risk-based capital.
The securities and credit markets recently have been experiencing extreme volatility and
disruption.
Adverse conditions in the U.S. and global capital markets can significantly and adversely
affect the value of our investments in debt and equity securities, other investments, our
profitability and our financial position, and we do not expect these conditions to improve in the
near future.
The global capital markets, including credit markets, have been experiencing extreme
volatility. As an insurer, we have a substantial investment portfolio that is comprised
particularly of debt securities of issuers located in the U.S. As a result, the income we earn
from our investment portfolio is largely driven by the level of interest rates in the U.S,
financial markets, and volatility, uncertainty and/or disruptions in the global capital markets,
particularly the U.S. credit markets, and governments monetary policy, particularly the easing of
U.S. monetary policy, can significantly and adversely affect the value of our investment portfolio,
our profitability and/or our financial position by:
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Significantly reducing the value of the debt securities we hold in our investment
portfolio, and creating net realized capital losses that reduce our operating results
and/or net unrealized capital losses that reduce our shareholders equity. |
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Lowering interest rates on high quality short-term debt securities and thereby
materially reducing our net investment income and operating results. |
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Making it more difficult to value certain of our investment securities, for example if
trading becomes less frequent, which could lead to significant period-to-period changes in
our estimates of the fair values of those securities and cause period-to-period volatility
in our operating results and shareholders equity. |
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Reducing our ability to issue other securities. |
The volatility and disruption in the securities and credit markets has impacted our investment
portfolio. We evaluate our investment securities for other-than-temporary impairment on a
quarterly basis. This review is subjective and requires a high degree of judgment. It also
requires us to make certain assessments about the potential recovery of the assets we hold. For
the purpose of determining gross realized gains and losses, the cost of investment securities is
based upon specific identification. During the years ended December 31, 2010 and 2009, we realized
losses associated with other-than-temporary impairments of $3.0 million and $7.1 million,
respectively. The gross unrealized losses of our available-for-sale and held-to-maturity
securities were $5.4 million and $14.9 million at December 31, 2010 and 2009, respectively. The
gross unrealized gains of our available-for-sale and held-to-maturity securities were $47.8 million
and $26.4 million at December 31, 2010 and 2009, respectively. Given current market conditions,
there is a continuing risk that further declines in fair value may occur and additional material
realized losses from sales or other-than-temporary impairments may be recorded in future periods.
We believe our cash balances, investment securities, operating cash flows, and funds available
under our credit agreement, taken together, provide adequate resources to fund ongoing operating
and regulatory requirements. However, continuing adverse securities and credit market conditions
could significantly affect the availability of credit.
The geographic concentration of our business in Puerto Rico may subject us to economic
downturns in the region.
Substantially all of our business activity is with insureds located throughout Puerto
Rico, and as such, we are subject to the risks associated with the Puerto Rico economy. The major
factors affecting the economy are, among others, high oil prices, the slowdown of economic activity
in the United States, and the continuing economic uncertainty generated by the budgetary deficiency
affecting the government of Puerto Rico.
The Puerto Rico government is currently facing a structural deficit between recurring
government revenues and expenses. On March 9, 2009, the Governor signed the multi-year Fiscal
Stabilization and Economic Reconstruction Plan, which provides for additional revenue generation
measures, sets forth a cost reduction plan, including a reduction in public-sector employment, and
provides for a number of financial initiatives geared towards achieving a balanced budget in four
years. Since the government is an important source of employment in Puerto Rico, these measures
could have the effect of intensifying the current recessionary cycle.
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If economic conditions in Puerto Rico continue to deteriorate, we may experience a reduction
in existing and new business, which could have a material adverse effect on our business, financial
condition and results of operations.
We may not be able to retain our executive officers and significant employees, and the loss of
any one or more of these officers and their expertise could adversely affect our business.
Our operations are highly dependent on the efforts of our senior executives, each of whom
has been instrumental in developing our business strategy and forging our business relationships.
While we believe that we could find replacements, the loss of the leadership, knowledge and
experience of our executive officers could adversely affect our business. Replacing many of our
executive officers might be difficult or take an extended period of time because a limited number
of individuals in the industries in which we operate have the breadth and depth of skills and
experience necessary to successfully operate and expand a business such as ours. We do not
currently maintain key-man life insurance on any of our executive officers nor do we have a
non-competition agreement in place with any executive officer, other than our Chief Executive
Officer.
The success of our business depends on developing and maintaining effective information
systems.
Our business and operations may be affected if we do not maintain and upgrade our
information systems and the integrity of our proprietary information. We are materially dependent
on our information systems for all aspects of our business operations, including monitoring
utilization and other factors, supporting our managed care management techniques, processing
provider claims and providing data to our regulators, and our ability to compete depends on our
ability to continue to adapt technology on a timely and cost-effective basis. Malfunctions in our
information systems, communication and energy disruptions, security breaches or the failure to
maintain effective and up-to-date information systems could disrupt our business operations,
alienate customers, contribute to customer and provider disputes, result in regulatory violations
and possible liability, increase administrative expenses or lead to other adverse consequences.
The use of member data by all of our businesses is regulated at federal and local levels. These
laws and rules change frequently and developments require adjustments or modifications to our
technology infrastructure.
Our information systems and applications require continual maintenance, upgrading and
enhancement to meet our operational needs. If we are unable to maintain or expand our systems, we
could suffer from, among other things, operational disruptions, such as the inability to pay claims
or to make claims payments on a timely basis, loss of members, difficulty in attracting new
members, regulatory problems, and increases in administrative expenses. We selected Quality Care
Solutions, Inc., a wholly owned subsidiary of The TriZetto Group, Inc, to implement new core
business applications for our managed care segment. We completed an initial assessment during 2007
and commenced the implementation of the new application in 2008. Our Managed Care segment began
transitioning to the new application in 2010. The transitioning process is expected to continue
into 2011, when we expect to complete the full migration. If we are unsuccessful in implementing
these improvements in a timely manner or if these improvements do not meet our customers
requirements, we may not be able to recoup these costs and expenses and effectively compete in our
industry.
Our business requires the secure transmission of confidential information over public
networks. Advances in computer capabilities, new discoveries in the field of cryptography or other
events or developments could result in compromises or breaches of our security system and patient
data stored in our information systems. Anyone who circumvents our security measures could
misappropriate our confidential information or cause interruptions in services or operations. The
internet is a public network and data is sent over this network from many sources. In the past,
computer viruses or software programs that disable or impair computers have been distributed and
have rapidly spread over the internet. Computer viruses could be introduced into our systems, or
those of our providers or regulators, which could disrupt our operations, or make our systems
inaccessible to our providers or regulators.
We may be required to expend significant capital and other resources to protect against the
threat of security breaches or to alleviate problems caused by breaches. Because of the
confidential health information we store and transmit, security breaches could expose us to a risk
of regulatory action, litigation, possible liability and loss. Our security measures may be
inadequate to prevent security breaches, and our business operations would be adversely affected by
cancellation of contracts and loss of members if security breaches are not prevented or
appropriately remediated.
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In September 2010, we have recently learned of a breach and other unauthorized access to a
specific internet database managed by TCI. We have completed our investigation and determined that
the intrusions were the result of the unauthorized use of one of more active user IDs and passwords
and not the result of a breach to our security system. See Item 3. Legal Proceedings
Intrusions into Triple-C, Inc. Internet IPA Database.
We face risks related to litigation.
In addition to the litigation risks discussed above in Risks Relating to Our Capital
Stock, we are, or may be in the future, a party to a variety of legal actions that affect any
business, such as employment and employment discrimination-related suits, employee benefit claims,
breach of contract actions, tort claims and intellectual property-related litigation. In addition,
because of the nature of our business, we may be subject to a variety of legal actions relating to
our business operations, including the design, management and offering of our products and
services. These could include:
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claims relating to the denial of managed care benefits; |
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medical malpractice actions; |
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allegations of anti-competitive and unfair business activities; |
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provider disputes over compensation and termination of provider contracts; |
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disputes related to self-funded business; |
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disputes over co-payment calculations; |
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claims related to the failure to disclose certain business practices; |
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claims relating to customer audits and contract performance; and |
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claims by regulatory agencies or whistleblowers for regulatory non-compliance,
including but not limited to fraud and health information privacy (including HIPAA). |
We are a defendant in various lawsuits, some of which involve claims for substantial and/or
indeterminate amounts and the outcome of which is unpredictable. While we are defending these
suits vigorously, we will incur expenses in the defense of these suits. Any adverse judgment
against us resulting in damage awards could have an adverse effect on our cash flows, results of
operations and financial condition. See Item 3. Legal Proceedings.
Large-scale natural disasters may have a material adverse effect on our business, financial
condition and results of operations.
Puerto Rico has historically been at a relatively high risk of natural disasters such as
hurricanes and earthquakes. If Puerto Rico were to experience a large-scale natural disaster,
claims incurred by our managed care, property and casualty and life insurance segments would likely
increase and our properties may incur substantial damage, which could have a material adverse
effect on our business, financial condition and results of operations.
Non-financial covenants in our secured term loan and note purchase agreements may restrict our
operations.
We are a party to a secured loan with a commercial bank for an aggregate amount of $41.0
million, for which we had an outstanding balance of $21.0 million as of December 31, 2010. Also,
we have an aggregate principal amount of $120.0 million of senior unsecured notes outstanding,
consisting of a $50.0 million aggregate principal amount of 6.30% notes due 2019, a $35.0 million
aggregate principal amount of 6.60% notes due 2020 and a $35.0 million aggregate principal amount
of 6.70% notes due 2021 (collectively, the notes). The secured term loan and the note purchase
agreements governing the notes contain non-financial covenants that restrict, among other things,
the granting of certain liens, limitations on acquisitions and limitations on changes in control.
These non-financial covenants could restrict our operations. In addition, if we fail to make any
required payment under our secured term loan or note purchase agreements governing the notes or to
comply with any of the non-financial covenants included therein, we would be in default and the
lenders or holders of our debt, as the case may be, could cause all of our outstanding debt
obligations under our secured term loan or note purchase agreements to become immediately due and
payable, together with accrued and unpaid interest and, in the case of the secured term loan, cease
to make further extensions of credit. If the indebtedness under our secured term loan or note
purchase agreements is accelerated, we may be unable to repay or re-finance the amounts due and our
business may be materially adversely affected.
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We may incur additional indebtedness in the future. Covenants related to such indebtedness
could also adversely affect our ability to pursue desirable business opportunities.
We may incur additional indebtedness in the future. Our debt service obligations may
require us to use a portion of our cash flow to pay interest and principal on debt instead of for
other corporate purposes, including funding future expansion. If our cash flow and capital
resources are insufficient to service our debt obligations, we may be forced to seek extraordinary
dividends from our subsidiaries, sell assets, seek additional equity or debt capital or restructure
our debt. However, these measures might be prohibited by applicable regulatory requirements or
unsuccessful or inadequate in permitting us to meet scheduled debt service obligations.
We may also incur future debt obligations that might subject us to restrictive covenants that
could affect our financial and operational flexibility. Our breach or failure to comply with any
of these covenants could result in a default under our secured term loan and note purchase
agreements and the acceleration of amounts due thereunder. Indebtedness could also limit our
ability to pursue desirable business opportunities, and may affect our ability to maintain an
investment grade rating for our indebtedness.
We may pursue acquisitions in the future.
We may acquire additional companies or assets if consistent with our strategic plan for
growth. The following are some of the potential risks associated with acquisitions that could have
a material adverse effect on our business, financial condition and results of operations:
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disruption of on-going business operations, distraction of management, diversion of
resources and difficulty in maintaining current business standards, controls and
procedures; |
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difficulty in integrating information technology of an acquired entity and
unanticipated expenses related to such integration; |
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difficulty in the integration of an acquired entitys accounting, financial reporting,
management, information, human resources and other administrative systems and the lack of
control if such integration is delayed or not implemented; |
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difficulty in the implementation of controls, procedures and policies appropriate for
filers with the SEC at companies that prior to acquisition lacked such controls, policies
and procedures; |
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potential unknown liabilities associated with the acquired company; |
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failure of acquired businesses to achieve anticipated revenues, earnings or cash flow; |
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dilutive issuances of equity securities and incurrence of additional debt to finance
acquisitions; |
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other acquisition-related expenses, including amortization of intangible assets and
write-offs; and |
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competition with other firms, some of which may have greater financial and other
resources, to acquire attractive companies. |
In addition, we may not successfully realize the intended benefits of any acquisition or
investment.
Risks Relating to Taxation
If the Company is considered to be a controlled foreign corporation under the related person
insurance income rules for U.S. federal income tax purposes, U.S. persons that own the Companys
shares of Class B common stock could be subject to adverse tax consequences.
The Company does not expect that it will be considered a controlled foreign corporation
under the related person insurance income rules (a RPII CFC) for U.S. federal income tax
purposes. However, because RPII CFC status depends in part upon the correlation between an
insurance companys shareholders and such companys insurance customers and the extent of such
companys insurance business outside its country of incorporation, there can be no assurance that
the Company will not be a RPII CFC in any taxable year. The Company does not intend to monitor
whether or not it generates RPII or becomes an RPII CFC. If the Company were a RPII CFC in any
taxable year, certain adverse tax consequences could apply to U.S. persons that own the Companys
shares of Class B common stock.
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If the Company is considered to be a passive foreign investment company for U.S. federal
income tax purposes, U.S. persons that own the Companys shares of Class B common stock could be
subject to adverse tax consequences.
The Company does not expect that it will be considered a passive foreign investment
company (a PFIC) for U.S. federal income tax purposes. However, since PFIC status depends upon
the composition of a companys income and assets and the market value of its assets (including,
among others, less than 25 percent owned equity investments and the Companys ability to use the
proceeds from its initial public offering in a timely fashion) from time to time, there can be no
assurance that the Company will not be considered a PFIC for any taxable year. The Companys
belief that it is not a PFIC is based, in part, on the fact that the PFIC rules include provisions
intended to provide an exception for bona fide insurance companies predominately engaged in an
insurance business. However, the scope of this exception is not entirely clear and there are no
administrative pronouncements, judicial decisions or Treasury regulations that provide guidance as
to the application of the PFIC rules to insurance companies. If the Company were treated as a PFIC
for any taxable year, certain adverse consequences could apply to certain U.S. persons that own the
Companys shares of Class B common stock.
Risks Relating to the Regulation of Our Industry
Changes in governmental regulations, or the application thereof, may adversely affect our business,
financial condition and results of operations.
Our business is subject to substantial federal and local regulation and frequent changes
to the applicable legislative and regulatory schemes, including general business regulations and
laws relating to taxation, privacy, data protection, pricing, insurance, Medicare and health care
fraud and abuse laws. Please refer to Item 1. Business Regulation. Changes in these laws,
enactment of new laws or regulations, changes in interpretation of these laws or changes in
enforcement of these laws and regulations may materially impact our business. Such changes include
without limitation:
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initiatives to provide greater access to coverage for uninsured and under-insured
populations without adequate funding to health plan or to be funded through taxes or other
negative financial levy on health plans; |
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payments to health plans that are tied to achievement of certain quality performance
measures; |
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other efforts or specific legislative changes to the Medicare or Medicaid programs,
including changes in the bidding process or other means of materially reducing premiums; |
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local government regulatory changes; |
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increased government enforcement, or changes in interpretation or application, of fraud
and abuse laws; and |
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regulations that increase the operational burden on health plans that increase a health
plans exposure to liabilities, including efforts to expand the tort liability of health
plans. |
Regulations imposed by the Commissioner of Insurance, among other things, influence how our
insurance subsidiaries conduct business and solicit subscriptions for shares of capital stock, and
place limitations on investments and dividends. Possible penalties for violations of such
regulations include fines, orders to cease or change practices or behavior and possible suspension
or termination of licenses. The regulatory powers of the Commissioner of Insurance are designed to
protect policyholders, not shareholders. While we cannot predict the terms of future regulation,
the enactment of new legislation could affect the cost or demand of insurance policies, limit our
ability to obtain rate increases in those cases where rates are regulated, otherwise restrict our
operations, limit the expansion of our business, expose us to expanded liability or impose
additional compliance requirements. In addition, we may incur additional operating expenses in
order to comply with new legislation and may be required to revise the ways in which we conduct our
business.
Future regulatory actions by the Commissioner of Insurance or other governmental agencies,
including federal regulations, could have a material adverse effect on the profitability or
marketability of our business, financial condition and results of operations.
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We may be subject to government audits, regulatory proceedings or investigative actions, which
may find that our policies, procedures, practices or contracts are not compliant with, or are in
violation of, applicable healthcare regulations.
Federal and Puerto Rico government authorities, including but not limited to the
Commissioner of Insurance, ASES, CMS, the OIG, the Office of the Civil Rights of HHS, the U.S.
Department of Justice, the U.S. Department of Labor, and the OPM, regularly make inquiries and
conduct audits concerning our compliance with applicable insurance and other laws and regulations.
We may also become the subject of non-routine regulatory or other investigations or proceedings
brought by these or other authorities, and our compliance with and interpretation of applicable
laws and regulations may be challenged. In addition, our regulatory compliance may also be
challenged by private citizens under the whistleblower provisions of applicable laws. The
defense of any such challenge could result in substantial cost, diversion of resources, and a
possible material adverse effect on our business.
An adverse action could result in one or more of the following:
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recoupment of amounts we have been paid pursuant to our government contracts; |
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mandated changes in our business practices; |
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imposition of significant civil or criminal penalties, fines or other sanctions on us
and/or our key employees; |
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loss of our right to participate in Medicare or other federal or local programs; damage
to our reputation; |
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increased difficulty in marketing our products and services; |
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inability to obtain approval for future services or geographic expansions; and |
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loss of one or more of our licenses to act as an insurance company, preferred provider
or managed care organization or other licensed entity or to otherwise provide a service. |
Our failure to maintain an effective corporate compliance program may increase our exposure to
civil damages and penalties, criminal sanctions and administrative remedies, such as program
exclusion, resulting from an adverse review. Any adverse review, audit or investigation could
reduce our revenue and profitability and otherwise adversely affect our operating results.
As a Medicare Advantage program participant, we are subject to complex regulations. If we
fail to comply with these regulations, we may be exposed to criminal sanctions and significant
civil penalties, and our Medicare Advantage contracts may be terminated or our operations may be
required to change in a manner that has a material impact on our business.
The laws and regulations governing Medicare Advantage program participants are complex,
subject to interpretation and can expose us to penalties for non-compliance. If we fail to comply
with these laws and regulations, we could be subject to criminal fines, civil penalties or other
sanctions, including the termination of our Medicare Advantage contracts.
The revised rate calculation system for Medicare Advantage and the payment system for the
Medicare Part D established by the MMA could reduce our profitability.
Effective January 1, 2006, a revised rate calculation system based on a competitive
bidding process was instituted for Medicare Advantage managed care plans, including our Medicare
Selecto and Medicare Optimo plans. The statutory payment rate was relabeled as the benchmark
amount, and plans submit competitive bids that reflect the costs they expect to incur in providing
the base Medicare benefits. If the accepted bid is less than the benchmark, Medicare pays the plan
its bid plus a rebate of 75% of the amount by which the benchmark exceeds the bid. However, these
rebates can only be used to enhance benefits or lower premiums and co-pays for plan members. If
the bid is greater than the benchmark, the plan will be required to charge a premium to enrollees
equal to the difference between the bid and the benchmark, which could affect our ability to
attract enrollees. CMS reviews the methodology and assumptions used in bidding with respect to
medical and administrative costs, profitability and other factors. CMS could challenge such
methodology or assumptions or seek to cap or limit plan profitability.
A number of legislative proposals, as well as PPACA, includes efforts to save federal funds by
implementing significant rate reductions to Medicare Advantage plans through changes in the
competitive bidding process, tying the country benchmarks to Medicare fee for service expenditures,
or other means.
Page 41
In addition, the Medicare Part D prescription drug benefit payments to plans are determined
through a competitive bidding process, and enrollee premiums also are tied to plan bids. The bids
reflect the plans expected costs for a Medicare beneficiary of average health; CMS adjusts
payments to plans based on enrollees health and other factors. The program is largely subsidized
by the federal government and is additionally supported by risk-sharing between Medicare Part D
plans and the federal government through risk corridors designed to limit the profits or losses of
the drug plans and reinsurance for catastrophic drug costs. The government payment amount to plans
is based on the national weighted average monthly bid for basic Part D coverage, adjusted for
member demographics and risk factor payments. The beneficiary will be responsible for the
difference between the government payment amount and his or her plans bid, together with the
amount of his or her plans supplemental premium (before rebate allocations), subject to the
co-pays, deductibles and late enrollment penalties, if applicable. Additional subsidies are
provided for dual-eligible beneficiaries and specified low-income beneficiaries. Medicare also
subsidizes 80% of drug spending above an enrollees catastrophic threshold.
We face the risk of reduced or insufficient government funding and we may need to terminate
our Medicare Advantage and/or Part D contracts with respect to unprofitable markets, which may have
a material adverse effect on our financial position, results of operations or cash flows. In
addition, as a result of the competitive bidding process, our ability to participate in the
Medicare Advantage and/or the Part D programs is affected by the pricing and design of our
competitors bids. Moreover, we may in the future be required to reduce benefits or charge our
members an additional premium in order to maintain our current level of profitability, either of
which could make our health plans less attractive to members and adversely affect our membership.
CMSs risk adjustment payment system and budget neutrality factors make our revenue and
profitability difficult to predict and could result in material retroactive adjustments to our
results of operations.
CMS has implemented a risk adjustment payment system for Medicare Advantage plans to
improve the accuracy of payments and establish incentives for such plans to enroll and treat less
healthy Medicare beneficiaries. CMS phased in this payment methodology with a risk adjustment
model that bases a portion of the total CMS reimbursement payments on various clinical and
demographic factors. CMS requires that all managed care companies capture, collect and submit the
necessary diagnosis code information to CMS for reconciliation with CMSs internal database. As a
result of this process, it is difficult to predict with certainty our future revenue or
profitability. In addition, our own risk scores for any period may result in favorable or
unfavorable adjustments to the payments we receive from CMS and our Medicare payment revenue.
There can be no assurance that our contracting physicians and hospitals will be successful in
improving the accuracy of recording diagnosis code information, which has an impact on our risk
scores.
Between 2003 and 2010, payments to Medicare Advantage plans are also adjusted by a budget
neutrality factor that was implemented by Congress and CMS to prevent health plan payments from
being reduced overall while, at the same time, directing risk adjusted payments to plans with more
chronically ill enrollees. In general, this adjustment has favorably impacted payments to all
Medicare Advantage plans. However, this adjustment has been phased out. Furthermore, even with
the enactment of PPACA, MedPac and other constituencies continue to recommend that Congress enact
legislation that would reduce Medicare Advantage payment to equalize payments for services made
through Medicare Advantage plans and the traditional fee-for-service Medicare program. We cannot
provide assurance if, when or to what degree Congress may enact legislation including any such
recommendation, but any reduction in Medicare Advantage rates could have a material adverse effect
on our revenue, financial position, results of operations or cash flow.
If during the open enrollment season our Medicare Advantage members enroll in another Medicare
Advantage plan, they will be automatically disenrolled from our plan, possibly without our
immediate knowledge.
Pursuant to the MMA, members enrolled in one insurers Medicare Advantage program will be
automatically unenrolled from that program if they enroll in another insurers Medicare Advantage
program. If our members enroll in another insurers Medicare Advantage program during the open
enrollment season, we may not discover that such member has been unenrolled from our program until
such time as we fail to receive reimbursement from the CMS in respect of such member, which may
occur several months after the end of the open season. As a result, we may discover that a member
has unenrolled from our program after we have already provided services to such
Page 42
individual. Our profitability would be reduced as a result of such failure to receive payment
from CMS if we had made related payments to providers and were unable to recoup such payments from
them.
If we are deemed to have violated the insurance company change of control statutes in Puerto
Rico, we may suffer adverse consequences.
We are subject to change of control statutes applicable to insurance companies. These
statutes regulate, among other things, the acquisition of control of an insurance company or a
holding company of an insurance company. Under these statutes, no person may make an offer to
acquire or to sell the issued and outstanding voting stock of an insurance company, which
constitutes 10% or more of the issued and outstanding stock of an insurance company, or of the
total stock issued and outstanding of a holding company of an insurance company, or solicit or
receive funds in exchange for the issuance of new shares of the
holding companys or its insurance
subsidiaries capital stock, without the prior approval of the Commissioner of Insurance. Our
amended and restated articles of incorporation (the articles) prohibit any institutional investor
from owning 10% or more of our voting power and any person that is not an institutional investor
from owning 5% or more of our voting power. We cannot, however, assure you that ownership of our
securities will remain below these thresholds. To the extent that a person, including an
institutional investor, acquires shares in excess of these limits, our articles provide that we
will have the power to take certain actions, including refusing to give effect to a transfer or
instituting proceedings to enjoin or rescind a transfer, in order to avoid a violation of the
ownership limitation in the articles. If the Commissioner of Insurance determines that a change of
control has occurred, we could be subject to fines and penalties, and in some instances the
Commissioner of Insurance would have the discretion to revoke our operating licenses.
We are also subject to change of control limitations pursuant to our BCBSA license agreements.
The BCBSA ownership limits restrict beneficial ownership of our voting capital stock to less than
10% for an institutional investor and less than 5% for a non-institutional investor, both as
defined in our articles. In addition, no person may beneficially own shares of our common stock or
other equity securities, or a combination thereof, representing a 20% or more ownership interest,
whether voting or non-voting, in our company. This provision in our articles cannot be changed
without the prior approval of the BCBSA and the vote of holders of at least 75% of our common
stock.
Our insurance subsidiaries are subject to minimum capital requirements. Our failure to meet
these standards could subject us to regulatory actions.
Puerto Rico insurance laws and the regulations promulgated by the Commissioner of
Insurance, among other things, require insurance companies to maintain certain levels of capital,
thereby restricting the amount of earnings that can be distributed by our insurance subsidiaries to
us. Although we are currently in compliance with these requirements, there can be no assurance
that we will continue to comply in the future. Failure to maintain required levels of capital or
to otherwise comply with the reporting requirements of the Commissioner of Insurance could subject
our insurance subsidiaries to corrective action, including government supervision or liquidation,
or require us to provide financial assistance, either through subordinated loans or capital
infusions, to our subsidiaries to ensure they maintain their minimum statutory capital
requirements.
We are also subject to minimum capital requirements pursuant to our BCBSA license agreements.
See Risks Related to Our Business The termination or modification of our license agreements to
use the BCBS name and mark could have a material adverse effect on our business, financial
condition and results of operations.
We are required to comply with laws governing the transmission, security and privacy of health
information.
Certain implementing regulations of HIPAA require us to comply with standards regarding
the formats for electronic transmission, and the privacy and security of certain health information
within our company and with third parties, such as managed care providers, business associates and
our members. While we have agreements in place with our business associates, we have limited
control over their operations regarding the privacy and security of protected heath information.
The HIPAA regulations also provide access rights and other rights for health plan beneficiaries
with respect to their health information. These regulations include standards for certain
electronic transactions, including encounter and claims information, health plan eligibility and
payment information. Compliance with HIPAA is enforced by HHSs Office for Civil Rights for
privacy, CMS for security and electronic transactions, and by the U.S. Department of Justice for
criminal violations, and by States Attorneys General once the
Page 43
HIPAA amendments under the Stimulus are implemented. In addition, last fall CMS advised all
Medicare Advantage plans, including TSS, of CMS intention to increase its enforcement activities
of the privacy regulations under HIPAA with respect to Medicare beneficiaries. Further, the
Gramm-Leach-Bliley Act imposes certain privacy and security requirements on insurers that may apply
to certain aspects of our business as well.
We continue to implement and revise our health information policies and procedures to monitor
and ensure our compliance with these laws and regulations, including the HIPAA amendments under the
Stimulus. Furthermore, Puerto Ricos ability to promulgate its own laws and regulations (including
those issued in response to the Gramm-Leach-Bliley Act), such as Act No. 194 of August 25, 2000,
also known as the Patients Rights and Responsibilities Act, including those more stringent than
HIPAA, and uncertainty regarding many aspects of such state requirements, make compliance with
applicable health information laws more difficult. For these reasons, our total compliance costs
may increase in the future.
Puerto Rico insurance laws and regulations and provisions of our articles and bylaws could
delay, deter or prevent a takeover attempt that shareholders might consider to be in their best
interests and may make it more difficult to replace members of our board of directors and have the
effect of entrenching management.
Puerto Rico insurance laws and the regulations promulgated thereunder, and our articles
and bylaws may delay, defer, prevent or render more difficult a takeover attempt that our
shareholders might consider to be in their best interests. For instance, they may prevent our
shareholders from receiving the benefit from any premium to the market price of our common stock
offered by a bidder in a takeover context. Even in the absence of a takeover attempt, the
existence of these provisions may adversely affect the prevailing market price of our common stock
if they are viewed as discouraging takeover attempts in the future.
Our license agreements with the BCBSA require that our articles contain certain provisions,
including ownership limitations. See Risks Relating to the Regulation of Our Industry If we are
deemed to have violated the insurance company change of control statutes in Puerto Rico, we may
suffer adverse consequences.
Other provisions included in our articles and bylaws may also have anti-takeover effects and
may delay, defer or prevent a takeover attempt that our shareholders might consider to be in their
best interests. In particular, our articles and bylaws:
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permit our board of directors to issue one or more series of preferred stock; |
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divide our board of directors into three classes serving staggered three-year terms; |
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limit the ability of shareholders to remove directors; |
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impose restrictions on shareholders ability to fill vacancies on our board of
directors; |
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impose advance notice requirements for shareholder proposals and nominations of
directors to be considered at meetings of shareholders; and |
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impose restrictions on shareholders ability to amend our articles and bylaws. |
See also Risks Relating to the Regulation of Our Industry If we are deemed to have
violated the insurance company change of control statutes in Puerto Rico, we may suffer adverse
consequences.
Puerto Rico insurance laws and the regulations promulgated by the Commissioner of Insurance
may also delay, defer, prevent or render more difficult a takeover attempt that our shareholders
might consider to be in their best interests. For instance, the Commissioner of Insurance must
review any merger, consolidation or new issue of shares of capital stock of an insurer or its
parent company and make a determination as to the fairness of the transaction. Also, a director of
an insurer must meet certain requirements imposed by Puerto Rico insurance laws.
These voting and other restrictions may operate to make it more difficult to replace members
of our board of directors and may have the effect of entrenching management regardless of their
performance.
Item 1B. Unresolved Staff Comments
None.
Page 44
Item 2. Properties
We own a seven story building located at 1441 F.D. Roosevelt Avenue, in San Juan, Puerto
Rico, and two adjacent buildings, as well as the adjoining parking lot. In addition, we own five
floors of a fifteen-story building located at 1510 F.D. Roosevelt Avenue, in Guaynabo, Puerto Rico.
The properties are subject to liens under our credit facilities. See Item 7Managements
Discussion and Analysis of Financial Condition and Results of Operation Liquidity and Capital
Resources.
We also own land in the municipality of Mayagüez, Puerto Rico, in which we have begun to build
a multi-segment customer service center. In addition to the properties described above, we or our
subsidiaries are parties to operating leases that are entered into in the ordinary course of
business.
We believe that our facilities are in good condition and that the facilities, together with
capital improvements and additions currently underway, are adequate to meet our operating needs for
the foreseeable future. The need for expansion, upgrading and refurbishment of facilities is
continually evaluated in order to keep facilities aligned with planned business growth and
corporate strategy.
Item 3. Legal Proceedings
As of December 31, 2010, the Company is a defendant in various lawsuits arising in the
ordinary course of business. We are also defendants in various other claims and proceedings, some
of which are described below. Furthermore, the Commissioner of Insurance, as well as other Federal
and Puerto Rico government authorities, regularly make inquiries and conduct audits concerning the
Corporations compliance with applicable insurance and other laws and regulations.
Management believes that the aggregate liabilities, if any, arising from all such claims,
assessments, audits and lawsuits will not have a material adverse effect on the consolidated
financial position or results of operations of the Corporation. However, given the inherent
unpredictability of these matters, it is possible that an adverse outcome in certain matters could
have a material adverse effect on our financial condition, operating results and/or cash flows.
Where the Corporation believes that a loss is both probable and estimable, such amounts have been
recorded. In other cases, it is at least reasonably possible that the Corporation may incur a loss
related to one or more of the mentioned pending lawsuits or investigations, but the Corporation is
unable to estimate the range of possible loss which may be ultimately realized, either individually
or in the aggregate, upon their resolution.
Additionally, we may face various potential litigation claims that have not to date been
asserted, including claims from persons purporting to have contractual rights to acquire shares of
the Corporation on favorable terms or to have inherited such shares notwithstanding applicable
transfer and ownership restrictions. See Item 1A. Risk Factors Risks Relating to our Capital
Stock.
Hau et al Litigation (formerly known as Jordan et al)
On April 24, 2002, Octavio Jordán, Agripino Lugo, Ramón Vidal, and others filed a suit
against the Corporation, the Corporations subsidiary TSS and others in the Court of First Instance
for San Juan, Superior Section (the Court of First Instance), alleging, among other things,
violations by the defendants of provisions of the Puerto Rico Insurance Code, antitrust violations,
unfair business practices, RICO violations, breach of contract with providers, and damages in the
amount of $12 million. Following years of complaint amendments, motions practice and interim
appeals up to the level of the Puerto Rico Supreme Court, the plaintiffs amended their complaint on
June 20, 2008 to allege with particularity the same claims initially asserted but on behalf of a
more limited group of plaintiffs, and increase their claim for damages to approximately $207
million. After extensive discovery, plaintiffs amended their complaint for the third time and
dropped all claims predicated on violations of the antitrust and RICO laws and the Puerto Rico
Insurance Code. In addition, the plaintiffs voluntarily dismissed with prejudice any and all
claims against officers of the Corporation and TSS. Two of the original plaintiffs were also
eliminated from the Third Amended Complaint (TAC). The TAC only alleges breach of seven share
acquisition agreements (see Item 1A Risk Factors Risks Relating to our Capital Stock), breach
of the provider contract by way of discriminatory audits and improper payment of services rendered.
Against a former President of TSM, Plaintiffs allege a claim for libel and slander. Discovery is
ongoing. The Corporation intends to vigorously defend this claim.
Page 45
Dentists Association Litigation
On February 11, 2009, the Puerto Rico Dentists Association (Colegio de Cirujanos
Dentistas de Puerto Rico) filed a complaint in the Court of First Instance against 24 health plans
operating in Puerto Rico that offer dental health coverage. The Corporation and two of its
subsidiaries, TSS and Triple-C, Inc. (TCI), were included as defendants. This litigation
purports to be a class action filed on behalf of Puerto Rico dentists who are similarly situated;
however, the complaint does not include a single dentist as a class representative nor a definition
of the intended class.
The complaint alleges that the defendants, on their own and as part of a common scheme,
systematically deny, delay and diminish the payments due to dentists so that they are not paid in a
timely and complete manner for the covered medically necessary services they render. The complaint
also alleges, among other things, violations to the Puerto Rico Insurance Code, antitrust laws, the
Puerto Rico racketeering statute, unfair business practices, breach of contract with providers, and
damages in the amount of $150 million. In addition, the complaint claims that the Puerto Rico
Insurance Companies Association is the hub of an alleged conspiracy concocted by the member plans
to defraud dentists. There are numerous available defenses to oppose both the request for class
certification and the merits. The Corporation intends to vigorously defend this claim.
Two codefendant plans, whose main operations are outside Puerto Rico, removed the case to
federal court in Florida, which the plaintiffs and the other codefendants, including the
Corporation, opposed. The federal district court in Florida decided that it lacked jurisdiction
under the Class Action Fairness Act (CAFA) and remanded the case to state court. The removing
defendants petitioned to appeal to the First Circuit Court of Appeals. Having accepted the appeal,
the First Circuit Court of Appeals issued an order in late October 2009 which found the lower
courts decision premature. The Court of Appeals remanded the case to the federal district court
in Puerto Rico (the DC) and allowed limited discovery to determine whether the case should be
heard in federal court pursuant to CAFA. The parties completed the limited discovery in August
2010 and supplemented their previous filings.
On February 8, 2011 the DC issued its Opinion and Order, denying plaintiffs motion to remand
the case to state court because the injuries alleged in the complaint could be suffered outside
Puerto Rico. It also decided to retain jurisdiction.
We plan to petition the DC to reconsider its ruling, pointing to clear evidence that the
removing defendants are not primary defendants for purposes of CAFA and therefore, the case should
be heard in state court.
Colón Litigation
On October 15, 2007, José L. Colón-Dueño, a former holder of one share of TSS predecessor
stock, filed suit against TSS and the Puerto Rico Commissioner of Insurance (the Commissioner) in
the Court of First Instance. The sale of that share to Mr. Colón-Dueño was voided in 1999 pursuant
to an order issued by the Commissioner in which the sale of 1,582 shares to a number of TSS
shareholders was voided. TSS, however, appealed the Commissioners order before the Puerto Rico
Court of Appeals, which upheld the order on March 31, 2000. Plaintiff requests that the court
direct TSS to return his share of stock and compensate him for alleged damages in excess of
$500,000 plus attorneys fees. On January 13, 2011 case was dismissed with prejudice and
plaintiff filed an appeal on the Puerto Rico Court of Appeals. The Corporation is vigorously
contesting this lawsuit because, among other reasons, the Commissioners order is final and cannot
be collaterally attacked in this litigation.
Claims by Heirs of Former Shareholders
The Corporation and TSS are defending five individual lawsuits, all filed in state court,
from persons who claim to have inherited a total of 71 shares of the Corporation or one of its
predecessors or affiliates (before giving effect to the 3,000-for-one stock split) . While each
case presents unique facts and allegations, the lawsuits generally allege that the redemption of
the shares by the Corporation pursuant to transfer and ownership restrictions contained in the
Corporations (or its predecessors or affiliates) articles of incorporation and bylaws was
improper. One of the cases is in its initial stage and one other case was dismissed with prejudice
and plaintiff has filed a request for reconsideration. In the other cases, discovery has been
completed and the parties are awaiting trial. Management believes all these claims are time barred
under one or more statutes of limitations and other grounds and is vigorously defending them. This
belief is supported by the outcome of a similar claim brought by non-medical heirs
against us in 2009. The Puerto Rico Court of Appeals dismissed that case as time barred under
the two year statute
Page 46
of limitations contained in the local securities law, and the Puerto Rico
Supreme Court denied the plaintiffs petition for certiorari in January 2011.
ACODESE Investigation
During April 2010, each of the Companys wholly-owned insurance subsidiaries received
subpoenas for documents from the U.S. Attorney for the Commonwealth of Puerto Rico (the U.S.
Attorney) and the Puerto Rico Department of Justice (PRDOJ) requesting information principally
related to the Asociación de Compañías de Seguros de Puerto Rico, Inc. (ACODESE by its Spanish
acronym). Also in April, the Companys insurance subsidiaries received a request for information
from the Office of the Commissioner of Insurance of Puerto Rico (OCI) related principally to
ACODESE. The Companys insurance subsidiaries are members of ACODESE, an insurance trade
association established in Puerto Rico since 1975, and their current presidents have participated
over the years on ACODESEs board of directors.
The Company believes similar subpoenas and information requests were issued to other member
companies of ACODESE in connection with the investigation of alleged payments by the former
Executive Vice President of ACODESE to members of the Puerto Rico Legislative Assembly beginning in
2005. The Company, however, has not been informed of the specific subject matter of the
investigations being conducted by the U.S. Attorney, the PRDOJ or the OCI. The Company is fully
complying with the subpoenas and the request for information and intends to cooperate with any
related government investigation. The Company at this time cannot reasonably assess the outcome of
these investigations or their impact on the Company.
Intrusions into Triple-C, Inc. Internet IPA Database
On September 21, 2010, we learned from a competitor that a specific internet database
managed by our subsidiary TCI containing information pertaining to individuals previously insured
by TSS under the Government of Puerto Ricos Health Insurance Plan (HIP) and to independent
practice associations (IPAs) that provided services to those individuals, had been accessed
without authorization by certain of our competitors employees from September 9 to September 15,
2010. TCI served as a third-party administrator for TSS in the administration of its HIP contracts
until September 30, 2010. We conducted a thorough investigation with the assistance of external
resources and identified the information that was accessed and downloaded into the competitors
system. The September 2010 intrusions may have potentially compromised protected health
information of approximately 398,000 beneficiaries in the North and Metro-North regions of the HIP.
Our investigation also revealed that protected health information of approximately 5,500 HIP
beneficiaries, 2,500 Medicare beneficiaries and IPA data from all three HIP regions previously
serviced by TSS was accessed through multiple, separate intrusions into the TCI IPA database from
October 2008 to August 2010. We have no evidence indicating that the stolen information included
Social Security numbers. We attempted to notify by mail all such beneficiaries whose information
may have been compromised by these intrusions. We also established a toll-free call center to
address inquiries and complaints from the individuals to whom notice was provided. We received a
total of approximately 1,530 inquiries and no complaints from these individuals.
Our investigation has revealed that the security breaches were the result of unauthorized use
of one or more active user IDs and passwords specific to the TCI IPA database, and not the result
of breaches of TCIs, TSSs or the Corporations system security features. Nonetheless, we took
measures to strengthen TCIs server security and credentials management procedures and conducted an
assessment of our system-wide data and facility security to prevent the occurrence of a similar
incident in the future.
We were unable to determine the purpose of these breaches and do not know the extent of any
fraudulent use of the information or its impact on the potentially affected individuals and IPAs.
According to representations made by our competitor, however, the target was financial information
related to IPAs rather than the beneficiaries information.
We notified the appropriate Puerto Rico and federal government agencies of these events,
including public notice of the breaches as required under Puerto Rico and federal law. We received
a number of inquiries and requests for information related to these events from these government
agencies and are cooperating with them. The Puerto Rico government agency that oversees the HIP
levied a fine of $100,000 on TSS in connection with these incidents, but
following our request for reconsideration, the agency withdrew the fine until the pertinent
federal authorities conclude their investigations of this matter. We do not have sufficient
information at this time to predict
Page 47
whether any future action by government entities or others as a result of the data breaches
would adversely affect our business, financial condition and results of operations.
Item 4. Removed and Reserved
Part II
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our Class B common stock is listed and began trading on the New York Stock Exchange (the
NYSE) on December 7, 2007 under the trading symbol GTS. Prior to this date our Class B common
stock had no established public trading market. There is no established public trading market for
our Class A common stock.
The following table presents high and low sales prices of our Class B common stock for the
each quarter of the years ended December 31, 2009 and 2010:
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High |
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Low |
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2009 |
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First quarter |
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$ |
15.00 |
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$ |
10.67 |
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Second quarter |
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16.23 |
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12.06 |
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Third quarter |
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17.84 |
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|
14.50 |
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Fourth quarter |
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18.88 |
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|
15.52 |
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2010 |
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First quarter |
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$ |
18.67 |
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$ |
15.85 |
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Second quarter |
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|
20.12 |
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|
|
17.30 |
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Third quarter |
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21.34 |
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14.65 |
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Fourth quarter |
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21.23 |
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16.15 |
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On February x, 2011 the closing price of our Class B common stock on the NYSE was $xx.xx.
Holders
As of February x, 2011, there were 9,042,809 and 19,772,614 shares of Class A and Class B
common Stock outstanding, respectively. The number of our holders of Class A common stock as of
February x, 2011 was x,xxx. The number of our holders of Class B common stock as of January 15,
2011 was x,xxx.
Dividends
Subject to the limitations under Puerto Rico corporation law and any preferential
dividend rights of outstanding preferred stock, of which there is currently none outstanding,
holders of common stock are entitled to receive their pro rata share of such dividends or other
distributions as may be declared by our board of directors out of funds legally available
therefore.
Our ability to pay dividends is dependent on cash dividends from our subsidiaries. Our
subsidiaries are subject to regulatory surplus requirements and additional regulatory requirements,
which may restrict their ability to declare and pay dividends or distributions to us. In addition,
our secured term loan restricts our ability to pay dividends if a default thereunder has occurred
and is continuing. Please refer to Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations Liquidity and Capital Resources Restriction on Certain
Payments by the Corporations Subsidiaries..
We did not declare any dividends during the two most recent fiscal years and do not expect to
pay any cash dividends for the foreseeable future. We currently intend to retain future earnings,
if any, to finance operations and expand our business. The ultimate decision to pay a dividend,
however, remains within the discretion of our board of directors and may be affected by various
factors, including our earnings, financial condition, capital requirements,
Page 48
level of indebtedness,
statutory and contractual limitations and other considerations our board of directors deems
relevant.
Securities Authorized for Issuance Under Equity Compensation Plan
The information required by this Item is incorporated herein by reference from our
definitive Proxy Statement for our 2011 Annual Meeting of Shareholders, which will be filed with
the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year.
Recent Sales of Unregistered Securities
Not applicable.
Purchases of Equity Securities by the Issuer
The following table presents information related to our repurchases of common stock for
the period indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate |
|
|
|
|
|
|
|
|
|
|
|
Total Number |
|
|
Dollar Value of |
|
|
|
|
|
|
|
|
|
|
|
of Shares Purchased as |
|
|
Shares that May Yet Be |
|
|
|
|
|
|
|
|
|
|
|
Part of |
|
|
Purchased |
|
|
|
Total Number |
|
|
|
|
|
|
Publicly |
|
|
Under the |
|
|
|
of Shares |
|
|
Average Price Paid |
|
|
Announced |
|
|
Programs |
|
(Dollar amounts in millions, except per share data) |
|
Purchased |
|
|
per Share |
|
|
Programs1 |
|
|
(in millions) |
|
October 1, 2010 to
October 31, 2010 |
|
|
176,300 |
|
|
$ |
17.02 |
|
|
|
176,300 |
|
|
$ |
26.6 |
|
November 1, 2010 to
November 30, 2010 |
|
|
60,419 |
|
|
$ |
18.21 |
|
|
|
60,419 |
|
|
$ |
25.5 |
|
December 1, 2010 to
December 31, 2010 |
|
|
91,672 |
|
|
|
18.87 |
|
|
|
91,672 |
|
|
|
23.8 |
|
|
|
|
1 |
|
In September 29, 2010, the Board of Directors authorized a $30.0 million share
repurchase program of Class B shares only, which commenced on September 29, 2010. |
Performance Graph
The following graph compares the cumulative total return to shareholders on our Class B
common stock for the period from December 7, 2007, the date our Class B common stock began trading
on the NYSE, through December 31, 2010, with the cumulative total return over such period of (i)
the Standard and Poors 500 Stock Index (the S&P 500 Index) and (ii) the Morgan Stanley Healthcare
Payor Index (the MSHP Index). For illustrative purposes, the graph assumes an investment of $100
on December 7, 2007 in each of our Class B common stock, the S&P 500 Index and the MSHP Index. The
performance graph is not necessarily indicative of future performance.
