UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ______________
COMMISSION FILE #0-11321
A. Full title of Plan and the address of the Plan, if different from
that of the issuer named below:
UNIVERSAL AMERICAN FINANCIAL CORP. 401(k) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
UNIVERSAL AMERICAN FINANCIAL CORP.
SIX INTERNATIONAL DRIVE, SUITE 190, RYE BROOK, NEW YORK 10573
UNIVERSAL AMERICAN FINANCIAL CORP. 401(k) SAVINGS PLAN
FORM 11-K
TABLE OF CONTENTS
Page No(s).
-----------
Report of Independent Registered Public Accounting Firm F-1
Statements of Net Assets Available for Benefits as of December 31, 2003 and 2002 F-2
Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 2003 F-3
Notes to Financial Statements F-4
Supplemental Schedule:
Form 5500 Schedule H, Part IV, Line 4i - Schedule of Assets (Held at Year End)
as of December 31, 2003 F-10
Signature F-12
EXHIBITS
Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm F-13
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees of
Universal American Financial Corp. 401(k) Savings Plan
Rye Brook, New York
We have audited the accompanying statements of net assets available for benefits
of Universal American Financial Corp. 401(k) Savings Plan (the "Plan") as of
December 31, 2003 and 2002, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2003. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (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. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as 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 net assets available for benefits of the Plan as of
December 31, 2003 and 2002 and the changes in net assets available for benefits
for the year ended December 31, 2003 in conformity with U. S. generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at year end) as of December 31, 2003, is presented for the purpose of
additional analysis and is not a required part of the financial statements, but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audit of the financial statements and, in our opinion,
is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
New York, New York
June 11, 2004
F-1
UNIVERSAL AMERICAN FINANCIAL CORP. 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003 AND 2002
2003 2002
----------- -----------
ASSETS
Investments at fair value:
Registered investment companies $ 7,780,475 $ 228,619
Employer securities - company stock 5,420,882 2,625,669
Participants' loans 317,365 262,135
Unsettled trades - 4,519,498
----------- -----------
Total investments 13,518,722 7,635,921
----------- -----------
Receivables:
Employer's contributions - 11,307
Participants' contributions - 38,719
----------- -----------
Total receivables - 50,026
----------- -----------
Cash and equivalents 57,142 906,985
----------- -----------
Total assets 13,575,864 8,592,932
----------- -----------
LIABILITIES
Due to participants - 17,011
----------- -----------
Net assets available for benefits $13,575,864 $ 8,575,921
=========== ===========
See accompanying notes to financial statements.
F-2
UNIVERSAL AMERICAN FINANCIAL CORP. 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2003
2003
------------
Investment income:
Net appreciation in fair value of investments:
Registered investment companies $ 1,196,183
Employer securities - company stock 2,303,984
------------
Subtotal 3,500,167
Other investment income 240
Interest income on participant loans 18,842
------------
Total investment income (loss) 3,519,249
------------
Contributions:
Employer's contributions 390,210
Employees' contributions 1,572,969
------------
Total contributions 1,963,179
------------
Total increases 5,482,428
Benefits paid to participants (465,906)
Administrative expenses (16,579)
------------
Net increase in assets available for benefits 4,999,943
Net assets available for benefits:
January 1, 2003 8,575,921
------------
December 31, 2003 $ 13,575,864
============
See accompanying notes to financial statements.
F-3
UNIVERSAL AMERICAN FINANCIAL CORP. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF PLAN
Effective April 1, 1992, Universal American Financial Corp. (hereafter called
the "Company") adopted the Universal American Financial Corp. 401(k) Savings
Plan (hereafter called the "Plan"), which is a voluntary defined contribution
plan under which employees may elect to defer income from taxation under Section
401(k) of the IRS Code of 1986. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). Effective January 1,
2002, the Plan was amended to bring it into compliance with various changes
resulting from the Uniformed Services Employment and Reemployment Rights Act
("USERRA"), the Small Business Job Protection Act of 1996 ("SBJPA"), the
Taxpayer relief Act of 1997 ("TRA'97"), and the Community Renewal Tax Relief Act
of 2000 ("CRA 2000"), collectively referred to as "GUST". The plan description
above provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
PLAN ADMINISTRATION
The Administrator is the named fiduciary that is responsible for execution of
the Plan's provisions, construction, required record keeping, directing and
advising the Trustees regarding investment and payment procedures. They are also
responsible for claims management and exercising such authority and
responsibility as they deem appropriate to comply with ERISA and government
regulations. Transamerica Retirement Services was named Administrator effective
January 1, 2003. Through December 31, 2002, the Administrator was CBIZ
Retirement Services, Inc.
