##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number
    001-31574
 AMERIGROUP
    Corporation
 (Exact name of registrant as
    specified in its charter)
  Delaware

54-1739323(State or Other Jurisdiction of
    Incorporation or Organization)

(I.R.S. Employer Identification
    No.)4425 Corporation Lane, Virginia Beach, Virginia(Address of principal
    executive offices)

23462(Zip Code)   Registrants telephone number, including area code:
 (757) 490-6900
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value

New York Stock Exchange   þ o
  o þ
  þ o
  Regulation S-K Form 10-K 10-K. o
  Rule 12b-2
  Large accelerated
    filer  þ

Accelerated
    filer  oNon-accelerated
    filer  o (Do
    not check if smaller reporting company)

Smaller reporting
    company  o   Rule 12b-2 o þ
      Class

Outstanding at February 19, 2008Common Stock, $.01 par value

53,116,113   Documents
    Incorporated by Reference
  Document

Parts Into Which IncorporatedProxy Statement for the Annual Meeting of Stockholders
    to be held May 7, 2009 (Proxy Statement)

Part III




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##### 





TABLE OF
    CONTENTS
   
 PagePART I.Item 1.


Business


3Item 1A.


Risk Factors


21Item 1B.


Unresolved Staff Comments


35Item 2.


Properties


36Item 3.


Legal Proceedings


36Item 4.


Submission of Matters to a Vote of Security
    Holders


37PART II.Item 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


39Item 6.


Selected Financial Data


42Item 7.


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


43Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


63Item 8.


Financial Statements and Supplementary Data


65Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


102Item 9A.


Controls and Procedures


102Item 9B.


Other Information


103PART III.Item 10.


Directors, Executive Officers and Corporate
    Governance


105Item 11.


Executive Compensation


105Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


105Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


105Item 14.


Principal Accountant Fees and Services


105PART IV.Item 15.


Exhibits and Financial Statement Schedules


105EX-10.26.3.7EX-10.29.1EX-10.31.3EX-12.1EX-21.1EX-23.1EX-31.1EX-31.2EX-32   1




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Forward-looking
    Statements
  Form 10-K,
    
    local, state and national economic conditions, including their
    effect on the rate increase process and timing of payments;
    the effect of government regulations and changes in regulations
    governing the healthcare industry;
    changes in Medicaid and Medicare payment levels and
    methodologies;
    liabilities and other claims asserted against us;
    our ability to attract and retain qualified personnel;
    our ability to maintain compliance with all minimum capital
    requirements;
    the availability and terms of capital to fund acquisitions and
    capital improvements;
    the competitive environment in which we operate;
    our ability to maintain and increase membership levels;
    demographic changes;
    increased use of services, increased cost of individual
    services, epidemics, the introduction of new or costly
    treatments and technology, new mandated benefits, insured
    population characteristics and seasonal changes in the level of
    healthcare use;
    our ability to enter into new markets or remain in our existing
    markets;
    our inability to operate new products and markets at expected
    levels, including, but not limited to, profitability, membership
    and targeted service standards;
    changes in market interest rates, actions by the Federal Reserve
    or any disruptions in the credit markets;
    catastrophes, including acts of terrorism or severe
    weather; and
    the unfavorable resolution of pending litigation.  Risk Factors
 2




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PART I.  Item 1.
    Business  Overview
      Background
  Publicly
    Sponsored Healthcare in the United States Today
       3




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Medicaid
    Program
      
    mandating Medicaid enrollment into managed care,
    utilizing a central broker for enrollment into plans,
    using cost savings to provide additional services, and
    limiting the number of providers for additional services.        Medicaid,
    CHIP and FamilyCare Eligibles
       4




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Form 10-K,
      Medicaid
    Funding
           5




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
    number of eligible individuals who enroll,
    price of medical and long-term care services,
    use of covered services,
    state decisions regarding optional services and optional
    eligibility groups, and
    effectiveness of programs to reduce costs of providing benefits,
    including managed care.        Changing
    Dynamics in Medicaid
         6




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Medicare
    Advantage
    Medicare
    Funding
      Regulation
    State
    Insurance Holding Company Regulations
  and/or
 7




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Contractual
    and Regulatory Compliance
  Medicaid
       8




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Medicare
          Fraud
    and Abuse Laws
        and/or
 9




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Qui tam qui tam
  10-year qui tam qui tam
  qui tam
    The
    AMERIGROUP Approach
    Government
    Agencies
  24-hour
  Providers
   10




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Members
    Communities
      Competition
    
    Traditional Fee-for-Service  Original unmanaged
    provider payment system whereby state governments pay providers
    directly for services provided to Medicaid and Medicare eligible
    beneficiaries.
    Primary Care Case Management Programs  Programs
    established by the states through contracts with physicians to
    provide primary care services to Medicaid recipients, as well as
    provide limited oversight over other services.
    Administrative Services Only Health Plans  Health
    plans that contract with the states to provide administrative
    services only for the traditional fee-for-service Medicaid
    program.
    Commercial Health Plans  National and regional
    commercial managed care organizations that have Medicaid and
    Medicare members in addition to members in private commercial
    plans.
    Medicaid Health Plans  Managed care organizations
    that focus solely on serving people who receive healthcare
    benefits through Medicaid.
    Medicare Health Plans  Managed care organizations
    that focus on serving people who receive healthcare benefits
    through Medicare. These plans also may include Medicare
    Part D prescription coverage.
    Medicare Prescription Drug Plans  These plans offer
    Medicare beneficiaries Part D prescription drug coverage
    only, while members of these plans receive their medical
    benefits from Medicare Fee-For-Service.   11




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Products
      December 31,Product

2008


2007


2006TANF (Medicaid)(1)


1,057,000



1,180,000



910,000CHIP


291,000



268,000



264,000ABD (Medicaid)(2)


182,000



216,000



94,000Family Care (Medicaid)


40,000



42,000



43,000Medicare Advantage


9,000



5,000



5,000Total


1,579,000



1,711,000



1,316,000     (1)
    
    Includes 129,000 members under an Administrative Services Only
    contract (ASO) contract in Tennessee in 2007. This
    contract terminated October 31, 2008.(2)
    
    Includes 41,000 and 13,000 members under ASO contracts in
    Tennessee and Texas, respectively in 2007 and 14,000 ASO
    contract members in Texas in 2006. These contracts terminated
    October 31, 2008 and February 29, 2008, respectively.  Medical
    and Quality Management Programs
   12




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
    Analysis of healthcare utilization data.  We
    analyze the healthcare utilization data of the PCPs in our
    network in order to identify PCPs who either over utilize or
    under utilize healthcare services. We do this by comparing their
    utilization patterns against benchmarks based upon the
    utilization data of their peers. If a PCPs utilization
    rates vary significantly from the norm, either above or below,
    we meet with the provider to discuss and understand their
    utilization patterns and suggest opportunities for improvement
    and implement an ongoing monitoring program.
    Medical care satisfaction studies.  We evaluate
    the quality and appropriateness of care provided to our health
    plan members by reviewing healthcare utilization data and
    responses to member and physician questionnaires and grievances.
    Clinical care oversight.  Each of our health
    plans has a medical advisory committee comprised of physician
    representatives and chaired by the plans medical director.
    This committee approves clinical protocols and practice
    guidelines. Based on regular reviews, the medical directors who
    head these committees develop recommendations for improvements
    in the delivery of medical care.
    Quality improvement plan.  A quality
    improvement plan is implemented in each of our health plans and
    is governed by a quality management committee, which is either
    chaired or co-chaired by the medical director of the health
    plan. The quality management committee is comprised of senior
    management at our health plans, who review and evaluate the
    quality of our health services and are responsible for the
    development of quality improvement plans spanning both clinical
    quality and customer service quality. These plans are developed
    from provider and membership feedback, satisfaction surveys and
    results of action plans. Our corporate quality improvement
    council oversees and meets regularly with our health plan
    quality management committees to help ensure that we have a
    coordinated, quality-focused approach relating to our members
    and providers.  Provider
    Network
     13




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Provider
    Payment Methods
      Fee-for-Service. fee-for-service
  
    Maximum Allowable Fee Schedule.  Providers are
    paid the lesser of billed charges or a specified fixed payment
    for a covered service. The maximum allowable fee schedule is
    developed using, among other indicators, the state
    fee-for-service Medicaid program fee schedule, Medicare fee
    schedules, medical costs trends and market conditions.
    Per Diem and Case Rates.  Hospital facility
    costs are typically reimbursed at negotiated per diem or case
    rates, which vary by level of care within the hospital setting.
    Lower rates are paid for lower intensity services, such as a low
    birth weight newborn baby who stays in the hospital a few days
    longer than the mother, compared to higher rates for a neonatal
    intensive care unit stay for a baby born with severe
    developmental disabilities.
    Percent of Charges.  Providers are paid an
    agreed-upon
    percent of their standard charges for covered services.  Capitation.
 14




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Risk-sharing arrangements. and/or
  Outreach
    and Educational Programs
    ®
    Information
    Technology Services
  tm
  Our
    Health Plans
   15




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December 31,Market

2008


2007


2006Texas(1)


455,000



460,000



406,000Florida


237,000



206,000



202,000Georgia


206,000



211,000



227,000Tennessee(2)


187,000



356,000



Maryland


169,000



152,000



145,000New York


110,000



112,000



126,000New Jersey


105,000



98,000



102,000Ohio


58,000



54,000



46,000Virginia


25,000



24,000



22,000South Carolina


16,000







New Mexico


11,000







District of
    Columbia(3)






38,000



40,000Total


1,579,000



1,711,000



1,316,000     (1)
    
    Included in the Texas membership are approximately 13,000 and
    14,000 members under an ASO contract in 2007 and 2006,
    respectively. This contract terminated February 29, 2008.(2)
    
    Included in the Tennessee membership in 2007 are approximately
    170,000 members under an ASO contract. This contract terminated
    October 31, 2008.(3)
    
    The contract with the District of Columbia terminated
    June 30, 2008.    MedicareMarket

TANF


SCHIP


ABD


FamilyCare


AdvantageTexas


ü



ü



ü







üFlorida


ü



ü



ü







üGeorgia


ü



üTennessee


ü







ü







üMaryland


ü



ü



ü







üNew York


ü



ü



ü



ü



üNew Jersey


ü



ü



ü



ü



üOhio


ü







üVirginia


ü



ü



üSouth Carolina


ü



ü



üNew Mexico










ü







ü  16




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Texas
      Florida
    Georgia
    Tennessee
   17




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Maryland
    New
    York
    New
    Jersey
    Ohio
   18




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Virginia
    South
    Carolina
    New
    Mexico
    District
    of Columbia
    Employees
    Available
    Information
   19




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1-800-SEC-0330. (http://www.sec.gov). Form 10-K, Form 10-Q, Form 8-K, Form 10-K, Form 10-Q, Form 8-K,
   20




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Item 1A.
    Risk
    Factors  RISK
    FACTORS
  Risks
    related to our business
  Our
    inability to manage medical costs effectively would reduce our
    profitability.
  non-network
    Our
    limited ability to predict our incurred medical expenses
    accurately has in the past and could in the future materially
    impact our reported results.
     21




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Changes
    in the number of Medicaid eligible beneficiaries, or benefits
    provided to Medicaid eligible beneficiaries or a change in mix
    of Medicaid eligible beneficiaries could cause our operating
    results to suffer.
    Receipt
    of inadequate or significantly delayed premiums would negatively
    impact our revenues, profitability and cash flows.
      As
    participants in state and Federal healthcare programs, we are
    subject to extensive fraud and abuse laws which may give rise to
    frequent lawsuits and claims against us, and the outcome of
    these lawsuits and claims may have a material adverse effect on
    our financial position, results of operations and
    liquidity.
  qui
    tam Qui
    tam qui tam
  qui tam
 22




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10-year qui tam qui tam
    Failure
    to comply with the terms of our government contracts could
    negatively impact our profitability and subject us to fines,
    penalties and liquidated damages.
      Changes
    in Medicaid or Medicare funding by the Federal government or the
    states could substantially reduce our
    profitability.
   23




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If
    state governments do not renew our contracts on favorable terms
    or we fail to retain our contracts as a result of a re-bidding
    process, our business and results of operations will
    suffer.
      Delays
    in program expansions or contract changes could negatively
    impact our business.
  start-up,
  If a
    state fails to renew its Federal waiver application for mandated
    Medicaid enrollment into managed care or such application is
    denied, our membership in that state will likely
    decrease.
   24




