þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Puerto Rico | 66-0555678 | |
(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.) | |
organization) | ||
1441 F.D. Roosevelt Avenue | ||
San Juan, Puerto Rico | 00920 | |
(Address of principal executive offices) | (Zip code) |
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer
þ
(Do not check if a smaller reporting company) |
Smaller Reporting Company o |
Title of each
class
|
Outstanding
at April 25, 2008
|
|||||
Common Stock Class A, $1.00 par value | 16,042,809 | |||||
Common Stock Class B, $1.00 par value | 16,266,554 |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
(Dollar amounts in thousands, except per share data)
(Unaudited)
March 31,
December 31,
2008
2007
$
46,312
67,158
933,212
823,629
82,825
71,050
26,052
43,691
5,105
5,481
62,184
240,153
1,155,690
1,251,162
211,314
202,268
118,987
117,239
43,162
43,415
5,578
6,783
32,017
38,675
$
1,566,748
1,659,542
$
170,024
186,065
173,754
149,996
19,189
17,769
362,967
353,830
197,099
194,131
103,416
132,599
47,354
45,959
18,035
21,338
136,682
228,980
9,825
170,537
170,946
26,849
29,221
1,072,764
1,177,004
16,043
16,043
16,266
16,266
189,673
188,935
268,524
267,336
3,478
(6,042
)
493,984
482,538
$
1,566,748
1,659,542
Table of Contents
For the three months ended March 31, 2008 and 2007
(Dollar amounts in thousands, except per share data)
Three months ended
March 31,
2008
2007
$
404,399
348,465
3,713
3,509
13,432
11,121
421,544
363,095
609
1,196
(6,250
)
(1,925
)
(1,521
)
209
414,382
362,575
350,207
297,318
60,031
56,137
410,238
353,455
3,673
3,952
413,911
357,407
471
5,168
(184
)
1,060
(547
)
(397
)
(731
)
663
$
1,202
4,505
$
0.04
0.17
$
0.04
0.17
Table of Contents
Comprehensive Income (Unaudited)
For the three months
ended March 31, 2008 and 2007
(Dollar amounts in thousands, except per share data)
2008
2007
$
482,538
342,599
(2,448
)
738
(14
)
1,202
4,505
9,350
1,582
296
(70
)
(56
)
(65
)
10,722
6,022
$
493,984
346,173
Table of Contents
For the three months ended March 31, 2008 and 2007
(Dollar amounts in thousands, except per share data)
Three months ended
March 31,
2008
2007
$
1,202
4,505
1,800
1,716
192
190
205
1,463
(547
)
(397
)
(609
)
(1,196
)
6,250
1,925
738
20,476
9,842
(5,687
)
(6,024
)
(14,749
)
(19,161
)
6,386
4,809
(1,855
)
(1,124
)
(3,589
)
(4,522
)
4,599
(589
)
(1,748
)
(1,395
)
191
6,374
2,821
(16,041
)
4,031
23,758
9,077
1,420
81
2,968
3,148
(29,183
)
(3,205
)
457
428
(3,303
)
56
(117,815
)
(4,320
)
1,430
$
(118,110
)
3,589
Table of Contents
Consolidated Statements of Cash Flows (Unaudited)
For the three months ended March 31, 2008 and 2007
(Dollar amounts in thousands, except per share data)
Three months ended
March 31,
2008
2007
$
67,267
59,497
48,133
5,178
22,863
209
(205,474
)
(66,243
)
(12,143
)
(499
)
(5,120
)
376
(34
)
(1,547
)
(1,447
)
(85,645
)
(3,339
)
15,446
2,140
(45,661
)
55,486
(409
)
(410
)
(2,448
)
2,611
1,440
(1,673
)
(1,938
)
(14
)
25,786
(1,216
)
(177,969
)
(966
)
240,153
81,320
$
62,184
80,354
Table of Contents
March 31, 2008
(Dollar amounts in thousands, except per share data)
(Unaudited)
Table of Contents
Notes to Consolidated Financial Statements
March 31, 2008
(Dollar amounts in thousands, except per share data)
(Unaudited)
Three months ended
March 31,
2008
2007
$
359,111
304,831
3,713
3,509
1,650
1,627
5,602
4,829
370,076
314,796
22,129
22,380
92
82
3,934
3,620
26,155
26,082
23,159
21,254
154
154
2,964
2,552
26,277
23,960
11,068
11,040
433,576
375,878
932
120
(1,896
)
(1,863
)
(11,068
)
(11,040
)
$
421,544
363,095
*
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.