The comparisons shown in the graph are based on historical data and the Corporation cautions
that the stock price in the graph below is not indicative of, and is not intended to forecast, the
potential future performance of our Class B common stock. Information used in the preparation of
the graph was obtained from Bloomberg, a source we believe to be reliable, however, the Corporation
is not responsible for any errors or omissions in such information.
Page 49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period Ending |
|
Index |
|
12/07/07 |
|
|
12/31/07 |
|
|
06/30/08 |
|
|
12/31/08 |
|
|
06/30/09 |
|
|
12/31/09 |
|
|
06/30/10 |
|
|
12/31/10 |
|
| | | | | | | | |
Triple-S Management Corporation |
|
|
100.00 |
|
|
|
133.40 |
|
|
|
107.92 |
|
|
|
75.91 |
|
|
|
102.90 |
|
|
|
116.17 |
|
|
|
122.44 |
|
|
|
125.94 |
|
S&P 500 |
|
|
100.00 |
|
|
|
97.59 |
|
|
|
85.07 |
|
|
|
60.03 |
|
|
|
61.10 |
|
|
|
74.11 |
|
|
|
68.50 |
|
|
|
83.58 |
|
Morgan Stanley Healthcare Payor Index |
|
|
100.00 |
|
|
|
100.38 |
|
|
|
58.66 |
|
|
|
45.37 |
|
|
|
52.42 |
|
|
|
69.59 |
|
|
|
66.12 |
|
|
|
79.94 |
|
Page 50
Item 6. Selected Financial Data
Statement of Earnings Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
(Dollar amounts in millions, except per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums earned, net |
|
$ |
1,901.1 |
|
|
$ |
1,869.1 |
|
|
$ |
1,692.4 |
|
|
$ |
1,483.6 |
|
|
$ |
1,511.6 |
|
Administrative service fees |
|
|
39.6 |
|
|
|
48.6 |
|
|
|
19.2 |
|
|
|
14.0 |
|
|
|
14.1 |
|
Net investment income |
|
|
49.1 |
|
|
|
52.1 |
|
|
|
56.2 |
|
|
|
47.2 |
|
|
|
42.7 |
|
|
Total operating revenues |
|
|
1,989.8 |
|
|
|
1,969.8 |
|
|
|
1,767.8 |
|
|
|
1,544.8 |
|
|
|
1,568.4 |
|
|
Net realized investments gains (losses) |
|
|
2.5 |
|
|
|
0.6 |
|
|
|
(13.9 |
) |
|
|
5.9 |
|
|
|
0.8 |
|
Net unrealized investment gain (loss) on
trading securities |
|
|
5.4 |
|
|
|
10.5 |
|
|
|
(21.1 |
) |
|
|
(4.1 |
) |
|
|
7.7 |
|
Other income (expense), net |
|
|
0.9 |
|
|
|
1.3 |
|
|
|
(2.5 |
) |
|
|
3.2 |
|
|
|
2.3 |
|
|
Total revenues |
|
|
1,998.6 |
|
|
|
1,982.2 |
|
|
|
1,730.3 |
|
|
|
1,549.8 |
|
|
|
1,579.2 |
|
|
Benefits and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Claims incurred |
|
|
1,596.8 |
|
|
|
1,605.8 |
|
|
|
1,431.8 |
|
|
|
1,223.8 |
|
|
|
1,259.0 |
|
Operating expenses |
|
|
305.0 |
|
|
|
279.4 |
|
|
|
251.9 |
|
|
|
237.5 |
|
|
|
236.1 |
|
|
Total operating costs |
|
|
1,901.8 |
|
|
|
1,885.2 |
|
|
|
1,683.7 |
|
|
|
1,461.3 |
|
|
|
1,495.1 |
|
|
Interest expense |
|
|
12.6 |
|
|
|
13.3 |
|
|
|
14.7 |
|
|
|
15.9 |
|
|
|
16.6 |
|
|
Total benefits and expenses |
|
|
1,914.4 |
|
|
|
1,898.5 |
|
|
|
1,698.4 |
|
|
|
1,477.2 |
|
|
|
1,511.7 |
|
|
Income before taxes |
|
|
84.2 |
|
|
|
83.7 |
|
|
|
31.9 |
|
|
|
72.6 |
|
|
|
67.5 |
|
Income tax expense |
|
|
17.4 |
|
|
|
14.9 |
|
|
|
7.1 |
|
|
|
14.1 |
|
|
|
13.0 |
|
|
Net income |
|
$ |
66.8 |
|
|
$ |
68.8 |
|
|
$ |
24.8 |
|
|
$ |
58.5 |
|
|
$ |
54.5 |
|
|
Basic net income per share (1): |
|
$ |
2.30 |
|
|
$ |
2.33 |
|
|
$ |
0.77 |
|
|
$ |
2.15 |
|
|
$ |
2.04 |
|
|
Diluted net income per share: |
|
$ |
2.28 |
|
|
$ |
2.33 |
|
|
$ |
0.77 |
|
|
$ |
2.15 |
|
|
$ |
2.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend declared per common
share (2): |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
0.82 |
|
|
$ |
0.23 |
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
45.0 |
|
|
$ |
40.4 |
|
|
$ |
46.1 |
|
|
$ |
240.2 |
|
|
$ |
81.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
1,759.7 |
|
|
$ |
1,648.7 |
|
|
$ |
1,559.2 |
|
|
$ |
1,659.5 |
|
|
$ |
1,345.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term borrowings |
|
$ |
166.0 |
|
|
$ |
167.7 |
|
|
$ |
169.3 |
|
|
$ |
170.9 |
|
|
$ |
183.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
$ |
617.3 |
|
|
$ |
537.8 |
|
|
$ |
485.9 |
|
|
$ |
482.5 |
|
|
$ |
342.6 |
|
|
Page 51
Additional Managed Care Data (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
Years ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical loss ratio |
|
|
88.1 |
% |
|
|
89.9 |
% |
|
|
88.9 |
% |
|
|
87.0 |
% |
|
|
87.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense ratio |
|
|
11.6 |
% |
|
|
10.7 |
% |
|
|
10.5 |
% |
|
|
11.2 |
% |
|
|
11.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical membership (period end) |
|
|
788,881 |
|
|
|
1,347,033 |
|
|
|
1,195,450 |
|
|
|
977,190 |
|
|
|
979,506 |
|
|
|
|
|
(1) |
|
Further details of the calculation of basic earnings per share are set forth in notes 2 and
23 of the audited consolidated financial statements for the years ended December 31, 2010,
2009 and 2008. |
|
(2) |
|
Shareowners holding qualifying shares were excluded from dividend payment. See note 20 of
the audited consolidated financial statements for the years ended December 31, 2010, 2009 and
2008. |
|
(3) |
|
Does not reflect inter-segment eliminations. |
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
This financial discussion contains an analysis of our consolidated financial position and
financial performance as of December 31, 2010 and 2009, and consolidated results of operations for
2010, 2009 and 2008. This analysis should be read in its entirety and in conjunction with the
consolidated financial statements, notes and tables included elsewhere in this Annual Report on
Form 10-K.
Overview
We are the one of the leading companies in the managed care industry in Puerto Rico and
have over 50 years of experience in this industry. We offer a broad portfolio of managed care and
related products in the Commercial and the Medicare (including Medicare Advantage and the Part D
stand-alone prescription drug plans (PDP)) markets. We also participated in the government of
Puerto Rico Health Care Plan (similar to Medicaid) (Medicaid) up to September 30, 2010.
We have the exclusive right to use the Blue Cross and Blue Shield name and mark throughout
Puerto Rico and U.S. Virgin Islands, and serve approximately 789,000 members across all regions of
Puerto Rico and hold a leading market position covering approximately 21.2% of the population. For
the years ended December 31, 2010 and 2009 respectively, our managed care segment represented
approximately 89.4% and 89.8% of our total consolidated premiums earned, net, and approximately
72.4% and 67.6% of our operating income. We also have significant positions in the life insurance
and property and casualty insurance markets. Our life insurance segment had a market share of
approximately 8% (in terms of premiums written) for the nine-month period ended September 30, 2010.
Our property and casualty segment had a market share of approximately 8% (in terms of direct
premiums) during the nine-month period ended September 30, 2010.
We participate in the managed care market through our subsidiary, TSS. Our managed care
subsidiary is a BCBSA licensee, which provides us with exclusive use of the Blue Cross and Blue
Shield brand in Puerto Rico and U.S. Virgin Islands. We offer products to the Commercial,
including corporate accounts, federal government employees, local government employees, individual
accounts, Medicare Supplement, Medicare (including Medicare Advantage and PDP).
We participate in the life insurance market through our subsidiary, TSV, and in the property
and casualty insurance market through our subsidiary, TSP. TSV and TSP represented approximately
5.6% and 5.2%, respectively, of our consolidated premiums earned, net for the year ended December
31, 2010 and 19.7% and 4.1%, respectively, of our operating income for that period.
The Commissioner of Insurance of the Commonwealth of Puerto Rico recognizes only statutory
accounting practices for determining and reporting the financial condition and results of
operations of an insurance company, for determining its solvency under the Puerto Rico insurance
laws and for determining whether its financial condition warrants the payment of a dividend to its
stockholders. No consideration is given by the Commissioner of Insurance of the Commonwealth of
Puerto Rico to financial statements prepared in accordance with U.S. generally
Page 52
accepted accounting
principles (GAAP) in making such determinations. See note 26 to our audited consolidated financial
statements.
Intersegment revenues and expenses are reported on a gross basis in each of the operating
segments but eliminated in the consolidated results. Except as otherwise indicated, the numbers
presented in this Annual Report on Form 10-K do not reflect intersegment eliminations. These
intersegment revenues and expenses affect the amounts reported on the financial statement line
items for each segment, but are eliminated in consolidation and do not change net income. The
following table shows premiums earned, net and net fee revenue and operating income for each segment, as well as the
intersegment premiums earned, service revenues and other intersegment transactions, which are
eliminated in the consolidated results:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
(Dollar amounts in millions) |
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
Premiums earned, net: |
|
|
|
|
|
|
|
|
|
|
|
|
Managed care |
|
$ |
1,700.3 |
|
|
$ |
1,677.1 |
|
|
$ |
1,509.9 |
|
Life insurance |
|
|
105.8 |
|
|
|
100.1 |
|
|
|
92.8 |
|
Property and casualty insurance |
|
|
99.2 |
|
|
|
96.2 |
|
|
|
93.8 |
|
Intersegment premiums earned |
|
|
(4.2 |
) |
|
|
(4.3 |
) |
|
|
(4.1 |
) |
|
Consolidated premiums earned, net |
|
$ |
1,901.1 |
|
|
$ |
1,869.1 |
|
|
$ |
1,692.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative service fees: |
|
|
|
|
|
|
|
|
|
|
|
|
Managed care |
|
$ |
43.2 |
|
|
$ |
51.3 |
|
|
$ |
22.5 |
|
Intersegment administrative service fees |
|
|
(3.6 |
) |
|
|
(2.7 |
) |
|
|
(3.3 |
) |
|
Consolidated administrative service fees |
|
$ |
39.6 |
|
|
$ |
48.6 |
|
|
$ |
19.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
Managed care |
|
$ |
63.8 |
|
|
$ |
57.2 |
|
|
$ |
52.6 |
|
Life insurance |
|
|
17.3 |
|
|
|
14.6 |
|
|
|
12.5 |
|
Property and casualty insurance |
|
|
3.6 |
|
|
|
8.8 |
|
|
|
13.1 |
|
Intersegment and other |
|
|
3.3 |
|
|
|
4.0 |
|
|
|
5.9 |
|
|
Consolidated operating income |
|
$ |
88.0 |
|
|
$ |
84.6 |
|
|
$ |
84.1 |
|
|
Results of Operations
Revenue
General. Our revenue consists primarily of (i) premium revenue we generate from our
managed care business, (ii) administrative service fees we receive for administrative services
provided to self-insured employers (ASO), (iii) premiums we generate from our life insurance and
property and casualty insurance businesses and (iv) investment income.
Managed Care Premium Revenue. Our revenue primarily consists of premiums earned
from the sale of managed care products to the Commercial market sector, including corporate
accounts, federal government employees, local government employees, individual accounts and
Medicare Supplement, as well as to the Medicare Advantage (including PDP) and, up to September 30,
2010, the Medicaid sectors. We receive a monthly payment from or on behalf of each member enrolled
in our managed care plans (excluding ASO). We recognize all premium revenue in our managed care
business during the month in which we are obligated to provide services to an enrolled member.
Premiums we receive in advance of that date are recorded as unearned premiums.
Premiums are set prospectively, meaning that a fixed premium rate is determined at the
beginning of each contract year and revised at renewal. We renegotiate the premiums of different
groups as their existing annual contracts become due. Our Medicare Advantage contracts entitle us
to premium payments from CMS on behalf of each Medicare beneficiary enrolled in our plans,
generally on a per member per month (PMPM) basis. We submit rate proposals to CMS in June for
each Medicare Advantage product that will be offered beginning January 1 of the subsequent year in
accordance with the competitive bidding process under the MMA. Retroactive rate adjustments
Page 53
are
made periodically with respect to our Medicare Advantage plans based on the aggregate health status
and risk scores of our plan participants.
Premium payments from CMS in respect of our Medicare Part D prescription drug plans are based
on written bids submitted by us which include the estimated costs of providing the prescription
drug benefits.
Administrative Service Fees. Administrative service fees include amounts paid to
us for administrative services provided to self-insured contracts. We provide a range of customer
services pursuant to our administrative services only (ASO) contracts, including claims
administration, billing, access to our provider networks and membership services. Administrative
service fees are recognized in the month in which services are provided.
Other Premium Revenue. Other premium revenue includes premiums generated from the
sale of life insurance and property and casualty insurance products. Premiums on life insurance
policies are billed in the month prior to the effective date of the policy, with a one-month grace
period, and the related revenue is recorded as earned during the coverage period. If the insured
fails to pay within the one-month grace period, we may cancel the policy. We recognize premiums on
property and casualty contracts as earned on a pro rata basis over the policy term. Property and
casualty policies are subscribed through general agencies, which bill policy premiums to their
clients in advance or, in the case of new business, at the inception date and remit collections to
us, net of commissions. The portion of premiums related to the period prior to the end of coverage is
recorded in the consolidated balance sheet as unearned premiums and is transferred to premium
revenue as earned.
Investment Income and Other Income. Investment income consists of interest and
dividend income from investment securities and other income primarily consists of net unrealized
gains (losses) of derivative instruments. See note 2 to our audited consolidated financial
statements.
Expenses
Claims Incurred. Our largest expense is medical claims incurred, or the cost of
medical services we arrange for our members. Medical claims incurred include the payment of
benefits and losses, mostly to physicians, hospitals and other service providers, and to
policyholders. We generally pay our providers on one of three bases: (1) fee-for-service contracts
based on negotiated fee schedules; (2) capitation arrangements, generally on a fixed PMPM payment
basis, whereby the provider generally assumes some of the medical expense risk; and
(3) risk-sharing arrangements, whereby we advance a PMPM payment and share the risk of certain
medical costs of our members with the provider based on actual experience as measured against
pre-determined sharing ratios. Claims incurred also include claims incurred in our life insurance
and property and casualty insurance businesses. Each segments results of operations depend in
significant part on our ability to accurately predict and effectively manage claims and losses. A
portion of the claims incurred for each period consists of claims reported but not paid during the
period, as well as a management and actuarial estimate of claims incurred but not reported during
the period.
The medical loss ratio (MLR), which is calculated by dividing managed care claims incurred
by managed care premiums earned, net is one of our primary management tools for measuring these
costs and their impact on our profitability. The MLR is affected by the cost and utilization of
services. The cost of services is affected by many factors, in particular our ability to negotiate
competitive rates with our providers. The cost of services is also influenced by inflation and new
medical discoveries, including new prescription drugs, therapies and diagnostic procedures.
Utilization rates, which reflect the extent to which beneficiaries utilize healthcare services,
significantly influence our medical costs. The level of utilization of services depends in large
part on the age, health and lifestyle of our members, among other factors. As the MLR is the ratio
of claims incurred to premiums earned, net it is affected not only by our ability to contain cost
trends but also by our ability to increase premium rates to levels consistent with or above medical
cost trends. We use MLRs both to monitor our management of healthcare costs and to make various
business decisions, including what plans or benefits to offer and our selection of healthcare
providers.
Operating Expenses. Operating expenses include commissions to external brokers,
general and administrative expenses, cost containment expenses such as case and disease management
programs, and depreciation and amortization. The operating expense ratio is calculated by dividing
operating expenses by premiums earned, net and administrative service fees. A significant portion
of our operating expenses are fixed costs. Accordingly, it is important that we maintain or
increase our volume of business in order to distribute our fixed costs over a larger membership
base. Significant changes in our volume of business will affect our operating expense ratio and
results of operations. We also have variable costs, which vary in proportion to changes in volume
of business.
Page 54
Membership
Our results of operation depend in large part on our ability to maintain or grow our
membership. In addition to driving revenues, membership growth is necessary to successfully
introduce new products, maintain an extensive network of providers and achieve economies of scale.
Our ability to maintain or grow our membership is affected principally by the competitive
environment and general market conditions.
In July 1, 2009, our subsidiary TSS completed the acquisition of certain managed care assets
of La Cruz Azul de Puerto Rico, including members. As of December 31, 2009, the membership
attributable to this transaction was 108,502.
The following table sets forth selected membership data as of the dates set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
Commercial (1) |
|
|
725,328 |
|
|
|
737,286 |
|
|
|
592,723 |
|
Medicare (2) |
|
|
63,553 |
|
|
|
69,605 |
|
|
|
75,280 |
|
Medicaid (3) |
|
|
|
|
|
|
540,142 |
|
|
|
527,447 |
|
|
Total |
|
|
788,881 |
|
|
|
1,347,033 |
|
|
|
1,195,450 |
|
|
|
|
|
(1) |
|
Commercial membership includes corporate accounts, self-funded employers, individual
accounts, Medicare Supplement, Federal government employees and local government employees. |
|
(2) |
|
Includes Medicare Advantage as well as stand-alone PDP plan membership. |
|
(3) |
|
Medicaid membership includes rated and self-funded members. We participated in this sector
up to September 30, 2010. |
Consolidated Operating Results
The following table sets forth our consolidated operating results for the years ended
December 31, 2010, 2009 and 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollar amounts in millions) |
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
Years ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Premiums earned, net |
|
$ |
1,901.1 |
|
|
$ |
1,869.1 |
|
|
$ |
1,692.4 |
|
Administrative service fees |
|
|
39.6 |
|
|
|
48.6 |
|
|
|
19.2 |
|
Net investment income |
|
|
49.1 |
|
|
|
52.1 |
|
|
|
56.2 |
|
|
Total operating revenues |
|
|
1,989.8 |
|
|
|
1,969.8 |
|
|
|
1,767.8 |
|
Net realized investment gains (losses) |
|
|
2.5 |
|
|
|
0.6 |
|
|
|
(13.9 |
) |
Net unrealized investment gain (loss) on trading securities |
|
|
5.4 |
|
|
|
10.5 |
|
|
|
(21.1 |
) |
Other income (expense), net |
|
|
0.9 |
|
|
|
1.3 |
|
|
|
(2.5 |
) |
|
Total revenues |
|
|
1,998.6 |
|
|
|
1,982.2 |
|
|
|
1,730.3 |
|
|
Benefits and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Claims incurred |
|
|
1,596.8 |
|
|
|
1,605.8 |
|
|
|
1,431.8 |
|
Operating expenses |
|
|
305.0 |
|
|
|
279.4 |
|
|
|
251.9 |
|
|
Total operating costs |
|
|
1,901.8 |
|
|
|
1,885.2 |
|
|
|
1,683.7 |
|
Interest expense |
|
|
12.6 |
|
|
|
13.3 |
|
|
|
14.7 |
|
|
Total benefits and expenses |
|
|
1,914.4 |
|
|
|
1,898.5 |
|
|
|
1,698.4 |
|
|
Income before taxes |
|
|
84.2 |
|
|
|
83.7 |
|
|
|
31.9 |
|
|
Income tax expense |
|
|
17.4 |
|
|
|
14.9 |
|
|
|
7.1 |
|
|
Net income |
|
$ |
66.8 |
|
|
$ |
68.8 |
|
|
$ |
24.8 |
|
|
Page 55
Year ended December 31, 2010 compared with the year ended December 31, 2009
Operating Revenues
Consolidated premiums earned, net increased by $32.0 million, or 1.7%, to $1.9 billion
during the year ended December 31, 2010 compared to the year ended December 31, 2009. The increase
was primarily due to the net effect of an increase in the premiums earned in our managed care
segment, primarily from growth in Commercial member months enrollment, as well as higher premium
rates across all businesses, offset in part by the termination of the Medicaid contracts effective
September 30, 2010.
The decrease in the administrative service fees of the managed care segment of $9.0 million in
the 2010 period is attributed to a lower self-funded member months enrollment after the termination
of the Medicaid contract for Metro-North region, which we served on an ASO basis until September
30, 2010.
Consolidated net investment income decreased by $3.0 million, or 5.8%, to $49.1 million during
the year ended December 31, 2010 mostly as the result of lower yields in fixed income investments
acquired during the period.
Net Realized Investment Gains
Consolidated net realized investment gains of $2.5 million during the year ended December
31, 2010 are the result of net realized gains from the sale of fixed income and equity securities
amounting to $5.5 million. The net realized gains were partially offset by $3.0 million of
other-than-temporary impairments related to fixed income and equity securities.
Net Unrealized Gains on Trading Securities and Other Income, Net
The combined balance of our consolidated net unrealized gain on trading securities and
other income, net decreased by $5.5 million, to $6.3 million during the year ended December 31,
2010. This decrease is attributable to a lower increase in the fair value of our trading
securities portfolio as compared to last years increase. The unrealized gain experienced on our
trading portfolio represents a combined increase of 12.4% in the market value of the portfolio,
which is slightly lower than the changes experienced by the comparable indexes; the Standard and
Poors 500 Index increased by 12.8% and the Russell 1000 Growth increased by 14.9%.
Claims Incurred
Consolidated claims incurred during the year ended December 31, 2010 decreased by $9.0
million, or 0.6%, to $1.6 billion when compared to the claims incurred during the year ended
December 31, 2009. This decrease is principally due to the termination of the Medicaid contracts
effective September 30, 2010 offset in part by increased claims in the managed care segments
Commercial business as a result of higher volume. The consolidated loss ratio decreased by 1.9
percentage points to 84.0%, mostly as the result of lower MLRs in the managed care segments
Commercial and Medicare businesses.
Operating Expenses
Consolidated operating expenses during the year ended December 31, 2010 increased by
$25.6 million, or 9.2%, to $305.0 million as compared to the operating expenses during the year
ended December 31, 2009. The consolidated operating expense ratio increased by 1.1 percentage
points, to 15.7%, primarily attributed to higher costs associated to the implementation of a new
information system in the managed care segment, intangible asset amortization, and the effect of
the lower volume of business in the managed care segment after the termination of the Medicaid
contracts.
Income tax expense
Consolidated income tax expense during the year ended December 31, 2010 increased by
$2.5 million to $17.4 million as compared to the income tax expense during the year ended December
31, 2009. The effective tax rate increased by 2.9 percentage points to 20.7% primarily due to the
use of tax credits during the 2009 period and a higher taxable income in the managed care segment,
which operates at a higher effective tax rate.
Page 56
Year ended December 31, 2009 compared with the year ended December 31, 2008
Operating Revenues
Consolidated premiums earned, net increased by $176.7 million, or 10.4%, to $1.87 billion
during the year ended December 31, 2009 compared to the year ended December 31, 2008. The increase
was primarily due to an increase in the premiums earned, net in our managed care segment, primarily
from growth in Commercial member months enrollment, reflecting, in large part, the La Cruz Azul de
Puerto Rico, Inc. (LCA) transaction, as well as higher premium rates across all businesses.
The increase in the administrative service fees of the managed care segment of $29.4 million
in the 2009 period is attributed to a higher self-insured member months enrollment. Increase is
mostly due to the fact that TSS was granted the contract for the Reforms Metro-North region, which
began on November 2008 on an ASO basis and added approximately 190,000 members to our enrollment,
as well as new members enrolled in our Commercial business principally as the result of the
aforementioned LCA transaction.
Consolidated net investment income decreased by $4.1 million, or 7.3%, to $52.1 million during
the year ended December 31, 2009. This decrease is attributed to a lower yield in investments
acquired during the period.
Net Realized Investment Gains
Consolidated net realized investment gains of $0.6 million during the year ended December
31, 2009 are the result of net realized gains from the sale of fixed income and equity securities
amounting to $7.7 million. The net realized gains were offset in part by $7.1 million of
other-than-temporary impairments related to fixed income and equity securities.
Net Unrealized Gains on Trading Securities and Other Income, Net
The combined balance of our consolidated net unrealized gain on trading securities and
other income, net increased by $35.4 million, to $11.8 million during the year ended December 31,
2009. This increase is attributable to an increase in the fair value of our trading securities
portfolio and in the derivative component of our investment in structured notes linked to the Euro
Stoxx 50 and Nikkei 225 stock indexes; both fluctuations are due to general market fluctuations.
The unrealized gain experienced on our trading portfolio represents a combined increase of 29.0% in
the market value of the portfolio, which compares favorably with the changes experienced by the
comparable indexes; the Standard and Poors 500 Index increased by 23.5% and the Russell 1000
Growth increased by 34.8%.
Claims Incurred
Consolidated claims incurred during the year ended December 31, 2009 increased by $174.0
million, or 12.2%, to $1.61 billion when compared to the claims incurred during the year ended
December 31, 2008. This increase is principally due to increased claims in the managed care
segment as a result of higher enrollment and MLR. The consolidated loss ratio increased by 1.3
percentage points to 85.9%, primarily due to higher utilization trends in the managed care segment
and the effect of reserve developments, offset by the risk score premium adjustment in the Medicare
business.
Operating Expenses
Consolidated operating expenses during the year ended December 31, 2009 increased by
$27.5 million, or 10.9%, to $279.4 million as compared to the operating expenses during the year
ended December 31, 2008. This increase is primarily attributed to a higher volume of business,
particularly in our managed care segment as a result of the Metro-North region which began in
November 2008, the LCA transaction and the increased volume in the Medicare and Commercial
businesses. In addition, an accrual for litigation expense of approximately $7.5 million was
recorded during the 2009 period, partially offset by the effect in this period of $3.6 million
related to the settlement of an insurance recovery of legal expenses. The consolidated operating
expense ratio decreased by 0.1 percentage points to 14.5%.
Page 57
Income tax expense
Consolidated income tax expense during the year ended December 31, 2009 increased by
$7.8 million to $14.9 million as compared to the income tax expense during the year ended December
31, 2008. The effective tax rate decreased by 4.5 percentage points to 17.8% primarily due to the
use of tax credits during the 2009 period, the increase in the weight of exempt income as compared
to the taxable income and a higher taxable income in the Life segment, which is taxed at a lower
rate.
Managed Care Operating Results
We offer our products in the managed care segment to three distinct market sectors in
Puerto Rico: Commercial, Medicare (including Medicare Advantage and PDP) and Medicaid up to
September 30, 2010. For the year ended December 31, 2010, the Commercial sector represented 49.8%
and 5.6% of our consolidated premiums earned, net and operating income, respectively. Premiums
earned, net and operating income generated from our Medicare contracts (including PDP) during the
year ended December 31, 2010 represented 24.6% and 45.2%, respectively, of our consolidated earned
premiums, net and operating income, respectively. During the same period the Medicaid sector
represented 15.0% and 21.6%, of our consolidated premiums earned, net and our operating income,
respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollar amounts in millions) |
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
Operating revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Medical premiums earned, net: |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
$ |
947.1 |
|
|
$ |
822.1 |
|
|
$ |
734.2 |
|
Medicare |
|
|
468.4 |
|
|
|
506.9 |
|
|
|
435.6 |
|
Medicaid |
|
|
284.8 |
|
|
|
348.1 |
|
|
|
340.1 |
|
|
Medical premiums earned, net |
|
|
1,700.3 |
|
|
|
1,677.1 |
|
|
|
1,509.9 |
|
Administrative service fees |
|
|
43.2 |
|
|
|
51.3 |
|
|
|
22.5 |
|
Net investment income |
|
|
19.8 |
|
|
|
21.6 |
|
|
|
23.1 |
|
|
Total operating revenues |
|
|
1,763.3 |
|
|
|
1,750.0 |
|
|
|
1,555.5 |
|
|
Medical operating costs: |
|
|
|
|
|
|
|
|
|
|
|
|
Medical claims incurred |
|
|
1,497.8 |
|
|
|
1,508.2 |
|
|
|
1,342.3 |
|
Medical operating expenses |
|
|
201.7 |
|
|
|
184.6 |
|
|
|
160.6 |
|
|
Total medical operating costs |
|
|
1,699.5 |
|
|
|
1,692.8 |
|
|
|
1,502.9 |
|
|
Medical operating income |
|
$ |
63.8 |
|
|
$ |
57.2 |
|
|
$ |
52.6 |
|
|
Additional data: |
|
|
|
|
|
|
|
|
|
|
|
|
Member months enrollment: |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial: |
|
|
|
|
|
|
|
|
|
|
|
|
Fully-insured |
|
|
5,982,094 |
|
|
|
5,421,586 |
|
|
|
4,947,854 |
|
Self-funded |
|
|
2,966,291 |
|
|
|
2,726,036 |
|
|
|
2,049,140 |
|
|
Total Commercial member months |
|
|
8,948,385 |
|
|
|
8,147,622 |
|
|
|
6,996,994 |
|
Medicaid: |
|
|
|
|
|
|
|
|
|
|
|
|
Fully-insured |
|
|
3,078,288 |
|
|
|
4,016,332 |
|
|
|
4,101,905 |
|
Self-funded |
|
|
1,782,426 |
|
|
|
2,321,144 |
|
|
|
376,975 |
|
|
Total Medicaid member months |
|
|
4,860,714 |
|
|
|
6,337,476 |
|
|
|
4,478,880 |
|
|
Medicare: |
|
|
|
|
|
|
|
|
|
|
|
|
Medicare Advantange |
|
|
670,250 |
|
|
|
742,666 |
|
|
|
727,274 |
|
Stand-alone PDP |
|
|
112,297 |
|
|
|
117,700 |
|
|
|
127,658 |
|
|
Total Medicare member months |
|
|
782,547 |
|
|
|
860,366 |
|
|
|
854,932 |
|
|
Total member months |
|
|
14,591,646 |
|
|
|
15,345,464 |
|
|
|
12,330,806 |
|
|
Medical loss ratio |
|
|
88.1 |
% |
|
|
89.9 |
% |
|
|
88.9 |
% |
Operating expense ratio |
|
|
11.6 |
% |
|
|
10.7 |
% |
|
|
10.5 |
% |
|
Page 58
Year ended December 31, 2010 compared with the year ended December 31, 2009
Medical Operating Revenues
Medical premiums earned for the year ended December 31, 2010 increased by $23.1 million,
or 1.4%, to $1.7 billion when compared to the medical premiums earned during the year ended
December 31, 2009. This increase is principally the result of the following:
|
|
|
Medical premiums generated by the Commercial business increased by $125.0 million, or
15.2%, to $947.1 million. This fluctuation is primarily the result of an increase in
member months enrollment of 560,508, or 10.3%, and higher average premium rates per member
of approximately 4.4%. Increase in member months was mainly attributed to the La Cruz Azul
acquisition and organic growth, mostly in large accounts. Premium rate increases were
consistent with claims trends. |
|
|
|
|
Medicare premiums decreased by $38.5 million, or 7.6%, to $468.4 million, primarily due
to a lower member months enrollment of approximately 77,800 or 9.0%, mostly in our dual
eligible product, particularly during the first half of the year and resulting from changes
in our product offering. In addition, the premiums for the year ended December 31, 2010
reflect a lower final risk score adjustment as compared to 2009. The 2010 and 2009 periods
include the net effect of approximately $3.0 million and $8.7 million in adjustments
related to CMS final risk score adjustment corresponding to prior periods. These
fluctuations were partially offset by higher average premium rates, mostly due to higher
risk scores in our dual-eligible product. |
|
|
|
|
Medical premiums earned in the Medicaid business decreased by $63.3 million, or 18.2%,
to $284.8 million during the year ended December 31, 2010. This fluctuation results from
the termination of the Medicaid contracts effective September 30, 2010. Total Medicaid
enrollment as of September 30, 2010 was 544,448 members. This
decrease is offset in part by an increase in premiums of
$11.7 million as the result of a clean up of accounts receivable
and the reversal of allowances for unresolved reconciling items with the government of
Puerto Rico. |
Administrative service fees decreased by $8.1 million, to $43.2 million during the 2010
period, mainly due to a decrease in self-funded member months enrollment of 298,463 members. Such
decrease results from the net effect of the termination of the Medicaid contract effective
September 30, 2010 and an increase in the Commercial ASO member months enrollment resulting from
the LCA acquisition on July 1, 2009 and organic growth.
Medical Claims Incurred
Medical claims incurred during the year ended December 31, 2010 decreased by $10.4
million, or 0.7%, to $1.5 billion, when compared to the year ended December 31, 2009. The MLR of
the segment decreased by 1.8 percentage points during the 2010 period, to 88.1%. These
fluctuations are primarily attributed to the effect of the following:
|
|
|
The medical claims incurred of the Commercial business increased by $106.9 million
during the 2010 period and its MLR decreased by 0.7 percentage points. The increase in
claims relates primarily to the increase in member month enrollment during this year. The
lower MLR is primarily due to lower utilization trends in 2010 and stable pricing
environment. |
|
|
|
|
The medical claims incurred of the Medicare business decreased by $52.6 million during
the 2010 period primarily due to the lower member months enrollment. The MLR for the year
was 83.9%, 4.1 percentage points lower than 2009. Adjusting the MLR for changes in prior
period reserve developments and risk score premium adjustments, the 2010 MLR would have
decreased by 2.7 percentage points as compared to the adjusted MLR for 2009. The lower
adjusted MLR is primarily the result of the new risk sharing agreement with our providers
in the dual-eligible product, changes in benefits and higher average premium rates. |
|
|
|
|
The medical claims incurred of the Reform business decreased by $64.7 million and its MLR decreased
by 2.3 percentage points during the year ended December 31, 2010. Excluding the effect of prior
period reserve developments and premium adjustments, the MLR would have increased 1.3 percentage
points, mostly resulting from a lower premium yield due to the extension of prior years Medicaid
contracts without premium rate increases until September 2010. |
Page 59
Medical Operating Expenses
Medical
operating expenses for the year ended December 31, 2010 increased by $17.1 million, or
9.3%, to $201.7 million when compared to the year ended December 31, 2009. The
increase in the operating expenses is mainly due to the
segments higher volume in the Commercial business,
as well as to the costs related to the implementation of a new information system and a higher
amortization of intangibles. The operating expense ratio increased by 0.9 percentage points,
from 10.7% in 2009 to 11.6% in 2010. The higher operating expense ratio is primarily the result of
expenses related to the implementation of the segments new IT system, including information
systems consultants and depreciation and amortization expense, which increased by approximately
$6.2 million. The higher operating expense ratio was also attributed to the effect of the termination of the Medicaid
contracts. In addition, the operating expenses were affected by an increase of $1.4 million
related to a new product launched during January 2010 and higher charges and amortization
expense related to the intangible assets recorded after the LCA acquisition by approximately
$2.3 million. In the 2009 period a contingent property tax accrual of approximately
$7.5 million was recorded, offset in part by the effect of $3.6 million related to the
settlement of an insurance recovery receivable of legal expenses. This contingent property tax
accrual was approximately $2.1 million higher than the actual payment made during the 2010
period.
Year ended December 31, 2009 compared with the year ended December 31, 2008
Medical Operating Revenues
Medical premiums earned for the year ended December 31, 2009 increased by $167.2 million,
or 11.1%, to $1.68 billion when compared to the medical premiums earned during the year ended
December 31, 2008. This increase is principally the result of the following:
|
|
|
Medical premiums generated by the Commercial business increased by $87.9 million, or
12.0%, to $822.1 million during the year ended December 31, 2009. This fluctuation is
primarily the result of an increase in member months enrollment of 473,732, or 9.6%, and
higher average premium rates per member of approximately 2.9%. Increase in member months
was mainly attributed to new members acquired from LCA effective July 1, 2009, which
represented 49.1% of the increase in member months enrollment during this period, and to
new groups acquired during the period. |
|
|
|
|
Medical premiums generated by the Medicare business increased during the year ended
December 31, 2009 by $71.3 million, or 16.4%, to $506.9 million, primarily due to higher
average premium rates by approximately 11% and an increase in member months enrollment of
5,434 or 0.6%. The fluctuation in member months is the net result of an increase of
15,392, or 2.1%, in the membership of our Medicare Advantage products and a decrease of
9,958, or 7.8%, in the membership of our PDP product. In addition, the premiums for the
year ended December 31, 2009 include the net effect of approximately $8.7 million in
adjustments related to CMS final risk score adjustment for 2008. The premiums for the year
ended December 31, 2008 include the net effect of approximately $1.4 million related to CMS
final risk score adjustments for 2007. |
|
|
|
|
Medical premiums earned in the Medicaid business increased by $8.0 million, or 2.4%, to
$348.1 million during the year ended December 31, 2009. This fluctuation is due to an
increase in premium rates, effective July 1, 2008, of approximately 10%, offset in part by
a lower member months enrollment in the Reforms fully-insured membership by 85,573, or
2.1% and premium adjustments of approximately $8.3 million to provide for unresolved
reconciling items with the government of Puerto Rico. |
Administrative service fees increased by $28.8 million, to $51.3 million during the 2009
period, mainly due to an increase in self-funded member months enrollment of 2,621,065. Such
increase is mainly the result of the contract obtained to administer the Reforms Metro-North
region, which began on an ASO basis on November 1, 2008, new ASO Commercial contracts effective
January 1, 2009, as well as the ASO members from the contracts acquired from LCA. In addition, as
the result of the savings achieved in the Metro-North region, during 2009 we recognized a
performance incentive of approximately $6.0 million. Total ASO member months enrollment for the
Metro-North region and LCA for the year ended December 31, 2009 totaled 2,321,144 and 469,530,
respectively.
Medical Claims Incurred
Medical claims incurred during the year ended December 31, 2009 increased by $165.9
million, or 12.4%, to $1.51 billion, when compared to the year ended December 31, 2008. The MLR of
the segment increased by 1.0
Page 60
percentage points during the 2009 period, to 89.9%. These fluctuations are primarily
attributed to the effect of the following:
|
|
|
The medical claims incurred of the Commercial business increased by $99.3 million
during the 2009 period and its MLR increased by 2.8 percentage points during the year ended
December 31, 2009. The increase in claims was partially attributed to the increase in
members. The increase in the MLR is primarily due to the effect of prior period reserve
developments in the 2009 and 2008 periods and higher utilization trends. Excluding the
effect of prior period reserve developments, the MLR increased by 1.6 percentage points.
This variance in the MLR is due to a higher than expected claims experience in the local
government employees policy, mainly in the utilization of pharmacy and in-patient
benefits, and the effect of the AH1N1 flu of approximately $4.4 million, or 0.5 percentage
points. |
|
|
|
|
The medical claims incurred of the Medicare business increased by $55.3 million during
the 2009 period primarily due to the higher member months enrollment of this business. The
MLR for the year ended December 31, 2009 was 88.1%, 1.6 percentage points lower than 2008.
The reduction in MLR is attributed to the effect of risk score premium adjustments recorded
during this period, as well as premium rate increases and lower utilization trends.
Excluding the effect of prior period reserve developments in the 2009 and 2008 periods, as
well as premium adjustments, the MLR decreased by 4.7 percentage points, mostly due to the
effect of lower medical costs resulting from an improvement in utilization trends and
premium rate increases effective January 1, 2009. |
|
|
|
|
The medical claims incurred of the Reform business increased by $11.3 million and its
MLR increased by 1.2 percentage points during the year ended December 31, 2009. The
increase in MLR is primarily due to reserve development in the 2009 and 2008 periods and
the effect of the premium adjustments to provide for unresolved reconciling items with the
government of Puerto Rico. Such increase is also a result of the extension during 2009 of
the current Reform contracts to all the participating insurance companies without the
re-negotiation of premium rates. In addition, during 2008 we recognized a retroactive
adjustment due to a reduction in capitation rates. Excluding the effect of these items in
the 2009 and 2008 periods the MLR increased by 1.9 percentage points. |
Medical Operating Expenses
Medical operating expenses for the year ended December 31, 2009 increased by $24.0
million, or 14.9%, to $184.6 million when compared to the year ended December 31, 2008. This
increase is mainly due to the higher volume of business of the segment, associated to the higher
member months enrollment, as well as to the operating costs related to the administration of the
Metro-North region and the acquisition and administration of the LCA customers. In addition, an
accrual for litigation expense of approximately $7.5 million was recorded during the 2009 period,
partially offset by the effect in this period of $3.6 million related to the settlement of an
insurance recovery of legal expenses. The segments operating expenses ratio increased by 0.2
percentage points, from 10.5% in 2008 to 10.7% in 2009.
Page 61
Life Insurance Operating Results
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollar amounts in millions) |
|
2010 |
|
2009 |
|
2008 |
|
Years ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Premiums earned, net |
|
|
|
|
|
|
|
|
|
|
|
|
Premiums earned, net |
|
$ |
111.4 |
|
|
$ |
106.2 |
|
|
$ |
100.1 |
|
Premiums earned ceded |
|
|
(5.6 |
) |
|
|
(6.1 |
) |
|
|
(7.6 |
) |
|
Net premiums earned |
|
|
105.8 |
|
|
|
100.1 |
|
|
|
92.5 |
|
Commission income on reinsurance |
|
|
|
|
|
|
|
|
|
|
0.3 |
|
|
Premiums earned, net |
|
|
105.8 |
|
|
|
100.1 |
|
|
|
92.8 |
|
Net investment income |
|
|
17.1 |
|
|
|
16.8 |
|
|
|
16.5 |
|
|
Total operating revenues |
|
|
122.9 |
|
|
|
116.9 |
|
|
|
109.3 |
|
|
Operating costs: |
|
|
|
|
|
|
|
|
|
|
|
|
Policy benefits and claims incurred |
|
|
49.8 |
|
|
|
50.3 |
|
|
|
47.4 |
|
Underwriting and other expenses |
|
|
55.8 |
|
|
|
52.0 |
|
|
|
49.4 |
|
Total operating costs |
|
|
105.6 |
|
|
|
102.3 |
|
|
|
96.8 |
|
|
Operating income |
|
$ |
17.3 |
|
|
$ |
14.6 |
|
|
$ |
12.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional data: |
|
|
|
|
|
|
|
|
|
|
|
|
Loss ratio |
|
|
47.1 |
% |
|
|
50.2 |
% |
|
|
51.1 |
% |
Expense ratio |
|
|
52.7 |
% |
|
|
51.9 |
% |
|
|
53.2 |
% |
|
Year ended December 31, 2010 compared with the year ended December 31, 2009
Operating Revenues
Premiums earned, net for the segment increased by $5.7 million, or 5.7%, to $105.8
million during the year ended December 31, 2010 as compared to the year ended December 31, 2009,
primarily as the result of higher sales in the Cancer and Individual Life lines of business during
the period.
Policy Benefits and Claims Incurred
Policy benefits and claims incurred during the year ended December 31, 2010 decreased by
$0.5 million, or 1.0%, to $49.8 million during the year ended December 31, 2010. This fluctuation
is primarily the result of a reduction in the change in the liability for future policy benefits
when compared to 2009, resulting from a change in the mix of business subscribed by the segment.
As a result of the reduction in policy benefits, the loss ratio improved by 3.1 percentage points,
to 47.1% during the year ended December 31, 2010.
Underwriting and Other Expenses
Underwriting and other expenses for the segment increased by $3.8 million, or 7.3%, to
$55.8 million during the year ended December 31, 2010 primarily the result of a higher amortization
of deferred policy acquisition costs and the higher volume of business of this segment. The
segments operating expense ratio increased by 0.8 percentage points, to 52.7% during the 2010
period.
Year ended December 31, 2009 compared with the year ended December 31, 2008
Operating Revenues
Premiums earned, net for the segment increased by $7.3 million, or 7.9%, to $100.1
million during the year ended December 31, 2009 as compared to the year ended December 31, 2008,
primarily as the result of higher sales
in the Cancer and Home Service lines of business during the period, offset in part by a lower
sales in the Group Life and Disability business.
Policy Benefits and Claims Incurred
Policy benefits and claims incurred during the year ended December 31, 2009 increased by
$2.9 million, or 6.1%, to $50.3 million during the year ended December 31, 2009. This fluctuation
is primarily the result of the
Page 62
segments increased volume in the Cancer and Home Service lines of
business and a higher amount of claims incurred in the Ordinary Life business, partially offset by
a lower volume and claims experience in the Group Life line of business. The segment also
experienced an increase in the change of the liability for future policy benefits. The segments
loss ratio decreased by 0.9 percentage points, to 50.2% during the year ended December 31, 2009.
Underwriting and Other Expenses
Underwriting and other expenses for the segment increased by $2.6 million, or 5.3%, to
$52.0 million during the year ended December 31, 2009 primarily the result of the higher volume of
business of this segment. The segments operating expense ratio decreased by 1.3 percentage
points, to 51.9% during the 2009 period.
Property and Casualty Insurance Operating Results
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollar amounts in millions) |
|
2010 |
|
2009 |
|
2008 |
|
Years ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Premiums earned, net: |
|
|
|
|
|
|
|
|
|
|
|
|
Premiums written |
|
$ |
159.2 |
|
|
$ |
163.3 |
|
|
$ |
168.0 |
|
Premiums ceded |
|
|
(63.7 |
) |
|
|
(67.5 |
) |
|
|
(72.1 |
) |
Change in unearned premiums |
|
|
3.7 |
|
|
|
0.4 |
|
|
|
(2.1 |
) |
|
Premiums earned, net |
|
|
99.2 |
|
|
|
96.2 |
|
|
|
93.8 |
|
Net investment income |
|
|
10.1 |
|
|
|
11.7 |
|
|
|
12.5 |
|
|
Total operating revenues |
|
|
109.3 |
|
|
|
107.9 |
|
|
|
106.3 |
|
|
Operating costs: |
|
|
|
|
|
|
|
|
|
|
|
|
Claims incurred |
|
|
49.2 |
|
|
|
47.3 |
|
|
|
42.1 |
|
Underwriting and other operating expenses |
|
|
56.5 |
|
|
|
51.8 |
|
|
|
51.1 |
|
|
Total operating costs |
|
|
105.7 |
|
|
|
99.1 |
|
|
|
93.2 |
|
|
Operating income |
|
$ |
3.6 |
|
|
$ |
8.8 |
|
|
$ |
13.1 |
|
|
Additional data: |
|
|
|
|
|
|
|
|
|
|
|
|
Loss ratio |
|
|
49.6 |
% |
|
|
49.2 |
% |
|
|
44.9 |
% |
Expense ratio |
|
|
57.0 |
% |
|
|
53.8 |
% |
|
|
54.5 |
% |
|
Year ended December 31, 2010 compared with the year ended December 31, 2009
Operating Revenues
Total premiums written during the year ended December 31, 2010 decreased by $4.1 million,
or 2.5%, to $159.2 million, mostly in its commercial multi-peril product. The commercial business
continues under soft market conditions, thus reducing premiums and increasing competition for
renewals and new business. Also, economic conditions affected the construction activity affecting
the volume of related insurance premiums.