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We
    rely on the accuracy of eligibility lists provided by state
    governments, and in the case of our Medicare Advantage members,
    by the Federal government. Inaccuracies in those lists would
    negatively affect our results of operations.
    Our
    inability to operate new business opportunities at underwritten
    levels could have a material adverse effect on our
    business.
    Our
    inability to maintain good relations with providers could harm
    our profitability or subject us to material fines, penalties or
    sanctions.
      (non-network non-network non-network non-network
 25




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Our
    inability to integrate, manage and grow our information systems
    effectively could disrupt our operations.
        Failure
    of a business in a new state or market would negatively impact
    our results of operations.
  Start-up start-up
  Difficulties
    in executing our acquisition strategy or integrating acquired
    business could adversely affect our business.
   26




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
    additional employees who are not familiar with our operations,
    existing provider networks, which may operate on different terms
    than our existing networks,
    existing members, who may decide to switch to another healthcare
    provider, and
    disparate information and record keeping systems.    We are
    subject to competition that impacts our ability to increase our
    penetration of the markets that we serve.
        Negative
    publicity regarding the managed care industry may harm our
    business and operating results.
   27




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We may
    be subject to claims relating to medical malpractice, which
    could cause us to incur significant expenses.
      Risks
    related to being a regulated entity
  Changes
    in government regulations designed to protect providers and
    members could force us to change how we operate and could harm
    our business and results of operations.
    
    force us to change how we do business,
    restrict revenue and enrollment growth,
    increase our health benefits and administrative costs,
    impose additional capital requirements, and
    increase or change our claims liability.  Regulations
    could limit our profits as a percentage of
    revenues.
     28




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Changes
    in healthcare laws could reduce our profitability.
      If
    state regulators do not approve payments of dividends,
    distributions or administrative fees by our subsidiaries to us,
    it could negatively affect our business strategy and
    liquidity.
    If
    state regulatory agencies require a statutory capital level
    higher than the state regulations we may be required to make
    additional capital contributions.
   29




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Failure
    to comply with government laws and regulations could subject us
    to civil and criminal penalties and limitations on our
    profitability.
      and/or
  and/or
         30




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Compliance
    with the terms and conditions of our Corporate Integrity
    Agreement requires significant resources and, if we fail to
    comply, we could be subject to penalties or excluded from
    participation in government healthcare programs, which could
    seriously harm our results of operations, liquidity and
    financial results.
  qui
    tam
  and/or
  Risks
    related to our financial condition
  Ineffective
    management of rapid growth or our inability to grow could
    negatively affect our results of operations, financial condition
    and business.
    Restrictions
    and covenants in our credit agreement could limit our ability to
    take certain actions causing our operational and financial
    flexibility to be negatively impacted.
   31




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Our
    debt service obligations may adversely affect our cash flows and
    our increased leverage as a result of our 2.0% Convertible
    Senior Notes and Credit Agreement may harm our financial
    condition and results of operations.
          Changes
    in accounting may affect our results of
    operations.
   32




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14-a, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement) 14-a ). 14-a 14-a 14-a 14-a
  Our
    investments in auction rate securities are subject to risks that
    may cause losses and have a material adverse effect on our
    liquidity.
       33




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Our
    investment portfolio may suffer losses from reductions in market
    interest rates and fluctuations in fixed income securities which
    could materially adversely affect our results of operations or
    liquidity.
      The
    value of our investments is influenced by varying economic and
    market conditions, and a decrease in value could have an adverse
    effect on our results of operations, liquidity and financial
    condition.
        Adverse
    credit market conditions may have a material adverse affect on
    our liquidity or our ability to obtain credit on acceptable
    terms.
   34




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Other
    risks
  An
    unauthorized disclosure of sensitive or confidential member
    information could have an adverse effect on our business,
    reputation and profitability.
  and/or
  We are
    currently involved in litigation, and may become involved in
    future litigation, which may result in substantial expense and
    may divert our attention from our business.
      Acts
    of terrorism, natural disasters and medical epidemics could
    cause our business to suffer.
    Item 1B.
    Unresolved
    Staff Comments  None.
 35




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Item 2.
    Properties    Item 3.
    Legal
    Proceedings  Purchase
    Agreement Litigation
      No. C-8-09.
      Risk
    Sharing Receivable
   36




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##### Table of Contents



no. 153-232258-08,
    Other
    Litigation
    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Executive
    Officers of the Company
    Name

Age

PositionJames G. Carlson


56


Chairman, President and Chief Executive OfficerJames W. Truess


43


Executive Vice President and Chief Financial OfficerRichard C. Zoretic


50


Executive Vice President and Chief Operating OfficerStanley F. Baldwin


60


Executive Vice President, General Counsel and SecretaryNancy L. Grden


57


Executive Vice PresidentJohn E. Littel


44


Executive Vice President, External RelationsMary T. McCluskey, M.D.


50


Executive Vice President and Chief Medical OfficerMargaret M. Roomsburg


49


Senior Vice President and Chief Accounting OfficerLeon A. Root, Jr.


55


Executive Vice President and Chief Information OfficerLinda K. Whitley-Taylor


45


Executive Vice President, Associate Services   James G. Carlson
 37




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##### Table of Contents



James W. Truess
  Richard C. Zoretic
  Stanley F. Baldwin
  Nancy L. Grden
  John E. Littel
  Mary T. McCluskey, M.D.
  Margaret M. Roomsburg
  Leon A. Root, Jr. e-commerce
  Linda K. Whitley-Taylor
 38




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PART II.  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities      High


Low2008First quarter

$
41.00


$
25.83Second quarter


29.51



20.77Third quarter


28.51



19.92Fourth quarter


29.68



16.02December 31, 2008 Closing Sales Price

$
29.522007First quarter

$
39.44


$
29.63Second quarter


32.95



23.35Third quarter


35.38



23.40Fourth quarter


38.39



32.85         Rule 10b5-1 Rule 10b5-1
 39




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Performance
    Graph
        
  Value of $100 Invested Over Past 5 Years12/31/03


12/31/04


12/31/05


12/31/06


12/31/07


12/31/08AMERIGROUP Corporation



100



$
177.40



$
91.25



$
168.30



$
170.93



$
138.43S&P 500 Index



100




110.88




116.33




134.70




142.10




89.53Current Year Peers



100




150.37




214.94




202.92




231.43




104.54Prior Year Peers



100




136.72




208.38




209.05




238.65




95.48  40




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##### Table of Contents



Proceeds
    of Equity Securities by the Issuer and Affiliated
    Purchasers
    Maximum number(or ApproximateTotal number of


Dollar Value) ofAverage


Shares (or Units


Shares (or Units)Total Number of


Price Paid


Purchased as Part of


that May Yet BeShares (or Units)


per Share


Publicly Announced


Purchased Under thePeriod

Purchased


(or Unit)


Plans or Programs (2)


Plans or Programs (2)October 1  October 31, 2008


40,860


$
22.53



40,860



1,116,271November 1  November 30, 2008 (1)


165,875



23.56



165,070



951,201December 1  December 31, 2008


114,228



25.82



114,228



836,973Total


320,963


$
24.23



320,158



836,973     (1)
    
    Our 2005 Equity Plan allows, upon approval by the plan
    administrator, stock option recipients to deliver shares of
    unrestricted Company common stock held by the participant as
    payment of the exercise price and applicable withholding taxes
    upon the exercise of stock options or vesting of restricted
    stock. During November 2008, certain employees elected to tender
    shares to the Company in payment of related withholding taxes
    upon vesting of restricted stock.(2)
    
    Share repurchased during the three months ended
    December 31, 2008 were purchased as part of the
    Companys existing authorized share repurchase program. On
    August 7, 2008, the Company entered into a trading plan in
    accordance with
    Rule 10b5-1
    of the Exchange Act, to facilitate repurchases of its common
    stock pursuant to its share repurchase program (the August
    Trading Plan). The August Trading Plan became effective on
    September 8, 2008 and expired on January 10, 2009. On
    November 10, 2008, the Company entered into an additional
    Rule 10b5-1
    plan (the November 2008 Trading Plan). The November
    2008 Trading Plan became effective on January 1, 2009 and
    expires on December 31, 2009 unless terminated earlier in
    accordance with its terms. On February 11, 2009, our Board
    of Directors authorized the repurchase of an additional three
    million shares under the program. 41




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Item 6.
    Selected
    Financial Data  Form 10-K.
  Years Ended December 31,2008


2007


2006


2005


2004(Dollars in thousands, except per share data)Statement of Operations Data:Revenues:Premium

$
4,444,623


$
3,872,210


$
2,795,810


$
2,311,599


$
1,813,391Investment income and other


71,383



73,320



39,279



18,310



10,340Total revenues


4,516,006



3,945,530



2,835,089



2,329,909



1,823,731Expenses:Health benefits


3,618,261



3,216,070



2,266,017



1,957,196



1,469,097Selling, general and administrative


607,897



499,000



369,896



258,446



191,915Litigation settlement


234,205















Depreciation and amortization


37,385



31,604



25,486



26,948



20,750Interest


11,170



12,291



608



608



731Total expenses


4,508,918



3,758,965



2,662,007



2,243,198



1,682,493Income before income taxes


7,088



186,565



173,082



86,711



141,238Income tax expense


57,750



70,115



65,976



33,060



55,224Net (loss) income

$
(50,662
)

$
116,450


$
107,106


$
53,651


$
86,014Basic net (loss) income per share

$
(0.96
)

$
2.21


$
2.07


$
1.05


$
1.73Weighted average number of shares outstanding


52,816,674



52,595,503



51,863,999



51,213,589



49,721,945Diluted net (loss) income per share

$
(0.96
)

$
2.16


$
2.02


$
1.02


$
1.66Weighted average number of common shares and dilutive potential
    common shares outstanding


52,816,674



53,845,829



53,082,933



52,857,682



51,837,579   December 31,2008


2007


2006


2005


2004(Dollars in thousands)Balance Sheet Data:Cash and cash equivalents and short and long-term investments

$
1,337,423


$
1,067,294


$
776,273


$
587,106


$
612,059Total assets


1,964,965



2,088,621



1,345,695



1,093,588



919,850Long-term debt, less current portion


303,826



361,458











Total liabilities


1,114,487



1,174,714



577,110



452,034



351,138Stockholders equity


850,478



913,907



768,585



641,554



568,712  42




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
    Summary
    Highlights for the Year Ended December 31,
    2008
  
    Total revenues increased to $4.5 billion, or 14.5% over the
    year ended December 31, 2007;
    Risk membership increased to 1,579,000, or 3.3% compared to that
    as of December 31, 2007;
    Began serving individuals in New Mexicos CoLTS program in
    August 2008;
    Expanded geographic coverage in four new counties in Florida,
    effective October 1, 2008, and retained all existing
    counties for the Florida Healthy Kids program through a
    competitive bidding process;
    Entered into an agreement to provide Medicaid managed care
    services to TANF and CHIP populations in Nevada beginning
    February 1, 2009;
    Concluded our ASO contract in West Tennessee effective
    October 31, 2008;
    Exited the District of Columbia market effective June 30,
    2008;
    Entered into an agreement to sell the rights to provide managed
    care services under our South Carolina subsidiarys
    Medicaid contract; and
    Reached a comprehensive settlement agreement concluding the
    civil qui tamlitigation relating to certain marketing
    practices of the Companys former Illinois subsidiary.  Revenue
    Growth in 2008
  Premium
    Revenue
       43




---



##### Table of Contents



Investment
    Income and Other Revenue
      Operating
    Costs
  Health
    benefits expenses
    Selling,
    general and administrative expenses
    Qui
    Tam Litigation Settlement
  qui
    tam
 44




---



##### Table of Contents



Opportunities
    for Future Membership Growth
  New
    Mexico
        Nevada
      Business
    Strategy
    Other
    Market Updates
  South
    Carolina
    West
    Tennessee
   45




---



##### Table of Contents



District
    of Columbia
    Contingencies
  Item 3.
    Legal
    Proceedings  Purchase
    Agreement Litigation
      No. C-8-09.
   46




---



##### Table of Contents



Risk
    Sharing Receivable
  no. 153-232258-08,
    Other
    Litigation
    Discussion
    of Critical Accounting Policies
    Revenue
    recognition
   47




