e10vq
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2010
or
     
o   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
     
Puerto Rico   66-0555678
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer Identification No.)
 
1441 F.D. Roosevelt Avenue    
San Juan, Puerto Rico   00920
(Address of principal executive offices)   (Zip code)
(787) 749-4949
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
     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 check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
             
Large accelerated filer o   Accelerated filer þ   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes   þ No
     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
     
Title of each class   Outstanding at July 22, 2010
     
Common Stock Class A, $1.00 par value   9,042,809
Common Stock Class B, $1.00 par value   20,124,664
 
 

 


 

Triple-S Management Corporation
FORM 10-Q
For the Quarter Ended June 30, 2010
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 EX-10.1
 EX-10.2
 EX-10.3
 EX-31.1
 EX-31.2
 EX-32.1
 EX-32.2

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Part I – Financial Information
Item 1. Financial Statements
Triple-S Management Corporation
Consolidated Balance Sheets (Unaudited)
(Dollar amounts in thousands,except per share data)
                 
    June 30,     December 31,  
    2010     2009  
Assets
               
 
               
Investments and cash:
               
Equity securities held for trading, at fair value
  $ 41,643     $ 43,909  
Securities available for sale, at fair value:
               
Fixed maturities
    998,419       918,977  
Equity securities
    65,250       64,689  
Securities held to maturity, at amortized cost:
               
Fixed maturities
    14,942       15,794  
Policy loans
    6,054       5,940  
Cash and cash equivalents
    34,303       40,376  
 
           
Total investments and cash
    1,160,611       1,089,685  
Premiums and other receivables, net
    335,121       272,932  
Deferred policy acquisition costs and value of  business acquired
    140,456       139,917  
Property and equipment, net
    73,693       68,803  
Deferred tax asset
    28,305       37,551  
Other assets
    32,388       39,816  
 
 
           
Total assets
  $ 1,770,574     $ 1,648,704  
 
           
 
               
Liabilities and Stockholders’ Equity
               
 
               
Claim liabilities
    411,410       360,446  
Liability for future policy benefits
    229,097       222,619  
Unearned premiums
    93,256       108,342  
Policyholder deposits
    49,643       47,563  
Liability to Federal Employees’ Health Benefits Program (FEHBP)
    12,024       13,002  
Accounts payable and accrued liabilities
    140,423       139,161  
Deferred tax liability
    12,304       11,088  
Short-term borrowings
    17,695        
Long-term borrowings
    166,847       167,667  
Liability for pension benefits
    40,739       41,044  
 
 
           
Total liabilities
    1,173,438       1,110,932  
 
           
Stockholders’ equity:
               
Common stock Class A, $1 par value. Authorized 100,000,000 shares; issued and outstanding 9,042,809 at June 30, 2010 and December 31, 2009
    9,043       9,043  
Common stock Class B, $1 par value. Authorized 100,000,000 shares; issued and outstanding 20,110,391 shares at June 30, 2010 and December 31, 2009, respectively
    20,110       20,110  
Additional paid-in capital
    159,981       159,303  
Retained earnings
    387,141       360,892  
Accumulated other comprehensive income (loss)
    20,861       (11,576 )
 
           
Total stockholders’ equity
    597,136       537,772  
 
           
 
Total liabilities and stockholders’ equity
  $ 1,770,574     $ 1,648,704  
 
           
See accompanying notes to unaudited consolidated financial statements.

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Triple-S Management Corporation
Consolidated Statements of Earnings (Unaudited)
(Dollar amounts in thousands,except per share data)
                                 
    Three months ended     Six months ended  
    June 30,     June 30,  
    2010     2009     2010     2009  
Revenues:
                               
Premiums earned, net
  $ 502,761     $ 463,072     $ 996,938     $ 914,509  
Administrative service fees
    12,166       11,319       24,664       20,185  
Net investment income
    12,671       13,360       25,094       25,901  
 
                       
Total operating revenues
    527,598       487,751       1,046,696       960,595  
 
                       
Net realized investment losses:
                               
Total other-than-temporary impairment losses on securities
    (761 )     (3,052 )     (2,616 )     (5,713 )
Net realized gains, excluding other-than-temporary impairment losses on securities
    2,194       1,427       2,670       2,361  
 
                       
Total net realized investment gains (losses)
    1,433       (1,625 )     54       (3,352 )
 
                       
Net unrealized investment (loss) gain on trading securities
    (6,010 )     5,652       (3,980 )     3,176  
Other (expense) income, net
    (324 )     704       (172 )     325  
 
                       
Total revenues
    522,697       492,482       1,042,598       960,744  
 
                       
 
                               
Benefits and expenses:
                               
Claims incurred
    424,838       395,271       850,666       788,756  
Operating expenses
    76,720       68,603       153,591       136,855  
 
                       
Total operating costs
    501,558       463,874       1,004,257       925,611  
 
Interest expense
    3,372       3,357       6,600       6,621  
 
                       
Total benefits and expenses
    504,930       467,231       1,010,857       932,232  
 
                       
Income before taxes
    17,767       25,251       31,741       28,512  
 
                       
 
                               
Income tax expense (benefit):
                               
Current
    4,877       9,090       8,421       9,541  
Deferred
    (2,167 )     (2,499 )     (2,929 )     (3,621 )
 
                       
Total income taxes
    2,710       6,591       5,492       5,920  
 
                       
Net income
  $ 15,057     $ 18,660     $ 26,249     $ 22,592  
 
                       
Basic net income per share
  $ 0.52     $ 0.64     $ 0.90     $ 0.76  
 
Diluted net income per share
  $ 0.51     $ 0.63     $ 0.90     $ 0.76  
See accompanying notes to unaudited consolidated financial statements.

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Triple-S Management Corporation
Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) (Unaudited)
(Dollar amounts in thousands, except per share data)
                 
    2010     2009  
Balance at January 1
  $ 537,772     $ 485,099  
 
               
Share-based compensation
    678       2,452  
Grant of restricted Class B common stock
          27  
Repurchase and retirement of common stock
          (22,034 )
 
Comprehensive income (loss):
               
Net income
    26,249       22,592  
Net unrealized change in fair value of available for sale securities, net of taxes
    31,843       (733 )
Defined benefit pension plan:
               
Actuarial loss, net
    730       664  
Prior service credit, net
    (136 )     (130 )
 
           
 
Total comprehensive income (loss)
    58,686       22,393  
 
 
           
Balance at June 30
  $ 597,136     $ 487,937  
 
           
See accompanying notes to unaudited consolidated financial statements.

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Triple-S Management Corporation
Consolidated Statements of Cash Flows (Unaudited)
(Dollar amounts in thousands, except per share data)
                 
    Six months ended  
    June 30,  
    2010     2009  
Cash flows from operating activities:
               
Net income
  $ 26,249     $ 22,592  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    6,964       4,219  
Net amortization of investments
    1,683       367  
Provision for doubtful receivables
    5,048       7,012  
Deferred tax benefit
    (2,929 )     (3,621 )
Net realized investment (gain) loss on sale of securities
    (54 )     3,352  
Net unrealized loss (gain) on trading securities
    3,980       (3,176 )
Share-based compensation
    678       2,479  
Proceeds from trading securities sold:
               
Equity securities
    2,706       2,419  
Acquisition of securities in trading portfolio:
               
Equity securities
    (4,124 )     (2,609 )
(Increase) decrease in assets:
               
Premium and other receivables, net
    (67,174 )     (19,015 )
Deferred policy acquisition costs and value of business acquired
    (539 )     (4,964 )
Other assets
    13,049       12,292  
Increase (decrease) in liabilities:
               
Claim liabilities
    50,964       40,204  
Liability for future policy benefits
    6,478       7,681  
Unearned premiums
    (15,086 )     (13,361 )
Policyholder deposits
    267       457  
Liability to FEHBP
    (978 )     (2,758 )
Accounts payable and accrued liabilities
    4,412       (4,442 )
 
           
Net cash provided by operating activities
    31,594       49,128  
 
           
(Continued)
               

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Triple-S Management Corporation
Consolidated Statements of Cash Flows (Unaudited)
(Dollar amounts in thousands, except per share data)
                 
    Six months ended  
    June 30,  
    2010     2009  
Cash flows from investing activities:
               
Proceeds from investments sold or matured:
               
Securities available for sale:
               
Fixed maturities sold
  $ 43,443     $ 114,876  
Fixed maturities matured/called
    58,312       123,995  
Equity securities
    14,685       1,629  
Securities held to maturity:
               
Fixed maturities matured/called
    1,276       2,915  
Acquisition of investments:
               
Securities available for sale:
               
Fixed maturities
    (143,742 )     (250,641 )
 
Equity securities
    (17,285 )     (2,286 )
Fixed maturity securities held to maturity
    (250 )      
 
Net outflows for policy loans
    (114 )     (70 )
Net capital expenditures
    (10,197 )     (8,876 )
 
           
 
Net cash used in investing activities
    (53,872 )     (18,458 )
 
           
 
Cash flows from financing activities:
               
Change in outstanding checks in excess of bank balances
    (2,483 )     (10,143 )
Change in short-term borrowings
    17,695        
Repayments of long-term borrowings
    (820 )     (820 )
Repurchase and retirement of common stock
          (22,034 )
Proceeds from policyholder deposits
    5,772       2,547  
Surrenders of policyholder deposits
    (3,959 )     (3,616 )
 
           
 
Net cash provided by (used in) financing activities
    16,205       (34,066 )
 
           
 
Net decrease in cash and cash equivalents
    (6,073 )     (3,396 )
Cash and cash equivalents:
               
Beginning of period
    40,376       46,095  
 
           
End of period
  $ 34,303     $ 42,699  
 
           
See accompanying notes to unaudited consolidated financial statements.

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Triple-S Management Corporation
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

(Unaudited)
(1) Basis of Presentation
     The accompanying consolidated interim financial statements prepared by Triple-S Management Corporation and its subsidiaries are unaudited. In this filing, the “Corporation”, the “Company”, “TSM”, “we”, “us” and “our” refer to Triple-S Management Corporation and its subsidiaries. The consolidated interim financial statements do not include all of the information and the footnotes required by accounting principles generally accepted in the U.S. (GAAP) for complete financial statements. These consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2009.
     Certain amounts in the 2009 consolidated statement of earnings were reclassified to conform to the 2010 presentation.
     In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair statement of such consolidated interim financial statements have been included. The results of operations for the three months and six months ended June 30, 2010 are not necessarily indicative of the results for the full year.
(2) Recent 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 entity’s 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.
     Other than the accounting pronouncement disclosed above, there were no other new accounting pronouncements issued during the six months ended June 30, 2010 that could have a material impact on the Corporation’s financial position, operating results or financials statement disclosures.