Premiums ceded to reinsurers during the year ended December 31, 2010 decreased by
approximately $3.8 million, or 5.6%, to $63.7 million. The ratio of premiums ceded to premiums
written decreased by 1.3 percentage points, to 40.0% in 2010. This fluctuation was the result of
the a reduction of reinsurance cessions in quota share contracts for commercial and personal
property insurance risks of 3.0% and 2.2%, respectively.
The change in unearned premiums presented an increase of $3.3 million, to $3.7 million during
the year ended December 31, 2010, primarily as the result of the lower volume of premiums written.
Claims Incurred
Claims incurred during the year ended December 31, 2010 increased by $1.9 million, or
4.0%, to $49.2 million. The loss ratio increased by 0.4 percentage points, to 49.6% during the
year ended December 31, 2010, primarily due to an unfavorable loss experience in the Commercial
Multi-peril, General Liability, and Personal Auto insurance.
Page 63
Underwriting and Other Expenses
Underwriting and other operating expenses for the year ended December 31, 2010 increased
by $4.7 million, or 9.1%, to $56.5 million. This increase is primarily due to a higher
amortization of deferred acquisition costs as a result of lower premiums. The operating expense
ratio increased by 3.2 percentage points during the same period, to 57.0% in 2010 due to the lower
volume of business of the segment.
Year ended December 31, 2009 compared with the year ended December 31, 2008
Operating Revenues
Total premiums written during the year ended December 31, 2009 decreased by $4.7 million,
or 2.8%, to $163.3 million. This fluctuation is primarily due to a decrease in premiums written in
the Commercial Auto, Dwelling and Property Mono-line, Commercial Multi-peril and Builders Risk
lines of business insurance policies of approximately $10.0 million, offset in part by increases in
the General Liability and Personal Auto lines of business. The commercial business continues under
soft market conditions, thus reducing premiums and increasing competition for renewals and new
business. Also, the lower activity in auto and mortgage loan originations and in construction, due
to the economic slowdown, has affected the volume in the market.
Premiums ceded to reinsurers during the year ended December 31, 2009 decreased by
approximately $4.6 million, or 6.4%, to $67.5 million. The ratio of premiums ceded to premiums
written decreased by 1.6 percentage points, to 41.3% in 2009. This fluctuation was the result of
the a reduction of reinsurance cessions in quota share contracts for commercial and personal
property insurance risks of 5.0% and 7.2%, respectively. This decrease is offset in part by the
increase in the cost of non-proportional insurance treaties.
The change in unearned premiums presented an increase of $2.5 million, to $0.4 million during
the year ended December 31, 2009, primarily as the result of the lower volume of premiums written.
Claims Incurred
Claims incurred during the year ended December 31, 2009 increased by $5.2 million, or
12.4%, to $47.3 million. The loss ratio increased by 4.3 percentage points, to 49.2% during the
year ended December 31, 2009, primarily due to an unfavorable loss experience in the Commercial
Multi-peril, Dwelling and Property Mono-line, and Personal Auto insurance.
Underwriting and Other Expenses
Underwriting and other operating expenses for the year ended December 31, 2009 increased
by $0.7 million, or 1.4%, to $51.8 million. This increase is primarily due to an increase in net
commissions due to lower reinsurance commissions received during the year. The operating expense
ratio decreased by 0.7 percentage points during the same period, to 53.8% in 2009.
Page 64
Liquidity and Capital Resources
Cash Flows
A summary of our major sources and uses of cash for the periods indicated is presented in
the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollar amounts in millions) |
|
2010 |
|
2009 |
|
2008 |
|
Years ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
Sources of cash: |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
$ |
37.7 |
|
|
$ |
72.6 |
|
|
$ |
|
|
Proceeds from annuity contracts |
|
|
10.7 |
|
|
|
4.3 |
|
|
|
8.0 |
|
Net proceeds from borrowings |
|
|
40.6 |
|
|
|
|
|
|
|
|
|
Other |
|
|
0.2 |
|
|
|
|
|
|
|
18.3 |
|
|
Total sources of cash |
|
|
89.2 |
|
|
|
76.9 |
|
|
|
26.3 |
|
|
Uses of cash: |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
|
|
|
|
|
|
|
|
(3.0 |
) |
Net purchases of investment securities |
|
|
(23.7 |
) |
|
|
(17.3 |
) |
|
|
(178.6 |
) |
Capital expenditures |
|
|
(19.2 |
) |
|
|
(18.7 |
) |
|
|
(22.4 |
) |
Payments of long-term borrowings |
|
|
(26.4 |
) |
|
|
(1.6 |
) |
|
|
(1.6 |
) |
Surrenders of annuity contracts |
|
|
(9.1 |
) |
|
|
(7.1 |
) |
|
|
(7.1 |
) |
Repurchase and retirement of common stock |
|
|
(6.2 |
) |
|
|
(32.3 |
) |
|
|
(7.6 |
) |
Other |
|
|
|
|
|
|
(5.6 |
) |
|
|
|
|
|
Total uses of cash |
|
|
(84.6 |
) |
|
|
(82.6 |
) |
|
|
(220.3 |
) |
|
Net increase (decrease) in cash and cash equivalents |
|
$ |
4.6 |
|
|
$ |
(5.7 |
) |
|
$ |
(194.0 |
) |
|
Year ended December 31, 2010 compared to year ended December 31, 2009
Cash flows from operating activities decreased by $34.9 million during the year ended
December 31, 2010 as compared to the year ended December 31, 2009, principally due to the increases
claims paid and cash paid to suppliers and employees amounting to
$23.7 million and $4.2 million,
respectively, offset in part by the effect of increase in premiums collections by $12.3 million and
lower income tax payments by $11.1 million. The increase in premiums collected is the result of a
higher member months enrollment, mainly in the managed care segments Commercial business offset in
part by a higher amount in accounts receivable. The fluctuation in claims paid is primarily the
result of the effect of the run-off of the Medicaid business and a higher volume in the Commercial
business. The decrease in income tax payments results from the use of tax credits acquired during
the year ended December 31, 2009.
Net acquisition of investment securities remained in line during the year ended December 31,
2010 when compared to the prior year.
Net proceeds from borrowings increased by $40.6 million during the year ended December 31,
2010. The increase in borrowings is the net result of proceeds from securities sold under
agreements of repurchases amounting to $15.6 million and $25.0 million from a long-term repurchase
agreement to partially repay a long-term borrowing. The higher repayments of long term borrowings
amounting by $24.8 million results from the refinancing of $25.0 million of one of our senior
unsecured notes with the long-term repurchase agreement to lower our overall interest expense.
Capital expenditures increased by $0.5 million as a result of the capitalization of costs
related to the implementation of the new system in our managed care segment.
The net proceeds from policyholder deposits increased by $4.4 million during the year ended
December 31, 2010 primarily due to deposits received during the period.
The increase in the other sources (uses) of cash of $5.8 million is attributed to changes in
the amount of outstanding checks over bank balances in the 2010 period.
Page 65
On September 29, 2010 we announced the immediate commencement of a $30.0 million share
repurchase program. We paid approximately $5.6 million under the stock repurchase program during
the year ended December 31, 2010. During the year ended December 31, 2009 we paid approximately
$32.3 million under the $40.0 million stock repurchase program that began in December 2008.
Year ended December 31, 2009 compared to year ended December 31, 2008
Cash flows from operating activities increased by $75.6 million for the year ended
December 31, 2009 as compared to the year ended December 31, 2008, principally due to the effect of
increase in premiums collections by $248.8 million, offset in part by increases claims paid and
cash paid to suppliers and employees amounting of $127.8 million and $43.8 million, respectively.
The increase in premiums collected is the result of a higher member months enrollment, mainly in
the Medicare and Commercial businesses, particularly after the acquisition by TSS of LCAs
membership. Also, the amount of premiums collected last year would have been higher when
considering the $22.8 million of managed care premiums collected in December 2007 but corresponding
to January 2008. The fluctuation in claims paid is primarily the result of the higher volume and
increased utilization trends in our managed care segment, particularly in the Medicare and
Commercial businesses.
Net acquisition of investment securities decreased by $161.3 million during the year ended
December 31, 2009, principally as the result the effect of purchases of investments with trade date
in December 2007 and a settlement date in January 2008, amounting to $117.5 million and cash used
in financing activities.
The decrease in the other sources (uses) of cash of $23.9 million is attributed to changes in
the amount of outstanding checks over bank balances in the 2009 period.
Capital expenditures increased by $3.7 million as a result of the capitalization of costs
related to the implementation of the new system in our managed care segment.
The net proceeds from policyholder deposits decreased by $3.7 million during the year ended
December 31, 2009 primarily due to the lower deposits received during the period.
On December 8, 2008 we announced the immediate commencement of a $40.0 million share
repurchase program. We paid approximately $32.3 million under the stock repurchase program during
the year ended December 31, 2009.
Financing and Financing Capacity
We have several short-term facilities available to address timing differences between
cash receipts and disbursements. These short-term facilities are mostly in the form of
arrangements to sell securities under repurchase agreements. As of December 31, 2010, we had
$215.0 million of available credit under these facilities. There
were $15.6 millions outstanding short-term
borrowing at December 31, 2010.
As of December 31, 2010, we had the following senior unsecured notes payable:
|
|
|
On January 31, 2006, we issued and sold $35.0 million of our 6.7% senior unsecured
notes payable due January 2021 (the 6.7% notes). The 6.7% notes were privately placed to
various institutional accredited investors. The notes pay interest each month until the
principal becomes due and payable. These notes can be redeemed after five years at par, in
whole or in part, as determined by us. The proceeds obtained from this issuance were used
to finance the acquisition of 100% of the common stock of GA Life effective January 31,
2006. |
|
|
|
|
On December 21, 2005, we issued and sold $60.0 million of our 6.6% senior unsecured
notes due December 2020 (the 6.6% notes). The 6.6% notes were privately placed to various
institutional accredited investors. The notes pay interest each month until the principal
becomes due and payable. These notes can be redeemed after five years at par, in whole or
in part, as determined by us. The proceeds obtained from this issuance were used to pay
the ceding commission to GA Life on the effective date of the coinsurance
funds withheld reinsurance agreement. On October 1, 2010 we repaid $25.0 million of the
principal of these senior unsecured notes. |
|
|
|
|
On September 30, 2004, TSS issued and sold $50.0 million of its 6.3% senior unsecured
notes due September 2019 (the 6.3% notes). The 6.3% notes are unconditionally guaranteed
as to payment of principal and interest by us. The notes were privately placed to various
institutional accredited investors. |
Page 66
|
|
|
The notes pay interest semiannually until the
principal becomes due and payable. These notes can be prepaid after five years at par, in
whole or in part, as determined by TSS. Most of the proceeds obtained from this issuance
were used to repay $37.0 million of short-term borrowings. The remaining proceeds were
used for general business purposes. |
|
|
|
|
On November 1, 2010, we entered into a $25.0 million arrangement to sell securities
under repurchase agreements that matures on November 2015. The repurchase agreement pays
interest quarterly at 1.96%. The investment securities underlying such agreements were
delivered to the financial institution with whom the agreement was transacted. The dealers
may have loaned, or used as collateral such securities in the normal course of
business operations. We maintain effective control over the
investment securities pledged as collateral and accordingly, such
securities continue to be carried on our consolidated balance sheet. At December 31, 2010 investment securities available
for sale with fair value of $27.2 million (face value of $19.7 million) were pledged as
collateral under this agreement. The proceeds obtained from this agreement were used to
repay $25.0 million of the 6.6% notes. |
The 6.3% notes, the 6.6% notes and the 6.7% notes contain certain non-financial covenants. At
December 31, 2010, we and TSS, as applicable, understand are in compliance with these covenants.
In addition, as of December 31, 2010 we are a party to a secured term loan with a commercial
bank, FirstBank Puerto Rico. This secured loan bears interest at a rate equal to the London
Interbank Offered Rate (LIBOR) plus 100 basis points and requires monthly principal repayment of
$0.1 million. As of December 31, 2010, this secured loan had an outstanding balance of $21.0
million and an average annual interest rate of 1.66%.
This secured loan is guaranteed by a first lien on our land, buildings and substantially all
leasehold improvements, as collateral for the term of the agreements under a continuing general
security agreement. This secured loan contains certain non-financial covenants which are customary
for this type of facility, including, but not limited to, restrictions on the granting of certain
liens, limitations on acquisitions and limitations on changes in control. As of December 31, 2010,
we understand are in compliance with these covenants. Failure to meet these non-financial
covenants may trigger the accelerated payment of the secured loans outstanding balances.
Principal repayments on this loan are expected to be paid out from our operating and investing cash
flows.
We anticipate that we will have sufficient liquidity to support our currently expected needs.
Planned Capital Expenditures
During 2005, our managed care business began a project to change a significant part of
its operations computer system. This project is expected to be carried out in phases until the
third quarter in 2011. Total external costs for the entire project are expected to amount
approximately $55.0 million. Our managed care business expects to incur costs of approximately
$15.9 million during 2011. We estimate that $2.2 million of the costs expected to be incurred in
2011 will be capitalized over the systems useful life and the remaining amount will be expensed.
This amount is expected to be paid out of the operating cash flows of our managed care business.
Contractual Obligations
Our contractual obligations impact our short and long-term liquidity and capital resource
needs. However, our future cash flow prospects cannot be reasonably assessed based solely on such
obligations. Future cash outflows, whether contractual or not, will vary based on our future
needs. While some cash outflows are completely fixed (such as commitments to repay principal and
interest on borrowings), most are dependent on future events (such as the payout pattern of claim
liabilities which have been incurred but not reported).
The table below describes the payments due under our contractual obligations, aggregated by
type of contractual obligation, including the maturity profile of our debt, operating leases and
other long-term liabilities, and excludes an estimate of the future cash outflows related to the
following liabilities:
|
|
|
Unearned premiums This amount accounts for the premiums collected prior to the end
of coverage period and does not represent a future cash outflow. As of December 31, 2010,
we had $98.3 million in unearned premiums. |
|
|
|
|
Policyholder deposits The cash outflows related to these instruments are not
included because they do not have defined maturities, such that the timing of payments and
withdrawals is uncertain. There are currently no significant policyholder deposits in
paying status. As of December 31, 2010, our policyholder deposits had a carrying amount of
$49.9 million. |
Page 67
|
|
|
Other long-term liabilities Due to the indeterminate nature of their cash outflows,
$74.9 million of other long-term liabilities are not reflected in the following table,
including $51.2 million of liability for pension benefits and $15.0 million in liabilities
to the Federal Employees Health Benefits Plan Program. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual obligations by year |
(Dollar amounts in millions) |
|
Total |
|
2011 |
|
2012 |
|
2013 |
|
2014 |
|
2015 |
|
Thereafter |
|
Short-term borrowings |
|
$ |
15.6 |
|
|
$ |
15.6 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Long-term borrowings (1) |
|
|
266.8 |
|
|
|
11.7 |
|
|
|
12.1 |
|
|
|
12.3 |
|
|
|
12.5 |
|
|
|
38.8 |
|
|
|
179.4 |
|
Operating leases |
|
|
36.0 |
|
|
|
7.5 |
|
|
|
7.8 |
|
|
|
7.9 |
|
|
|
8.1 |
|
|
|
1.8 |
|
|
|
2.9 |
|
Purchase obligations (2) |
|
|
151.2 |
|
|
|
147.5 |
|
|
|
1.8 |
|
|
|
1.0 |
|
|
|
0.3 |
|
|
|
0.3 |
|
|
|
0.3 |
|
Claim liabilities (3) |
|
|
328.8 |
|
|
|
238.2 |
|
|
|
59.2 |
|
|
|
9.8 |
|
|
|
10.4 |
|
|
|
3.5 |
|
|
|
7.7 |
|
Estimated obligation for future
policy benefits (4) |
|
|
954.8 |
|
|
|
75.6 |
|
|
|
64.0 |
|
|
|
60.1 |
|
|
|
56.7 |
|
|
|
53.9 |
|
|
|
644.5 |
|
|
|
|
$ |
1,753.2 |
|
|
$ |
496.1 |
|
|
$ |
144.9 |
|
|
$ |
91.1 |
|
|
$ |
88.0 |
|
|
$ |
98.3 |
|
|
$ |
834.8 |
|
|
|
|
|
(1) |
|
As of December 31, 2010, our long-term borrowings consist of our managed care subsidiarys
6.3% senior unsecured notes payable (which are unconditionally guaranteed as to payment of
principal, premium, if any, and interest by us), our 6.6% senior unsecured notes payable, our
6.7% senior unsecured notes payable, a $25.0 million arrangement to sell securities under
repurchase agreements which requires quarterly interest payments at 1.96%, and a loan payable
to a commercial bank. Total contractual obligations for long-term borrowings include the
current maturities of long term debt. For the 6.3%, 6.6% and 6.7% senior unsecured notes and
the arrangement to sell securities under repurchase agreements, scheduled interest payments
were included in the total contractual obligations for long-term borrowings until the maturity
dates of the notes in 2019, 2020, 2021, and 2015 respectively. We may redeem the senior
unsecured notes starting five years after issuance; however no redemption is considered in
this schedule. The interest payments related to our loan payable were estimated using the
interest rate applicable as of December 31, 2010. The actual amount of interest payments of
the loan payable will differ from the amount included in this schedule due to the loans
variable interest rate structure. See the Financing and Financing Capacity section for
additional information regarding our long-term borrowings. |
|
(2) |
|
Purchase obligations represent payments required by us under material agreements to purchase
goods or services that are enforceable and legally binding and where all significant terms are
specified, including: quantities to be purchased, price provisions and the timing of the
transaction. Other purchase orders made in the ordinary course of business for which we are
not liable are excluded from the table above. Estimated pension plan contributions amounting
to $10.0 million were included within the total purchase obligations. However, this amount is
an estimate which may be subject to change in view of the fact that contribution decisions are
affected by various factors such as market performance, regulatory and legal requirements and
plan funding policy. |
|
(3) |
|
Claim liabilities represent the amount of our claims processed and incomplete as well as an
estimate of the amount of incurred but not reported claims and loss-adjustment expenses. This
amount does not include an estimate of claims to be incurred subsequent to December 31, 2010.
The expected claims payments are an estimate and may differ materially from the actual claims
payments made by us in the future. Also, claim liabilities are presented gross, and thus do
not reflect the effects of reinsurance under which $31.4 million of reserves had been ceded at
December 31, 2010. |
|
(4) |
|
Our life insurance segment establishes, and carries as liabilities, actuarially determined
amounts that are calculated to meet its policy obligations when a policy matures or
surrenders, an insured dies or becomes disabled or upon the occurrence of other covered
events. A significant portion of the estimated obligation for future policy benefits to be
paid included in this table considers contracts under which we are currently not making
payments and will not make payments until the occurrence of an insurable event not under our
control, such as death, illness, or the surrender of a policy. We have estimated the timing
of the cash flows related to these contracts based on historical experience as well as
expectations of future payment patterns. The amounts presented in the table above represent
the estimated cash payments for benefits under such contracts based on assumptions related to
the receipt of future premiums and assumptions related to mortality, morbidity, policy lapses,
renewals, retirements, disability incidence and other contingent events as appropriate for the
respective product type. All estimated cash payments included in this table are not
discounted to present value nor do they take into account estimated future premiums on
policies in-force as of December 31, 2010 and are gross of any |
Page 68
|
|
|
|
|
reinsurance recoverable. The
$954.8 million total estimated cash flows for all years in the table is different from the
liability of future policy benefits of $236.5 million included in our audited consolidated
financial statements principally due to the time value of money. Actual cash payments to
policyholders could differ significantly from the estimated cash payments as presented in this
table due to differences between actual experience and the assumptions used in the estimation
of these payments. |
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a
current or future material effect on our financial condition, revenues and expenses, results of
operations, liquidity, capital expenditures or capital resources.
Restriction on Certain Payments by the Corporations Subsidiaries
Our insurance subsidiaries are subject to the regulations of the Commissioner of
Insurance of the Commonwealth of Puerto Rico (the Commissioner of Insurance of Puerto Rico).
These regulations, among other things, require insurance companies to maintain certain levels of
capital, thereby restricting the amount of earnings that can be distributed by the insurance
subsidiaries to TSM. As of December 31, 2010, our insurance subsidiaries were in compliance with
such minimum capital requirements.
Since 2009, local insurers and health organizations are required by the Insurance Code to
submit to the Commissioner of Insurance Puerto Rico RBC
reports following the NAICs RBC Model Act
and accordingly are subject to the relevant measures and actions as required based on their capital
levels in relation to the determined risk based capital. In February 2010 Insurance Regulation No.
92 entered into effect establishing guidelines to implement the RBC requirements. Rule 92 provides
for a gradual compliance and a five-year transition period, including dividend payment restriction
and exemption to comply with requirements.
These regulations are not directly applicable to us, as a holding company, since we are not an
insurance company.
Our secured term loan restricts the amount of dividends that we and our subsidiaries can
declare or pay to shareholders. Under the secured term loan, dividend payments cannot be made in
excess of the accumulated retained earnings of the paying entity.
We do not expect that any of the previously described dividend restrictions will have a
significant effect on our ability to meet our cash obligations.
Solvency Regulation
To monitor the solvency of the operations, the BCBSA requires us and our managed care
subsidiary to comply with certain specified levels of RBC. RBC is designed to identify weakly
capitalized companies by comparing each companys adjusted surplus to its required surplus (RBC
ratio). The RBC ratio reflects the risk profile of insurance companies. At December 31, 2010,
both we and our managed care subsidiarys estimated RBC ratio were above the 200% of our RBC
required by the BCBSA and the 375% of our RBC level required by the BCBSA to avoid monitoring.
Other Contingencies
Legal Proceedings
Various litigation claims and assessments against us have arisen in the course of our
business, including but not limited to, our activities as an insurer and employer. Furthermore,
the Commissioner of Insurance, as well as other Federal and Puerto Rico government authorities,
regularly make inquiries and conduct audits concerning our compliance with applicable insurance and
other laws and regulations.
Based on the information currently known by our management, in its opinion, the outcomes of
such pending investigations and legal proceedings are not likely to have a material adverse effect
on our financial position, results of operations and cash flows. However, given the inherent
unpredictability of these matters, it is possible that an adverse outcome in certain matters could,
from time to time, have an adverse effect on our operating results and/or cash flows. See Item 3.
Legal Proceedings.
Page 69
Guarantee Associations
To operate in Puerto Rico, insurance companies, such as our insurance subsidiaries, are
required to participate in guarantee associations, which are organized to pay policyholders
contractual benefits on behalf of insurers declared to be insolvent. These associations levy
assessments, up to prescribed limits, on a proportional basis, to all member insurers in the line
of business in which the insolvent insurer was engaged. During the years ended December 31, 2010,
2009 and 2008, no assessment or payment was made in connection with insurance companies declared
insolvent. It is the opinion of management that any possible future guarantee association
assessments will not have a material effect on our operating results and/or cash flows, although
there is no ceiling on these payment obligations.
Pursuant to the Puerto Rico Insurance Code, our property and casualty insurance subsidiary is
a member of Sindicato de Aseguradores para la Suscripción Conjunta de Seguros de Responsabilidad
Profesional Médico-Hospitalaria (SIMED) and of the Sindicato de Aseguradores de Responsabilidad
Profesional para Médicos. Both syndicates were organized for the purpose of underwriting
medical-hospital professional liability insurance. As a member, the property and casualty
insurance segment shares risks with other member companies and, accordingly, is contingently liable
in the event the previously mentioned syndicates cannot meet their obligations. During 2010, 2009
and 2008, no assessment or payment was made for this contingency. It is the opinion of management
that any possible future syndicate assessments will not have a material effect on our operating
results and/or cash flows, although there is no ceiling on these payment obligations.
In addition, pursuant to Article 12 of Rule LXIX of the Insurance Code, our property and
casualty insurance subsidiary is a member of the Compulsory Vehicle Liability Insurance Joint
Underwriting Association (the Association). The Association was organized in 1997 to underwrite
insurance coverage of motor vehicle property damage liability risks effective January 1, 1998. As
a participant, the segment shares the risk proportionally with other members based on a formula
established by the Insurance Code. During the years 2010, 2009 and 2008, the Association
distributed the Company a dividend based on the good experience of the business amounting to $1.3
million, $1.2 million and $1.1 million, respectively.
Critical Accounting Estimates
Our consolidated financial statements and accompanying notes included in this Annual
Report on Form 10-K have been prepared in accordance with GAAP applied on a consistent basis. The
preparation of financial statements in conformity with GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. We continually evaluate the accounting
policies and estimates we use to prepare our consolidated financial statements. In general,
managements estimates are based on historical experience and various other assumptions it believes
to be reasonable under the circumstances. The following is an explanation of our accounting
policies considered most significant by management. These accounting policies require us to make
estimates and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Such estimates and assumptions could change in the future as more information
is known. Actual results could differ materially from those estimates.
The policies discussed below are considered by management to be critical to an understanding
of our financial statements because their application places the most significant demands on
managements judgment, with financial reporting results relying on estimation about the effect of
matters that are inherently uncertain. For all these policies, management cautions that future
events may not necessarily develop as forecasted, and that the best estimates routinely require
adjustment. Management believes that the amounts provided for these critical accounting estimates
are adequate.
Page 70
Claim Liabilities
Claim liabilities by segment as of December 31, 2010 were as follows:
|
|
|
|
|
(Dollar amounts in millions) |
|
|
|
|
|
Managed care |
|
$ |
236.2 |
|
Life insurance |
|
|
41.2 |
|
Property and casualty insurance |
|
|
82.8 |
|
|
Consolidated |
|
$ |
360.2 |
|
|
Management continually evaluates the potential for changes in its claim liabilities estimates,
both positive and negative, and uses the results of these evaluations to adjust recorded claim
liabilities and underwriting criteria. Our profitability depends in large part on our ability to
accurately predict and effectively manage the amount of claims incurred, particularly those of the
managed care segment and the losses arising from the property and casualty and life insurance
segment. Management regularly reviews its premiums and benefits structure to reflect our
underlying claims experience and revised actuarial data; however, several factors could adversely
affect our underwriting results. Some of these factors are beyond managements control and could
adversely affect its ability to accurately predict and effectively control claims incurred.
Examples of such factors include changes in health practices, economic conditions, change in
utilization trends, healthcare costs, the advent of natural disasters, and malpractice litigation.
Costs in excess of those anticipated could have a material adverse effect on our results of
operations.
We recognize claim liabilities as follows:
Managed Care Segment
At December 31, 2010, claim liabilities for the managed care segment amounted to $236.2
million and represented 65.6% of our total consolidated claim liabilities and 20.7% of our total
consolidated liabilities.
Claim liabilities are determined employing actuarial methods that are commonly used by managed
care actuaries and meet Actuarial Standards of Practice, which require that the claim liabilities
be adequate under moderately adverse circumstances. The segment determines the amount of the
liability by following a detailed actuarial process that entails using both historical claim
payment patterns as well as emerging medical cost trends to project a best estimate of claim
liabilities. Under this process, historical claims incurred dates are compared to actual dates of
claims payment. This information is analyzed to create completion or development factors that
represent the average percentage of total incurred claims that have been paid through a given date
after being incurred. Completion factors are applied to claims paid through the financial
statement date to estimate the ultimate claim expense incurred for the current period. Actuarial
estimates of claim liabilities are then determined by subtracting the actual paid claims from the
estimate of the total expected claims incurred. The majority of unpaid claims, both reported and
unreported, for any period, are those claims which are incurred in the final months of the period.
Since the percentage of claims paid during the period with respect to claims incurred in those
months is generally very low, the above-described completion factor methodology is less reliable
for such months. In order to complement the analysis to determine the unpaid claims, historical
completion factors and payment patterns are applied to incurred and paid claims for the most recent
twelve months and compared to the prior twelve month period. Incurred claims for the most recent
twelve months also take into account recent claims expense levels and health care trend levels
(trend factors). Using all of the above methodologies, our actuaries determine based on the
different circumstances the unpaid claims as of the end of period.
Because the reserve methodology is based upon historical information, it must be adjusted for
known or suspected operational and environmental changes. These adjustments are made by our
actuaries based on their knowledge and their estimate of emerging impacts to benefit costs and
payment speed.
Circumstances to be considered in developing our best estimate of reserves include changes in
enrollment, utilization levels, unit costs, mix of business, benefit plan designs, provider
reimbursement levels, processing system conversions and changes, claim inventory levels, regulatory and legislative requirements,
claim processing patterns, and claim submission patterns. A comparison or prior period liabilities
to re-estimated claim liabilities based on subsequent claims development is also considered in
making the liability determination. In the actuarial process, the methods and assumptions are not
changed as reserves are recalculated, but rather the availability of additional paid
Page 71
claims information drives our changes in the re-estimate of the unpaid claim liability. Changes in
such development are recorded as a change to current period benefit expense. The re-estimates or
recasts are done monthly for the previous four calendar quarters. On average, about 77% of the
claims are paid within three months after the last day of the month in which they were incurred and
about 13% are within the next three months, for a total of 90% paid within six months after the
last day of the month in which they were incurred.
Management regularly reviews its assumptions regarding claim liabilities and makes adjustments
to claims incurred when necessary. If managements assumptions regarding cost trends and
utilization are significantly different than actual results, our statement of earnings and
financial position could be impacted in future periods. Changes to prior year estimates may result
in an increase in claims incurred or a reduction of claims incurred in the period the change is
made. Further, due to the considerable variability of health care costs, adjustments to claims
liabilities are made in each period and are sometimes significant as compared to the net income
recorded in that period. Prior year development of claim liabilities is recognized immediately
upon the actuarys judgment that a portion of the prior year liability is no longer needed or that
an additional liability should have been accrued. Health care trends are monitored in conjunction
with the claim reserve analysis. Based on these analyses, rating trends are adjusted to anticipate
future changes in health care cost or utilization. Thus, the managed care segment incorporates
those trends as part of the development of premium rates in an effort to keep premium rating trends
in line with claims trends.
As described above, completion factors and claims trend factors can have a significant impact
on determination of our claim liabilities. The following example provides the estimated impact on
our December 31, 2010 claim liabilities, assuming the indicated hypothetical changes in completion
and trend factors:
|
|
|
|
|
|
|
|
|
|
|
|
|
Completion Factor1 |
|
|
Claims Trend Factor2 |
|
(Decrease) Increase |
|
|
(Decrease) Increase |
|
|
|
In unpaid claim |
|
|
In claims trend |
|
|
In unpaid claim |
|
In completion factor |
|
liabilities |
|
|
factor |
|
|
liabilities |
|
|
|
|
(0.6)% |
|
$ |
8.7 |
|
|
|
(0.75 |
)% |
|
$ |
9.4 |
|
(0.4)% |
|
|
5.8 |
|
|
|
(0.50 |
)% |
|
|
6.3 |
|
(0.2)% |
|
|
2.9 |
|
|
|
(0.25 |
)% |
|
|
3.2 |
|
0.2% |
|
|
(2.9 |
) |
|
|
0.25 |
% |
|
|
(3.2 |
) |
0.4% |
|
|
(5.7 |
) |
|
|
0.50 |
% |
|
|
(6.3 |
) |
0.6% |
|
|
(8.6 |
) |
|
|
0.75 |
% |
|
|
(9.4 |
) |
|
|
|
(1) |
|
Assumes (decrease) increase in the completion factors for the most recent twelve months. |
|
(2) |
|
Assumes (decrease) increase in the claims trend factors for the most recent twelve months. |
The segments reserving practice is to consistently recognize the actuarial best estimate
as the ultimate liability for claims within a level of confidence required by actuarial standards.
Management believes that the methodology for determining the best estimate for claim liabilities at
each reporting date has been consistently applied.
Amounts incurred related to prior years vary from previously estimated liabilities as the
claims are ultimately settled. Liabilities at any year-end are continually reviewed and
re-estimated as information regarding actual claims payments, or run-out becomes known. This
information is compared to the originally established year-end liability. Negative amounts
reported for incurred claims related to prior years result from claims being settled for amounts
less than originally estimated. The reverse is true of reserve shortfalls. Medical claim
liabilities are usually described as having a short tail: which means that they are generally
paid within several months of the member receiving service from the provider. Accordingly, the
majority, or approximately 95%, of any redundancy or shortfall relates to claims incurred in the
previous calendar year-end, with the remaining 5% related to claims incurred prior to the previous calendar year-end. Management has not noted any significant
emerging trends in claim frequency and severity and the normal fluctuations in enrollment and
utilization trends from year to year.
Page 72
The following table shows the variance between the segments incurred claims for current
period insured events and the incurred claims for such years had they been determined
retrospectively (the Incurred claims related to current period insured events for the year shown
plus or minus the Incurred claims related to prior period insured events for the following year
as included in note 10 to the audited consolidated financial statements). This table shows that
the segments estimates of this liability have approximated the actual development.
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollar amounts in millions |
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
Years ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
Total incurred claims: |
|
|
|
|
|
|
|
|
|
|
|
|
As reported (1) |
|
$ |
1,512.1 |
|
|
$ |
1,348.9 |
|
|
$ |
1,156.8 |
|
On a retrospective basis |
|
|
1,506.5 |
|
|
|
1,352.0 |
|
|
|
1,149.2 |
|
|
Variance |
|
$ |
5.6 |
|
|
$ |
(3.1 |
) |
|
$ |
7.6 |
|
|
Variance to total incurred claims as reported |
|
|
0.4 |
% |
|
|
-0.2 |
% |
|
|
0.7 |
% |
|
|
|
|
(1) |
|
Includes total claims incurred less adjustments for prior year reserve development. |
Management expects that substantially all of the development of the 2010 estimate of
medical claims payable will be known during 2011 and that the variance of the total incurred claims
on a retrospective basis when compared to reported incurred claims will be similar to the prior
years.
In the event this segment experiences an unexpected increase in health care cost or
utilization trends, we have the following options to cover claim payments:
|
|
|
Through the management of our cash flows and investment portfolio. |
|
|
|
|
We have the ability to increase the premium rates throughout the year in the monthly
renewal process, when renegotiating the premiums for the following contract year of each
group as they become due. We consider the actual claims trend of each group when
determining the premium rates for the following contract year. |
|
|
|
|
We have available short-term borrowing facilities that from time to time address
differences between cash receipts and disbursements. |
For additional information on our credit facilities, see section Financing and Financing
Capacity of this Item.
Life Insurance Segment
At December 31, 2010, claim liabilities for the life insurance segment amounted to $41.2
million and represented 11.4% of total consolidated claim liabilities and 3.6% of our total
consolidated liabilities.
The claim liabilities related to the life insurance segment are based on methods and
underlying assumptions in accordance with GAAP and applicable actuarial standards. The estimate of
claim liabilities for this segment is based on the amount of benefits contractually determined and
on actuarial estimates of the amount of loss inherent in that periods claims, including losses for
which claims have not been reported. This estimate relies on actuarial observations of ultimate
loss experience for similar historical events. Principal assumptions used in the establishment of
claim liabilities for this segment are mortality, morbidity and claim submission patterns, among
others.
Claim reserve reviews are generally conducted on a monthly basis, in light of continually
updated information. These reviews incorporate a variety of actuarial methods, judgments and
analysis. We review reserves using current inventory of policies and claims data. These reviews
incorporate a variety of actuarial methods, judgments and analysis.
The key assumption with regard to claim liabilities for our life insurance segment is related
to claims incurred prior to the end of the year, but not yet reported to our subsidiary. A
liability for these claims is estimated based upon experience with regards to amounts reported
subsequent to the close of business in prior years. There are uncertainties in the development of
these estimates; however, in recent years our estimates have resulted in immaterial redundancies or
deficiencies.
Page 73
Property and Casualty Insurance Segment
At December 31, 2010, claim liabilities for the property and casualty insurance segment
amounted to $82.8 million and represented 23.0% of the total consolidated claim liabilities and
7.2% of our total consolidated liabilities.
Estimates of the ultimate cost of claims and loss-adjustment expenses of this segment are
based largely on the assumption that past developments, with appropriate adjustments due to known
or unexpected changes, are a reasonable basis on which to predict future events and trends, and
involve a variety of actuarial techniques that analyze current experience, trends and other
relevant factors. Property and casualty insurance claim liabilities are categorized and tracked by
line of business. Medical malpractice policies are written on a claims-made basis. Policies
written on a claims-made basis require that claims be reported during the policy period. Other
lines of business are written on an occurrence basis.
Individual case estimates for reported claims are established by a claims adjuster and are
changed as new information becomes available during the course of handling the claim. Our property
and casualty business, other than medical malpractice, is primarily short-tailed business, where
losses (e.g. paid losses and case reserves) are generally reported quickly.
Claim reserve reviews are generally conducted on a quarterly basis, in light of continually
updated information. Our actuary certifies reserves for both current and prior accident years
using current claims data. These reviews incorporate a variety of actuarial methods, judgments,
and analysis. For each line of business, a variety of actuarial methods are used, with the final
selections of ultimate losses that are appropriate for each line of business selected based on the
current circumstances affecting that line of business. These selections incorporate input from
management, particularly from the claims, underwriting and operations divisions, about reported
loss cost trends and other factors that could affect the reserve estimates.
Key assumptions are based on the consideration that past emergence of paid losses and case
reserves is credible and likely indicative of future emergence and ultimate losses. A key
assumption is the expected loss ratio for the current accident year. This expected loss ratio is
generally determined through a review of the loss ratios of prior accident years and expected
changes to earned pricing, loss costs, mix of business, and other factors that are expected to
impact the loss ratio for the current accident year. Another key assumption is the development
patterns for paid and reported losses (also referred to as the loss emergence and settlement
patterns). The reserves for unreported claims for each year are determined after reviewing the
indications produced by each actuarial projection method, which, in turn, rely on the expected paid
and reported development patterns and the expected loss ratio for that year.
At December 31, 2010, the actuarial reserve range determined by the actuaries was from $81
million to $91 million. Management reviews the results of the reserve estimates in order to
determine any appropriate adjustments in the recording of reserves. Adjustments to reserve
estimates are made after managements consideration of numerous factors, including but not limited
to the magnitude of the difference between the actuarial indication and the recorded reserves,
improvement or deterioration of actuarial indications in the period, the maturity of the accident
year, trends observed over the recent past and the level of volatility within a particular line of
business. In general, changes are made more quickly to more mature accident years and less
volatile lines of business. Varying the net expected loss ratio by +/-1% in all lines of business
for the six most recent accident years would increase/decrease the claims incurred by approximately
$5.6 million.
Liability for Future Policy Benefits
Our life insurance segment establishes, and carries as liabilities, actuarially
determined amounts that are calculated to meet its policy obligations when a policy matures or
surrenders, an insured dies or becomes disabled or upon the occurrence of other covered events. We
compute the amounts for actuarial liabilities in conformity with GAAP.
Liabilities for future policy benefits for whole life and term insurance products and active
life reserves for accident and health products are computed by the net level premium method, using
interest assumptions ranging from 5.0% to 5.4% and withdrawal, mortality, morbidity and maintenance
expense assumptions appropriate at the time the policies were issued (or when a block of business
was purchased, as applicable). Accident and health unpaid claim reserves are stated at amounts
determined by estimates on individual claims and estimates of
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unreported claims based on past experience. Liabilities for universal life policies are stated at
policyholder account values before surrender charges. Deferred annuity reserves are carried at the
account value.
The liabilities for all products, except for universal life and deferred annuities, are based
upon a variety of actuarial assumptions that are uncertain. The most significant of these
assumptions is the level of anticipated death and health claims. Other assumptions that are less
significant to the appropriate level of the liability for future policy benefits are anticipated
policy persistency rates, investment yields, and operating expense levels. These are reviewed
frequently by our subsidiarys external actuaries, to assure that the current level of liabilities
for future policy benefits is sufficient, in combination with anticipated future cash flows, to
provide for all contractual obligations. For all products, except for universal life and deferred
annuities, the basis for the liability for future policy benefits is established at the time of
issuance of each contract and would only change if our experience deteriorates to the point that
the level of the liability is not adequate to provide for future policy benefits. We do not
currently expect that level of deterioration to occur.
Deferred Policy Acquisition Costs and Value of Business Acquired
Certain costs for acquiring life and property and casualty insurance business are
deferred. Acquisition costs related to the managed care business are expensed as incurred.
The costs of acquiring new life business, principally commissions, and certain variable
underwriting, agency and policy issue expenses of our life insurance segment, have been deferred.
These costs, including value of business acquired (VOBA) recorded upon our acquisition of GA Life
(now TSV), are amortized to income over the premium-paying period of the related whole life and
term insurance policies in proportion to the ratio of the expected annual premium revenue to the
expected total premium revenue, and over the anticipated lives of universal life policies in
proportion to the ratio of the expected annual gross profits to the expected total gross profits.
The expected premiums revenue and gross profits are based upon the same mortality and withdrawal
assumptions used in determining the liability for future policy benefits. For universal life and
deferred annuity policies, changes in the amount or timing of expected gross profits result in
adjustments to the cumulative amortization of these costs. The effect on the amortization of
deferred policy acquisition costs of revisions to estimated gross profits is reported in earnings
in the period such estimated gross profits are revised.
The schedules of amortization of life insurance deferred policy acquisition costs (DPAC) and
VOBA are based upon actuarial assumptions regarding future events that are uncertain. For all
products, other than universal life and deferred annuities, the most significant of these
assumptions is the level of contract persistency and investment yield rates. For these products
the basis for the amortization of DPAC and VOBA is established at the issue of each contract and
would only change if our segments experience deteriorates to the point that the level of the
liability is not adequate. We do not currently expect that level of deterioration to occur. For
the universal life and deferred annuity products, amortization schedules are based upon the level
of historic and anticipated gross profit margins, from the date of each contracts issued (or
purchase, in the case of VOBA). These schedules are based upon several actuarial assumptions that
are uncertain, are reviewed annually and are modified if necessary. The most significant of these
assumptions are anticipated universal life claims, investment yield rates and contract persistency.
Based upon the most recent actuarial reviews of all of the assumptions, we do not currently
anticipate material changes to the level of these amortization schedules.
The property and casualty business acquisition costs consist of commissions incurred during
the production of business and are deferred and amortized ratably over the terms of the policies.
Impairment of Investments
Impairment of an investment exists if a decline in the estimated fair value is below the
amortized cost of the security. Management regularly monitors and evaluates the difference between
the cost and estimated fair value of investments. For investments with a fair value below cost,
the process includes evaluating: (1) the length of time and the extent to which the estimated fair
value has been less than amortized cost for fixed maturity securities, or cost for equity
securities, (2) the financial condition, near-term and long-term prospects for the issuer,
including relevant industry conditions and trends, and implications of rating agency actions, (3) the
Companys intent sell or the likelihood of a required sale prior to recovery, (4) the
recoverability of principal and interest for fixed maturity securities, or cost for equity
securities, and (5) other factors, as applicable. This process is not exact and further requires
consideration of risks such as credit and interest rate risks. Consequently, if an investments
cost exceeds its estimated fair value solely due to changes in interest rates, other-than temporary
impairment may not be
Page 75
appropriate. Due to the subjective nature of our analysis, along with the judgment that must be
applied in the analysis, it is possible that we could reach a different conclusion whether or not
to impair a security if it had access to additional information about the investee. Additionally,
it is possible that the investees ability to meet future contractual obligations may be different
than what we determined during its analysis, which may lead to a different impairment conclusion in
future periods. If after monitoring and analyzing impaired securities, management determines that
a decline in the estimated fair value of any available-for-sale or held-to-maturity security below
cost is other than temporary, the carrying amount of the security is reduced to its fair value
according to current accounting guidance. The new cost basis of an impaired security is not
adjusted for subsequent increases in estimated fair value. In periods subsequent to the
recognition of an other-than-temporary impairment, the impaired security is accounted for as if it
had been purchased on the measurement date of the impairment. For debt securities, the discount
(or reduced premium) based on the new cost basis may be accreted into net investment income in
future periods based on prospective changes in cash flow estimates, to reflect adjustments to the
effective yield.
Our process for identifying and reviewing invested assets for other-than temporary impairments
during any quarter includes the following:
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Identification and evaluation of securities that have possible indications of
other-than-temporary impairment, which includes an analysis of all investments with gross
unrealized investments losses that represent 20% or more of cost. |
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|
Review and evaluation of any other security based on the investees current financial
condition, liquidity, near-term recovery prospects, implications of rating agency actions,
the outlook for the business sectors in which the investee operates and other factors.
This evaluation is in addition to the evaluation of those securities with a gross
unrealized investment loss representing 20% or more of cost. |
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Consideration of evidential matter, including an evaluation of factors or triggers that
may or may not cause individual investments to qualify as having other-than-temporary
impairments; and |
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|
Determination of the status of each analyzed security as other-than-temporary or not,
with documentation of the rationale for the decision. |
Management continues to review the investment portfolios under our impairment review policy.
Given the current market conditions and the significant judgments involved, there is a continuing
risk that further declines in fair value may occur and additional material other-than-temporary
impairments may be recorded in future periods.
During the years ended December 31, 2010, 2009 and 2008 we recognized other-than-temporary
impairments amounting to $3.0 million, $7.1 million and $16.5 million, respectively, on fixed
income, equity securities and perpetual preferred stocks classified as available for sale. As of
December 31, 2010, of the total amount of investments in securities of $1.1 billion, $51.1 million,
or 4.6%, are classified as trading securities, and thus are recorded at fair value with changes in
estimated fair value recognized in the statement of operations. The remaining $1.0 billion is
classified as either available-for-sale or held-to-maturity and consists of high-quality
investments. Of this amount, $873.1 million, or 83.2%, are securities in obligations of U.S.
government-sponsored enterprises, U.S. Treasury securities, obligations of the Commonwealth of
Puerto Rico, municipal securities, obligations of U.S. states and its political subdivisions,
mortgage backed and collateralized mortgage obligations that are U.S. agency-backed. The remaining
$175.8 million, or 16.8%, are from corporate fixed, equity securities and mutual funds. The net
unrealized gain as of December 31, 2010 of the available-for-sale and held-to-maturity portfolios
amounted to $39.4 million.