Effective January 1, 2003, all Plan investments were transferred to Investors
Bank and Trust Company of Boston, as custodian. Reliance Trust Company was the
custodian for all Plan investments through December 31, 2002.
PLAN CHANGES
There have been changes to the terms of the Plan relating to investment options
and the level of Company match. See Note 8 - Subsequent Events for further
explanation of these items.
PARTICIPATION IN THE PLAN
Participation in the Plan is available to any employee of the Company, provided
he is at least 21 years of age, is a full time employee (i.e., works at least 20
hours per week), is a resident who is paid compensation and is not included in a
collective bargaining unit. Participation for employees who meet the above
criteria can begin on the first day of the calendar quarter following completion
of three consecutive calendar months of service during which the employee
performs at least one hour of service and exceeds 250 hours or service. An
employee ceases to be a participant if he ceases employment for any reason
(including death or retirement), or if the Company ceases to exist. If a person
no longer meets the requirements for participation while he is an employee, he
shall remain a participant but shall not be entitled to a share of any company
contributions, and may not make elective contributions until those requirements
are met. Additionally, an employee who has contributed less than $3,000 may, at
the election of the Company, be refunded the sum of his contribution, plus
interest.
CONTRIBUTIONS
Eligible employees may contribute to the Plan, through payroll deductions, up to
100% of eligible compensation to a variety of funds, including the Company's
common stock. Participants may also contribute distributions from qualified
defined benefit or contribution plans, which would exclude plans that provide
for the payment of benefits in the form of a life annuity or a qualified joint
and survivor annuity. The Company may match employees' contributions with its
common stock. During 2003, the Company match was 50% of the participant's
contributions up to a maximum of two percent of the participant's eligible
salary. The percentage may be adjusted or discontinued as of a valuation date
that is thirty (30) days after written notice of the change has been furnished
to employees.
F-4
UNIVERSAL AMERICAN FINANCIAL CORP. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution and
allocations of the Company's contribution and Plan earnings, and is charged with
Plan losses and an allocation of administrative expenses. Allocations are based
on participant account balances. The benefit to which a participant is entitled
is the benefit that can be provided from the participant's vested account. The
participants' account balances that are reflected in the total asset value of
the Plan is not the same as the participants' vested benefits, as all
participants are not fully vested.
VESTING
The entire interest of a participant in his elective contribution account and
non-elective contribution accounts is 100% vested at all times. The interest of
a participant in his discretionary and matching contributions accounts vests 25%
after two years, 25% more per year thereafter, with 100% vesting after five
years of service. Additionally, the entire interest of a participant in his
discretionary and matching contributions accounts shall become 100% vested upon
the occurrence of any of the following events: the cessation of participation
due to retirement, death, attainment of age 65, or termination of the Plan. Upon
(partial) termination of the Plan, or trust, or the final dissolution and
liquidation of the Company, to the extent terminated, the interest in the Plan
of each affected participant shall become fully vested. If a person ceases to be
a participant for any reason, and his entire interest in his discretionary and
matching contribution accounts has not become fully vested, the unvested portion
of these accounts are forfeited.
INVESTMENT OPTIONS
Amounts credited to participants' accounts under the Plan are invested by the
employer-appointed investment committee. Upon enrollment in the Plan, a
participant may direct employee contributions in any of the various investment
options. These options consist of various equity investments (funds) and the
Company's common stock, a qualifying employer security.
