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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-Q

Commission file Number: 001-35149

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UNIVERSAL AMERICAN CORP.
(Exact name of registrant as specified in its charter)

Six International Drive, Suite 190, Rye Brook, New York 10573
(Address of principal executive offices and zip code)

(914) 934-5200
(Registrant's telephone number, including area code)

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         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. Yes ý    No o

         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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

         Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o    No ý

         Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

   

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        As used in this quarterly report on Form 10-Q, except as otherwise indicated, references to the "Company," "UAM," "we," "our," and "us" are to (i) Universal American Corp., a Delaware corporation (formerly known as Universal American Spin Corp., "New Universal American") and its subsidiaries following the closing of the sale of our Part D business on April 29, 2011 (the "Part D Transaction") and (ii) Universal American Corp., a New York corporation (now known as Caremark Ulysses Holding Corp., "Old Universal American") and its subsidiaries prior to the closing of the Part D Transaction on April 29, 2011.

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

        This report, including, without limitation, the information set forth or incorporated by reference under Part II, Item 1A "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," and other risks and uncertainties set forth in this report and oral statements made from time to time by our executive officers contains "forward-looking" statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. Statements in this report that are not historical facts are hereby identified as forward-looking statements and are intended to be covered by the safe harbor provisions of the PSLRA. They can be identified by the use of the words "believe," "expect," "predict," "project," "potential," "estimate," "anticipate," "should," "intend," "may," "will" and similar expressions or variations of such words, or by discussion of future financial results and events, strategy or risks and uncertainties, trends and conditions in the Company's business and competitive strengths, all of which involve risks and uncertainties.

        Where, in any forward-looking statement, we or our management expresses an expectation or belief as to future results or actions, there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished. Our actual results may differ materially from our expectations, plans or projections. We warn you that forward-looking statements are only predictions and estimates, which are inherently subject to risks, trends and uncertainties, many of which are beyond our ability to control or predict with accuracy and some of which we might not even anticipate. We give no assurance that we will achieve our expectations and we do not assume responsibility for the accuracy and completeness of the forward-looking statements. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements as a result of many factors, including the risk factors described or incorporated by reference in Part II, Item 1A of this report. We caution readers not to place undue reliance on these forward-looking statements that speak only as of the date made.

        We undertake no obligation, other than as may be required under the federal securities laws, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Although we believe that the expectations reflected in these forward-looking statements are reasonable at the time made, any or all of the forward-looking statements contained in this report and in any other public statements that are made may prove to be incorrect. This may occur as a result of inaccurate assumptions as a consequence of known or unknown risks and uncertainties. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed or incorporated by reference under the caption "Risk Factors" under Part II, Item 1A of this report. We caution that these risk factors may not be exhaustive. We operate in a continually changing business environment that is highly complicated, regulated and competitive and new risk factors emerge from time to time. We cannot predict these new risk factors, nor can we assess the impact, if any, of the new risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those expressed or implied by any forward-looking statement. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this report might not occur. You should carefully read this report and the documents that we incorporate by reference in this report in its entirety. It contains information that you should consider in making any investment decision in any of our securities.

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PART I

ITEM 1—FINANCIAL STATEMENTS

        

UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except number of shares)

   

See Notes to unaudited Consolidated Financial Statements.

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended March 31, 2012 and 2011

(Unaudited)

(in thousands, per share amounts in dollars)

   

See Notes to unaudited Consolidated Financial Statements.

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the Three Months Ended March 31, 2012 and 2011

(Unaudited)

(in thousands)

   

See Notes to unaudited Consolidated Financial Statements.

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2012 and 2011

(Unaudited)

(in thousands)

   

See Notes to unaudited Consolidated Financial Statements.

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. ORGANIZATION AND COMPANY BACKGROUND

        Except as otherwise indicated, references to the "Company," "UAM," "we," "our," and "us" are to (i) Universal American Corp., a Delaware corporation (formerly known as Universal American Spin Corp., "New Universal American") and its subsidiaries following the closing of the sale of our Part D business on April 29, 2011 (the "Part D Transaction") and (ii) Universal American Corp., a New York corporation (now known as Caremark Ulysses Holding Corp., "Old Universal American") and its subsidiaries prior to the closing of the Part D Transaction on April 29, 2011.

        New Universal American is a specialty health and life insurance holding company with an emphasis on providing a broad array of health insurance and managed care products and services to the growing senior population. Collectively, our health plans and insurance company subsidiaries are licensed to sell Medicare Advantage products, life, accident and health insurance and annuities in all fifty states and the District of Columbia. We currently sell Medicare Coordinated Care Plan products, which we call HMOs, Medicare coordinated care products built around contracted networks of providers, which we call PPOs, Medicare Advantage private fee-for-service products, known as PFFS Plans and our Traditional insurance products, consisting of Medicare supplement products, fixed benefit accident and sickness insurance and senior life insurance. Historically, we have distributed these products through career and independent general agency systems and on a direct to consumer basis. During the fourth quarter of 2011, we began a process to convert our career agents to independent agents and will distribute products through independent agents and on a direct to consumer basis going forward. We also intend to discontinue marketing and soliciting new Traditional insurance products after June 1, 2012.

        Universal American formed a new subsidiary, Collaborative Health Systems, to work with physicians and other healthcare professionals to form Accountable Care Organizations, or ACO's, under the Medicare Shared Savings Program. In April 2012, nine ACO's were approved for participation in the program by the Centers for Medicare & Medicaid Services. These nine ACO's include approximately 1,200 participating physicians covering an estimated 110,000 to 120,000 Original Medicare beneficiaries in Southeast Texas, New York, North Carolina, Georgia, Wisconsin, and Mississippi. Collaborative Health Systems will provide these ACO's with care coordination, analytics and reporting, technology and other administrative capabilities to enable participating physicians to deliver better care, improved health and lower healthcare costs for their Medicare fee-for-service patients.

        On March 2, 2012, we completed our acquisition of APS Healthcare, Inc. ("APS Healthcare"), a leading provider of specialty healthcare solutions primarily to Medicaid Agencies. For further discussion of this transaction, see note 4, Business Combinations.

        New Universal American, a Delaware corporation, was formed on December 22, 2010 as a wholly-owned subsidiary of Old Universal American. On December 30, 2010, Old Universal American entered into agreements consisting of: (i) an agreement and plan of merger, or Merger Agreement, with CVS Caremark Corporation, or CVS Caremark, and Ulysses Merger Sub, L.L.C., an indirect wholly-owned subsidiary of CVS Caremark or Merger Sub, to provide for the purchase of Old Universal American's Medicare Part D Business by CVS Caremark for approximately $1.4 billion through the merger of Merger Sub with and into Old Universal American, with Old Universal American continuing as the surviving corporation and a wholly-owned subsidiary of CVS Caremark and (ii) a separation agreement, or Separation Agreement, with New Universal American, to provide for the separation of Old

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

1. ORGANIZATION AND COMPANY BACKGROUND (Continued)

Universal American's Medicare Part D Business from its remaining businesses, which included the Medicare Advantage and Traditional Insurance businesses. The sale of the Medicare Part D Business to CVS Caremark and related transactions are referred to as the "Part D Transaction." Prior to the closing of the Part D Transaction, New Universal American conducted no business activities.

        On April 29, 2011, the parties consummated the Part D Transaction and shareholders of Old Universal American received $14.00 in cash and one share of our common stock for each share owned by them. At the closing of the Part D Transaction, Old Universal American separated all of its businesses other than its Medicare Part D Business, transferred those businesses to the Company, became a wholly-owned subsidiary of CVS Caremark, changed its name to Caremark Ulysses Holding Corp., and de-registered its shares with the Securities and Exchange Commission and de-listed its shares on the New York Stock Exchange (NYSE). The net assets transferred to CVS Caremark at the closing of the Part D Transaction amounted to $440.5 million and were recorded as an adjustment to retained earnings.

        In addition, at the closing of the Part D Transaction, the Company changed its name from Universal American Spin Corp. to Universal American Corp. and its shares began trading on the NYSE under the ticker symbol "UAM" on May 2, 2011 and issued $40.0 million of Series A Preferred Stock. The Company now owns the businesses and assets that previously comprised Old Universal American's Senior Managed Care—Medicare Advantage and Traditional Insurance segments and certain portions of the Corporate & Other segment.

        The Part D Transaction is accounted for as a reverse spin-off and historical financial statements of Old Universal American will be used as the basis for our historical financial statements for purposes of our ongoing Securities and Exchange Commission filings with the Medicare Part D Business of Old Universal American reclassified to discontinued operations.