The impairment analysis as of December 31, 2010 indicated that, other than those securities
for which an other-than-temporary impairment was recognized, none of the securities whose carrying
amount exceeded its estimated fair value was considered other-than-temporarily impaired as of that
date; however, several factors are beyond managements control, such as the following: financial
condition of the issuer, movement of interest rates, specific situations within corporations, among
others. Over time, the economic and market environment may provide additional insight regarding
the estimated fair value of certain securities, which could change managements
judgment regarding impairment. This could result in realized losses related to
other-than-temporary declines being charged against future income.
Our fixed maturity securities are sensitive to interest rate and credit risk fluctuations,
which impact the fair value of individual securities. Our equity securities are sensitive to
equity price risks, for which potential losses could arise from adverse changes in the value of
equity securities. For additional information on the sensitivity of
Page 76
our investments, see Item 7A. Quantitative and Qualitative Disclosures About Market Risk in
this Annual Report on Form 10-K.
A detail of the gross unrealized losses on investment securities and the estimated fair value
of the related securities, aggregated by investment category and length of time that individual
securities have been in a continuous unrealized loss position as of December 31, 2010 and 2009 is
included in note 3 to the audited consolidated financial statements.
Allowance for Doubtful Receivables
We estimate the amount of uncollectible receivables in each period and establish an
allowance for doubtful receivables. The allowance for doubtful receivables amounted to $20.0
million and $25.2 million as of December 31, 2010 and 2009, respectively. The amount of the
allowance is based on the age of unpaid accounts, information about the customers creditworthiness
and other relevant information. The estimates of uncollectible accounts are revised each period,
and changes are recorded in the period they become known. In determining the allowance, we use
predetermined percentages applied to aged account balances, as well as individual analysis of large
accounts. These percentages are based on our collection experience and are periodically evaluated.
A significant change in the level of uncollectible accounts would have a material effect on our
results of operations.
In addition to premium-related receivables, we evaluate the risk in the realization of other
accounts receivable, including balances due from third parties related to overpayment of medical
claims and rebates, among others. These amounts are individually analyzed and the allowance
determined based on the specific collectivity assessment and circumstances of each individual case.
We consider this allowance adequate to cover probable losses that may result from our
inability to subsequently collect the amounts reported as accounts receivable. However, such
estimates may change significantly in the event that unforeseen economic conditions adversely
impact the ability of third parties to repay the amounts due to us.
Other Significant Accounting Policies
We have other accounting policies that are important to an understanding of the financial
statements. See note 2 to the audited consolidated financial statements.
Recently Issued Accounting Standards
In April 2010, the FASB issued guidance to address the classification of an employee
share-based payment award with an exercise price denominated in the currency of a market in which
the underlying equity security trades. The guidance clarifies that a share-based payment award
with an exercise price denominated in the currency of a market in which a substantial portion of
the entitys equity securities trades should not be considered to contain a condition that is not a
market, performance, or service condition. Therefore, such an award should not be classified as a
liability if it otherwise qualifies as equity. This guidance is effective for fiscal years and
interim periods within those fiscal years, beginning on or after December 15, 2010. We do not
expect the adoption of this guidance to have an impact on our financial position or results of
operations.
In October 2010, the FASB issued guidance to address diversity in practice regarding the
interpretation of which costs relating to the acquisition of new or renewal insurance contracts
qualify for deferral. This guidance specifies that the following costs incurred in the acquisition
of new and renewal contracts should be capitalized: (1) Incremental direct costs of contract
acquisition. Incremental direct costs are those costs that result directly from and are essential
to the contract transaction and would not have been incurred by the insurance entity had the
contract transaction not occurred. (2) Certain costs related directly to the following acquisition
activities performed by the insurer for the contract: a. Underwriting, b. Policy issuance and
processing, c. Medical and inspection, and d. Sales force contract selling. Advertising costs
should be included in deferred acquisition costs only if the capitalization criteria in the
direct-response advertising guidance in Subtopic 340-20, Other Assets and Deferred Costs
Capitalized Advertising Costs, are met. This guidance is effective for fiscal years and interim
periods within those fiscal years, beginning on or after December 15, 2011. The Company is currently evaluating
the impact the adoption of this guidance will have on its financial position or results of
operations.
In December 2010, the FASB issued guidance to modify Step 1 of the goodwill impairment test
for reporting units with zero or negative carrying amounts. For those reporting units, an entity
is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a
goodwill impairment exists. In determining whether it is
Page 77
more likely than not that a goodwill impairment exists, an entity should consider whether there are
any adverse qualitative factors indicating that an impairment may exist. This guidance is
effective for fiscal years, and interim periods within those years, beginning after December 15,
2010. We do not expect the adoption of this guidance to have a significant impact on our financial
position or results of operations.
In December 2010, the FASB issued guidance to require a public entity to disclose pro forma
information for business combinations that occurred in the current reporting period. The
disclosures include pro forma revenue and earnings of the combined entity for the current reporting
period as though the acquisition date for all business combinations that occurred during the year
had been as of the beginning of the annual reporting period for all the periods presented. This
guidance also expands the supplemental pro forma disclosures to include a description of the nature
and amount of material, nonrecurring pro forma adjustments directly attributable to the business
combination included in the reported pro forma revenue and earnings. This guidance is effective
for business combinations for which the acquisition dates is on or after the beginning of the first
annual reporting period beginning on or after December 15, 2010. We expect to adopt this guidance
during 2011 as part of our disclosures related to our business combination.
There were no other new accounting pronouncements issued that had or are expected to have a
material impact on our financial position, operating results or disclosures.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to certain market risks that are inherent in our financial instruments,
which arise from transactions entered into in the normal course of business. We are also subject
to additional market risk with respect to certain of our financial instruments. We must
effectively manage, measure, and monitor the market risk associated with our invested assets and
interest rate sensitive liabilities. We have established and implemented comprehensive policies
and procedures to minimize the effects of potential market volatility.
Market Risk Exposure
We have exposure to market risk mostly in our investment activities. For purposes of
this disclosure, market risk is defined as the risk of loss resulting from changes in interest
rates and equity prices. Analytical tools and monitoring systems are in place to assess each one
of the elements of market risks.
As in other insurance companies, investment activities are an integral part of our business.
Insurance statutes regulate the type of investments that the insurance segments are permitted to
make and limit the amount of funds that may be invested in some types of securities. We have a
diversified investment portfolio with a large portion invested in investment-grade, fixed income
securities.
Our investment philosophy is to maintain a largely investment-grade fixed income portfolio,
provide adequate liquidity for expected liability durations and other requirements, and maximize
total return through active investment management.
We evaluate the interest rate risk of our assets and liabilities regularly, as well as the
appropriateness of investments relative to our internal investment guidelines. We operate within
these guidelines by maintaining a diversified portfolio, both across and within asset classes.
The board of directors monitors and approves investment policies and procedures. Investment
decisions are centrally managed by investment professionals based on the guidelines established in
our investment policies and procedures. The investment portfolio is managed following those
policies and procedures.
Our investment portfolio is predominantly comprised of obligations of U.S.
government-sponsored enterprises, U.S. Treasury securities, obligations of state and political
subdivisions, obligations of the Commonwealth of Puerto Rico, municipal securities and obligations
of U.S. states and its political subdivisions and obligations from U.S. and Puerto Rican government
instrumentalities. These investments comprised approximately 79.3% of the total
portfolio value as of December 31, 2010, of which 33.3% consisted of U. S. agency-backed
mortgage backed securities and collateralized mortgage obligations. The remaining balance of the
investment portfolio consists of an equity securities portfolio that seeks to replicate the S&P 500
Index, a large-cap growth index, mutual funds, investments in local stocks from well-known
financial institutions and investments in corporate bonds.
Page 78
We use a sensitivity analysis to measure the market risk related to our holdings of invested
assets and other financial instruments. This analysis estimates the potential changes in fair
value of the instruments subject to market risk. The sensitivity analysis was performed separately
for each of our market risk exposures related to our trading and other than trading portfolios.
This sensitivity analysis is an estimate and should not be viewed as predictive of our future
financial performance. Our actual losses in any particular year could exceed the amounts indicated
in the following paragraphs. Limitations related to this sensitivity analysis include:
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the market risk information is limited by the assumptions and parameters established in
creating the related sensitivity analysis, including the impact of prepayment rates on
mortgages; and |
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the model assumes that the composition of assets and liabilities remains unchanged
throughout the year. |
Accordingly, we use such models as tools and not as a substitute for the experience and
judgment of our management.
Interest Rate Risk
Our exposure to interest rate changes results from our significant holdings of fixed
maturity securities. Investments subject to interest rate risk are held in our other-than-trading
portfolios. We are also exposed to interest rate risk from our variable interest secured term loan
and from our policyholder deposits.
Equity Price Risk
Our investments in equity securities expose us to equity price risks, for which potential
losses could arise from adverse changes in the value of equity securities. Financial instruments
subject to equity prices risk are held in our trading and other-than-trading portfolios.
Risk Measurement
Trading Portfolio
Our trading securities are a source of market risk. As of December 31, 2010, our trading
portfolio was comprised of investments in publicly-traded common stocks. The securities in the
trading portfolio are believed by management to be high quality and are diversified across
industries and readily marketable. Trading securities are recorded at fair value, and changes in
fair value are included in operations. The fair value of the investments in trading securities is
exposed to equity price risk. Assuming an immediate decrease of 10% in the market value of these
securities as of December 31, 2010 and 2009, the hypothetical loss in the fair value of these
investments would have been approximately $5.1 million and $4.4 million, respectively.
Other than Trading Portfolio
Our available-for-sale and held-to-maturity securities are also a source of market risk.
As of December 31, 2010 approximately 94.5% and 100.0% of our investments in available-for-sale and
held-to-maturity securities, respectively, consisted of fixed income securities. The remaining
balance of the available-for-sale portfolio is comprised of equity securities. Available-for-sale
securities are recorded at fair value and changes in the fair value of these securities, net of the
related tax effect, are excluded from operations and are reported as a separate component of other
comprehensive income (loss) until realized. Held-to-maturity securities are recorded at amortized
cost and adjusted for the amortization or accretion of premiums or discounts. The fair value of
the investments in the other-than-trading portfolio is exposed to both interest rate risk and
equity price risk.
Interest Rate Risk
We have evaluated the net impact to the fair value of our fixed income investments of a
significant one-time change in interest rate risk using a combination of both statistical and
fundamental methodologies. From these shocked values a resultant market price
appreciation/depreciation can be determined after portfolio cash flows are
modeled and evaluated over instantaneous 100, 200 and 300 basis point rate shifts. Techniques
used in the evaluation of cash flows include Monte Carlo simulation through a series of probability
distributions over 200 interest rate paths. Necessary prepayment speeds are compiled using Salomon
Brothers Yield Book, which sources numerous factors in deriving speeds, including but not limited
to: historical speeds, economic indicators, street consensus speeds, etc. Securities evaluated by
us under these scenarios include mortgage pass-through certificates
Page 79
and collateralized mortgage obligations of U.S. agencies, and private label structures, provided that cash flows information is
available. The following table sets forth the result of this analysis for the years ended December
31, 2010 and 2009.
(Dollar amounts in millions)
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Expected |
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Amount of |
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% |
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Change in Interest Rates |
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Fair Value |
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Decrease |
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Change |
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December 31, 2010: |
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Base Scenario |
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$ |
991.6 |
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+100 bp |
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940.4 |
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(51.2 |
) |
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(5.2 |
)% |
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+200 bp |
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886.1 |
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(105.5 |
) |
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(10.6 |
)% |
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+300 bp |
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836.5 |
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(155.1 |
) |
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(15.6 |
)% |
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December 31, 2009: |
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Base Scenario |
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$ |
935.5 |
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+100 bp |
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885.4 |
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(50.1 |
) |
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(5.4 |
)% |
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+200 bp |
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836.2 |
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(99.3 |
) |
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(10.6 |
)% |
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+300 bp |
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786.7 |
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(148.8 |
) |
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(15.9 |
)% |
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We believe that an interest rate shift in a 12-month period of 100 basis points represents a
moderately adverse outcome, while a 200 basis point shift is significantly adverse and a 300 basis
point shift is unlikely given historical precedents. Although we classify 98.4% of our fixed
income securities as available-for-sale, our cash flows and the intermediate duration of our
investment portfolio should allow us to hold securities until maturity, thereby avoiding the
recognition of losses, should interest rates rise significantly.
Equity Price Risk
Our equity securities in the available-for-sale portfolio are comprised primarily of
stock of several Puerto Rican financial institutions and mutual funds. Assuming an immediate
decrease of 10% in the market value of these securities as of December 31, 2010 and 2009, the
hypothetical loss in the fair value of these investments would have been approximately $5.7 million
and $6.5 million, respectively.
Other Risk Measurement
We are subject to interest rate risk on our variable interest secured term loan and our
policyholder deposits. Shifting interest rates do not have a material effect on the fair value of
these instruments. The secured term loan has a variable interest rate structure, which reduces the
potential exposure to interest rate risk. The policyholder deposits have short-term interest rate
guarantees, which also reduce the accounts exposure to interest rate risk.
We have invested in a hybrid instrument, including a derivative component, with a market value
of approximately $10.6 million and $11.2 million as of December 31, 2010 and 2009 in order to
diversify our investment in securities and participate in foreign stock markets.
In 2005, we invested in $5.0 million in each of two structured note agreements, under which
the interest income received is linked to the performance of the Dow Jones Euro STOXX 50 and Nikkei
225 Equity Indices (the Indices). Under these agreements the principal invested by us is
protected, the only amount that varies according to the performance of the Indices is the interest
to be received upon the maturity of the instruments. Should the Indices experience a negative
performance during the holding period of the structured notes, no interest will be received and
no amount will be paid to the issuer of the structured notes. The contingent interest payment
component within the structured note agreements meets the definition of an embedded derivative. In
accordance with current accounting guidance the embedded derivative component of the structured
note is separated from the structured notes and accounted for separately as a derivative
instrument. The derivative component of the structured notes exposes us to credit risk and market
risk. We minimize credit risk by entering into transactions with counterparties that we believe to
be high-quality based on their credit ratings. The market risk is managed by establishing and
monitoring parameters that limit the types and degree of market risk that may be undertaken. As of
December 31, 2010 and 2009, the fair value of the derivative component of the structured notes
amounted to $0.7 million and $1.6 million, respectively, and is included within other assets in
the consolidated balance sheets. Assuming an immediate decrease of 10% in the period-end Indices
as of December 31, 2010 and
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2009, the hypothetical loss in the estimated fair value of the
derivative component of the structured notes would have been
approximately $0.1 million and $0.2 million, respectively. The investment component of the structured notes, which had a fair value of
$9.9 million and $9.6 million as of December 31, 2010 and 2009, respectively, is accounted for as a
held-to-maturity debt security and is included within investment in securities in the
consolidated balance sheet and its risk measurement is evaluated along the other investments in
Other Than Trading Portfolio above.
Item 8. Financial Statements and Supplementary Data
Financial Statements
For our audited consolidated financial statements as of December 31, 2010 and 2009 and
for each of the three years ended December 31, 2010 see Index to financial statements in Item 15.
Exhibits and Financial Statements Schedules to this Annual Report on Form 10-K.
Selected Quarterly Financial Data
For the selected unaudited quarterly financial data corresponding to the years 2010 and
2009, see note 30 of the audited consolidated financial statements as of December 31, 2010 and 2009
and for the three years ended December 31, 2010.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosures
There have been no changes in or disagreements with our independent registered public
accounting firm on accounting or financial disclosures.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
In connection with the preparation of this Annual Report on Form 10-K, management, under
the supervision and with the participation of the chief executive officer and chief financial
officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures
(as such term is defined under Exchange Act Rule 13a-15(e)). Disclosure controls and procedures
are designed to ensure that information required to be disclosed in reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms and that such information is
accumulated and communicated to management, including the chief executive officer and chief
financial officer, to allow timely decisions regarding required disclosures. A control system, no
matter how well conceived and operated, can provide only reasonable, not absolute, assurance that
the objectives of the control system are met. There are inherent limitations to the effectiveness
of any system of disclosure controls and procedures, including the possibility that judgments in
decision-making can be faulty, and breakdowns as a result of simple errors or mistake.
Accordingly, even effective disclosure controls and procedures can only provide reasonable
assurance of achieving their control objectives. The design of any system of controls also is
based in part upon certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all potential future
conditions.
Based on this evaluation, our chief executive officer and chief financial officer have
concluded that as of December 31, 2010, which is the end of the period covered by this Annual
Report on Form 10-K, our disclosure controls and procedures are effective to a reasonable level of
assurance.
Managements Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control
over financial reporting and for the assessment of the effectiveness of internal control over
financial reporting, as defined under Exchange Act Rule 13a-15(f). The Companys internal control
over financial reporting is a process designed by, or
Page 81
under the supervision of, the Companys chief executive officer and chief financial officer, and effected by the Companys board of directors,
management and other personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of the Companys consolidated financial statements for
external purposes in accordance with GAAP, and includes those policies and procedures that:
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pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company; |
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provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles and that receipts and expenditures of the Company are being made only in
accordance with authorizations of management and directors of the Company; and |
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provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Companys assets that could have a material effect
on the consolidated financial statements. |
A material weakness is a deficiency, or combination of deficiencies, in internal control over
financial reporting, such that there is a reasonable possibility that a material misstatement of
the annual or interim financial statements will not be prevented or detected on a timely basis.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Management, under the supervision and with the participation of the chief executive officer
and chief financial officer, assessed the effectiveness of the Companys internal control over
financial reporting as of December 31, 2010 based on criteria described in the Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on that assessment and those criteria, management has concluded that
the Companys internal control over financial reporting was effective as of December 31, 2010 to
provide reasonable assurance regarding the reliability of financial reporting and the preparation
of the Companys consolidated financial statements for external reporting purposes in accordance
with GAAP.
PricewaterhouseCoopers LLP, the Companys independent registered public accounting firm, has
audited the consolidated financial statements of the Company as of and for the year ended December
31, 2010, and has also issued an opinion dated March 9, 2011, on the effectiveness of the Companys
internal control over financial reporting as of December 31, 2010, which is included in this Annual
Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
No changes in our internal control over financial reporting (as such term is defined in
the Exchange Act Rule 13a-15(f)) occurred during the fiscal quarter ended December 31, 2010 that
materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.
Report of Independent Registered Public Accounting Firm
The effectiveness of our internal control over financial reporting as of December 31,
2010 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting
firm, as stated in their report which is included in this Annual Report on Form 10-K.
Item 9B. Other Information
None.
Page 82
Part III
Item 10. Directors, Executive Officers and Corporate Governance
The Board has established a code of business conduct and ethics that applies to our
employees, agents, independent contractors, consultants, officers and directors. The complete text
of the Code of Business Conduct and Ethics is available at the Corporations website at
www.triplesmanagement.com.
The information required by this Item is incorporated herein by reference from our definitive
Proxy Statement for our 2011 Annual Meeting of Shareholders, which will be filed with the SEC
pursuant to Regulation 14A within 120 days after the end of our last fiscal year.
Item 11. Executive Compensation
The information required by this Item is incorporated herein by reference from our
definitive Proxy Statement for our 2011 Annual Meeting of Shareholders, which will be filed with
the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
The information required by this Item is incorporated herein by reference from our
definitive Proxy Statement for our 2011 Annual Meeting of Shareholders, which will be filed with
the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated herein by reference from our
definitive Proxy Statement for our 2011 Annual Meeting of Shareholders, which will be filed with
the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year.
Item 14. Principal Accountant Fees and Services
The information required by this Item is incorporated herein by reference from our
definitive Proxy Statement for our 2011 Annual Meeting of Shareholders, which will be filed with
the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year.
Item 15. Exhibits and Financial Statements Schedules
Financial Statements and Schedules
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Financial Statements |
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Description |
F-1
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Reports of Independent Registered Public Accounting Firms |
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F-2
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Consolidated Balance Sheets as of December 31, 2010 and 2009 |
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F-3
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Consolidated Statements of Earnings for the years ended
December 31, 2010, 2009 and 2008 |
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F-4
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Consolidated Statements of Stockholders Equity and
Comprehensive Income for the years ended December 31, 2010,
2009 and 2008 |
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F-5
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Consolidated Statements of Cash Flows for the years ended
December 31, 2010, 2009 and 2008 |
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F-7
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Notes to Consolidated Financial Statements December 31,
2010, 2009 and 2008 |
Page 83
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Financial Statements |
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Schedules |
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Description |
S-1
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Schedule II Condensed Financial Information of the Registrant |
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S-2
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Schedule III Supplementary Insurance Information |
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S-3
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Schedule IV Reinsurance |
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S-4
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Schedule V Valuation and Qualifying Accounts |
Schedule I Summary of Investments was omitted because the information is disclosed in the
notes to the audited consolidated financial statements. Schedule VI Supplemental Information
Concerning Property Casualty Insurance Operations was omitted because the schedule is not
applicable to the Corporation.
Exhibits
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Exhibits |
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Description |
3(i)(a)
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Amended and Restated Articles of Incorporation (incorporated herein
by reference to Exhibit 3(i)(d) to TSMs Annual Report on Form 10-K
for the Year Ended December 31, 2007 (File No. 001-33865). |
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3(i)(b)
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Amendment to Article Tenth of the Amended and Restated Articles of
Incorporation of Triple-S Management Corporation, incorporated by
reference to Exhibit 3(i)(b) to TSMs Quarterly Report on Form 10-Q
for the quarter ended March 31, 2008 (File No. 001-33865). |
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3(i)(c)
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Articles of Incorporation of Triple-S Management Corporation, as
currently in effect, incorporated by reference to Exhibit 3(i)(c)
to TSMs Quarterly Report on Form 10-Q for the quarter ended March
31, 2008 (File No. 001-33865). |
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3(ii)
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Amended and Restated Bylaws of Triple-S Management Corporation
(incorporated herein by reference to Exhibit 3.1 to TSMs Current
Report on Form 8-K filed on June 11, 2010 (File No. 001-33865)). |
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10.1
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Extension to the agreement between the Puerto Rico Health Insurance
Administration and TSS to act as third party administrator in the
Metro-North Region until September 30, 2010 (incorporated herein by
reference to Exhibit 10.1 to TSMs Quarterly Report on Form 10-Q
for the quarter ended June 30, 2010 (File No. 001-33865)). |
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10.2
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Extension to the agreement between the Puerto Rico Health Insurance
Administration and TSS for the provision of health insurance
coverage to eligible population in the North and South-West Regions
until September 30, 2010 (incorporated herein by reference to
Exhibit 10.1 to TSMs Quarterly Report on Form 10-Q for the quarter
ended June 30, 2010 (File No. 001-33865)). |
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10.3
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Amendment to the Medicare Platino Contract (Medicare Wraparound)
between the Puerto Rico Health Insurance Administration and TSS for
the provision of wraparound coverage to health insurance
dual-eligible population until December 31, 2011 (incorporated
herein by reference to Exhibit 10.4 to TSMs Quarterly Report on
Form 10-Q for the quarter ended September 30, 2010 (File No.
001-33865)). |
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10.4
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Federal Employees Health Benefits Contract (incorporated herein by
reference to Exhibit 10.5 to TSMs General Form of Registration of
Securities on Form 10 (File No. 001-33865)). |
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10.5
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Credit Agreement with FirstBank Puerto Rico in the amount of
$41,000,000 (incorporated herein by reference to Exhibit 10.6 to
TSMs General Form of Registration of Securities on Form 10 (File
No. 001-33865)). |
Page 84
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Exhibits |
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Description |
10.6
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Credit Agreement with FirstBank Puerto Rico in the amount of
$20,000,000 (incorporated herein by reference to Exhibit 10.7 to
TSMs General Form of Registration of Securities on Form 10 (File
No. 001-33865)). |
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10.7
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Non-Contributory Retirement Program (incorporated herein by
reference to Exhibit 10.8 to TSMs General Form of Registration of
Securities on Form 10 (File No. 001-33865)). |
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10.8
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Blue Shield License Agreement by and between BCBSA and TSM,
including revisions, if any, adopted by Member Plans through the
November 19, 2009 meeting (incorporated herein by reference to
Exhibit 10.11 to TSMs Annual Report on Form 10-K for the year
ended December 31, 2009 (File No. 001-33865)). |
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10.9
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Blue Shield Controlled Affiliate License Agreement by and among
BCBSA, TSS and TSM, including revisions, if any, adopted by Member
Plans through the November 19, 2009 meeting (incorporated herein by
reference to Exhibit 10.12 to TSMs Annual Report on Form 10-K for
the year ended December 31, 2009 (File No. 001-33865)). |
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10.10
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Blue Cross License Agreements by and between BCBSA and TSM,
including revisions, if any, adopted by Member Plans through the
November 19, 2009 meeting (incorporated herein by reference to
Exhibit 10.13 to TSMs Annual Report on Form 10-K for the year
ended December 31, 2009 (File No. 001-33865)). |
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10.11
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Blue Cross Controlled Affiliate License Agreement by and among
BCBSA, TSS and TSM, including revisions, if any, adopted by Member
Plans through the November 19, 2009 meeting (incorporated herein by
reference to Exhibit 10.14 to TSMs Annual Report on Form 10-K for
the year ended December 31, 2009 (File No. 001-33865)). |
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10.12
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6.30% Senior Unsecured Notes Due September 2019 Note Purchase
Agreement, dated September 30, 2004, between Triple-S Management
Corporation, Triple-S, Inc. and various institutional accredited
investors (incorporated herein by reference to Exhibit 10.15 to
TSMs Annual Report on Form 10-K for the year ended December 31,
2005 (File No. 001-33865)). |
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10.13
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6.60% Senior Unsecured Notes Due December 2020 Note Purchase
Agreement, dated December 15, 2005, between Triple-S Management
Corporation and various institutional accredited investors
(incorporated herein by reference to Exhibit 10.16 to TSMs Annual
Report on Form 10-K for the year ended December 31, 2005 (File No.
001-33865)). |
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10.14
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6.70% Senior Unsecured Notes Due December 2021 Note Purchase
Agreement, dated January 23, 2006, between Triple-S Management
Corporation and various institutional accredited investors
(incorporated herein by reference to Exhibit 10.1 to TSMs
Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2006
(File No. 001-33865)). |
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10.15
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TSM 2007 Incentive Plan, dated October 16, 2007 (incorporated
herein by reference to Exhibit C to TSMs 2007 Proxy Statement
(File No. 001-33865)). |
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10.16
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Software License and Maintenance Agreement between Quality Care
Solutions, Inc, and TSS dated August 16, 2007 (incorporated herein
by reference to Exhibit 10.15 to TSMs Annual Report on Form 10-K
for the year ended December 31, 2007 (File No. 001-33865)). |
Page 85
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Exhibits |
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Description |
10.17
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Addendum Number One to the Software License and Maintenance
Agreement between Quality Care Solutions, Inc, and TSS
(incorporated herein by reference to Exhibit 10.15(a) to TSMs
Annual Report on Form 10-K for the year ended December 31, 2007
(File No. 001-33865)). |
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10.18
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Addendum Number Two to the Software License and Maintenance
Agreement between Quality Care Solutions, Inc, and TSS
(incorporated herein by reference to Exhibit 10.15(b) to TSMs
Annual Report on Form 10-K for the year ended December 31, 2007
(File No. 001-33865)). |
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10.19
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Addendum Number Three to the Software License and Maintenance
Agreement between Quality Care Solutions, Inc, and TSS
(incorporated herein by reference to Exhibit 10.15(c) to TSMs
Annual Report on Form 10-K for the year ended December 31, 2007
(File No. 001-33865)). |
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10.20
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Work Order Agreement between Quality Care Solutions, Inc. and TSS
(incorporated herein by reference to Exhibit 10.16 to TSMs Annual
Report on Form 10-K for the year ended December 31, 2007 (File No.
001-33865)). |
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10.21
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Employment Contract between Ramón M. Ruiz Comas and TSM
(incorporated herein by reference to Exhibit 10.24 to TSMs Annual
Report on Form 10-K for the year ended December 31, 2009 (File No.
001-33865)). |
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11.1
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Statement re computation of per share earnings; an exhibit
describing the computation of the earnings per share has been
omitted as the detail necessary to determine the computation of
earnings per share can be clearly determined from the material
contained in Part II of this Annual Report on Form 10-K. |
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12.1
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Statement re computation of ratios; an exhibit describing the
computation of the loss ratio, expense ratio and combined ratio has
been omitted as the detail necessary to determine the computation
of the loss ratio, operating expense ratio and combined ratio can
be clearly determined from the material contained in Part II of
this Annual Report on Form 10-K. |
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21*
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List of Subsidiaries of TSM. |
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23.1*
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Consent of Independent Registered Public Accounting Firm
(PricewaterhouseCoopers LLP). |
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23.2*
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Consent of Independent Registered Public Accounting Firm (KPMG LLP). |
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31.1*
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Certification of the President and Chief Executive Officer required
by Rule 13a-14(a)/15d-14(a). |
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31.2*
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Certification of the Vice President of Finance and Chief Financial
Officer required by Rule 13a-14(a)/15d-14(a). |
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32.1*
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Certification of the President and Chief Executive Officer required
pursuant to 18 U.S. Section 1350. |
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32.2*
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Certification of the Vice President of Finance and Chief Financial
Officer required pursuant to 18 U.S. Section 1350. |
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99.1*
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Incentive Compensation Recoupment
Policy |
All other exhibits for which provision is made in the applicable accounting regulation of the
SEC are not required under the related instructions or are inapplicable, and therefore have been
omitted.
* Filed herein.
Page 86
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Triple-S Management Corporation
Registrant
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By:
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/s/ Ramón M. Ruiz-Comas
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Date:
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March 9, 2011
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Ramón M. Ruiz-Comas
President and Chief Executive Officer |
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By:
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/s/ Juan J. Román
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Date:
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March 9, 2011
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Juan J. Román
Vice President of Finance and Chief Financial Officer
Principal Accounting Officer |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
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By:
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/s/ Luis A. Clavell-Rodríguez
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Date:
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March 9, 2011
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Luis A. Clavell-Rodríguez
Director and Chairman of the Board |
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By:
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/s/ Vicente J. León-Irizarry
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Date:
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March 9, 2011
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Vicente J. León-Irizarry
Director and Vice-Chairman of the Board |
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By:
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/s/ Jesús R. Sánchez-Colón
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Date:
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March 9, 2011
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Jesús R. Sánchez-Colón
Director and Assistant Secretary of the Board |
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By:
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/s/ Adamina Soto-Martínez
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Date:
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March 9, 2011
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Adamina Soto-Martínez
Director |
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By:
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/s/ Carmen Ana Culpeper-Ramírez
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Date:
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March 9, 2011
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Carmen Ana Culpeper-Ramírez
Director |
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Page 87
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By:
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/s/ Jorge L. Fuentes-Benejam
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Date:
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March 9, 2011
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Jorge L. Fuentes-Benejam
Director |
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By:
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/s/ Antonio F. Faría-Soto
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Date:
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March 9, 2011
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Antonio F. Faría-Soto
Director |
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By:
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/s/ Manuel Figueroa-Collazo
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Date:
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March 9, 2011
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Manuel Figueroa-Collazo
Director |
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By:
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/s/ José Hawayek-Alemañy
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Date:
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March 9, 2011
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José Hawayek-Alemañy
Director |
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By:
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/s/ Jaime Morgan-Stubbe
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Date:
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March 9, 2011
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Jaime Morgan-Stubbe
Director |
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By:
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/s/ Roberto Muñoz-Zayas
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Date:
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March 9, 2011
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Roberto Muñoz-Zayas
Director |
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By:
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/s/ Juan E. Rodríguez-Díaz
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Date:
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March 9, 2011
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Juan E. Rodríguez-Díaz
Director |
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Page 88
Triple-S Management Corporation
Consolidated Financial Statements
December 31, 2010, 2009, and 2008
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Page(s) |
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Reports of Independent Registered Public Accounting Firms |
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1 |
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Consolidated Financial Statements |
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Consolidated Balance Sheets |
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3 |
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Consolidated Statements of Earnings |
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4 |
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Consolidated Statements of Stockholders Equity and Comprehensive Income |
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5 |
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Consolidated Statements of Cash Flows |
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6 |
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Notes to Consolidated Financial Statements |
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863 |
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Triple-S Management Corporation
In our opinion, the consolidated balance sheets and the related consolidated financial statements
of earnings, stockholders equity and comprehensive income, and cash flows present fairly, in all
material respects, the financial position of Triple-S Management Corporation and its subsidiaries
(the Company) at December 31, 2010 and 2009, and the results of their operations and their cash
flows for each of the two years in the period ended December 31, 2010 in conformity with accounting
principles generally accepted in the United States of America. In addition, in our opinion, the
financial statement schedules as of and for the years ended December 31, 2010 and 2009 listed in
the index appearing under Item 15 present fairly, in all material respects, the information set
forth therein when read in conjunction with the related consolidated financial statements. Also in
our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2010, based on criteria
established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). The Companys management is responsible for these financial statements and financial
statement schedules, for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting, included in
Managements Report on Internal Control over Financial Reporting appearing under Item 9A. Our
responsibility is to express opinions on these financial statements, on the financial statement
schedules, and on the Companys internal control over financial reporting based on our integrated
audits. We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of material
misstatement and whether effective internal control over financial reporting was maintained in all
material respects. Our audits of the financial statements included examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (i)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
1.1
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
San Juan, Puerto Rico
March 9, 2010
CERTIFIED PUBLIC ACCOUNTANTS
(OF PUERTO RICO)
License No. 216 Expires Dec. 1, 2013
Stamp 2493533 of the P.R. Society of
Certified Public Accountants has been
affixed to the file copy of this report
1.2
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Triple-S Management Corporation:
We have audited the accompanying consolidated statements of earnings, stockholders equity and
comprehensive income, and cash flows of Triple-S Management Corporation and Subsidiaries (the
Company) for the year ended December 31, 2008. These consolidated financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and significant estimates made
by management, as well evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the results of operations and the cash flows of Triple-S Management Corporation
and Subsidiaries for the year ended December 31, 2008, in conformity with U.S. generally accepted
accounting principles.
/s/ KPMG LLP
March 18,
2009
Stamp No. 2530990 of the Puerto Rico
Society of Certified Public Accountants
was affixed to the record copy of this report.
2
Triple-S Management Corporation
Consolidated Balance Sheets
December 31, 2010 and 2009
(dollar amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Assets |
|
|
|
|
|
|
|
|
Investments and cash |
|
|
|
|
|
|
|
|
Equity securities held for trading, at fair value
(cost of $43,832
in 2010 and $42,075 in 2009) |
|
$ |
51,099 |
|
|
$ |
43,909 |
|
Securities available for sale, at fair value: |
|
|
|
|
|
|
|
|
Fixed maturities (amortized cost of $947,957 in 2010 and
$911,362 in 2009) |
|
|
977,586 |
|
|
|
918,977 |
|
Equity securities (cost of $47,750 in 2010 and
$61,531 in 2009) |
|
|
56,739 |
|
|
|
64,689 |
|
Securities held to maturity, at amortized cost: |
|
|
|
|
|
|
|
|
Fixed maturities (fair value of $15,424 in 2010
and
$16,490 in 2009) |
|
|
14,615 |
|
|
|
15,794 |
|
Policy loans |
|
|
5,887 |
|
|
|
5,940 |
|
Cash and cash equivalents |
|
|
45,021 |
|
|
|
40,376 |
|
|
|
|
|
|
|
|
Total investments and cash |
|
|
1,150,947 |
|
|
|
1,089,685 |
|
|
Premium and other receivables, net |
|
|
325,780 |
|
|
|
272,932 |
|
Deferred policy acquisition costs and value of business acquired |
|
|
146,086 |
|
|
|
139,917 |
|
Property and equipment, net |
|
|
76,745 |
|
|
|
68,803 |
|
Deferred tax asset |
|
|
29,445 |
|
|
|
37,551 |
|
Other assets |
|
|
30,367 |
|
|
|
39,816 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
1,759,370 |
|
|
$ |
1,648,704 |
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
Claim liabilities |
|
|
360,210 |
|
|
|
360,446 |
|
Liability for future policy benefits |
|
|
236,523 |
|
|
|
222,619 |
|
Unearned premiums |
|
|
98,341 |
|
|
|
108,342 |
|
Policyholder deposits |
|
|
49,936 |
|
|
|
47,563 |
|
Liability to Federal Employees Health Benefits Program |
|
|
15,018 |
|
|
|
13,002 |
|
Accounts payable and accrued liabilities |
|
|
136,567 |
|
|
|
139,161 |
|
Deferred tax liability |
|
|
12,655 |
|
|
|
11,088 |
|
Short term borrowings |
|
|
15,575 |
|
|
|
|
|
Long term borrowings |
|
|
166,027 |
|
|
|
167,667 |
|
Liability for pension benefits |
|
|
51,246 |
|
|
|
41,044 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,142,098 |
|
|
|
1,110,932 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
|
|
|
|
|
|
Common stock Class A, $1 par value. Authorized
100,000,000 shares; issued and outstanding
9,042,809 at December 31, 2010 and 2009 |
|
|
9,043 |
|
|
|
9,043 |
|
Common stock Class B, $1 par value. Authorized 100,000,000
shares; issued and outstanding 19,772,614 and 20,110,391
shares at December 31, 2010 and 2009, respectively |
|
|
19,773 |
|
|
|
20,110 |
|
Additional paid-in capital |
|
|
155,299 |
|
|
|
159,303 |
|
Retained earnings |
|
|
427,693 |
|
|
|
360,892 |
|
Accumulated other comprehensive income (loss), net |
|
|
5,464 |
|
|
|
(11,576 |
) |
|
|
|
|
|
|
|
Total stockholders
equity |
|
|
617,272 |
|
|
|
537,772 |
|
|
|
|
|
|
|
|
Total liabilities and
stockholders equity |
|
$ |
1,759,370 |
|
|
$ |
1,648,704 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
3
Triple-S Management Corporation
Consolidated Statements of Earnings
Years Ended December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
Premiums earned, net |
|
$ |
1,901,100 |
|
|
$ |
1,869,084 |
|
|
$ |
1,692,344 |
|
Administrative service fees |
|
|
39,546 |
|
|
|
48,643 |
|
|
|
19,187 |
|
Net investment income |
|
|
49,145 |
|
|
|
52,136 |
|
|
|
56,253 |
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
|
|
1,989,791 |
|
|
|
1,969,863 |
|
|
|
1,767,784 |
|
|
|
|
|
|
|
|
|
|
|
Net realized investment gains (losses): |
|
|
|
|
|
|
|
|
|
|
|
|
Total other-than-temporary impairment
losses on securities |
|
|
(2,997 |
) |
|
|
(7,118 |
) |
|
|
(16,494 |
) |
Net realized gains, excluding
other-than-temporary impairment
losses on securities |
|
|
5,529 |
|
|
|
7,732 |
|
|
|
2,554 |
|
|
|
|
|
|
|
|
|
|
|
Total net realized investment gains (losses) |
|
|
2,532 |
|
|
|
614 |
|
|
|
(13,940 |
) |
|
|
|
|
|
|
|
|
|
|
Net unrealized investment gains (losses) on
trading securities |
|
|
5,433 |
|
|
|
10,497 |
|
|
|
(21,064 |
) |
Other income (expense), net |
|
|
889 |
|
|
|
1,237 |
|
|
|
(2,467 |
) |
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
1,998,645 |
|
|
|
1,982,211 |
|
|
|
1,730,313 |
|
|
|
|
|
|
|
|
|
|
|
|
Benefits and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Claims incurred |
|
|
1,596,789 |
|
|
|
1,605,872 |
|
|
|
1,431,801 |
|
Operating expenses |
|
|
304,995 |
|
|
|
279,418 |
|
|
|
251,887 |
|
|
|
|
|
|
|
|
|
|
|
Total operating costs |
|
|
1,901,784 |
|
|
|
1,885,290 |
|
|
|
1,683,688 |
|
Interest expense |
|
|
12,658 |
|
|
|
13,270 |
|
|
|
14,681 |
|
|
|
|
|
|
|
|
|
|
|
Total benefits and expenses |
|
|
1,914,442 |
|
|
|
1,898,560 |
|
|
|
1,698,369 |
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
84,203 |
|
|
|
83,651 |
|
|
|
31,944 |
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit) |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
14,348 |
|
|
|
19,197 |
|
|
|
11,542 |
|
Deferred |
|
|
3,054 |
|
|
|
(4,326 |
) |
|
|
(4,388 |
) |
|
|
|
|
|
|
|
|
|
|
Total income taxes |
|
|
17,402 |
|
|
|
14,871 |
|
|
|
7,154 |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
66,801 |
|
|
$ |
68,780 |
|
|
$ |
24,790 |
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share |
|
$ |
2.30 |
|
|
$ |
2.33 |
|
|
$ |
0.77 |
|
Diluted net income per share |
|
$ |
2.28 |
|
|
$ |
2.33 |
|
|
$ |
0.77 |
|
The accompanying notes are an integral part of these financial statements.
