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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-Q

(Mark One)ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2011ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from                        toCommission file Number: 001-35149




UNIVERSAL AMERICAN CORP.(formerly known as Universal American Spin Corp.)(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

27-4683816(I.R.S. Employer
Identification No.)


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

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

Not Applicable(Former name, former address and former fiscal year, if changed since last report)



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes o    No ý

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 o    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):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer ý (Do not check if a smaller
reporting company)

Smaller reporting company o


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.

Class of Common Stock

Outstanding at
May 5, 2011Non-voting, par value $0.01 per share

3,300,000 sharesVoting, par value $0.01 per share

78,237,833 shares




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TABLE OF CONTENTS



Item

Description

PagePART I

Financial Information1

Financial Statements:Condensed Balance Sheets (unaudited)


3Notes to Condensed Financial Statements (unaudited)


42

Management's Discussion and Analysis of Financial Condition and Results of Operations


63

Quantitative and Qualitative Disclosures About Market Risk


64

Controls and Procedures


6PART II

Other Information1

Legal Proceedings


81A

Risk Factors


82

Unregistered Sales of Equity Securities and Use of Proceeds


83

Defaults Upon Senior Securities


84

(Removed & Reserved)


85

Other Information


86

Exhibits


8Signatures


9


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Table of Contents

As used in this quarterly report on Form 10-Q, "New Universal American," "we," "our," and "us" refer to Universal American Corp.
(formerly known as Universal American Spin Corp.), except where the context otherwise requires or as otherwise indicated.

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 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 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 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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Table of Contents

PART I

ITEM 1FINANCIAL STATEMENTS (Unaudited)



UNIVERSAL AMERICAN CORP.
(formerly known as Universal American Spin Corp.)

CONDENSED BALANCE SHEETS

March 31,
2011

December 31,
2010STOCKHOLDER'S EQUITYPreferred stock (Authorized: 40 million shares)

$


$
Common stockVoting (Authorized: 400 million shares, issued and outstanding 100 shares)


1


1Common stockNon-Voting (Authorized: 60 million shares)





Additional paid-in capital


99


99Receivable from affiliates


(100
)

(100
)Total stockholder's equity





Total liabilities and stockholder's equity

$


$



See
Notes to unaudited Condensed Financial Statements.

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UNIVERSAL AMERICAN CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1. ORGANIZATION AND COMPANY BACKGROUND

As used in this report, "New Universal American," "we" "our," and "us" refer to Universal American
Corp. (formerly known as Universal American Spin Corp.) and its subsidiaries, except where the context otherwise requires or as otherwise indicated.

New Universal
American, a Delaware corporation, was formed on December 22, 2010 as a wholly-owned subsidiary of Universal American Corp., a New York corporation,
subsequently renamed Caremark Ulysses Holding Corp. ("Old Universal American"). On December 30, 2010, Old Universal American entered into (i) an Agreement and Plan of Merger
(the "Merger Agreement") with CVS Caremark Corporation ("CVS Caremark") and Ulysses Merger Sub, L.L.C., an indirect wholly-owned subsidiary of CVS Caremark ("Merger Sub"), to provide for
the purchase of Old Universal American's Medicare Part D Business by CVS Caremark 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 (the "Separation Agreement") with New Universal American, to provide for
the separation of Old Universal American's Medicare Part D Business from its remaining businesses, which include the Medicare Advantage and Traditional Insurance businesses. We refer to the
sale of the Medicare Part D Business to CVS Caremark and related transactions as the "Part D Transaction."

At
March 31, 2011 and prior to the closing of the Part D Transaction, New Universal American conducted no business activities. Subsequent to the closing of the
Part D Transaction, New Universal American owns and operates Medicare Advantage and Traditional Insurance businesses and offers a broad array of health insurance and managed care
products and services, primarily to the growing Medicare population.

On
April 29, 2011, the parties consummated the Part D Transaction and shareholders of Old Universal American received $14 in cash and one share of New Universal
American common stock for each share owned. At the closing of the Part D Transaction, Old Universal American (i) separated all of its businesses other than its Medicare Part D
Business and transferred those businesses to New Universal American, (ii) became a wholly-owned subsidiary of CVS Caremark, (iii) changed its name to Caremark Ulysses Holding
Corp. (iv) de-registered its shares under the Securities Exchange Act of 1934 and (v) de-listed its shares on the New York Stock Exchange.

In
addition, at the closing of the Part D Transaction, New Universal American changed its name to Universal American Corp. and its shares began trading on the
New York Stock Exchange under the ticker symbol "UAM" on May 2, 2011. New Universal American now owns the businesses and assets that previously comprised Old Universal American's
Senior Managed Care-Medicare Advantage, Traditional Insurance and Corporate & Other segments.

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

For
further information regarding Old Universal American, please see the Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 filed by Old
Universal American on April 28, 2011 as well as the Annual Report on Form 10-K for the year ended December 31, 2010 filed on March 1, 2011. For further
information regarding New Universal American, please see Amendment No. 1 to the

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UNIVERSAL AMERICAN CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

1. ORGANIZATION AND COMPANY BACKGROUND (Continued)

Registration
Statement on Form S-4 (File No. 333-172691) of New Universal American filed on March 31, 2011.