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Triple-S Management Corporation
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

(Unaudited)
(3) Segment Information
     The operations of the Corporation are conducted principally through three business segments: Managed Care, Life Insurance, and Property and Casualty Insurance. The Corporation 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 Corporation calculates operating income or loss as operating revenues less operating costs.
     The following tables summarize the operations by major operating segment for the three months and six months ended June 30, 2010 and 2009:
                                 
    Three months ended     Six months ended  
    June 30,     June 30,  
    2010     2009     2010     2009  
Operating revenues:
                               
Managed Care:
                               
Premiums earned, net
  $ 451,688     $ 414,077     $ 894,747     $ 816,701  
Administrative service fees
    12,166       11,319       24,664       20,185  
Intersegment premiums /service fees
    1,516       1,495       3,068       2,948  
Net investment income
    5,075       5,376       10,037       10,518  
 
                       
Total managed care
    470,445       432,267       932,516       850,352  
 
                       
Life Insurance:
                               
Premiums earned, net
    25,998       25,148       51,804       49,553  
Intersegment premiums
    96       94       194       185  
Net investment income
    4,240       4,383       8,446       8,387  
 
                       
Total life insurance
    30,334       29,625       60,444       58,125  
 
                       
Property and Casualty Insurance:
                               
Premiums earned, net
    25,075       23,846       50,387       48,254  
Intersegment premiums
    154       154       307       307  
Net investment income
    2,868       2,984       5,603       5,785  
 
                       
Total property and casualty insurance
    28,097       26,984       56,297       54,346  
 
                       
Other segments — intersegment service revenues *
    14,171       13,210       27,675       25,114  
 
                       
Total business segments
    543,047       502,086       1,076,932       987,937  
TSM operating revenues from external sources
    488       618       1,008       1,212  
Elimination of intersegment premiums
    (1,766 )     (1,743 )     (3,569 )     (3,440 )
Elimination of intersegment service fees
    (14,171 )     (13,210 )     (27,675 )     (25,114 )
 
                       
Consolidated operating revenues
  $ 527,598     $ 487,751     $ 1,046,696     $ 960,595  
 
                       
 
*   Includes segments that are not required to be reported separately. These segments include the data processing services organization as well as the third-party administrator of managed care services.

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Triple-S Management Corporation
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

(Unaudited)
                                 
    Three months ended     Six months ended  
    June 30,     June 30,  
    2010     2009     2010     2009  
Operating income:
                               
Managed care
  $ 18,467       16,207     $ 31,115       21,982  
Life insurance
    4,688       3,912       8,526       6,946  
Property and casualty insurance
    1,971       2,802       1,069       4,149  
Other segments *
    311       235       498       362  
 
                       
Total business segments
    25,437       23,156       41,208       33,439  
TSM operating revenues from external sources
    488       618       1,008       1,212  
TSM unallocated operating expenses
    (2,211 )     (2,166 )     (4,424 )     (4,470 )
Elimination of TSM intersegment charges
    2,326       2,269       4,647       4,803  
 
                       
Consolidated operating income
    26,040       23,877       42,439       34,984  
Consolidated net realized investment gains (losses)
    1,433       (1,625 )     54       (3,352 )
Consolidated net unrealized gain (loss) on trading securities
    (6,010 )     5,652       (3,980 )     3,176  
Consolidated interest expense
    (3,372 )     (3,357 )     (6,600 )     (6,621 )
Consolidated other income (expense), net
    (324 )     704       (172 )     325  
 
                       
Consolidated income before taxes
  $ 17,767       25,251     $ 31,741       28,512  
 
                       
 
                               
Depreciation expense:
                               
Managed care
    3,162       1,413       5,390       2,728  
Life insurance
    168       165       337       310  
Property and casualty insurance
    406       378       805       750  
 
                       
Total business segments
    3,736       1,956       6,532       3,788  
TSM depreciation expense
    216       216       432       431  
 
                       
Consolidated depreciation expense
  $ 3,952       2,172     $ 6,964       4,219  
 
                       
 
*   Includes segments that are not required to be reported separately. These segments include the data processing services organization as well as the third-party administrator of managed care services.

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Triple-S Management Corporation
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

(Unaudited)
                 
    June 30,     December 31,  
    2010     2009  
Assets:
               
Managed care
  $ 836,985     $ 746,674  
Life insurance
    518,084       487,290  
Property and casualty insurance
    349,579       351,793  
Other segments *
    14,605       14,193  
 
           
Total business segments
    1,719,253       1,599,950  
 
           
Unallocated amounts related to TSM:
               
Cash, cash equivalents, and investments
    45,503       39,029  
Property and equipment, net
    21,491       21,577  
Other assets
    3,172       4,780  
 
           
 
    70,166       65,386  
 
           
Elimination entries-intersegment receivables and others
    (18,845 )     (16,632 )
 
           
Consolidated total assets
  $ 1,770,574     $ 1,648,704  
 
           
 
*   Includes segments that are not required to be reported separately. These segments include the data processing services organization as well as the third-party administrator of managed care services.

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Triple-S Management Corporation
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)
(4) Investment in Securities
     The amortized cost for debt securities and cost for 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 June 30, 2010 and December 31, 2009, were as follows:
                                 
    June 30, 2010  
            Gross     Gross        
            unrealized     unrealized     Estimated  
    Cost     gains     losses     fair value  
Trading securities:
                               
Equity securities
  $ 43,789     $ 4,912     $ (7,058 )   $ 41,643  
                                 
    December 31, 2009  
            Gross     Gross        
            unrealized     unrealized     Estimated  
    Cost     gains     losses     fair value  
Trading securities:
                               
Equity securities
  $ 42,075     $ 7,064     $ (5,230 )   $ 43,909  
                                 
    June 30, 2010  
            Gross     Gross        
    Amortized     unrealized     unrealized     Estimated  
    cost     gains     losses     fair value  
Securities available for sale:
                               
Fixed maturities:
                               
Obligations of government- sponsored enterprises
  $ 197,377     $ 11,010     $     $ 208,387  
U.S. Treasury securities and obligations of U.S. government instrumentalities
    47,813       6,502             54,315  
Obligations of the Commonwealth of Puerto Rico and its instrumentalities
    152,102       4,090       (146 )     156,046  
Municipal securities
    200,999       6,929       (275 )     207,653  
Corporate bonds
    101,061       10,033       (31 )     111,063  
Residential mortgage-backed securities
    15,089       1,003       (3 )     16,089  
Collateralized mortgage obligations
    236,839       8,490       (463 )     244,866  
 
                       
Total fixed maturities
    951,280       48,057       (918 )     998,419  
Equity securities:
                               
Common stocks
    900       2,920             3,820  
Preferred stocks
    4,386       67       (1,285 )     3,168  
Perpetual preferred stocks
    1,075             (146 )     929  
Mutual funds
    57,676       2,036       (2,379 )     57,333  
 
                       
Total equity securities
    64,037       5,023       (3,810 )     65,250  
 
                       
Total
  $ 1,015,317     $ 53,080     $ (4,728 )   $ 1,063,669  
 
                       

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Triple-S Management Corporation
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)
                                 
    December 31, 2009  
            Gross     Gross        
    Amortized     unrealized     unrealized     Estimated  
    cost     gains     losses     fair 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  
 
                       
                                 
    June 30, 2010  
            Gross     Gross        
    Amortized     unrealized     unrealized     Estimated  
    cost     gains     losses     fair value  
Securities held to maturity:
                               
Obligations of government- sponsored enterprises
  $ 2,303     $ 172     $     $ 2,475  
U.S. Treasury securities and obligations of U.S. government instrumentalities
    1,480       265             1,745  
Corporate bonds
    9,250       561             9,811  
Residential mortgage-backed securities
    893       47             940  
Certificates of deposit
    1,016                   1,016  
 
                       
Total
  $ 14,942     $ 1,045     $     $ 15,987  
 
                       

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Triple-S Management Corporation
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)
                                 
            December 31, 2009        
            Gross     Gross        
    Amortized     unrealized     unrealized     Estimated  
    cost     gains     losses     fair value  
Securities held to maturity:
                               
Obligations of government- sponsored enterprises
  $ 925     $ 6     $     $ 931  
U.S. Treasury securities and obligations of U.S. government instrumentalities
    3,786       132             3,918  
Corporate bonds
    9,063       534             9,597  
Residential mortgage-backed securities
    1,256       25       (1 )     1,280  
Certificates of deposit
    764                   764  
 
                       
Total
  $ 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 June 30, 2010 and December 31, 2009 were as follows:
                                                                         
    June 30, 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
    2,135       (1 )     6       7,318       (145 )     5       9,453       (146 )     11  
Municipal securities
    15,642       (274 )     13       183       (1 )     1       15,825       (275 )     14  
Corporate bonds
    1,998       (31 )     1                         1,998       (31 )     1  
Residential mortgage-backed securities
    389       (1 )     1       36       (2 )     1       425       (3 )     2  
Collateralized mortgage obligations
    14,255       (201 )     8       4,468       (262 )     4       18,723       (463 )     12  
 
                                                     
Total fixed maturities
    34,419       (508 )     29       12,005       (410 )     11       46,424       (918 )     40  
Equity securities:
                                                                       
Preferred stocks
                      2,715       (1,285 )     1       2,715       (1,285 )     1  
Perpetual preferred stocks
                      854       (146 )     1       854       (146 )     1  
Mutual funds
    18,443       (1,604 )     11       18,542       (775 )     10       36,985       (2,379 )     21  
 
                                                     
Total equity securities
    18,443       (1,604 )     11       22,111       (2,206 )     12       40,554       (3,810 )     23  
 
                                                     
Total for securities available for sale
  $ 52,862     $ (2,112 )     40     $ 34,116     $ (2,616 )     23     $ 86,978     $ (4,728 )     63  
 
                                                     

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Triple-S Management Corporation
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)
                                                                         
    December 31, 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 Corporation 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 Corporation’s 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 investment’s 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 Corporation’s analysis, along with the judgment that must be applied in the analysis, it is possible that the Corporation 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 investee’s ability to meet future contractual obligations may be different than what the Corporation determined during its analysis, which may lead to a different impairment conclusion in future periods. If after monitoring and analyzing impaired securities, the Corporation determines that a decline in the estimated fair value of any available-for-sale security below cost is other-than-temporary, the carrying amount of equity securities is reduced to its fair value and of fixed maturity securities is reduced by the credit component of the other-than-temporary impairment. When a decline in the estimated fair value of any held-to-maturity security below cost is deemed other-than-temporary, the carrying amount of the security is reduced by the other-than-temporary impairment. 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.

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Triple-S Management Corporation
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)
     The Corporation’s process for identifying and reviewing invested assets for other-than temporary impairments during any quarter includes the following:
  Identification and evaluation of securities that have possible indications of other-than-temporary impairment, which includes an analysis of all investments with gross unrealized investment 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 investee’s 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 their 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 Corporation continually reviews its investment portfolios under the Corporation’s 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 Corporation’s investments in obligations of states of the U.S. 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 rates 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 Corporation does not intend to sell the investments; it is not more likely than not that the Corporation will be required to sell the investments before recovery of their amortized cost basis, which may be maturity; and because the Corporation 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. The estimated fair value of these corporate bonds has improved during the six months ended June 30, 2010. In addition, these corporate bonds have investment grade ratings. Because the decline in estimated fair value is principally attributable to changes in interest rates, the Corporation does not intend to sell the investments and its is not more likely than not that the Corporation will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, and because the Corporation 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 were mostly caused by fluctuations in interest rates and credit spreads. The contractual cash flows of these securities, other than private CMOs, are guaranteed by a U.S. government-sponsored enterprise. The Corporation also has investments in private CMOs. Any loss in these securities is determined according to the seniority level of each tranche, with the 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 Corporation owns. Because the decline in fair value is attributable to changes in interest rates and not credit quality, the Corporation does not intend to sell the investments and it is not more likely than not that the Corporation will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, and because the Corporation expects to collect all contractual cash flows, these investments are not considered other-than-temporarily impaired.