The following funds were available as investment options during 2003:
SPECIALITY
Franklin Micro Cap Value Fund
INTERNATIONAL EQUITY
Templeton Foreign Fund
GLOBAL EQUITY
Oppenheimer Global Fund
LARGE/MID GROWTH EQUITY
Transamerica Premier Equity Fund
Transamerica Premier Growth Opportunities Fund
Diversified Mid Cap Growth Fund
Janus Adviser Capital Appreciation Fund
LARGE/MID BLEND EQUITY
Transamerica Premier Core Equity Fund
Diversified Stock Index Fund
LARGE/MID VALUE EQUITY
Diversified Value and Income Fund
HYBRID
Janus Adviser Balanced Fund
BOND
Diversified Core Bond Fund
Strong Government Securities Fund
CASH EQUIVALENTS
Transamerica Stable Value Fund
OTHER
Universal American Financial Corp.
Company Stock
The participant may elect, on not more frequently than any valuation date, to
have all or any portion of his interest in any investment fund(s) transferred to
any other investment fund(s). The participant may not transfer to any other fund
any non-vested portion of Company contributions, including:
a.) a matching contribution made by the Company,
b.) non-elective contribution,
c.) discretionary contribution that is made in the form of Company
stock.
F-5
UNIVERSAL AMERICAN FINANCIAL CORP. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
PARTICIPANT LOANS RECEIVABLE
The Administrator may permit a participant to borrow from the trust fund an
amount equal to between $1,000 and generally 50% of the value of his vested
interest, but he may not borrow in the aggregate an amount greater than $50,000,
reduced by the highest outstanding balance on loans to the participant during
the twelve month period preceding the date a new loan is to be made. The loan
shall be adequately secured and must be repaid within five years, unless the
loan is used to acquire a dwelling unit. The participant must direct the Company
to withhold from each payment and pay to the Trustee an amount sufficient to
repay the loan over its term. If a loan is in default, the Administrator may
treat the unpaid amount as a distribution to the participant from the Trust
Fund. A participant may not apply for a loan while he has another loan
outstanding. Participants with more than a 10% interest in the capital or
profits of the Company or 5% owners of the Company must also have approval from
the appropriate regulatory authority.
Effective December 31, 2003 participants have outstanding loan balances totaling
$317,365. These loans have various maturity dates, with interest rates ranging
from 5.0% to 11.5%.
PAYMENT OF BENEFITS
Benefits are payable in one lump sum payment in cash. Distributions of amounts
greater than $5,000 require participant's written consent if the distribution is
to be made prior to the time the benefit is immediately distributable, as
defined in the plan. The participant may elect to have any portion of his
benefits to be directly transferred to an eligible retirement plan.
Distributions upon retirement - A participant's benefits are generally
distributed as soon as administratively possible upon the participant's
attainment of normal retirement age of 65. However, a participant may elect to
postpone the termination of employment with the Company until a later date, in
which event the participant will continue to be eligible to participate in the
Plan on the same basis as any other participant.
Deferral of distributions - Participants may elect to defer the distribution of
their account balance to which they are entitled. However, a participant's
benefits shall be distributed or must begin to be distributed no later than
April 1 following the calendar year in which he attains age 70 1/2, or if
later, in the year in which he retires. Participants that are 5% or greater
owners of the Company must begin taking distributions by April 1 of the calendar
year following attainment of age 70 1/2.
Advance distribution for Hardship - A participant may request a distribution to
satisfy the immediate and heavy financial need (as defined in the Plan) of such
participant. Such distribution is limited to the lesser of the immediate and
heavy financial need or the participant's vested account balance.
Pre-retirement distribution - Upon attainment of age 59 1/2, a participant that
continues to remain eligible to participate in the plan may elect in writing to
receive a distribution of all or a portion of his vested account balance. In the
event of such distribution, the participant will continue to be eligible to
participate in the Plan on the same basis as any other participant.
Distributions upon the death or total and permanent disability - In the event of
the death or total and permanent disability of a participant, all amounts
credited to the participant's account become fully vested. If a participant
dies, the administrator will direct the trustee to distribute the value of the
deceased participant's account to the participant's beneficiary. In the event of
a total and permanent disability, the participant's account balance can be
distributed, at the election of the participant, or remain in the Plan.
