Exhibit 99.1  Part D
Management Services, LLC  Financial
Statements  As of December 31,
2008 and 2007 and for the Years Ended December 31, 2008, 2007, and 2006  Contents  Report of Independent Auditors
  2Audited Financial StatementsBalance Sheets
  3Statements of Operations
  4Statements of Changes in Members Equity
  5Statements of Cash Flows
  6Notes to Financial Statements
  7  1


Report
of Independent Auditors  The
Board of Managers of Part D
Management Services, LLC  We have audited the
accompanying balance sheets of Part D Management Services, LLC (the
Company) as of December 31, 2008 and 2007, and the related statements of
operations, changes in members equity, and cash flows for each of the three
years in the period ended December 31, 2008. These financial statements
are the responsibility of the Companys management. Our responsibility is to
express an opinion on these financial statements based on our audits.  We conducted our audits in
accordance with auditing standards generally accepted in the
United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. We were not engaged to perform an audit of the
Companys internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Companys
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.  In our opinion, the financial
statements referred to above present fairly, in all material respects, the
financial position of Part D Management Services, LLC at December 31,
2008 and 2007, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 2008, in conformity with
U.S. generally accepted accounting principles.  The accompanying financial
statements have been prepared assuming that Part D Management Services,
LLC will continue as a going concern. As more fully described in Note 1 to the
financial statements, the strategic alliance between the members of the Company
was terminated effective December 31, 2008. These conditions raise
substantial doubt about the Companys ability to continue as a going concern.  /s/ Ernst & Young LLP  Certified
Public Accountants Orlando,
Florida March 9,
2009  2


Part D Management Services, LLC  Balance Sheets  December 312008
  
  2007(In Thousands)AssetsCash and cash
  equivalents
  
  $
  580
  
  $
  701Accounts
  receivable (due from affiliates)(Note 4)
  
  14,436
  
  5,925Accounts
  receivable (due from others)(Note 4)
  
  
  
  25Prepaid expenses
  
  
  
  Current assets
  
  15,016
  
  6,651Fixed assets
  (net of accumulated depreciation of $365 in 2008 and $244 in 2007)
  
  
  
  121Total
  assets
  
  $
  15,016
  
  $
  6,772Liabilities
  and members equityLiabilities:Accrued
  liabilities (due to affiliates)(Note 5)
  
  $
  877
  
  $
  892Accrued
  liabilities (due to others)(Note 5)
  
  271
  
  2,638Current
  liabilities
  
  1,148
  
  3,530Members equity:Equity, American
  Exchange
  
  6,934
  
  1,621Equity, CVS
  Caremark
  
  6,934
  
  1,621Total
  members equity
  
  13,868
  
  3,242Total
  liabilities and members equity
  
  $
  15,016
  
  $
  6,772  See accompanying notes.  3


Part D Management Services, LLC  Statements of Operations  Years Ended December 31,2008
  
  2007
  
  2006(In Thousands)Revenues:Per member per
  month revenue(Note 2)
  
  $
  12,684
  
  $
  11,421
  
  $
  9,514Risk management
  revenue(Note 2)
  
  136,568
  
  108,948
  
  75,099Rebate revenue(Note 2)
  
  
  
  503
  
  17,307Interest income
  
  96
  
  395
  
  408Total revenues
  
  149,348
  
  121,267
  
  102,328Expenses:Salaries and
  benefits
  
  1,019
  
  1,881
  
  1,490Printing and
  postage
  
  1,296
  
  2,689
  
  5,042Call center and
  telephone
  
  332
  
  1,267
  
  1,849Advertising,
  selling and promotional
  
  420
  
  1,249
  
  669Other expenses
  
  655
  
  853
  
  904Total expenses
  
  3,722
  
  7,939
  
  9,954Net income
  
  $
  145,626
  
  $
  113,328
  
  $
  92,374  See accompanying notes.  4


Part D Management Services, LLC  Statements of Changes in Members Equity  Equity, American
  Exchange
  