---



##### Table of Contents



Estimating
    health benefits expense and claims payable
      39-month
 48




---



##### Table of Contents



Completion Factor

Increase (Decrease) inIncrease (Decrease) in Factor

Medical Claims Payable(1)(In millions)(0.50)%

$
42.0(0.25)%

$
21.00.25%

$
(21.0
)0.50%

$
(42.0
)     (1)
    
    Reflects estimated potential changes in health benefits expenses
    and medical claims payable caused by changes in completion
    factors used in developing medical claims payable estimates for
    older periods, generally periods prior to the most recent three
    months.    Medical Cost PMPM Trend

Increase (Decrease) inIncrease (Decrease) in Factor

Medical Claims Payable(1)(In millions)5.0%

$
6.52.5%

$
3.2(2.5)%

$
(3.2
)(5.0)%

$
(6.5
)  49




---



##### Table of Contents



(1)
    
    Reflects estimated potential changes in health benefits expenses
    and medical claims payable caused by changes in medical costs
    PMPM trend data used in developing medical claims payable
    estimates for the most recent three months.          2008


2007


2006Medical claims payable as of January 1

$
541,173


$
385,204


$
348,679Health benefits expenses incurred during the year:Related to current year


3,679,107



3,284,302



2,328,863Related to prior years


(60,846
)


(68,232
)


(62,846
)Total incurred


3,618,261



3,216,070



2,266,017Health benefits payments during the year:Related to current year


3,197,732



2,769,331



1,971,505Related to prior years


425,595



290,770



257,987Total payments


3,623,327



3,060,101



2,229,492Medical claims payable as of December 31

$
536,107


$
541,173


$
385,204Current year medical claims paid as a percent of current year
    health benefits expenses incurred


86.9
%


84.3
%


84.7
%Health benefits expenses incurred related to prior years as a
    percent of prior year medical claims payable as of December 31


(11.2
)%


(17.7
)%


(18.0
)%Health benefits expenses incurred related to prior years as a
    percent of the prior years health benefits expenses
    related to current year


(1.9
)%


(2.9
)%


(3.2
)%    50




---



##### Table of Contents



Premium
    Deficiency Reserves
    Income
    taxes
  Accounting for Income Taxes
     51




---



##### Table of Contents



qui tam qui tam qui tam qui tam
  Form 10-K.
  Goodwill
    and intangible assets
  Goodwill and
    Other Intangible Assets
  Recent
    Accounting Standards
  Accounting for
    Uncertainty in Income Taxes.
  Fair Value Measurements
   52




---



##### Table of Contents



157-3 (FSP 157-3), Determining the Fair Value of a Financial Asset When the
    Market for That Asset is Not Active FSP 157-3. FAS 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2),
  
    Initial measurement of employee termination benefits incurred;
    Initial measurement of intangible assets acquired in business
    combinations; and
    Measurement of long-lived assets upon recognition of an
    impairment charge.      14-a), Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement). 14-a 14-a 14-a 14-a.
  Business Combinations
 53




---



##### Table of Contents



Results
    of Operations
    Years Ended December 31,2008


2007


2006Premium revenue


98.4
%


98.1
%


98.6
%Investment income and other


1.6



1.9



1.4Total revenues


100.0
%


100.0
%


100.0
%Health benefits(1)


81.4
%


83.1
%


81.1
%Selling, general and administrative expenses


13.5
%


12.6
%


13.0
%Income before income taxes


0.2
%


4.7
%


6.1
%Net (loss) income


(1.1
)%


3.0
%


3.8
%     (1)
    
    The health benefits ratio is shown as a percentage of premium
    revenue because there is a direct relationship between the
    premium received and the health benefits provided.    Years Ended December 31,


Years Ended December 31,% Change








% Change2008


2007


2008-2007


2007


2006


2007-2006Revenues:Premium

$
4,444.6


$
3,872.2



14.8
%

$
3,872.2


$
2,795.8



38.5
%Investment income and other


71.4



73.3



(2.6
)%


73.3



39.3



86.7
%Total revenues


4,516.0



3,945.5



14.5
%


3,945.5



2,835.1



39.2
%Expenses:Health benefits


3,618.3



3,216.1



12.5
%


3,216.1



2,266.0



41.9
%Selling, general and administrative


607.9



499.0



21.8
%


499.0



369.9



34.9
%Litigation settlement


234.2








*










Depreciation and amortization


37.4



31.6



18.3
%


31.6



25.5



24.0
%Interest


11.2



12.3



(9.1
)%


12.3



0.6



1921.5
%Total expenses


4,509.0



3,759.0



20.0
%


3,759.0



2,662.0



41.2
%Income before income taxes


7.1



186.6



(96.2
)%


186.6



173.1



7.8
%Income tax expense


57.8



70.1



(17.6
)%


70.1



66.0



6.3
%Net (loss) income

$
(50.7
)

$
116.5




*

$
116.5


$
107.1



8.7
%Diluted net (loss) income per common share

$
(0.96
)

$
2.16




*

$
2.16


$
2.02



6.9
%     *
    
    Not meaningful.  Revenues
   54




---



##### Table of Contents



December 31,Market

2008


2007


2006Texas(1)


455,000



460,000



406,000Florida


237,000



206,000



202,000Georgia


206,000



211,000



227,000Tennessee(2)


187,000



356,000



Maryland


169,000



152,000



145,000New York


110,000



112,000



126,000New Jersey


105,000



98,000



102,000Ohio


58,000



54,000



46,000Virginia


25,000



24,000



22,000South Carolina


16,000







New Mexico


11,000







District of Columbia(3)






38,000



40,000Total


1,579,000



1,711,000



1,316,000     (1)
    
    Included in the Texas membership are approximately 13,000 and
    14,000 members under an ASO contract in 2007 and 2006,
    respectively. This contract terminated February 29, 2008.(2)
    
    Included in the Tennessee membership are approximately 170,000
    members under an ASO contract in 2007. This contract terminated
    October 31, 2008.(3)
    
    The contract with the District of Columbia terminated
    June 30, 2008.       55




---



##### Table of Contents



Health
    benefits
    start-up
  Selling,
    general and administrative (SG&A)
    expenses
    
    an increase in salaries and benefits primarily due to wage rate
    increases, increases in employee healthcare benefit expenses,
    and increased earnings-based compensation as a result of
    favorable operating performance;
    an increase in experience rebate expense in Texas due to
    favorable results in that market; and
    the write-off of goodwill related to our market exits in West
    Tennessee and the District of Columbia.    
    a growth in salaries and benefits expenses due to a 19.6%
    increase in the number of employees;
    an increase in premium taxes from revenue growth in markets
    where the tax is levied; and
    an increase in experience rebate expense in Texas driven by two
    factors: an accrual of $7.4 million associated with the
    resolution of audit items on all open experience rebate reports
    for prior years; and the experience rebate expense associated
    with the favorable operational performance in the State.    Depreciation
    and amortization expense
   56




---



##### Table of Contents



Interest
    expense
    Provision
    for income taxes
  qui tam qui tam
    Net
    income (loss)
  qui tam
    2009
    Income Statement Reclassifications
    Liquidity
    and Capital Resources
       57




---



##### Table of Contents



Financing
    Activities
  Credit
    Agreement
  qui tam
 58




---



##### Table of Contents



Convertible
    Senior Notes
  Form S-3
    and/or and/or
 59




---



##### Table of Contents



Universal
    Automatic Shelf Registration
    Stock
    Repurchase Program
    Cash
    and Investments
  qui tam
     60




---



##### Table of Contents



28-35 days
 61




---



##### Table of Contents



Contractual
    Obligations
    Contractual Obligations

Total


2009


2010


2011


2012


2013


ThereafterLong-term obligations

$
326,079


$
6,834


$
6,812


$
6,799


$
305,634


$



$
Operating lease obligations


91,244



14,783



13,971



13,263



12,354



7,724



29,149Total contractual obligations

$
417,323


$
21,617


$
20,783


$
20,062


$
317,988


$
7,724


$
29,149   Operating Lease Obligations.
  Long-term Obligations.
  Off-Balance
    Sheet Arrangements
    Commitments
    Inflation
   62




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Accounting for Derivative Instruments and
    Hedging Activities.
   63




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
           Accounting for Uncertainty in Income Taxes.
  Internal Control  Integrated
    Framework
  
   64




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  AMERIGROUP
    CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
 (Dollars
    in thousands, except per share data)
  December 31,2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
763,272


$
487,614Short-term investments


97,466



199,947Restricted investments held as collateral






351,318Premium receivables


86,595



82,940Deferred income taxes


25,347



23,475Provider and other receivables


27,468



43,913Prepaid expenses and other


14,813



39,001Total current assets


1,014,961



1,228,208Long-term investments


476,685



379,733Investments on deposit for licensure


94,978



89,485Property, equipment and software, net


103,747



97,933Deferred income taxes


9,298



12,075Other long-term assets


15,091



18,178Goodwill and other intangible assets, net of accumulated
    amortization of $32,202 and $29,986 at December 31, 2008
    and 2007, respectively


250,205



263,009Total assets

$
1,964,965


$
2,088,621LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Claims payable

$
536,107


$
541,173Accounts payable


6,810



6,775Unearned revenue


82,588



55,937Accrued payroll and related liabilities


62,469



47,965Accrued expenses and other


108,342



119,223Current portion of long-term debt


506



27,567Current portion of capital lease obligations






368Total current liabilities


796,822



799,008Long-term convertible debt


260,000



260,000Long-term debt, less current portion


43,826



101,458Other long-term liabilities


13,839



14,248Total liabilities


1,114,487



1,174,714Commitments and contingencies (note 14)Stockholders equity:Common stock, $0.01 par value. Authorized
    100,000,000 shares; issued and outstanding 52,673,363 and
    53,129,928 at December 31, 2008 and 2007, respectively


539



532Additional paid-in capital


434,578



412,065Accumulated other comprehensive loss


(4,022
)


Retained earnings


451,520



502,182882,615



914,779Less treasury stock at cost (1,207,510 and 25,713 shares at
    December 31, 2008 and December 31, 2007, respectively)


(32,137
)


(872
)Total stockholders equity


850,478



913,907Total liabilities and stockholders equity

$
1,964,965


$
2,088,621    65




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Years Ended December 31,2008


2007


2006(Dollars in thousands, except for per share data)Revenues:Premium

$
4,444,623


$
3,872,210


$
2,795,810Investment income and other


71,383



73,320



39,279Total revenues


4,516,006



3,945,530



2,835,089Expenses:Health benefits


3,618,261



3,216,070



2,266,017Selling, general and administrative


607,897



499,000



369,896Litigation settlement


234,205







Depreciation and amortization


37,385



31,604



25,486Interest


11,170



12,291



608Total expenses


4,508,918



3,758,965



2,662,007Income before income taxes


7,088



186,565



173,082Income tax expense


57,750



70,115



65,976Net (loss) income

$
(50,662
)

$
116,450


$
107,106Net (loss) income per share:Basic net (loss) income per share

$
(0.96
)

$
2.21


$
2.07Weighted average number of common shares outstanding


52,816,674



52,595,503



51,863,999Diluted net (loss) income per share

$
(0.96
)

$
2.16


$
2.02Weighted average number of common shares and dilutive potential
    common shares outstanding


52,816,674



53,845,829



53,082,933    66




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  AccumulatedAdditional


Other











TotalCommon stock


Paid-in


Comprehensive


Retained


Treasury Stock


StockholdersShares


Amount


capital


Loss


Earnings


Shares


Amount


equity(Dollars in thousands)Balances at January 1, 2006


51,567,340


$
516


$
371,744


$



$
269,294






$



$
641,554Common stock issued upon exercise of stock options, vesting of
    restricted stock grants, and purchases under the employee stock
    purchase plan


707,212



7



8,734



















8,741Compensation expense related to share-based payments










8,477



















8,477Tax benefit from exercise of stock options










2,611



















2,611Common stock redeemed for payment of stock option exercise


(1,728
)


















1,728



(51
)


(51
)Other


















147











147Net income


















107,106











107,106Balances at December 31, 2006


52,272,824



523



391,566







376,547



1,728



(51
)


768,585Common stock issued upon exercise of stock options, vesting of
    restricted stock grants, and purchases under the employee stock
    purchase plan


881,089



9



11,653



















11,662Compensation expense related to share-based payments










11,879



















11,879Tax benefit from exercise of stock options










4,664



















4,664Common stock redeemed for payment of employee taxes


(23,985
)


















23,985



(821
)


(821
)Purchase of convertible note hedge instruments










(52,702
)


