4
Triple-S Management Corporation
Consolidated Statements of Earnings
Years Ended December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
Class A |
|
|
Class B |
|
|
Additional |
|
|
|
|
|
|
Other |
|
|
Total |
|
|
|
Common |
|
|
Common |
|
|
Paid-in |
|
|
Retained |
|
|
Comprehensive |
|
|
Stockholders |
|
|
|
Stock |
|
|
Stock |
|
|
Capital |
|
|
Earnings |
|
|
Income (Loss) |
|
|
Equity |
|
Balance, December 31, 2007 |
|
$ |
16,043 |
|
|
$ |
16,266 |
|
|
$ |
188,935 |
|
|
$ |
267,336 |
|
|
$ |
(6,042 |
) |
|
$ |
482,538 |
|
Conversion of Class A common stock to
Class B common stock |
|
|
(7,000 |
) |
|
|
7,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
3,268 |
|
|
|
|
|
|
|
|
|
|
|
3,268 |
|
Grant of restricted Class B common stock |
|
|
|
|
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20 |
|
Repurchase and retirement of common stock |
|
|
|
|
|
|
(1,181 |
) |
|
|
(12,699 |
) |
|
|
|
|
|
|
|
|
|
|
(13,880 |
) |
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14 |
) |
|
|
|
|
|
|
(14 |
) |
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,790 |
|
|
|
|
|
|
|
24,790 |
|
Net unrealized change in fair value
of available for sale securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,952 |
) |
|
|
(3,952 |
) |
Defined benefit pension plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service credit, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(266 |
) |
|
|
(266 |
) |
Actuarial loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,349 |
) |
|
|
(7,349 |
) |
Net change in fair value of cash
flow hedges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(56 |
) |
|
|
(56 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2008 |
|
|
9,043 |
|
|
|
22,105 |
|
|
|
179,504 |
|
|
|
292,112 |
|
|
|
(17,665 |
) |
|
|
485,099 |
|
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
3,897 |
|
|
|
|
|
|
|
|
|
|
|
3,897 |
|
Grant of restricted Class B common stock |
|
|
|
|
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27 |
|
Repurchase and retirement of common stock |
|
|
|
|
|
|
(2,022 |
) |
|
|
(24,098 |
) |
|
|
|
|
|
|
|
|
|
|
(26,120 |
) |
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68,780 |
|
|
|
|
|
|
|
68,780 |
|
Net unrealized change in fair value
of available for sale securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,539 |
|
|
|
3,539 |
|
Defined benefit pension plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service credit, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(273 |
) |
|
|
(273 |
) |
Actuarial gain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,823 |
|
|
|
2,823 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74,869 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2009 |
|
|
9,043 |
|
|
|
20,110 |
|
|
|
159,303 |
|
|
|
360,892 |
|
|
|
(11,576 |
) |
|
|
537,772 |
|
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
1,878 |
|
|
|
|
|
|
|
|
|
|
|
1,878 |
|
Grant of restricted Class B common stock |
|
|
|
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16 |
|
Repurchase and retirement of common stock |
|
|
|
|
|
|
(353 |
) |
|
|
(5,882 |
) |
|
|
|
|
|
|
|
|
|
|
(6,235 |
) |
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66,801 |
|
|
|
|
|
|
|
66,801 |
|
Net unrealized change in fair value
of available for sale securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,602 |
|
|
|
23,602 |
|
Defined benefit pension plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service credit, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(265 |
) |
|
|
(265 |
) |
Actuarial loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,297 |
) |
|
|
(6,297 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83,841 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2010 |
|
$ |
9,043 |
|
|
$ |
19,773 |
|
|
$ |
155,299 |
|
|
$ |
427,693 |
|
|
$ |
5,464 |
|
|
$ |
617,272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements
5
Triple-S Management Corporation
Consolidated Statements of Earnings
Years Ended December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
66,801 |
|
|
$ |
68,780 |
|
|
$ |
24,790 |
|
Adjustments to reconcile net income to net cash
provided by (used in) operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
15,500 |
|
|
|
9,643 |
|
|
|
7,367 |
|
Net amortization of investments |
|
|
4,511 |
|
|
|
744 |
|
|
|
952 |
|
Provision (reversal of provision) for doubtful receivables |
|
|
(5,200 |
) |
|
|
10,489 |
|
|
|
(1,180 |
) |
Deferred tax expense (benefit) |
|
|
3,054 |
|
|
|
(4,326 |
) |
|
|
(4,388 |
) |
Net realized investment (gains) losses |
|
|
(2,532 |
) |
|
|
(614 |
) |
|
|
13,940 |
|
Net unrealized (gains) losses on trading securities |
|
|
(5,433 |
) |
|
|
(10,497 |
) |
|
|
21,064 |
|
Share-based compensation |
|
|
1,894 |
|
|
|
3,924 |
|
|
|
3,268 |
|
Proceeds from trading securities sold
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
|
4,871 |
|
|
|
4,240 |
|
|
|
24,640 |
|
Acquisition of securities in trading portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
|
(6,506 |
) |
|
|
(6,132 |
) |
|
|
(10,737 |
) |
Gain on sale of property and equipment
(Increase) decrease in assets |
|
|
6 |
|
|
|
|
|
|
|
11 |
|
Premium and other receivables, net |
|
|
(47,648 |
) |
|
|
(46,263 |
) |
|
|
(32,210 |
) |
Deferred policy acquisition costs and value of
business acquired |
|
|
(6,169 |
) |
|
|
(13,570 |
) |
|
|
(9,108 |
) |
Other deferred taxes |
|
|
6,658 |
|
|
|
900 |
|
|
|
(8,337 |
) |
Other assets |
|
|
5,223 |
|
|
|
(1,593 |
) |
|
|
(933 |
) |
Increase (decrease) in liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Claim liabilities |
|
|
(236 |
) |
|
|
36,736 |
|
|
|
(30,120 |
) |
Liability for future policy benefits |
|
|
13,904 |
|
|
|
15,074 |
|
|
|
13,414 |
|
Unearned premiums |
|
|
(10,001 |
) |
|
|
(1,799 |
) |
|
|
(22,458 |
) |
Policyholder deposits |
|
|
733 |
|
|
|
1,665 |
|
|
|
1,902 |
|
Liability to FEHBP |
|
|
2,016 |
|
|
|
1,845 |
|
|
|
(10,181 |
) |
Accounts payable and accrued liabilities |
|
|
(3,790 |
) |
|
|
3,339 |
|
|
|
15,322 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in)
operating activities |
|
|
37,656 |
|
|
|
72,585 |
|
|
|
(2,982 |
) |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements
6
Triple-S Management Corporation
Consolidated Statements of Earnings
Years Ended December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from investments sold or matured |
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities sold |
|
$ |
121,968 |
|
|
$ |
241,368 |
|
|
$ |
228,436 |
|
Fixed maturities matured |
|
|
175,483 |
|
|
|
189,144 |
|
|
|
91,732 |
|
Equity securities sold |
|
|
41,802 |
|
|
|
9,877 |
|
|
|
4,450 |
|
Securities held to maturity |
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities matured |
|
|
2,587 |
|
|
|
7,819 |
|
|
|
22,875 |
|
Acquisition of investments |
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities |
|
|
(337,569 |
) |
|
|
(459,705 |
) |
|
|
(505,896 |
) |
Equity securities |
|
|
(26,957 |
) |
|
|
(3,684 |
) |
|
|
(19,636 |
) |
Securities held to maturity |
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities |
|
|
(1,050 |
) |
|
|
(1,502 |
) |
|
|
(554 |
) |
Net (disbursements) repayment for policy loans |
|
|
53 |
|
|
|
(489 |
) |
|
|
30 |
|
Capital expenditures |
|
|
(19,222 |
) |
|
|
(18,706 |
) |
|
|
(22,411 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(42,905 |
) |
|
|
(35,878 |
) |
|
|
(200,974 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase and retirement of common stock |
|
|
(6,235 |
) |
|
|
(32,355 |
) |
|
|
(7,645 |
) |
Change in outstanding checks in excess of bank balances |
|
|
281 |
|
|
|
(5,645 |
) |
|
|
18,353 |
|
Repayments of long-term borrowings |
|
|
(26,367 |
) |
|
|
(1,640 |
) |
|
|
(1,639 |
) |
Net proceeds from short-term borrowings |
|
|
15,575 |
|
|
|
|
|
|
|
|
|
Proceeds from long-term borrowings |
|
|
25,000 |
|
|
|
|
|
|
|
|
|
Proceeds from annuity contracts |
|
|
10,691 |
|
|
|
4,307 |
|
|
|
8,018 |
|
Surrenders of annuity contracts |
|
|
(9,051 |
) |
|
|
(7,093 |
) |
|
|
(7,195 |
) |
Other |
|
|
|
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
9,894 |
|
|
|
(42,426 |
) |
|
|
9,898 |
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash
equivalents |
|
|
4,645 |
|
|
|
(5,719 |
) |
|
|
(194,058 |
) |
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year |
|
|
40,376 |
|
|
|
46,095 |
|
|
|
240,153 |
|
|
|
|
|
|
|
|
|
|
|
End of year |
|
$ |
45,021 |
|
|
$ |
40,376 |
|
|
$ |
46,095 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements
7
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
Triple-S Management Corporation (the Company or TSM) was incorporated under the laws of the
Commonwealth of Puerto Rico on January 17, 1997 to engage, among other things, as the holding
company of entities primarily involved in the insurance industry. |
|
|
The Company has the following wholly owned subsidiaries that are subject to the regulations
of the Commissioner of Insurance of the Commonwealth of Puerto Rico (the Commissioner of
Insurance): (1) Triple-S Salud, Inc. (TSS) a managed care organization that provides health
benefits services to subscribers through contracts with hospitals, physicians, dentists,
laboratories, and other organizations; (2) Triple-S Vida, Inc. (TSV), which is engaged in the
underwriting of life and accident and health insurance policies and the administration of
annuity contracts; and (3) Triple-S Propiedad, Inc. (TSP), which is engaged in the
underwriting of property and casualty insurance policies. The Company and TSS are members of
the Blue Cross and Blue Shield Association (BCBSA). |
|
|
The Company also has two other wholly owned subsidiaries, Interactive Systems, Inc. (ISI) and
Triple-C, Inc. (TC). ISI is mainly engaged in providing data processing services to the
Company and its subsidiaries. TC is mainly engaged as a third-party administrator for TSS in
the administration of the Commonwealth of Puerto Rico Health Insurance Plan (Similar to
Medicaid)(Medicaid) business. Also, TC provides healthcare advisory services to TSS and
other health insurance-related services to the health insurance industry. |
|
|
The contract with the Commonwealth of Puerto Rico (the government of Puerto Rico) that
allowed us to provide services to Medicaid enrollees, expired by its own terms on September
30, 2010, thus effective October 1st, 2010 we no longer provide services to these
enrollees. As a result, TC will cease to exist during 2011. |
|
|
A substantial majority of the Companys business activity is with insurers located throughout
Puerto Rico, and as such, the Company is subject to the risks associated with the Puerto Rico
economy. |
2. |
|
Significant Accounting Policies |
|
|
The following are the significant accounting policies followed by the Company and its
subsidiaries: |
|
|
The accompanying consolidated financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America (GAAP). |
|
|
The consolidated financial statements include the financial statements of the Company and its
subsidiaries. All significant intercompany balances and transactions have been eliminated in
consolidation. |
|
|
The preparation of the consolidated financial statements in conformity with GAAP requires the
Company to make a number of estimates and assumptions relating to the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities at the date of
the consolidated financial statements, and the reported amounts of revenue and expenses
during the period. Actual results could differ from those estimates. The most significant
items on the consolidated balance sheets that involve a greater degree of accounting
estimates and actuarial determinations subject to changes in the near future are the
assessment of other-than-temporary |
8
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
impairments, allowance for doubtful receivables, deferred policy acquisition costs and value
of business acquired, claim liabilities, the liability for future policy benefits, and
liability for pension benefits. As additional information becomes available (or actual
amounts are determinable), the recorded estimates are revised and reflected in operating
results of the period they are determined. Although some variability is inherent in these
estimates, the Company believes the amounts provided are adequate. |
|
|
Certain amounts in the 2009 and 2008 consolidated financial statements were reclassified to
conform to the 2010 presentation. |
|
|
The Company considers all highly liquid debt instruments with original maturities of three
months or less to be cash equivalents. Cash equivalents of $626 and $920 at December 31,
2010 and 2009, respectively, consist principally of obligations of government-sponsored
enterprises and certificates of deposit with an initial term of less than three months. |
|
|
Investment in securities at December 31, 2010 and 2009 consists mainly of obligations of
government-sponsored enterprises, U.S. Treasury securities and obligations of U.S. government
instrumentalities, obligations of the Commonwealth of Puerto Rico and its instrumentalities,
municipal securities, obligations of states of the United States and political subdivisions
of the states, corporate bonds, mortgage-backed securities, collateralized mortgage
obligations, and equity securities. The Company classifies its debt and equity securities in
one of three categories: trading, available for sale, or held to maturity. Trading
securities are bought and held principally for the purpose of selling them in the near term.
Securities classified as held to maturity are those securities in which the Company has the
ability and intent to hold the security until maturity. All other securities not included in
trading or held to maturity are classified as available for sale. |
|
|
Trading and available-for-sale securities are recorded at fair value. The fair values of
debt securities (both available for sale and held to maturity investments) and equity
securities are based on quoted market prices for those or similar investments at the
reporting date. Held-to-maturity debt securities are recorded at amortized cost, adjusted
for the amortization or accretion of premiums and discounts, respectively. Unrealized
holding gains and losses on trading securities are included in earnings. Unrealized holding
gains
and losses, net of the related tax effect, on available-for-sale securities are excluded from
earnings and are reported as a separate component of other comprehensive income until
realized. Realized gains and losses from the sale of available-for-sale securities are
included in earnings and are determined on a specific-identification basis. |
|
|
Transfers of securities between categories are recorded at fair value at the date of
transfer. Unrealized holding gains and losses are recognized in earnings for transfers into
trading securities. Unrealized holding gains or losses associated with transfers of
securities from held to maturity to available for sale are recorded as a separate component
of other comprehensive income. The unrealized holding gains or losses included in the
separate component of other comprehensive income for securities transferred from available
for sale to held to maturity, are maintained and amortized into earnings over the remaining
life of the security as an adjustment to yield in a manner consistent with the amortization
or accretion of premium or discount on the associated security. |
|
|
If a fixed maturity security is in an unrealized loss position and the Company has the intent
to sell the fixed maturity security, or it is more likely than not that the Company will have
to sell the fixed |
9
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
maturity security before recovery of its amortized cost basis, the decline in value is deemed
to be other-than-temporary and is recorded to other-than-temporary impairment losses
recognized in earnings in the Companys consolidated statements of earnings. For impaired
fixed maturity securities that the Company does not intend to sell or it is more likely than
not that such securities will not have to be sold, but the Company expects not to fully
recover the amortized cost basis, the credit component of the other-than temporary impairment
is recognized in other-than-temporary impairment losses recognized in earnings in the
Companys consolidated statements of earnings and the non-credit component of the
other-than-temporary impairment is recognized in other comprehensive income. Furthermore,
unrealized losses entirely caused by non-credit related factors related to fixed maturity
securities for which the Company expects to fully recover the amortized cost basis continue
to be recognized in accumulated other comprehensive income. |
|
|
The credit component of an other-than-temporary impairment is determined by comparing the net
present value of projected future cash flows with the amortized cost basis of the fixed
maturity security. The net present value is calculated by discounting the Companys best
estimate of projected future cash flows at the effective interest rate implicit in the fixed
maturity security at the date of acquisition. |
|
|
The unrealized gains or losses on the Companys equity securities classified as
available-for-sale are included in accumulated other comprehensive income as a separate
component of stockholders equity, unless the decline in value is deemed to be
other-than-temporary and the Company does not have the intent and ability to hold such equity
securities until their full cost can be recovered, in which case such equity securities are
written down to fair value and the loss is charged to other-than-temporary impairment losses
recognized in earnings. |
|
|
A decline in the fair value of any available-for-sale or held-to-maturity security below cost
that is deemed to be other-than-temporary results in an impairment to reduce the carrying
amount to fair value. The impairment is charged to earnings and a new cost basis for the
security is established. To determine whether an impairment is other-than-temporary, the
Company considers whether it has the ability and intent to hold the investment until a market
price recovery and considers whether evidence indicating the cost of the investment is
recoverable outweighs evidence to the contrary. Evidence considered in this assessment
includes the reasons for the impairment, the severity and duration of the impairment, market
conditions, changes in value subsequent to year-end, forecasted performance of the investee,
and the general market condition in the geographic area or industry the investee operates in. |
|
|
Premiums and discounts are amortized or accreted over the life of the related
held-to-maturity or available-for-sale security as an adjustment to yield using the effective
interest method. Dividend and interest income are recognized when earned. |
|
|
The Company regularly invests in mortgaged-backed securities and other securities subject to
prepayment and call risk. Significant changes in prevailing interest rates may adversely
affect the timing and amount of cash flows on such securities. In addition, the amortization
of market premium and accretion of market discount for mortgaged-backed securities is based
on historical experience and estimates of future payment speeds on the underlying mortgage
loans. Actual prepayment speeds will differ from original estimates and may result in
material adjustments to amortization or accretion recorded in future periods. |
10
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
Revenue Recognition |
|
|
a. |
|
Managed Care |
|
|
|
|
Subscriber premiums on the managed care business are billed in advance of their
respective coverage period. Managed care premiums are billed in the month prior to the
effective date of the policy with a grace period of up to two months. If the insured
fails to pay, the policy can be canceled at the end of the grace period at the option of
the Company. Managed care premiums are reported as earned when due. |
|
|
|
|
Premiums for the Medicare Advantage (MA) business are based on a bid contract with the
Centers for Medicare and Medicaid Services (CMS) and billed in advance of the coverage
period. MA contracts provide for a risk factor to adjust premiums paid for members that
represent a higher or lower risk to the Company. Retroactive rate adjustments are made
periodically based on the aggregate health status and risk scores of the Companys MA
membership. These risk adjustments are evaluated quarterly based on actuarial
estimates. Actual results could differ from these estimates. As additional information
becomes available, the recorded estimate is revised and reflected in operating results. |
|
|
|
|
TSS offers prescription drug coverage to Medicare eligible beneficiaries as part of its
MA plans (MA-PD) and on a stand-alone basis (stand-alone PDP). Premiums are based on a
bid contract with CMS that considers the estimated costs of providing
prescription drug benefits to enrolled participants. MA-PD and stand-alone PDP premiums
are subject to adjustment, positive or negative, based upon the application of risk
corridors that compare the estimated prescription drug costs included in the bids to CMS
to actual prescription drug costs. Variances exceeding certain thresholds may result in
CMS making additional payments to the TSS or in TSS refunding CMS a portion of the
premiums collected. TSS estimates and records adjustments to earned premiums related to
estimated risk corridor payments based upon actual prescription drug costs for each
reporting period as if the annual contract were to end at the end of each reporting
period. |
|
|
|
|
Administrative service fees include revenue from certain groups which has managed care
contracts that provide for the group to be at risk for all or a portion of their claims
experience. For these groups, the Company is not at risk and only handles the
administration of the insurance coverage for an administrative service fee. The Company
pays claims under self-funded arrangements from its own funds, and subsequently receives
reimbursement from these groups. Claims paid under self-funded arrangements are
excluded from the claims incurred in the accompanying consolidated financial statements.
Administrative service fees under the self-funded arrangements are recognized based on
the groups membership or incurred claims for the period multiplied by an administrative
fee rate plus other fees. In addition, some of these self-funded groups purchase
aggregate and/or specific stop-loss coverage. In exchange for a premium, the groups
aggregate liability or the groups liability on any one episode of care is capped for
the year. Premiums for the stop-loss coverage are actuarially determined based on
experience and other factors and are recorded as earned over the period of the contract
in proportion to the coverage provided. This fully insured portion of premiums is
included within the premiums earned, net in the accompanying consolidated statements of
earnings. The Medicaid contract with the Government of Puerto Rico contained a
savings-sharing provision whereby the Government of Puerto Rico shares with TSS a
portion of the medical cost savings obtained with the administration of the region
served on an administrative service basis. Any savings-sharing amount is recorded when |
11
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
|
earned as administrative service fees in the accompanying consolidated statements of
earnings. |
|
b. |
|
Life and Accident and Health Insurance |
|
|
|
|
Premiums on life insurance policies are billed in advance of their respective coverage
period and the related revenue is recorded as earned when due. Premiums on accident and
health and other short-term policies are recognized as earned primarily on a pro rata
basis over the contract period. Premiums on credit life policies are recognized as
earned in proportion to the amounts of insurance in-force. Revenues from universal life
and interest sensitive policies represent amounts assessed against policyholders,
including mortality charges, surrender charges actually paid, and earned policy service
fees. The revenues for limited payment contracts are recognized over the period that
benefits are provided rather than on collection of premiums. |
|
c. |
|
Property and Casualty Insurance |
|
|
|
|
Premiums on property and casualty contracts are billed in advance of their respective
coverage period and they are recognized as earned on a pro rata basis over the policy
term. The portion of premiums related to the period prior to the end of coverage is
recorded in the consolidated balance sheets as unearned premiums and is transferred to
premium revenue as earned. |
|
|
Allowance for Doubtful Receivables |
|
|
|
The allowance for doubtful receivables is based on managements evaluation of the aging of
accounts and such other factors, which deserve current recognition. Actual results could
differ from these estimates. Receivables are charged against their respective allowance
accounts when deemed to be uncollectible. |
|
|
|
Deferred Policy Acquisition Costs and Value of Business Acquired |
|
|
|
Certain direct costs for acquiring life and accident and health, and property and casualty
insurance business are deferred by the Company. Substantially all acquisition costs related
to the managed care business are expensed as incurred. |
|
|
In the life and accident and health business deferred acquisition costs consist of
commissions and certain expenses related to the production of life, annuity, accident and
health, and credit business. In the event that future premiums, in combination with
policyholder reserves and anticipated investment income, could not provide for all future
maintenance and settlement expenses, the amount of deferred policy acquisition costs would be
reduced to provide for such amount. The related amortization is provided over the
anticipated premium-paying period of the related policies in proportion to the ratio of
annual premium revenue to expected total premium revenue to be received over the life of the
policies. Interest is considered in the amortization of deferred policy acquisition cost and
value of business acquired. For these contracts interest is considered at a level rate at
the time of issue of each contract, 5.4% for 2010 and 2009, and, in the case of the value of
business acquired, at the time of any acquisition. For certain other long-duration
contracts, deferred amounts are amortized at historical and forecasted credited interest
rates. Expected premium revenue is estimated by using the same mortality and withdrawal
assumptions used in computing liabilities for future policy benefits. The method followed in
computing deferred policy acquisition costs limits the amount of such deferred costs to their
estimated net realizable value. In determining estimated net realizable value, the
computations give effect to the premiums to be earned, related investment income, losses and
loss-adjustment expenses, and certain other |
12
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
costs expected to be incurred as the premium is earned. Costs deferred on universal life and
interest sensitive products are amortized as a level percentage of the present value of
anticipated gross profits from investment yields, mortality, expenses and surrender charges.
Estimates used are based on the Companys experience as adjusted to provide for possible
adverse deviations. These estimates are periodically reviewed and compared with actual
experience. When it is determined that future expected experience differs significantly from
that assumed, the estimates are revised for current and future issues. |
|
|
The value assigned to the insurance in-force of TSV at the date of the acquisition is
amortized using methods similar to those used to amortize the deferred policy acquisition
costs of the life and accident and health business. |
|
|
In the property and casualty business, acquisition costs consist of commissions incurred
during the production of business and are deferred and amortized ratably over the terms of
the policies. |
|
|
Property and equipment are stated at cost. Maintenance and repairs are expensed as incurred.
Depreciation is calculated on the straight-line method over the estimated useful lives of
the assets. Costs of computer equipment, programs, systems, installations, and enhancements
are capitalized and amortized straight-line over their estimated useful lives. The following
is a summary of the estimated useful lives of the Companys property and equipment: |
|
|
|
|
|
Estimated |
Asset Category |
|
Useful Life |
Buildings
Building improvements
Leasehold improvements
Office furniture
Computer software
Computer equipment, equipment,
and automobiles
|
|
20 to 50 years
3 to 5 years
Shorter of estimated useful life or lease term
5 years
3 to 10 years
3 years |
|
|
Software Development Costs |
|
|
Costs related to software developed or obtained for internal use that is incurred in the
preliminary project stage are expensed as incurred. Once capitalization criteria are met,
directly attributable development costs are capitalized and amortized over the expected
useful life of the software. Upgrade and maintenance costs are expensed as incurred. During
the year ended December 31, 2010 and 2009 the Company capitalized approximately $11,647 and
$10,993 associated with the implementation of new software. |
|
|
Long-lived assets, such as property and equipment, and purchased intangible assets subject to
amortization, are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount of an asset to
estimated undiscounted future cash flows expected to be generated by the asset. If the
carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is
recognized by the amount by which the carrying amount of the asset exceeds the fair value of
the asset. Assets to be |
13
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
disposed of would be separately presented in the balance sheets and reported at the lower of
the carrying amount or fair value less costs to sell, and are no longer depreciated. The
assets and liabilities of a disposal group classified as held for sale would be presented
separately in the appropriate asset and liability sections of the consolidated balance
sheets. |
|
|
Goodwill and intangible assets that have indefinite useful lives are tested annually for
impairment, and are tested for impairment more frequently if events and circumstances
indicate that the asset might be impaired. An impairment loss is recognized to the extent
that the carrying amount exceeds the assets fair value. For goodwill, the impairment
determination is made at the reporting unit level and consists of two steps. First, the
Company determines the fair value of a reporting unit and compares it to its carrying amount.
Second, if the carrying amount of a reporting unit exceeds its fair value, an impairment
loss is recognized for any excess of the carrying amount of the reporting units goodwill
over the implied fair value of that goodwill. The implied fair value of goodwill is
determined by allocating the fair value of the reporting unit in a manner similar to a
purchase price allocation. The residual fair value after this allocation is the implied fair
value of the reporting unit goodwill. |
|
|
Claim liabilities for managed care policies represent the estimated amounts to be paid to
providers based on experience and accumulated statistical data. Loss-adjustment expenses
related to such claims are currently accrued based on estimated future expenses necessary to
process such claims. |
|
|
TSS contracts with various independent practice associations (IPAs) for certain medical care
services provided to some policies subscribers. The IPAs are compensated on a capitation
basis. In the Medicaid business and one of the MA policies, TSS retains a portion of the
capitation payments to provide for incurred but not reported losses. At December 31, 2010
and 2009, total withholdings and capitation payable amounted to $22,428 and $25,568,
respectively, which are recorded as part of the claim liabilities in the accompanying
consolidated balance sheets. |
|
|
Claim liabilities include unpaid claims and loss-adjustment expenses of the life and accident
and health business based on a case-basis estimate for reported claims, and on estimates,
based on experience, for unreported claims and loss-adjustment expenses. The liability for
policy and contract claims and claims expenses has been established to cover the estimated
net cost of insured claims. |
|
|
Also included within the claim liabilities is the liability for losses and loss-adjustment
expenses for the property and casualty business which represents individual case estimates
for reported claims and estimates for unreported losses, net of any salvage and subrogation
based on past experience modified for current trends and estimates of expenses for
investigating and settling claims. |
|
|
Claim liabilities are necessarily based on estimates and, while management believes that the
amounts are adequate, the ultimate liability may be in excess of or less than the amounts
provided. The methods for making such estimates and for establishing the resulting liability
are continually reviewed, and any adjustments are reflected in the consolidated statements of
earnings in the period determined. |
|
|
The liability for future policy benefits has been computed using the level-premium method
based on estimated future investment yield, mortality, morbidity and withdrawal
experience. The interest rate assumption ranges between 5.0% and 5.40% for all years in
issue. Mortality has been calculated |
14
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
principally on select and ultimate tables in common usage in the industry. Withdrawals have
been determined principally based on industry tables, modified by Companys experience. |
|
|
Amounts received for annuity contracts are considered deposits and recorded as a liability
along with the accrued interest and reduced for charges and withdrawals. Interest incurred
on such deposits, which amounted to $1,688, $1,665, and $1,902, during the years ended
December 31, 2010, 2009, and 2008, respectively, is recorded as interest expense in the
accompanying consolidated statements of earnings. |
|
|
In the normal course of business, the insurance-related subsidiaries seek to limit their
exposure that may arise from catastrophes or other events that cause unfavorable underwriting
results by reinsuring certain levels of risk in various areas of exposure with other
insurance enterprises or reinsurers. |
|
|
Reinsurance premiums, commissions, and expense reimbursements, related to reinsured business
are accounted for on bases consistent with those used in accounting for the original policies
issued and the terms of the reinsurance contracts. Accordingly, reinsurance premiums are
reported as prepaid reinsurance premiums and amortized over the remaining contract period in
proportion to the amount of insurance protection provided. |
|
|
Premiums ceded and recoveries of losses and loss-adjustment expenses have been reported as a
reduction of premiums earned and losses and loss-adjustment expenses incurred, respectively.
Commission and expense allowances received by TSP in connection with reinsurance ceded have
been accounted for as a reduction of the related policy acquisition costs and are deferred
and amortized accordingly. Amounts recoverable from reinsurers are estimated in a manner
consistent with the claim liability associated with the reinsured policy. |
|
|
Derivative Instruments and Hedging Activities |
|
|
The Company recognizes all derivative instruments, including certain derivative instruments
embedded in other contracts, whether or not designated in hedging relationships, as either
assets or liabilities in the balance sheet at their respective fair values. Changes in the
fair value of derivative instruments are recorded in earnings, unless specific hedge
accounting criteria are met in which case the change in fair value of the instrument is
recorded within other comprehensive income for cash flow hedges. |
|
|
On the date the derivative contract designated as a hedging instrument is entered into, the
Company designates the instrument as either a hedge of the fair value of a recognized asset
or liability or of an unrecognized firm commitment (fair-value hedge), a hedge of a
forecasted transaction or the variability of cash flows to be received or paid related to a
recognized asset or liability (cash-flow hedge), a foreign currency fair-value or cash-flow
hedge (foreign-currency hedge), or a hedge of a net investment in a foreign operation. For
all hedging relationships the Company formally documents the hedging relationship and its
risk-management objective and strategy for undertaking the hedge, the hedging instrument, the
hedged item, the nature of the risk being hedged, how the hedging instruments effectiveness
in offsetting the hedged risk will be assessed, and a description of the method of measuring
ineffectiveness. This process includes linking all derivatives that are designated as
fair-value, cash-flow, or foreign-currency hedges to specific assets and liabilities on the
balance sheet or to specific firm commitments or forecasted transactions. The Company also
formally assesses, both at the hedges inception and on an ongoing basis, whether the
derivatives that are used in hedging transactions are highly effective in |
15
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
offsetting changes in fair values or cash flows of hedged items. Changes in the fair value
of a derivative that is highly effective and that is designated and qualifies as a fair-value
hedge, along with the loss or gain on the hedged asset or liability or unrecognized firm
commitment of the hedged item that is attributable to the hedged risk, are recorded in
earnings. Changes in the fair value of a derivative that is highly effective and that is
designated and qualifies as a cash-flow hedge are recorded in other comprehensive income to
the extent that the derivative is effective as hedge, until earnings are affected by the
variability in cash flows of the designated hedged item. Changes in the fair value of
derivatives that are highly effective as hedges and that are designated and qualify as
foreign-currency hedges are recorded in either earnings or other comprehensive income,
depending on whether the hedge transaction is a fair-value hedge or a cash-flow hedge.
However, if a derivative is used as a hedge of a net investment in a foreign operation, its
changes in fair value, to the extent effective as a hedge, are recorded in the cumulative
translation adjustments account within other comprehensive income. The ineffective portion
of the change in fair value of a derivative instrument that qualifies as either a fair-value
hedge or a cash-flow hedge is reported in earnings. Changes in the fair value of derivative
trading instruments are reported in current period earnings. |
|
|
The Company discontinues hedge accounting prospectively when it is determined that the
derivative is no longer effective in offsetting changes in the fair value or cash flows of
the hedged item, the derivative expires or is sold, terminated, or exercised, the derivative
is de-designated as a hedging instrument, because it is unlikely that a forecasted
transaction will occur, a hedged firm commitment no longer meets the definition of a firm
commitment, or management determines that designation of the derivative as a hedging
instrument is no longer appropriate. |
|
|
In all situations in which hedge accounting is discontinued and the derivative is retained,
the Company continues to carry the derivative at its fair value on the balance sheet and
recognizes any subsequent changes in its fair value in earnings. When hedge accounting is
discontinued because it is determined that the derivative no longer qualifies as an effective
fair-value hedge, the Company no longer adjusts the hedged asset or liability for changes in
fair value. The adjustment of the carrying amount of the hedged asset or liability is
accounted for in the same manner as other components of the carrying amount of that asset or
liability. When hedge accounting is discontinued because the hedged item no longer meets the
definition of a firm commitment, the Company removes any asset or
liability that was recorded pursuant to recognition of the firm commitment from the balance
sheet, and recognizes any gain or loss in earnings. When it is probable that a forecasted
transaction will not occur, the Company discontinues hedge accounting if not already done and
recognizes immediately in earnings gains and losses that were accumulated in other
comprehensive income. |
|
|
Income taxes are accounted for under the asset and liability method. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is recognized in the
consolidated statements of earnings in the period that includes the enactment date. The
Company recognizes the effect of income tax positions only if those positions are more likely
than not of being sustained. Recognized income tax positions are measured at the largest
amount that is greater than 50% likely of being realized. Changes in recognition or
measurement are reflected in the period in which the change in judgment occurs. |
16
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
The Company records any interest and penalties related to unrecognized tax benefits within
the operating expenses in the consolidated statement of earnings. |
|
|
Insurance-Related Assessments |
|
|
The Company records a liability for insurance-related assessments when the following three
conditions are met: (1) the assessment has been imposed or the information available prior to
the issuance of the financial statements indicates it is probable that an assessment will be
imposed; (2) the event obligating an entity to pay (underlying cause of) an imposed or
probable assessment has occurred on or before the date of the financial statements; and (3)
the amount of the assessment can be reasonably estimated. A related asset is recognized when
the paid or accrued assessment is recoverable through either premium taxes or policy
surcharges. |
|
|
Commitments and Contingencies |
|
|
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and
penalties and other sources are recorded when it is probable that a liability has been
incurred and the amount of the assessment and/or remediation can be reasonably estimated.
Legal costs incurred in connection with loss contingencies are expensed as incurred.
Recoveries of costs from third parties, which are probable of realization, are separately
recorded as assets, and are not offset against the related liability. |
|
|
Share-based compensation is measured at the fair value of the award and recognized as an
expense in the financial statements over the vesting period. The Company recognizes
compensation expense for its stock options based on estimated grant date fair value using the
Black-Scholes option-pricing model. |
|
|
Basic earnings per share excludes dilution and is computed by dividing net income available
to all classes of common stockholders by the weighted average number
of all classes of common
shares outstanding for the period, excluding non-vested restricted stocks. Diluted earnings
per share is computed in the same manner as basic earnings per share except that the number
of shares is increased to include the number of additional common shares that would have been
outstanding if the potentially dilutive common shares had been
issued. Dilutive common
shares are included in the diluted earnings per share calculation using the treasury stock
method. |
|
|
The fair value information of financial instruments in the accompanying consolidated
financial statements was determined as follows: |
|
a. |
|
Cash and Cash Equivalents |
|
|
|
|
The carrying amount approximates fair value because of the short-term nature of such
instruments. |
|
|
b. |
|
Investment in Securities |
|
|
|
|
The fair value of investment securities is estimated based on quoted market prices for
those or similar investments. Additional information pertinent to the estimated fair
value of investment in securities is included in note 3 and note 9. |
17
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
c. |
|
Policy Loans |
|
|
|
|
Policy loans have no stated maturity dates and are part of the related insurance
contract. The carrying amount of policy loans approximates fair value because their
interest rate is reset periodically in accordance with current market rates. |
|
|
d. |
|
Receivables, Accounts Payable, and Accrued Liabilities |
|
|
|
|
The carrying amount of receivables, accounts payable, and accrued liabilities
approximates fair value because they mature and should be collected or paid within 12
months after December 31. |
|
|
e. |
|
Policyholder Deposits |
|
|
|
|
The fair value of policyholder deposits is the amount payable on demand at the reporting
date, and accordingly, the carrying value amount approximates fair value. |
|
|
f. |
|
Short-term Borrowings |
|
|
|
|
The carrying amount of securities sold under agreements to repurchase approximates fair
value due to its short-term nature. |
|
|
g. |
|
Long-term Borrowings |
|
|
|
|
The carrying amounts and fair value of the Companys long-term borrowings are as
follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
|
|
Amount |
|
|
Value |
|
|
Amount |
|
|
Value |
|
Loans payable to bank |
|
|
21,027 |
|
|
|
21,027 |
|
|
|
22,667 |
|
|
|
22,667 |
|
6.3% senior unsecured notes payable |
|
|
50,000 |
|
|
|
49,625 |
|
|
|
50,000 |
|
|
|
48,000 |
|
6.6% senior unsecured notes payable |
|
|
35,000 |
|
|
|
34,388 |
|
|
|
60,000 |
|
|
|
57,420 |
|
6.7% senior unsecured notes payable |
|
|
35,000 |
|
|
|
35,000 |
|
|
|
35,000 |
|
|
|
33,320 |
|
1.96% repurchase agreement |
|
|
25,000 |
|
|
|
24,575 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
166,027 |
|
|
$ |
164,615 |
|
|
$ |
167,667 |
|
|
$ |
161,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The carrying amount of the loans payable to bank approximates fair value due to its
floating interest-rate structure. The fair value of the senior unsecured notes payable and
the repurchase agreement was determined using market quotations. Additional information
pertinent to borrowings is included in Note 13. |
|
h. |
|
Derivative Instruments |
|
|
Current market pricing models were used to estimate fair value of structured notes
agreements. Fair values were determined using market quotations provided by outside
securities consultants or prices provided by market makers. Additional information pertinent
to the estimated fair value of derivative instruments is included in note 14. |
18
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
Recently Issued Accounting Standards |
|
|
|
In April 2010, the FASB issued guidance to address the classification of an employee
share-based payment award with an exercise price denominated in the currency of a market in
which the underlying equity security trades. The guidance clarifies that a share-based
payment award with an exercise price denominated in the currency of a market in which a
substantial portion of the entitys equity securities trades should not be considered to
contain a condition that is not a market, performance, or service condition. Therefore, such
an award should not be classified as a liability if it otherwise qualifies as equity. This
guidance is effective for fiscal years and interim periods within those fiscal years,
beginning on or after December 15, 2010. We do not expect the adoption of this guidance to
have an impact on our financial position or results of operations. |
|
|
In October 2010, the FASB issued guidance to address diversity in practice regarding the
interpretation of which costs relating to the acquisition of new or renewal insurance
contracts qualify for deferral. This guidance specifies that the following costs incurred in
the acquisition of new and renewal contracts should be capitalized: (1) Incremental direct
costs of contract acquisition. Incremental direct costs are those costs that result directly
from and are essential to the contract transaction and would not have been incurred by the
insurance entity had the contract transaction not occurred. (2) Certain costs related
directly
to the following acquisition activities performed by the insurer for the contract: a.
Underwriting, b. Policy issuance and processing, c. Medical and inspection, and d. Sales
force contract selling. Advertising costs should be included in deferred acquisition costs
only if the capitalization criteria in the direct-response advertising guidance in Subtopic
340-20, Other Assets and Deferred Costs Capitalized Advertising Costs, are met. This
guidance is effective for fiscal years and interim periods within those fiscal years,
beginning on or after December 15, 2011. The Company is currently evaluating the impact the
adoption of this guidance will have on its financial position or results of operations. |
|
|
In December 2010, the FASB issued guidance to modify Step 1 of the goodwill impairment test
for reporting units with zero or negative carrying amounts. For those reporting units, an
entity is required to perform Step 2 of the goodwill impairment test if it is more likely
than not that a goodwill impairment exists. In determining whether it is more likely than
not that a goodwill impairment exists, an entity should consider whether there are any
adverse qualitative factors indicating that an impairment may exist. This guidance is
effective for fiscal years, and interim periods within those years, beginning after December
15, 2010. We do not expect the adoption of this guidance to have a significant impact on our
financial position or results of operations. |
|
|
In December 2010, the FASB issued guidance to require a public entity to disclose pro forma
information for business combinations that occurred in the current reporting period. The
disclosures include pro forma revenue and earnings of the combined entity for the current
reporting period as though the acquisition date for all business combinations that occurred
during the year had been as of the beginning of the annual reporting period for all the
periods presented. This guidance also expands the supplemental pro forma disclosures to
include a description of the nature and amount of material, nonrecurring pro forma
adjustments directly attributable to the business combination included in the reported pro
forma revenue and earnings. This guidance is effective for business combinations for which
the acquisition dates is on or after the beginning of the first annual reporting period
beginning on or after December 15, 2010. We expect to adopt this guidance during 2011 as
part of our disclosures related to our business combination. Additional information
pertinent to the business combination is included in note 28. |
|
|
There were no other new accounting pronouncements issued that had or are expected to have a
material impact on our financial position, operating results or disclosures. |
19
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
3. |
|
Investment in Securities |
|
|
The amortized cost for debt and equity securities, gross unrealized gains, gross unrealized
losses, and estimated fair value for trading, available-for-sale, and held-to-maturity
securities by major security type and class of security at December 31, 2010 and 2009 were as
follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
|
|
|
|
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
Trading securities
Equity securities |
|
$ |
43,832 |
|
|
$ |
10,738 |
|
|
$ |
(3,471 |
) |
|
$ |
51,099 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
|
|
|
|
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
Trading securities
Equity securities |
|
$ |
42,075 |
|
|
$ |
7,064 |
|
|
$ |
(5,230 |
) |
|
$ |
43,909 |
|
20
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
Securities available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of government-sponsored enterprises |
|
$ |
124,735 |
|
|
$ |
6,650 |
|
|
$ |
|
|
|
$ |
131,385 |
|
U.S. Treasury securities and
obligations of U.S.
government instrumentalities |
|
|
47,427 |
|
|
|
5,451 |
|
|
|
|
|
|
|
52,878 |
|
Obligations of the
Commonwealth of Puerto Rico
and its instrumentalities |
|
|
117,519 |
|
|
|
3,115 |
|
|
|
(10 |
) |
|
|
120,624 |
|
Municipal securities |
|
|
272,383 |
|
|
|
3,979 |
|
|
|
(2,798 |
) |
|
|
273,564 |
|
Corporate bonds |
|
|
102,184 |
|
|
|
7,698 |
|
|
|
(250 |
) |
|
|
109,632 |
|
Residential mortgage-backed securities |
|
|
12,560 |
|
|
|
801 |
|
|
|
(1 |
) |
|
|
13,360 |
|
Collateralized mortgage obligations |
|
|
271,149 |
|
|
|
6,158 |
|
|
|
(1,164 |
) |
|
|
276,143 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities |
|
|
947,957 |
|
|
|
33,852 |
|
|
|
(4,223 |
) |
|
|
977,586 |
|
Equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stocks |
|
|
901 |
|
|
|
3,430 |
|
|
|
|
|
|
|
4,331 |
|
Preferred stocks |
|
|
4,298 |
|
|
|
68 |
|
|
|
(737 |
) |
|
|
3,629 |
|
Perpetual preferred stocks |
|
|
1,000 |
|
|
|
|
|
|
|
(94 |
) |
|
|
906 |
|
Mutual funds |
|
|
41,551 |
|
|
|
6,632 |
|
|
|
(310 |
) |
|
|
47,873 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity securities |
|
|
47,750 |
|
|
|
10,130 |
|
|
|
(1,141 |
) |
|
|
56,739 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
995,707 |
|
|
$ |
43,982 |
|
|
$ |
(5,364 |
) |
|
$ |
1,034,325 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
Securities available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of government-sponsored enterprises |
|
$ |
252,513 |
|
|
$ |
2,240 |
|
|
$ |
(3,325 |
) |
|
$ |
251,428 |
|
U.S. Treasury securities and
obligations of U.S.
government instrumentalities |
|
|
48,190 |
|
|
|
3,148 |
|
|
|
|
|
|
|
51,338 |
|
Obligations of the
Commonwealth of Puerto Rico
and its instrumentalities |
|
|
154,754 |
|
|
|
3,113 |
|
|
|
(1,919 |
) |
|
|
155,948 |
|
Municipal securities |
|
|
107,441 |
|
|
|
1,117 |
|
|
|
(1,851 |
) |
|
|
106,707 |
|
Corporate bonds |
|
|
102,547 |
|
|
|
3,546 |
|
|
|
(728 |
) |
|
|
105,365 |
|
Residential mortgage-backed securities |
|
|
16,605 |
|
|
|
677 |
|
|
|
(1 |
) |
|
|
17,281 |
|
Collateralized mortgage obligations |
|
|
229,312 |
|
|
|
4,237 |
|
|
|
(2,639 |
) |
|
|
230,910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities |
|
|
911,362 |
|
|
|
18,078 |
|
|
|
(10,463 |
) |
|
|
918,977 |
|
Equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stocks |
|
|
4,074 |
|
|
|
3,435 |
|
|
|
|
|
|
|
7,509 |
|
Preferred stocks |
|
|
4,000 |
|
|
|
|
|
|
|
(1,325 |
) |
|
|
2,675 |
|
Perpetual preferred stocks |
|
|
2,849 |
|
|
|
|
|
|
|
(270 |
) |
|
|
2,579 |
|
Mutual funds |
|
|
50,608 |
|
|
|
4,150 |
|
|
|
(2,832 |
) |
|
|
51,926 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity securities |
|
|
61,531 |
|
|
|
7,585 |
|
|
|
(4,427 |
) |
|
|
64,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
972,893 |
|
|
$ |
25,663 |
|
|
$ |
(14,890 |
) |
|
$ |
983,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
Securities held to maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of government-sponsored enterprises |
|
$ |
1,793 |
|
|
$ |
151 |
|
|
$ |
|
|
|
$ |
1,944 |
|
U.S. Treasury securities and
obligations of U.S.
government instrumentalties |
|
|
1,478 |
|
|
|
203 |
|
|
|
|
|
|
|
1,681 |
|
Corporate bonds |
|
|
9,443 |
|
|
|
414 |
|
|
|
|
|
|
|
9,857 |
|
Residential mortgage-backed securities |
|
|
660 |
|
|
|
41 |
|
|
|
|
|
|
|
701 |
|
Certificates of deposits |
|
|
1,241 |
|
|
|
|
|
|
|
|
|
|
|
1,241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
14,615 |
|
|
$ |
809 |
|
|
$ |
|
|
|
|
15,424 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
Securities held to maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of government-sponsored enterprises |
|
$ |
925 |
|
|
$ |
6 |
|
|
$ |
|
|
|
$ |
931 |
|
U.S. Treasury securities and
obligations of U.S.