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Triple-S Management Corporation
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)
     Preferred Stocks: Because the issuer’s capital ratios are above regulatory levels, this particular instrument has a specified maturity, the issuer has continued dividend payments on this instrument and interest payments on 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 Corporation expects to collect all contractual cash flows, the Corporation does not have the intent to sell the investment, and it is not more likely than not that the Corporation will be required to sell the investment before market price recovery or maturity, this investment is not considered other-than-temporarily impaired.
     Perpetual Preferred Stocks: This security has experienced a slight improvement in value during the six months ended June 30, 2010. The issuer’s capital ratios are above regulatory levels, analysts’ target price is above market price and book value as of March 31, 2010, the Corporation does not have the intent to sell the investment, and the Corporation 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: The unrealized losses in the Corporation’s investment in mutual funds are in several mutual funds that in turn invested in fixed income securities and in broad market indices securities. We evaluated for other-than-temporary impairment these securities as follows:
    Mutual funds invested in fixed income securities: The unrealized loss of each position in this category represents 6% or less of its book value. The Corporation evaluated the invested assets that compose the funds, which are mostly fixed income obligations of the Puerto Rico and U.S. government or its agencies. In Puerto Rico these mutual funds are exempt and have a higher dividend yield than investments in other Puerto Rico securities. As these mutual funds are invested in fixed income securities, they are susceptible to fluctuations in interest rates as well as supply and demand. Earlier in the year the mutual funds showed a relative underperformance when compared to the underlying assets because of a decrease in supply and demand, which caused the market price to be closer to the net asset value compared to where this relationship had been historically. Lately, the demand for these mutual funds has increased because of the high yield the funds offer. Because the current valuations are close to the funds’ underlying assets, the funds’ underlying assets are mostly on investment grade fixed income securities (mostly U.S. and Puerto Rico government and its agencies, which have been affected by general market conditions), and the Corporation has the intent and ability to hold the investments until a market price recovery, these investments are not considered other-than-temporarily impaired.
 
    Broad market indices securities: The unrealized loss of each position in this category is less than 15% of its book value and is the result of fluctuations in equity markets. These positions are designed to mirror the behavior of the Standard &Poor’s 500 and the Russell 1000 Value indices and have been with an unrealized loss for a period less than three months. Because there has been an improvement in the market price of these positions in the period subsequent to June 30, 2010, these positions have been with an unrealized loss for a very short time period, and the Corporation has the intent and ability to hold the investments until a market price recovery, these investments are not considered other-than-temporarily impaired.

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Triple-S Management Corporation
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)
     Maturities of investment securities classified as available for sale and held to maturity at June 30, 2010 were as follows:
                 
    Amortized     Estimated  
    cost     fair value  
Securities available for sale:
               
Due in one year or less
  $ 15,512     $ 15,652  
Due after one year through five years
    80,603       84,048  
Due after five years through ten years
    254,302       267,586  
Due after ten years
    348,935       370,178  
Residential mortgage-backed securities
    15,089       16,089  
Collateralized mortgage obligations
    236,839       244,866  
 
           
 
  $ 951,280     $ 998,419  
 
           
 
               
Securities held to maturity:
               
Due in one year or less
  $ 1,016     $ 1,016  
Due after one year through five years
    9,249       9,810  
Due after five years through ten years
    510       519  
Due after ten years
    3,274       3,702  
Residential mortgage-backed securities
    893       940  
 
           
 
  $ 14,942     $ 15,987  
 
           
     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.

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Triple-S Management Corporation
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

(Unaudited)
     Information regarding realized and unrealized gains and losses from investments for the three months and six months ended June 30, 2010 and 2009 is as follows:
                                 
    Three months ended     Six months ended  
    June 30,     June 30,  
    2010     2009     2010     2009  
Realized gains (losses):
                               
Fixed maturity securities:
                               
Securities available for sale:
                               
Gross gains from sales
  $ 37     $ 1,814     $ 69     $ 3,057  
Gross losses from sales
    (84 )     (3 )     (124 )     (3 )
Gross losses from other-than-temporary impairments
                (95 )     (1,152 )
 
                       
Total debt securities
    (47 )     1,811       (150 )     1,902  
 
                       
Equity securities:
                               
Trading securities:
                               
Gross gains from sales
    212       102       825       320  
Gross losses from sales
    (320 )     (452 )     (529 )     (730 )
 
                       
 
    (108 )     (350 )     296       (410 )
 
                       
Securities available for sale:
                               
Gross gains from sales
    2,906             2,986        
Gross losses from sales
    (557 )     (34 )     (557 )     (283 )
Gross losses from other-than-temporary impairments
    (761 )     (3,052 )     (2,521 )     (4,561 )
 
                       
 
    1,588       (3,086 )     (92 )     (4,844 )
 
                       
Total equity securities
    1,480       (3,436 )     204       (5,254 )
 
                       
Net realized gains (losses) on securities
  $ 1,433     $ (1,625 )   $ 54     $ (3,352 )
 
                       
     The other-than-temporary impairments on its fixed maturity securities are attributable to credit losses.
                                 
    Three months ended     Six months ended  
    June 30,     June 30,  
    2010     2009     2010     2009  
Changes in net unrealized gains (losses):
                               
Recognized in income:
                               
Equity securities – trading
  $ (6,010 )   $ 5,652     $ (3,980 )   $ 3,176  
 
                       
Recognized in accumulated other comprehensive income (loss):
                               
Fixed maturities – available for sale
    27,950       4,405       39,524       (349 )
Equity securities – available for sale
    (6,325 )     7,205       (1,945 )     (509 )
 
                       
 
  $ 21,625     $ 11,610     $ 37,579     $ (858 )
 
                       
Not recognized in the consolidated financial statements:
                               
Fixed maturities – held to maturity
  $ 251     $ (369 )   $ 349     $ (531 )
 
                       
     The deferred tax liability/asset on unrealized gains and losses, respectively, recognized in accumulated other comprehensive income/ (loss) during the six months ended June 30, 2010 and 2009 aggregated to $7,361 and $125, respectively.
     As of June 30, 2010 and December 31, 2009, no individual investment in securities exceeded 10% of stockholders’ equity.

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Triple-S Management Corporation
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

(Unaudited)
     Components of net investment income were as follows:
                                 
    Three months ended     Six months ended  
    June 30,     June 30,  
    2010     2009     2010     2009  
Fixed maturities
  $ 11,406     $ 11,745     $ 22,596     $ 22,869  
Equity securities
    943       1,165       1,839       2,093  
Policy loans
    111       99       217       197  
Cash equivalents and interest-bearing deposits
    33       152       102       359  
Other
    178       199       340       383  
 
                       
Total
  $ 12,671     $ 13,360     $ 25,094     $ 25,901  
 
                       
(5) Premiums and Other Receivables
     Premiums and other receivables as of June 30, 2010 and December 31, 2009 were as follows:
                 
    June 30,     December 31,  
    2010     2009  
Premium
  $ 162,146     $ 98,429  
Self-funded group receivables
    74,585       70,315  
FEHBP
    10,884       10,297  
Agents balances
    30,442       37,888  
Accrued interest
    9,601       9,287  
Reinsurance recoverable
    49,730       43,951  
Other
    28,015       27,999  
 
           
 
    365,403       298,166  
 
           
Less allowance for doubtful receivables:
               
Premiums
    23,417       20,280  
Other
    6,865       4,954  
 
           
 
    30,282       25,234  
 
           
Total premiums and other receivables
  $ 335,121     $ 272,932  
 
           

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Triple-S Management Corporation
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

(Unaudited)
(6) Claim Liabilities
     The activity in the total claim liabilities for the three months and six months ended June 30, 2010 and 2009 is as follows:
                                 
    Three months ended     Six months ended  
    June 30,     June 30,  
    2010     2009     2010     2009  
Claim liabilities at beginning of period
  $ 397,634     $ 362,583     $ 360,446     $ 323,710  
Reinsurance recoverable on claim liabilities
    (31,955 )     (29,387 )     (30,712 )     (30,432 )
 
                       
Net claim liabilities at beginning of period
    365,679       333,196       329,734       293,278  
 
                       
Incurred claims and loss-adjustment expenses:
                               
Current period insured events
    421,912       392,433       841,876       786,714  
Prior period insured events
    574       (655 )     3,335       (4,603 )
 
                       
Total
    422,486       391,778       845,211       782,111  
 
                       
Payments of losses and loss-adjustment expenses:
                               
Current period insured events
    389,179       379,223       567,609       550,331  
Prior period insured events
    20,645       11,991       228,995       191,298  
 
                       
Total
    409,824       391,214       796,604       741,629  
 
                       
Net claim liabilities at end of period
    378,341       333,760       378,341       333,760  
Reinsurance recoverable on claim liabilities
    33,069       30,154       33,069       30,154  
 
                       
Claim liabilities at end of period
  $ 411,410     $ 363,914     $ 411,410     $ 363,914  
 
                       
     As a result of differences between actual amounts and estimates of insured events in prior periods, the amounts included as incurred claims for prior period insured events differ from anticipated claims incurred.
     The amount of incurred claims and loss-adjustment expenses for prior period insured events for the three months and six months ended June 30, 2010 is due primarily to higher than expected utilization trends. The credits in the incurred claims and loss-adjustment expenses for prior period insured events for the three months and six months ended June 30, 2009 is 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 change in the liability for future policy benefits expense, which amounted to $2,352 and $5,455, during the three months and six months ended June 30, 2010, respectively. The change in the liability for future policy benefits during the three months and six months ended June 30, 2009 amount to $3,493 and 6,645, respectively.