(52,702
)Deferred tax asset related to purchase of convertible note hedge
    instruments










19,343



















19,343Sale of warrant instruments










25,662



















25,662Cumulative effect of adoption of Financial Accounting Standards
    Board Interpretation No. 48 Accounting for Uncertainty in
    Income Taxes


















9,185











9,185Net income


















116,450











116,450Balances at December 31, 2007


53,129,928



532



412,065







502,182



25,713



(872
)


913,907Common stock issued upon exercise of stock options, vesting of
    restricted stock grants, and purchases under the employee stock
    purchase plan


725,232



7



10,241



















10,248Compensation expense related to share-based payments










10,381



















10,381Tax benefit from exercise of stock options










2,034



















2,034Common stock redeemed for payment of employee taxes


(18,770
)


















18,770



(618
)


(618
)Common stock repurchases


(1,163,027
)


















1,163,027



(30,647
)


(30,647
)Deferred tax asset related to purchase of convertible note hedge
    instruments










(143
)


















(143
)Unrealized loss on available-for-sale securities, net of tax














(4,022
)














(4,022
)Net loss


















(50,662
)










(50,662
)Balances at December 31, 2008


52,673,363


$
539


$
434,578


$
(4,022
)

$
451,520



1,207,510


$
(32,137
)

$
850,478    67




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2008


2007


2006(Dollars in thousands)Cash flows from operating activities:Net (loss) income

$
(50,662
)

$
116,450


$
107,106Adjustments to reconcile net (loss) income to net cash provided
    by operating activities:Depreciation and amortization


37,385



31,604



25,486Loss on disposal or abandonment of property, equipment and
    software


644



67



725Deferred tax expense (benefit)


3,112



(2,204
)


(12,214
)Compensation expense related to share-based payments


10,381



11,879



8,477Impairment of goodwill


8,808







Other


(441
)






Changes in assets and liabilities increasing (decreasing) cash
    flows from operations:Premium receivables


(3,655
)


(19,346
)


12,548Prepaid expenses, provider and other receivables and other
    current assets


41,183



(18,499
)


(21,683
)Other assets


788



(2,577
)


(647
)Claims payable


(5,066
)


155,969



36,525Accounts payable, accrued expenses and other current liabilities


5,557



39,464



57,144Unearned revenue


26,651



29,821



21,764Other long-term liabilities


(409
)


8,112



420Net cash provided by operating activities


74,276



350,740



235,651Cash flows from investing activities:Purchase of restricted investments held as collateral






(402,812
)


Release of restricted investments held as collateral


351,318



51,494



Purchase of convertible note hedge instruments






(52,702
)


Proceeds from sale of warrant instruments






25,662



Purchase of trading securities


(17,850
)






Proceeds from sale of available-for-sale securities


121,039



683,740



561,053Purchase of available-for-sale securities


(78,864
)


(667,225
)


(587,891
)Proceeds from redemption of held-to-maturity securities


617,025



524,458



383,466Purchase of held-to-maturity securities


(644,431
)


(521,098
)


(641,099
)Purchase of contract rights and related assets






(11,733
)


Purchase of property and equipment and software


(37,034
)


(40,334
)


(41,102
)Proceeds from redemption of investments on deposit for licensure


68,404



63,339



50,006Purchase of investments on deposit for licensure


(73,897
)


(84,313
)


(61,860
)Purchase price adjustment received (paid)


1,500







(4,766
)Net cash provided by (used in) investing activities


307,210



(431,524
)


(342,193
)Cash flows from financing activities:Proceeds from issuance of convertible notes






260,000



Borrowings under credit facility






351,318



Repayment of borrowings under credit facility


(84,028
)


(222,293
)


Payment of debt issuance costs






(11,732
)


Net increase (decrease) in bank overdrafts


2,192



(1,097
)


1,397Payment of capital lease obligations


(368
)


(842
)


(1,607
)Customer funds administered


(5,259
)Proceeds from exercise of stock options and employee stock
    purchases


10,248



11,662



8,690Repurchase of common stock shares


(30,647
)






Tax benefit related to exercise of stock options


2,034



4,664



2,611Net cash (used in) provided by financing activities


(105,828
)


391,680



11,091Net increase (decrease) in cash and cash equivalents


275,658



310,896



(95,451
)Cash and cash equivalents at beginning of year


487,614



176,718



272,169Cash and cash equivalents at end of year

$
763,272


$
487,614


$
176,718Non-cash disclosures:Common stock redeemed for payment of employee taxes

$
(618
)

$
(821
)

$
(51
)Cumulative effect of adoption of Financial Accounting Standards
    Board Interpretation No. 48, Accounting for Uncertainty
    in Income Taxes

$



$
9,185


$
Deferred tax asset related to purchase of convertible note hedge
    instruments

$
(143
)

$
19,343


$
Supplemental disclosures of cash flow information:Cash paid for interest

$
12,832


$
10,073


$
576Cash paid for income taxes

$
27,977


$
77,931


$
65,917    68




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##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    December 31, 2008, 2007 and 2006
    (Dollars in thousands, except for per share data)
  (1)
    Corporate
    Organization and Principles of Consolidation  (a)
    Corporate
    Organization      (b)
    Principles
    of Consolidation    (2)
    Summary
    of Significant Accounting Policies and Practices  (a)
    Cash
    Equivalents    (b)
    Short
    and Long-Term Investments and Investments on Deposit for
    Licensure  available-for-sale held-to-maturity. Held-to-maturity held-to-maturity available-for-sale. available-for-sale. held-to-maturity.
  Held-to-maturity held-to-maturity held-to-maturity
   69




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##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  available-for-sale available-for-sale
  available-for-sale available-for-sale
      Fair Value Measurements at Reporting Date UsingQuoted Prices in





SignificantActive Markets for


Significant Other


UnobservableIdentical Assets


Observable Inputs


Inputs(Level 1)


(Level 2)


(Level 3)Cash and cash equivalents

$
763,272


$
763,272


$



$
Auction rate securities


71,640











71,640Forward contract related to auction rate securities


2,014











2,014Total assets measured at fair value

$
836,926


$
763,272


$



$
73,654  70




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fair ValueMeasurementsUsing SignificantUnobservableInputs(Level 3)Auction RateSecuritiesBalance at December 31, 2007

$
Transfers to Level 3


92,550Total unrealized losses included in other comprehensive loss


(6,372
)Total realized losses included in earnings


(224
)Purchases and settlements, net


(12,300
)Balance at December 31, 2008

$
73,654   (c)
    Property
    and Equipment    Leasehold improvements


3-15 yearsFurniture and fixtures


7 yearsEquipment


3-5 years   (d)
    Software  98-1, Accounting for the Costs of Software Developed or Obtained
    for Internal Use
  (e)
    Goodwill
    and Other Intangibles  Goodwill and Other Intangible Assets Impairment or Disposal of
    Long-Lived Assets
 71




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (f)
    Other
    Assets    (g)
    Income
    Taxes  Accounting for Income
    Taxes
        qui tam qui tam qui tam qui tam
  (h)
    Premium
    Taxes    (i)
    Stock-Based
    Compensation  Shared-Based Payment
 72




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (j)
    Premium
    Revenue  and/or
  (k)
    Experience
    Rebate Payable    (l)
    Claims
    Payable   73




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007


2006Medical claims payable as of January 1

$
541,173


$
385,204


$
348,679Health benefits expenses incurred during the year:Related to current year


3,679,107



3,284,302



2,328,863Related to prior years


(60,846
)


(68,232
)


(62,846
)Total incurred


3,618,261



3,216,070



2,266,017Health benefits payments during the year:Related to current year


3,197,732



2,769,331



1,971,505Related to prior years


425,595



290,770



257,987Total payments


3,623,327



3,060,101



2,229,492Medical claims payable as of December 31

$
536,107


$
541,173


$
385,204Current year medical claims paid as a percent of current year
    health benefits expenses incurred


86.9
%


84.3
%


84.7
%Health benefits expenses incurred related to prior years as a
    percent of prior year medical claims payable as of December 31


(11.2
)%


(17.7
)%


(18.0
)%Health benefits expenses incurred related to prior years as a
    percent of the prior years health benefits expenses
    related to current year


(1.9
)%


(2.9
)%


(3.2
)%        74




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (m)
    Stop-loss
    Coverage    (n)
    Impairment
    of Long-Lived Assets    Business Combinations
  (o)
    Net
    Income (Loss) Per Share    (p)
    Use of
    Estimates    (q)
    Reclassifications   75




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (r)
    Recent
    Accounting Standards  Accounting for
    Uncertainty in Income Taxes
  Fair Value Measurements
    157-3 (FSP 157-3), Determining the Fair Value of a Financial Asset When the
    Market for That Asset is Not Active FSP 157-3. FAS 157-2, Effective Date of FASB Statement No. 157
  
    Initial measurement of employee termination benefits incurred;
    Initial measurement of intangible assets acquired in business
    combinations; and
    Measurement of long-lived assets upon recognition of an
    impairment charge.      14-a 14-a), Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement) 14-a
 76




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14-a 14-a 14-a.
  Business Combinations
  (s)
    Risks
    and Uncertainties     77




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (3)
    Short and
    Long-Term Investments and Investments on Deposit for
    Licensure  available-for-sale held-to-maturity
  Gross


GrossUnrealized


UnrealizedAmortized


Holding


Holding


FairCost


Gains


Losses


Value2008:Held-to-maturity
    (carried at amortized cost):Corporate bonds

$
13,985


$
2


$
99


$
13,888Debt securities of government sponsored entities


83,481



644







84,125Total

$
97,466


$
646


$
99


$
98,0132007:Auction rate securities 
    available-for-sale
    (carried at fair value)

$
104,575


$



$



$
104,575Held-to-maturity
    (carried at amortized cost):Commercial paper

$
79,092


$
15


$
6


$
79,101Debt securities of government sponsored entities


14,377



10



5



14,382Municipal bonds


1,903



3







1,906Total

$
95,372


$
28


$
11


$
95,389  78




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  available-for-sale held-to-maturity
  Gross


GrossUnrealized


UnrealizedAmortized


Holding


Holding


FairCost


Gains


Losses


Value2008:Available-for-sale
    securities (carried at
    fair-value):Auction rate securities, maturing between one year and five years

$
4,000


$



$
390


$
3,610Auction rate securities, maturing greater than ten years


58,400







5,982



52,418Total
    available-for-sale
    securities

$
62,400


$



$
6,372


$
56,028Held-to-maturity
    (carried at amortized cost):Corporate bonds, maturing between one year

$
20,962


$



$
1,115


$
19,847Corporate bonds, maturing between one year and five years


26,602



8



326



26,284Corporate bonds  FDIC backed  maturing
    between one year and five years


39,259



731







39,990Debt securities of government sponsored entities, maturing
    within one year


17,212



255







17,467Debt securities of government sponsored entities, maturing
    between one year and five years


301,010



4,775



29



305,756Total
    held-to-maturity
    securities

$
405,045


$
5,769


$
1,470


$
409,3442007:Held-to-maturity
    (carried at amortized cost):Municipal bonds, maturing within one year

$
2,897


$
2


$



$
2,899Debt securities of government sponsored entities, maturing
    within one year


40,428



98







40,526Debt securities of government sponsored entities, maturing
    between one year and five years


336,408



1,708



8



338,108Total

$
379,733


$
1,808


$
8


$
381,533    79




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Purchase


Realized


Realized


FairAmount


Gains


Losses


Value2008:Trading securities (carried at fair-value):Auction rate securities, maturing greater than ten years

$
17,850


$



$
2,238


$
15,612      80




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  held-to-maturity
  Gross


GrossUnrealized


UnrealizedAmortized


Holding


Holding


FairCost


Gains


Losses


Value2008:Cash

$
479


$



$



$
479Money market funds


39,924











39,924Held-to-maturity
    (carried at amortized cost):U.S. Treasury securities, maturing within one year


15,368



173







15,541U.S. Treasury securities, maturing between one year and five
    years


2,678



110







2,788U.S. Treasury securities, maturing between five years and ten
    years


589



11







600Debt securities of government sponsored entities, maturing
    within one year


937



13







950Debt securities of government sponsored entities, maturing
    between one year and five years


34,901



341







35,242Debt securities of government sponsored entities, maturing
    between five and ten years


102



6







108Total

$
94,978


$
654


$



$
95,6322007:Money market funds

$
24,206


$



$



$
24,206Held-to-maturity
    (carried at amortized cost):U.S. Treasury securities, maturing within one year