2. SUBSEQUENT EVENTS

On April 29, 2011, the Part D Transaction was consummated and New Universal American was separated from its former parent, Old Universal American. See Note 1
for further information regarding the Part D Transaction.

Also,
on April 29, 2011, New Universal American entered into a Tax Matters Agreement with Old Universal American under which, among other things, New Universal
American will indemnify Old Universal American and its affiliates, and Old Universal American will be required to indemnify New Universal American and its affiliates, (1) for certain
taxes allocated to them under the Tax Matters Agreement, (2) for taxes imposed under certain joint and several liability provisions of applicable law, and (3) for losses resulting from
any failure to make a payment under the Tax Matters Agreement when due. The Tax Matters Agreement was entered into pursuant to the Merger Agreement and the Separation Agreement.

On
April 26, 2011, Old Universal American and UAC Holding, Inc., a wholly-owned subsidiary of Old Universal American (together with Old Universal American, collectively,
the "Sellers") entered into a Stock Purchase Agreement (the "Purchase Agreement") to sell 1,600,000 shares of Series A Mandatorily Redeemable Preferred Stock to be issued by
New Universal American, par value $0.01 per share, with a
liquidation preference of $25.00 per share (the "Series A Preferred Stock"), for an aggregate purchase price of $40 million. The sale of the Series A Preferred Stock was
completed through a private placement to the purchasers who are accredited investors and pursuant to the exemptions from the registration requirements of the Securities Act of 1933, as amended. On
April 29, 2011, the Sellers assigned their rights, title and interests under the Purchase Agreement to New Universal American and New Universal American assumed the obligations
and liabilities of the Sellers relating to the sale of Series A Preferred Stock. The Series A Preferred Stock will pay cash dividends at the rate of 8.5% per annum and will be
mandatorily redeemable on the six year anniversary of the issue date. The proceeds from the sale of the Series A Preferred Stock were used by the Sellers to pay a portion of the existing
indebtedness and transaction expenses of Old Universal American at the closing of the Part D Transaction. New Universal American did not receive any proceeds from the sale of the
Series A Preferred Stock. Certain officers and directors of New Universal American collectively purchased an aggregate of $10 million of the Series A Preferred Stock
pursuant to the Purchase Agreement.

In
connection with the consummation of the Part D Transaction, the same fourteen directors that were previously members of the board of directors of Old Universal American were
appointed to serve as members of the board of directors of New Universal American, namely: Barry W. Averill, Richard A. Barasch, Sally W. Crawford, Matthew W. Etheridge, Mark K. Gormley, Mark
M. Harmeling, Linda H. Lamel, Patrick J. McLaughlin, Richard C. Perry, Thomas A. Scully, Robert A. Spass, Sean M. Traynor, Christopher E. Wolfe and Robert F. Wright.

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

Universal American Corp. (formerly known as Universal American Spin Corp.), was formed on December 22, 2010 in connection with
the Part D Transaction described above in Item 1, Note 1. At March 31, 2011 and prior to the closing of the Part D Transaction on April 29, 2011,
New Universal American conducted no business activities.

ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

ITEM 4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.



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.



New Universal American's parent, Old Universal American, carried out an evaluation under the supervision and with the
participation of its management, including its Chief Executive Officer and Chief Financial Officer (who are now 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, 2011. 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, 2011, 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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There were no changes in our internal controls over financial reporting during the quarter ended March 31, 2011 that have
materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II

ITEM 1LEGAL PROCEEDINGS

None.

ITEM 1ARISK FACTORS

Information concerning certain risks and uncertainties appears under the heading "Risk Factors" in Amendment No. 1 to the
Registration Statement on Form S-4 (File No. 333-172691) of New Universal American filed on March 31, 2011, which is attached hereto as
Exhibit 99.1, and incorporated by reference herein. You should carefully consider these risks and uncertainties, which could materially affect our business, financial position and results
of operations.

There
have been no material changes in our risk factors from those set forth in such SEC reports.

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

None.

Recent Sales of Unregistered Securities

None.

ITEM 3DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4(REMOVED & RESERVED)

ITEM 5OTHER INFORMATION

None.

ITEM 6EXHIBITS

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

Exhibit
No.

Description31.1

Certification of Chief Executive Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934.31.2

Certification of Chief Financial Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934.32.1

Certification of the Chief Executive Officer and Chief Financial Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.1

The risk factors of New Universal American (from pages 24 through 59 of New Universal American's Amendment No. 1 to the Registration Statement on Form S-4 (File
No. 333-172691) filed on March 31, 2011).


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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.

UNIVERSAL AMERICAN CORP.(formerly known as Universal American
Spin Corp.)May 10, 2011

/s/ RICHARD A. BARASCHRichard A. Barasch Chief Executive OfficerMay 10, 2011

/s/ ROBERT A. WAEGELEINRobert A. Waegelein Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer)


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