  Equity, CVS
  Caremark
  
  Total(In Thousands)Balance at
  December 31, 2005
  
  $
  (980
  )
  $
  (980
  )
  $
  (1,960
  )Net income
  
  46,187
  
  46,187
  
  92,374Contributions
  
  1,250
  
  1,250
  
  2,500Distributions
  
  (40,500
  )
  (40,500
  )
  (81,000
  )Balance at
  December 31, 2006
  
  $
  5,957
  
  $
  5,957
  
  $
  11,914Net income
  
  56,664
  
  56,664
  
  113,328Distributions
  
  (61,000
  )
  (61,000
  )
  (122,000
  )Balance at
  December 31, 2007
  
  $
  1,621
  
  $
  1,621
  
  $
  3,242Net income
  
  72,813
  
  72,813
  
  145,626Distributions
  
  (67,500
  )
  (67,500
  )
  (135,000
  )Balance at
  December 31, 2008
  
  $
  6,934
  
  $
  6,934
  
  $
  13,868  See accompanying notes.  5


Part D Management Services, LLC  Statements of Cash Flows  Years Ended December 31,2008
  
  2007
  
  2006(In Thousands)Operating
  activitiesNet income
  
  $
  145,626
  
  $
  113,328
  
  $
  92,374Adjustments to
  reconcile net income to net cash provided by operating activities:Depreciation
  expense Changes in operating assets and liabilities:
  
  121
  
  123
  
  121Prepaid expenses
  
  
  
  86
  
  1,143Accounts
  receivable
  
  (8,486
  )
  3,955
  
  (9,146
  )Accrued expenses
  
  (2,382
  )
  (2,028
  )
  1,114Net cash
  provided by operating activities
  
  134,879
  
  115,464
  
  85,606Financing
  activitiesCash proceeds
  from capital contributions
  
  
  
  
  
  2,500Distributions to
  members
  
  (135,000
  )
  (122,000
  )
  (81,000Net cash used in
  financing activities
  
  (135,000
  )
  (122,000
  )
  (78,500
  )Net (decrease)
  increase in cash and cash equivalents
  
  (121
  )
  (6,536
  )
  7,106Cash and cash
  equivalents, beginning of period
  
  701
  
  7,237
  
  131Cash and cash
  equivalents, end of period
  
  $
  580
  
  $
  701
  
  $
  7,237  See accompanying notes.  6


Part D Management Services, LLC  Notes to Financial Statements  December 31, 2008 and 2007  1. Organization and Nature of Operations  Part D Management
Services, LLC (PDMS) is a Delaware limited liability company formed pursuant to
an operating agreement (the Operating Agreement) between Universal American
Corp. (UAC), a specialty health and life insurance holding company incorporated
in the State of New York, and Caremark Rx LLC (formerly PharmaCare Management
Services, Inc.), a wholly owned subsidiary of CVS Caremark Corp.
(Caremark). UAC and Caremark (the Members) entered into the Operating Agreement
pursuant to the March 21, 2005 execution of a Master Strategic Alliance
Agreement (the Alliance Agreement) between Caremark and CHCS Services, Inc.
(CHCS), a wholly owned subsidiary of Universal American Corp., which was
subsequently amended and restated on July 22, 2005. The strategic alliance
covered the Prescription Pathways Medicare Part D prescription drug plan
(the PDP) offered by UAC in conjunction with Caremark. Per the Alliance
Agreement, PDMS was formed to manage and oversee the strategic alliance between
Caremark, CHCS, and certain subsidiaries of UAC. The participating UAC
subsidiaries include American Progressive Life & Health Insurance
Company of New York, Pennsylvania Life Insurance Company, and Marquette
National Life Insurance Company (collectively, the UAC Insurance Companies).
PDMS began operations on May 25, 2005.  Caremark and UAC, through its
wholly owned subsidiary, American Exchange Life Insurance Company (American
Exchange), have a 50% membership interest in PDMS. Each year, PDMS is required
to distribute to each member the excess cash received during the year over its
operating capital in proportion to the members membership interest in PDMS.
The timing and amount of all other distributions are at the discretion of the
Board of Managers. The Board of Managers consists of one manager appointed by
UAC and one manager appointed by Caremark. The Members are not liable for the
expenses, liabilities, or obligations of PDMS beyond the amount contributed to
the capital of PDMS, except as provided for by the Delaware Limited Liability
Company Act.  The UAC Insurance Companies
and Caremark entered into the Alliance Agreement to develop, implement, and
operate Medicare prescription drug plans that offer private outpatient
prescription drug benefit plans (Part D plans) to eligible Medicare
beneficiaries under Part D of the Medicare program. The UAC Insurance
Companies act as sponsors of Part D plans. Caremark operates as a
third-party pharmacy benefits manager for the Part D plans. The UAC
Insurance Companies pharmacy benefits costs are based on rates as contracted
with Caremark. PDMS principally performs management, marketing, and risk
management services on behalf of the UAC Insurance Companies and Caremark, for
which it receives fees and other remuneration (see Note 2).  7