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Triple-S Management Corporation
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

(Unaudited)
(7) 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, as defined by FASB guidance for fair value measurements and disclosures, 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 management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.
     The fair value information of financial instruments in the accompanying consolidated financial statements was determined as follows:
(i) Cash and Cash Equivalents
     The carrying amount approximates fair value because of the short-term nature of such instruments.
(ii) 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 4.
(iii) 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.
(iv) 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 June 30, 2010.
(v) 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.
(vi) Borrowings
     The carrying amounts and fair value of the Corporation’s borrowings are as follows:
                                 
    June 30, 2010     December 31, 2009  
    Carrying     Fair     Carrying     Fair  
    amount     value     amount     value  
Loans payable to bank
  $ 21,847     $ 21,847     $ 22,667     $ 22,667  
6.3% senior unsecured notes payable
    50,000       49,725       50,000       48,000  
6.6% senior unsecured notes payable
    60,000       59,025       60,000       57,420  
6.7% senior unsecured notes payable
    35,000       34,470       35,000       33,320  
 
                       
Totals
  $ 166,847     $ 165,067     $ 167,667     $ 161,407  
 
                       

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Triple-S Management Corporation
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

(Unaudited)
     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 was determined using broker quotations. The carrying amount of short-term borrowings approximates fair value because of the short-term nature of such instruments.
(vii) 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 using observable inputs.
     The following table summarizes fair value measurements by level at June 30, 2010 and December 31, 2009 for assets measured at fair value on a recurring basis:
                                 
    June 30, 2010  
    Level 1     Level 2     Level 3     Total  
Equity securities held for trading
  $ 41,643     $     $     $ 41,643  
Securities available for sale:
                               
Fixed maturity securities Obligations of government-sponsored
          208,387             208,387  
U.S. Treasury securities and obligations of U.S government instrumentalities
    54,315                   54,315  
Obligations of the Commonwealth of Puerto and its instrumentalities
          156,046             156,046  
Municipal securities
          207,653             207,653  
Corporate bonds
          111,063             111,063  
Residential agency mortgage-backed securities
          16,089             16,089  
Collateralized mortgage obligations
          244,866             244,866  
 
                       
Total fixed maturities
    54,315       944,104             998,419  
 
                       
Equity securities
                               
Common stocks
    3,820                   3,820  
Preferred stocks
    3,168                   3,168  
Perpetual preferred stocks
    929                   929  
Mutual funds
    10,527       46,107       699       57,333  
 
                       
Total equity securities
    18,444       46,107       699       65,250  
 
                       
Derivatives (reported within other assets in the consolidated balance sheets)
          735             735  
 
                       
Total
  $ 114,402     $ 990,211     $ 699     $ 1,105,312  
 
                       

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Triple-S Management Corporation
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

(Unaudited)
                                 
    December 31, 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
          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 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  
Collateralized 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  
 
                       
Total
  $ 114,971     $ 913,437     $ 775     $ 1,029,183  
 
                       
     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 three months and six months ended June 30, 2010 and 2009 is as follows:
                                                 
    Three months ended  
    June 30, 2010     June 30, 2009  
    Fixed                     Fixed              
    Maturity     Equity             Maturity     Equity        
    Securities     Securities     Total     Securities     Securities     Total  
Beginning balance
  $     $ 775     $ 775     $ 560     $ 1,086     $ 1,646  
Total gains or losses -
                                               
Unrealized in other accumulated comprehensive income
          (76 )     (76 )           661       661  
 
                                   
Ending balance
  $     $ 699     $ 699     $ 560     $ 1,747     $ 2,307  
 
                                   
                                                 
    Six months ended  
    June 30, 2010     June 30, 2009  
    Fixed                     Fixed              
    Maturity     Equity             Maturity     Equity        
    Securities     Securities     Total     Securities     Securities     Total  
Beginning balance
  $     $ 775     $ 775     $ 1,281     $ 1,086     $ 2,367  
Total gains or losses:
                                               
Realized in earnings
                      (1,024 )           (1,024 )
Unrealized in other accumulated comprehensive income
          (76 )     (76 )     303       661       964  
 
                                   
Ending balance
  $     $ 699     $ 699     $ 560     $ 1,747     $ 2,307  
 
                                   

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Triple-S Management Corporation
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

(Unaudited)
     There were no transfers in or transfers out of Level 3 for six months ended June 30, 2010 and 2009.
     The fair value of fixed maturity and equity securities included in the Level 2 category were based on market values obtained from independent pricing services, which utilizes evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information and for structured securities, cash flow and when available loan performance data. Because many fixed income securities do not trade on a daily basis, the pricing company’s evaluated pricing applications apply available information as applicable through processes such as benchmark curves, benchmarking of like securities, sector groupings, and matrix pricing, to prepare evaluations. For certain equity securities, quoted market prices for the identical security are not always available and the fair value is estimated by reference to similar securities for which quoted prices are available. The independent pricing services monitor market indicators, industry and economic events, and for broker-quoted only securities, obtain quotes from market makers or broker-dealers that they recognize to be market participants.
     As of June 30, 2010, a mutual fund investment was classified as Level 3 due to the unavailability of market quotes for the underlying securities.
     During the three months and six months ended June 30, 2009, certain fixed maturity and equity securities classified at Level 3 were thinly traded due to issuer liquidity concerns. Consequently, broker quotes or other observable inputs were not always available and the fair value of these securities was estimated using internal estimates for inputs including, but not limited to, credit spreads, default rates and benchmark yields. An other-than-temporary impairment of approximately $1.1 million was recorded on Level 3 securities during the six months ended June 30, 2009.
(8) Share-Based Compensation
     Share-based compensation expense recorded during the three months and six months ended June 30, 2010 was $173 and $678, respectively. Share-based compensation expense recorded during the three months and six months ended June 30, 2009 was $833 and $2,452, respectively. Share based compensation expense for the six months ended June 30, 2009 includes $937 of compensation cost that should have been recorded in earlier periods. This adjustment relates to employees that qualified for approved retirement as defined under the plan.
(9) Comprehensive Income (Loss)
     The accumulated balances for each classification of other comprehensive income (loss), net of tax, are as follows:
                         
                    Accumulated  
    Net unrealized     Liability for     other  
    gain on     pension     comprehensive  
    securities     benefits     income (loss)  
Balance at January 1
  $ 9,141     $ (20,717 )   $ (11,576 )
Net current period change
    31,843       594       32,437  
 
                 
Balance at June 30
  $ 40,984     $ (20,123 )   $ 20,861  
 
                 
(10) Income Taxes
     Under Puerto Rico income tax law, the Corporation is not allowed to file consolidated tax returns with its subsidiaries. The Corporation and its subsidiaries are subject to Puerto Rico income taxes. The Corporation’s insurance subsidiaries are also subject to U.S. federal income taxes for foreign source dividend income. As of June 30, 2010, tax years 2004 through 2009 for the Corporation and its subsidiaries are subject to examination by Puerto Rico taxing authorities.
     Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statements carrying amounts

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Table of Contents

Triple-S Management Corporation
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

(Unaudited)
of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. 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. Quarterly income taxes are calculated using the effective tax rate determined based on the income forecasted for the full fiscal year.
     On July 10, 2009 the Governor of Puerto Rico signed into law Puerto Rico’s Act No. 37, which requires certain corporations to pay a 5% additional special tax over tax liability. The effective tax rate includes the additional special tax, as enacted.
(11) Pension Plan
     The components of net periodic benefit cost for the three months and six months ended June 30, 2010 and 2009 were as follows:
                                 
    Three months ended     Six months ended  
    June 30, 2010     June 30, 2010  
    2010     2009     2010     2009  
Components of net periodic benefit cost:
                               
Service cost
  $ 1,214     $ 1,197     $ 2,554     $ 2,420  
Interest cost
    1,472       1,346       3,019       2,676  
Expected return on assets
    (1,040 )     (947 )     (2,104 )     (1,912 )
Amortization of prior service benefit
    (110 )     (106 )     (223 )     (213 )
Amortization of actuarial loss
    586       547       1,194       1,090  
 
                       
Net periodic benefit cost
  $ 2,122     $ 2,037     $ 4,440     $ 4,061  
 
                       
     Employer contributions: The Corporation disclosed in its audited consolidated financial statements for the year ended December 31, 2009 that it expected to contribute $7,000 to its pension program in 2010. As of June 30, 2010, the Corporation has contributed $4,000 to the pension program. The Corporation expects to further contribute $3,000 to fund its pension program in 2010.
(12) 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 months and six months ended June 30, 2010 and 2009:
                                 
    Three months ended     Six months ended  
    June 30,     June 30,  
    2010     2009     2010     2009  
Numerator for earnings per share:
                               
Net income available to stockholders
  $ 15,057     $ 18,660     $ 26,249     $ 22,592  
 
                       
Denominator for basic earnings per share:
                               
Weighted average of common shares
    29,088,719       29,344,031       29,080,062       29,781,636  
Effect of dilutive securities
    213,752       59,058       185,816       51,993  
 
                       
Denominator for diluted earnings per share
    29,302,471       29,403,089       29,265,878       29,833,629  
 
                       
Basic net income per share
  $ 0.52     $ 0.64     $ 0.90     $ 0.76  
Diluted net income per share
  $ 0.51     $ 0.63     $ 0.90     $ 0.76  

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Triple-S Management Corporation
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

(Unaudited)
During the three months and six months ended June 30, 2009, the weighted average of stock option shares of approximately 1,013,000 was excluded from the denominator for the diluted earnings per share computation because the stock options were anti-dilutive. There were no anti-dilutive stock options during the three months and six months ended June 30, 2010.
(13) Contingencies
     As of June 30, 2010, 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 Corporation’s 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 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 Corporation, the Corporation’s 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. Discovery is ongoing. The Corporation 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 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

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Triple-S Management Corporation
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

(Unaudited)
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 removed the case to federal court, which the plaintiffs and the other codefendants, including the Corporation, opposed. The federal District Court 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 court’s decision premature. The Court of Appeals remanded the case to the federal District Court and allowed limited discovery to determine whether the case should be heard in federal court pursuant to CAFA.
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 Commissioner’s 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 attorney’s fees. The Corporation is vigorously contesting this lawsuit because, among other reasons, the Commissioner’s order is final and cannot be collaterally attacked in this litigation.
Puerto Rico Center for Municipal Revenue Collection
     On March 1, 2006 and March 3, 2006, respectively, the Puerto Rico Center for Municipal Revenue Collection (CRIM) imposed a real property tax assessment of approximately $1.3 million and a personal property tax assessment of approximately $4.0 million upon TSS for fiscal years 1992-1993 through 2002-2003. During that time, TSS qualified as a tax-exempt entity under Puerto Rico law pursuant to rulings issued by the Puerto Rico tax authorities. In imposing the tax assessments, CRIM revoked the tax rulings retroactively, based on its contention that a for-profit corporation such as TSS is not entitled to such an exemption. TSS unsuccessfully filed suit in the local court system —up to the level of the Puerto Rico Supreme Court— and a petition for a writ of certiorari before the U.S. Supreme Court, based on its strong belief that CRIM’s retroactive revocation of applicable tax rulings and its imposition of a tax liability reaching back over ten years constituted a violation of the Corporation’s due process rights.
     TSS is currently considering further legal action, based on its position that the tax amount was calculated, notified and reviewed in violation of municipal property tax law. TSS is also evaluating its rights under Law No. 71 of July 2, 2010, which provides an incentive plan for the payment of property taxes through the waiver of accumulated interest, penalties and surcharges.
     The Corporation recorded an accrual which is included within accounts payable and accrued liabilities in the accompanying consolidated financial statements.
Claims by Heirs of Former Shareholders
     The Corporation and TSS are defending four individual lawsuits, all filed in state court, from persons who claim to have inherited a total of 74 shares of the Corporation or one of its predecessors or affiliates (before giving

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Triple-S Management Corporation
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