2. BASIS OF PRESENTATION

        We have prepared the accompanying Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles, or U.S. GAAP, for interim reporting in accordance with Article 10 of the Securities and Exchange Commission's Regulation S-X. Accordingly, they do not include all of the disclosures normally required by U.S. GAAP or those normally made in an annual report on Form 10-K. For the insurance and HMO subsidiaries, U.S. GAAP differs from statutory accounting practices prescribed or permitted by regulatory authorities. We have eliminated all material intercompany transactions and balances. The interim financial information in this report is unaudited, but in the opinion of management, includes all adjustments, including normal, recurring adjustments necessary to present fairly the financial position and results of operations for the periods reported. The results of operations for the three months ended March 31, 2012 and 2011 are not necessarily indicative of the results to be expected for the full year.

        Use of Estimates:    The preparation of our financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported by us in our Consolidated Financial Statements and the accompanying Notes. Critical accounting policies require significant subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. These estimates are based on information available at

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

2. BASIS OF PRESENTATION (Continued)

the time the estimates are made, as well as anticipated future events. Actual results could differ materially from these estimates. We periodically evaluate our estimates, and as additional information becomes available or actual amounts become determinable, we may revise the recorded estimates and reflect the revisions in operating results. In our judgment, the accounts involving estimates and assumptions that are most critical to the preparation of our financial statements are policy related liabilities and expense recognition, deferred policy acquisition costs, goodwill and other intangible assets, investment valuation, revenue recognition—Medicare Advantage products, and income taxes. There have been no changes in our critical accounting policies during the current quarter.

        Significant Accounting Policies:    For a description of existing significant accounting policies, see Note 3—Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2011.

        Reclassifications:    In accordance with the provisions of Accounting Standards Codification (ASC) 360-10-45, Property, Plant & Equipment—Overall—Other Presentation Matters—Impairment or Disposal of Long-Lived Assets, effective with the closing of the Part D Transaction on April 29, 2011, the results of operations and cash flows related to our Medicare Part D business and related corporate items are reported as discontinued operations for all periods presented. Unless otherwise noted, all disclosures in the notes accompanying our consolidated financial statements reflect only continuing operations.

3. RECENTLY ISSUED AND PENDING ACCOUNTING PRONOUNCEMENTS

        Deferred Acquisition Costs:    On September 29, 2010, the FASB issued ASU 2010-26, Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts, which amended FASB ASC Topic 944, Financial Services—Insurance. ASU 2010-26 clarifies the definition of acquisition costs that are eligible for deferral. Acquisition costs are to include only those costs that are directly related to the successful acquisition or renewal of insurance contracts; incremental direct costs of contract acquisition that are incurred in transactions with either independent first parties or employees; and advertising costs meeting the capitalization criteria for direct-response advertising. The determination of deferability must be made on a contract-level basis.

        This guidance is effective for fiscal years beginning after December 15, 2011, and interim periods within those years. This guidance may be applied prospectively upon the date of adoption, with retrospective application permitted, but not required. The Company adopted this guidance retrospectively on January 1, 2012, resulting in a write down of the Company's deferred acquisition costs of $35.1 million, as of the date of adoption, relating to those costs which no longer meet the revised guidance as summarized above.

        Retrospective application of accounting principles should be applied as if the change had been made as of the beginning of the earliest period presented. In the case of our Quarterly Reports on Form 10-Q to be filed in 2012, that would be January 1, 2011 and for our Annual Report on Form 10-K for the year ended December 31, 2012 that would be January 1, 2010. The reduction in DAC from our retrospective adoption affected the accounting of our 2009 life insurance and annuity reinsurance transaction. This change resulted in the recognition of a pre-tax gain on the transaction of $17.6 million, which we have deferred and are amortizing over the estimated remaining life of the

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

3. RECENTLY ISSUED AND PENDING ACCOUNTING PRONOUNCEMENTS (Continued)

ceded block of business. The cumulative effect of the retrospective adoption of this guidance, with consideration to the impact on the transaction noted above, reduced stockholders' equity by $32.2 million as of January 1, 2012 and by $32.5 million as of January 1, 2011. For the quarter ended March 31, 2012, the adoption of ASU 2010-26 increased net income by $0.5 million, or $0.01 per diluted share.

        Other Comprehensive Income:    In June 2011, ASU, No. 2011-05, Comprehensive Income, was issued by the FASB and provides amended disclosure requirements for the presentation of comprehensive income. The amended guidance eliminates the option to present components of other comprehensive income (OCI) as part of the statement of changes in equity. Under the amended guidance, all changes in OCI are to be presented either in a single continuous statement of comprehensive income or in two separate but consecutive financial statements. The changes are effective January 1, 2012, with early application permitted.

        In December 2011, ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, was issued by the FASB to defer the effective date in ASU 2011-05 pertaining to reclassification adjustments out of accumulated other comprehensive income until the FASB is able to reconsider and redeliberate whether to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. No other requirements in ASU 2011-05 are affected by ASU 2011-12.

        We adopted the provisions of ASU 2011-05 as of January 1, 2012, after considering the deferral in ASU 2011-12, and have included single continuous statements of comprehensive income (loss) for the quarters ended March 31, 2012 and 2011. There was no impact to our financial position or results of operations upon adoption, as the amendments relate only to changes in financial statement presentation.

        Fair Value Disclosures:    In May 2011, the FASB issued amended guidance and disclosure requirements for fair value measurements. These changes will be effective for interim and annual periods beginning after December 15, 2011. Early application is not permitted. Implementation did not have a material impact on our financial position or results of operations.

4. BUSINESS COMBINATIONS

Acquisition of APS Healthcare

        On March 2, 2012, we acquired 100% of the outstanding voting stock of APS Healthcare, a leading provider of specialty healthcare solutions primarily to Medicaid Agencies. APS Healthcare brings a full range of healthcare solutions, including case management and care coordination, clinical quality and utilization review, and behavioral health services that enable its customers to reduce healthcare costs and improve the quality of their care. We expect the APS Healthcare transaction to create significant strategic benefits, including the opportunity for us to expand our breadth of capabilities to participate in the emerging growth opportunities in healthcare, including the large dual eligible opportunity.

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

4. BUSINESS COMBINATIONS (Continued)

        The purchase price for the transaction was (i) $224.5 million, which is net of a provisional adjustment of $3.0 million, plus (ii) up to $50 million in potential performance based consideration. The consideration comprised $147.8 million in cash to retire APS Healthcare's outstanding indebtedness and other liabilities and approximately $76.7 million in Universal American common stock. The potential performance based consideration is payable in cash in March 2014 to the extent APS Healthcare's financial results exceed certain thresholds. We do not anticipate that any performance based consideration will be paid.

        To fund the equity portion of the purchase price, at closing, Universal American issued 6,504,461 shares of its common stock to funds affiliated with GTCR and other former equity holders of APS Healthcare, representing approximately 7.4% of Universal American's outstanding common stock.

        To fund the cash portion of the purchase price, at closing, Universal American entered into a new $225 million Credit Facility with a group of lenders led by Bank of America Merrill Lynch, consisting of a $150 million term loan and a $75 million revolving credit facility, which was undrawn at closing. See Note 7—Loan Payable for additional details.

        We recognized $3.9 million of acquisition related costs that were expensed in the current period. These costs are included in the line item "Other operating costs and expenses" at the consolidated statements of comprehensive income (loss). We also incurred $5.8 million of costs in connection with the new credit facility. These costs have been deferred and will be amortized over the life of the term loan.

        The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. As the value of certain assets and liabilities are preliminary in nature, they are subject to adjustment as additional information is obtained about the facts and

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

4. BUSINESS COMBINATIONS (Continued)

circumstances that existed at the acquisition date. When the valuation is final, any changes to the preliminary valuation of acquired assets and liabilities could result in adjustments to goodwill.

        The value of the identifiable intangible assets was assigned as follows:

        The goodwill has not yet been assigned to a segment, pending our evaluation of reporting segments following the acquisition of APS Healthcare. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of APS Healthcare. None of the goodwill is expected to be deductible for tax purposes.

        The fair value of accounts receivable acquired was $43.2 million, with the gross contractual amount being $43.4 million. We expect that $0.2 million will be uncollectible.

        The operating results generated by APS Healthcare from March 2, 2012, the date of acquisition, were not material to our consolidated results of operations.