government instrumentalties |
|
|
3,786 |
|
|
|
132 |
|
|
|
|
|
|
|
3,918 |
|
Corporate bonds |
|
|
9,063 |
|
|
|
534 |
|
|
|
|
|
|
|
9,597 |
|
Residential mortgage-backed securities |
|
|
1,256 |
|
|
|
25 |
|
|
|
(1 |
) |
|
|
1,280 |
|
Certificates of deposits |
|
|
764 |
|
|
|
|
|
|
|
|
|
|
|
764 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
15,794 |
|
|
$ |
697 |
|
|
$ |
(1 |
) |
|
|
16,490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross unrealized losses on investment securities and the estimated fair value of the
related securities, aggregated by investment category and length of time that individual
securities have been in a continuous unrealized loss position as of December 31, 2010 and 2009
were as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
|
Less than 12 months |
|
|
12 months or longer |
|
|
Total |
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
Estimated |
|
|
Unrealized |
|
|
Number of |
|
|
Estimated |
|
|
Unrealized |
|
|
Number of |
|
|
Estimated |
|
|
Unrealized |
|
|
Number of |
|
|
|
Fair Value |
|
|
Loss |
|
|
Securities |
|
|
Fair Value |
|
|
Loss |
|
|
Securities |
|
|
Fair Value |
|
|
Loss |
|
|
Securities |
|
Securites available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of the Commonwealth of Puerto
Rico and its instrumentalities |
|
$ |
2,483 |
|
|
$ |
(10 |
) |
|
|
5 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
$ |
2,483 |
|
|
$ |
(10 |
) |
|
|
5 |
|
Municipal securities |
|
|
105,280 |
|
|
|
(2,652 |
) |
|
|
53 |
|
|
|
692 |
|
|
|
(146 |
) |
|
|
1 |
|
|
|
105,972 |
|
|
|
(2,798 |
) |
|
|
54 |
|
Corporate bonds |
|
|
5,828 |
|
|
|
(250 |
) |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,828 |
|
|
|
(250 |
) |
|
|
3 |
|
Residential mortgage-backed
securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36 |
|
|
|
(1 |
) |
|
|
1 |
|
|
|
36 |
|
|
|
(1 |
) |
|
|
1 |
|
Collateralized mortgage
obligations |
|
|
77,417 |
|
|
|
(1,144 |
) |
|
|
12 |
|
|
|
1,953 |
|
|
|
(20 |
) |
|
|
1 |
|
|
|
79,370 |
|
|
|
(1,164 |
) |
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities |
|
|
191,008 |
|
|
|
(4,056 |
) |
|
|
73 |
|
|
|
2,681 |
|
|
|
(167 |
) |
|
|
3 |
|
|
|
193,689 |
|
|
|
(4,223 |
) |
|
|
76 |
|
Equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stocks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,263 |
|
|
|
(737 |
) |
|
|
1 |
|
|
|
3,263 |
|
|
|
(737 |
) |
|
|
1 |
|
Perpetual preferred stocks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
906 |
|
|
|
(94 |
) |
|
|
1 |
|
|
|
906 |
|
|
|
(94 |
) |
|
|
1 |
|
Mutual funds |
|
|
2,337 |
|
|
|
(310 |
) |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,337 |
|
|
|
(310 |
) |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity securities |
|
|
2,337 |
|
|
|
(310 |
) |
|
|
2 |
|
|
|
4,169 |
|
|
|
(831 |
) |
|
|
2 |
|
|
|
6,506 |
|
|
|
(1,141 |
) |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total for securities
available for sale |
|
$ |
193,345 |
|
|
$ |
(4,366 |
) |
|
|
75 |
|
|
$ |
6,850 |
|
|
$ |
(998 |
) |
|
|
5 |
|
|
$ |
200,195 |
|
|
$ |
(5,364 |
) |
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
|
Less than 12 months |
|
|
12 months or longer |
|
|
Total |
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
Estimated |
|
|
Unrealized |
|
|
Number of |
|
|
Estimated |
|
|
Unrealized |
|
|
Number of |
|
|
Estimated |
|
|
Unrealized |
|
|
Number of |
|
|
|
Fair Value |
|
|
Loss |
|
|
Securities |
|
|
Fair Value |
|
|
Loss |
|
|
Securities |
|
|
Fair Value |
|
|
Loss |
|
|
Securities |
|
Securites available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of government-
sponsored enterprises |
|
$ |
110,602 |
|
|
$ |
(2,264 |
) |
|
|
21 |
|
|
$ |
25,468 |
|
|
$ |
(1,061 |
) |
|
|
5 |
|
|
$ |
136,070 |
|
|
$ |
(3,325 |
) |
|
|
26 |
|
Obligations of the Commonwealth of Puerto
Rico and its instrumentalities |
|
|
12,944 |
|
|
|
(201 |
) |
|
|
10 |
|
|
|
58,866 |
|
|
|
(1,718 |
) |
|
|
22 |
|
|
|
71,810 |
|
|
|
(1,919 |
) |
|
|
32 |
|
Municipal securities |
|
|
62,292 |
|
|
|
(1,841 |
) |
|
|
39 |
|
|
|
173 |
|
|
|
(10 |
) |
|
|
1 |
|
|
|
62,465 |
|
|
|
(1,851 |
) |
|
|
40 |
|
Corporate bonds |
|
|
10,997 |
|
|
|
(215 |
) |
|
|
4 |
|
|
|
7,975 |
|
|
|
(513 |
) |
|
|
6 |
|
|
|
18,972 |
|
|
|
(728 |
) |
|
|
10 |
|
Residential mortgage-backed
securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36 |
|
|
|
(1 |
) |
|
|
1 |
|
|
|
36 |
|
|
|
(1 |
) |
|
|
1 |
|
Collateralized mortgage
obligations |
|
|
101,265 |
|
|
|
(1,732 |
) |
|
|
21 |
|
|
|
7,171 |
|
|
|
(907 |
) |
|
|
10 |
|
|
|
108,436 |
|
|
|
(2,639 |
) |
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities |
|
|
298,100 |
|
|
|
(6,253 |
) |
|
|
95 |
|
|
|
99,689 |
|
|
|
(4,210 |
) |
|
|
45 |
|
|
|
397,789 |
|
|
|
(10,463 |
) |
|
|
140 |
|
Equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stocks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,675 |
|
|
|
(1,325 |
) |
|
|
1 |
|
|
|
2,675 |
|
|
|
(1,325 |
) |
|
|
1 |
|
Perpetual preferred stocks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
730 |
|
|
|
(270 |
) |
|
|
1 |
|
|
|
730 |
|
|
|
(270 |
) |
|
|
1 |
|
Mutual funds |
|
|
9,994 |
|
|
|
(907 |
) |
|
|
4 |
|
|
|
21,667 |
|
|
|
(1,925 |
) |
|
|
15 |
|
|
|
31,661 |
|
|
|
(2,832 |
) |
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity securities |
|
|
9,994 |
|
|
|
(907 |
) |
|
|
4 |
|
|
|
25,072 |
|
|
|
(3,520 |
) |
|
|
17 |
|
|
|
35,066 |
|
|
|
(4,427 |
) |
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total for securities
available for sale |
|
$ |
308,094 |
|
|
$ |
(7,160 |
) |
|
|
99 |
|
|
$ |
124,761 |
|
|
$ |
(7,730 |
) |
|
|
62 |
|
|
$ |
432,855 |
|
|
$ |
(14,890 |
) |
|
|
161 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities held to maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential mortgage-backed
securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
55 |
|
|
$ |
(1 |
) |
|
|
1 |
|
|
$ |
55 |
|
|
$ |
(1 |
) |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company regularly monitors and evaluates the difference between the cost and
estimated fair value of investments. For investments with a fair value below cost, the
process includes evaluating: (1) the length of time and the extent to which the estimated fair
value has been less than amortized cost for fixed maturity securities, or cost for equity
securities, (2) the financial condition, near-term and long-term prospects for the issuer,
including relevant industry conditions and trends, and implications of rating agency actions,
(3) the Companys intent to sell or the likelihood of a required sale prior to recovery, (4)
the recoverability of principal and interest for fixed maturity securities, or cost for equity
securities, and (5) other factors, as applicable. This process is not exact and further
requires consideration of risks such as credit and interest rate risks. Consequently, if an
investments cost exceeds its estimated fair value solely due to changes in interest rates,
other-than temporary impairment may not be appropriate. Due to the subjective nature of the
Companys analysis, along with the judgment that must be applied in the analysis, it is
possible that the Company could reach a different conclusion whether or not to impair a
security if it had access to additional information about the investee. Additionally, it is
possible that the investees ability to meet future contractual obligations may be different
than what the Company determined during its analysis, which may lead to a different impairment
conclusion in future periods. If after monitoring and analyzing impaired securities, the
Company determines that a decline in the estimated fair value of any available-for-sale or
held-to-maturity security below cost is other-than-temporary, the carrying amount of the
security is reduced to its fair value in accordance with current accounting guidance. The new
cost basis of an impaired security is not adjusted for subsequent increases in estimated fair
value. In periods subsequent to the recognition of an other-than-temporary impairment, the
impaired security is accounted for as if it had been purchased on the measurement date of the
impairment. For debt securities, the discount (or reduced premium) based on the new cost
basis may be accreted into net investment income in future periods based on prospective
changes in cash flow estimates, to reflect adjustments to the effective yield. |
|
|
|
The Companys process for identifying and reviewing invested assets for other-than temporary
impairments during any quarter includes the following: |
24
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
|
Identification and evaluation of securities that have possible indications of
other-than- temporary impairment, which includes an analysis of all investments
with gross unrealized investments losses that represent 20% or more of their cost and all
investments with an unrealized loss greater than $50. |
|
|
|
|
Review and evaluation of any other security based on the investees current
financial condition, liquidity, near-term recovery prospects, implications of rating
agency actions, the outlook for the business sectors in which the investee operates and
other factors. This evaluation is in addition to the evaluation of those securities with
a gross unrealized investment loss representing 20% or more of cost. |
|
|
|
|
Consideration of evidential matter, including an evaluation of factors or triggers
that may or may not cause individual investments to qualify as having
other-than-temporary impairments; and |
|
|
|
|
Determination of the status of each analyzed security as other-than-temporary or
not, with documentation of the rationale for the decision. |
|
|
The Company continues to review the investment portfolios under the Companys impairment
review policy. Given the current market conditions and the significant judgments involved,
there is a continuing risk that further declines in fair value may occur and additional
material other-than-temporary impairments may be recorded in future periods. |
|
|
|
Obligations of States of the United States and Political Subdivisions of the States, and
Obligations of the Commonwealth of Puerto Rico and its Instrumentalities: The unrealized
losses on the Companys investments in obligations of states of the United States and
political subdivisions of the states, and in obligations of the Commonwealth of Puerto Rico
and its instrumentalities were mainly caused by fluctuations in interest rate and general
market conditions. The contractual terms of these investments do not permit the issuer to
settle the securities at a price less than the par value of the investment. In addition, most
of these investments have investment grade ratings. Because the decline in fair value is
attributable to changes in interest rates and not credit quality; because the Company does
not intend to sell the investments and it is not more likely than not that the Company will be
required to sell the investments before recovery of their amortized cost basis, which may be
maturity; and because the Company expects to collect all contractual cash flows, these
investments are not considered other-than-temporarily impaired. |
|
|
|
Corporate Bonds: The unrealized losses of these bonds were principally caused by fluctuations
in interest rates and general market conditions. All corporate bonds included in this table
have investment grade ratings and have been in an unrealized position for less than three
months. Because the decline in estimated fair value is principally attributable to changes in
interest rate; the Company does not intend to sell the investments and its is not more likely
than not that the Company will be required to sell the investments before recovery of their
amortized cost basis, which may be maturity; and because the Company expects to collect all
contractual cash flows, these investments are not considered other-than-temporarily impaired. |
|
|
|
Residential Mortgage-Backed Securities and Collateralized Mortgage Obligations: The
unrealized losses on investments in residential mortgage-backed securities and collateralized
mortgage
obligations (CMOs) were caused by fluctuations in interest rates. The contractual cash flows
of these securities, other than private CMOs, are guaranteed by a U.S. government-sponsored
enterprise. The Company also has investments in private CMOs with amortized cost amounting to
$5,785 and $7,608 in 2010 and 2009, respectively (fair value of $6,106 and $6,701,
respectively). Any loss in these securities is determined according to the seniority level of
each tranche, with the |
25
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
least senior (or most junior), typically the unrated residual tranche, taking any initial
loss. The investment grade credit rating of our securities reflects the seniority of the
securities that the Company owns. Because the decline in fair value is attributable to
changes in interest rates and not credit quality; the Company does not intend to sell the
investments and it is not more likely than not that the Company will be required to sell the
investments before recovery of their amortized cost basis, which may be maturity; and because
the Company expects to collect all contractual cash flows, these investments are not
considered other-than-temporarily impaired. |
|
|
|
Preferred Stocks: Because the estimated fair value of this investment has experienced a
significant improvement in market value during the past year, the issuers capital ratios are
above regulatory levels, this particular instrument has a specified maturity, the issuer has
continued dividend payments on this instrument and in all of its outstanding debt instruments,
the issuer does not have the ability to call the security at a price lower than its stated
value, the Company expects to collect all contractual cash flows, the Company does not have
the intent to sell the investment, and it is not more likely than not that the Company will be
required to sell the investment before market price recovery or maturity and because the
Company expects to collect all contractual cash flows, this investments is not considered
other-than-temporarily impaired. |
|
|
|
Perpetual Preferred Stocks: Because this security has experienced a significant improvement
during the past year, the issuers capital ratios are above regulatory levels, the Company
does not have the intent to sell the investment, and the Company has the intent and ability to
hold the investments until a market price recovery, this investment is not considered
other-than-temporarily impaired. |
|
|
|
Mutual Funds: Most of the unrealized losses in the Companys investment in one fund that has
been in an unrealized loss position less than nine months. Because these funds have been in
an unrealized loss position for less than nine months, the Company does not have the intent to
sell these investment, and the Company has the ability to hold the investments until a market
price recovery, these investments are not considered other-than-temporarily impaired. |
26
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data) |
|
|
Maturities of investment securities classified as available for sale and held to
maturity were as follows at December 31, 2010: |
|
|
|
|
|
|
|
|
|
|
|
Amortized |
|
|
Estimated |
|
|
|
Cost |
|
|
Fair Value |
|
Securities available for sale |
|
|
|
|
|
|
|
|
Due in one year or less |
|
$ |
10,288 |
|
|
$ |
10,466 |
|
Due after one year through five years |
|
|
92,110 |
|
|
|
95,731 |
|
Due after five years through ten years |
|
|
203,723 |
|
|
|
213,045 |
|
Due after ten years |
|
|
358,127 |
|
|
|
368,841 |
|
Residential mortgage-backed securities |
|
|
12,560 |
|
|
|
13,360 |
|
Collateralized mortgage obligations |
|
|
271,149 |
|
|
|
276,143 |
|
|
|
|
|
|
|
|
|
|
$ |
947,957 |
|
|
$ |
977,586 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities held to maturity |
|
|
|
|
|
|
|
|
Due in one year or less |
|
$ |
1,241 |
|
|
$ |
1,241 |
|
Due after one year through five years |
|
|
9,443 |
|
|
|
9,857 |
|
Due after ten years |
|
|
3,271 |
|
|
|
3,625 |
|
Residential mortgage-backed securities |
|
|
660 |
|
|
|
701 |
|
|
|
|
|
|
|
|
|
|
$ |
14,615 |
|
|
$ |
15,424 |
|
|
|
|
|
|
|
|
|
|
Expected maturities may differ from contractual maturities because some issuers have the
right to call or prepay obligations with or without call or prepayment penalties. |
|
|
|
Investments with an amortized cost of $4,493 and $4,642 (fair value of $4,702 and 4,758) at
December 31, 2010 and 2009, respectively, were deposited with the Commissioner of Insurance
to comply with the deposit requirements of the Insurance Code of the Commonwealth of Puerto
Rico (the Insurance Code). Investment with an amortized cost of $500 and $577 (fair value of
$500 and $577) at December 31, 2010 and 2009, respectively, were deposited with the
Commissioner of Insurance of the Government of the U.S. Virgin Islands. |
27
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
Information regarding realized and unrealized gains and losses from investments for the years
ended December 31, 2010, 2009, and 2008 is as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Realized gains (losses) |
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturity securities |
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
Gross gains from sales |
|
$ |
1,947 |
|
|
$ |
5,323 |
|
|
$ |
1,876 |
|
Gross losses from sales |
|
|
(505 |
) |
|
|
(4 |
) |
|
|
(225 |
) |
Gross losses from other-than-temporary
impairments |
|
|
(95 |
) |
|
|
(1,711 |
) |
|
|
(3,872 |
) |
|
|
|
|
|
|
|
|
|
|
Total fixed maturity securities |
|
|
1,347 |
|
|
|
3,608 |
|
|
|
(2,221 |
) |
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
Trading securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Gross gains from sales |
|
|
1,083 |
|
|
|
717 |
|
|
|
3,358 |
|
Gross losses from sales |
|
|
(961 |
) |
|
|
(1,381 |
) |
|
|
(3,160 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
122 |
|
|
|
(664 |
) |
|
|
198 |
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
Gross gains from sales |
|
|
5,051 |
|
|
|
3,468 |
|
|
|
881 |
|
Gross losses from sales |
|
|
(1,086 |
) |
|
|
(391 |
) |
|
|
(176 |
) |
Gross losses from other-than-temporary
impairments |
|
|
(2,902 |
) |
|
|
(5,407 |
) |
|
|
(12,622 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,063 |
|
|
|
(2,330 |
) |
|
|
(11,917 |
) |
|
|
|
|
|
|
|
|
|
|
Total equity securities |
|
|
1,185 |
|
|
|
(2,994 |
) |
|
|
(11,719 |
) |
|
|
|
|
|
|
|
|
|
|
Net realized gains (losses) on
securities |
|
$ |
2,532 |
|
|
$ |
614 |
|
|
$ |
(13,940 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
The other-than-temporary impairments on fixed maturity securities are attributable to
credit losses. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in unrealized gains (losses) |
|
|
|
|
|
|
|
|
|
|
|
|
Recognized
in income |
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities trading |
|
$ |
5,433 |
|
|
$ |
10,497 |
|
|
$ |
(21,064 |
) |
|
|
|
|
|
|
|
|
|
|
Recognized in accumulated other
comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities available for sale |
|
|
22,014 |
|
|
|
(406 |
) |
|
|
928 |
|
Equity securities available for sale |
|
|
5,831 |
|
|
|
4,583 |
|
|
|
(5,734 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
27,845 |
|
|
$ |
4,177 |
|
|
$ |
(4,806 |
) |
|
|
|
|
|
|
|
|
|
|
Not recognized in the consolidated
financial statements |
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities held to maturity |
|
$ |
113 |
|
|
$ |
(614 |
) |
|
$ |
1,152 |
|
|
|
The deferred tax liability (asset) on unrealized gains and (losses) recognized in
accumulated other comprehensive income during the years 2010, 2009, and 2008 aggregated
$(4,243), $(638), and $854, respectively. |
28
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
As of December 31, 2010 and 2009 no individual investment in securities exceeded 10% of
stockholders equity. |
4. |
|
Net Investment Income |
|
|
|
Components of net investment income were as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31 |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Fixed maturities |
|
$ |
44,371 |
|
|
$ |
46,285 |
|
|
$ |
48,197 |
|
Equity securities |
|
|
3,452 |
|
|
|
4,077 |
|
|
|
5,451 |
|
Policy loans |
|
|
441 |
|
|
|
411 |
|
|
|
387 |
|
Cash equivalents and
interest-bearing deposits |
|
|
197 |
|
|
|
577 |
|
|
|
1,003 |
|
Other |
|
|
684 |
|
|
|
786 |
|
|
|
1,215 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
49,145 |
|
|
$ |
52,136 |
|
|
$ |
56,253 |
|
|
|
|
|
|
|
|
|
|
|
5. |
|
Premium and Other Receivables, Net |
|
|
|
Premium and other receivables, net as of December 31 were as follows: |
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Premium |
|
$ |
144,501 |
|
|
$ |
98,429 |
|
Self-funded group receivables |
|
|
73,750 |
|
|
|
70,315 |
|
FEHBP |
|
|
11,001 |
|
|
|
10,297 |
|
Agent balances |
|
|
37,262 |
|
|
|
37,888 |
|
Accrued interest |
|
|
9,781 |
|
|
|
9,287 |
|
Reinsurance recoverable |
|
|
47,342 |
|
|
|
43,951 |
|
Other |
|
|
22,177 |
|
|
|
27,999 |
|
|
|
|
|
|
|
|
|
|
|
345,814 |
|
|
|
298,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less allowance for doubtful receivables: |
|
|
|
|
|
|
|
|
Premium |
|
|
13,106 |
|
|
|
20,280 |
|
Other |
|
|
6,928 |
|
|
|
4,954 |
|
|
|
|
|
|
|
|
|
|
|
20,034 |
|
|
|
25,234 |
|
|
|
|
|
|
|
|
Premium and other receivables, net |
|
$ |
325,780 |
|
|
$ |
272,932 |
|
|
|
|
|
|
|
|
29
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
6. |
|
Deferred Policy Acquisition Costs and Value of Business Acquired |
|
|
|
The movement of deferred policy acquisition costs (DPAC) and value of business acquired (VOBA)
for the years ended December 31, 2010, 2009, and 2008 is summarized as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DPAC |
|
|
VOBA |
|
|
Total |
|
Balance, December 31, 2007 |
|
$ |
53,215 |
|
|
$ |
64,024 |
|
|
$ |
117,239 |
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
49,470 |
|
|
|
|
|
|
|
49,470 |
|
VOBA interest at an average rate of 5.40% |
|
|
|
|
|
|
3,425 |
|
|
|
3,425 |
|
Amortization |
|
|
(33,442 |
) |
|
|
(10,345 |
) |
|
|
(43,787 |
) |
|
|
|
|
|
|
|
|
|
|
Net change |
|
|
16,028 |
|
|
|
(6,920 |
) |
|
|
9,108 |
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2008 |
|
|
69,243 |
|
|
|
57,104 |
|
|
|
126,347 |
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
55,632 |
|
|
|
|
|
|
|
55,632 |
|
VOBA interest at an average rate of 5.29% |
|
|
|
|
|
|
3,066 |
|
|
|
3,066 |
|
Amortization |
|
|
(35,923 |
) |
|
|
(9,205 |
) |
|
|
(45,128 |
) |
|
|
|
|
|
|
|
|
|
|
Net change |
|
|
19,709 |
|
|
|
(6,139 |
) |
|
|
13,570 |
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2009 |
|
|
88,952 |
|
|
|
50,965 |
|
|
|
139,917 |
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
54,247 |
|
|
|
|
|
|
|
54,247 |
|
VOBA interest at an average rate of 5.24% |
|
|
|
|
|
|
2,752 |
|
|
|
2,752 |
|
Amortization |
|
|
(42,324 |
) |
|
|
(8,506 |
) |
|
|
(50,830 |
) |
|
|
|
|
|
|
|
|
|
|
Net change |
|
|
11,923 |
|
|
|
(5,754 |
) |
|
|
6,169 |
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2010 |
|
$ |
100,875 |
|
|
$ |
45,211 |
|
|
$ |
146,086 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The amortization expense of the deferred policy acquisition costs and value of business acquired
is included within the operating expenses in the accompanying consolidated statement of
earnings. |
|
|
The estimated amount of the year-end VOBA balance expected to be amortized during the next five
years is as follows: |
|
|
|
|
|
Year ending December 31: |
|
|
|
|
2011 |
|
$ |
7,404 |
|
2012 |
|
|
6,602 |
|
2013 |
|
|
5,895 |
|
2014 |
|
|
5,184 |
|
2015 |
|
|
4,561 |
|
30
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
7. |
|
Property and Equipment, Net |
|
|
|
Property and equipment, net as of December 31 are composed of the following: |
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Land |
|
$ |
7,309 |
|
|
$ |
7,309 |
|
Buildings and leasehold improvements |
|
|
45,472 |
|
|
|
45,034 |
|
Office furniture and equipment |
|
|
14,401 |
|
|
|
16,821 |
|
Computer equipment and software |
|
|
89,266 |
|
|
|
69,652 |
|
Automobiles |
|
|
525 |
|
|
|
513 |
|
|
|
|
|
|
|
|
|
|
|
156,973 |
|
|
|
139,329 |
|
|
|
|
|
|
|
|
|
|
Less accumulated depreciation and amortization |
|
|
80,228 |
|
|
|
70,526 |
|
|
|
|
|
|
|
|
Property and equipment, net |
|
$ |
76,745 |
|
|
$ |
68,803 |
|
|
|
|
|
|
|
|
8. |
|
Acquired Intangible Asset |
|
|
|
On July 1, 2009, the Company, through TSS, entered into an Asset Purchase Agreement (the
Agreement) to acquire certain managed care assets of La Cruz Azúl de Puerto Rico, Inc. (LCA)
in Puerto Rico and the U.S. Virgin Islands on such date, generating an intangible asset.
Such intangible asset, net as of December 31, 2010 and 2009 amounted to $3.9 and $5.6
million, respectively, and is included within other assets in the accompanying consolidated
balance sheets. Amortization expense recorded during 2010 and 2009 amounted to $3.6 and $1.3
million. The intangible asset is amortized over the expected life of the acquired assets,
which is estimated between 1 and 6 years. The Company may be required to make additional
payments depending upon certain conditions as defined in the Agreement, which would have the
effect of increasing the intangible asset. |
|
9. |
|
Fair Value Measurements |
|
|
|
Assets recorded at fair value in the consolidated balance sheets are categorized based upon
the level of judgment associated with the inputs used to measure their fair value. Level
inputs are as follows: |
|
Level Input: Input Definition: |
|
|
Level 1 |
|
Inputs are unadjusted, quoted prices for identical assets or
liabilities in active markets at the measurement date. |
|
|
Level 2 |
|
Inputs other than quoted prices included in Level 1 that are observable for
the asset or liability through corroboration with market data at the measurement date. |
|
|
Level 3 |
|
Unobservable inputs that reflect managements best estimate of what market
participants would use in pricing the asset or liability at the measurement date. |
|
|
The Company uses observable inputs when available. Fair value is based upon quoted market
prices when available. If market prices are not available, the Company employs
internally-developed models that primarily use market-based inputs including yield curves,
interest rates, volatilities, and credit curves, among others. The Company limits valuation
adjustments to those |
31
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
deemed necessary to ensure that the security or derivatives fair value adequately represents
the price that would be received or paid in the marketplace. Valuation adjustments may
include consideration of counterparty credit quality and liquidity as well as other criteria.
The estimated fair value amounts are subjective in nature and may involve uncertainties and
matters of significant judgment for certain financial instruments. Changes in the underlying
assumptions used in estimating fair value could affect the results. The fair value
measurement levels are not indicative of risk of investment. The following table summarizes
fair value measurements by level at December 31, 2010 and 2009 for assets measured at fair
value on a recurring basis: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Equity securities held for trading |
|
$ |
51,099 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
51,099 |
|
Securities available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of government-sponsored
enterprises |
|
|
|
|
|
|
131,385 |
|
|
|
|
|
|
|
131,385 |
|
U.S. Treasury securities and obligations
of U.S. government instrumentalities |
|
|
52,878 |
|
|
|
|
|
|
|
|
|
|
|
52,878 |
|
Obligations of the Commonwealth of
Puerto Rico and its instrumentalities |
|
|
|
|
|
|
120,624 |
|
|
|
|
|
|
|
120,624 |
|
Municipal securities |
|
|
|
|
|
|
273,564 |
|
|
|
|
|
|
|
273,564 |
|
Corporate Bonds |
|
|
|
|
|
|
109,632 |
|
|
|
|
|
|
|
109,632 |
|
Residential agency mortgage-backed
securities |
|
|
|
|
|
|
13,360 |
|
|
|
|
|
|
|
13,360 |
|
Collaterized mortgage obligations |
|
|
|
|
|
|
276,143 |
|
|
|
|
|
|
|
276,143 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities |
|
|
52,878 |
|
|
|
924,708 |
|
|
|
|
|
|
|
977,586 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stocks |
|
|
4,331 |
|
|
|
|
|
|
|
|
|
|
|
4,331 |
|
Preferred stocks |
|
|
3,629 |
|
|
|
|
|
|
|
|
|
|
|
3,629 |
|
Perpetual preferred stocks |
|
|
906 |
|
|
|
|
|
|
|
|
|
|
|
906 |
|
Mutual funds |
|
|
27,858 |
|
|
|
18,971 |
|
|
|
1,044 |
|
|
|
47,873 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity securities |
|
|
36,724 |
|
|
|
18,971 |
|
|
|
1,044 |
|
|
|
56,739 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives (reported within other assets in
the consolidated balance sheets) |
|
|
|
|
|
|
748 |
|
|
|
|
|
|
|
748 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
140,701 |
|
|
$ |
944,427 |
|
|
$ |
1,044 |
|
|
$ |
1,086,172 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Equity securities held for trading |
|
$ |
43,909 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
43,909 |
|
Securities available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of government-sponsored
enterprises |
|
|
|
|
|
|
251,428 |
|
|
|
|
|
|
|
251,428 |
|
U.S. Treasury securities and obligations
of U.S. government instrumentalities |
|
|
51,338 |
|
|
|
|
|
|
|
|
|
|
|
51,338 |
|
Obligations of the Commonwealth of
Puerto Rico and its instrumentalities |
|
|
|
|
|
|
155,948 |
|
|
|
|
|
|
|
155,948 |
|
Municipal securities |
|
|
|
|
|
|
106,707 |
|
|
|
|
|
|
|
106,707 |
|
Corporate Bonds |
|
|
|
|
|
|
105,365 |
|
|
|
|
|
|
|
105,365 |
|
Residential agency mortgage-backed
securities |
|
|
|
|
|
|
17,281 |
|
|
|
|
|
|
|
17,281 |
|
Collaterized mortgage obligations |
|
|
|
|
|
|
230,910 |
|
|
|
|
|
|
|
230,910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities |
|
|
51,338 |
|
|
|
867,639 |
|
|
|
|
|
|
|
918,977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stocks |
|
|
7,509 |
|
|
|
|
|
|
|
|
|
|
|
7,509 |
|
Preferred stocks |
|
|
2,675 |
|
|
|
|
|
|
|
|
|
|
|
2,675 |
|
Perpetual preferred stocks |
|
|
2,579 |
|
|
|
|
|
|
|
|
|
|
|
2,579 |
|
Mutual funds |
|
|
6,961 |
|
|
|
44,190 |
|
|
|
775 |
|
|
|
51,926 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity securities |
|
|
19,724 |
|
|
|
44,190 |
|
|
|
775 |
|
|
|
64,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives (reported within other assets in
the consolidated balance sheets) |
|
|
|
|
|
|
1,608 |
|
|
|
|
|
|
|
1,608 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
114,971 |
|
|
$ |
913,437 |
|
|
$ |
775 |
|
|
$ |
1,029,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
A reconciliation of the beginning and ending balances of assets measured at fair value
on a recurring basis using significant unobservable inputs (Level 3) for the years ended
December 31, 2010 and 2009 is as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed |
|
|
|
|
|
|
|
|
|
Maturity |
|
|
Equity |
|
|
|
|
|
|
Securities |
|
|
Securities |
|
|
Total |
|
Begining balance December 31, 2008 |
|
$ |
1,281 |
|
|
$ |
1,086 |
|
|
$ |
2,367 |
|
Total gains or losses: |
|
|
|
|
|
|
|
|
|
|
|
|
Realized in earnings |
|
|
(1,281 |
) |
|
|
|
|
|
|
(1,281 |
) |
Unrealized in other accumulated
comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases and sales |
|
|
|
|
|
|
(1,086 |
) |
|
|
(1,086 |
) |
Transfers in and/or out of Level 3 |
|
|
|
|
|
|
775 |
|
|
|
775 |
|
|
|
|
|
|
|
|
|
|
|
Ending balance December 31, 2009 |
|
$ |
|
|
|
$ |
775 |
|
|
$ |
775 |
|
|
|
|
|
|
|
|
|
|
|
Total gains or losses: |
|
|
|
|
|
|
|
|
|
|
|
|
Realized in earnings |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized in other accumulated
comprehensive income |
|
|
|
|
|
|
(299 |
) |
|
|
(299 |
) |
Purchases and sales |
|
|
|
|
|
|
568 |
|
|
|
568 |
|
Transfers in and/or out of Level 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance December 31, 2010 |
|
$ |
|
|
|
$ |
1,044 |
|
|
$ |
1,044 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized gains or losses on Level 3 investments are included within net realized gains,
excluding other-than-temporary impairment losses on securities in the consolidated statements
of earnings. |
34
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
10. |
|
Claim Liabilities |
|
|
|
The activity in claim liabilities during 2010, 2009, and 2008 is as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Claim liabilities at beginning of year |
|
$ |
360,446 |
|
|
$ |
323,710 |
|
|
$ |
353,830 |
|
Reinsurance recoverable on claim liabilities |
|
|
(30,712 |
) |
|
|
(30,432 |
) |
|
|
(54,834 |
) |
|
|
|
|
|
|
|
|
|
|
Net claim liabilities at beginning of year |
|
|
329,734 |
|
|
|
293,278 |
|
|
|
298,996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Claims incurred |
|
|
|
|
|
|
|
|
|
|
|
|
Current period insured events |
|
|
1,594,977 |
|
|
|
1,594,814 |
|
|
|
1,429,730 |
|
Prior period insured events |
|
|
(10,067 |
) |
|
|
(1,887 |
) |
|
|
(9,918 |
) |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,584,910 |
|
|
|
1,592,927 |
|
|
|
1,419,812 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments of losses and loss-adjustment
expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Current period insured events |
|
|
1,316,321 |
|
|
|
1,309,304 |
|
|
|
1,192,301 |
|
Prior period insured events |
|
|
269,562 |
|
|
|
247,167 |
|
|
|
233,229 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,585,883 |
|
|
|
1,556,471 |
|
|
|
1,425,530 |
|
|
|
|
|
|
|
|
|
|
|
Net claim liabilities at end of year |
|
|
328,761 |
|
|
|
329,734 |
|
|
|
293,278 |
|
Reinsurance recoverable on claim liabilities |
|
|
31,449 |
|
|
|
30,712 |
|
|
|
30,432 |
|
|
|
|
|
|
|
|
|
|
|
Claim liabilities at end of year |
|
$ |
360,210 |
|
|
$ |
360,446 |
|
|
$ |
323,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
As a result of differences between actual amounts and estimates of insured events in
prior years, the amounts included as incurred claims for prior period insured events differ
from anticipated claims incurred. |
|
|
|
The credits in the claims incurred and loss-adjustment expenses for prior period insured
events for 2010, 2009 and 2008 are due primarily to better than expected utilization trends.
Reinsurance recoverable on unpaid claims is reported as premium and other receivables, net in
the accompanying consolidated financial statements. |
|
|
|
The claims incurred disclosed in this table exclude the
portion of the change in the liability for future
policy benefits amounting to $11,879, $12,945, and $11,989 that is
included within the consolidated claims incurred during the years ended December
31, 2010, 2009 and 2008, respectively. |
|
11. |
|
Federal Employees Health Benefits Program (FEHBP) |
|
|
|
TSS entered into a contract, renewable annually, with the Office of Personnel Management
(OPM) as authorized by the Federal Employees Health Benefits Act of 1959, as amended, to
provide health benefits under the FEHBP. The FEHBP covers postal and federal employees
residing in the
Commonwealth of Puerto Rico and the United States Virgin Islands as well as retirees and
eligible dependents. The FEHBP is financed through a negotiated contribution made by the
federal government and employees payroll deductions. |
|
|
|
The accounting policies for the FEHBP are the same as those described in the Companys
summary of significant accounting policies. Premium rates are determined annually by TSS and
approved by the federal government. Claims are paid to providers based on the guidelines |
35
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
determined by the federal government. Operating expenses are allocated from TSSs operations
to the FEHBP based on applicable allocation guidelines (such as, the number of claims
processed for each program). |
|
|
|
The operations of the FEHBP do not result in any excess or deficiency of revenue or expense
as this program has a special account available to compensate any excess or deficiency on its
operations to the benefit or detriment of the federal government. Any transfer to/from the
special account necessary to cover any excess or deficiency in the operations of the FEHBP is
recorded as a reduction/increment to the premiums earned. The contract with OPM provides
that the cumulative excess of the FEHBP earned income over health benefits charges and
expenses represents a restricted fund balance denoted as the special account. Upon
termination of the contract and satisfaction of all the FEHBPs obligations, any unused
remainder of the special reserve would revert to the Federal Employees Health Benefit Fund.
In the event that the contract terminates and the special reserve is not sufficient to meet
the FEHBPs obligations, the FEHBP contingency reserve will be used to meet such obligations.
If the contingency reserve is not sufficient to meet such obligations, the Company is at
risk for the amount not covered by the contingency reserve. |
|
|
|
The contract with OPM allows for the payment to the Company of service fees as negotiated
between TSS and OPM. Service fees, which are included within the other income (expense), net
in the accompanying consolidated statements of earnings, for each of the years in the
three-year period ended December 31, 2010 amounted to $998, $988, and $931, respectively. |
|
|
|
The Company also has funds available related to the FEHBP amounting to $28,093 and $22,797 as
of December 31, 2010 and 2009, respectively and are included within the cash and cash
equivalents in the accompanying consolidated balance sheets. Such funds must only be used to
cover health benefits charges, administrative expenses and service charges required by the
FEHBP. |
|
|
|
A contingency reserve is maintained by the OPM at the U.S. Treasury, and is available to the
Company under certain conditions as specified in government regulations. Accordingly, such
reserve is not reflected in the accompanying consolidated balance sheets. The balance of
such reserve as of December 31, 2010 and 2009 was $28,092 and $20,483, respectively. The
Company received $5,161, $6,343, and $2,540, of payments made from the contingency reserve
fund of OPM during 2010, 2009, and 2008, respectively. |
|
|
|
The claim payments and operating expenses charged to the FEHBP are subject to audit by the
U.S. government. Management is of the opinion that an adjustment, if any, resulting from
such audits will not have a significant effect on the accompanying financial statements. The
claim payments and operating expenses reimbursed in connection with the FEHBP have been
audited through 2004 by OPM. |
|
12. |
|
Short-Term Borrowings |
|
|
|
Short-term borrowings of $15,575 at December 31, 2010 represent securities sold under
agreements to repurchase. The agreement outstanding at December 31, 2010 matured in January
3, 2011 and accrued interest at fixed rate of 0.50%. The weighted average interest rate for
short-term borrowings in 2010 amounted to 0.38%. |
|
|
|
The investment securities underlying such agreements were delivered to the dealers with whom
the agreements were transacted. The dealers may have sold, loaned, or otherwise disposed of
such |
36
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
securities in the normal course of business operations, but have agreed to resell to the
Company substantially the same securities on the maturity dates of the agreements. |
|
|
|
At December 31, 2010 investment securities available for sale with fair value of $16,199 (face
value of $14,630) were pledged as collateral under these agreements. |
|
13. |
|
Long-Term Borrowings |
|
|
|
A summary of the borrowings entered by the Company at December 31, 2010 and 2009 is as
follows: |
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Senior unsecured notes payable of $50,000 issued on
September 2004; due September 2019. Interest is
payable semiannually at a fixed rate of 6.30%. |
|
$ |
50,000 |
|
|
$ |
50,000 |
|
Senior unsecured notes payable of $60,000 issued on
December 2005; due December 2020. Interest is
payable monthly at a fixed rate of 6.60%. |
|
|
35,000 |
|
|
|
60,000 |
|
Senior unsecured notes payable of $35,000 issued on
January 2006; due January 2021. Interest is payable
monthly at a fixed rate of 6.70%. |
|
|
35,000 |
|
|
|
35,000 |
|
Secured loan payable of $41,000, payable in monthly
installments of $137 through July 1, 2024, plus
interest at a rate reset periodically of 100 basis
points over selected LIBOR maturity (which was
1.29% and 1.28% at December 31, 2010,
and 2009, respectively). |
|
|
21,027 |
|
|
|
22,667 |
|
Repurchase agreement of
$25.0 million entered on
November 2010, due November 2015. Interest is
payable quarterly at a fixed rate of 1.96%. |
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Total borrowings |
|
$ |
166,027 |
|
|
$ |
167,667 |
|
|
|
|
|
|
|
|
|
|
Aggregate maturities of the Companys borrowings as of December 31, 2010 are summarized
as follows: |
|
|
|
|
|
Year ending December 31 |
|
|
|
|
2011 |
|
$ |
1,640 |
|
2012 |
|
|
1,640 |
|
2013 |
|
|
1,640 |
|
2014 |
|
|
1,640 |
|
2015 |
|
|
26,640 |
|
Thereafter |
|
|
132,827 |
|
|
|
|
|
|
|
$ |
166,027 |
|
|
|
|
|
|
|
All of the Companys senior notes may be prepaid at par, in total or partially, five
years after issuance as determined by the Company. The Companys senior unsecured notes
contain certain |
37
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
non- financial covenants with which TSS and the Company have complied with at
December 31, 2010. On October 1, 2010 we repaid $25.0 million of the principal of 6.60%
senior unsecured note. |
|
|
|
Debt issuance costs related to each of the Companys senior unsecured notes were deferred and
are being amortized over the term of its respective senior note. Unamortized debt issuance
costs related to these senior unsecured notes as of December 31, 2010 and 2009 amounted to
$781 and $1,041, respectively and are included within other assets in the accompanying
consolidated balance sheets. |
|
|
|
The secured loan payable previously described is guaranteed by a first position held by the
bank on the Companys land, building, and substantially all leasehold improvements, as
collateral for the term of the loan under a continuing general security agreement. This
secured loan contains certain non-financial covenants, which are customary for this type of
facility, including but not limited to, restrictions on the granting of certain liens,
limitations on acquisitions and limitations on changes in control. |
|
|
|
The repurchase agreement has pledged as collateral investment securities available for sale
with fair value of $28,453 (face value of $23,918). The investment securities underlying
such agreements were delivered to the financial institution with whom the agreement was
transacted. The dealers may have loaned, or used as collateral securities in the normal
course of business operations. We maintain effective control over the investment securities
pledged as collateral and accordingly, such securities continue to be carried on the
accompanying consolidated balance sheets. |
|
|
|
Interest expense on the above borrowings amounted to $9,210, $9,870, and $10,451, for the
years ended December 31, 2010, 2009, and 2008, respectively. |
|
14. |
|
Derivative Instruments and Hedging Activities |
|
|
|
By using derivative financial instruments the Company exposes itself to credit risk and
market risk. Credit risk is the failure of the counterparty to perform under the terms of
the derivative contract. When the fair value of a derivative contract is positive, the
counterparty is obligated to the Company, which creates credit risk for the Company. When
the fair value of a derivative contract
is negative, the Company owes the counterparty and, therefore, it does not possess credit
risk. The Company minimizes the credit risk in derivative instruments by entering into
transactions with high-quality counterparties. |
|
|
|
Market risk is the adverse effect on the value of a financial instrument that results from a
change in interest rates, currency exchange rates, commodity prices, or market indexes. The
market risk associated with derivative instruments is managed by establishing and monitoring
parameters that limit the types and degree of market risk that may be undertaken. |
|
|
|
The Company has invested in certain derivative instruments in order to diversify its
investment in securities and participate in the foreign stock market. |
|
|
|
During 2005 the Company invested in two structured note agreements amounting to $5,000 each,
maturing in May 25, 2012, where the interest income received is linked to the performance of
the Dow Jones Euro STOXX 50 and Nikkei 225 Equity Indexes (the Indexes). Under these
agreements the principal invested by the Company is protected, the only amount that varies
according to the performance of the Indexes is the interest to be received upon the maturity
of the instruments. Should the Indexes experience a negative performance during the holding
period of |
38
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
the structured notes, no interest will be received. The contingent interest
payment component within the structured note agreements meets the definition of an embedded
derivative. In accordance with the provisions of current accounting guidance, the embedded
derivative component of the structured notes is separated from the structured notes and
accounted for separately as a derivative instrument. |
|
|
|
The changes in the fair value of the embedded derivative component are recorded as gains or
losses in earnings in the period of change. During the years ended December 31, 2010, 2009
and 2008 the Company recorded a loss associated with the change in the fair value of this
derivative component of $859, $66, and $4,658, respectively. The change in the fair value of
the embedded derivative component is included within the other income, net in the
accompanying consolidated statement of earnings. |
|
|
|
As of December 31, 2010 and 2009, the fair value of the derivative component of the
structured notes amounted to $748, and $1,608, respectively, and is included within the
Companys other assets in the accompanying consolidated balance sheets. The investment
component of the structured notes is accounted for as held-to-maturity debt securities and is
included within the investment in securities in the accompanying consolidated balance sheets.
As of December 31, 2010 the fair value and amortized cost of the investment component of
both structured notes amounted to $9,857, and $9,443, respectively. As of December 31, 2009
the fair value and amortized cost of the investment component of both structured notes
amounted to $9,597 and $9,063, respectively. |
|
15. |
|
Agency Contract and Expense Reimbursement |
|
|
|
TSS processed and paid claims as fiscal intermediary for the Medicare Part B Program until
February 2009, the contract termination date. TSS was reimbursed for administrative expenses
incurred in performing this service. For the years ended December 31, 2010, 2009, and 2008,
TSS billed $21, $1,842, and $8,678, respectively, for such services, which are deducted from
operating expenses in the accompanying consolidated statements of earnings. |
|
|
|
The operating expense reimbursements in connection with processing Medicare claims have been
audited through 2005 by federal government representatives. Management is of the opinion that
no significant adjustments will be made affecting cost reimbursements through December 31,
2010. |
|
|
|
On September 12, 2008, the Centers for Medicare and Medicaid Services (CMS) announced that
First Coast Service Options (FCSO), a non-affiliated third party organization based in
Jacksonville, Florida, was awarded the Medicare Administrative Contract (MAC) for Jurisdiction
9 (Florida, Puerto Rico and the U.S. Virgin Islands). FCSO proposed TSS as a subcontractor in
MAC Jurisdiction 9 to perform certain provider customer service functions, subject to terms
and conditions negotiated between FSCO and TSS. Pursuant to this, TSS
billed $2,829
and $2,650 for performing the customer service functions during the years ended December 31,
2010 and 2009, respectively. |
39
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
16. |
|
Reinsurance Activity |
|
|
|
The effect of reinsurance on premiums earned and claims incurred is as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums Earned |
|
|
Claims Incurred(1) |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Gross |
|
$ |
1,981,700 |
|
|
$ |
1,950,097 |
|
|
$ |
1,777,652 |
|
|
$ |
1,611,289 |
|
|
$ |
1,611,675 |
|
|
$ |
1,439,933 |
|
Ceded |
|
|
(80,600 |
) |
|
|
(81,013 |
) |
|
|
(85,308 |
) |
|
|
(26,379 |
) |
|
|
(18,748 |
) |
|
|
(20,121 |
) |
Net |
|
$ |
1,901,100 |
|
|
$ |
1,869,084 |
|
|
$ |
1,692,344 |
|
|
$ |
1,584,910 |
|
|
$ |
1,592,927 |
|
|
$ |
1,419,812 |
|
|
|
|
(1) |
|
The claims incurred disclosed in this table exclude the
portion of the change in the
liability for future policy benefits amounting to $11,879, $12,945,
and $11,989 that is included within the consolidated claims incurred during
the years ended December 31, 2010, 2009 and 2008, respectively. |
|
|
TSS, TSP and TSV, in accordance with general industry practices, annually purchase
reinsurance to protect them from the impact of large unforeseen losses and prevent sudden and
unpredictable changes in net income and stockholders equity of the Company. Reinsurance
contracts do not relieve any of the subsidiaries from their obligations to policyholders. In
the event that all or any of the reinsuring companies might be unable to meet their
obligations under existing reinsurance agreements, the subsidiaries would be liable for such
defaulted amounts. During 2010, 2009 and 2008 TSP placed 14.37%, 13.53%, and 11.84% of its
reinsurance business with one reinsurance company. |
|
|
|
TSS has two excess of loss reinsurance treaties whereby it cedes a portion of its premiums to
third parties. Reinsurance contracts are primarily for periods of one year, and are subject
to modifications and negotiations in each renewal date. Premiums ceded under these contracts
amounted to $11,206, $7,341, and $5,623 in 2010, 2009 and 2008, respectively. Claims ceded
amounted to $9,519, $3,870, and $8,407 in 2010, 2009 and 2008, respectively. Principal
reinsurance agreements are as follows: |
|
|
|
Organ transplant excess of loss treaty covering 100% of the claims up to a maximum of
$1,000 per person, per life. |
|
|
|
|
Routine medical care excess of loss treaty covering 100% of claims from the amount of
$100 and up to a maximum of $900 per covered person, per contract year. |
|
|
TSP has a number of pro rata and excess of loss reinsurance treaties whereby the subsidiary
retains for its own account all loss payments for each occurrence that does not exceed the
stated amount in the agreements and a catastrophe cover, whereby it protects itself from a
loss or disaster of a catastrophic nature. Under these treaties, TSP ceded premiums of
$63,746, $67,541, and $72,115, in 2010, 2009, and 2008, respectively. |
|
|
|
Reinsurance cessions are made on excess of loss and on a proportional basis. Principal
reinsurance agreements are as follows: |
|
|
|
Property quota share treaty covering for a maximum of $20,000 for any one risk.
Under this treaty 32% of the risk is ceded to reinsurers. The remaining exposure is
covered by a |
40
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
property per risk excess of loss treaty that provides reinsurance in excess
of $500 up to a maximum of $10,000, or the remaining 68% for any one risk. In addition,
TSP has an additional property catastrophe excess of loss contract that provides
protection for losses in excess of $8,000 resulting from any catastrophe, subject to a
maximum loss of $10,000. |
|
|
|
Personal property catastrophe excess of loss. This treaty provides protection for
losses in excess of $5,000 resulting from any catastrophe, subject to a maximum loss of
$80,000. |
|
|
|
Commercial property catastrophe excess of loss. This treaty provides protection for
losses in excess of $5,000 resulting from any catastrophe, subject to a maximum loss of
$205,000. |
|
|
|
Property catastrophe excess of loss. This treaty provides protection for $185,000 in
excess of $80,000 and $205,000 with respect to personal and commercial lines,
respectively, resulting from any catastrophe, subject to a maximum loss of $160,000 in
respect of the ceded portion of the Commercial Lines Quota Share. |
|
|
|
Personal lines quota share. This treaty provides protection of 2.3% on all ground-up
losses, subject to a limit of $1,000 for any one risk. |
|
|
|
Reinstatement premium protection. This treaty provides a maximum limit of
approximately $5,000 for personal lines and $13,800 in commercial lines to cover the
necessity of reinstating the catastrophe program in the event it is activated. |
|
|
|
Casualty excess of loss treaty. This treaty provides reinsurance for losses in
excess of $225 up to a maximum of $12,000. |
|
|
|
Medical malpractice excess of loss. This treaty provides reinsurance in excess of
$150 up to a maximum of $1,500 per incident. |
|
|
|
Builders risk quota share and first surplus covering contractors risk. This treaty
provides protection on a 20/80 quota share basis for the initial $2,500 and a first
surplus of $10,000 for a maximum of $12,000 for any one risk. |
|
|
|
Surety quota share treaty covering contract and miscellaneous surety bond business.
This treaty provides reinsurance of up to $5,000 for contract surety bonds, subject to
an aggregate of $10,000 per contractor and $3,000 per miscellaneous surety bond. |
Facultative reinsurance is obtained when coverage per risk is required. All principal
reinsurance contracts are for a period of one year, on a calendar basis, and are subject to
modifications and negotiations in each renewal.