(Unaudited)
effect to the 3,000-for-one stock split). While each case presents unique facts, the lawsuits generally allege that the redemption of the shares by the Corporation pursuant to transfer and ownership restrictions contained in the Corporation’s (or its predecessors’ or affiliates’) articles of incorporation and bylaws was improper. One of the cases is in its initial stage; 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.
ACODESE Investigation
     During April 2010, each of the Company’s 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 Company’s insurance subsidiaries received a request for information from the Office of the Commissioner of Insurance of Puerto Rico (“OCI”) related principally to ACODESE. The Company’s 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 ACODESE’s 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.
(14) Subsequent Event
     The Corporation evaluated subsequent events through the date that these consolidated interim financial statements were issued.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
     The Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Quarterly Report on Form 10-Q is intended to update the reader on matters affecting the financial condition and results of operations for the three months and six months ended June 30, 2010. Therefore, the following discussion should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K filed with the United States Securities and Exchange Commission as of and for the year ended December 31, 2009.
Cautionary Statement Regarding Forward-Looking Information
     This Quarterly Report on Form 10-Q and other of our publicly available documents may include statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, among other things: statements concerning our business and our financial condition and results of operations. These statements are not historical, but instead represent our belief regarding future events, any of which, by their nature, are inherently uncertain and outside of our control. These statements may address, among other things, future financial results, strategy for growth, and market position. It is possible that our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. The factors that could cause actual results to differ from those in the forward-looking statements are discussed throughout this form. We are not under any obligation to update or alter any forward-looking statement (and expressly disclaims any such obligations), whether as a result of new information, future events or otherwise. Factors that may cause actual results to differ materially from those contemplated by such forward looking statements include, but are not limited to, rising healthcare costs, business conditions and competition in the different insurance segments, government action and other regulatory issues.
Overview
     We are the largest managed care company in Puerto Rico in terms of membership and have over 50 years of experience in the managed care industry. We offer a broad portfolio of managed care and related products in the Commercial, Commonwealth of Puerto Rico Health Reform (“Medicaid”) and Medicare (including Medicare Advantage and the Part D stand-alone prescription drug plan (“PDP”)) markets. In the Commercial market we offer products to corporate accounts, U.S. federal government employees, local government employees, individual accounts and Medicare Supplement. Medicaid is a government of Puerto Rico-funded managed care program for the medically indigent, similar to the Medicaid program in the U.S. We have the exclusive right to use the Blue Cross Blue Shield name and mark throughout Puerto Rico and U.S. Virgin Islands, serve approximately 1.3 million members across all regions of Puerto Rico and U.S. Virgin Islands and hold a leading market position covering approximately 34% of the Puerto Rico population. For the six months ended June 30, 2010, our managed care segment represented approximately 90% of our total consolidated premiums earned. 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 12.5% (in terms of direct premiums) as of December 31, 2009. Our property and casualty segment had a market share of approximately 9% (in terms of direct premiums) during the year ended December 31, 2009.
     We participate in the managed care market through our subsidiary, Triple-S Salud, Inc. (“TSS”). Our managed care subsidiary is a Blue Cross Blue Shield Association (“BCBSA”) licensee, which provides us with exclusive use of the Blue Cross Blue Shield name and mark throughout Puerto Rico and U.S. Virgin Islands.
     We participate in the life insurance market through our subsidiary, Triple-S Vida, Inc. (“TSV”) and in the property and casualty insurance market through our subsidiary, Triple-S Propiedad, Inc. (“TSP”), each one representing approximately 5% of our consolidated premiums earned, net for the six months ended June 30, 2010.
     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 for each segment presented in this Quarterly Report on Form 10-Q 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:

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    Three months ended     Six months ended  
    June 30,     June 30,  
(Dollar amounts in millions   2010     2009     2010     2009  
Premiums earned, net:
                               
Managed care
  $ 452.5     $ 414.9     $ 896.3     $ 818.3  
Life insurance
    26.1       25.1       52.0       49.6  
Property and casualty insurance
    25.2       24.0       50.7       48.6  
Intersegment premiums earned
    (1.0 )     (0.9 )     (2.1 )     (2.0 )
 
                       
Consolidated premiums earned, net
  $ 502.8     $ 463.1     $ 996.9     $ 914.5  
 
                       
 
                               
Administrative service fees:
                               
Managed care
  $ 12.9     $ 12.0     $ 26.2     $ 21.5  
Intersegment administrative service fees
    (0.7 )     (0.7 )     (1.5 )     (1.3 )
 
                       
Consolidated administrative service fees
  $ 12.2     $ 11.3     $ 24.7     $ 2 0.2  
 
                       
 
                               
Operating income:
                               
Managed care
  $ 18.5     $ 16.2     $ 31.1     $ 22.0  
Life insurance
    4.7       3.9       8.5       6.9  
Property and casualty insurance
    2.0       2.8       1.1       4.2  
Intersegment and other
    0.9       1.0       1.7       1.9  
 
                       
Consolidated operating income
  $ 26.1     $ 23.9     $ 42.4     $ 35.0  
 
                       
     Our revenues primarily consist of premiums earned, net and administrative service fees. These revenues are derived from the sale of managed care products in the Commercial market to employer groups, individuals and government-sponsored programs, principally Medicare and Medicaid. Premiums are derived from insurance contracts and administrative service fees are derived from self-funded contracts, under which we provide a range of services, including claims administration, billing and membership services, among others. Revenues also include premiums earned from the sale of property and casualty and life insurance contracts, and investment income. Substantially all of our earnings are generated in Puerto Rico.
     Claims incurred include the payment of benefits and losses, mostly to physicians, hospitals and other service providers, and to policyholders. Each segment’s results of operations depend in significant part on their ability to accurately predict and effectively manage claims. 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. Operating expenses consist primarily of compensation expenses, commission payments to brokers and other overhead business expenses.
     We use operating income as a measure of performance of the underwriting and investment functions of our segments. We also use the loss ratio and the operating expense ratio as measures of performance. The loss ratio is claims incurred divided by premiums earned, net, multiplied by 100. The operating expense ratio is operating expenses divided by premiums earned; net and administrative service fees, multiplied by 100.
Recent Developments
Federal Health Reform Legislation
     On March 23, 2010, President Obama signed into law federal health reform legislation, known as the Patient Protection and Affordable Care Act. As further detailed below, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010, which was signed into law on March 30, 2010 (collectively, Pub. L. No. 111-148, and referred to herein as “PPACA”), includes certain mandates that will take effect in 2010, as well as other requirements that will take effect over the next eight (8) 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. Because of the absence of the anticipated regulations and

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guidance, we are not able to fully assess the impact of the PPACA on us at this time and we will continue to assess its impact on us as these regulations and guidance are issued.
     Some of the more significant PPACA issues that may affect our managed care business (including our Commercial, Medicare and Medicaid sectors) include:
  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 other negative financial levy on health plans such as restrictions in ability to charge additional premium for additional risk, including but not limited to provisions: (i) extending dependent coverage for unmarried individuals until age 26 under their parents’ health coverage, (ii) limiting a health plan’s ability to rescind coverage and restrict the plan’s ability to establish annual and lifetime financial caps, and (iii) limiting a health plan’s ability to deny or limit coverage on grounds of an person’s pre-existing medical condition;
 
  Provisions restricting medical loss ratios and imposing significant penalties for non-compliance;
 
  Provisions requiring health plans to report to their members and the United States Department of Health and Human Services (“HHS”) certain quality performance measures and their wellness promotion activities;
 
  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;
 
  Provisions that tie Medicare Advantage premiums to achievement of certain quality performance measures;
 
  Other efforts or specific legislative changes to the Medicare and Medicaid programs, including changes in the bidding process, authority of the Centers for Medicare and Medicaid Services (“CMS”) to deny bids, or other means of materially reducing premiums such as through further adjustments to the risk adjustment methodology;
 
  Increased federal funding to the Reform program available for years 2014 – 2019;
 
  Funding provided to the Commonwealth of Puerto Rico to either establish health insurance exchanges or fund the Puerto Rico Medicaid program at the discretion of the Governor;
 
  Increased government funding to enforcement agencies and/or changes in interpretation or application of fraud and abuse laws;
 
  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
 
  The increase in persons eligible for coverage under the Medicaid program in Puerto Rico may result in some persons currently insured by us in our Commercial programs becoming eligible for, and thus moving to, the Medicaid program.
     The constitutionality of the PPACA is being challenged by a number of states in the U.S. District Courts in Florida and Virginia. We will continue to assess the impact of these state challenges on the PPACA as they develop.
     For a further description of our Business and other Risk Factors, see Items 1 and 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2009. The information included in this section supplements those materials as to: Item 1. Business sections “Regulation”, “Federal Regulation”, and “Legislative and Regulatory Initiatives”; and Item 1A. Risk Factors section “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.”
Commonwealth of Puerto Rico Healthcare Reform Contracts (Medicaid)
     In May 2010, the government of Puerto Rico (“the government”) issued a new Request for Proposal (RFP) to provide services to the Medicaid population in Puerto Rico for all eight regions, which will be in effect on October 1, 2010. TSS presented its proposal for all regions. In consideration of the period of time needed to issue the RFP and evaluate the proposals, the parties agreed to extend the current contract, until September 30, 2010. As of the date of this report, the government is still evaluating the different proposals presented and is expected to notify the results by August 10, 2010.

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Recent Accounting Standards
     For a description of recent accounting standards, see note 2 to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.
Managed Care Membership
                 
    As of June 30,  
    2010     2009  
Managed care enrollment:
               
Commercial 1
    751,986       615,138  
Medicaid 2
    544,887       531,408  
Medicare3
    65,008       70,802  
 
           
Total
    1,361,881       1,217,348  
 
           
 
               
Managed care enrollment by funding arrangement:
               
Fully-insured
    923,691       838,828  
Self-insured
    438,190       378,520  
 
           
Total
    1,361,881       1,217,348  
 
           
 
(1)   Commercial membership includes corporate accounts, self-funded employers, individual accounts, Medicare Supplement, U.S. Federal government employees and local government employees.
 
(2)   Includes rated and self-funded members.
 
(3)   Includes Medicare Advantage as well as stand-alone PDP plan membership.
Consolidated Operating Results
     The following table sets forth the Corporation’s consolidated operating results. Further details of the results of operations of each reportable segment are included in the analysis of operating results for the respective segments.
                                 