Table of Contents
Notes to Consolidated Financial Statements
March 31, 2008
(Dollar amounts in thousands, except per share data)
(Unaudited)
Three months ended
March 31,
2008
2007
$
5,332
4,100
2,505
2,975
2,097
1,393
109
138
10,043
8,606
932
120
(2,140
)
(1,826
)
2,471
2,740
11,306
9,640
609
1,196
(6,250
)
(1,925
)
(3,673
)
(3,952
)
(1,521
)
209
$
471
5,168
$
984
896
182
179
372
360
1,538
1,435
262
281
$
1,800
1,716
*
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.
Table of Contents
Notes to Consolidated Financial Statements
March 31, 2008
(Dollar amounts in thousands, except per share data)
(Unaudited)
March 31,
December 31,
2008
2007
$
666,216
762,422
445,493
430,807
367,947
375,415
11,012
11,255
1,490,668
1,579,899
83,812
82,980
22,260
22,523
3,387
2,280
109,459
107,783
(33,379
)
(28,140
)
$
1,566,748
1,659,542
$
4,167
2,928
3,104
3,253
1,598
3,085
8,869
9,266
481
283
$
9,350
9,549
$
151
2,838
2
35
19
275
48
844
220
3,992
6
98
$
226
4,090
*
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.
Table of Contents
Notes to Consolidated Financial Statements
March 31, 2008
(Dollar amounts in thousands, except per share data)
(Unaudited)
March 31, 2008
Gross
Gross
Amortized
unrealized
unrealized
Estimated fair
cost
gains
losses value
value
$
40,161
8,862
(2,711
)
46,312
914,746
24,680
(6,214
)
933,212
78,890
7,506
(3,571
)
82,825
993,636
32,186
(9,785
)
1,016,037
26,052
772
(12
)
26,812
$
1,059,849
41,820
(12,508
)
1,089,161
December
31, 2007
Gross
Gross
Amortized
unrealized
unrealized
Estimated fair
cost
gains
losses
value
$
54,757
15,170
(2,769
)
67,158
816,536
11,583
(4,490
)
823,629
66,747
7,354
(3,051
)
71,050
883,283
18,937
(7,541
)
894,679
43,691
227
(69
)
43,849
$
981,731
34,334
(10,379
)
1,005,686
Table of Contents
Notes to Consolidated Financial Statements
March 31, 2008
(Dollar amounts in thousands, except per share data)
(Unaudited)
March 31,
December 31,
2008
2007
$
71,003
54,330
30,111
31,344
9,511
10,202
26,488
32,874
10,218
8,363
54,158
58,757
25,955
22,323
227,444
218,193
11,771
11,753
4,359
4,172
16,130
15,925
$
211,314
202,268
Three months ended
March 31,
2008
2007
$
353,830
314,682
(54,834
)
(32,066
)
298,996
282,616
358,324
309,565
(11,241
)
(16,191
)
347,083
293,374
171,599
144,814
160,982
135,636
332,581
280,450
313,498
295,540
49,469
32,331
$
362,967
327,871
Table of Contents
Notes to Consolidated Financial Statements
March 31, 2008
(Dollar amounts in thousands, except per share data)
(Unaudited)
Level Input:
Input Definition:
Inputs are unadjusted, quoted prices for identical assets or
liabilities in active markets at the measurement date.