13,622



34



4



13,652U.S. Treasury securities, maturing between one year and five
    years


2,373



134







2,507U.S. Treasury securities, maturing between five years and ten
    years


583



48







631Debt securities of government sponsored entities, maturing
    within one year


7,459



12







7,471Debt securities of government sponsored entities, maturing
    between one year and five years


40,866



203







41,069Debt securities of government sponsored entities, maturing
    between five and ten years


376



6



2



380Total

$
89,485


$
437


$
6


$
89,916  81




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  available-for-sale held-to-maturity other-than-temporarily
  Less than 12 Months


12 Months or GreaterGross








GrossUnrealized


Total





Unrealized


TotalFair


Holding


Number of


Fair


Holding


Number ofValue


Losses


Securities


Value


Losses


Securities2008:Auction rate securities

$
56,028


$
6,372



17


$



$




Corporate bonds


54,579



1,540



22











Debt securities of government sponsored entities


4,980



29



3











Total temporarily impaired securities

$
115,587


$
7,941



42


$



$




   held-to-maturity other-than-temporarily
  Less than 12 Months


12 Months or GreaterGross








GrossUnrealized


Total





Unrealized


TotalFair


Holding


Number of


Fair


Holding


Number ofValue


Losses


Securities


Value


Losses


Securities2007:Commercial paper

$
23,760


$
6



5


$



$




Debt securities of government sponsored entities


10,869



13



5



118



2



1U.S. Treasury securities


6,606



4



1











Total temporarily impaired securities

$
41,235


$
23



11


$
118


$
2



1     (4)
    Property,
    Equipment and Software, Net    2008


2007Leasehold improvements

$
33,134


$
32,594Furniture and fixtures


21,791



20,299Equipment


71,890



68,577Software


117,908



90,993244,723



212,463Less accumulated depreciation and amortization


(140,976
)


(114,530
)Total

$
103,747


$
97,933  82




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (5)
    Market
    Exits  (a)
    South
    Carolina    (b)
    West
    Tennessee      (c)
    District
    of Columbia    (6)
    Summary
    of Goodwill and Acquired Intangible Assets    2008


2007Gross Carrying


Accumulated


Weighted


Gross Carrying


Accumulated


WeightedAmount


Amortization


Average Life


Amount


Amortization


Average LifeGoodwill

$
254,840


$
(5,493
)


n/a


$
265,532


$
(5,773
)


n/aMembership rights and provider contracts


25,971



(25,113
)


9



25,867



(22,675
)


9Non-compete agreements and trademarks


1,596



(1,596
)


n/a



1,596



(1,538
)


2Total

$
282,407


$
(32,202
)





$
292,995


$
(29,986
)  83




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Estimatedamortizationexpense2009

$
4152010


1882011


1062012


652013


47   (7)
    Income
    Taxes    Years Ended December 31,2008


2007


2006Income taxes from continuing operations

$
57,750


$
70,115


$
65,976Stockholders equity, tax benefit on exercise of stock
    options


(2,034
)


(4,664
)


(2,611
)Stockholders equity, tax benefit related to unrealized
    loss on
    available-for-sale
    securities


(2,350
)






$
53,366


$
65,451


$
63,365     Current


Deferred


TotalYear ended December 31, 2008:U.S. Federal

$
46,445


$
2,715


$
49,160State and local


8,193



397



8,590$
54,638


$
3,112


$
57,750Year ended December 31, 2007:U.S. Federal

$
64,771


$
(2,676
)

$
62,095State and local


7,548



472



8,020$
72,319


$
(2,204
)

$
70,115Year ended December 31, 2006:U.S. Federal

$
67,014


$
(10,917
)

$
56,097State and local


11,176



(1,297
)


9,879$
78,190


$
(12,214
)

$
65,976  84




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2008


2007


2006Amount


%


Amount


%


Amount


%Tax expense at statutory rate

$
2,481



35.0


$
65,298



35.0


$
60,579



35.0Increase in income taxes resulting from:State and local income taxes, net of Federal income tax effect


5,750



81.1



5,354



2.9



6,121



3.5Qui Tam settlement payment, net non-deductible amount


48,724



687.4















Effect of nondeductible expenses and other, net


795



11.2



(537
)


(0.3
)


(724
)


(0.4
)Total income tax expense

$
57,750



814.7


$
70,115



37.6


$
65,976



38.1    85




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##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2008


2007Deferred tax assets:Estimated claims incurred but not reported, a portion of which
    is deductible as paid for tax purposes

$
7,209


$
8,274Vacation, bonus, stock compensation and other accruals,
    deductible as paid for tax purposes


22,567



19,051Accounts receivable allowances, deductible as written off for
    tax purposes


4,814



4,913Start-up
    costs, deductible in future periods for tax purposes


77



85Unearned revenue, a portion of which is includible in income as
    received for tax purposes


6,247



4,207Convertible bonds original issue discount


13,308



16,865Unrealized losses on
    available-for-sale
    securities


2,350



Long term debt issuance costs, due to timing differences in book
    and tax amortization


736



State net operating loss/credit carryforwards, deductible in
    future periods for tax purposes


872



1,322Gross deferred tax asset


58,180



54,717Deferred tax liabilities:Goodwill, due to timing differences in book and tax amortization


(3,590
)


(3,097
)Property and equipment, due to timing differences in book and
    tax depreciation


(17,864
)


(13,519
)Deductible prepaid expenses and other


(2,081
)


(2,551
)Gross deferred tax liabilities


(23,535
)


(19,167
)Net deferred tax asset

$
34,645


$
35,550        86




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    AmountBalance at January 1, 2008

$
901Additions based on tax positions for current year


Additions for tax positions of prior years


102Reductions for tax positions of prior years


Settlements


(51
)Balance at December 31, 2008

$
952       (8)
    Long-Term
    Debt    2008


2007Credit and Guaranty Agreement

$
44,332


$
129,0252.0% Convertible Senior Notes due May 15, 2012


260,000



260,000$
304,332


$
389,025        87




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Convertible
    Senior Notes
  Form S-3
    and/or and/or
 88




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Principal


Interest


Total2009

$
506


$
6,328


$
6,8342010


506



6,306



6,8122011


506



6,293



6,7992012


302,814



2,820



305,634Thereafter










Total debt

$
304,332


$
21,747


$
326,079   (9)
    Stock
    Option Plan         89




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted-AverageAggregate


RemainingWeighted-Average


Intrinsic


Contractual TermShares


Exercise Price


Value


(Years)Outstanding at December 31, 2007


4,504,495


$
25.11Granted


1,629,357



27.80Exercised


(535,402
)


15.65Expired


(90,652
)


39.57Forfeited


(93,410
)


28.89Outstanding at December 31, 2008


5,414,388


$
27.17


$
24,877



4.77Exercisable as of December 31, 2008


3,728,704


$
26.64


$
21,629



4.18     Years Ended December 31,2008

2007

2006Expected volatility

43.25% - 46.65%

43.50% - 44.31%

44.35% - 45.32%Weighted-average stock price volatility

44.95%

43.99%

45.11%Expected option life

1.14 - 7.00 years

2.00 - 7.00 years

2.40 - 5.56 yearsRisk-free interest rate

1.67% - 3.36%

3.42% - 4.82%

4.52% - 5.11%Dividend yield

None

None

None     i.
    the expected life of each award granted was calculated using the
    simplified method in accordance with Staff
    Accounting Bulletin No. 107 which uses the vesting period,
    generally quarterly over four years, and the option term,
    generally seven years, to calculate the expected life of the
    option;ii.
    expected volatility is based on historical volatility
    levels; andiii.
    the risk-free interest rate is based on the implied yield
    currently available on U.S. Treasury zero coupon issues
    with a remaining term equal to the expected life.      Years Ended December 31,2008

2007

2006Cash received upon exercise of options

$
10,248


$
11,662


$
8,690Related tax benefit realized


2,034



4,664



2,611    90




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted-AverageGrant Date FairShares


ValueNon-vested balance at December 31, 2007


276,682


$
27.94Granted


213,162



27.98Vested


(85,592
)


27.74Expired






Forfeited


(53,903
)


26.34Non-vested balance at December 31, 2008


350,349


$
28.26         (10)
    Employee
    Stock Purchase Plan   91




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Six Month Offering Periods EndingDecember 31,


June 30,


December 31,


June 30,


December 31,


June 30,2008


2008


2007


2007


2006


2006Expected volatility


44.27
%


43.28
%


43.62
%


44.52
%


44.90
%


45.65
%Expected term


6 months



6 months



6 months



6 months



6 months



6 monthsRisk-free interest rate


2.17
%


3.49
%


4.95
%


5.07
%


5.24
%


4.16
%Divided yield


None



None



None



None



None



None     Six Month Offering Periods EndingDecember 31,

June 30,

December 31,

June 30,

December 31,

June 30,2008

2008

2007

2007

2006

2006Grant-date fair value

$
5.74


$
10.00


$
6.58


$
10.01


$
8.70


$
5.46     (11)
    Stock
    Repurchase Program   92




---



##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (12)
    Earnings
    Per Share    Years Ended December 31,2008


2007


2006Basic net (loss) income per share:Net (loss) income

$
(50,662
)

$
116,450


$
107,106Weighted average number of common shares outstanding


52,816,674



52,595,503



51,863,999Basic net (loss) income per share

$
(0.96
)

$
2.21


$
2.07Diluted net (loss) income per share:Net (loss) income

$
(50,662
)

$
116,450


$
107,106Weighted average number of common shares outstanding


52,816,674



52,595,503



51,863,999Dilutive effect of stock options, convertible senior notes and
    warrants (as determined by applying the treasury stock method)






1,250,326



1,218,934Weighted average number of common shares and dilutive potential
    common shares outstanding


52,816,674



53,845,829



53,082,933Diluted net (loss) income per share

$
(0.96
)

$
2.16


$
2.02      93




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##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (13)
    Fair
    Value of Financial Instruments            (14)
    Commitments
    and Contingencies  (a)
    Minimum
    Reserve Requirements    (b)
    Malpractice    (c)
    Lease
    Agreements    2008


2007Equipment

$
7,822


$
8,071Accumulated amortization


(7,822
)


(7,572
)$



$
499    94




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##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    OperatingLeases2009

$
14,7832010


13,9712011


13,2632012


12,3542013


7,724Thereafter


29,149Total minimum lease payments

$
91,244     (d)
    Deferred
    Compensation Plans       95




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##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (e) Legal
    Proceedings
  Purchase
    Agreement Litigation
      No. C-8-09.
      Risk
    Sharing Receivable
   96




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##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  no. 153-232258-08,
    Qui
    Tam Litigation Settlement
  qui
    tam
  Other
    Litigation
    (f)
    Other
    Contingencies  Florida
    Behavioral Health
   97




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##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (15)
    Parent
    Financial Statements    CONDENSED
    BALANCE SHEETS
  December 31,2008


2007(Dollars in thousands)ASSETSCurrent assets:Cash and cash equivalents

$
256,126


$
73,502Short-term investments






123,944Restricted investments held as collateral






351,318Deferred income taxes


9,396



7,922Prepaid expenses and other


10,531



33,595Total current assets


276,053



590,281Long-term investments


53,706



8,999Investment in subsidiaries


844,031



702,488Property, equipment and software, net


84,312



78,706Deferred income taxes


9,907



13,235Other long-term assets


14,673



17,767Subordinated loan receivable






2,366Total assets

$
1,282,682


$
1,413,842LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
6,810


$
6,775Accrued payroll and related liabilities


62,469



47,965Accrued expenses and other


41,690



38,113Due to subsidiaries


3,064



3,441Current portion of long-term debt


506



27,567Current portion of capital lease obligations






368Total current liabilities


114,539



124,229Long-term convertible debt


260,000



260,000Long-term debt less current portion


43,826



101,458Other long-term liabilities


13,839



14,248Total liabilities


432,204



499,935Stockholders equity:Common stock, $0.01 par value. Authorized
    100,000,000 shares; issued and outstanding 52,673,363 and
    53,129,928 at December 31, 2008 and 2007, respectively


539



532Additional
    paid-in-capital


434,578



412,065Accumulated other comprehensive loss


(3,207
)


Retained earnings


450,705



502,182882,615



914,779Less treasury stock at cost (1,207,510 and 25,713 shares at
    December 31, 2008 and December 31, 2007, respectively)