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

4. BUSINESS COMBINATIONS (Continued)

        The unaudited consolidated pro forma results of operations, assuming that operating results for APS Healthcare were included for the entire periods ended March 31, 2012 and 2011 are as follows:

        These amounts have been determined after applying our accounting policies and adjusting the results of APS Healthcare to reflect the changes in depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied on January 1, 2011, and elimination of APS Healthcare's acquisition related costs, together with the related tax effects. These amounts also include adjustment of our results to reflect the cost of the new credit facility and additional stock based compensation that would have been charged assuming the acquisition took place on January 1, 2011, and elimination of our acquisition related costs, together with the related tax effects. The pro forma information presented above is for disclosure purposes only and is not necessarily indicative of the results of operations that would have occurred had we consummated the acquisition on the date assumed, nor is the pro forma information intended to be indicative of our future results of operations.

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

5. INVESTMENTS

        The amortized cost and fair value of fixed maturity investments are as follows:

 

        At March 31, 2012, gross unrealized losses on mortgage-backed and asset-backed securities totaled $8.7 million, consisting primarily of unrealized losses of $7.7 million on subprime residential mortgage loans, as discussed below, and $0.7 million related to obligations of commercial mortgage-backed securities. The fair value of a majority of the subprime securities is depressed due to the deterioration of collectability of the underlying mortgage cash flows. The fair value of the other securities is depressed primarily due to changes in interest rates. We have evaluated these holdings, with input from our investment managers, and do not believe further other-than-temporarily impairment to be warranted.

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

5. INVESTMENTS (Continued)

        The amortized cost and fair value of fixed maturity investments at March 31, 2012 by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

        The fair value and unrealized loss as of March 31, 2012 and December 31, 2011 for fixed maturities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are shown below:

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

5. INVESTMENTS (Continued)

 

Subprime Residential Mortgage Loans

        We hold securities with exposure to subprime residential mortgages, or mortgage loans to borrowers with weak credit profiles. The significant decline in U.S. housing prices and relaxed underwriting standards by some subprime loan originators have led to higher delinquency and loss rates, resulting in a significant reduction in the market valuation of these securities sector wide.

        As of March 31, 2012, we held subprime securities with par values of $22.0 million, an amortized cost of $21.4 million and a fair value of $13.7 million representing approximately 1.0% of our cash and invested assets, with collateral comprised substantially of first lien mortgages in senior or senior mezzanine level tranches, with an average Standard & Poor's, or equivalent, rating of A+.

        The following table presents our exposure to subprime residential mortgages by vintage year.

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

5. INVESTMENTS (Continued)

        We continuously review our subprime holdings stressing multiple variables, such as cash flows, prepayment speeds, default rates and loss severity, and comparing current base case loss expectations to the loss required to incur a principal loss, or breakpoint. We expect loss rates in the subprime mortgage sector to continue to increase in the near term but at a decreasing rate. Our base case analysis suggests that implied losses from current market pricing for these securities remain significantly higher than our base case loss expectations. Based on the analysis of the remaining subprime holdings at March 31, 2012, we do not believe these holdings are other-than-temporarily impaired.

        Gross realized gains and gross realized losses included in the consolidated statements of comprehensive income (loss) are as follows:

6. FAIR VALUE MEASUREMENTS

        We carry fixed maturity investments and equity securities at fair value in our Consolidated Financial Statements. These fair value disclosures consist of information regarding the valuation of these financial instruments followed by the fair value measurement disclosure requirements of Fair Value Measurements and Disclosures Topic, ASC 820-10.

Fair Value Disclosures

        The following section applies the ASC 820-10 fair value hierarchy and disclosure requirements to our financial instruments that we carry at fair value. ASC 820-10 establishes a fair value hierarchy that prioritizes the inputs in the valuation techniques used to measure fair value into three broad Levels, numbered 1, 2, and 3.

        Level 1 observable inputs reflect quoted prices for identical assets or liabilities in active markets that we have the ability to access at the measurement date. We currently have no Level 1 securities.

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

6. FAIR VALUE MEASUREMENTS (Continued)

        Level 2 observable inputs, other than quoted prices included in Level 1, reflect the asset or liability or prices for similar assets and liabilities. Most debt securities and some preferred stocks are model priced by vendors using observable inputs and we classify them within Level 2.

        Level 3 valuations are derived from techniques in which one or more of the significant inputs, such as assumptions about risk, are unobservable. Generally, Level 3 securities are less liquid securities such as highly structured or lower quality asset-backed securities, known as ABS, and private placement equity securities. Because Level 3 fair values, by their nature, contain unobservable market inputs, as there is no observable market for these assets and liabilities, we must use considerable judgment to determine the Level 3 fair values. Level 3 fair values represent our best estimate of an amount that we could realize in a current market exchange absent actual market exchanges.

        The following table presents our assets that are carried at fair value by hierarchy levels, as of March 31, 2012:

        In many situations, inputs used to measure the fair value of an asset or liability position may fall into different levels of the fair value hierarchy. In these situations, we will determine the level in which the fair value falls based upon the lowest level input that is significant to the determination of the fair value.

Determination of fair values

        The valuation methodologies used to determine the fair values of assets and liabilities under the "exit price" notion of ASC 820-10 reflect market participant objectives and are based on the application of the fair value hierarchy that prioritizes observable market inputs over unobservable inputs. We determine the fair value of our financial assets and liabilities based upon quoted market prices where available. The following is a discussion of the methodologies used to determine fair values for the financial instruments listed in the above table.

Valuation of Fixed Maturities

        We have engaged an investment advisor to manage a portion of our portfolio, perform investment accounting and provide valuation services. Securities prices are obtained by the advisor from independent pricing vendors, which are chosen based on their ability to support and price specified asset classes following the procedures outlined in the valuation policy reviewed and approved by us. The following are examples of typical inputs used by third party pricing vendors:

•

reported trades,



•

benchmark yields,



•

issuer spreads,

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

6. FAIR VALUE MEASUREMENTS (Continued)

•

bids,



•

offers, and



•

estimated cash flows and prepayment speeds.

        Based on the typical trading volumes and the lack of quoted market prices for fixed maturities, third party pricing services will normally derive the security prices through recent reported trades for identical or similar securities making adjustments through the reporting date based upon available market observable information as outlined above. If there are no recent reported trades, the third party pricing services may use matrix or model processes to develop a security price where the pricing services develop future cash flow expectations based upon collateral performance, discounted at an estimated market rate. The pricing for mortgage-backed and asset-backed securities reflects estimates of the rate of future prepayments of principal over the remaining life of the securities. The pricing services derive these estimates based on the characteristics of the underlying structure and prepayment speeds previously experienced at the interest rate levels projected for the underlying collateral.

        The investment advisor uses their own rules-based pricing system to evaluate the prices it receives from various pricing vendors to ensure the data adheres to certain vendor-to-vendor and day-to-day variance tolerances. Exceptions to the rules are monitored, investigated and challenged, as needed. We review and test the security pricing procedures used to value our fixed maturity portfolio on an ongoing basis. Our procedures include review of the investment valuation policy and understanding of the procedures used to obtain investment valuations and review of pricing controls at our investment advisor, including their Statements on Standards for Attestation Engagements 16 controls review report. We also test the prices provided by the advisor monthly by comparing the data to another independent pricing source and monitoring the change in prices from month to month and upon sale of the security. Significant changes or variances are investigated and explained. To date, we have not modified any price provided by the advisor.

        We have also reviewed the advisor's pricing services' valuation methodologies and related sources, and have evaluated the various types of securities in our investment portfolio to determine an appropriate fair value hierarchy level based upon trading activity and the observability of market inputs. Based on the results of this evaluation and investment class analysis, we classified each price into Level 1, 2, or 3. We classified most prices provided by third party pricing services into Level 2 because the inputs used in pricing the securities are market observable.

        Due to a general lack of transparency in the process that brokers use to develop prices, we have classified most valuations that are based on broker's prices as Level 3. We may classify some valuations as Level 2 if we can corroborate the price. We have also classified internal model priced securities, primarily consisting of private placement asset-backed securities, as Level 3 because this model pricing includes significant non-observable inputs.

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

6. FAIR VALUE MEASUREMENTS (Continued)

        The following table provides a summary of changes in the fair value of our Level 3 financial instruments:

7. LOAN PAYABLE

2012 Credit Facility

        In connection with the acquisition of APS Healthcare, on March 2, 2012, we entered into a new credit facility (the "2012 Credit Facility") consisting of a five-year $150 million senior secured term loan and a $75 million senior secured revolving credit facility.

