UNIVERSAL AMERICAN FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENTS:

As of December 31, 2000 and 1999, investments consisted of the following:


                                                December 31, 2000               
                                      Face    Amortized        Fair    Carrying
Classification                       Value         Cost       Value       Value 
                                                 (In thousands)
U.S. Treasury bonds and notes    $  30,730    $  29,810   $  30,345   $  30,345
Corporate bonds                    803,559      716,250     721,393     721,393
Equity Securities                                 3,819       3,547       3,547 
   Sub-total                                    749,879   $ 755,285     755,285
Policy loans                                     25,077                  25,077
Other invested assets                             4,318                   4,318 
   Total investments                          $ 779,274               $ 784,680 



                                                December 31, 1999               
                                      Face    Amortized        Fair    Carrying
Classification                       Value         Cost       Value       Value 
                                                 (In thousands)
U.S. Treasury bonds and notes    $  31,170    $  31,776   $  31,549   $  31,549
Corporate bonds                    791,087      702,690     686,011     686,011
Equity Securities                                 5,120       4,838       4,838 
   Sub-total                                    739,586   $ 722,398     722,398
Policy loans                                     25,640                  25,640
Other invested assets                             5,506                   5,506 
   Total investments                          $ 770,732               $ 753,544 


The amortized cost and fair value of fixed maturities as of December 31, 2000 and 1999 are as follows:


                                                        December 31, 2000             
                                                        Gross       Gross
                                         Amortized  Unrealized  Unrealized       Fair
Classification                                Cost       Gains      Losses      Value 
                                                          (In thousands)
U.S. Treasury securities and obligations
   of U.S. government                    $  34,199    $    589   $     (54) $  34,734
Corporate debt securities                  455,954       7,554      (4,908)   458,600
Mortgage-backed securities                 255,907       4,404      (1,907)   258,404 
                                         $ 746,060    $ 12,547   $  (6,869) $ 751,738 



                                                         December 31, 1999            
                                                         Gross       Gross
                                          Amortized Unrealized  Unrealized       Fair
Classification                                 Cost      Gains      Losses      Value 
                                                          (In thousands)
U.S. Treasury securities and obligations
   of U.S. government                    $   63,968   $     10   $    (587) $  63,391
Corporate debt securities                   446,630        420     (10,693)   436,357
Mortgage-backed securities                  223,868        190      (6,246)   217,812 
                                         $  734,466   $    620   $ (17,526) $ 717,560 


The amortized cost and fair value of fixed maturities at December 31, 2000 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.


                                      Amortized         Fair
                                           Cost        Value 
                                           (In thousands)
Due in 1 year or less . . . . . . . . $  25,666    $  25,627
Due after 1 year
   through 5 years  . . . . . . . . .   147,112      148,470
Due after 5 years
   through 10 years . . . . . . . . .   214,263      215,840
Due after 10 years  . . . . . . . . .   100,235      100,521
Mortgage-backed securities  . . . . .   258,784      261,280 
                                      $ 746,060    $ 751,738 


Included in fixed maturities at December 31, 2000 and 1999 were securities with carrying values of $33.1 million and $32.5 million, respectively, held by various states as security for the policyholders of the Company within such states.

Gross unrealized gains and gross unrealized losses of equity securities as of December 31, 2000 and 1999 are as follows:


                                            2000       1999  
                                           (In thousands)
Gross unrealized gains  . . . . . . . .  $     -    $    83
Gross unrealized losses . . . . . . . .     (272)      (365) 
Net unrealized losses . . . . . . . . .  $  (272)   $  (282) 


The components of the change in unrealized gains and losses included in the consolidated statements of stockholders' equity for the three years ended December 31, 2000 are as follows:


                                     2000        1999    1998 
                                          (In thousands)
Change in net
   unrealized gains (losses):
Fixed maturities  . . . . . . . $  22,584   $ (19,476)  $ 104
Equity securities . . . . . . .        10        (239)     (1)
Foreign currency  . . . . . . .    (1,434)      2,177       -
Adjustment relating
   to deferred policy
   acquisition costs  . . . . .    (2,209)      4,509     (79)
Change in
   net unrealized
   gains (losses)
   before income tax  . . . . .    18,951     (13,029)     24
Income tax
   (expense) benefit  . . . . .    (7,189)      5,284      (8)
Change in
   net unrealized
   gains (losses) . . . . . . . $  11,762   $  (7,745)  $  16 


The details of net investment income for the three years ended December 31, 2000 are as follows:


                                     2000       1999       1998 
                                          (In thousands)
Investment Income:
   Fixed maturities  . . . . .  $  52,478  $  25,950  $   9,198
   Cash and
     cash equivalents  . . . .      1,939      2,454        920
   Equity securities . . . . .        330        157         59
   Other . . . . . . . . . . .      1,380         52          5
   Policy loans  . . . . . . .      1,617      1,004        612
   Mortgage loans  . . . . . .        214        485        363 

Gross investment income  . . .     57,958     30,102     11,157
Investment expenses  . . . . .      1,013        789        436 

Net investment income  . . . .  $  56,945  $  29,313  $  10,721 


Fixed maturities with a carrying value of $0.7 million were non-income producing for the year ended December 31, 2000.

Gross realized gains and gross realized losses included in the consolidated statements of operations for the three years ended December 31, 2000 are as follows:


                                    2000      1999       1998 
                                         (In thousands)
Realized gains:
   Fixed maturities............ $  1,022   $   534   $  1,250
   Equity securities ..........      192     2,661         26 
   Total realized gains .......    1,214     3,195      1,276 

Realized losses:
   Fixed maturities............   (1,019)     (819)      (991)
   Equity securities ..........      (49)   (2,617)       (29)
   Total realized losses.......   (1,068)   (3,436)    (1,020)

Net realized
gains (losses) ................ $    146   $  (241)  $    256 


During the years ended December 31, 2000 and 1999, the Company wrote down the value of certain fixed maturity securities by $0.5 million and $0.6 million, respectively, which represents management's estimate of other than temporary declines in value and was included in net realized gains (losses) on investments.

For the years ended December 31, 2000 and 1999, the Company held unrated or less-than-investment grade corporate debt securities with carrying and estimated fair values as follows:


                                                2000       1999 
                                              (In thousands)
Carrying value ..........................  $  21,923   $  8,040 
Estimated fair value.....................  $  21,923   $  8,040 
Percentage of total assets...............       1.8%       0.7% 

The holdings of less-than-investment grade securities are widely diversified and the investment in any one such security is currently less than $5.9 million, which is approximately 0.5% of total assets.