The ceded unearned reinsurance premiums on TSP arising from these reinsurance transactions
amounted to $13,264, and $16,746 at December 31, 2010 and 2009, respectively, and are
reported as other assets in the accompanying consolidated balance sheets.
TSV also cedes insurance with various reinsurance companies under a number of pro rata,
excess of loss and catastrophe treaties. Under these treaties, TSV ceded premiums of $5,648,
$6,131, and $7,570, in 2010, 2009, and 2008, respectively. Principal reinsurance agreements
are as follows:
41
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
|
Group life pro rata agreement, reinsuring 50% of the risk up to $250 on the life of
any participating individual of certain groups insured. This contract was cancelled on
June 30, 2009. |
|
|
|
|
Group life insurance facultative agreement, reinsuring risk in excess of $25 of
certain group life policies and a combined pro rata and excess of loss agreement
effective July 1, 2008, reinsuring 50% of the risk up to $200 and ceding the excess. |
|
|
|
|
Group life insurance facultative excess of loss agreements in which TSV retains a
portion of the losses on the life of any participating individual of certain groups
insured. Any excess will be recovered from the reinsurer. This agreement provides for
various retentions ($25, $50 and $75) of the losses. The contract was cancelled during
December 2009. |
|
|
|
|
Facultative pro rata agreements for the long-term disability insurance, reinsuring
65% of the risk. |
|
|
|
|
Accidental death catastrophic reinsurance covering each and every accident arising
out of one event or occurrence resulting in the death or dismemberment of five or more
persons. The retention for each event is $250 with a maximum of $1,000 for each event
and $2,000 per year. |
|
|
|
|
Several reinsurance agreements, mostly on an excess of loss basis up to a maximum
retention of $50. For certain new life products that have been issued after 1999, the
retention limit is $175. |
17. |
|
Income Taxes |
|
|
|
Under Puerto Rico income tax law, the Company is not allowed to file consolidated tax returns
with its subsidiaries. The Company and its subsidiaries are subject to Puerto Rico income
taxes. The Companys insurance subsidiaries are also subject to U.S. federal income taxes for
foreign source dividend income. As of December 31, 2010, tax years 2005 through 2010 of the
Company and its subsidiaries are subject to examination by Puerto Rico taxing authorities. |
|
|
|
TSS and TSP are taxed essentially the same as other corporations, with taxable income
primarily determined on the basis of the statutory annual statements filed with the insurance
regulatory authorities. Also, operations are subject to an alternative minimum income tax,
which is calculated based on the formula established by existing tax laws. Any alternative
minimum income tax paid may be used as a credit against the excess, if any, of regular income
tax over the alternative minimum income tax in future years. |
|
|
|
TSV operates as a qualified domestic life insurance company and is subject to the alternative
minimum tax and taxes on its capital gains. |
|
|
|
Federal income taxes recognized by the Companys insurance subsidiaries amounted to
approximately $97, $125, and $112, in 2010, 2009, and 2008, respectively. |
|
|
|
TSM, TC, and ISI are subject to Puerto Rico income taxes as a regular corporation, as defined
in the P.R. Internal Revenue Code, as amended. |
42
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
On July 10, 2009 the Governor of Puerto Rico signed into law Puerto Ricos Act No. 37, which
requires certain corporations to pay a 5% additional special tax over the tax obligation
through December 31, 2011. The effective tax rate includes the additional special tax, as
enacted. |
|
|
|
Recently, the Government of Puerto Rico adopted a comprehensive tax reform in two phases.
The first phase of the tax reform was enacted in the last quarter of 2010 and was mostly
related to reducing the income tax burden to individuals. In 2010 only, corporations
received an income tax credit amounting to 7% of the tax determined, defined as the tax
liability less certain credits. The second phase of the reform, which was approved on January
31, 2011, provides for the reduction of the maximum corporate income tax rate from 40.95% to
approximately 30%, including the elimination of the above mentioned 5% additional special tax
for corporations, as well as adding several tax credits and deductions, among other tax
reliefs and changes. |
|
|
|
The income tax expense differs from the amount computed by applying the Puerto Rico statutory
income tax rate to the income before income taxes as a result of the following: |
43
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Income before taxes |
|
$ |
84,203 |
|
|
$ |
83,651 |
|
|
$ |
31,944 |
|
Statutory tax rate |
|
|
40.95 |
% |
|
|
40.95 |
% |
|
|
39.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense at statutory rate |
|
|
34,481 |
|
|
|
34,255 |
|
|
|
12,458 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in taxes resulting from |
|
|
|
|
|
|
|
|
|
|
|
|
Exempt interest income |
|
|
(11,955 |
) |
|
|
(13,201 |
) |
|
|
(13,561 |
) |
Effect of taxing life insurance operations
as a qualified domestic life insurance
company instead of as a regular
corporation |
|
|
(5,336 |
) |
|
|
(4,759 |
) |
|
|
(1,336 |
) |
Effect of using earnings under statutory
accounting principles instead of
GAAP for TSS and TSP |
|
|
(1,430 |
) |
|
|
(3,089 |
) |
|
|
6,406 |
|
Effect of taxing capital gains at a
preferential rate |
|
|
907 |
|
|
|
446 |
|
|
|
(237 |
) |
Dividends received deduction |
|
|
(221 |
) |
|
|
(262 |
) |
|
|
(810 |
) |
Adjustment to deferred tax assets and
liabilities for changes in effective
tax rates |
|
|
|
|
|
|
(239 |
) |
|
|
|
|
Other adjustments to deferred tax
assets and liabilities |
|
|
(132 |
) |
|
|
(771 |
) |
|
|
(300 |
) |
Tax credit benefit |
|
|
(1,569 |
) |
|
|
(2,386 |
) |
|
|
(1,286 |
) |
Other permanent disallowances, net: |
|
|
|
|
|
|
|
|
|
|
|
|
Effect of capital gains preferential rate on
impairments |
|
|
|
|
|
|
1,385 |
|
|
|
2,916 |
|
Disallowance of expenses related to exempt
interest income |
|
|
1,115 |
|
|
|
871 |
|
|
|
1,792 |
|
Disallowed interest expense |
|
|
597 |
|
|
|
730 |
|
|
|
1,014 |
|
Other |
|
|
423 |
|
|
|
1,404 |
|
|
|
(158 |
) |
|
|
|
|
|
|
|
|
|
|
Total other permanent differences |
|
|
2,135 |
|
|
|
4,390 |
|
|
|
5,564 |
|
|
|
|
|
|
|
|
|
|
|
Other adjustments |
|
|
522 |
|
|
|
487 |
|
|
|
256 |
|
|
|
|
|
|
|
|
|
|
|
Total Income Tax Expense |
|
$ |
17,402 |
|
|
$ |
14,871 |
|
|
$ |
7,154 |
|
|
|
|
|
|
|
|
|
|
|
44
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
Deferred income taxes reflect the tax effects of temporary differences between carrying
amounts of assets and liabilities for financial reporting purposes and income tax purposes.
The net deferred tax asset at December 31, 2010 and 2009 of the Company and its subsidiaries
is composed of the following: |
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Deferred tax assets |
|
|
|
|
|
|
|
|
Allowance for doubtful receivables |
|
$ |
7,679 |
|
|
$ |
9,869 |
|
Liability for pension benefits |
|
|
17,443 |
|
|
|
13,161 |
|
Employee benefits plan |
|
|
2,509 |
|
|
|
3,142 |
|
Postretirement benefits |
|
|
1,434 |
|
|
|
1,668 |
|
Deferred compensation |
|
|
2,185 |
|
|
|
1,952 |
|
Accumulated depreciation |
|
|
289 |
|
|
|
312 |
|
Impairment loss on investments |
|
|
2,891 |
|
|
|
3,654 |
|
Contingency reserves |
|
|
214 |
|
|
|
214 |
|
Share-based compensation |
|
|
10 |
|
|
|
592 |
|
Unrealized loss on derivative instruments |
|
|
175 |
|
|
|
89 |
|
Alternative minimum income tax credit |
|
|
955 |
|
|
|
955 |
|
Purchased tax credits |
|
|
42 |
|
|
|
7,388 |
|
Other |
|
|
1,135 |
|
|
|
754 |
|
|
|
|
|
|
|
|
Gross deferred tax assets |
|
|
36,961 |
|
|
|
43,750 |
|
|
|
|
|
|
|
|
Deferred tax liabilities |
|
|
|
|
|
|
|
|
Deferred policy acquisition costs |
|
|
(7,359 |
) |
|
|
(8,103 |
) |
Catastrophe loss reserve trust fund |
|
|
(6,247 |
) |
|
|
(5,935 |
) |
Unrealized gain upon acquisition of GA Life |
|
|
(539 |
) |
|
|
(982 |
) |
Unrealized gain on trading securities |
|
|
(1,135 |
) |
|
|
(285 |
) |
Unrealized gain on securities available for sale |
|
|
(4,658 |
) |
|
|
(1,626 |
) |
Unamortized bond issue costs |
|
|
(224 |
) |
|
|
(318 |
) |
Other |
|
|
(9 |
) |
|
|
(38 |
) |
|
|
|
|
|
|
|
Gross deferred tax liabilities |
|
|
(20,171 |
) |
|
|
(17,287 |
) |
|
|
|
|
|
|
|
Net deferred tax asset |
|
$ |
16,790 |
|
|
$ |
26,463 |
|
|
|
|
|
|
|
|
|
|
The net deferred tax asset shown in the table above at December 31, 2010 and 2009 is
reflected in the consolidated balance sheets as $29,445 and $37,551, respectively, in
deferred tax assets and $12,655 and $11,088, in deferred tax liabilities, respectively,
reflecting the aggregate deferred tax assets or liabilities of individual tax-paying
subsidiaries of the Company. |
|
|
|
In assessing the realizability of deferred tax assets, management considers whether it is
more likely than not that some portion or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during
the periods in which those temporary differences become deductible. Management believes that
it is more likely than not that the Company will realize the benefits of these deductible
differences. |
45
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
Noncontributory Defined-Benefit Pension Plan |
|
|
|
The Company sponsors a noncontributory defined-benefit pension plan for all of its employees
and for the employees for certain of its subsidiaries. Pension benefits begin to vest after
five years of vesting service, as defined, and are based on years of service and final
average salary, as defined. The funding policy is to contribute to the plan as necessary to
meet the minimum funding requirements set forth in the Employee Retirement Income Security
Act of 1974, as amended, plus such additional amounts as the Company may determine to be
appropriate from time to time. The measurement date used to determine pension benefit
measures for the pension plan is December 31. |
|
|
|
The following table sets forth the plans benefit obligations, fair value of plan assets, and
funded status as of December 31, 2010 and 2009, accordingly: |
46
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Change in benefit obligation |
|
|
|
|
|
|
|
|
Projected benefit obligation at beginning of year |
|
$ |
90,888 |
|
|
$ |
84,776 |
|
Service cost |
|
|
4,975 |
|
|
|
4,912 |
|
Interest cost |
|
|
6,033 |
|
|
|
5,712 |
|
Benefit payments |
|
|
(3,963 |
) |
|
|
(7,004 |
) |
Actuarial losses |
|
|
15,979 |
|
|
|
2,492 |
|
|
|
|
|
|
|
|
Projected benefit obligation at end of year |
|
$ |
113,912 |
|
|
$ |
90,888 |
|
|
|
|
|
|
|
|
Accumulated benefit obligation at end of year |
|
$ |
85,858 |
|
|
$ |
67,825 |
|
|
|
|
|
|
|
|
|
|
Change in fair value of plan assets |
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year |
|
$ |
53,433 |
|
|
$ |
44,100 |
|
Actual return on assets (net of expenses) |
|
|
8,260 |
|
|
|
8,337 |
|
Employer contributions |
|
|
9,800 |
|
|
|
8,000 |
|
Benefit payments |
|
|
(3,963 |
) |
|
|
(7,004 |
) |
|
|
|
|
|
|
|
Fair value of plan assets at end of year |
|
$ |
67,530 |
|
|
$ |
53,433 |
|
|
|
|
|
|
|
|
Funded status at end of year |
|
$ |
(46,382 |
) |
|
$ |
(37,455 |
) |
|
|
|
|
|
|
|
|
|
Amounts in accumulated other comprehensive income not yet
recognized as a component of net periodic pension cost |
|
|
|
|
|
|
|
|
Development of prior service credit |
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
$ |
(4,922 |
) |
|
$ |
(5,372 |
) |
Amortization |
|
|
449 |
|
|
|
450 |
|
|
|
|
|
|
|
|
Net prior service credit |
|
|
(4,473 |
) |
|
|
(4,922 |
) |
|
|
|
|
|
|
|
|
|
Development of actuarial loss |
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
|
38,245 |
|
|
|
42,559 |
|
Amortization |
|
|
(2,400 |
) |
|
|
(2,487 |
) |
(Gain)/Loss arising during the year |
|
|
11,980 |
|
|
|
(1,827 |
) |
|
|
|
|
|
|
|
Actuarial net loss |
|
|
47,825 |
|
|
|
38,245 |
|
|
|
|
|
|
|
|
Sum of deferrals |
|
$ |
43,352 |
|
|
$ |
33,323 |
|
|
|
|
|
|
|
|
Net amount recognized |
|
$ |
(3,029 |
) |
|
$ |
(4,132 |
) |
|
|
The amounts recognized in the balance sheets as of December 31, 2010 and 2009 consist of
the following: |
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Pension liability |
|
$ |
46,382 |
|
|
$ |
37,455 |
|
Accumulated other comprehensive loss, net of a
deferred
tax of $16,373 and $12,944 in 2010 and 2009, respectively |
|
|
27,821 |
|
|
|
20,379 |
|
|
|
The components of net periodic benefit cost income for 2010, 2009, and 2008 were as
follows: |
47
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Components of net periodic benefit cost |
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
4,976 |
|
|
$ |
4,912 |
|
|
$ |
5,287 |
|
Interest cost |
|
|
6,033 |
|
|
|
5,712 |
|
|
|
5,458 |
|
Expected return on assets |
|
|
(4,262 |
) |
|
|
(4,018 |
) |
|
|
(5,027 |
) |
Amortization of prior service (benefit) cost |
|
|
(450 |
) |
|
|
(450 |
) |
|
|
(450 |
) |
Amortization of actuarial loss |
|
|
2,400 |
|
|
|
2,487 |
|
|
|
1,788 |
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
8,697 |
|
|
$ |
8,643 |
|
|
$ |
7,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension expense may include settlement charges as a result of retirees
selecting lump-sum distributions. Settlement charges may increase in the future if the number
of eligible participants deciding to receive distributions and the amount of their benefits
increases. |
|
|
|
The estimated net loss and prior service benefit that will be amortized from accumulated
other comprehensive loss into net periodic pension benefits cost during the next twelve
months is as follows: |
|
|
|
|
|
Prior service cost |
|
$ |
(450 |
) |
Actuarial loss |
|
|
3,129 |
|
|
|
The following assumptions were used on a weighted average basis to determine benefit
obligations of the plan and in computing the periodic benefit cost as of and for the years
ended December 31, 2010, 2009, and 2008: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Discount rate |
|
|
6.00 |
% |
|
|
6.75 |
% |
|
|
6.75 |
% |
Expected return on plan assets |
|
|
7.75 |
% |
|
|
7.75 |
% |
|
|
8.00 |
% |
Rate of compensation increase |
|
Graded; 3.50 |
% |
|
Graded; 3.50 |
% |
|
Graded; 3.50 |
% |
|
|
to 8.00 |
% |
|
to 8.00 |
% |
|
to 8.00 |
% |
|
|
As of December 31, 2010, the basis of the overall expected long-term rate of return on
assets assumption is a forward-looking approach based on the current long-term capital market
outlook assumptions of the assets categories the trust invests in and the trusts target asset
allocation. At December 31, 2010, the assumed target asset allocation for the program is:
44%-56% equity securities, 35%-45% debt securities, and 6%-14% other securities. Using a
mean-variance model to project return over 15-years horizon under the target asset allocation,
the 35% to 65% percentile range of annual rates of return is 6.4%-8.4%. The Company selected a
rate from within this range of 7.75%, which reflects the Companys best estimate for this
assumption based on the data described above, information on the historical returns on assets
invested in the pension trust, and expected future conditions. This rate is net of both
investment related expenses and a 0.10% reduction for other administrative expenses charged to
the trust. |
|
|
|
The assumed discount rate of 6.00% at December 31, 2010 reflects the hypothetical rate at
which the projected benefit obligations could be effectively settled or paid out to
participants on that date. The Company determined the discount rate based on a range of
factors, including a yield curve comprised of the rates of return on high-quality,
fixed-income corporate bonds available at the measurement date and the related expected
duration for the obligations. |
48
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
Plan Assets |
|
|
|
Plan assets recorded at fair value are categorized based upon the level of judgment
associated with the inputs used to measure their fair value. For level inputs and input
definition, see note 9. |
|
|
|
The following table summarizes fair value measurements by level at December 31, 2010 for
assets measured at fair value on a recurring basis. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic Large Cap |
|
$ |
203 |
|
|
$ |
12,934 |
|
|
$ |
1,241 |
|
|
$ |
14,378 |
|
Domestic Small Cap |
|
|
|
|
|
|
3,760 |
|
|
|
|
|
|
|
3,760 |
|
Global equities |
|
|
2,364 |
|
|
|
2,562 |
|
|
|
|
|
|
|
4,926 |
|
International Large Cap |
|
|
2 |
|
|
|
8,194 |
|
|
|
|
|
|
|
8,196 |
|
International Small Cap |
|
|
2,700 |
|
|
|
|
|
|
|
|
|
|
|
2,700 |
|
Emerging Markets |
|
|
|
|
|
|
2,871 |
|
|
|
|
|
|
|
2,871 |
|
Fixed Income Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High Yield |
|
|
176 |
|
|
|
2,608 |
|
|
|
346 |
|
|
|
3,130 |
|
Core |
|
|
(19 |
) |
|
|
13,786 |
|
|
|
28 |
|
|
|
13,795 |
|
Long Duration |
|
|
51 |
|
|
|
7,865 |
|
|
|
|
|
|
|
7,916 |
|
Real Estate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REIT |
|
|
(2 |
) |
|
|
957 |
|
|
|
2,575 |
|
|
|
3,530 |
|
Real Estate Assets |
|
|
21 |
|
|
|
2,307 |
|
|
|
|
|
|
|
2,328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,496 |
|
|
$ |
57,844 |
|
|
$ |
4,190 |
|
|
$ |
67,530 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A reconciliation of the beginning and ending balances of assets measured at fair value on
a recurring basis using significant unobservable inputs (Level 3) for the year ended December
31, 2010 is as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic |
|
|
|
|
|
|
Fixed |
|
|
|
|
|
|
|
|
|
Large |
|
|
Fixed Income |
|
|
Income |
|
|
Real |
|
|
|
|
|
|
Cap |
|
|
High Yield |
|
|
Core |
|
|
Estate |
|
|
Total |
|
Beginning Balance at December 31, 2009 |
|
$ |
961 |
|
|
$ |
277 |
|
|
$ |
28 |
|
|
$ |
2,290 |
|
|
$ |
3,556 |
|
Actual return on program assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Relating to assets still held at the reporting date |
|
|
180 |
|
|
|
(7 |
) |
|
|
|
|
|
|
275 |
|
|
|
448 |
|
Relating to assets sold during the period |
|
|
|
|
|
|
(66 |
) |
|
|
|
|
|
|
(112 |
) |
|
|
(178 |
) |
Purchases |
|
|
100 |
|
|
|
147 |
|
|
|
|
|
|
|
122 |
|
|
|
369 |
|
Transfer in and/or out |
|
|
|
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance at December 31, 2010 |
|
$ |
1,241 |
|
|
$ |
346 |
|
|
$ |
28 |
|
|
$ |
2,575 |
|
|
$ |
4,190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Companys plan assets are invested in the National Retirement Trust. The National
Retirement Trust was formed to provide financial and legal resources to help members of the
BCBSA offer retirement benefits to their employees. |
|
|
|
The investment program for the National Retirement Trust is based on the precepts of capital
market theory that are generally followed by institutional investors, who by definition are
long-term oriented investors. This philosophy holds that: |
|
|
|
Increasing risk is rewarded with compensating returns over time, and therefore,
prudent risk taking is justifiable for long-term investors. |
49
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
|
Risk can be controlled through diversification of asset classes and investment
approaches, as well as diversification of individual securities. |
|
|
|
|
Risk is reduced by time, and over time the relative performance of different asset
classes is reasonably consistent. Over the long-term, equity investments have provided
and should continue to provide superior returns over other security types. Fixed-income
securities can dampen volatility and provide liquidity in periods of depressed economic
activity. Lengthening duration of fixed income securities may reduce surplus
volatility. |
|
|
|
|
The strategic or long-term allocation of assets among various asset classes is an
important driver of long-term returns. |
|
|
|
|
Relative performance of various asset classes is unpredictable in the short-term and
attempts to shift tactically between asset classes are unlikely to be rewarded. |
|
|
Investments will be made for the sole interest of the participants and beneficiaries of the
programs participating in the National Retirement Trust. Accordingly, the assets of the
National Retirement Trust shall be invested in accordance with these objectives: |
|
|
|
Ensure assets are available to meet current and future obligations of the
participating programs when due. |
|
|
|
|
Invest assets with consideration of the liability characteristics in order to better
align assets and liabilities. |
|
|
|
|
Earn the maximum return that can be realistically achieved in the markets over the
long-term at a specified and controlled level of risk in order to minimize future
contributions. |
|
|
|
|
Invest the assets with the care, skill, and diligence that a prudent person acting in
a like capacity would undertake. In the process, the Administration of the Trust has the
objective of controlling the costs involved with administering and managing the
investments of the National Retirement Trust. |
50
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
Cash Flows |
|
|
|
The Company expects to contribute $10,000 to its pension program in 2011. |
|
|
|
The following benefit payments, which reflect expected future service, as appropriate, are
expected to be paid: |
|
|
|
|
|
Year ending December 31 |
|
|
|
|
2011 |
|
$ |
4,333 |
|
2012 |
|
|
4,791 |
|
2013 |
|
|
5,795 |
|
2014 |
|
|
6,393 |
|
2015 |
|
|
7,212 |
|
2016 2020 |
|
|
53,965 |
|
|
|
Noncontributory Supplemental Pension Plan |
|
|
|
In addition, the Company sponsors a noncontributory supplemental pension plan. This plan
covers employees with qualified defined benefit retirement plan benefits limited by the U.S.
Internal Revenue Code maximum compensation and benefit limits. At December 31, 2010 and
2009, the Company has recorded a pension liability of $4,865 and $3,589, respectively. The
charge to accumulated other comprehensive loss related to the noncontributory pension plan at
December 31, 2010 and 2009 amounted to $498 and 339, respectively, net of a deferred tax
asset of $318 and $217, respectively. |
|
19. |
|
Catastrophe Loss Reserve and Trust Fund |
|
|
|
In accordance with Chapter 25 of the Insurance Code, as amended, TSP is required to record a
catastrophe loss reserve. This catastrophe loss reserve is supported by a trust fund for the
payment of catastrophe losses. The reserve increases by amounts determined by applying a
contribution rate, not in excess of 5%, to catastrophe written premiums as instructed
annually by the Commissioner of Insurance, unless the level of the reserve exceeds 8% of
catastrophe exposure, as defined. The reserve also increases by an amount equal to the
resulting return in the supporting trust fund and decreases by payments on catastrophe losses
or authorized withdrawals from the trust fund. Additions to the catastrophe loss reserve are
deductible for income tax purposes. |
|
|
|
This trust may invest its funds in securities authorized by the Insurance Code, but not in
investments whose value may be affected by hazards covered by the catastrophic insurance
losses. The interest earned on these investments and any realized gains (loss) on investment
transactions are part of the trust fund and are recorded as income (expense) of the Company.
An amount equal to the investment returns is recorded as an addition to the trust fund. |
|
|
|
The interest earning assets in this fund, which amounted to $35,721 and $33,489 as of
December 31, 2010 and 2009, respectively, are to be used solely and exclusively to pay
catastrophe losses covered under policies written in Puerto Rico. |
|
|
|
TSP is required to contribute to the trust fund, if any, on or before January 31 of the
following year. Contributions are determined by a rate imposed by the Commissioner of
Insurance for the |
51
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
catastrophe policies written in that year. Additions in 2010 and 2009, amounting to $761 and
$810, respectively, were determined by applying a rate of 1% to catastrophe premiums written. |
|
|
|
The amount in the trust fund may be withdrawn or released in the case that TSP ceases to
underwrite risks subject to catastrophe losses. Also, authorized withdrawals are allowed when
the catastrophe loss reserve exceeds 8% of the catastrophe exposure, as defined. |
|
|
|
Retained earnings are restricted in the accompanying consolidated balance sheets by the total
catastrophe loss reserve balance, which as of December 31, 2010 and 2009 amounted to $35,975
and $34,411, respectively. |
|
20. |
|
Stockholders Equity |
|
a. |
|
Common Stock |
|
|
|
|
On December 8, 2008, the Company converted 7 million issued and outstanding Class A
shares into Class B shares, in conjunction with the expiration of the lockup agreements
signed by holders of Class A shares at the time of the Companys initial public offering. |
|
|
|
|
For a period of five years after the completion of the IPO on
December 7, 2007, subject to the extension or shortening under
certain circumstances, each holder of Class B common stock will
benefit from anti-dilution protections provided in the Companys
amended and restated certificate of incorporation. |
|
|
b. |
|
Stock Repurchase Program |
|
|
|
|
The Company repurchased shares of its common stock under a $40,000 share repurchase
program authorized by the Companys Board in October 2008. Repurchases were conducted
through open-market purchases of Class B shares only, in accordance with Rule 10b-18
under the Securities Exchange Act of 1934, as amended. During 2009 the Company
repurchased and retired 2,021,960 shares at an average per share price of $12.92, for an
aggregate cost of $26,120. This repurchase program was completed during 2009. |
|
|
|
|
On September 2010, the Companys Board approved another repurchase program of its common
stock amounting to $30,000. Repurchases were conducted through open-market purchases of
Class B shares only, in accordance with Rule 10b-18 under the Securities Exchange Act of
1934, as amended. During 2010, the Company repurchased and retired 352,791 shares at an
average per share price of $17.80, for an aggregate cost of $6,235. |
|
|
c. |
|
Preferred Stock |
|
|
|
|
Authorized capital stock includes 100,000,000 of preferred stock with a par value of
$1.00 per share. As of December 31, 2010 and 2009, there are no issued and outstanding
preferred shares. |
|
|
d. |
|
Liquidity Requirements |
|
|
|
|
As members of the BCBSA, the Company and TSS are required by membership standards of the
association to maintain liquidity as defined by BCBSA. That is, to maintain net worth
exceeding the Company Action Level as defined in the National Association of Insurance
Commissioners (NAIC) Risk-Based Capital for Insurers Model Act. The companies are in
compliance with this requirement. |
52
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
21. |
|
Comprehensive Income |
|
|
|
The accumulated balances for each classification of other comprehensive income (loss) are as
follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
Unrealized |
|
|
Liability |
|
|
Other |
|
|
|
Gains on |
|
|
for Pension |
|
|
Comprehensive |
|
|
|
securities |
|
|
Benefits |
|
|
Income |
|
Beginning balance at December 31, 2009 |
|
$ |
9,141 |
|
|
$ |
(20,717 |
) |
|
$ |
(11,576 |
) |
Net current period change |
|
|
25,717 |
|
|
|
(6,562 |
) |
|
|
19,155 |
|
Reclassification adjustments for
gains and losses reclassified
in income |
|
|
(2,115 |
) |
|
|
|
|
|
|
(2,115 |
) |
|
|
|
|
|
|
|
|
|
|
Ending balance at December 31, 2010 |
|
$ |
32,743 |
|
|
$ |
(27,279 |
) |
|
$ |
5,464 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The related deferred tax effects allocated to each component of other comprehensive
income in the accompanying consolidated statements of stockholders equity and comprehensive
income in 2010, 2009 and 2008 are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
|
|
|
|
|
Deferred Tax |
|
|
|
|
|
|
Before-Tax |
|
|
(Expense) |
|
|
Net-of-Tax |
|
|
|
Amount |
|
|
Benefit |
|
|
Amount |
|
Unrealized holding gains on securities
arising during the period |
|
$ |
30,255 |
|
|
$ |
(5,749 |
) |
|
$ |
24,506 |
|
Less reclassification adjustment for
gains and losses realized in income |
|
|
(2,410 |
) |
|
|
1,506 |
|
|
|
(904 |
) |
|
|
|
|
|
|
|
|
|
|
Net change in unrealized gain |
|
|
27,845 |
|
|
|
(4,243 |
) |
|
|
23,602 |
|
Liability for pension benefits |
|
|
(10,844 |
) |
|
|
4,282 |
|
|
|
(6,562 |
) |
|
|
|
|
|
|
|
|
|
|
Net current period change |
|
$ |
17,001 |
|
|
$ |
39 |
|
|
$ |
17,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
|
|
|
|
|
Deferred Tax |
|
|
|
|
|
|
Before-Tax |
|
|
(Expense) |
|
|
Net-of-Tax |
|
|
|
Amount |
|
|
Benefit |
|
|
Amount |
|
Unrealized holding losses on securities
arising during the period |
|
$ |
5,455 |
|
|
$ |
(825 |
) |
|
$ |
4,630 |
|
Less reclassification adjustment for
gains and losses realized in income |
|
|
(1,278 |
) |
|
|
187 |
|
|
|
(1,091 |
) |
|
|
|
|
|
|
|
|
|
|
Net change in unrealized loss |
|
|
4,177 |
|
|
|
(638 |
) |
|
|
3,539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability for pension benefits |
|
|
4,070 |
|
|
|
(1,520 |
) |
|
|
2,550 |
|
|
|
|
|
|
|
|
|
|
|
Net current period change |
|
$ |
8,247 |
|
|
$ |
(2,158 |
) |
|
$ |
6,089 |
|
|
|
|
|
|
|
|
|
|
|
53
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
|
|
|
|
|
Deferred Tax |
|
|
|
|
|
|
Before-Tax |
|
|
(Expense) |
|
|
Net-of-Tax |
|
|
|
Amount |
|
|
Benefit |
|
|
Amount |
|
Unrealized holding losses on securities
arising during the period |
|
$ |
(18,944 |
) |
|
$ |
2,088 |
|
|
$ |
(16,856 |
) |
|
|
|
|
|
|
|
|
|
|
Less reclassification adjustment for
gains and losses realized in income |
|
|
14,138 |
|
|
|
(1,234 |
) |
|
|
12,904 |
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized loss |
|
|
(4,806 |
) |
|
|
854 |
|
|
|
(3,952 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability for pension benefits |
|
|
(12,411 |
) |
|
|
4,796 |
|
|
|
(7,615 |
) |
Cash-flow hedges |
|
|
(93 |
) |
|
|
37 |
|
|
|
(56 |
) |
|
|
|
|
|
|
|
|
|
|
Net current period change |
|
$ |
(17,310 |
) |
|
$ |
5,687 |
|
|
$ |
(11,623 |
) |
|
|
|
|
|
|
|
|
|
|
22. |
|
Share-Based Compensation |
|
|
In December 2007 the Company adopted the 2007 Incentive Plan (the Plan), which permits the
Board the grant of stock options, restricted stock awards and performance awards to eligible
officers, directors and key employees. The Plan authorizes grants to issue up to 4,700,000 of
Class B common shares of authorized but unissued stock. At December 31, 2010, there were
3,282,969 shares available for the Company to grant under the Plan. Stock options can be
granted with an exercise price at least equal the stocks fair market value at the date of
grant. The stock option awards vest in equal annual installments over 3 years and its
expiration date cannot exceed 7 years. The restricted stock and performance awards are issued
at the fair value of the stock on the grant date with vesting periods ranging from one to
three years. Restricted stock awards vest in installments, as stipulated in each restricted
stock agreement. Performance awards vest on the last day of the performance period, provided
that at least minimum performance standards were achieved. |
|
|
The fair value of each option award is estimated on the date of grant using the Black-Scholes
option-pricing model that used the weighted average assumptions in the following table. In
absence of adequate historical data, the Company estimates the expected life of the option
using the simplified method allowed by Staff Accounting Bulletin (SAB) No. 107. Since the
Company was a newly public entity, expected volatility was computed based on the average
historical volatility of similar entities with publicly traded shares. The risk-free rate for
the expected term of the option was based on the U.S. Treasury zero-coupon bonds yield curve
in effect at the time of grant. |
|
|
The following assumptions were used in the development of fair value of option awards: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Expected dividend yield |
|
|
|
|
|
|
|
|
|
|
|
|
Expected volatility (per year) |
|
|
43.00 |
% |
|
|
53.85 |
% |
|
|
|
|
Expected term (in years) |
|
|
4.50 |
|
|
|
4.50 |
|
|
|
|
|
Risk-free interest rate |
|
|
1.12 |
% |
|
|
1.47 |
% |
|
|
|
|
54
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
Stock option activity during the year ended December 31, 2010 is as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Average |
|
|
Aggregate |
|
|
|
Number of |
|
|
Exercise |
|
|
Contractual |
|
|
Intrinsic |
|
|
|
Shares |
|
|
Price |
|
|
Term (Years) |
|
|
Value |
|
Outstanding balance at January 1, 2010 |
|
|
1,012,630 |
|
|
$ |
14.47 |
|
|
|
|
|
|
|
|
|
Grants |
|
|
4,032 |
|
|
$ |
16.85 |
|
|
|
|
|
|
|
|
|
Exercised during the year |
|
|
(21,982 |
) |
|
$ |
14.50 |
|
|
|
|
|
|
|
|
|
Canceled during the year |
|
|
(7,242 |
) |
|
$ |
14.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding balance at December 31, 2010 |
|
|
987,438 |
|
|
$ |
14.48 |
|
|
|
3.96 |
|
|
$ |
4,539,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2010 |
|
|
974,525 |
|
|
$ |
14.49 |
|
|
|
3.94 |
|
|
$ |
4,472,252 |
|
|
|
The weighted average grant date fair value of options granted during 2010 and 2009 was
$6.20 and $5.63, respectively. No options were granted in 2008. There were 21,982 exercised
options during 2010. There were no options exercised during the years ended December 31,
2009 and 2008. |
|
|
A summary of the status of the Companys nonvested restricted and performance shares as of
December 31, 2010, and changes during the year ended December 31, 2010, are presented below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Awards |
|
|
Performance Awards |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
Average |
|
|
|
Number of |
|
|
Fair |
|
|
Number of |
|
|
Exercise |
|
|
|
Shares |
|
|
Value |
|
|
Shares |
|
|
Price |
|
Outstanding balance at January 1, 2010 |
|
|
81,675 |
|
|
$ |
13.77 |
|
|
|
167,142 |
|
|
$ |
14.46 |
|
Granted |
|
|
16,221 |
|
|
|
19.26 |
|
|
|
741 |
|
|
|
16.85 |
|
Vested |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lapsed |
|
|
(78,467 |
) |
|
|
13.79 |
|
|
|
(65,479 |
) |
|
|
14.50 |
|
Forefeited |
|
|
(1,207 |
) |
|
|
14.50 |
|
|
|
(98,661 |
) |
|
|
14.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding balance at December 31, 2010 |
|
|
18,222 |
|
|
$ |
18.52 |
|
|
|
3,743 |
|
|
$ |
13.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average grant date fair value of restricted shares granted during the year
2010, 2009 and 2008 were $19.26, $12.33, and $18.81, respectively. Total fair value of
restricted stock vested during the year ended December 31, 2010 and 2009 was $1,480 and
$1,158, respectively. There were no restricted shares vested during the year ended 2008. |
|
|
At December 31, 2010 there was $240 of total unrecognized compensation cost related to
nonvested share-based compensation arrangements granted under the Plan. That cost is expected
to be recognized over a weighted average period of 0.97 years. The Company currently uses
authorized and unissued Class B common shares to satisfy share award exercises. |
55
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
23. |
|
Net Income Available to Stockholders and Basic Net Income per Share |
|
|
The following table sets forth the computation of basic and diluted earnings per share for
the three-year period ended December 31, 2010. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Numerator for earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to stockholders |
|
$ |
66,801 |
|
|
$ |
68,780 |
|
|
$ |
24,790 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average of common shares |
|
|
29,034,442 |
|
|
|
29,494,468 |
|
|
|
32,120,461 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities |
|
|
207,911 |
|
|
|
68,862 |
|
|
|
42,094 |
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted earnings per share |
|
$ |
29,242,353 |
|
|
$ |
29,563,330 |
|
|
$ |
32,162,555 |
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share |
|
$ |
2.30 |
|
|
$ |
2.33 |
|
|
$ |
0.77 |
|
Diluted net income per share |
|
$ |
2.28 |
|
|
$ |
2.33 |
|
|
$ |
0.77 |
|
|
|
During the years ended December 31, 2010, 2009 and 2008, the weighted average of all
stock option shares of 1,027, 1,012,594, and 999,309, respectively, were excluded from the
denominator for diluted earnings per share because the stock options were anti-dilutive. |
|
|
The Company leases its regional offices, certain equipment, and warehouse facilities under
noncancelable operating leases. Minimum annual rental commitments at December 31, 2010 under
existing agreements are summarized as follows: |
|
|
|
|
|
Year ending December 31 |
|
|
|
2011 |
|
$ |
7,461 |
|
2012 |
|
|
7,798 |
|
2013 |
|
|
7,907 |
|
2014 |
|
|
8,109 |
|
2015 |
|
|
1,779 |
|
Thereafter |
|
|
2,993 |
|
|
|
|
|
Total |
|
$ |
36,047 |
|
|
|
|
|
|
|
Rental expense for 2010, 2009, and 2008 was $4,546, $4,690, and $3,532, respectively,
after deducting the amount of $112, $132, and $265, respectively, reimbursed by CMS for the
administration of the Medicare Part B Program (see note 15). |
|
|
The Corporation is a defendant in various lawsuits arising in the ordinary course of
business. We are also defendants in various other claims and proceedings, some of which are
described below. Furthermore, the Commissioner of Insurance, as well as other Federal and
Puerto Rico government authorities, regularly make inquiries and conduct audits concerning
the Corporations compliance with applicable insurance and other laws and regulations. |
56
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
Management believes that the aggregate liabilities, if any, arising from all such claims,
assessments, audits and lawsuits will not have a material adverse effect on the consolidated
financial position or results of operations of the Corporation. However, given the inherent
unpredictability of these matters, it is possible that an adverse outcome in certain matters
could have a material adverse effect on the financial condition, operating results and/or
cash flows. Where the Corporation believes that a loss is both probable and estimable, such
amounts have been recorded. In other cases, it is at least reasonably possible that the
Corporation may incur a loss related to one or more of the mentioned pending lawsuits or
investigations, but the Corporation is unable to estimate the range of possible loss which
may be ultimately realized, either individually or in the aggregate, upon their resolution. |
|
|
Additionally, we may face various potential litigation claims that have not been asserted to
date, including claims from persons purporting to have contractual rights to acquire shares
of the Corporation on favorable terms or to have inherited such shares notwithstanding
applicable transfer and ownership restrictions. |
|
|
Hau et al Litigation (formerly known as Jordan et al) |
|
|
On April 24, 2002, Octavio Jordán, Agripino Lugo, Ramón Vidal, and others filed a suit
against the Company, the Companys subsidiary TSS and others in the Court of First Instance
for San Juan, Superior Section (the Court of First Instance), alleging, among other things,
violations by the defendants of provisions of the Puerto Rico Insurance Code, antitrust
violations, unfair business practices, RICO violations, breach of contract with providers,
and damages in the amount of $12 million. Following years of complaint amendments, motions
practice and interim appeals up to the level of the Puerto Rico Supreme Court, the plaintiffs
amended their complaint on June 20, 2008 to allege with particularity the same claims
initially asserted but on behalf of a more limited group of plaintiffs, and increase their
claim for damages to approximately $207 million. After extensive discovery, Plaintiffs
amended their complaint for the third time and dropped all claims predicated on violations of
the antitrust and RICO laws and the Puerto Rico Insurance Code. In addition, the Plaintiffs
voluntarily dismissed with prejudice any and all claims against officers of the Corporation
and TSS. Two of the original plaintiffs were also eliminated from the Third Amended
Complaint (TAC). The TAC only alleges breach of seven share acquisition agreements, breach
of the provider contract by way of discriminatory audits and improper payment of services
rendered. Against former President of the Company, Plaintiffs allege a claim for libel and
slander. Discovery is ongoing. The Company intends to vigorously defend this claim. |
|
|
Dentists Association Litigation |
|
|
On February 11, 2009, the Puerto Rico Dentists Association (Colegio de Cirujanos Dentistas de
Puerto Rico) filed a complaint in the Court of First Instance against 24 health plans
operating in Puerto Rico that offer dental health coverage. The Company and two of its
subsidiaries, TSS and TCI were included as defendants. This litigation purports to be a class
action filed on behalf of Puerto Rico dentists who are similarly situated; however, the
complaint does not include a single dentist as a class representative nor a definition of the
intended class. |
|
|
The complaint alleges that the defendants, on their own and as part of a common scheme,
systematically deny, delay and diminish the payments due to dentists so that they are not
paid in a timely and complete manner for the covered medically necessary services they
render. The complaint also alleges, among other things, violations to the Puerto Rico
Insurance Code, antitrust laws, the Puerto Rico racketeering statute, unfair business
practices, breach of contract with providers, and damages in the amount of $150 million. In
addition, the complaint claims that the
|
57
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
Puerto Rico Insurance Companies Association is the
hub of an alleged conspiracy concocted by the member plans to defraud dentists. There are
numerous available defenses to oppose both the request for class certification and the
merits. The Corporation intends to vigorously defend this claim. |
|
|
Two codefendant plans, whose main operations are outside Puerto Rico, removed the case to
federal court in Florida, which the plaintiffs and the other codefendants, including the
Corporation, opposed. The federal district court in Florida decided that it lacked
jurisdiction under the Class Action Fairness Act (CAFA) and remanded the case to state court.
The removing defendants petitioned to appeal to the First Circuit Court of Appeals. Having
accepted the appeal, the First Circuit Court of Appeals issued an order in late October 2009
which found the lower courts decision premature. The Court of Appeals remanded the case to
the federal district court in Puerto Rico (the DC) and allowed limited discovery to determine
whether the case should be heard in federal court pursuant to CAFA. The parties completed
the limited discovery in August 2010 and supplemented their previous filings. |
|
|
On February 8, 2011 the DC issued its Opinion and Order, denying plaintiffs motion to remand
the case to state court because the injuries alleged in the complaint could be suffered
outside Puerto Rico. It also decided to retain jurisdiction. |
|
|
The Company plans to petition the DC to reconsider its ruling, pointing to clear evidence
that the removing defendants are not primary defendants for purposes of CAFA and therefore,
the case should be heard in state court. |
|
|
On October 15, 2007, José L. Colón-Dueño, a former holder of one share of TSS predecessor
stock, filed suit against TSS and the Puerto Rico Commissioner of Insurance (the
Commissioner) in the Court of First Instance. The sale of that share to Mr. Colón-Dueño was
voided in 1999 pursuant to an order issued by the Commissioner in which the sale of 1,582
shares to a number of TSS shareholders was voided. TSS, however, appealed the Commissioners
order before the Puerto Rico Court of Appeals, which upheld the order on March 31, 2000.
Plaintiff requests that the court direct TSS to return his share of stock and compensate him
for alleged damages in excess of $500,000 plus attorneys fees. On January 13, 2011 case was
dismissed [with prejudice] and plaintiff filed an appeal on the Puerto Rico Court of Appeals.
The Company is vigorously contesting this lawsuit because, among other reasons, the
Commissioners order is final and cannot be collaterally attacked in this litigation. |
|
|
Claims by Heirs of Former Shareholders |
|
|
The Company and TSS are defending five individual lawsuits, all filed in state court, from
persons who claim to have inherited a total of 71 shares of the Corporation or one of its
predecessors or affiliates (before giving effect to the 3,000-for-one stock split). While
each case presents unique facts and allegations, the lawsuits generally allege that the
redemption of the shares by the Corporation pursuant to transfer and ownership restrictions
contained in the Companys (or its predecessors or affiliates) articles of incorporation
and bylaws was improper. One of the cases is in its initial stage; one case was dismissed
[with prejudice] and plaintiff filed a request for reconsideration; in the other cases,
discovery has been completed and the parties are awaiting trial. Management believes all
these claims are time barred under one or more statutes of limitations and other grounds and
is vigorously defending them. This belief is supported by the outcome of a similar claim
brought by non-medical heirs against us in 2009. The Puerto Rico Court of Appeals
|
58
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
dismissed
that case as time barred under the two year statute of limitations contained in the local
securities law, and the Puerto Rico Supreme Court denied the plaintiffs petition for
certiorari in January 2011. |
|
|
During April 2010, each of the Companys wholly-owned insurance subsidiaries received
subpoenas for documents from the U.S. Attorney for the Commonwealth of Puerto Rico (the U.S.