        The proceeds of the term loan were used to repay APS Healthcare's term loan and revolving credit facility as part of the cost of the acquisition. The 2012 Credit Facility contains customary representations and warranties as well as customary affirmative and negative covenants. Negative covenants include, among others, limitations on the incurrence of indebtedness, limitations on the incurrence of liens and limitations on acquisition, dispositions, investments and restricted payments. In addition, the 2012 Credit Facility contains certain financial covenants relating to minimum risk-based capital, consolidated leverage ratio, and consolidated debt service ratio. As of March 31, 2012, we were in compliance with all financial covenants.

        The 2012 Credit Facility bears interest at rates equal to, at the Company's election, the reserve-adjusted eurodollar rate or the base rate, plus an applicable margin that varies based on the Company's consolidated leverage ratio from 1.75% to 2.50%, in the case of eurodollar loans, and from 0.75% to 1.50% in the case of base rate loans. The Company will also be required to pay a commitment fee on unused availability under the Revolving Facility from time to time, that will vary based on the Company's consolidated leverage ratio, from 0.40% to 0.50%. Effective March 31, 2012, the interest rate on the term loan portion of the 2012 Credit Facility was 2.49%, based on a spread of 225 basis points above Libor. We had not drawn on the revolving loan facility as of the date of this report.

        The 2012 Credit Facility contains customary events of default. Upon the occurrence and during the continuance of an event of default, the Lenders may declare the outstanding advances and all other obligations under the 2012 Credit Facility immediately due and payable. The Company's obligations under the Credit Agreement are secured by a first priority security interest in 100% of the capital stock of the Company's material subsidiaries and are also guaranteed by certain of our subsidiaries.

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

7. LOAN PAYABLE (Continued)

        In connection with the 2012 Credit Facility, we incurred loan origination fees of approximately $5.8 million, which were capitalized and are being amortized on a straight-line basis, which does not differ significantly from the effective yield basis, over the life of the 2012 Credit Facility.

        Under the original terms of the 2012 Credit Facility, we are required to make principal repayments quarterly at the rate of $15 million per year over a five-year period with a final payment of $78.8 million due upon maturity in January 2017. In April 2012, we made a prepayment of $7.3 million from the proceeds of the surplus note principal and interest payment from our Pyramid Life Insurance Company subsidiary. We are required to ratably apply any prepayments through the remaining scheduled repayments. The following table reflects the schedule of principal payments remaining on the credit facility as of March 31, 2012, after giving effect to the April prepayment:

Principal and Interest Payments

        Per the table provided above, we will make regularly scheduled principal payments totaling approximately $14.3 million annually. The Company paid interest of $0.1 million during the first quarter of 2012.

8. STOCKHOLDERS' EQUITY

Common Stock—Voting

        We currently have authorized for issuance 400 million shares of voting common stock, par value $0.01 per share. Changes in the number of shares of common stock issued during the quarter ended March 31, 2012 were as follows:

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

9. OTHER COMPREHENSIVE INCOME

        The components of accumulated other comprehensive income are as follows:

        The components of other comprehensive income (loss) and the related tax effects for each component are as follows:

10. STOCK-BASED COMPENSATION

        In April 2011, we established the Universal American Corp. 2011 Omnibus Equity Award Plan (the "2011 Equity Plan"). The 2011 Equity Plan is the sole active plan for providing equity compensation to eligible employees, directors and other third parties. We issue shares upon the exercise of options granted under these plans. Detailed information for activity in our stock-based incentive plans can be found in Note 17—Stock-Based Compensation in the Notes to the Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2011.

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

10. STOCK-BASED COMPENSATION (Continued)

        The compensation expense for our continuing operations that has been included in other operating costs and expenses for these plans and the related tax benefit were as follows:

Stock Option Awards

        We recognize compensation cost for share-based payments to employees, directors and other third parties based on the grant date fair value of the award, which we amortize over the grantees' service period in accordance with the provisions of Compensation—Stock Compensation Topic, ASC 718-10. We use the Black-Scholes valuation model to value stock options.

        We estimated the fair value for options granted during the period at the date of grant using a Black-Scholes option pricing model with the following range of assumptions:

        We did not capitalize any cost of stock-based compensation. Future expense may vary based upon factors such as the number of awards granted by us and the then-current fair value of such awards.

        A summary of option activity for the period ended March 31, 2012 is set forth below:

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

10. STOCK-BASED COMPENSATION (Continued)

        The total intrinsic value of stock options (the amount by which the market price of the stock on the date of exercise exceeded the exercise price of the option) exercised during the first three months of 2011 was $6.0 million. There were no options exercised during the first three months of 2012.

        We received proceeds of $7.8 million from the exercise of stock options during the period ended March 31, 2011. ASC 718-10 requires us to report the benefits of tax deductions in excess of recognized compensation cost as a financing cash flow. We recognized $0.9 million and $2.6 million of financing cash flows for these excess tax deductions for the periods ended March 31, 2012 and 2011 respectively.

        As of March 31, 2012, the total compensation cost related to non-vested awards not yet recognized was $14.6 million, which we expect to recognize over a weighted average period of 1.8 years.

Restricted Stock Awards

        In accordance with our 2011 Equity Plan, we may grant restricted stock to employees, directors and other third parties. We have issued restricted stock which vests ratably over a four-year period. We value restricted stock awards at an amount equal to the market price of our common stock on the date of grant. We recognize compensation expense for restricted stock awards on a straight line basis over the vesting period.

        A summary of non-vested restricted stock award activity for the quarter ended March 31, 2012 is set forth below:

        The total fair value of shares of restricted stock vested during the periods ending March 31, 2012 and 2011 was $1.2 million and $4.8 million, respectively.

Performance Shares

        In connection with our acquisition of APS Healthcare, we issued an aggregate of 200,000 Performance Shares to senior management of APS Healthcare. These shares vest 33.3% on each of March 15, 2013, March 15, 2014 and March 15, 2015, subject to the executive's continued employment on each vesting date and the achievement of certain financial performance thresholds by the APS Healthcare business. These awards contain a performance condition, as defined in ASC 718-10, Compensation—Stock Compensation. ASC 718-10 requires that compensation cost on such awards must be recognized over the requisite service period if it is probable that the performance condition will be satisfied, with the estimate of likelihood trued up periodically by a cumulative catch-up adjustment recorded to expense at the time of the true up.

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

11. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

        We are subject to a variety of legal proceedings, claims, and litigation, including claims for benefits under insurance policies and claims by members, providers, customers, employees, regulators and other third parties. In some cases, plaintiffs seek punitive damages. While the outcome of these matters is currently not determinable, we do not currently expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

Government Regulations

        Laws and regulations governing Medicare, Medicaid and other state and federal healthcare and insurance programs are complex and subject to significant interpretation. As part of the recent healthcare reform legislation, CMS has been exercising increased oversight and regulatory authority over our Medicare businesses. Compliance with such laws and regulations is subject to CMS audit, other governmental review and investigation and significant and complex interpretation. As a high-risk sponsor, CMS continues to audit our Medicare Advantage plans with regularity to ensure we are in compliance with applicable rules and regulations. There can be no assurance that we will be found to be in compliance with all such laws and regulations in connection with these audits, reviews and investigations. Failure to be in compliance can subject us to significant regulatory action including significant fines, penalties, cancellation of contracts with governmental agencies or operating restrictions on our business, including, without limitation, suspension of our ability to market to and enroll new members in our Medicare plans, exclusion from Medicare and other state and federal healthcare programs and inability to expand into new markets.

12. BUSINESS SEGMENT INFORMATION

        As of March 31, 2012, our business segments are based on product and consist of

•

Senior Managed Care—Medicare Advantage, and



•

Traditional Insurance.

        Our remaining segment, Corporate & Other, includes the activities of our holding company, along with our remaining senior administrative services operations and the operations of APS Healthcare since its acquisition on March 2, 2012.

        We closed the Part D Transaction on April 29, 2011 (See Note 1—Organization and Company Background). The sale eliminated all of the business operations of our Medicare Part D segment and certain debt service expenses of our Corporate & Other segment. Their current and historical results are reported as discontinued operations (See Note 14—Discontinued Operations).

        We report intersegment revenues and expenses on a gross basis in each of the operating segments but eliminate them in the consolidated results. These intersegment revenues and expenses affect the amounts reported on the individual financial statement line items, but we eliminate them in consolidation and they do not change income before taxes. The most significant items eliminated are intersegment revenue and expense relating to commissions earned by agency subsidiaries in our Corporate & Other segment from insurance subsidiaries in our Traditional segment.