Distributions upon termination - Upon termination of employment of a participant
for any reason other than death, total and permanent disability or retirement,
such participant shall be entitled to a distribution of his vested account
balance. If a participant elects to not receive a distribution of his vested
interest as of the date he ceases to be a participant, any amount of his company
contribution account in excess of his vested interest shall be forfeited.
FORFEITED ACCOUNTS
Forfeited nonvested accounts totaled $36,240 at December 31, 2003 and $58,117 at
December 31, 2002. These accounts will be used to reduce future employer
contributions.
F-6
UNIVERSAL AMERICAN FINANCIAL CORP. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual method of
accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect certain amounts reported in the financial statements
and accompanying notes. Accordingly, actual results could differ from those
estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value. Shares of registered investment
companies are valued at quoted market prices which represent the net asset value
of shares held by the Plan at year end. The Company stock is valued at its
quoted market price. Participant notes receivable are valued at cost, which
approximates fair market value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
PAYMENT OF BENEFITS
Benefit payments to participants are recorded upon distribution.
ADMINISTRATIVE EXPENSES
Administrative expenses consist of custodial costs of servicing and accounting
for the assets of the Plan.
NOTE 3 - PLAN AMENDMENT AND TERMINATION
Although it has not expressed any intent to do so, the Company has the right to
terminate or partially terminate the Plan, subject to the provisions of ERISA.
In the event of Plan termination, participants will become 100% vested in their
accounts. The Company also has the right or obligation to amend the Plan;
various amendments have been made subsequent to the original Plan filing date.
NOTE 4 - TAX STATUS
The Plan has not received a determination letter from the Internal Revenue
Service stating that the Plan is qualified under Section 401(a) of the Internal
Revenue Code (the "Code"). However, as permitted by Revenue Procedure 2002-6,
the Plan Sponsor has elected to rely on the favorable advisory letter issued to
the volume submitter plan provider, Transamerica Securities Sales Corporation,
on April 17, 2002. In addition, the Plan Administrator believes that the Plan is
qualified and, therefore, the related trust is exempt from taxation.
NOTE 5 - CONTRIBUTION INCOME
The participants are allowed to choose among various investment alternatives.
The contribution to these funds in calendar year 2003 originated from the
participants' salary deferral contributions of $1,386,960 and from participants'
rollover contributions of $186,009. The remaining contributions were made by the
Company in the amount of $390,210, comprising the total contribution of
$1,963,179.
All of the Company contributions purchased shares of the Company's common stock.
Participants do not direct the investment alternatives for the Company
contribution.
F-7
UNIVERSAL AMERICAN FINANCIAL CORP. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - INVESTMENTS
The following schedule of plan assets presents investments at December 31, 2003
and 2002:
DECEMBER 31,
------------
DECEMBER 31, 2003 2002
----------------- ------------
DESCRIPTION UNITS PER UNIT VALUE VALUE
- ------------------------------------------- ----------- ----------------- ----------- ------------
Employer Securities
* Universal American Financial Corp. 551,558.516 $ 9.828 $ 5,420,882 $2,625,669
(Company stock)
Registered Investments Companies
Franklin Micro Cap Value Fund) 15,731.513 $ 32.370 509,229 -
Templeton Foreign Fund 22,410.538 $ 10.640 238,448 -
Oppenheimer Global Fund 12,387.891 $ 51.500 637,976 -
* Transamerica Premier Equity Fund 56,411.262 $ 16.660 939,812 -
Transamerica Premier Growth Opportunities 9,216.535 $ 16.870 155,483 -
Fund
Diversified Mid Cap Growth Fund 3,351.595 $ 9.490 316,507 -
Janus Adviser Capital Appreciation Fund 383,792 -
Transamerica Premier Core Equity Fund 42,251.624 $ 11.120 469,838 -
* Diversified Stock Index Fund 125,282.705 $ 8.670 1,086,201 -
Diversified Value and Income Fund 5,826.999 $ 22.380 130,408 -
* Janus Adviser Balanced Fund 1,093,584 -
Diversified Core Bond Fund 33,030.945 $ 12.600 416,190 -
Strong Government Securities Fund 23,663.164 $ 10.880 257,455 -
* Transamerica Stable Value Fund 81,269.506 $ 14.096 1,145,552 -
Alger Midcap Growth Class A Stock Fund - $ - - 228,619
Participants' Loans 317,365 262,135
Unsettled Trades - 4,519,498
----------- ----------
Total Investments $13,518,722 $7,635,921
=========== ==========
In connection with the change in Plan Administrators, new investment funds
replaced the previous funds. In preparation for the transfer the following funds
were liquidated, however, the trades were not settled as of December 31, 2002:
Employer Securities
* Universal American Financial Corp. $ 480,174
(Company stock)
Registered Investments Companies
Stock Funds:
Baron Asset 221,119
Fidelity Diversified International 144,257
* Spartan US Equity Index 774,881
Fidelity Contrafund 360,436
* Fidelity Magellan 679,916
Janus Worldwide 389,163
Neuberger Berman Partners Trust 243,688
Total Stock funds 2,813,460
Bond Funds:
Strong corporate bond 316,194
Blended Funds:
Janus balanced 909,670
-----------
Total Investments $ 4,519,498
===========
All investments are participant directed except for the matching employer
contribution of company stock which is nonparticipant-directed.