Attorney) and the Puerto Rico Department of Justice (PRDOJ) requesting information
principally related to the Asociación de Compañías de Seguros de Puerto Rico, Inc. (ACODESE
by its Spanish acronym). Also in April, the Companys insurance subsidiaries received a
request for information from the Office of the Commissioner of Insurance of Puerto Rico
(OCI) related principally to ACODESE. The Companys insurance subsidiaries are members of
ACODESE, an insurance trade association established in Puerto Rico since 1975, and their
current presidents have participated over the years on ACODESEs board of directors. |
|
|
The Company believes similar subpoenas and information requests were issued to other member
companies of ACODESE in connection with the investigation of alleged payments by the former
Executive Vice President of ACODESE to members of the Puerto Rico Legislative Assembly
beginning in 2005. The Company, however, has not been informed of the specific subject matter
of the investigations being conducted by the U.S. Attorney, the PRDOJ or the OCI. The Company
is fully complying with the subpoenas and the request for information and intends to
cooperate with any related government investigation. The Company at this time cannot
reasonably assess the outcome of these investigations or their impact on the Company. |
|
|
Intrusions into TCIs Internet IPA Database |
|
|
On September 21, 2010, the Company learned from a competitor that a specific internet
database managed by our subsidiary TCI, containing information pertaining to individuals
previously insured by TSS under the Government of Puerto Ricos Health Insurance Plan (HIP)
and to independent practice associations (IPAs) that provided services to those
individuals, had been accessed without authorization by certain of the Companys competitors
employees from September 9 to September 15, 2010. TCI served as a third-party administrator
for TSS in the administration of its HIP contracts until September 30, 2010. The Company
conducted a thorough investigation with the assistance of external resources, and identified
the information that was accessed and downloaded into the competitors system. The September
2010 intrusions may have potentially compromised protected health information of
approximately 398,000 beneficiaries in the North and Metro-North regions of the HIP. Our
investigation also revealed that protected health information of approximately 5,500 HIP
beneficiaries, 2,500 Medicare beneficiaries and IPA data from all three HIP regions
previously serviced by TSS was accessed through multiple, separate intrusions into the TCI
IPA database from October 2008 to August 2010. The Company has no evidence indicating that
the stolen information included Social Security numbers. The Company attempted to notify by
mail all such beneficiaries whose information may have been compromised by these intrusions
and established a toll-free call center to address inquiries and complaints from the
individuals to whom notice was provided. The Company has received a total of approximately
1,530 inquiries and no complaints from these individuals. |
|
|
The Companys investigation revealed that the security breaches were the result of
unauthorized use of one or more active user IDs and passwords specific to the TCI IPA
database, and not the result of breaches of TCIs, TSSs or the Companys system security
features. Nonetheless, we took measures to strengthen the TCI server security and credentials
management procedures and |
59
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
conducted an assessment of our system-wide data and facility security to prevent the
occurrence of a similar incident in the future. |
|
|
|
The Company was unable to determine the purpose of these breaches and do not know the extent
of any fraudulent use of the information or its impact on the potentially affected individuals
and IPAs. According to representations made by the Companys competitor, however, the target
was financial information related to IPAs rather than the individuals information. |
|
|
|
The Company notified the appropriate Puerto Rico and federal government agencies of these
events, including and issued public notice of the breaches as required under Puerto Rico and
federal law. The Company received a number of inquiries and requests for information related
to these events from these government agencies and are cooperating with them. |
|
|
|
The Puerto Rico government agency that oversees the HIP has levied a fine of $100 on TSS in
connection with these incidents, but following our request for reconsideration, the agency
decided to withdraw the fine until the pertinent federal authorities conclude their
investigations of this matter. The Compnay does not have sufficient information at this time
to predict whether any future action by government entities or others as a result of the data
breaches would adversely affect our business, financial condition or results of operations. |
|
26. |
|
Statutory Accounting |
|
|
|
TSS, TSV and TPS (collectively known as the regulated subsidiaries) are regulated by the
Commissioner of Insurance. The regulated subsidiaries are required to prepare financial
statements using accounting practices prescribed or permitted by the Commissioner of
Insurance, which differ from GAAP. |
|
|
|
The accumulated earnings of TSS, TSV, and TSP are restricted as to the payment of dividends
by statutory limitations applicable to domestic insurance companies. Such limitations
restrict the payment of dividends by insurance companies generally to unrestricted unassigned
surplus funds reported for statutory purposes. As more fully described in note 19, a portion
of the accumulated earnings of TSP are also restricted by the catastrophe loss reserve
balance (amounting to $35,975 and $34,411 as of December 31, 2010 and 2009, respectively) as
required by the Insurance Code. |
|
|
|
The combined net admitted assets, unassigned surplus and net income of the regulated
subsidiaries at December 31, 2010, 2009 and 2008 are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollar amounts in millions) |
|
2010 |
|
|
2009 |
|
|
2008 |
|
Net admitted assets |
|
$ |
1,347 |
|
|
$ |
1,298 |
|
|
$ |
1,197 |
|
Capital and surplus |
|
|
458 |
|
|
|
416 |
|
|
|
260 |
|
Net income |
|
|
58 |
|
|
|
43 |
|
|
|
30 |
|
60
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
27. |
|
Supplementary Information on Cash Flow Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Supplementary information |
|
|
|
|
|
|
|
|
|
|
|
|
Noncash transactions affecting cash
flows activities |
|
|
|
|
|
|
|
|
|
|
|
|
Change in net unrealized gain on
securities available for sale,
including deferred income tax
(asset)/liability of $4,243, $(638), and
$854 in 2010, 2009, and 2008,
respectively |
|
$ |
(23,602 |
) |
|
$ |
3,539 |
|
|
$ |
(3,952 |
) |
Change in cash-flow hedges,
including deferred income tax
liability of $37 |
|
$ |
|
|
|
$ |
|
|
|
$ |
(56 |
) |
Change in liability for pension
benefits, and deferred income
tax (liability)/asset of $(4,282), $(1,520),
$4,796, in 2010, 2009, and 2008,
respectively |
|
$ |
(6,562 |
) |
|
$ |
2,550 |
|
|
$ |
(7,615 |
) |
Unsettled shares repurchases |
|
$ |
|
|
|
$ |
|
|
|
$ |
6,235 |
|
Unsettled investment sales |
|
$ |
|
|
|
$ |
|
|
|
$ |
(1,500 |
) |
Other |
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes paid |
|
$ |
3,187 |
|
|
$ |
15,552 |
|
|
$ |
25,597 |
|
Interest paid |
|
$ |
11,925 |
|
|
$ |
11,605 |
|
|
$ |
14,330 |
|
28. |
|
Business Combination |
|
|
|
On February 7, 2011 the Company announced that its subsidiary, TSS, completed the acquisition
of 100% of the outstanding capital stock of Socios Mayores en Salud Holdings, Inc. (SMSH) for
approximately $83.0 million in a transaction funded with unrestricted cash. SMSH is the
parent company of American Health, Inc., a provider of Medicare Advantage managed care
services to over 40,000 dual and non-dual eligible members in Puerto Rico. After this
acquisition the Company expects to be better positioned for continued growth in the Medicare
Advantage business. The results of operations of SMSH are not reflected in the accompanying
consolidated financial statements since the effective date of the transaction is not until
2011. The Company is in the process of obtaining third-party valuations of certain intangible
assets; thus, as of this date it is not possible to determine the allocation of the purchase
price to the net assets acquired. |
|
29. |
|
Segment Information |
|
|
|
The operations of the Company are conducted principally through three business segments:
Managed Care, Life Insurance, and Property and Casualty Insurance. Business segments were
identified according to the type of insurance products offered and consistent with the
information
provided to the chief operating decision maker. These segments and a description of their
respective operations are as follows: |
61
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
Managed Care segment TSS is engaged in the sale of managed care products to the
Commercial, Medicare and Medicaid market sectors. The Commercial accounts sector
includes corporate accounts, U.S. federal government employees, individual accounts,
local government employees, and Medicare supplement. The following represents a
description of the major contracts by sector: |
|
|
|
TSS is a qualified contractor to provide health coverage to federal
government employees within Puerto Rico. Earned premiums revenue related to this
contract amounted to $130,803, $125,994, and $124,239 for the three-year period ended
December 31, 2010, 2009, and 2008, respectively (see note 11). |
|
|
|
|
Under its commercial business, TSS also provides health coverage to certain
employees of the Commonwealth of Puerto Rico and its instrumentalities. Earned
premium revenue related to such health plans amounted to $63,353, $46,114, and
$40,686, for the three-year period ended December 31, 2010, 2009, and 2008,
respectively. |
|
|
|
|
TSS provides services through its Medicare health plans pursuant to a
limited number of contracts with CMS. Earned premium revenue related to the Medicare
business amounted to $468,401, $513,823, and $438,723, for the three-year period
ended December 31, 2010, 2009, and 2008, respectively. |
|
|
|
|
TSS participated in the Medicaid program to provide health coverage to
medically indigent citizens in Puerto Rico, as defined by the laws of the
Commonwealth of Puerto Rico, up to September 30, 2010. TSS provided managed care
services to Medicaid members in the North and Southwest regions on a fully-insured
basis and in the Metro-North region on an Administrative Service Only (ASO) basis.
Earned premium revenue related to this business amounted to $284,815, $348,096, and
$340,123, for three-year period ended December 31, 2010, 2009, and 2008,
respectively. Administrative service fee for the Metro-North Region for the year
ended December 31, 2010 and 2009 amounted to $12,535 and $23,299; which is included
in the Administrative service fee in the accompanying consolidated statement of
earnings. |
|
|
Life Insurance segment This segment offers primarily life and accident and health
insurance coverage, and annuity products. The premiums for this segment are mainly
subscribed through TSVs internal sales force and a network of independent brokers and
agents. |
|
|
|
Property and Casualty Insurance segment The predominant insurance lines of business
of this segment are commercial multiple peril, auto physical damage, auto liability, and
dwelling. The premiums for this segment are originated through a network of independent
insurance agents and brokers. Agents or general agencies collect the premiums from the
insureds, which are subsequently remitted to TSP, net of commissions. Remittances are
due 60 days after the closing date of the general agents account current. |
|
The Company evaluates performance based primarily on the operating revenues and operating
income of each segment. Operating revenues include premiums earned, net, administrative
service fees and net investment income. Operating costs include claims incurred and
operating
expenses. The Company calculates operating income or loss as operating revenues less
operating costs. |
|
The accounting policies for the segments are the same as those described in the summary of
significant accounting policies included in the notes to consolidated financial statements.
The financial data of each segment is accounted for separately; therefore no segment
allocation is |
62
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands, except per share data)
|
|
necessary. However, certain operating expenses are centrally managed, therefore requiring an
allocation to each segment. Most of these expenses are distributed to each segment based on
different parameters, such as payroll hours, processed claims, or square footage, among
others. In addition, some depreciable assets are kept by one segment, while allocating the
depreciation expense to other segments. The allocation of the depreciation expense is based
on the proportion of asset used by each segment. Certain expenses are not allocated to the
segments and are kept within TSMs operations. |
63
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
|
|
The following tables summarize the operations by operating segment for each of the years in
the three-year period ended December 31, 2010, 2009, and 2008. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Operating revenues |
|
|
|
|
|
|
|
|
|
|
|
|
Managed care |
|
|
|
|
|
|
|
|
|
|
|
|
Premiums earned, net |
|
$ |
1,697,083 |
|
|
$ |
1,673,762 |
|
|
$ |
1,506,665 |
|
Fee revenue |
|
|
39,546 |
|
|
|
48,643 |
|
|
|
19,187 |
|
Intersegment premiums/fee revenue |
|
|
6,852 |
|
|
|
5,995 |
|
|
|
6,538 |
|
Net investment income |
|
|
19,799 |
|
|
|
21,641 |
|
|
|
23,091 |
|
|
|
|
|
|
|
|
|
|
|
Total managed care |
|
|
1,763,280 |
|
|
|
1,750,041 |
|
|
|
1,555,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life |
|
|
|
|
|
|
|
|
|
|
|
|
Premiums earned, net |
|
|
105,437 |
|
|
|
99,726 |
|
|
|
92,469 |
|
Intersegment premiums |
|
|
382 |
|
|
|
386 |
|
|
|
374 |
|
Net investment income |
|
|
17,130 |
|
|
|
16,763 |
|
|
|
16,482 |
|
|
|
|
|
|
|
|
|
|
|
Total life |
|
|
122,949 |
|
|
|
116,875 |
|
|
|
109,325 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and casualty |
|
|
|
|
|
|
|
|
|
|
|
|
Premiums earned, net |
|
|
98,580 |
|
|
|
95,596 |
|
|
|
93,211 |
|
Intersegment premiums |
|
|
613 |
|
|
|
613 |
|
|
|
610 |
|
Net investment income |
|
|
10,132 |
|
|
|
11,679 |
|
|
|
12,545 |
|
|
|
|
|
|
|
|
|
|
|
Total property and casualty |
|
|
109,325 |
|
|
|
107,888 |
|
|
|
106,366 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other segments* |
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment service revenues |
|
|
45,852 |
|
|
|
52,997 |
|
|
|
46,578 |
|
Operating revenues from external sources |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other segments |
|
|
45,854 |
|
|
|
52,997 |
|
|
|
46,578 |
|
|
|
|
|
|
|
|
|
|
|
Total business segments |
|
|
2,041,408 |
|
|
|
2,027,801 |
|
|
|
1,817,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TSM operating revenues from external sources |
|
|
2,082 |
|
|
|
2,053 |
|
|
|
4,135 |
|
Elimination of intersegment premiums |
|
|
(7,847 |
) |
|
|
(6,994 |
) |
|
|
(7,523 |
) |
Elimination of intersegment service revenue |
|
|
(45,852 |
) |
|
|
(52,997 |
) |
|
|
(46,578 |
) |
|
|
|
|
|
|
|
|
|
|
Consolidated operating revenues |
|
$ |
1,989,791 |
|
|
$ |
1,969,863 |
|
|
$ |
1,767,784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Includes segments that are not required to be reported separately, primarily the data
processing services organization as well as the third-party administrator of health
insurance services. |
64
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
Managed care |
|
$ |
63,798 |
|
|
$ |
57,193 |
|
|
$ |
52,632 |
|
Life |
|
|
17,334 |
|
|
|
14,555 |
|
|
|
12,489 |
|
Property and casualty |
|
|
3,579 |
|
|
|
8,746 |
|
|
|
13,147 |
|
Other segments* |
|
|
1,161 |
|
|
|
1,482 |
|
|
|
985 |
|
|
|
|
|
|
|
|
|
|
|
Total business segments |
|
|
85,872 |
|
|
|
81,976 |
|
|
|
79,253 |
|
TSM operating revenues from external sources |
|
|
2,082 |
|
|
|
2,053 |
|
|
|
4,135 |
|
TSM unallocated operating expenses |
|
|
(9,566 |
) |
|
|
(9,004 |
) |
|
|
(9,283 |
) |
Elimination of TSM charges |
|
|
9,619 |
|
|
|
9,548 |
|
|
|
9,991 |
|
|
|
|
|
|
|
|
|
|
|
Consolidated operating income |
|
|
88,007 |
|
|
|
84,573 |
|
|
|
84,096 |
|
Consolidated net realized investment gains (losses) |
|
|
2,532 |
|
|
|
614 |
|
|
|
(13,940 |
) |
Consolidated net unrealized gain (loss) on trading
securities |
|
|
5,433 |
|
|
|
10,497 |
|
|
|
(21,064 |
) |
Consolidated interest expense |
|
|
(12,658 |
) |
|
|
(13,270 |
) |
|
|
(14,681 |
) |
Consolidated other income (expense), net |
|
|
889 |
|
|
|
1,237 |
|
|
|
(2,467 |
) |
|
|
|
|
|
|
|
|
|
|
Consolidated income before taxes |
|
$ |
84,203 |
|
|
$ |
83,651 |
|
|
$ |
31,944 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Depreciation expense |
|
|
|
|
|
|
|
|
|
|
|
|
Managed care |
|
$ |
12,282 |
|
|
$ |
6,640 |
|
|
$ |
4,339 |
|
Life |
|
|
674 |
|
|
|
663 |
|
|
|
656 |
|
Property and casualty |
|
|
1,680 |
|
|
|
1,477 |
|
|
|
1,450 |
|
|
|
|
|
|
|
|
|
|
|
Total business segments |
|
|
14,636 |
|
|
|
8,780 |
|
|
|
6,445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TSM depreciation expense |
|
|
864 |
|
|
|
863 |
|
|
|
922 |
|
|
|
|
|
|
|
|
|
|
|
Consolidated depreciation expense |
|
$ |
15,500 |
|
|
$ |
9,643 |
|
|
$ |
7,367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Includes segments that are not required to be reported separately, primarily the data
processing services organization as well as the third-party administrator of health insurance
services. |
60
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Assets |
|
|
|
|
|
|
|
|
Managed care |
|
$ |
790,485 |
|
|
$ |
746,674 |
|
Life |
|
|
523,246 |
|
|
|
487,290 |
|
Property and casualty |
|
|
339,955 |
|
|
|
351,793 |
|
Other segments* |
|
|
16,842 |
|
|
|
14,193 |
|
|
|
|
|
|
|
|
Total business segments |
|
|
1,670,528 |
|
|
|
1,599,950 |
|
|
|
|
|
|
|
|
Unallocated amounts related to TSM |
|
|
|
|
|
|
|
|
Cash, cash equivalents, and investments |
|
|
62,841 |
|
|
|
39,029 |
|
Property and equipment, net |
|
|
20,712 |
|
|
|
21,577 |
|
Other assets |
|
|
20,600 |
|
|
|
4,780 |
|
|
|
|
|
|
|
|
|
|
|
104,153 |
|
|
|
65,386 |
|
|
|
|
|
|
|
|
Elimination entries intersegment receivables and others |
|
|
(15,002 |
) |
|
|
(16,632 |
) |
|
|
|
|
|
|
|
Consolidated total assets |
|
$ |
1,759,679 |
|
|
$ |
1,648,704 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Significant noncash items |
|
|
|
|
|
|
|
|
Net change in unrealized gain on securities available for sale |
|
|
|
|
|
|
|
|
Managed care |
|
$ |
(8,512 |
) |
|
$ |
(282 |
) |
Life |
|
|
(7,746 |
) |
|
|
(2,427 |
) |
Property and casualty |
|
|
(2,328 |
) |
|
|
(489 |
) |
Other segments* |
|
|
(196 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total business segments |
|
|
(18,782 |
) |
|
|
(3,198 |
) |
Amount related to TSM |
|
|
(4,820 |
) |
|
|
(341 |
) |
|
|
|
|
|
|
|
Consolidated net change in unrealized gain on securities available
for sale |
|
$ |
(23,602 |
) |
|
$ |
(3,539 |
) |
|
|
|
|
|
|
|
|
|
|
* |
|
Includes segments that are not required to be reported separately, primarily the
data processing services organization as well as the third-party administrator of
health insurance services. |
61
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
30. Quarterly Financial Information (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
|
March 31 |
|
|
June 30 |
|
|
September 30 |
|
|
December 31 |
|
|
Total |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums earned, net |
|
$ |
494,177 |
|
|
$ |
502,761 |
|
|
$ |
496,511 |
|
|
$ |
407,651 |
|
|
$ |
1,901,100 |
|
Administrative service fees |
|
|
12,498 |
|
|
|
12,166 |
|
|
|
10,195 |
|
|
|
4,687 |
|
|
|
39,546 |
|
Net investment income |
|
|
12,423 |
|
|
|
12,671 |
|
|
|
12,794 |
|
|
|
11,257 |
|
|
|
49,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating
revenues |
|
|
519,098 |
|
|
|
527,598 |
|
|
|
519,500 |
|
|
|
423,595 |
|
|
|
1,989,791 |
|
Net realized investment
(losses) gains |
|
|
(1,379 |
) |
|
|
1,433 |
|
|
|
(313 |
) |
|
|
2,791 |
|
|
|
2,532 |
|
Net unrealized investment
(losses) gains on trading securities |
|
|
2,030 |
|
|
|
(6,010 |
) |
|
|
4,611 |
|
|
|
4,802 |
|
|
|
5,433 |
|
Other (loss) income, net |
|
|
152 |
|
|
|
(324 |
) |
|
|
576 |
|
|
|
485 |
|
|
|
889 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
519,901 |
|
|
|
522,697 |
|
|
|
524,374 |
|
|
|
431,673 |
|
|
|
1,998,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefits and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Claims incurred |
|
|
425,828 |
|
|
|
424,838 |
|
|
|
421,514 |
|
|
|
324,609 |
|
|
|
1,596,789 |
|
Operating expenses |
|
|
76,871 |
|
|
|
76,720 |
|
|
|
74,111 |
|
|
|
77,293 |
|
|
|
304,995 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating costs |
|
|
502,699 |
|
|
|
501,558 |
|
|
|
495,625 |
|
|
|
401,902 |
|
|
|
1,901,784 |
|
Interest expense |
|
|
3,228 |
|
|
|
3,372 |
|
|
|
3,026 |
|
|
|
3,032 |
|
|
|
12,658 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total benefits and
expenses |
|
|
505,927 |
|
|
|
504,930 |
|
|
|
498,651 |
|
|
|
404,934 |
|
|
|
1,914,442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
13,974 |
|
|
|
17,767 |
|
|
|
25,723 |
|
|
|
26,739 |
|
|
|
84,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
3,544 |
|
|
|
4,877 |
|
|
|
6,040 |
|
|
|
(113 |
) |
|
|
14,348 |
|
Deferred |
|
|
(762 |
) |
|
|
(2,167 |
) |
|
|
(805 |
) |
|
|
6,788 |
|
|
|
3,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income taxes |
|
|
2,782 |
|
|
|
2,710 |
|
|
|
5,235 |
|
|
|
6,675 |
|
|
|
17,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
11,192 |
|
|
$ |
15,057 |
|
|
$ |
20,488 |
|
|
$ |
20,064 |
|
|
$ |
66,801 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share |
|
$ |
0.38 |
|
|
$ |
0.52 |
|
|
$ |
0.70 |
|
|
$ |
0.70 |
|
|
$ |
2.30 |
|
Diluted net income per share |
|
$ |
0.38 |
|
|
$ |
0.51 |
|
|
$ |
0.70 |
|
|
$ |
0.69 |
|
|
$ |
2.28 |
|
62
Triple-S Management Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009 and 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
|
March 31 |
|
|
June 30 |
|
|
September 30 |
|
|
December 31 |
|
|
Total |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums earned, net |
|
$ |
451,438 |
|
|
$ |
463,072 |
|
|
$ |
476,269 |
|
|
$ |
478,305 |
|
|
$ |
1,869,084 |
|
Administrative service fees |
|
|
8,866 |
|
|
|
11,319 |
|
|
|
9,797 |
|
|
|
18,661 |
|
|
|
48,643 |
|
Net investment income |
|
|
12,541 |
|
|
|
13,360 |
|
|
|
12,955 |
|
|
|
13,280 |
|
|
|
52,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating
revenues |
|
|
472,845 |
|
|
|
487,751 |
|
|
|
499,021 |
|
|
|
510,246 |
|
|
|
1,969,863 |
|
Net realized investment
(losses) gains |
|
|
(1,727 |
) |
|
|
(1,625 |
) |
|
|
2,150 |
|
|
|
1,816 |
|
|
|
614 |
|
Net unrealized investment
(losses) gains on trading securities |
|
|
(2,476 |
) |
|
|
5,652 |
|
|
|
4,860 |
|
|
|
2,461 |
|
|
|
10,497 |
|
Other (loss) income, net |
|
|
(379 |
) |
|
|
704 |
|
|
|
67 |
|
|
|
845 |
|
|
|
1,237 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
468,263 |
|
|
|
492,482 |
|
|
|
506,098 |
|
|
|
515,368 |
|
|
|
1,982,211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefits and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Claims incurred |
|
|
393,486 |
|
|
|
395,271 |
|
|
|
412,392 |
|
|
|
404,723 |
|
|
|
1,605,872 |
|
Operating expenses |
|
|
68,252 |
|
|
|
68,603 |
|
|
|
71,205 |
|
|
|
71,358 |
|
|
|
279,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating costs |
|
|
461,738 |
|
|
|
463,874 |
|
|
|
483,597 |
|
|
|
476,081 |
|
|
|
1,885,290 |
|
Interest expense |
|
|
3,264 |
|
|
|
3,357 |
|
|
|
3,338 |
|
|
|
3,311 |
|
|
|
13,270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total benefits and
expenses |
|
|
465,002 |
|
|
|
467,231 |
|
|
|
486,935 |
|
|
|
479,392 |
|
|
|
1,898,560 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
3,261 |
|
|
|
25,251 |
|
|
|
19,163 |
|
|
|
35,976 |
|
|
|
83,651 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
451 |
|
|
|
9,090 |
|
|
|
2,096 |
|
|
|
7,560 |
|
|
|
19,197 |
|
Deferred |
|
|
(1,122 |
) |
|
|
(2,499 |
) |
|
|
(1,017 |
) |
|
|
312 |
|
|
|
(4,326 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income taxes |
|
|
(671 |
) |
|
|
6,591 |
|
|
|
1,079 |
|
|
|
7,872 |
|
|
|
14,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
3,932 |
|
|
$ |
18,660 |
|
|
$ |
18,084 |
|
|
$ |
28,104 |
|
|
$ |
68,780 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share |
|
$ |
0.13 |
|
|
$ |
0.64 |
|
|
$ |
0.62 |
|
|
$ |
0.96 |
|
|
$ |
2.33 |
|
Diluted net income per share |
|
$ |
0.13 |
|
|
$ |
0.63 |
|
|
$ |
0.62 |
|
|
$ |
0.96 |
|
|
$ |
2.33 |
|
|
|
The Company evaluated subsequent events through the date the financial statements were issued.
No events, other than those described in these notes, have occurred that require disclosure
pursuant to current Accounting Standard Codification. |
63
Triple-S Management Corporation
Schedule II
Condensed Financial Information of Triple-S Management Corporation
(Registrant)
Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
(in thousands) |
|
2010 |
|
|
2009 |
|
Assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
167 |
|
|
$ |
361 |
|
Securities available for sale, at fair value: |
|
|
|
|
|
|
|
|
Fixed maturities (amortized cost of $45,753 in 2010 and
$31,914 in 2009) |
|
|
49,649 |
|
|
|
32,242 |
|
Equity Securities (cost of $11,444 in 2010 and $7,800 in 2009) |
|
|
12,172 |
|
|
|
6,426 |
|
Securities held to maturity, at amortized cost: |
|
|
|
|
|
|
|
|
Fixed maturities (fair value of $974 in 2010) |
|
|
1,017 |
|
|
|
|
|
Investment in subsidiaries |
|
|
661,886 |
|
|
|
579,588 |
|
Note receivable and accrued interest from subsidiary |
|
|
44,140 |
|
|
|
46,354 |
|
Due from subsidiaries |
|
|
|
|
|
|
2,552 |
|
Deferred tax assets |
|
|
18,829 |
|
|
|
14,984 |
|
Other assets |
|
|
23,139 |
|
|
|
24,152 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
810,999 |
|
|
$ |
706,659 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Due to subsidiary |
|
|
4,182 |
|
|
|
4,335 |
|
Short-term borrowings |
|
|
15,575 |
|
|
|
|
|
Long-term borrowings |
|
|
116,027 |
|
|
|
117,667 |
|
Liability for pension benefits |
|
|
51,246 |
|
|
|
41,044 |
|
Other liabilities |
|
|
6,697 |
|
|
|
5,841 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
193,727 |
|
|
|
168,887 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
Common stock, class A |
|
|
9,043 |
|
|
|
9,043 |
|
Common stock, class B |
|
|
19,773 |
|
|
|
20,110 |
|
Additional paid-in-capital |
|
|
155,299 |
|
|
|
159,303 |
|
Retained earnings |
|
|
427,693 |
|
|
|
360,892 |
|
Accumulated other comprehensive income (loss), net |
|
|
5,464 |
|
|
|
(11,576 |
) |
|
|
|
|
|
|
|
Total stockholders equity |
|
|
617,272 |
|
|
|
537,772 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
810,999 |
|
|
$ |
706,659 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed financial statements
Triple-S Management Corporation
Schedule II
Condensed Financial Information of Triple-S Management Corporation
Triple-S Management Corporation
Statements of Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2010 |
|
|
2009 |
|
|
2008 |
|
Investment income |
|
$ |
4,588 |
|
|
$ |
5,068 |
|
|
$ |
7,324 |
|
Other revenues |
|
|
11,385 |
|
|
|
8,690 |
|
|
|
8,215 |
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
15,973 |
|
|
|
13,758 |
|
|
|
15,539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
|
9,566 |
|
|
|
9,004 |
|
|
|
9,283 |
|
Interest expense |
|
|
6,038 |
|
|
|
6,693 |
|
|
|
7,301 |
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
15,604 |
|
|
|
15,697 |
|
|
|
16,584 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income taxes |
|
|
369 |
|
|
|
(1,939 |
) |
|
|
(1,045 |
) |
|
|
|
|
|
|
|
|
|
|
Income tax (benefit) expense |
|
|
529 |
|
|
|
(463 |
) |
|
|
268 |
|
|
|
|
|
|
|
|
|
|
|
(Loss) Income of parent company |
|
|
(160 |
) |
|
|
(1,476 |
) |
|
|
(1,313 |
) |
Equity in income of subsidiaries |
|
|
66,961 |
|
|
|
70,256 |
|
|
|
26,103 |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
66,801 |
|
|
$ |
68,780 |
|
|
$ |
24,790 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed financial statements
Triple-S Management Corporation
Schedule II
Condensed Financial Information of Triple-S Management Corporation
(Registrant)
Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
12/31/2010 |
|
|
12/31/2009 |
|
|
12/31/2008 |
|
Net income |
|
$ |
66,801 |
|
|
$ |
68,780 |
|
|
$ |
24,790 |
|
Adjustment to reconcile net income to net cash (used in) |
|
|
|
|
|
|
|
|
|
|
|
|
provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Equity in net income of subsidiaries |
|
|
(66,961 |
) |
|
|
(70,256 |
) |
|
|
(26,103 |
) |
Depreciation and amortization |
|
|
865 |
|
|
|
863 |
|
|
|
922 |
|
Shared- based compensation |
|
|
1,894 |
|
|
|
3,924 |
|
|
|
3,268 |
|
Deferred income tax (expense) benefit |
|
|
392 |
|
|
|
(644 |
) |
|
|
(363 |
) |
Dividends received from subsidiary |
|
|
15,000 |
|
|
|
|
|
|
|
|
|
Other |
|
|
(314 |
) |
|
|
934 |
|
|
|
1,965 |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accrued interest from subisidiary |
|
|
2,214 |
|
|
|
1,985 |
|
|
|
(3,188 |
) |
Due from subsidiaries |
|
|
2,552 |
|
|
|
6,404 |
|
|
|
(8,359 |
) |
Other assets |
|
|
148 |
|
|
|
(175 |
) |
|
|
(1,173 |
) |
Due to subsidiary |
|
|
(153 |
) |
|
|
4,138 |
|
|
|
(5,818 |
) |
Other liabilities |
|
|
(768 |
) |
|
|
(85 |
) |
|
|
2,343 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
21,670 |
|
|
|
15,868 |
|
|
|
(11,716 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from
investing
activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of investment in securities classified as available for sale |
|
|
(95,346 |
) |
|
|
(40,996 |
) |
|
|
(70,684 |
) |
Proceeds from sale and maturities of investment in securities |
|
|
|
|
|
|
|
|
|
|
|
|
classified as available for sale |
|
|
71,782 |
|
|
|
58,324 |
|
|
|
45,905 |
|
Capitalization of subsidiary |
|
|
(6,000 |
) |
|
|
|
|
|
|
|
|
Net (acquisition) retirement of property and equipment |
|
|
|
|
|
|
(792 |
) |
|
|
(47 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities |
|
|
(29,564 |
) |
|
|
16,536 |
|
|
|
(24,826 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flow from
financing
activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Repayments of borrowings |
|
|
(26,640 |
) |
|
|
(1,640 |
) |
|
|
(1,639 |
) |
Net proceeds from short-term
borrowings |
|
|
15,575 |
|
|
|
|
|
|
|
|
|
Proceeds from long-term borrowings |
|
|
25,000 |
|
|
|
|
|
|
|
|
|
Repurchase of common stock |
|
|
(6,235 |
) |
|
|
(32,355 |
) |
|
|
(7,645 |
) |
Other |
|
|
|
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
7,700 |
|
|
|
(33,995 |
) |
|
|
(9,278 |
) |
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
(194 |
) |
|
|
(1,591 |
) |
|
|
(45,820 |
) |
Cash and cash equivalents, beginning of year |
|
|
361 |
|
|
|
1,952 |
|
|
|
47,772 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of year |
|
$ |
167 |
|
|
$ |
361 |
|
|
$ |
1,952 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed financial statements
Triple-S Management Corporation
(Parent Company Only)
Notes to Condensed Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands)
|
|
The accompanying notes to the condensed financial statements should be read in
conjunction with the consolidated financial statements and the accompanying notes thereto
included in Item 15 to the Annual Report on Form 10-K. |
|
(1) |
|
For purposes of these condensed financial statements, Triple-S Management Corporations (the
Company or TSM) investment in its wholly owned subsidiaries is recorded using the equity basis
accounting. |
|
(2) |
|
Significant Accounting Policies |
|
|
|
The significant accounting policies followed by the Company are set forth in the notes to the
consolidated financial statements and the accompanying notes thereto. Refer to Item 15 to the
Annual Report of Form 10-K. |
|
(3) |
|
Reclassifications |
|
|
|
Certain amounts in the 2009 financial statements were reclassified to
conform to the 2010 presentation. We reclassified certain allocations made to subsidiaries
related to the liability for pension benefits. |
|
(4) |
|
Long-Term Borrowings |
|
|
|
A summary of the long-term borrowings entered into by the Company at December 31, 2009 and
2008 follows: |
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Senior unsecured notes payable of $60,000 issued on
December 2005; due December 2020. Interest is
payable monthly at a fixed rate of 6.60%. |
|
$ |
35,000 |
|
|
$ |
60,000 |
|
Senior unsecured notes payable of $35,000 issued on
January 2006; due January 2021. Interest is payable
monthly at a fixed rate of 6.70%. |
|
|
35,000 |
|
|
|
35,000 |
|
Secured loan payable of $41,000, payable in monthly
installments of $137 through July 1, 2024, plus
interest at a rate reset periodically of 100 basis
points over selected LIBOR maturity (which was
1.29% and 1.28% at December 31, 2010,
and 2009, respectively). |
|
|
21,027 |
|
|
|
22,667 |
|
Repurchase agreement of $25.0 million entered on
November 2010, due November 2015. Interest is
payable quarterly at a fixed rate of 1.96%. |
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Total borrowings |
|
$ |
116,027 |
|
|
$ |
117,667 |
|
|
|
|
|
|
|
|
1
Triple-S Management Corporation
(Parent Company Only)
Notes to Condensed Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands)
|
|
Aggregate maturities of the Companys long term borrowings as of December 31, 2010 are
summarized as follows: |
|
|
|
|
|
Year ending December 31 |
|
|
|
|
2011 |
|
$ |
1,640 |
|
2012 |
|
|
1,640 |
|
2013 |
|
|
1,640 |
|
2014 |
|
|
1,640 |
|
2015 |
|
|
26,640 |
|
Thereafter |
|
|
82,827 |
|
|
|
|
|
|
|
$ |
116,027 |
|
|
|
|
|
|
|
All of the Companys senior notes can be prepaid at par, in total or partially, five
years after issuance as determined by the Company. |
|
|
|
Debt issuance costs related to each of the Companys senior unsecured notes were deferred and
are being amortized over the term of its respective senior note. Unamortized debt issuance
costs related to these senior unsecured notes as of December 31, 2010 and 2009 amounted to
$431 and $651, respectively, and are included within the other assets in the accompanying
condensed balance sheets. |
|
|
|
The secured loan note payable previously described is guaranteed by a first position held by
the bank on the Companys and its subsidiaries land, building, and substantially all leasehold
improvements, as collateral for the term of the loans under a continuing general security
agreement. This secured loan contains certain non-financial covenants, which are customary in
this type of facility, including but not limited to, restrictions on the granting of certain
liens, limitations on acquisitions and limitation on changes in control. |
|
|
|
The repurchase agreement has pledged as collateral investment securities available for sale
with fair value of $28,453 (face value of $23,918). The investment securities underlying such
agreements were delivered to the financial institution with whom the agreement was transacted.
The dealers may have loaned, or used as collateral securities in the normal course of
business operations. We maintain effective control over the investment securities pledged as
collateral and accordingly, such securities continue to be carried on the accompanying
consolidated balance sheets. |
2
Triple-S Management Corporation
(Parent Company Only)
Notes to Condensed Financial Statements
December 31, 2010, 2009 and 2008
(dollar amounts in thousands)
(5) |
|
Transactions with Related Parties |
|
|
|
The following are the significant related-party transactions made for the three-year period
ended December 31, 2010, 2009 and 2008: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
2009 |
|
2008 |
Rent charges to subsidiaries |
|
$ |
7,468 |
|
|
$ |
7,422 |
|
|
$ |
7,286 |
|
Interest charged to subsidiary
on note receivable |
|
|
2,786 |
|
|
|
3,015 |
|
|
|
3,189 |
|
Transfers in due to investments
purchased |
|
|
83,502 |
|
|
|
3,230 |
|
|
|
|
|
Transfers out due to investments
sold |
|
|
59,911 |
|
|
|
6,274 |
|
|
|
|
|
|
|
As of December 31, 2010 the Company has a note receivable from a subsidiary amounting to
$37,000 pursuant to the provisions of Article 29.30 of the Puerto Rico Insurance Code. The
note receivable from subsidiary is due on demand; however, pursuant to the requirements
established by the Commissioner of Insurance, the parties agreed that no payment of the total
principal nor the interest due on the loan will be made without first obtaining written
authorization from the Commissioner of Insurance within at least 60 days prior to the proposed
payment date. This note bears interest at 6.6% at December 31, 2010 and 2009, respectively.
Accrued interest at December 31, 2010 and 2009 amounted to $7,140 and $9,354, respectively. |
3
Triple-S Management Corporation and Subsidiaries
Schedule III Supplementary Insurance Information
For the years ended December 31, 2010, 2009 and 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollar amounts in thousands) |
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of |
|
|
|
|
|
|
|
|
|
Policy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Policy |
|
|
|
|
|
|
|
|
|
Acquisition |
|
|
|
|
|
|
Liability for |
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition |
|
|
|
|
|
|
|
|
|
Costs and Value |
|
|
|
|
|
|
Future |
|
|
|
|
|
|
Policy Claims |
|
|
|
|
|
|
Net |
|
|
|
|
|
|
Costs and Value |
|
|
Other |
|
|
Net |
|
|
|
of Business |
|
|
Claim |
|
|
Policy |
|
|
Unearned |
|
|
and Benefits |
|
|
Premium |
|
|
Investment |
|
|
Claims |
|
|
of Business |
|
|
Operating |
|
|
Premiums |
|
Segment |
|
Acquired |
|
|
Liabilities |
|
|
Benefits |
|
|
Premiums |
|
|
Payable |
|
|
Revenue |
|
|
Income |
|
|
Incurred |
|
|
Acquired |
|
|
Expenses |
|
|
Written |
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Managed care |
|
$ |
|
|
|
$ |
236,170 |
|
|
$ |
|
|
|
$ |
4,600 |
|
|
$ |
|
|
|
$ |
1,700,252 |
|
|
$ |
19,799 |
|
|
$ |
1,497,756 |
|
|
$ |
|
|
|
$ |
201,726 |
|
|
$ |
1,700,252 |
|
Life insurance |
|
|
121,555 |
|
|
|
41,179 |
|
|
|
236,523 |
|
|
|
3,724 |
|
|
|
|
|
|
|
105,819 |
|
|
|
17,130 |
|
|
|
49,804 |
|
|
|
15,168 |
|
|
|
40,643 |
|
|
|
105,819 |
|
Property and casualty insurance |
|
|
24,531 |
|
|
|
82,861 |
|
|
|
|
|
|
|
90,017 |
|
|
|
|
|
|
|
99,193 |
|
|
|
10,132 |
|
|
|
49,229 |
|
|
|
32,861 |
|
|
|
23,656 |
|
|
|
95,508 |
|
Other non-reportable segments, parent
company operations and net
consolidating entries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,164 |
) |
|
|
2,084 |
|
|
|
|
|
|
|
|
|
|
|
(9,059 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
146,086 |
|
|
$ |
360,210 |
|
|
$ |
236,523 |
|
|
$ |
98,341 |
|
|
$ |
|
|
|
$ |
1,901,100 |
|
|
$ |
49,145 |
|
|
$ |
1,596,789 |
|
|
$ |
48,029 |
|
|
$ |
256,966 |
|
|
$ |
1,901,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Managed care |
|
$ |
|
|
|
$ |
236,366 |
|
|
$ |
|
|
|
$ |
6,996 |
|
|
$ |
|
|
|
$ |
1,677,080 |
|
|
$ |
21,641 |
|
|
$ |
1,508,185 |
|
|
$ |
|
|
|
$ |
184,663 |
|
|
$ |
1,677,080 |
|
Life insurance |
|
|
112,908 |
|
|
|
40,100 |
|
|
|
222,619 |
|
|
|
4,163 |
|
|
|
|
|
|
|
100,112 |
|
|
|
16,763 |
|
|
|
50,353 |
|
|
|
16,844 |
|
|
|
35,123 |
|
|
|
100,112 |
|
Property and casualty insurance |
|
|
27,009 |
|
|
|
83,980 |
|
|
|
|
|
|
|
97,183 |
|
|
|
|
|
|
|
96,209 |
|
|
|
11,679 |
|
|
|
47,334 |
|
|
|
28,284 |
|
|
|
23,524 |
|
|
|
95,817 |
|
Other non-reportable segments, parent
company operations and net
consolidating entries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,317 |
) |
|
|
2,053 |
|
|
|
|
|
|
|
|
|
|
|
(9,020 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
139,917 |
|
|
$ |
360,446 |
|
|
$ |
222,619 |
|
|
$ |
108,342 |
|
|
$ |
|
|
|
$ |
1,869,084 |
|
|
$ |
52,136 |
|
|
$ |
1,605,872 |
|
|
$ |
45,128 |
|
|
$ |
234,290 |
|
|
$ |
1,873,009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Managed care |
|
$ |
|
|
|
$ |
201,849 |
|
|
$ |
|
|
|
$ |
5,585 |
|
|
$ |
|
|
|
$ |
1,509,912 |
|
|
$ |
23,091 |
|
|
$ |
1,342,258 |
|
|
$ |
|
|
|
$ |
160,591 |
|
|
$ |
1,509,912 |
|
Life insurance |
|
|
101,243 |
|
|
|
39,948 |
|
|
|
207,545 |
|
|
|
3,370 |
|
|
|
|
|
|
|
92,843 |
|
|
|
16,482 |
|
|
|
47,432 |
|
|
|
16,404 |
|
|
|
33,000 |
|
|
|
92,843 |
|
Property and casualty insurance |
|
|
25,104 |
|
|
|
81,913 |
|
|
|
|
|
|
|
101,186 |
|
|
|
|
|
|
|
93,821 |
|
|
|
12,546 |
|
|
|
42,111 |
|
|
|
27,383 |
|
|
|
23,725 |
|
|
|
95,867 |
|
Other non-reportable segments, parent
company operations and net
consolidating entries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,232 |
) |
|
|
4,134 |
|
|
|
|
|
|
|
|
|
|
|
(9,216 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
126,347 |
|
|
$ |
323,710 |
|
|
$ |
207,545 |
|
|
$ |
110,141 |
|
|
$ |
|
|
|
$ |
1,692,344 |
|
|
$ |
56,253 |
|
|
$ |
1,431,801 |
|
|
$ |
43,787 |
|
|
$ |
208,100 |
|
|
$ |
1,698,622 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying independent registered public accounting firms report and notes to financial statements.
Triple-S Management Corporation and Subsidiaries
Schedule IV Reinsurance
For the years ended December 31, 2010, 2009 and 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage |
|
|
|
|
|
|
|
Ceded to |
|
|
Assumed |
|
|
|
|
|
|
of Amount |
|
|
|
Gross |
|
|
Other |
|
|
from Other |
|
|
Net |
|
|
Assumed |
|
(Dollar amounts in thousands) |
|
Amount |
|
|
Companies (1) |
|
|
Companies |
|
|
Amount |
|
|
to Net |
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life insurance in force |
|
$ |
8,926,668 |
|
|
$ |
2,987,054 |
|
|
$ |
|
|
|
$ |
5,939,614 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life insurance |
|
$ |
111,085 |
|
|
$ |
5,648 |
|
|
$ |
|
|
|
$ |
105,437 |
|
|
|
0.0 |
% |
Accident and health insurance |
|
|
1,708,289 |
|
|
|
11,206 |
|
|
|
|
|
|
|
1,697,083 |
|
|
|
0.0 |
% |
Property and casualty insurance |
|
|
162,326 |
|
|
|
63,746 |
|
|
|
|
|
|
|
98,580 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total premiums |
|
$ |
1,981,700 |
|
|
$ |
80,600 |
|
|
$ |
|
|
|
$ |
1,901,100 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life insurance in force |
|
$ |
10,714,252 |
|
|
$ |
2,937,377 |
|
|
$ |
|
|
|
$ |
7,776,875 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life insurance |
|
$ |
106,243 |
|
|
$ |
6,131 |
|
|
$ |
|
|
|
$ |
100,112 |
|
|
|
0.0 |
% |
Accident and health insurance |
|
|
1,680,496 |
|
|
|
7,341 |
|
|
|
|
|
|
|
1,673,155 |
|
|
|
0.0 |
% |
Property and casualty insurance |
|
|
163,358 |
|
|
|
67,541 |
|
|
|
|
|
|
|
95,817 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total premiums |
|
$ |
1,950,097 |
|
|
$ |
81,013 |
|
|
$ |
|
|
|
$ |
1,869,084 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life insurance in force |
|
$ |
10,503,170 |
|
|
$ |
2,823,647 |
|
|
$ |
|
|
|
$ |
7,679,523 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life insurance |
|
$ |
100,413 |
|
|
$ |
7,570 |
|
|
$ |
|
|
|
$ |
92,843 |
|
|
|
0.0 |
% |
Accident and health insurance |
|
|
1,509,257 |
|
|
|
5,623 |
|
|
|
|
|
|
|
1,503,634 |
|
|
|
0.0 |
% |
Property and casualty insurance |
|
|
167,982 |
|
|
|
72,115 |
|
|
|
|
|
|
|
95,867 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total premiums |
|
$ |
1,777,652 |
|
|
$ |
85,308 |
|
|
$ |
|
|
|
$ |
1,692,344 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Premiums ceded on the life insurance business are net of commission income on reinsurance
amounting to $42 and $287 for the years ended December 31, 2009 and 2008. None for the year
ended December 31, 2010. |
See accompanying independent registered public accounting firms report and notes to financial statements.
Triple-S Management Corporation and Subsidiaries
Schedule V Valuation and Qualifying Accounts
For the years ended December 31, 2010, 2009 and 2008
(Dollar amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
Charged to |
|
|
Charged (Reversal) |
|
|
|
|
|
|
Balance at |
|
|
|
Beginning of |
|
|
Costs and |
|
|
To Other Accounts |
|
|
Deductions - |
|
|
End of |
|
|
|
Period |
|
|
Expenses |
|
|
- Describe (1) |
|
|
Describe (2) |
|
|
Period |
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful receivables |
|
$ |
25,234 |
|
|
|
7,118 |
|
|
|
(9,967 |
) |
|
|
(2,351 |
) |
|
$ |
20,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful receivables |
|
$ |
14,745 |
|
|
|
2,149 |
|
|
|
10,065 |
|
|
|
(1,725 |
) |
|
$ |
25,234 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful receivables |
|
$ |
15,925 |
|
|
|
821 |
|
|
|
|
|
|
|
(2,001 |
) |
|
$ |
14,745 |
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(1) |
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Represents premiums adjustment to provide for unresolved reconciliation
items with the Government of Puerto Rico and other entities. |
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(2) |
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Deductions represent the write-off of accounts deemed uncollectible. |
See accompanying independent registered public accounting firms report and notes to financial statements.