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

12. BUSINESS SEGMENT INFORMATION (Continued)

        Financial data by segment, with a reconciliation of segment revenues and segment income (loss) before income taxes to total revenue and income from continuing operations before income taxes in accordance with U.S. generally accepted accounting principles is as follows:

13. OTHER DISCLOSURES

        Income Taxes:    Our effective tax rate on income from continuing operations was 39.9% for the first quarter of 2012. State income taxes and permanent items, relating to non-deductible executive compensation, APS Healthcare transaction costs and non-deductible interest on the mandatorily redeemable preferred stock drove the effective rate in excess of the 35% federal rate. The effective tax rate for the first quarter of 2011 was more than 100% due to the relative impact of permanent items and revenue-based state taxes on our low pre-tax income level. The first quarter of 2011 also included non-recurring tax benefits of $0.5 million related to income tax refunds.

        Reinsurance:    We evaluate the financial condition of our reinsurers and monitor concentrations of credit risk to minimize our exposure to significant losses from reinsurer insolvencies. We are obligated to pay claims in the event that a reinsurer to whom we have ceded an insured claim fails to meet its obligations under the reinsurance agreement. We are also obligated to pay claims on the traditional business of Pennsylvania Life Insurance Company, the company that was sold to CVS Caremark as part of the Part D Transaction, in the event that any of the third party reinsurers to whom Pennsylvania Life has ceded an insured claim fails to meet their obligations under the reinsurance agreement. We are not aware of any instances where any of our reinsurers have been unable to pay any policy claims on any reinsured business.

        As of March 31, 2012, all of our primary reinsurers, as well as the primary first party reinsurers of Pennsylvania Life's traditional business, were rated "A-" (Excellent) or better by A.M. Best with the

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

13. OTHER DISCLOSURES (Continued)

exception of one reinsurer. For that reinsurer, which is not rated, a trust containing assets at 106% of reserves is maintained. The reserves amounted to approximately $156 million as of March 31, 2012.

        Restructuring Charges:    During 2011, we undertook several initiatives to realign our organization and consolidate certain functions to increase efficiency and responsiveness to customers and reduce costs, in order to meet the challenges and opportunities presented by the sale of our Part D business, our decision to discontinue selling new Traditional insurance products, closure of our career agency operations, current economic environment and anticipated effects of Medicare reform.

        We incurred total restructuring charges of $37.7 million during the year ended December 31, 2011, which were recorded as restructuring costs and intangible asset impairment in our consolidated statements of comprehensive income (loss). A summary of our restructuring liability balance as of March 31, 2012 follows:

        For further discussion of these restructuring initiatives, see Note 20 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2011.

        Earnings per Common Share Computation:    Prior to the Part D Transaction, we calculated earnings per common share using the two-class method. This method requires that we allocate net income between net income attributable to participating preferred stock and net income attributable to common stock, based on the dividend and earnings participation provisions of the preferred stock. Basic earnings per share excludes the dilutive effects of stock options outstanding during the periods and is equal to net income attributable to common stock divided by the weighted average number of common shares outstanding for the periods. The participating preferred stock was cancelled in connection with the Part D Transaction on April 29, 2011.

        For the quarter ended March 31, 2011 we allocated earnings between common and participating preferred stock as follows (in thousands):

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

14. DISCONTINUED OPERATIONS

        As discussed in Note 1—Organization and Company Background, we sold our Medicare Part D business to CVS Caremark on April 29, 2011.

        In accordance with ASC 360, effective with the closing of Part D Transaction on April 29, 2011, the results of operations and cash flows related to our Medicare Part D business and related corporate items are reported as discontinued operations for all periods presented. In addition, because the Part D Transaction is considered a "reverse spin-off" for accounting purposes, for financial statement presentation, there is no gain or loss on the separation of the disposed net assets and liabilities. Rather, the carrying amounts of the net assets and liabilities of our former Medicare Part D segment and related corporate accounts are removed at their historical cost with an offsetting reduction to stockholders' equity. As of April 29, 2011, we incurred a $440.5 million reduction in stockholders' equity from the separation, representing the net assets transferred to CVS Caremark upon the closing of the Part D Transaction.

        Summarized financial information for our discontinued operations, including expenses of the transaction for the periods ended March 31, is presented below:

        There were no assets or liabilities of discontinued operations as of March 31, 2012 or December 31, 2011.

        For additional details, see Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2011.

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ITEM 2—MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

        The following discussion and analysis presents a review of our financial condition as of March 31, 2012 and our results of operations for the three months ended March 31, 2012 and 2011. As used in this report, except as otherwise indicated, references to the "Company," "UAM," "we," "our," and "us" are to (i) Universal American Corp., a Delaware corporation (formerly known as Universal American Spin Corp., "New Universal American") and its subsidiaries following the closing of the Part D Transaction on April 29, 2011 and (ii) Universal American Corp, a New York corporation (now known as Caremark Ulysses Holding Corp., "Old Universal American") and its subsidiaries prior to the closing of the Part D Transaction on April 29, 2011.

        You should read the following analysis of our consolidated results of operations and financial condition in conjunction with the consolidated financial statements and related consolidated footnotes included elsewhere in this quarterly report on Form 10-Q as well as the Consolidated Financial Statements and related consolidated Footnotes and the Management's 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, 2011 filed on March 1, 2012. The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause our actual results to differ materially from management's expectations. Factors that could cause such differences include those set forth or incorporated by reference under Part II, Item 1A—Risk Factors.

Overview

        Through our health insurance, and managed care subsidiaries, we primarily serve the growing Medicare population by providing Medicare Advantage and Medicare supplement insurance products. In addition, with the acquisition of APS Healthcare, we now provide a variety of healthcare services, including case management and care coordination, clinical quality and utilization review and behavioral health services to Medicaid agencies and other third parties. Approximately 25% of the over 65 year old population in the United States is currently enrolled in Medicare Advantage plans. In addition, we believe there is an opportunity to address the high cost of healthcare for the remaining 75% of the Medicare population enrolled in traditional fee-for-service Medicare and have joined with primary-care provider groups to participate in the Medicare Shared Savings Program through Accountable Care Organizations ("ACO's"). In addition, all payers of healthcare costs, from the Federal and state governments to corporations and individuals, are incurring rising healthcare costs and we believe we can apply our capabilities and experience, and that of APS Healthcare, in controlling these costs while improving health outcomes.

Recent Developments

Accountable Care Organizations

        On April 10, 2012, the Centers for Medicare & Medicaid Services (CMS) announced that they had selected the first 27 accountable care organizations, or ACO's, across the country to participate in the Medicare Shared Savings Program (the "Shared Savings Program").

        The Shared Savings Program was created as part of the Affordable Care Act to better coordinate care for Medicare patients through ACOs and will reward ACO's that lower the rate of growth in healthcare costs for Medicare fee-for-service beneficiaries (i.e. those not enrolled in a Medicare Advantage plan) while meeting performance standards on quality of care and placing patient care first. ACO's are groups of doctors and other healthcare providers working together to provide high quality services and care for their patients. Provider participation in an ACO is purely voluntary and Medicare

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beneficiaries retain their current ability to seek treatment from any provider they wish. Beneficiaries with fee-for-service Medicare will still have the right to use any doctor or hospital who accepts Medicare, at any time.

        Universal American's new subsidiary, Collaborative Health Systems ("CHS"), partnered with nine groups of physicians to form ACOs under the Shared Savings Program. These nine ACOs were approved for participation in the Shared Savings Program by CMS and include approximately 1,200 participating physicians covering an estimated 110,000 to 120,000 Original Medicare beneficiaries in Southeast Texas, New York, North Carolina, Georgia, Wisconsin, and Mississippi. Collaborative Health Systems will provide with care coordination, analytics and reporting, technology and other administrative capabilities to enable participating physicians to deliver better care, improved health and lower healthcare costs for their Medicare fee-for-service patients.

APS Healthcare Acquisition

        On March 2, 2012, we completed our acquisition of APS Healthcare, Inc. ("APS Healthcare"), a leading provider of specialty healthcare solutions primarily to Medicaid Agencies. The transaction significantly enhances our capability to participate in emerging growth opportunities in healthcare, particularly in Medicaid and for enhanced management of "dual-eligibles" (people who qualify for both Medicare and Medicaid). APS Healthcare brings a full range of healthcare solutions, including case management and care coordination, clinical quality and utilization review as well as behavioral health services that enable its customers to reduce healthcare costs and improve the quality of care. APS Healthcare is headquartered in White Plains, New York. For further discussion of this transaction, see note 4, Business Combinations.