Inputs other than quoted prices included in Level I that are
observable for the asset or liability through corroboration
with market data at the measurement date.
Unobservable inputs that reflect managements best estimate
of what market participants would use in pricing the asset or
liability at the measurement date.
Level 1
Level 2
Level 3
Total
$
46,312
46,312
933,212
933,212
47,522
35,303
82,825
2,493
2,493
$
93,834
971,008
1,064,842
Table of Contents
Notes to Consolidated Financial Statements
March 31, 2008
(Dollar amounts in thousands, except per share data)
(Unaudited)
Accumulated
Unrealized
Liability for
other
gain (loss) on
pension
Cash flow
comprehensive
securities
benefits
hedges
income
$
9,554
(15,652
)
56
(6,042
)
9,350
226
(56
)
9,520
$
18,904
(15,426
)
3,478
Three months ended
March 31,
2008
2007
$
1,316
1,356
1,422
1,294
(1,225
)
(1,128
)
(113
)
14
479
514
$
1,879
2,050
Table of Contents
March 31, 2008
(Dollar amounts in thousands, except per share data)
(Unaudited)
Three months ended
March 31,
2008
2007
$
1,202
4,505
32,142,809
26,735,000
52,490
32,195,299
26,735,000
$
0.04
0.17
$
0.04
0.17
Table of Contents
March 31, 2008
(Dollar amounts in thousands, except per share data)
(Unaudited)
Table of Contents
March 31, 2008
(Dollar amounts in thousands, except per share data)
(Unaudited)
Table of Contents
March 31, 2008
(Dollar amounts in thousands, except per share data)
(Unaudited)
Table of Contents
Table of Contents
As of March 31,
2008
2007
576,209
579,887
343,534
353,460
65,538
42,357
985,281
975,704
821,764
814,092
163,517
161,612
985,281
975,704
(1)
Commercial membership includes corporate accounts, self-funded employers, individual
accounts, Medicare Supplement, U.S. Federal government employees and local government
employees.
Table of Contents
Three months ended
March 31,
(Dollar amounts in millions)
2008
2007
$
404.4
348.5
3.7
3.5
13.4
11.1
421.5
363.1
0.6
1.2
(6.2
)
(1.9
)
(1.5
)
0.2
414.4
362.6
350.2
297.3
60.0
56.1
410.2
353.4
3.7
4.0
413.9
357.4
0.5
5.2
(0.7
)
0.7
$
1.2
4.5
Table of Contents
Three months ended
March 31,
(Dollar amounts in millions)
2008
2007
$
182.0
180.3
81.0
71.8
96.9
53.5
359.9
305.6
4.6
4.4
5.6
4.8
370.1
314.8
327.9
275.5
36.9
35.2
364.8
310.7
$
5.3
4.1
1,235,489
1,253,743
496,062
479,323
1,731,551
1,733,066
1,033,660
1,064,846
190,529
128,630
2,955,740
2,926,542
91.1
%
90.2
%
10.1
%
11.4
%
Table of Contents
Medical premiums generated by the Medicare business increased during the three months
ended March 31, 2008 by $43.4 million, or 81.1%, to $96.9 million, primarily due to an
increase in member months enrollment of 61,899, or 48.1% and premium rate increases. The
increase in member months is the net result of an increase of 64,542, or 69.2%, in the
membership of our Medicare Advantage products and a decrease of 2,643, or 7.5%, in the
membership of our PDP product.
Medical premiums earned in the Reform business increased by $9.2 million, or 12.8%, to
$81.0 million during the 2008 period. This fluctuation is primarily due to the increases
in premium rates during 2007, one effective July 1, 2007, of approximately 8.7% and a
retroactive increase in rates of approximately 6.7% effective November 1, 2006 negotiated
in June 2007; mitigated by a decrease in member months enrollment in the Reform business by
31,186 or 2.9%.