(32,137
)


(872
)Total stockholders equity


850,478



913,907Total liabilities and stockholders equity

$
1,282,682


$
1,413,842  98




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##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    STATEMENTS OF OPERATIONS
  Years Ended December 31,2008


2007


2006(Dollars in thousands, except per share data)Revenues:Service fees from subsidiaries

$
291,350


$
279,686


$
236,661Investment income and other


15,309



27,596



6,728Total revenues


306,659



307,282



243,389Expenses:Selling, general and administrative


228,155



218,785



186,810Litigation settlement


234,205







Depreciation and amortization


27,626



24,292



17,089Interest


10,038



12,282



608Total expenses


500,024



255,359



204,507(Loss) income before income taxes and equity earnings in
    subsidiaries


(193,365
)


51,923



38,882Income tax benefit (expense)


17,455



(19,576
)


(13,705
)Equity earnings in subsidiaries


125,248



84,103



81,929Net (loss) income

$
(50,662
)

$
116,450


$
107,106Net income per share:Basic net (loss) income per share

$
(0.96
)

$
2.21


$
2.07Weighted average number of shares outstanding


52,816,674



52,595,503



51,863,999Diluted net (loss) income per share

$
(0.96
)

$
2.16


$
2.02Weighted average number of common shares and dilutive potential
    common shares outstanding


52,816,674



53,845,829



53,082,933  99




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##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    STATEMENTS OF CASHFLOWS
  Years Ended December 31,2008


2007


2006(Dollars in thousands)Cash flows from operating activities:Net (loss) income

$
(50,662
)

$
116,450


$
107,106Adjustments to reconcile net (loss) income to net cash (used in)
    provided by operating activities:Depreciation and amortization


27,626



24,292



17,089Loss on disposal or abandonment of property, equipment and
    software


402



84



269Deferred tax expense (benefit)


3,595



(628
)


(10,882
)Compensation expense related to share-based payments


10,381



11,879



8,477Other


(384
)






Changes in assets and liabilities increasing (decreasing) cash
    flows from operations:Equity earnings in subsidiaries


(125,248
)


(84,103
)


(81,929
)Unearned revenue






(5,561
)


Prepaid expenses and other current assets


23,064



(3,095
)


(18,357
)Other assets


795



(2,359
)


(672
)Accounts payable and other current liabilities


17,498



13,450



43,904Other long-term liabilities


(409
)


8,112



420Net cash (used in) provided by operating activities


(93,342
)


78,521



65,425Cash flows from investing activities:Release (purchase) of restricted investments held as collateral,
    net


351,318



(351,318
)


Purchase of convertible note hedge instruments






(52,702
)


Proceeds from sale of warrant instruments






25,662



Proceeds from sale of securities, net


71,980



147



5,462Purchase of property and equipment and software


(29,321
)


(27,918
)


(37,319
)Contributions made to subsidiaries


(87,390
)


(102,847
)


(87,291
)Dividends received from subsidiaries


70,151



70,519



34,151Net cash provided by (used in) investing activities


376,738



(438,457
)


(84,997
)Cash flows from financing activities:Change in due from and to subsidiaries, net


1,989



20,165



10,877Proceeds from issuance of convertible notes






260,000



Borrowings under credit facility






351,318



Repayment of borrowings under credit facility


(84,028
)


(222,293
)


Payment of debt issuance costs






(11,732
)


Payment of capital lease obligations


(368
)


(842
)


(1,607
)Proceeds from exercise of stock options and employee stock
    purchases


10,248



11,662



8,690Repurchase of common stock shares


(30,647
)






Tax benefit related to exercise of stock options


2,034



4,664



2,611Net cash (used in) provided by financing activities


(100,772
)


412,942



20,571Net increase in cash and cash equivalents


182,624



53,006



999Cash and cash equivalents at beginning of year


73,502



20,496



19,497Cash and cash equivalents at end of year

$
256,126


$
73,502


$
20,496  100




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##### Table of Contents



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (16)
    Quarterly
    Financial Data (unaudited)  Three Months Ended2008

March 31


June 30


September 30


December 31Premium revenues

$
1,065,766


$
1,111,181


$
1,105,759


$
1,161,917Health benefits expenses


874,921



911,471



885,774



946,095Selling, general and administrative expenses


144,530



148,084



161,520



153,763Income (loss) before income taxes


56,693



(175,886
)


64,532



61,749Net income (loss)


35,093



(162,539
)


39,435



37,349Diluted net income (loss) per share


0.65



(3.07
)


0.74



0.70Weighted average number of common shares and dilutive potential
    shares outstanding


54,403,315



52,953,851



53,494,690



53,345,226   Three Months Ended2007

March 31


June 30


September 30


December 31Premium revenues

$
819,594


$
985,952


$
1,013,620


$
1,053,044Health benefits expenses


683,308



818,848



840,749



873,165Selling, general and administrative expenses


106,117



121,401



129,941



141,541Income before income taxes


34,013



52,187



50,308



50,057Net income


21,293



32,787



31,248



31,122Diluted net income per share


0.40



0.61



0.58



0.57Weighted average number of common shares and dilutive potential
    shares outstanding


53,721,113



53,523,482



53,816,534



54,299,050  101




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation of Disclosure Controls and Procedures.
  Rules 13a-15(e) 15d-15(e)
  Internal Control over Financial Reporting.
  MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  Rules 13a-15(f) 15d-15(f)
  Internal
    Control  Integrated Framework
    Changes in Internal Controls
    Other
    
    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of the Company;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with U.S. generally accepted accounting
    principles, and that receipts and expenditures of the Company
    are being made only in accordance with authorizations of
    management and directors of the Company; and 102




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##### Table of Contents




    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use, or disposition of
    the Companys assets that could have a material effect on
    the consolidated financial statements.    Item 9B.
    Other
    Information       103




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control 
    Integrated Framework
        Internal Control  Integrated
    Framework
    
   104




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##### Table of Contents



PART III.  Item 10.
    Directors,
    Executive Officers and Corporate Governance          Item 11.
    Executive
    Compensation  Form 10-K,
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   PART IV.  Item 15.
    Exhibits
    and Financial Statement Schedules  Financial Statements.
    Financial Statement Schedules.
 105




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##### Table of Contents



Exhibits.
    Form 10-K,
  
    should not in all instances be treated as categorical statements
    of fact, but rather as a way of allocating the risk to one of
    the parties if those statements prove to be inaccurate;
    have been qualified by disclosures that were made to the other
    party in connection with the negotiation of the applicable
    agreement, which disclosures are not necessarily reflected in
    the agreement;
    may apply standards of materiality in a way that is different
    from what may be viewed as material to you or other
    investors; and
    were made only as of the date of the applicable agreement or
    such other date or dates as may be specified in the agreement
    and are subject to more recent developments.  Form 10-K http://www.sec.gov.
  ExhibitNumber

Description3
.1

Amended and Restated Certificate of Incorporation of the Company
    (incorporated by reference to exhibit 3.1 to our
    Registration Statement on
    Form S-3
    (No. 333-108831)).3
.2

Amended and Restated By-Laws of the Company (incorporated by
    reference to exhibit 3.2 to our Current Report on
    Form 8-K
    filed on February 14, 2008).4
.1

Form of share certificate for common stock (incorporated by
    reference to exhibit 4.1 to our Registration Statement on
    Form S-1
    (No. 333-347410)).4
.2

Indenture related to the 2.0% Convertible Senior Notes due
    2012 dated March 28, 2007, between AMERIGROUP Corporation
    and The Bank of New York, as trustee (including the form of
    2.0% Convertible Senior Note due 2012) (incorporated by
    reference to exhibit 4.1 to our Current Report on
    Form 8-K
    filed on April 2, 2007).4
.3

Registration Rights Agreement dated March 28, 2007, between
    AMERIGROUP Corporation, Goldman Sachs, & Co., as
    representative of the initial purchasers (incorporated by
    reference to exhibit 4.2 to our Current Report on
    Form 8-K
    filed on April 2, 2007).10
.1

Retirement and Consulting Agreement by and between AMERIGROUP
    Corporation and Jeffrey L. McWaters, dated September 30,
    2007 (incorporated by reference to exhibit 10.1 to our
    Current Report on
    Form 8-K
    filed on October 3, 2007).10
.2

Letter Agreement among AMERIGROUP Corporation and Bank of
    America, N.A., dated March 23, 2007 (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K
    filed on March 26, 2007).10
.3

Security Agreement, AMERIGROUP Corporation and Bank of America,
    N.A., dated March 23, 2007 (incorporated by reference to
    exhibit 10.2 to our Current Report on
    Form 8-K
    filed on March 26, 2007). 106




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##### Table of Contents



ExhibitNumber

Description10
.4

Credit and Guaranty Agreement, among AMERIGROUP Corporation as
    borrower, PHP Holdings, Inc. as guarantor, Goldman Sachs Credit
    Partners L.P. and Wachovia Capital Markets, LLC as joint lead
    arrangers and bookrunners, Goldman Sachs Credit Partners L.P. as
    syndication agent, Wachovia Bank, National Association as
    administrative agent and collateral agent, and the various
    lenders, (incorporated by reference to exhibit 10.4 to our
    Quarterly Report on
    Form 10-Q
    filed on May 3, 2007).10
.4.1

Amendment to the Credit and Guaranty Agreement dated
    March 28, 2007, among AMERIGROUP Corporation as borrower,
    PHP Holdings, Inc. as guarantor, Goldman Sachs Credit Partners
    L.P. and Wachovia Capital Markets, LLC as joint lead arrangers
    and bookrunners, Goldman Sachs Credit Partners L.P. as
    syndication agent, Wachovia Bank, National Association as
    administrative agent and collateral agent, (incorporated by
    reference to exhibit 10.5 to our Quarterly Report on
    Form 10-Q
    filed on May 3, 2007).10
.4.2

Amendment to the Credit and Guaranty Agreement dated
    April 18, 2007, among AMERIGROUP Corporation as borrower,
    PHP Holdings, Inc. as guarantor, Goldman Sachs Credit Partners
    L.P. and Wachovia Capital Markets, LLC as joint lead arrangers
    and bookrunners, Goldman Sachs Credit Partners L.P. as
    syndication agent, Wachovia Bank, National Association as
    administrative agent and collateral agent, (incorporated by
    reference to exhibit 10.6 to our Quarterly Report on
    Form 10-Q
    filed on May 3, 2007).10
.4.3

Amendment to the Credit and Guaranty Agreement dated
    November 30, 2007, among AMERIGROUP Corporation as
    borrower, PHP Holdings, Inc. as guarantor, Goldman Sachs Credit
    Partners L.P. and Wachovia Capital Markets, LLC as joint lead
    arrangers and bookrunners, Goldman Sachs Credit Partners L.P. as
    syndication agent, Wachovia Bank, National Association as
    administrative agent and collateral agent, (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K
    filed on December 3, 2007).10
.4.4

Amendment to the Credit and Guaranty Agreement dated
    December 15, 2008, among AMERIGROUP Corporation as
    borrower, PHP Holdings, Inc. as guarantor, Goldman Sachs Credit
    Partners L.P. and Wachovia Capital Markets, LLC as joint lead
    arrangers and bookrunners, Goldman Sachs Credit Partners L.P. as
    syndication agent, Wachovia Bank, National Association as
    administrative agent and collateral agent, (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K
    filed on December 16, 2008).10
.5

Pledge and Security Agreement among AMERIGROUP Corporation, PHP
    Holdings, Inc. and Wachovia Bank, as collateral agent,
    (incorporated by reference to exhibit 10.7 to our Quarterly
    Report on
    Form 10-Q
    filed on May 3, 2007).10
.6

Confirmation, Re Convertible Note Hedge Transaction, dated
    March 22, 2007 between AMERIGROUP Corporation and Wells
    Fargo Bank, National Association (incorporated by reference to
    exhibit 10.1 to our Current Report on
    Form 8-K
    filed April 2, 2007).10
.7

Confirmation, Re Issuer Warrant Transaction, dated
    March 22, 2007 between AMERIGROUP Corporation and Wells
    Fargo Bank, National Association (incorporated by reference to
    exhibit 10.2 to our Current Report on
    Form 8-K
    filed April 2, 2007).10
.8

Amendment to Confirmation, Re Issuer Warrant Transaction, dated
    April 3, 2007 between AMERIGROUP Corporation and Wells
    Fargo Bank, National Association (incorporated by reference to
    exhibit 10.1 to our Current Report on
    Form 8-K
    filed April 9, 2007).10
.10.1