    Three months ended     Six months ended  
    June 30,     June 30,  
(Dollar amounts in millions)   2010     2009     2010     2009  
Revenues:
                               
Premiums earned, net
  $ 502.8       463.1     $ 996.9       914.5  
Administrative service fees
    12.2       11.3       24.7       20.2  
Net investment income
    12.6       13.4       25.1       25.9  
 
                       
Total operating revenues
    527.6       487.8       1,046.7       960.6  
 
                       
Net realized investment gains (losses)
    1.4       (1.6 )     0.1       (3.3 )
Net unrealized investment (loss) gain on trading securities
    (6.0 )     5.6       (4.0 )     3.2  
Other income (expense), net
    (0.3 )     0.7       (0.2 )     0.3  
 
                       
Total revenues
    522.7       492.5       1,042.6       960.8  
 
                       
Benefits and expenses:
                               
Claims incurred
    424.8       395.3       850.7       788.7  
Operating expenses
    76.7       68.6       153.6       136.9  
 
                       
Total operating expenses
    501.5       463.9       1,004.3       925.6  
Interest expense
    3.4       3.3       6.6       6.6  
 
                       
Total benefits and expenses
    504.9       467.2       1,010.9       932.2  
 
                       
Income before taxes
    17.8       25.3       31.7       28.6  
Income tax expense
    2.7       6.6       5.5       6.0  
 
                       
Net income
  $ 15.1       18.7     $ 26.2       22.6  
 
                       

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Three Months Ended June 30, 2010 Compared to Three Months Ended June 30, 2009
Operating Revenues
     Consolidated premiums earned, net increased by $39.7 million, or 8.6%, to $502.8 million during the three months ended June 30, 2010 when compared to the three months ended June 30, 2009. The increase was mostly due to an increase in the premiums earned, net in our Managed Care segment, primarily from growth in the Commercial membership, reflecting, in large part, organic growth and the acquisition of La Cruz Azul (LCA), as well as to higher premium rates in the Commercial and Medicare businesses.
     The increase in administrative service fees of $0.9 million, or 8.0%, to $12.2 million in the 2010 period, is attributed to a higher self-insured member months enrollment. Increase is mostly due to new self-insured members in our Commercial business primarily as the result of the aforementioned acquisition of LCA, which was effective July 1, 2009.
     Consolidated net investment income decreased by $0.8 million, or 6.0%, to $12.6 million during the 2010 period mostly resulting from lower yields in fixed income securities acquired during the period.
Net Realized Investment Gains
     Consolidated net realized investment gains of $1.4 million during the three months ended June 30, 2010 are the result of net realized gains from the sale of fixed income and equity securities amounting to $2.2 million, offset in part by other-than-temporary impairments amounting to $0.8 million related to equity securities.
Net Unrealized Investment Losses on Trading Securities and Other Expense, Net
     The combined balance of our consolidated net unrealized investment loss on trading securities and other expense, net increased by $12.6 million, to $6.3 million during the three months ended June 30, 2010. This increase is attributable to a lower 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 a general decrease in market values. The loss experienced on our trading portfolio represents a combined decrease of 11.1% in the market value of the portfolio, which compares favorably with the changes experienced by the comparable indexes; the Standard and Poor’s 500 Index decreased by 11.9% and the Russell 1000 Growth decreased by 12.1% during this period. The change in the fair value of the derivative component of these structured notes is included within other income (expense), net.
Claims Incurred
     Consolidated claims incurred increased by $29.5 million, or 7.5%, to $424.8 million during the three months ended June 30, 2010 when compared to the claims incurred during the three months ended June 30, 2009. This increase is principally due to increased claims in the Managed Care segment as a result of higher enrollment. The consolidated loss ratio decreased by 0.9 percentage points to 84.5%.
Operating Expenses
     Consolidated operating expenses during the three months ended June 30, 2010 increased by $8.1 million, or 11.8%, to $76.7 million as compared to the operating expenses during the three months ended June 30, 2009. This increase is primarily attributed to a higher volume of business, particularly in our Managed Care segment, and to expenses related to the implementation of the new Managed Care new information technology (“IT”) system. The consolidated operating expense ratio reflects a slight increase of 0.4 percentage point, to 14.9% during 2010.
Income Tax Expense
     Consolidated income tax expense during the three months ended June 30, 2010 decreased by $3.9 million to $2.7 million as compared to the income tax expense during the three months ended June 30, 2009. The consolidated effective tax rate decreased by 10.9 percentage points, to 15.2%, primarily due to a higher taxable income in the Life segment, which is taxed at a lower rate, and a lower taxable income in the Managed Care segment.

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Six Months Ended June 30, 2010 Compared to Six Months Ended June 30, 2009
Operating Revenues
     Consolidated premiums earned, net increased by $82.4 million, or 9.0%, to $996.9 million during the six months ended June 30, 2010 when compared to the six months ended June 30, 2009. The increase was primarily due to an increase in the premiums earned, net in our Managed Care segment, primarily from growth in Commercial membership, reflecting, in part, the LCA transaction, and organic growth as well as higher premium rates particularly in the Commercial and Medicare businesses.
     The increase in administrative service fees of $4.5 million, or 22.3%, to $24.7 million in the 2010 period, is attributed to a higher self-insured member months enrollment. Increase is mostly due to new self-insured members in our Commercial business primarily as the result of the aforementioned acquisition of LCA, which was effective July 1, 2009.
     Consolidated net investment income decreased by $0.8 million, or 3.1%, to $25.1 million during six months ended June 30, 2010 mostly as the result of lower yields in fixed income investment acquired during the period.
Net Realized Investment Gains
     Consolidated net realized investment gains of $0.1 million during the 2010 period are the result of net realized gains from the sale of fixed income and equity securities amounting to $2.7 million, offset in part by other-than-temporary impairments amounting to $2.6 million related to equity and fixed income securities.
Net Unrealized Investment Losses on Trading Securities and Other Expense, Net
     The combined balance of our consolidated net unrealized investment loss on trading securities and other expense, net increased by $7.7 million, to $4.2 million during the six months ended June 30, 2010. This increase is attributable to a lower fair value of our trading securities portfolio due to a general decrease in market values. The loss experienced on our trading portfolio represents a combined decrease of 7.9% in the market value of the portfolio, which compares favorably with the changes experienced by the comparable indexes; the Standard and Poor’s 500 Index decreased by 7.6% and the Russell 1000 Growth decreased by 8.4% during this period.
Claims Incurred
     Consolidated claims incurred increased by $62.0 million, or 7.9%, to $850.7 million during the six months ended June 30, 2010 when compared to the claims incurred during the six months ended June 30, 2009. This increase is principally due to increased claims in the Managed Care segment as a result of higher enrollment. The consolidated loss ratio decreased by 0.9 percentage points to 85.3%.
Operating Expenses
     Consolidated operating expenses during the 2010 period increased by $16.7 million, or 12.2%, to $153.6 million as compared to the operating expenses during the 2009 period. This increase is primarily attributed to a higher volume of business, particularly in our Managed Care segment, and to expenses related to the implementation of the new Managed Care new IT system. The consolidated operating expense ratio reflects a slight increase of 0.4 percentage point, to 15.0% during 2010.

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Managed Care Operating Results
                                 
    Three months ended     Six months ended  
    June 30,     June 30,  
(Dollar amounts in millions)   2010     2009     2010     2009  
Operating revenues:
                               
Medical premiums earned, net:
                               
Commercial
  $ 244.0     $ 193.0     $ 477.9     $ 382.9  
Medicaid
    90.9       83.4       180.2       168.3  
Medicare
    117.6       138.5       238.2       267.1  
 
                       
Medical premiums earned, net
    452.5       414.9       896.3       818.3  
Administrative service fees
    12.9       12.0       26.2       21.5  
Net investment income
    5.1       5.4       10.0       10.5  
 
                       
Total operating revenues
    470.5       432.3       932.5       850.3  
 
                       
Medical operating costs:
                               
Medical claims incurred
    400.4       370.7       800.0       739.8  
Medical operating expenses
    51.6       45.4       101.4       88.5  
 
                       
Total medical operating costs
    452.0       416.1       901.4       828.3  
 
                       
Medical operating income
  $ 18.5     $ 16.2     $ 31.1     $ 22.0  
 
                       
 
                               
Additional data:
                               
Member months enrollment:
                               
Commercial:
                               
Fully-insured
    1,535,176       1,275,849       3,042,290       2,536,750  
Self-funded
    732,849       563,125       1,499,132       1,142,217  
 
                       
Total Commercial member months
    2,268,025       1,838,974       4,541,422       3,678,967  
 
                       
Medicaid:
                               
Fully-insured
    1,030,703       1,007,915       2,043,539       1,986,506  
Self-funded
    593,594       572,873       1,182,778       1,133,451  
 
                       
Total Reform member months
    1,624,297       1,580,788       3,226,317       3,119,957  
 
                       
Medicare:
                               
Medicare Advantage
    167,640       186,945       341,295       385,561  
Stand-alone PDP
    28,256       29,314       56,381       58,971  
 
                       
Total Medicare member months
    195,896       216,259       397,676       444,532  
 
                       
Total member months
    4,088,218       3,636,021       8,165,415       7,243,456  
 
                       
Medical loss ratio
    88.5 %     89.3 %     89.3 %     90.4 %
Operating expense ratio
    11.1 %     10.6 %     11.0 %     10.5 %
Three Months Ended June 30, 2010 Compared to Three Months Ended June 30, 2009
Medical Operating Revenues
     Medical premiums earned for the three months ended June 30, 2010 increased by $37.6 million, or 9.1%, to $452.5 million when compared to the medical premiums earned during the three months ended June 30, 2009. This increase is principally the result of the following:
  Medical premiums generated by the Commercial business increased by $51.0 million, or 26.4%, to $244.0 million during the three months ended June 30, 2010. This fluctuation is primarily the result of an increase in member months enrollment by 259,327, or 20.3%, and an increase in average premium rates in rated group policies of approximately 5.4%. Increase in member months was primarily attributed to new groups acquired during the period and new members acquired from LCA effective July 1, 2009, which amounted to 88,782 member months, or 34.2% of the increase in member months enrollment experienced during this quarter.
 
  Medical premiums earned in the Medicaid business increased by $7.5 million, or 9.0%, to $90.9 million during the three months ended June 30, 2010. This fluctuation is due to an increase in member months enrollment in the fully-insured membership by 22,788, or 2.3%. In addition, in the 2009 quarter, an adjustment to premiums

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    of approximately $4.2 million was recorded to provide for unresolved reconciling items with the Government of Puerto Rico.
 
  Medical premiums generated by the Medicare business decreased during the three months ended June 30, 2010 by $20.9 million, or 15.1%, to $117.6 million. The fluctuation in premiums is primarily the result of lower final risk score adjustments received from CMS in 2010 as compared to 2009. The three months ended June 30, 2010 and 2009 include the net effect of approximately $4.0 million and $12.9 million, respectively, related to CMS final risk score adjustments corresponding to prior periods. In addition, there was a decrease in the member months enrollment of this business by 20,363, or 9.4%, when compared with the same period in 2009, mostly reflected in our dual-eligible product.
     Administrative service fees increased by $0.9 million, or 7.5%, to $12.9 million during the 2010 period, mainly due to an increase in self-funded member months enrollment resulting from the contracts acquired from LCA effective July 1, 2009.
Medical Claims Incurred
     Medical claims incurred during the three months ended June 30, 2010 increased by $29.7 million, or 8.0%, to $400.4 million when compared to the three months ended June 30, 2009. The medical loss ratio (“MLR”) of the segment decreased 0.8 percentage points during the 2010 period, to 88.5%. These fluctuations are primarily attributed to the effect of the following:
  The medical claims incurred of the Commercial business increased by $46.2 million, or 25.9%, during the 2010 period and its MLR decreased by 0.4 percentage points. This fluctuation relates primarily to the increase in member months enrollment of 259,327, or 20.3%. The lower MLR is primarily due to the effect of prior period reserve developments in the 2010 and 2009 periods. Excluding the effect of prior period reserve developments, the MLR increased by 1.4 percentage points, mostly resulting from a higher utilization trend in the current quarter.
 
  The medical claims incurred of the Medicaid business increased by $5.1 million, or 6.7%, and its MLR decreased by 1.9 percentage points during the three months ended June 30, 2010. The decrease in MLR is primarily due to the effect of prior period reserve developments in the 2010 and 2009 periods and the 2009 premium adjustment to provide for unresolved reconciling items with the Government of Puerto Rico. Excluding the effect of these items in the 2010 and 2009 periods, the MLR increased 4.1 percentage points mostly resulting from lower premium yields during the 2010 period due to the extension of the prior year’s contract with the government without premium rate increases.
 