Medical premiums generated by the Commercial business increased by $1.7 million, or
0.9%, to $182.0 million during the three months ended March 31, 2008. This fluctuation is
primarily the result of an increase in average premium rates in corporate accounts of 4.5%;
partially offset by a decrease in member months enrollment of 18,254, or 1.5%.
The Medicare business has experienced an expected overall increase in utilization
trends, but the increase is most noticeable in outpatient visits and ambulatory procedures.
We expect the utilization trends of the Medicare business to increase and then to
stabilize as the business matures. Also, the higher MLR in the Medicare business is also
impacted by the change in mix between dual and non-dual eligible members within the
business. The Medicare Advantage member months enrollment during the three months ended
March 31, 2008 has a higher concentration of dual eligible members than during the same
period of the prior year. In our experience dual eligible members have a higher utilization than non-dual
eligible members.
The higher MLR experienced by the Reform business in 2008 is primarily due to the effect
of prior period reserve developments and the retroactive premium rate increase received by
this business during June 2007. If we exclude the effect of prior period reserve
developments in the 2007 and 2008 periods and considering the retroactive premium rate
increase in the 2007 period, the MLR actually decreased by 2.2 percentage points during the
2008 period.
During the 2008 period the MLR of the Commercial business decreased by 2.1 percentage
points primarily as the result of our termination and re-pricing strategy of less
profitable groups and cost containment initiatives.
Table of Contents
Three months ended
March 31,
(Dollar amounts in millions)
2008
2007
$
24.1
24.5
(2.0)
(2.1
)
22.1
22.4
0.1
0.1
22.2
22.5
3.9
3.6
26.1
26.1
12.0
11.6
11.6
11.5
23.6
23.1
$
2.5
3.0
54.1
%
51.6
%
52.3
%
51.1
%
Table of Contents
Three months ended
March 31,
(Dollar amounts in millions)
2008
2007
$
35.5
35.2
(15.6)
(15.4
)
3.4
1.6
23.3
21.4
3.0
2.6
26.3
24.0
10.3
10.2
13.9
12.4
24.2
22.6
$
2.1
1.4
44.2
%
47.7
%
59.7
%
57.9
%
103.9
%
105.6
%
Table of Contents
Three months ended
March 31,
(Dollar amounts in millions)
2008
2007
$
55.5
2.6
1.4
3.6
15.8
2.1
73.9
7.1
(118.1
)
(84.5
)
(1.9
)
(1.5
)
(1.4
)
(2.4
)
(0.4
)
(0.4
)
(45.7
)
(1.7
)
(1.9
)
(251.9
)
(8.0
)
$
(178.0
)
(0.9
)
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).
Table of Contents
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 its 6.3% senior unsecured notes
due September 2019 (the 6.3% notes).
Table of Contents
29
30
Exhibits
Description
Amended and Restated Articles of Incorporation (incorporated
herein by reference to Exhibit 3(i)(d) to TSMs Annual Report on
Form 10-K for the year ended December 31, 2007 (File No.
0-49762).
Amendment to Article Tenth of the Amended and Restated Articles of
Incorporation of Triple-S Management Corporation.
Articles of Incorporation of Triple-S Management Corporation, as
currently in effect.
Table of Contents
Exhibits
Description
Statement re computation of per share earnings; an exhibit
describing the computation of the earnings per share for the
three months ended March 31, 2008 and 2007 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.
Statements re computation of ratios; an exhibit describing the
computation of the loss ratio, expense ratio and combined ratio for
the three months ended March 31, 2008 and 2007 has been omitted as
the detail necessary to determine the computation of the loss ratio,
operating expense ratio and combined ratio can be clearly determined
from the material contained in Part I of this Quarterly Report on
Form 10-Q.
Certification of the President and Chief Executive Officer required
by Rule 13a-14(a)/15d-14(a).
Certification of the Vice President of Finance and Chief Financial
Officer required by Rule 13a-14(a)/15d-14(a).
Certification of the President and Chief Executive Officer required
pursuant to 18 U.S.C Section 1350.