AMERIGROUP Corporation Amended and Restated Form 2007 Cash
    Incentive Plan dated November 6, 2008, (incorporated by
    reference to exhibit 10.2 to our Current Report on
    Form 8-K
    filed on November 12, 2008).10
.11

AMERIGROUP Corporation Amended and Restated Form 2005
    Equity Incentive Plan dated November 6, 2008, (incorporated
    by reference to exhibit 10.1 to our Current Report on
    Form 8-K
    filed on November 12, 2008).10
.12

Form 2008 AMERIGROUP Corporation Severance Plan
    (incorporated by reference to exhibit 10.6 to our Current
    Report on
    Form 8-K
    filed on November 12, 2008).10
.13

Form the Officer and Director Indemnification Agreement
    (incorporated by reference to exhibit 10.16 to our
    Registration Statement on
    Form S-1
    (No. 333-37410)). 107




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##### Table of Contents



ExhibitNumber

Description10
.14

Form of Employee Non-compete, Nondisclosure and Developments
    Agreement (incorporated by reference to exhibit 10.1 to our
    Current Report on
    Form 8-K
    filed on February 23, 2005).10
.15

Form of Incentive Stock Option Agreement (incorporated by
    reference to exhibit 10.2 to our Current Report on
    Form 8-K,
    filed on February 14, 2008).10
.16

Form of Nonqualified Stock Option Agreement (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K
    filed on February 14, 2008).10
.17

Form of Restricted Stock Agreement (incorporated by reference to
    exhibit 10.3 to our Current Report on
    Form 8-K
    filed on February 14, 2008).10
.18

Form of Stock Appreciation Rights Agreement (incorporated by
    reference to exhibit 10.4 to our Current Report
    Form 8-K
    filed on February 14, 2008).10
.19

AMERIGROUP Corporation Amended and Restated Form 2005
    Executive Deferred Compensation Plan between AMERIGROUP
    Corporation and Executive Associates dated November 6,
    2008, (incorporated by reference to exhibit 10.4 to our
    Current Report on
    Form 8-K
    filed on November 12, 2008).10
.20

Form of 2005 Non-Employee Director Deferred Compensation Plan
    between AMERIGROUP Corporation and Non-Executive Associates
    (incorporated by reference to exhibit 10.3 to our Current
    Report on
    Form 8-K
    filed on March 4, 2005).10
.21

Employment Agreement of James G. Carlson dated January 16,
    2008 (incorporated by reference to exhibit 10.1 to our
    Current Report on
    Form 8-K
    filed on January 18, 2008).10
.21.1

Amendment No. 1 to Executive Employment Agreement dated
    November 6, 2008 between AMERIGROUP Corporation and James
    G. Carlson (incorporated by reference to exhibit 10.5 to
    our Current Report on
    Form 8-K
    filed on November 12, 2008).10
.22

Noncompetition Agreement for James G. Carlson dated
    January 16, 2008 (incorporated by reference to
    exhibit 10.2 to our Current Report on
    Form 8-K
    filed on January 18, 2008).10
.23

Form of Separation Agreement between AMERIGROUP Corporation and
    Eric M. Yoder, M.D. (incorporated by reference to
    exhibit 10.1 to our Current Report on
    Form 8-K
    filed February 16, 2007).*10
.24.1

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated July 1, 2006 (incorporated by reference to
    exhibit 10.6.11 to our Quarterly Report on
    Form 10-Q
    filed on August 4, 2006).*10
.24.2

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated July 1, 2006 (incorporated by reference to
    exhibit 10.6.12 to our Quarterly Report on
    Form 10-Q
    filed on November 14, 2006).*10
.24.3

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated July 1, 2007 (incorporated by reference to
    exhibit 10.25.3 to our Quarterly Report on
    Form 10-Q
    filed on July 30, 2007).10
.24.4

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated April 1, 2008 (incorporated by reference to
    exhibit 10.10 to our Quarterly Report on
    Form 10-Q
    filed on April 29, 2008).*10
.24.5

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated May 8, 2008 (incorporated by reference to
    exhibit 10.7 to our Quarterly Report on
    Form 10-Q
    filed on July 29, 2008).10
.26.1

Medical Services Contract by and between Florida Healthy Kids
    Corporation and AMERIGROUP Florida, Inc., dated October 1,
    2005 (incorporated by reference to exhibit 10.5 to our
    Quarterly Report on
    Form 10-Q
    filed on November 4, 2005). 108




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##### Table of Contents



ExhibitNumber

Description*10
.26.2

Medicaid Managed Care Services Contract between The State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. for Broward County, Florida effective July 1,
    2006 (incorporated by reference to exhibit 10.25.11 to our
    Quarterly Report on
    Form 10-Q
    filed on August 4, 2006).*10
.26.2.1

Amendment to Medicaid Managed Care Services Contract between The
    State of Florida, Agency for Health Care Administration and
    AMERIGROUP Florida, Inc. for Broward County, Florida effective
    July 1, 2007 (incorporated by reference to
    exhibit 10.27.2.1 to our Amended Quarterly Report on
    Form 10-Q/A
    filed on December 21, 2007).*10
.26.2.2

Amendment to Medicaid Managed Care Services Contract between The
    State of Florida, Agency for Health Care Administration and
    AMERIGROUP Florida, Inc. for Broward County, Florida effective
    September 30, 2007 (incorporated by reference to
    Exhibit 10.27.2.2 to our Annual Report on
    Form 10-K
    filed on February 22, 2008).*10
.26.2.3

Amendment to Medicaid Managed Care Services Contract between The
    State of Florida, Agency for Health Care Administration and
    AMERIGROUP Florida, Inc. for Broward County, Florida effective
    January 1, 2008 (incorporated by reference to
    Exhibit 10.27.2.3 to our Annual Report on
    Form 10-K
    filed on February 22, 2008).10
.26.3

Medical Contract between the State of Florida, Agency for Health
    Care Administration and AMERIGROUP Florida Inc. (AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K
    filed on November 7, 2006).10
.26.3.1

Amendment No. 1 to Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. (Amendment No. 1 to AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K,
    filed on January 5, 2007).10
.26.3.2

Amendment No. 4 to Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. (Amendment No. 4 to AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K,
    filed on September 7, 2007).10
.26.3.3

Amendment No. 5 to Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. (Amendment No. 5 to AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K,
    filed on December 5, 2007).10
.26.3.4

Amendment No. 6 to Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. (Amendment No. 6 to AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.2
    to our Current Report on
    Form 8-K,
    filed on December 5, 2007).10
.26.3.5

Amendment No. 7 to Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. (Amendment No. 7 to AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K
    filed on January 7, 2008).10
.26.3.6

Amendment effective September 1, 2008, to the Agency for
    HealthCare Administration Contract No. FA614 (AHCA Contract
    No. FA614 Amendment No. 9) effectively extending
    the contract through August 31, 2009, (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K
    filed on September 8, 2008).10
.26.3.7

Amendment effective February 1, 2009, to the Agency for
    HealthCare Administration Contract No. FA614 (AHCA Contract
    No. FA614 Amendment No. 11), filed herewith.*10
.26.4

Amendment to Medical Services Contract by and between Florida
    Healthy Kids Corporation and AMERIGROUP Florida, Inc., dated
    October 12, 2006 (incorporated by reference to
    exhibit 10.25.4 to our Quarterly Report on
    Form 10-Q
    filed on November 14, 2006).10
.27

Medicaid Contract between New York City Department of Health and
    Mental Hygiene and CarePlus, L.L.C. date October 1, 2004
    (incorporated by reference to Exhibit 10.48 to our Current
    Report on
    Form 8-K
    filed on May 5, 2005). 109




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##### Table of Contents



ExhibitNumber

Description10
.27.1

Contract Amendment, dated January 1, 2005, to the Medicaid
    Managed Care Model Contract between New York City Department of
    Health and Mental Hygiene and CarePlus LLC. Dated
    October 1, 2004 (incorporated by reference to
    Exhibit 10.48.1 to our Current Report on
    Form 8-K
    filed on May 5, 2005).10
.28

Child Health Plus Contract by and between The State of New York
    Department of Health and CarePlus Health Plan is effective for
    the period July 1, 1998 through September 30, 2005
    (Contract
    No. C-015473)
    (incorporated by reference to Exhibit 10.49 to our Current
    Report on
    Form 8-K
    filed on May 5, 2005).10
.28.1

Contract Amendment  Appendix X, dated
    September 10, 2005, to the Child Health Plus Contract by
    and between The State of New York Department of Health and
    CarePlus Health Plan is effective for the period
    September 30, 2005 through December 31, 2005 (Contract
    No. C-015473)
    (incorporated by reference to our Quarterly Report on
    Form 10-Q,
    filed on November 4, 2005).10
.28.2

Contract Amendment  Appendix X, dated
    September 10, 2005, to the Child Health Plus by and between
    The State of New York Department of Health and CarePlus Health
    Plan is effective for the period January 1, 2006 through
    December 31, 2006 (Contract
    No. C-015473)
    (incorporated by reference to our Quarterly Report on
    Form 10-Q
    filed on November 4, 2005).10
.29

Medicaid Managed Care Model and Family Health Plus Model
    Contract by and between The City of New York through the State
    Department of Health and CarePlus LLC is effective for the
    period October 1, 2005 through September 30, 2007
    (incorporated by reference to our Quarterly Report filed on
    Form 10-Q
    filed on November 4, 2005).*10
.29.1

Amendment effective February 1, 2009, to the Medicaid
    Managed Care Model and Family Health Plus Model Contract by and
    between The City of New York through the State Department of
    Health and AMERIGROUP New York, LLC for the contract period of
    October 1, 2008 through March 31, 2009, filed herewith.10
.30

Medicaid Managed Care Model and Family Health Plus Model
    Contract by and between The State of New York Department of
    Health and CarePlus LLC effective for the period October 1,
    2005 through September 30, 2008 (incorporated by reference
    to our Quarterly Report on
    Form 10-Q
    filed on November 4, 2005).10
.31.1

Amendment to Medicaid Managed Care Model Contract by The State
    of New York Department of Health and CarePlus LLC effective for
    the period October 1, 2005 through September 30, 2008
    (incorporated by reference to our Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).*10
.31.2

Amendment to Medicaid Managed Care Model Contract by and between
    The State of New York Department of Health and CarePlus LLC
    effective for the period from April 1, 2006 through
    September 30, 2008 (incorporated by reference to
    exhibit 10.29.2 to our Quarterly Report on
    Form 10-Q
    filed on August 4, 2006).*10
.31.3

Amendment effective February 1, 2009, to the Medicaid
    Managed Care Model and Family Health Plus Model Contract by and
    between the State Department of Health and AMERIGROUP New York,
    LLC for the contract period of October 1, 2008 through
    March 31, 2009, filed herewith.10
.32

Contract dated July 19, 2005 between Georgia Department of
    Community Health and AMGP Georgia Managed Care Company, Inc. for
    the period from July 1, 2005 through September 30,
    2006 with six optional renewal periods (incorporated by
    reference to Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on July 26, 2005).10
.32.1

Contract rates to contract dated July 19, 2005 between
    Georgia Department of Community Health and AMGP Georgia Managed
    Care Company, Inc. for the period from July 1, 2005 through
    September 30, 2006 with six optional renewal periods
    (incorporated by reference to Exhibit 10.1.1 to our Current
    Report on
    Form 8-K
    filed on July 26, 2005).10
.32.2

Contract dated June 8, 2007 between Georgia Department of
    Community Health and AMGP Georgia Managed Care Company, Inc. for
    the period from July 1, 2007 through June 30, 2008
    with five optional renewal periods (incorporated by reference to
    Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on July 5, 2007). 110




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##### Table of Contents



ExhibitNumber

Description*10
.32.3

Amendment dated January 30, 2008 between Georgia Department
    of Community Health and AMGP Georgia Managed Care Company, Inc.
    for the period from July 1, 2007 through June 30, 2008
    (incorporated by reference to Exhibit 10.33.3 to our Annual
    Report on
    Form 10-K
    filed on February 22, 2008).10
.32.4

Amendment No. 3 dated October 23, 2008 between Georgia
    Department of Community Health and AMGP Georgia Managed Care
    Company, Inc. for the period from July 1, 2008 through
    June 30, 2009, (incorporated by reference to
    Exhibit 10.4 to our Quarterly Report on
    Form 10-Q
    filed on October 28, 2008).10
.32.5