  The medical claims incurred of the Medicare business decreased by $21.6 million, or 18.6% during the 2010 period primarily due to a lower membership by 20,363 member months, or 9.4%, and its MLR was 80.0%, 3.5 percentage points lower than the MLR for same period of the prior year. Excluding the effect of prior period reserve developments in the 2010 and 2009 period and risk-score premium adjustments, the MLR decreased by 2.2 percentage points. This decrease results from higher premium rates in our Medicare products, lower utilization and a new risk-sharing arrangement with our providers in the non-dual product.
Medical Operating Expenses
     Medical operating expenses for the three months ended June 30, 2010 increased by $6.2 million, or 13.7%, to $51.6 million when compared to the three months ended June 30, 2009. This increase is mainly due to the higher volume of business associated to the increased enrollment in the 2010 quarter. The operating expense ratio increased by 0.5 percentage points, from 10.6% in 2009 to 11.1% in 2010, mostly as the result of expenses related to the implementation of the new IT system, which increased by approximately $2.0 million during this period. In addition there was an increase of approximately $2.5 million in the depreciation and amortization expense due to the IT implementation and the amortization expense related to the LCA acquisition. On the other hand, in the 2009 period, a contingency expense accrual of approximately $2.5 million was recorded, offset in part by the effect in this period of $0.6 million related to the settlement of an insurance recovery receivable of legal expenses.

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Six Months Ended June 30, 2010 Compared to Six Months Ended June 30, 2009
Medical Operating Revenues
     Medical premiums earned for the six months ended June 30, 2010 increased by $78.0 million, or 9.5%, to $896.3 million when compared to the medical premiums earned during the six months ended June 30, 2009. This increase is principally the result of the following:
  Medical premiums generated by the Commercial business increased by $95.0 million, or 24.8%, to $477.9 million during the six months ended June 30, 2010. This fluctuation is primarily the result of an increase in member months enrollment by 505,540, or 19.9%, and an increase in average premium rates in rated group policies of approximately 5.1%. Increase in member months was attributed to new members acquired from LCA effective July 1, 2009, which amount to 190,600 member months, or 37.7% of the increase in member months enrollment experienced during this quarter, and to new groups acquired during the period.
 
  Medical premiums earned in the Medicaid business increased by $11.9 million, or 7.1%, to $180.2 million during the six months ended June 30, 2010. This fluctuation is due to an increase in the member months enrollment in the fully-insured membership by 57,033, or 2.9%. In addition, the 2009 period includes a premium reduction adjustment of approximately $5.5 million to provide for unresolved reconciling items with the Government of Puerto Rico.
 
  Medical premiums generated by the Medicare business decreased by $28.9 million, or 10.8%, to $238.2 million, primarily due to a decrease in member month enrollment of 46,856, or 10.5%, when compared with the same period in 2009. The fluctuation in premiums also results from a lower final risk score adjustments received from CMS in 2010 as compared to 2009. The six months ended June 30, 2010 and 2009 include the net effect of approximately $3.2 million and $8.8 million, respectively, related to CMS final risk score adjustments corresponding to prior periods. These fluctuations were offset in part by higher average premium rates, particularly in our dual eligible product.
     Administrative service fees increased by $4.7 million, or 21.9%, to $26.2 million during the 2010 period, mainly due to an increase in self-funded member months enrollment of 406,242, or 17.9%. Increase in members is mainly the result of the contracts acquired from LCA effective July 1, 2009, which included several ASO groups. Total member months enrollment for LCA during the six months ended June 30, 2010 totaled 420,363.
Medical Claims Incurred
     Medical claims incurred during the six months ended June 30, 2010 increased by $60.2 million, or 8.1%, to $800.0 million when compared to the six months ended June 30, 2009. The MLR of the segment decreased 1.1 percentage points during the 2010 period, to 89.3%. These fluctuations are primarily attributed to the effect of the following:
  The medical claims incurred of the Commercial business increased by $86.8 million, or 24.8%, during the 2010 period and its MLR increased by 0.1 percentage points. This fluctuation relates primarily to the increase in member months enrollment of 505,540, or 19.9%. The higher MLR is primarily due to the effect of prior period reserve developments in the 2010 and 2009 periods. Excluding the effect of prior period reserve developments, the MLR decreased by 0.6 percentage points, mostly resulting from a higher overall trend in premium increases as compared to cost trends.
 
  The medical claims incurred of the Medicaid business increased by $20.6 million, or 13.7%, during the 2010 period and its MLR increased by 5.6 percentage points during the six months ended June 30, 2010, to 94.8%. The MLR of this business is affected by the 2009 premium adjustment to provide for unresolved reconciling items with the Government of Puerto Rico and prior period reserve developments. Considering the effect of these items in the 2009 and 2010 periods, the MLR increased by 3.8 percentage points during the 2010 period mostly resulting from a lower premium yield during the 2010 period due to the extension of the prior year’s contract with the government without premium rate increases.
 
  The medical claims incurred of the Medicare business decreased by $47.2 million, or 19.7%, during the 2010 period primarily due to lower membership and MLR. The MLR was 80.9%, 8.9 percentage points lower than the MLR for same period in 2009. The lower MLR mostly results from the effect of prior period reserve developments in 2010 and 2009 and risk score premium adjustments. Excluding the effect of prior period reserve developments in the 2010 and 2009 period and risk-score premium adjustments, the MLR decreased by

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5.6 percentage points mostly as the result of higher premium rates and lower utilization in our Medicare products and a new risk-sharing arrangement with our providers in the non-dual product.
Medical Operating Expenses
     Medical operating expenses for the six months ended June 30, 2010 increased by $12.9 million, or 14.6%, to $101.4 million when compared to the six months ended June 30, 2009. This increase is mainly due to the higher volume of business associated to the higher enrollment and costs related to the implementation of the new IT system. The operating expense ratio increased by 0.5 percentage points, from 10.5% in 2009 to 11.0% in 2010. The higher operating expense ratio is primarily the result of expenses related to the implementation of the new IT system, including information systems consultants and depreciation and amortization expense, which, increased by approximately $2.5 million and $3.0 million, respectively, when compared to the 2009 period expenses; and approximately $1.1 million in expenses related to a new product launched during January 2010. In addition, approximately $1.7 million were recorded as asset purchase amortization related to the LCA acquisition. In the 2009 period a contingency expense 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.
Life Insurance Operating Results
                                 
    Three months ended     Six months ended  
    June 30,     June 30,  
(Dollar amounts in millions)
  2010     2009     2010     2009  
Operating revenues:
                               
Premiums earned, net:
                               
Premiums earned
  $ 27.5     $ 26.7     $ 54.8     $ 52.7  
Premiums earned ceded
    (1.4 )     (1.5 )     (2.8 )     (3.1 )
 
                       
Net premiums earned
    26.1       25.2       52.0       49.6  
Commission income on reinsurance
                      0.1  
 
                       
Premiums earned, net
    26.1       25.2       52.0       49.7  
Net investment income
    4.2       4.4       8.4       8.4  
 
                       
Total operating revenues
    30.3       29.6       60.4       58.1  
 
                       
Operating costs:
                               
Policy benefits and claims incurred
    11.9       13.0       24.3       25.7  
Underwriting and other expenses
    13.7       12.7       27.6       25.5  
 
                       
Total operating costs
    25.6       25.7       51.9       51.2  
 
                       
Operating income
  $ 4.7     $ 3.9     $ 8.5     $ 6.9  
 
                       
 
                               
Additional data:
                               
Loss ratio
    45.6 %     51.6 %     46.7 %     51.7 %
Operating expense ratio
    52.5 %     50.4 %     53.1 %     51.3 %
Three Months Ended June 30, 2010 Compared to Three Months Ended June 30, 2009
Operating Revenues
     Premiums earned, net for the three months ended June 30, 2010 increased by $0.9 million, or 3.5% to $26.1 million when compared to the three months ended the June 30, 2009 primarily related to premium growth volume in the Individual and Group Life lines of business.
Policy Benefits and Claims Incurred
     Policy benefits and claims incurred for the three months ended June 30, 2010 decreased by $1.1 million, or 8.5%, to $11.9 million when compared to the three months ended June 30, 2009. The loss ratio for the period improved from 51.6% in 2009 to 45.6% in 2010, or 6.0 percentage points. The decrease is driven by a reduction in the change in the liability for future policy benefits when compared to the same period in 2009. Despite the higher volume experienced during this period, the claims incurred remained unchanged as a result of improved claims experience on the Ordinary Life and Cancer businesses.

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Underwriting and Other Expenses
     Underwriting and other expenses for the three month period ended June 30, 2010 increased $1.0 million, or 7.9%, to $13.7 million when compared to the three months ended June 30, 2009. The increase is mostly related to higher net commission expense as well as to a higher amortization of deferred policy acquisition costs. The increased operating expenses resulted in a higher operating expense ratio, which increased by 2.1 percentage points from 50.4% in 2009 to 52.5% in 2010.
Six Months Ended June 30, 2010 Compared to Six Months Ended June 30, 2009
Operating Revenues
     Premiums earned net increased by $2.3 million, or 4.6% to $52.0 million during the six months ended June 30, 2010 primarily as the result of higher sales in the Individual Life and Cancer lines of business. Premiums for the Group lines of business remained unchanged.
Policy Benefits and Claims Incurred
     Policy benefits and claims incurred decreased by $1.4 million, or 5.4%, to $24.3 million during the six months ended June 30, 2010. The decrease is mostly related to a reduction in the change in the liability for future policy benefits when compared to the same period in 2009. Total claims incurred decreased slightly as a result of improved claims experience on the Ordinary Life and Cancer businesses. As a result of the increase in total premiums and reduction in policy benefits, the loss ratio improved, from 51.7% in 2009 to 46.7% in 2010.
Underwriting and Other Expenses
     Operating expenses for the segment increased $2.1 million, or 8.2%, to $27.6 million during the six months ended June 30, 2010. The increase is mostly related to a higher net commission expense as well as to a higher amortization of deferred policy acquisition costs. The higher operating expenses increased the operating expense ratio by 1.8 percentage points, from 51.3% in 2009 to 53.1% in 2010.
Property and Casualty Insurance Operating Results
                                 
    Three months ended     Six months ended  
    June 30,     June 30,  
(Dollar amounts in millions)
  2010     2009     2010     2009  
Operating revenues:
                               
 
                               
Premiums earned, net:
                               
Premiums written
  $ 34.6     $ 37.6     $ 70.8     $ 70.7  
Premiums ceded
    (14.9 )     (16.7 )     (29.4 )     (29.5 )
Change in unearned premiums
    5.5       3.1       9.3       7.4  
 
                       
Premiums earned, net
    25.2       24.0       50.7       48.6  
Net investment income
    2.9       3.0       5.6       5.8  
 
                       
Total operating revenues
    28.1       27.0       56.3       54.4  
 
                       
Operating costs:
                               