Certification of the Vice President of Finance and Chief Financial
Officer required pursuant to 18 U.S.C Section 1350.
Triple-S Management Corporation
Registrant
By:
/s/ Ramón M. Ruiz-Comas
President and
Chief Executive Officer
By:
/s/ Juan J. Román
Vice President of Finance
and Chief Financial Officer
|
/s/ Ramón M. Ruiz Comas
|
|
|
Ramón M. Ruiz Comas | |
|
President and CEO | |
|
||
|
/s/ Juan J. Román Jiménez | |
|
||
|
Juan J. Román Jiménez | |
|
Vice-President of Finance and CFO |
2
FIRST:
|
The name of this corporation is TRIPLE-S MANAGEMENT CORPORATION . | |
|
||
SECOND:
|
The physical address of the designated office of the Corporation is 1441 F.D. Roosevelt Avenue, San Juan, Puerto Rico 00920. | |
|
||
THIRD:
|
The Corporations registered agent will be the Corporation itself, Triple-S Management Corporation. The address of such resident agent is 1441 F.D. Roosevelt Avenue, San Juan, Puerto Rico 00920. | |
|
||
FOURTH:
|
The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the Commonwealth of Puerto Rico, as from time to time amended (the GCLPR). | |
|
||
FIFTH:
|
A. The total number of shares of all classes of stock which the Corporation shall have authority to issue is Three Hundred Million (300,000,000) shares, consisting of (a)(1) one hundred million (100,000,000) shares of Class A Common Stock, par value $1.00 per share (the Class A Common Stock), and (2) one hundred million (100,000,000) shares of Class B Common Stock, par value $1.00 per share (the Class B Common Stock), and (b) One Hundred Million (100,000,000) shares of Preferred Stock, par value $1.00 per share (the Preferred Stock). On the effective date of this provision, all shares of common stock outstanding prior thereto shall be automatically converted into Class A Common Stock. As used herein the term Common Stock shall mean the Class A Common Stock and Class B Common Stock. The rights, privileges and ownership interests represented by each share of Class A Common Stock shall be identical in every respect to the rights, privileges and ownership interests represented by each share of Class B Common Stock, except as otherwise expressly provided below. | |
|
||
|
1. Voting Rights. Each holder of a share of Common Stock shall be entitled to one vote for each share standing in such holders name on the books |
of the Corporation irrespective of the class or series thereof, and all shares
of all classes and series of Common Stock shall vote together as a single class;
provided
,
that
any amendment to these Amended and Restated Articles
of Incorporation affecting any of the rights, privileges or ownership interests of
the Class A Common Stock or the Class B Common Stock, including but not limited to
the rights set forth in
Attachments B
and
C
hereto, shall require the affirmative
vote of a majority of the shares outstanding of each of the Class A Common Stock
and the Class B Common Stock.
2. Dividends
. When and as dividends are declared or paid or distributions are
made upon Common Stock, whether payable in cash, in property or in securities of
the Corporation, the holders of Common Stock shall be entitled to share equally,
share for share, in such dividends and distributions. Dividends declared and
payable in shares of Common Stock shall be declared and be payable at the same rate
in each class of stock. Dividends on shares of Class A Common Stock shall be
payable in shares of Class A Common Stock and the dividends on shares of Class B
Common Stock shall be payable in shares of Class B Common Stock.
3. Conversion
. Holders of the Class A Common Stock shall be entitled to the
conversion rights set forth in
Attachment B
hereto.
4. Anti-Dilution Rights
. Holders of the Class B Common Stock shall be
entitled to the anti-dilution rights set forth in
Attachment C
hereto.
The shares of capital stock of the Corporation shall be subject
to the transfer restrictions set forth in
Attachment A
to these
Articles of Incorporation. Such transfer restrictions are being
adopted in order for the Corporation to comply with the License
Agreement between Blue Cross and Blue Shield Association (or its
then successor) (the BCBSA) and the Corporation and related
License Agreements between the subsidiaries of the Corporation
and BCBSA.