Part D Management Services, LLC  Notes to Financial Statements (Continued)  December 31, 2008 and 2007  1. Organization and Nature of Operations (continued)  The Alliance Agreement was
effective through December 31, 2007 and automatically renewed, on an
annual basis, for successive Medicare Part D coverage years beginning on January 1,
2008, unless either UAC or Caremark delivered to the other party a notice of
offer to purchase all of such other partys equity interest or dissolution was
negotiated. On February 13, 2008, UAC and Caremark announced that the
strategic alliance would end as of December 31, 2008, subject to
regulatory approval. On July 31, 2008, PDMS received approval from the
Centers for Medicare and Medicaid Services (CMS) of the Novation Agreement for
Change of Ownership of a Medicare Prescription Drug Plan (PDP) Line of
Business. As such, effective January 1, 2009, PDMS will no longer manage
the strategic alliance and will not earn revenue or incur expenses related to
the 2009 PDP year. PDMS will continue to operate in 2009 solely to service the
run-off activity related to pharmacy claims, rebates, and revenue related to
prior PDP years. As there has been no change in the nature of operations during
the year ended December 31, 2008, the accompanying financial statements
have been prepared on a going concern basis. Upon dissolution of PDMS in 2009,
following the run-out of prior year PDP claims, the economic interest of PDMS
would be split equally between UAC and Caremark to match the 50% voting and
ownership rights held by each entity.  Additionally, as a result of
the termination, PDMS did not perform open enrollment marketing activities for
the 2009 PDP year. These activities occur, and the associated expenses are
incurred, in the fourth quarter of the preceding year. Because the open
enrollment marketing activities for the 2009 PDP year were handled directly by
UAC and Caremark, PDMS did not incur or record those expenses during the year
ended December 31, 2008.  2. Summary of Significant Accounting Policies  Use of Estimates  The preparation of financial
statements in conformity with U.S. generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.  8