Sale of Medicare Part D Business

        On April 29, 2011, we completed the sale of our Medicare Part D Business to CVS Caremark. For further discussion, see note 1, Organization and Company Background and note 14, Discontinued Operations.

Healthcare Reform

        In March 2010, President Obama signed into law The Patient Protection and Affordable Care Act and The Health Care and Education Reconciliation Act of 2010 (which we collectively refer to as the "Affordable Care Act") which enacts significant changes to various aspects of the U.S. health insurance industry. There are many important provisions of the legislation that will require additional guidance and clarification in the form of regulations and interpretations in order to fully understand the impact of the legislation on our overall business, which we expect to occur over the next several years. Certain aspects of the Affordable Care Act are currently being challenged in the judicial system. In addition, Congress may withhold the funding necessary to implement the new reforms or attempt to replace the legislation with amended provisions or repeal it altogether.

        Certain significant provisions of the Affordable Care Act that will impact our business include, among others, reduced Medicare Advantage reimbursement rates, implementation of quality bonus for Star Ratings, stipulated minimum medical loss ratios, shortened annual enrollment period, non-deductible federal premium taxes assessed to health insurers, coding intensity adjustments with mandatory minimums and a limitation on the federal tax deductibility of compensation earned by individuals. Due to the complexity of the health reform legislation, including yet to be promulgated implementing regulations, lack of interpretive guidance and gradual implementation,, the impact of the health reform legislation is difficult to predict and not yet fully known. In addition, pending efforts in the United States Congress to repeal, amend or restrict funding for various aspects of the Affordable Care Act, the pending litigation challenging the constitutionality of the Affordable Care Act before the

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United States Supreme Court and the 2012 presidential election create additional uncertainty about the ultimate impact of the health reform legislation. In addition, financing for the reforms contained in the Affordable Care Act will come, in part, from additional taxes and fees on our business as well as reductions in payments to us, which could negatively impact our business and results of operations. The Health Care Reform Legislation is discussed more fully under Risk Factors set forth or incorporated by reference in Part II, Item 1A in this report.

Membership

        The following table presents our membership in our Medicare Advantage segment as of March 31, 2012 and 2011.

Results of Operations—Consolidated Overview

        The following table reflects income (loss) before taxes from each of our segments and contains reconciliations to reported net income:

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Three months ended March 31, 2012 and 2011

        Income from continuing operations for the three months ended March 31, 2012 was $20.8 million, or $0.25 per diluted share, compared to $1.3 million or $0.02 per diluted share for the three months ended March 31, 2011. Income from continuing operations for the quarter ended March 31, 2012 includes realized investment gains, net of taxes, of $4.5 million, or $0.05 per diluted share, generated primarily as investments at our Pyramid Life Insurance Company subsidiary were liquidated to raise $80.2 million of cash required to settle surplus note principal and interest paid to Universal American Corp. in March. Our effective tax rate on income from continuing operations was 39.9% for the first quarter of 2012. State income taxes and permanent items, relating to non-deductible executive compensation, APS Healthcare transaction costs and non-deductible interest on the manditorily redeemable preferred stock, drove the effective rate in excess of the 35% federal statutory rate. The effective tax rate for the first quarter of 2011 was more than 100% due to the relative impact of permanent items and revenue-based state taxes on our low pre-tax income level. The first quarter of 2011 also included non-recurring tax benefits of $0.5 million related to income tax refunds.

        Our Senior Managed Care—Medicare Advantage segment generated income before income taxes of $29.2 million for the three months ended March 31, 2012, an increase of $22.8 million compared to the three months ended March 31, 2011. The increase in earnings was driven by an improvement in the medical expense ratio from 84.9% in the first quarter 2011 to 81.1% in the first quarter 2012 and improved expense efficiency as a result of our expense reduction initiative. This was partially offset by a 25% decrease in the member months for the quarter compared to the first quarter 2011. The first quarter of 2012 included favorable prior period items of $12.6 million compared to unfavorable prior period items of $2.2 million in the first quarter of 2011. The first quarter of 2012 also included $4.1 million of start-up costs relating to the development of CHS and its affiliated ACO's.

        Our Traditional Insurance segment generated income before income taxes of $4.4 million for the three months ended March 31, 2012, an increase of $3.8 million compared to the three months ended March 31, 2011. The increase in earnings is driven primarily by the decrease in commissions, allowances and general expenses as well as improved profitability on our block of Medicare Supplement business.

        The loss before income taxes from our Corporate & Other segment decreased by $0.8 million for the first quarter of 2012 compared to the first quarter of 2011. This was due primarily to reductions in stock-based compensation and other operating expenses, net of debt service costs.

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Segment Results—Senior Managed Care—Medicare Advantage

        Our Senior Managed Care—Medicare Advantage segment includes the operations of our Medicare coordinated care HMO, PPO, network-based PFFS and non-network (Rural) PFFS Plans (collectively, the "Plans"), which provides coverage to Medicare beneficiaries in 36 states. Our HMOs offer coverage to Medicare beneficiaries primarily in Southeastern Texas, the area surrounding Dallas/Ft. Worth, 16 counties in Oklahoma and three counties in Indiana. The segment also includes start up costs for our new ACO's managed under our new subsidiary, Collaborative Health Systems.

Three months ended March 31, 2012 and 2011

        Our Senior Managed Care—Medicare Advantage segment generated income before income taxes of $29.2 million for the three months ended March 31, 2012, an increase of $22.8 million compared to the three months ended March 31, 2011. The increase in earnings was driven by an improvement in the medical expense ratio from 84.9% in the first quarter 2011 to 81.1% in the first quarter 2012 and improved expense efficiency as a result of our expense reduction initiative. This was partially offset by a 25% decrease in the member months for the quarter compared to the first quarter 2011. The first quarter of 2012 included favorable prior period items of $12.6 million compared to unfavorable prior period items of $2.2 million in the first quarter of 2011. The first quarter of 2012 also included $4.1 million of start-up costs relating to the development of CHS and its affiliated ACO's.

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        Membership.    Membership in our Medicare Advantage plans declined by 33,000 members from March 31, 2011 to March 31, 2012 principally as a result of lapsation and low new member enrollment during the 2012 Annual Coordinated Election Period.

        Net Premiums.    Net premiums for the Senior Managed Care—Medicare Advantage segment decreased by $91.2 million compared to the three months ended March 31, 2011, primarily due to the decline in membership that resulted in lower member months. Our ongoing chart review process resulted in a $11.4 million favorable premium adjustment related to 2011 risk scores recorded during the first quarter 2012 compared to a $3.1 million favorable adjustment of 2010 risk scores recorded during the first quarter 2011. In addition, there was $5.3 million of favorable prior year's premium adjustment in the first quarter 2012 related principally to a change in status by CMS for members who had previously been classified as Medicare Secondary Payer members.

        Medical expenses.    Medical expenses decreased by $93.3 million compared to the first quarter of 2011, as a result of the decrease in member months and an improvement in the medical expense ratio for retained members. The medical expense ratio improved to 81.1% for the first quarter of 2012 from 84.9% for the same period in 2011. During the first quarter of 2012, there were $4.0 million of net unfavorable items related to prior periods compared to $6.1 million of unfavorable development in the first quarter of 2011 in addition to the premium adjustments discussed above.

        Commissions and general expenses.    Commissions and general expenses for the three months ended March 31, 2012 decreased $22.2 million compared to the three months ended March 31, 2011, primarily as the result of the decreased level of membership and the execution of our expense reduction plan. This was partially offset by $4.1 million investment in the development of ACO's. Excluding the ACO development costs, the ratio of commissions and general expenses to net premiums decreased to 12.2% in the first quarter 2012 from 15.2% in the first quarter of 2011, primarily as a result of execution of our expense reduction plan and higher premiums per member.

Segment Results—Traditional Insurance

Three months ended March 31, 2012 and 2011

        Our Traditional Insurance segment generated income before income taxes of $4.4 million for the three months ended March 31, 2012; an increase of $3.8 million compared to the three months ended March 31, 2011. The increase in earnings is driven primarily by the decrease in commissions, allowances and general expenses as well as improved profitability on our block of Medicare Supplement business.

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        The following tables detail premium for the segment by major lines of business:

Premium

        Net Premiums.    Net premium declined by $4.5 million or 6.5% from the first quarter of 2011. This is primarily the result of the continued effect of lapsation on our Medicare supplement and specialty health in-force business, offset partially by an increase in our retained senior life block of business.