A. At every annual or special meeting of
shareholders of the Corporation, every
holder of shares of Common Stock shall
be entitled to one (1) vote for each
share of Common Stock standing in his
or her name on the books of the
Corporation.
B. There shall be no cumulative voting by shareholders of any class or series of
capital stock as may be set forth in the PRGCL or any other law, regulation, decree
or agreement.
A. The Corporation shall be required, to the maximum extent permitted by the GCLPR, to
indemnify each of its directors, officers and employees and any director, officer or employee
who is or was serving at the request of the Corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, limited liability company or
other enterprise against expenses, judgments, fines, settlements, and other amounts actually
and reasonably incurred in connection with any proceeding arising due to the fact that any
such person is or was a director, an officer or an employee of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, limited liability company or other
enterprise.
B. The Corporation may, in its absolute discretion, up to the maximum extent
permitted by the GCLPR, indemnify each person who is not required to be indemnified
under Section A above against expenses, judgments, fines, settlements, and other
amounts actually and reasonably incurred in connection with any proceeding arising
by reason of the fact that any such person is or was serving or has agreed to serve
the Corporation in any capacity, other than as a director, officer or employee, to
the extent that the
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Corporation is required or permitted to indemnify directors, officers or employees under Section A above. | |
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C. The Corporation shall indemnify any director, officer, employee, or other agent of the Corporation against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was a trustee, investment manager, or other fiduciary under any employee benefit plan of the Corporation. | |
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D. To the extent permitted by the GCLPR and applicable law, expenses incurred in defending any proceeding in the case described in Sections A and C above shall be advanced (and in the case of Section B may be advanced) by the Corporation prior to the final disposition of such proceeding upon receipt of any undertaking by or on behalf of such person to repay such amount if it shall be determined ultimately that he or she is not entitled to be indemnified by the Corporation. Additionally, the Corporation shall reimburse attorneys fees and other reasonable related expenses incurred by any person in enforcing such persons indemnification rights described in Section A above if it shall ultimately be determined that such person is entitled to such indemnification by the Corporation. | |
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E. The indemnification and the advancement of expenses provided by this Article EIGHTH shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, these Articles of Incorporation, the Bylaws or any agreement, vote of shareholders or disinterested directors, policy of insurance or otherwise, both as to action in their official capacity and as to action in another capacity while holding their respective offices, and shall not limit in any way any right which the Corporation may have to provide additional indemnification with respect to the same or different persons or classes of persons. The indemnification and advancement of expenses provided by this Article EIGHTH shall continue as to a person who has ceased to serve in a capacity that entitles such person to indemnity under this Article EIGHTH (an Indemnifiable Capacity) and shall inure to the benefit of the heirs, executors and administrators of such a person. | |
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F. Upon resolution passed by the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person who is or was serving in an Indemnifiable Capacity against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such persons status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article EIGHTH. Notwithstanding anything in this Article EIGHTH to the contrary: (i) the Corporation shall not be obligated to indemnify any person serving in an Indemnifiable Capacity for any amounts which have been paid directly to such person by any insurance maintained by the Corporation; and (ii) any indemnification provided pursuant to this Article EIGHTH, (A) shall not be used as a source of contribution to, or as a substitute for, or as a basis for recoupment of any payments pursuant to, any indemnification obligation or insurance coverage which is available from any other enterprise, and (B) shall become operative, and payments shall be required to be made thereunder, only in the event and to the extent that the amounts in question have not been fully paid by any indemnification obligation or insurance coverage which is available from any other enterprise. | |
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G. The rights granted or created hereby shall be vested in each person entitled to indemnification hereunder as a bargained-for contractual condition of such persons serving or having served in an Indemnifiable Capacity and, while this Article EIGHTH may be amended or repealed, no such amendment or repeal shall release, terminate or adversely affect the rights of such person under this Article EIGHTH with respect to any act taken or the failure to take any act by such person prior to such amendment or repeal |
or with respect to any action, suit or proceeding with respect to such act or
failure to act filed after such amendment or repeal.