Part D Management Services, LLC  Notes to Financial Statements (Continued)  December 31, 2008 and 2007  2.
Summary of Significant Accounting Policies (continued)  Revenue Recognition  Revenues are primarily
comprised of per member per month revenue, risk management revenue, and rebate
revenue.  PDMS is remunerated at an
agreed upon rate for the management and marketing services it provides. PDMS
earns this rate for each month of enrollment of the UAC Insurance Companies Part D
plan enrolled members. The per member per month revenue is recognized in the
period the management and marketing services have been performed.  Per the Alliance Agreement,
PDMS assumes risk related to the difference between the actual amounts paid to
pharmacies for drugs dispensed to the UAC Insurance Companies Part D
enrollees and the contracted reimbursement rates established in pharmacy
benefit management agreements between the UAC Insurance Companies and Caremark.
These amounts are recorded as risk management revenue in the statements of
operations in the period that the pharmacy benefit costs are incurred.  In accordance with the
Alliance Agreement, during the year ended December 31, 2006, PDMS received
a portion of rebates paid to Caremark by pharmaceutical manufacturers in
connection with an agreement with the pharmaceutical manufacturers for formulary
placement specifically related to the Medicare Part D plans sponsored by
the UAC Insurance Companies. For the Part D plan year ended December 31,
2007 and all subsequent years, CMS issued clarifying guidance which required
that all rebate amounts related to pharmaceutical drug benefits be recorded by
the appropriate plan sponsors and included in a risk corridor adjustment, which
permits CMS and the plan sponsors to share the risk associated with the
ultimate costs of the Part D benefit. During the year ended December 31,
2007, PDMS recorded $503,000 in rebate revenue related to the final settlement
of pharmacy benefit costs incurred in the 2006 Part D plan year. Effective
January 1, 2007, PDMS did not earn or record rebate revenue related to the
2007 and 2008 plan years as all amounts were earned and recorded by the plan
sponsors in accordance with CMS guidance.  Marketing Costs  Marketing costs are expensed
when the related marketing activities take place.  Cash and Cash Equivalents  Cash and cash equivalents
consist of cash and temporary investments with maturities of three months or
less when purchased.  9


Part D Management Services, LLC  Notes to Financial Statements (Continued)  December 31, 2008 and 2007  2. Summary of Significant Accounting Policies
(continued)  Accounts Receivable  Accounts receivable are
stated at estimated net collectible amounts.  Fair Value of Financial Instruments  The fair value of financial
instruments such as cash and cash equivalents, receivables, and payables
approximate their carrying value due to the short-term nature of these
instruments.  Fixed Assets  Fixed assets are carried at
cost, less accumulated depreciation, and consist of computer hardware and
software. Depreciation expense is computed using the straight-line method over
the estimated useful lives, typically three years, of the underlying assets.  Maintenance and repairs costs
are charged to expense in the year incurred.  Employee Benefits  All of the costs for salaries,
payroll taxes, general liability insurance, workers compensation insurance,
health insurance, 401(k) plans, etc. are initially paid by Caremark or UAC
to (or for) PDMS employees. Caremark and UAC then bill PDMS for any salary or
benefit costs incurred on behalf of PDMS. Salary costs are billed to PDMS as
actual costs incurred and benefit costs are billed as an allocation.  Income Taxes  PDMS is not a taxable entity
for federal income tax purposes. As such, it does not directly pay federal
income taxes. PDMSs taxable income or loss is passed through to Caremark and
UAC for federal income tax reporting.  3. Related-Party Transactions  As described in Notes 1 and
2, PDMS has entered into agreements with related parties to provide management,
marketing, and risk management services. PDMS obtains the majority of its
revenue through these agreements and services. See the statements of operations
for specific amounts of revenue obtained from related parties. Amounts due to
(from) related parties as of December 31, 2008 and 2007 are disclosed in
Notes 4 and 5.  10


Part D Management Services, LLC  Notes to Financial Statements (Continued)  December 31, 2008 and 2007  4. Accounts Receivable  Accounts
receivable, consisting primarily of amounts due from related parties, are as
follows:  December 31Due From
  
  Description
  
  2008
  
  2007(In Thousands)Caremark
  
  Risk management services
  
  $
  14,392
  
  $
  5,350UAC subsidiaries
  
  Agent debit balances and other
  
  44
  
  575Other
  
  Other
  
  
  
  25$
  14,436
  
  $
  5,950  5. Accrued Liabilities  Accrued
liabilities, including amounts due to related parties, are as follows:  December 31Due To
  
  Description
  
  2008
  
  2007(In Thousands)Various
  unrelated parties
  
  Marketing costs
  
  $
  271
  
  $
  2,638Caremark and UAC
  subsidiaries
  
  Allocated salaries, benefits, and other
  
  877
  
  892$
  1,148
  
  $
  3,530  11