        In conjunction with the sale of our Part D business, the traditional business of Pennsylvania Life Insurance Company was reinsured by one of our subsidiaries in order to retain that business at New Universal American. Under the reinsurance agreement, the net premium of Pennsylvania Life is recorded as gross premium on New Universal American, resulting in a decrease in both direct and ceded premium in the quarter ended March 31, 2012 as compared to 2011.

        Policyholder benefits.    Policyholder benefits declined by $5.3 million, or 9.5%, compared to the first quarter of 2011. This decline was principally due to the overall decline of insurance in-force in the senior market and specialty health lines of business. For the three months ended March 31, 2012, the Medicare supplement policyholder benefit ratio decreased to 75.8%, compared with 78.7% for the same period last year, due to a lower average claim trend. Specialty health's benefit ratio decreased to 92.0%, compared with 94.8% for the same period last year, due to a higher frequency of closed long-term claims during the first quarter of 2012.

        Commissions and general expenses, net of allowances.    The following table details the components of commission and general expenses, net of allowances:

        Total commissions and general expenses, net of allowances, decreased by $2.8 million compared to the first quarter of 2011. As a result of our reinsurance agreement with Pennsylvania Life, amounts which were reported as direct commissions and other operating costs prior to the sale of the Part D business on April 29, 2011, are now reported as reinsurance commissions and allowances on business assumed from Pennsylvania Life. Direct commission expense decreased $4.3 million compared to the same period in the prior year. This decrease was partially offset by a corresponding change in reinsurance commissions and allowances due to the new reinsurance agreement noted above. The remaining decrease in commissions is due to the decline in the amount of business in force. Other operating costs decreased $4.4 million for the quarter ended March 31, 2012, compared to the first

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quarter of 2011. This decrease was partially offset by a corresponding change in reinsurance allowances, as discussed above, with the balance of the decline attributed to lower costs required to run a smaller book of business in force.

Segment Results—Corporate & Other

        The following table presents the primary components comprising the loss before taxes for the segment:

        Corporate & Other includes the results of APS Healthcare since it was acquired on March 2, 2012.

Three months ended March 31, 2012 and 2011

        The loss before income taxes from our Corporate & Other segment decreased by $0.8 million for the first quarter of 2012 compared to the first quarter of 2011. This was due primarily to reductions in stock-based compensation and other operating expenses, net of debt service costs.

        Debt service represents interest expense and the amortization of capitalized loan origination fees associated with the new credit facility entered into in connection with our acquisition of APS Healthcare and dividends on the Mandatorily Redeemable Preferred Stock, which was issued on April 29, 2011.

        Stock-based compensation expense declined $1.3 million primarily as a result of the Medicare Advantage and Traditional segments being charged for the stock-based compensation expense of their employees for the first time in the quarter ended March 31, 2012. This amounted to $1.0 million. In addition, the accelerated vesting triggered by the April 2011 Part D Transaction resulted in fewer unvested awards to be amortized after the close of the Part D Transaction.

        Other parent company expense, net of revenue was $1.0 million lower in 2012 compared to the same period in 2011 primarily due to insurance recoveries in the first quarter of 2012 related to litigation settled in prior years and reimbursement from CVS Caremark for certain services provided under a transition services agreement in connection with the Part D Transaction, partially offset by $3.4 million of costs incurred in connection with the acquisition of APS Healthcare.

Liquidity and Capital Resources

        Sources and Uses of Liquidity to the Parent Company, Universal American Corp.    We require cash at our parent company to support the growth of our insurance and HMO subsidiaries, fund potential growth through acquisitions of other companies or blocks of business, and pay the operating expenses necessary to function as a holding company, as applicable insurance department regulations require us to bear our own expenses.

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        The parent company's sources and uses of liquidity are derived primarily from the following:

•

surplus note payments and dividends from and capital contributions to our insurance and HMO subsidiaries;



•

the cash flows of our other subsidiaries, including APS Healthcare and our management service organization;



•

payment of dividends to shareholders and holders of our mandatorily redeemable preferred stock;



•

payment of debt principal, interest and fees required under our 2012 Credit Facility; and



•

payment of certain corporate overhead costs and public company expenses.

        As of March 31, 2012, we had $109.1 million of unregulated cash and in April 2012 we received a Federal income tax refund of $42.0 million, primarily related to the Part D Transaction.

        Insurance and HMO subsidiaries—Surplus Note, Dividends and Capital Contributions.    We require cash at our insurance and HMO subsidiaries to meet our policy-related obligations and to pay operating expenses, including the cost of administration of the policies, and to maintain adequate capital levels. Excess capital can be used by the insurance and HMO subsidiaries to make dividend payments to their respective holding companies, subject to certain restrictions, and from there to our parent company.

        Our insurance subsidiaries are required to maintain minimum amounts of statutory capital and surplus as required by regulatory authorities and each currently exceeds its respective minimum requirement at levels we believe are sufficient to support their current levels of operation. Our HMO subsidiaries are also required by regulatory authorities to maintain minimum amounts of capital and surplus and each currently is at or exceeds this minimum requirement.

        At March 31, 2012, we held cash and cash equivalents totaling $246 million and fixed maturity securities that could readily be converted to cash with carrying values of $1.1 billion at our insurance and HMO subsidiaries. We believe that this level of liquidity is sufficient to meet our obligations and pay expenses.

        In 2007, our wholly-owned subsidiary, The Pyramid Life Insurance Company issued $60.0 million of surplus notes payable to our parent company, bearing interest at an average fixed rate of 7.5%. On March 29, 2012, after receiving regulatory approval, the parent company received $80.2 million in cash from Pyramid, representing payment in full on the surplus notes, including $60 million of principal and $20.2 million of interest.

        Capital contributions to and dividends from our Insurance and HMO subsidiaries are made through their respective holding companies. We did not make any capital contributions to our insurance subsidiaries during the first three months of 2012. In the first quarter of 2012, our insurance companies did not declare or pay dividends. We made a capital contribution of $100,000 in March 2012 to our HMO subsidiary, SelectCare of Oklahoma, Inc. Our HMO subsidiaries have not declared or paid a dividend in the first quarter of 2012.

        APS Healthcare cash flows.    The primary sources of liquidity for APS Healthcare are fees from health plans, state agencies and related organizations for performing a range of healthcare services. The primary uses of liquidity are the payments for salaries and expenses associated with providing these services. We believe the sources of cash for APS Healthcare will exceed scheduled uses of cash and result in amounts available to dividend to our parent company.

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        Management service organization cash flows.    The primary sources of liquidity for these subsidiaries are fees collected from clients for performing administrative, marketing and management services. The primary uses of liquidity are the payments for salaries and expenses associated with providing these services. We believe the sources of cash for these subsidiaries will exceed scheduled uses of cash and result in amounts available to dividend to our parent company.

        Investments:    We invest primarily in fixed maturity securities of the U.S. Government and its agencies, U.S. state and local governments, mortgage-backed securities and corporate fixed maturity securities with investment grade ratings of BBB- or higher by S&P or Baa3 or higher by Moody's Investor Service. As of March 31, 2012, approximately 99% of our fixed maturity investments had investment grade ratings from S&P or Moody's.

        Cash equivalents represent approximately 20% of our portfolio at March 31, 2012 and 9% at December 31, 2011. In the aggregate, approximately 57% of our cash and invested assets at March 31, 2012 are held in securities backed by the U.S. government or its agencies, as compared with 34% at December 31, 2011. These increases were primarily driven by the early receipt of approximately $128 million of April CMS premium on March 30, 2012. The aggregate credit quality of our total investment portfolio was AA at March 31, 2012 and AA- at December 31, 2011.

        The net yields on our cash and invested assets decreased to 3.4% for the three months ended March 31, 2012, from 3.7% for the three months ended March 31, 2011. The overall decrease in yield is primarily due to a change in the mix of assets partially caused by the early receipt of the April CMS premium.

        For additional information on Liquidity and Capital Resources, please refer to our annual report on Form 10-K for the year ended December 31, 2011, filed by Universal American on March 1, 2012.

Critical Accounting Policies

        There have been no changes in our critical accounting policies during the current quarter other than the retrospective adoption of ASU 2010-26, Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts, as discussed in Note 3—Recently Issued and Pending Accounting Pronouncements. For a description of our significant accounting policies, see Note 3—Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2011.

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Policy and Contract Claims—Accident and Health Policies

        The following table presents the components of the change in our liability for policy and contract claims—health for the three months ended March 31, 2012:

        The liability for policy and contract claims—health decreased by $2.3 million at March 31, 2012 from December 31, 2011. The ending liability includes $6.7 million for newly acquired APS Healthcare. The decrease in the liability was primarily attributable to lower reserves for our Medicare Advantage business due to a decline in membership partially offset by higher amounts of pending claims.