H. If any provision of this Article EIGHTH or the application of any such provision
to any person or circumstance is held invalid, illegal or unenforceable for any
reason whatsoever, the remaining provisions of this Article EIGHTH and the
application of such provision to other persons or circumstances shall not be
affected thereby and, to the fullest extent possible, the court finding such
provision invalid, illegal or unenforceable shall modify and construe the provision
so as to render it valid and enforceable as against all persons or entities and to
give the maximum possible protection to persons subject to indemnification hereby
within the bounds of validity, legality and enforceability. Without limiting the
generality of the foregoing, if any person who is or was serving in an
Indemnifiable Capacity is entitled under any provision of this Article EIGHTH to
indemnification by the Corporation for some or a portion of the judgments, amounts
paid in settlement, attorneys fees, ERISA excise taxes or penalties, fines or
other expenses actually and reasonably incurred by any such person in connection
with any threatened, pending or completed action, suit or proceeding (including,
without limitation, the investigation, defense, settlement or appeal of such
action, suit or proceeding), whether civil, criminal, administrative, investigative
or appellate, but not, however, for all of the total amount thereof, the
Corporation shall nevertheless indemnify such person for the portion thereof to
which such person is entitled.
A director of the Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director, except to the
extent such exemption from liability or limitation thereof is not permitted under the GCLPR.
In no event shall any director be deemed to breach any fiduciary duty or other obligation owed
to any shareholders of the Corporation or any other person by reason of (i) his or her failure
to vote for (or by reason of such directors vote against) any proposal or course of action
that in such directors judgment would breach any requirement imposed on the Corporation or
any subsidiary or affiliate of the Corporation by the BCBSA or could lead to termination of
any license granted by the BCBSA to the Corporation or any subsidiary or affiliate of the
Corporation, or (ii) his or her decision to vote in favor of any proposal or course of action
that in such directors judgment is necessary to prevent a breach of any requirement imposed
by the BCBSA or could prevent termination of any license granted by the BCBSA to the
Corporation or any subsidiary or affiliate of the Corporation. Any repeal or modification of
the foregoing provisions of this Article NINTH by the shareholders of the Corporation shall
not adversely affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification.
The Corporation will exist in perpetuity.
The Corporation reserves the right to amend any provision contained in these
Articles of Incorporation, in the manner now or hereafter prescribed by the GCLPR
or other applicable law and these Articles of Incorporation, and all rights
conferred upon shareholders herein are granted subject to this reservation;
provided, however, that notwithstanding anything contained in these Articles of
Incorporation to the contrary, (1) the approval of BCBSA (unless each and every
License Agreement with BCBSA to which the Corporation or its subsidiaries shall be
subject shall have been terminated) and (2) the affirmative vote of the holders of
at least three-fourths (3/4) of the issued and outstanding voting shares of capital
stock of the Corporation (the Supermajority Shareholder Vote) shall be required
to amend Article SIXTH (including the provisions of
Attachment A
hereto),
Paragraph B of Article SEVENTH, Paragraph B of Article TENTH or the BCBSA approval
requirement or the Supermajority Shareholder Vote requirement set forth in this
first proviso of Article TWELFTH; and provided further, however, that (i) the
requirement for Supermajority Shareholder Vote shall become ineffective and shall
be of no further force and effect in the event that each and every License
Agreement with BCBSA to which the Corporation or its subsidiaries shall be subject
shall have been terminated; and (ii) the Supermajority Shareholder Vote shall not
apply to (1) any amendment to Article SIXTH (including the provisions of
Attachment A
hereto), Paragraph B of Article SEVENTH, Paragraph B of
Article TENTH or the BCBSA approval requirement or the Supermajority Shareholder
Vote requirement set forth in the first proviso of Article TWELFTH to conform such
Articles to a change to the terms of any License Agreement, or (2) any amendment to
Article SIXTH (including the provisions of
Attachment A
hereto), Paragraph
B of Article SEVENTH, Paragraph B of Article TENTH or the BCBSA approval
requirement or the Supermajority Shareholder Vote requirement set forth in the
first proviso of Article TWELFTH required or permitted by the BCBSA (whether or not
constituting a change to the terms of any License Agreement). The affirmative vote
of the holders of at least the percentage of the issued and outstanding capital
stock entitled to vote thereon required by the GCLPR or other applicable law shall
be required to amend any provisions of these Articles of Incorporation that shall
not require the Supermajority Shareholder Vote under this Article TWELFTH.