Claims incurred
    12.5       11.6       26.3       23.2  
Underwriting and other expenses
    13.6       12.6       28.9       27.0  
 
                       
Total operating costs
    26.1       24.2       55.2       50.2  
 
                       
Operating income
  $ 2.0     $ 2.8     $ 1.1     $ 4.2  
 
                       
 
                               
Additional data:
                               
Loss ratio
    49.6 %     48.3 %     51.9 %     47.7 %
Operating expense ratio
    54.0 %     52.5 %     57.0 %     55.6 %
Combined ratio
    103.6 %     100.8 %     108.9 %     103.3 %

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Three Months Ended June 30, 2010 Compared to Three Months Ended June 30, 2009
Operating Revenues
     Total premiums written during the three months ended June 30, 2010 decreased by $3.0 million, or 8.0%, to $34.6 million, mostly resulting from a decrease in premiums written in the Commercial Multi-Peril and Dwelling and Commercial Property Mono-Line lines of business. The commercial business continues under soft market conditions, thus reducing premium rates and increasing competition for renewals and new business.
     Premiums ceded to reinsurers during the three months ended June 30, 2010 decreased by approximately $1.8 million, or 10.8% to $14.9 million. The ratio of premiums ceded to premiums written decreased by 1.3 percentage points, from 44.4% in 2009 to 43.1% in 2010, mostly due to a reduction of reinsurance cessions in the Commercial and Personal lines quota share treaties of 3.0 and 2.2 percentage points, respectively. The change in unearned premiums presented an increase of $2.4 million to $5.5 million during the three months ended June 30, 2010, primarily as the result of the lower volume of premiums written in the current quarter as compared to the premiums written during the three months ended June 30, 2009.
Claims Incurred
     Claims incurred during the three months ended June 30, 2010 increased by $0.9 million, or 7.8%, to $12.5 million primarily attributed to higher incurred losses for the Commercial Multi-Peril and Dwelling and Commercial Property Mono-Line lines of business; offset by decreases in the General Liability and Medical Malpractice incurred losses. The loss ratio increase of 1.3 percentage points, to 49.6% during the three months ended June 30, 2010 is the result of an unfavorable loss experience in the Commercial Multi-Peril lines of business resulting from higher reported claims during the current period.
Underwriting and Other Expenses
     Underwriting and other operating expenses for the three months ended June 30, 2010 increased by $1.0 million, or 7.9%, to $13.6 million. The operating expense ratio increased by 1.5 percentage points during the same period, to 54.0% in 2010. This fluctuation is primarily due to an increase of $0.6 million in net commission due to a higher amortization of deferred acquisition costs resulting from the decrease in writings during this quarter and by the receipt of lower reinsurance commissions. Reinsurance commissions were reduced due to the changes in the quota share reinsurance contracts.
Six Months Ended June 30, 2010 Compared to Six Months Ended June 30, 2009
Operating Revenues
     Total premiums written during the six-month period ended June 30, 2010 increased by $0.1 million, or 0.1%, to $70.8 million. This fluctuation is primarily due to increases in the Dwelling and Commercial Property Mono-Line and in the Commercial and Personal Auto lines of business offset by a decrease in premiums written in the Commercial Multi-Peril line of business.
     Premiums ceded to reinsurers during the six months ended June 30, 2010 decreased by approximately $0.1 million, or 0.3%, to $29.4 million. The ratio of premiums ceded to premiums written decreased by 0.2 percentage points, from 41.7% in 2009 to 41.5% in 2010. This fluctuation was the result of the effect of the reduction of reinsurance cessions in quota shares contracts for commercial and personal property insurance risks of 3.0 and 2.2 percentage points, respectively.
     The change in unearned premiums presented an increase of $1.9 million, to $9.3 million during the six months ended June 30, 2010, primarily as the result of the lower volume of premiums written when compared to the premiums written during the last six months of the year ended December 31, 2009.
Claims incurred
     Claims incurred during the six months ended June 30, 2010 increased by $3.1 million, or 13.4%, to $26.3 million. This increase is primarily seen in the incurred losses of the Commercial Multi-Peril, Commercial and Personal Auto lines of business. The loss ratio increased by 4.2 percentage points, to 51.9% during the six months ended June 30, 2010, primarily due to an unfavorable loss experience in the Commercial Multi-Peril and Commercial Auto lines of business resulting from the receipt of several large claims and higher reported claims during the current period. These fluctuations are partially offset by a favorable loss experience in the General Liability and Medical Malpractice lines of business.

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Underwriting and other expenses
     Underwriting and other operating expenses for the six months ended June 30, 2010 increased by $1.9 million, or 7.0%, to $28.9 million. This increase is primarily due to higher net commissions by approximately $1.3 million due to a higher amortization of deferred acquisition costs. The operating expense ratio increased by 1.4 percentage points, from 55.6% in 2009 to 57.0% in 2010.
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:
                 
    Six months ended  
    June 30,  
(Dollar amounts in millions)
  2010     2009  
Sources of cash:
               
Cash provided by operating activities
  $ 31.6     $ 49.1  
Net proceeds from short-term borrowings
    17.7        
Proceeds from policyholder deposits
    5.8       2.5  
 
           
Total sources of cash
    55.1       51.6  
 
           
Uses of cash:
               
Net purchases of investment securities
    (43.7 )     (9.6 )
Capital expenditures
    (10.2 )     (8.9 )
Repurchase and retirement of common stock
          (22.0 )
Payments of long-term borrowings
    (0.8 )     (0.8 )
Surrenders of policyholder deposits
    (4.0 )     (3.6 )
Other
    (2.5 )     (10.1 )
 
           
Total uses of cash
    (61.2 )     (55.0 )
 
           
Net decrease in cash and cash equivalents
  $ (6.1 )   $ (3.4 )
 
           
     Cash flow from operating activities decreased by $17.5 million for the six months ended June 30, 2010 as compared to the six months ended June 30, 2009, principally due to the effect of increase in claims paid by $54.8 million, a decrease in the proceeds received from sales of trading securities of $10.3 million and an increase in the acquisition of trading securities of $1.5 million. These fluctuations were offset in part by an increase in premiums collected of $44.4 million and a decrease in cash paid to suppliers and employees of $7.2 million. The increase in claims paid and in premiums collected is primarily the result of higher volume in our Managed Care segment, mainly in the member months enrollment of the Commercial business.
     Cash provided by short-term borrowings increased by $17.7 million, which were required to address timing differences between premium collections and claim payments as well as purchases of investments. As of June 30, 2010 the Managed Care segment experienced an increase in its premiums receivable of $69.1 million, mostly from the government of Puerto Rico and its instrumentalities.
     Net acquisition of investment securities increased by $34.1 million during the six months ended June 30, 2010, when compared to same period the prior year primarily as the result of the purchase of investments classified as available-for-sale with cash generated from operations.
     The decrease in the other uses of cash of $7.6 million is attributed to changes in the amount of outstanding checks over bank balances in the 2010 period.
     On December 8, 2008 we announced the immediate commencement of a $40.0 million share repurchase program. We paid approximately $22.0 million under the stock repurchase program during the six months ended June 30, 2009. Our share repurchase program was completed in December 1, 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

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agreements. As of June 30, 2010, we had $110.0 million of available credit under these facilities. There are $17.7 million outstanding in short-term borrowings under these facilities as of June 30, 2010.
     As of June 30, 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).
 
  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).
 
  On September 30, 2004, we issued and sold $50.0 million of our 6.3% senior unsecured notes due September 2019 (the 6.3% notes).
     The 6.3% notes, the 6.6% notes and the 6.7% notes contain certain non-financial covenants. At June 30, 2010, we and our managed care subsidiary, as applicable, are in compliance with these covenants.
     In addition, we are a party to a secured term loan with a commercial bank in 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 repayments of $0.1 million. As of June 30, 2010, this secured loan had an outstanding balance of $21.8 million and average annual interest rate of 1.30%.
     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 that 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 June 30, 2010 we are in compliance with these covenants. Failure to meet these covenants may trigger the accelerated payment of the secured loan’s outstanding balance.
     We anticipate that we will have sufficient liquidity to support our currently expected needs.
     Further details regarding the senior unsecured notes and the credit agreements are incorporated by reference to “Item 7.—Management Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2009.
Item 3.   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 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. No material changes have occurred in our exposure to financial market risks since December 31, 2009. A discussion of our market risk is incorporated by reference to “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” of our Annual Report on Form 10-K for the year ended December 31, 2009.
Item 4.   Controls and Procedures
Evaluation of Disclosure Controls and Procedures
     In connection with the preparation of this Quarterly Report on Form 10-Q, 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

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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 June 30, 2010, which is the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures are effective to a reasonable level of assurance.
     There were no significant changes in our disclosure controls and procedures, or in factors that could significantly affect internal controls, subsequent to the date the chief executive officer and chief financial officer completed the evaluation referred to above.
Changes in Internal Controls Over Financial Reporting
     No changes in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the fiscal quarter ended June 30, 2010 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Part II — Other Information
Item 1.   Legal Proceedings
     For a description of legal proceedings, see note 13 to the unaudited consolidated financial statements included in this quarterly report on Form 10-Q.
Item 1A.   Risk Factors
     For a description of our risk factors see Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2009. See also section “Recent Developments — Federal Health Reform Legislation” in Item 2 of Part I of this Quarterly Report on Form 10-Q.
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
     Not applicable.
Item 3.   Defaults Upon Senior Securities
     Not applicable.
Item 4.   (Removed and Reserved)
Item 5.   Other Information
     Not applicable.

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Item 6.   Exhibits
     
Exhibits   Description
Exhibit 3(ii)
  Amended Restated Bylaws of Triple-S Management Corporation (incorporated herein by reference to Exhibit 3.1 to TSM’s Current Report on Form 8-K filed on June 11, 2010 (File No. 001-33865)).
 
   
Exhibit 10.1*
  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 June 30, 2010.
 
   
Exhibit 10.2*
  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.
 
   
Exhibit 10.3*
  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.
 
   
11
  Statement re computation of per share earnings; an exhibit describing the computation of the earnings per share for the three months and six months ended June 30, 2010 and 2009 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 I of this Quarterly Report on Form 10-Q.
 
   
31.1*
  Certification of the President and Chief Executive Officer required by Rule 13a-14(a)/15d-14(a).
 
   
31.2*
  Certification of the Vice President of Finance and Chief Financial Officer required by Rule 13a-14(a)/15d-14(a).
 
   
32.1*
  Certification of the President and Chief Executive Officer required pursuant to 18 U.S.C Section 1350.
 
   
32.2*
  Certification of the Vice President of Finance and Chief Financial Officer required pursuant to 18 U.S.C Section 1350.
     All other exhibits for which provision is made in the applicable accounting regulation of the United States Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.
 
*   Filed herein.

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SIGNATURES
     Pursuant to the requirements of the United States Securities and 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
 
 
Date: August 4, 2010 By:   /s/ Ramón M. Ruiz-Comas    
    Ramón M. Ruiz-Comas, CPA   
    President and Chief Executive Officer   
 
     
Date: August 4, 2010 By:   /s/ Juan J. Román    
    Juan J. Román, CPA   
    Vice President of Finance
and Chief Financial Officer
Principal Accounting Officer
 
 
 

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