        The medical cost amount, noted as "prior year development" in the table above, represents (favorable) or unfavorable adjustments as a result of prior year claim estimates being settled or currently expected to be settled, for amounts that are different than originally anticipated. This prior year development occurs due to differences between the actual medical utilization and other components of medical cost trends, and actual claim processing and payment patterns compared to the assumptions for claims trend and completion factors used to estimate our claim liabilities.

        During the three months ended March 31, 2012, claim reserves settled, or are currently expected to be settled, for $5.4 million less than estimated at December 31, 2011. Prior period development represents 0.3% of the incurred claims recorded in 2011.

Sensitivity Analysis

        The following table illustrates the sensitivity of our accident and health IBNR payable at March 31, 2012 to identified reasonably possible changes to the estimated weighted average completion factors and health care cost trend rates. However, it is possible that the actual completion factors and

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health care cost trend rates will develop differently from our historical patterns and therefore could be outside of the ranges illustrated below.

Effects of Recently Issued and Pending Accounting Pronouncements

        A summary of recent and pending accounting pronouncements is provided in Note 3—Recently Issued and Pending Accounting Pronouncements.

ITEM 3—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        In general, market risk to which we are subject relates to changes in interest rates that affect the market prices of our fixed income securities.

Investment Interest Rate Sensitivity

        Our profitability could be affected if we were required to liquidate fixed income securities during periods of rising and/or volatile interest rates. We attempt to mitigate our exposure to adverse interest rate movements through a combination of active portfolio management and by staggering the maturities of our fixed income investments to assure sufficient liquidity to meet our obligations and to address reinvestment risk considerations. Our investment policy is to balance our portfolio duration to achieve investment returns consistent with the preservation of capital and to meet payment obligations of policy benefits and claims.

        Some classes of mortgage-backed securities are subject to significant prepayment risk. In periods of declining interest rates, individuals may refinance higher rate mortgages to take advantage of the lower rates then available. We monitor and adjust our investment portfolio mix to mitigate this risk.

        We regularly conduct various analyses to gauge the financial impact of changes in interest rate on our financial condition. The ranges selected in these analyses reflect our assessment as being reasonably possible over the succeeding twelve-month period. The magnitude of changes modeled in the accompanying analyses should not be construed as a prediction of future economic events, but rather, be treated as a simple illustration of the potential impact of such events on our financial results.

        The sensitivity analysis of interest rate risk assumes an instantaneous shift in a parallel fashion across the yield curve, with scenarios of interest rates increasing and decreasing 100 and 200 basis

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points from their levels as of March 31, 2012, and with all other variables held constant. The following table summarizes the impact of the assumed changes in market interest rates. Due to the current low interest rate environment, when estimating the effect of market interest rate decreases on fair value we have set an interest rate floor of 0% and have not allowed interest rates to go negative.

ITEM 4—CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

        We maintain disclosure controls and procedures that are designed to ensure that we record, process, summarize and report the information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 within the time periods specified in the SEC's rules and forms, and that we accumulate this information and communicate it to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Inherent Limitations on Effectiveness of Controls

        Our disclosure controls and procedures and our internal controls over financial reporting may not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of a control system must reflect the fact that there are resource constraints, and we must consider the benefits of controls relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that we have detected all control issues and instances of fraud, if any, within Universal American. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. The individual acts of some persons or collusion of two or more people can also circumvent controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Evaluation of Effectiveness of Controls

        We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2012. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2012, at a reasonable assurance level, to timely alert management to material information required to be included in our periodic filings with the Securities and Exchange Commission.

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Changes in Internal Control over Financial Reporting

        There were no changes in our internal controls over financial reporting during the quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II

ITEM 1—LEGAL PROCEEDINGS

        For information relating to litigation affecting us, see Note 11—Commitments and Contingencies in Part I—Item 1 of this report, which is incorporated into this Part II—Item 1—Legal Proceedings by reference.

ITEM 1A—RISK FACTORS

        Except as set forth below, there have been no material changes to the risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the SEC on March 1, 2012, as modified by the changes to those risk factors included in other reports we filed with the SEC subsequent to March 1, 2012:

Risks Related to the APS Healthcare Business

A substantial portion of APS Healthcare's revenues are tied to short-term customer contracts which generally can be terminated without cause.

        APS Healthcare's contracts with clients generally provide for initial terms of one to three years. After the initial term, many of these contracts are terminable without cause by the client upon notice, typically between 60 and 120 days. The termination of, or our inability to renew or extend, contracts with our clients could lead to decreased revenues and profitability.

        In addition, certain of the customer contracts contain performance guarantees of various kinds, including operational performance guarantees, guarantees relating to the achievement of health goals as demonstrated by population based clinical measures and guarantees relating to the reduction of overall health costs experienced by the client. Further, certain of the contracts contain liquidated damages provisions for nonperformance that can be assessed in significant amounts. Our failure to meet these performance guarantees could lead to reduced revenue and profitability.

APS Healthcare's contracts with government agencies are obtained through a complicated bidding process, may be terminated at the convenience of the governmental agencies, may be modified with limited notice, are subject to the availability of government funding and require us to comply with governmental regulations and policies.

        We currently have contracts in the public sector with Medicaid programs in numerous states, which account for a significant portion of APS Healthcare's revenues. Contracts with governmental agencies are obtained primarily through a competitive bidding process which often is time consuming and complex and typically may be modified or terminated for the convenience of the government agency at any time. New or renewed contracts with governmental agencies are dependent upon the availability of government funding. We could fail to win contracts in the bidding process, or could lose contracts due to unilateral terminations by government agencies. Further, contracting with government agencies requires that we comply with various governmental regulations and policies; failure to comply could result in our being barred from obtaining future contracts with the applicable agency and substantial fines.

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        In addition, APS Healthcare's contract with the Puerto Rico Health Insurance Administration accounts for a significant portion of APS Healthcare's total revenues. The loss of this contract could significantly harm the business of APS Healthcare.

Compliance with the terms and conditions of the Innovative Resource Group, LLC ("IRG") Corporate Integrity Agreement requires significant resources and, if IRG fails to comply, we could be subject to penalties or excluded from participation in government healthcare programs, which could have a material adverse effect on our financial condition and results of operations.

        In February 2011, in connection with the settlement of a False Claims Act action involving disease management services that one of the APS Healthcare subsidiaries, Innovative Resource Group, LLC ("IRG"), provided to the Medicaid program in Georgia, IRG entered into a five-year Corporate Integrity Agreement with the Office of Inspector General of the United States Department of Health and Human Services ("HHS-OIG"). The Corporate Integrity Agreement provides that IRG will, among other things, maintain a compliance program, including a corporate compliance officer for IRG, an IRG corporate compliance committee, a quarterly meeting of the IRG Board of Directors to review the compliance program, a code of conduct, comprehensive compliance policies, training and monitoring, a compliance hotline, and a disciplinary process for compliance violations. The Corporate Integrity Agreement also requires IRG to engage an independent third party to review compliance with its obligations under the Corporate Integrity Agreement and submit various reports to HHS-OIG. Failure by IRG to comply with its Corporate Integrity Agreement obligations could have material consequences for us, including monetary penalties, exclusion from participation in Federal healthcare programs and/or subject us to prosecution, which could have a material adverse effect on our financial condition and results of operations.

        In addition, the following bullet is added to the beginning of the risk factor "A continued reduction in the number of members in our Medicare Advantage plans could adversely affect our results of operations" appearing in our Form 10-K for the year ended December 31, 2011:

•

proposals by State health commissions, including the Texas Health and Human Services Commission, to assign Medicare dual-eligibles to Medicaid managed care organizations;

ITEM 2—UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

        In connection with the closing of the APS Healthcare Transaction, the Company issued 6,504,461 shares (the "Shares") to Partners Healthcare Solutions Holdings, L.P ("APSLP"). The Shares issued to APSLP were offered and sold in reliance upon the exemption from registration provided by Section 4(2) under the Securities Act of 1933, as amended. The offer and sale of the Shares to APSLP was a privately negotiated transaction with APSLP, which did not involve a general solicitation.

ITEM 3—DEFAULTS UPON SENIOR SECURITIES

        None.

ITEM 4—MINE SAFETY DISCLOSURES

        None.

ITEM 5—OTHER INFORMATION

        None.

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ITEM 6—EXHIBITS

        Each exhibit identified below is filed as a part of this report.

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SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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