A. The Bylaws shall govern the management and affairs of the Corporation, the
rights and powers of the directors, officers, employees and shareholders of the
Corporation in accordance with its terms and shall govern the rights of all persons
concerned relating in any way to the Corporation except that if any provision in
the Bylaws shall be irreconcilably inconsistent with any provision in these
Articles of Incorporation, the provision in these Articles of Incorporation shall
control.
B. The Board of Directors of the Corporation shall have the power to amend the
Bylaws of the Corporation by the vote of a majority of the whole Board of Directors
of the Corporation. The shareholders of the Corporation shall not have the power to
amend the Bylaws of the Corporation unless such amendment shall be approved by the
holders of at least a majority of the then issued and outstanding shares of capital
stock entitled to vote thereon. Notwithstanding anything contained in these
Articles of Incorporation of the Corporation to the contrary, the approval of BCBSA
(unless each and every License
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Agreement with BCBSA to which the Corporation or its subsidiaries shall be subject shall have been terminated) shall be required to amend Section 5-2, Paragraph D of Section 6-2, Paragraph H of Section 7-11 and Sub-Section 12 of Section 7-14 of the By-Laws of the Corporation and the BCBSA approval requirement contained in this Article THIRTEENTH. For purposes of this Section B of Article THIRTEENTH, the term whole Board of Directors of the Corporation means the total number of Directors which the Corporation would have as of the date of such determination if the Board of Directors of the Corporation had no vacancies. |
i. | in respect of a claim against the Corporation under any share acquisition agreement; or | ||
ii. | to any purported non-medical heir of a former shareholder of the Corporation or any of its predecessor entities or any of the predecessor entities of TSI which holders shares of common stock or common stock of any of the Corporations predecessor entities or the predecessor entities of TSI were cancelled following the holders death in respect of any purported right of such heir to receive, by way of testate or intestate transfer or otherwise, the shares of common stock or such common stock owned by such shareholder at the time of his or her death. |
DR
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= | (CAO + X) | ||||
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(CAO + Y) |
X
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= | OA (MC - VA) | ||||
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OB (VA - VO) |
1. | I have reviewed this quarterly report on Form 10-Q of Triple-S Management Corporation; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
c. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting. |
Date: | May 9, 2008 | By: | /s/ Ramón M. Ruiz-Comas | ||||||
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Ramón M. Ruiz-Comas | ||||||||
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President and | ||||||||
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Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Triple-S Management Corporation; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
c. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting. |
Date: |
May 9, 2008
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By: |
/s/ Juan J. Román
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Vice President of Finance | ||||||
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and Chief Financial Officer |
1. | The Quarterly Report on Form 10-Q of the Corporation for the period ended March 31, 2008 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 and; | |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation. |
Date: |
May 9, 2008
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By: | /s/ Ramón M. Ruiz-Comas | ||||
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Ramón M. Ruiz-Comas | ||||||
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President and | ||||||
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Chief Executive Officer |
1. | The Quarterly Report on Form 10-Q of the Corporation for the period ended March 31, 2008 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 and; | |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation. |
Date: |
May 9, 2008
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By: |
/s/ Juan J. Román
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Juan J. Román | ||||||
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Vice President of Finance | ||||||
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and Chief Financial Officer |