The investments that are marked by an asterisk ("*") represent 5% or more of the
net assets of the Plan.
F-8
UNIVERSAL AMERICAN FINANCIAL CORP. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments, for the year
ended December 31, 2003, is as follows:
Employer securities - Company stock:
2003 2002
---------- -----------
Balance at beginning of year $2,625,669 $3,179,553
Contributions 522,167 514,866
Net appreciation (depreciation) - realized and unrealized 2,303,984 (510,881)
Benefits paid to participants (70,148) (84,433)
Inter-fund transfers, unsettled trades, and fees 39,210 (473,436)
---------- ----------
Balance at end of year $5,420,882 $2,625,669
========== ==========
NOTE 8- SUBSEQUENT EVENTS
INVESTMENT OPTIONS
In January 2004, the plan trustees reviewed fund performance and approved the
recommendation to revise the investment options available to participants.
Specifically the Janus Adviser Capital Appreciation Fund, the Janus Adviser
Balanced Fund and the Strong Government Securities Fund have been removed as
investment options. The Franklin Real Estate Fund, Fidelity Advisor Strategies
Fund, Fidelity Advisor Mid Cap Fund and the Oppenheimer Quest Balanced Value
Fund were added as investment choices for participants. Unless otherwise
instructed, participants account balances remaining in the funds that were
deleted were transferred into the closest new or existing fund in terms of
investment objective. Accordingly, The Janus Adviser Capital Appreciation Fund
balances were transferred to the Transamerica Premier Equity Fund, the Janus
Advisor Balanced Fund balances were transferred to the Oppenheimer Quest
Balanced Fund and the Strong Government Security Fund balances were transferred
to the Diversified Core Bond Fund.
COMPANY MATCHING CONTRIBUTION
In April, 2004, the plan trustees and the Universal American Board of Directors
approved a revision to the Company matching contribution, retroactively
effective on January 1, 2004. Through December 31, 2003, the Company would make
matching contributions equal to 50% of the participant's contributions, up to a
maximum of two percent of the participant's eligible salary. Beginning on
January 1, 2004, the matching contribution will be equal to 100% of the first 1%
of eligible salary contributed to the plan by the participant and 50% of each of
the next 2% of eligible salary contributed to the plan by the participant
(contributions of greater than 1% up to 3%). In addition, the plan trustees
approved an additional discretionary matching contribution, for 2004 only, equal
to a maximum of 50% of each of the next 2% of eligible salary contributed to the
plan by the participant (contributions of greater than 3% up to 5%). For the
period from January 1, 2004 through December 31, 2004, the Company matching
contribution will be as follows:
NON- MAXIMUM
DISCRETIONARY NON- DISCRETIONARY TOTAL
PARTICIPANT COMPANY DISCRETIONARY COMPANY COMPANY
CONTRIBUTION1 MATCH2 MATCH* MATCH* MATCH*
Up to 1.0% 100% 1.0% -% 1.0%
Up to 2.0% 75% 1.5% -% 1.5%
Up to 3.0% 67% 2.0% -% 2.0%
- -------------------------
1 Expressed as a percentage of the participant's eligible salary.
2 Expressed as a percentage of the Participant's contribution.
F-9
UNIVERSAL AMERICAN FINANCIAL CORP. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Up to 4.0% N/A 2.0% 0.5% 2.5%
Up to 5.0% N/A 2.0% 1.0% 3.0%
Over 5.0% N/A 2.0% 1.0% 3.0%
F-10
EIN# 11-2580136
PLAN#002
UNIVERSAL AMERICAN FINANCIAL CORP. 401(k) SAVINGS PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT YEAR END)
AS OF DECEMBER 31, 2003
($ IN THOUSANDS)
DESCRIPTION OF INVESTMENT
INCLUDING MATURITY
DATERATE OF INTEREST,
IDENTITY OF ISSUE BORROWER COLLATERAL,PAR, OR CURRENT
LESSOR OR SIMILAR PARTY MATURITY VALUE COST VALUE
--------------------------------------- ------------------------------------- ------- -------
(A) (B) (C) (D) (E)
EMPLOYER SECURITIES
* Universal American Financial Corp. Universal American Financial Corp. $ 9.828 $ 5,421
common stock (551,558 shares)
REGISTERED INVESTMENTS COMPANIES:
SPECIALTY
Franklin Micro Cap Value Fund High total return including both ** 509
capital appreciation and income
INTERNATIONAL EQUITY
Templeton Foreign Fund Long-term capital growth ** 238
GLOBAL EQUITY
Oppenheimer Global Fund Capital appreciation ** 638
LARGE/MID GROWTH EQUITY
Transamerica Premier Equity Fund Long-term growth ** 940
Transamerica Premier Growth Long-term growth ** 156
Opportunities Fund
Diversified Mid Cap Growth Fund High level of capital appreciation ** 317
Janus Adviser Capital Appreciation Fund Long-term growth ** 384
LARGE/MID BLEND EQUITY
Transamerica Premier Core Equity Fund Stock undervalued relative to ** 470
intrinsic value of company,
Diversified Stock Index Fund Standard & Poor's 500 Composite Stock ** 1,086
Price Index
LARGE/MID VALUE EQUITY
Diversified Value and Income Fund Long-term capital appreciation ** 130
F-11
EIN# 11-2580136
PLAN#002
UNIVERSAL AMERICAN FINANCIAL CORP. 401(k) SAVINGS PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT YEAR END)
AS OF DECEMBER 31, 2003
($ IN THOUSANDS)
DESCRIPTION OF INVESTMENT
INCLUDING MATURITY
DATERATE OF INTEREST,
IDENTITY OF ISSUE BORROWER COLLATERAL,PAR, OR CURRENT
LESSOR OR SIMILAR PARTY MATURITY VALUE COST VALUE
--------------------------------------- ------------------------------------- ---- -------
(A) (B) (C) (D) (E)
HYBRID
Janus Adviser Balanced Fund Long-term capital growth and current ** 1,094
income
BOND
Diversified Core Bond Fund Investment grade debt securities and ** 416
U.S. government obligations
Strong Government Securities Fund Total return weighted towards current ** 257
income
CASH EQUIVALENTS
Transamerica Stable Value Fund Group Annuity Contract Form No. ** 1,146
TGP-439-194 issued by Transamerica
Life Insurance and Annuity Company,
Charlotte, NC
LOAN FUND
* Loans to Participants Loans receivable from participants, N/A 317
maturing at various dates bearing
interest at rates from 5.0% to 11.5%
-------
Total $13,519
=======
* Indicates party-in-interest.
** Cost information not required for member directed investments.
F-12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Investment Committee of the Universal American Financial Corp. 401(k) Savings
Plan has duly caused this annual report to be signed in its behalf by the
undersigned thereunto duly authorized.
UNIVERSAL AMERICAN FINANCIAL CORP.
401(k) SAVINGS PLAN
By: /s/ Robert A. Waegelein
-------------------------
Robert A. Waegelein, Trustee
Date: June 29, 2004
F-13