Amendment No. 4 dated October 23, 2008 between Georgia
    Department of Community Health and AMGP Georgia Managed Care
    Company, Inc. for the period from July 1, 2008 through
    June 30, 2009, (incorporated by reference to
    Exhibit 10.5 to our Quarterly Report on
    Form 10-Q
    filed on October 28, 2008).*10
.32.6

Amendment No. 5 dated October 23, 2008 between Georgia
    Department of Community Health and AMGP Georgia Managed Care
    Company, Inc. for the period from July 1, 2008 through
    June 30, 2009, (incorporated by reference to
    Exhibit 10.6 to our Quarterly Report on
    Form 10-Q
    filed on October 28, 2008).10
.33

Contract with Eligible Medicare Advantage Organization Pursuant
    to Sections 1851 through 1859 of the Social Security Act
    for the Operation of a Medicare Advantage Coordinated Care
    Plan(s) effective January 1, 2006 (incorporated by
    reference to our Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).10
.33.1

Addendum To Medicare Managed Care Contract Pursuant To
    Sections 1860D-1
    Through 1860D-42 Of The Social Security Act For The Operation of
    a Voluntary Medicare Prescription Drug Plan effective
    January 1, 2006 (incorporated by reference to our Quarterly
    Report on
    Form 10-Q
    filed on May 9, 2006).10
.34.1

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR program in the Dallas
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.1 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).10
.34.2

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR program in the Harris
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.2 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).10
.34.3

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR program in the Tarrant
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.3 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).10
.34.4

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR program in the Travis
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.4 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).10
.34.5

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR+PLUS program in the Harris
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.5 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).10
.34.6

Amendment, effective January 1, 2006, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR+PLUS program in the Harris
    County Service Delivery Area (incorporated by reference to
    Exhibit 10.32.6 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).*10
.34.7

Amendment, effective January 1, 2006, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR+PLUS program in the Harris
    County Service Delivery Area (incorporated by reference to
    exhibit 10.32.7 to our Quarterly Report on
    Form 10-Q
    filed on November 14, 2006). 111




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##### Table of Contents



ExhibitNumber

Description10
.34.8

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Childrens Health Insurance Program
    effectively extending the contract through August 31, 2006
    (incorporated by reference to Exhibit 10.32.8 to our Annual
    Report on
    Form 10-K,
    filed on March 1, 2006).*10
.34.9

Health & Human Services Commission Uniform Managed
    Care Contract covering all service areas and products in which
    the subsidiary has agreed to participate, effective
    September 1, 2006 (incorporated by reference to
    exhibit 10.32.9 to our Quarterly Report on
    Form 10-Q
    filed on November 14, 2006).*10
.34.10

Amendment, effective September 1, 2007, to the
    Health & Human Services Commission Agreement for
    Health Services to the STAR, STAR+PLUS, CHIP, CHIP Perinatal,
    programs in the Bexar, Dallas, Harris, Nueces, Tarrant and
    Travis Service Delivery Areas effectively extending the contract
    through August 31, 2008 (incorporated by reference to
    Exhibit 10.35.10 to our Quarterly Report on
    Form 10-Q
    filed on November 2, 2007).*10
.34.11

Amendment effective September 1, 2008, to the
    Health & Human Services Commission Agreement for
    Health Services to the STAR, STAR+PLUS, CHIP, CHIP Perinatal
    programs effectively extending the contract through
    August 31, 2009, (incorporated by reference to
    Exhibit 10.1 to our Quarterly Report on
    Form 10-Q
    filed on October 28, 2008).10
.35

Amendment No. 3 to Contract Risk Agreement between the
    State of Tennessee and AMERIGROUP Tennessee, Inc. effective
    July 1, 2008, (incorporated by reference to
    exhibit 10.8 to our Quarterly Report on
    Form 10-Q
    filed on July 29, 2008).*10
.36

Contract dated August 26, 2008 between the State of New
    Mexico and AMERIGROUP New Mexico, Inc. for the period from
    August 1, 2008 through June 30, 2012, (incorporated by
    reference to Exhibit 10.2 to our Quarterly Report on
    Form 10-Q
    filed on October 28, 2008).10
.37

Settlement Agreement dated as of August 13, 2008, by and
    among the United States of America, acting through the United
    States Department of Justice and on behalf of the Office of
    Inspector General of the Department of Health and Human
    Services; the State of Illinois acting through the Office of the
    Illinois Attorney General; Cleveland A. Tyson; AMERIGROUP
    Corporation; and AMERIGROUP Illinois, Inc. (incorporated by
    reference to Exhibit 10.1 to our Current Report on
    Form 8-K
    on August 14, 2008).10
.38.2

AMERIGROUP Corporation Amended and Restated Change in Control
    Benefit Policy dated November 6, 2008 (incorporated by
    reference to Exhibit 10.3 to our Current Report on
    Form 8-K
    filed on November 12, 2008).10
.39

AMERIGROUP Corporation Corporate Integrity Agreement
    (incorporated by reference to Exhibit 10.2 to our Current
    Report on Form 8-K filed on August 14, 2008).12
.1

Computation of Ratio of Earnings to Fixed Charges14
.3

AMERIGROUP Corporation Amended and Restated Code of Business
    Conduct and Ethics dated November 6, 2008, (incorporated by
    reference to Exhibit 14.1 to our Current Report on
    Form 8-K
    filed on November 12, 2008).21
.1

List of Subsidiaries23
.1

Consent of KPMG LLP, Independent Registered Public Accounting
    Firm, with respect to financial statements of the registrant.31
.1

Certification of Chief Executive Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated
    February 24, 2009.31
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated
    February 24, 2009.32


Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of Sarbanes-Oxley Act of
    2002, dated February 24, 2009.     *
    
    The Company has requested confidential treatment of the redacted
    portions of this exhibit pursuant to
    Rule 24b-2,
    under the Securities Exchange Act of 1934, as amended, and has
    separately filed a complete copy of this exhibit with the
    Securities and Exchange Commission. 112




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##### Table of Contents



SIGNATURES
    Corporation
  By:
    /s/  James
    W. Truess   Title:
    Chief Financial Officer and 
    Executive Vice President    Signatures

Title

Date/s/  James
    G. CarlsonJames
    G. Carlson

Chairman, Chief Executive Officer and President

February 24, 2009/s/  James
    W. TruessJames
    W. Truess

Chief Financial Officer and Executive Vice President

February 24, 2009/s/  Margaret
    M. RoomsburgMargaret
    M. Roomsburg

Chief Accounting Officer and Senior Vice President

February 24, 2009/s/  Thomas
    E. CappsThomas
    E. Capps

Director

February 24, 2009/s/  Jeffrey
    B. ChildJeffrey
    B. Child

Director

February 24, 2009/s/  Emerson
    U. FullwoodEmerson
    U. Fullwood

Director

February 24, 2009/s/  Kay
    Coles JamesKay
    Coles James

Director

February 24, 2009/s/  William
    J. McBrideWilliam
    J. McBride

Director

February 24, 2009/s/  Uwe
    E. Reinhardt, Ph.D.Uwe
    E. Reinhardt, Ph.D.

Director

February 24, 2009/s/  Richard
    D. ShirkRichard
    D. Shirk

Director

February 24, 2009  113




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EXHIBIT
    INDEX
  Exhibits.
    Form 10-K,
  
    should not in all instances be treated as categorical statements
    of fact, but rather as a way of allocating the risk to one of
    the parties if those statements prove to be inaccurate;
    have been qualified by disclosures that were made to the other
    party in connection with the negotiation of the applicable
    agreement, which disclosures are not necessarily reflected in
    the agreement;
    may apply standards of materiality in a way that is different
    from what may be viewed as material to you or other
    investors; and
    were made only as of the date of the applicable agreement or
    such other date or dates as may be specified in the agreement
    and are subject to more recent developments.  Form 10-K http://www.sec.gov.
  ExhibitNumber

Description3
.1

Amended and Restated Certificate of Incorporation of the Company
    (incorporated by reference to exhibit 3.1 to our
    Registration Statement on
    Form S-3
    (No. 333-108831)).3
.2

Amended and Restated By-Laws of the Company (incorporated by
    reference to exhibit 3.2 to our Current Report on
    Form 8-K
    filed on February 14, 2008).4
.1

Form of share certificate for common stock (incorporated by
    reference to exhibit 4.1 to our Registration Statement on
    Form S-1
    (No. 333-347410)).4
.2

Indenture related to the 2.0% Convertible Senior Notes due
    2012 dated March 28, 2007, between AMERIGROUP Corporation
    and The Bank of New York, as trustee (including the form of
    2.0% Convertible Senior Note due 2012) (incorporated by
    reference to exhibit 4.1 to our Current Report on
    Form 8-K
    filed on April 2, 2007).4
.3

Registration Rights Agreement dated March 28, 2007, between
    AMERIGROUP Corporation, Goldman Sachs, & Co., as
    representative of the initial purchasers (incorporated by
    reference to exhibit 4.2 to our Current Report on
    Form 8-K
    filed on April 2, 2007).10
.1

Retirement and Consulting Agreement by and between AMERIGROUP
    Corporation and Jeffrey L. McWaters, dated September 30,
    2007 (incorporated by reference to exhibit 10.1 to our
    Current Report on
    Form 8-K
    filed on October 3, 2007).10
.2

Letter Agreement among AMERIGROUP Corporation and Bank of
    America, N.A., dated March 23, 2007 (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K
    filed on March 26, 2007).10
.3

Security Agreement, AMERIGROUP Corporation and Bank of America,
    N.A., dated March 23, 2007 (incorporated by reference to
    exhibit 10.2 to our Current Report on
    Form 8-K
    filed on March 26, 2007). 114




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##### Table of Contents



ExhibitNumber

Description10
.4

Credit and Guaranty Agreement, among AMERIGROUP Corporation as
    borrower, PHP Holdings, Inc. as guarantor, Goldman Sachs Credit
    Partners L.P. and Wachovia Capital Markets, LLC as joint lead
    arrangers and bookrunners, Goldman Sachs Credit Partners L.P. as
    syndication agent, Wachovia Bank, National Association as
    administrative agent and collateral agent, and the various
    lenders, (incorporated by reference to exhibit 10.4 to our
    Quarterly Report on
    Form 10-Q
    filed on May 3, 2007).10
.4.1

Amendment to the Credit and Guaranty Agreement dated
    March 28, 2007, among AMERIGROUP Corporation as borrower,
    PHP Holdings, Inc. as guarantor, Goldman Sachs Credit Partners
    L.P. and Wachovia Capital Markets, LLC as joint lead arrangers
    and bookrunners, Goldman Sachs Credit Partners L.P. as
    syndication agent, Wachovia Bank, National Association as
    administrative agent and collateral agent, (incorporated by
    reference to exhibit 10.5 to our Quarterly Report on
    Form 10-Q
    filed on May 3, 2007).10
.4.2

Amendment to the Credit and Guaranty Agreement dated
    April 18, 2007, among AMERIGROUP Corporation as borrower,
    PHP Holdings, Inc. as guarantor, Goldman Sachs Credit Partners
    L.P. and Wachovia Capital Markets, LLC as joint lead arrangers
    and bookrunners, Goldman Sachs Credit Partners L.P. as
    syndication agent, Wachovia Bank, National Association as
    administrative agent and collateral agent, (incorporated by
    reference to exhibit 10.6 to our Quarterly Report on
    Form 10-Q
    filed on May 3, 2007).10
.4.3

Amendment to the Credit and Guaranty Agreement dated
    November 30, 2007, among AMERIGROUP Corporation as
    borrower, PHP Holdings, Inc. as guarantor, Goldman Sachs Credit
    Partners L.P. and Wachovia Capital Markets, LLC as joint lead
    arrangers and bookrunners, Goldman Sachs Credit Partners L.P. as
    syndication agent, Wachovia Bank, National Association as
    administrative agent and collateral agent, (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K
    filed on December 3, 2007).10
.4.4

Amendment to the Credit and Guaranty Agreement dated
    December 15, 2008, among AMERIGROUP Corporation as
    borrower, PHP Holdings, Inc. as guarantor, Goldman Sachs Credit
    Partners L.P. and Wachovia Capital Markets, LLC as joint lead
    arrangers and bookrunners, Goldman Sachs Credit Partners L.P. as
    syndication agent, Wachovia Bank, National Association as
    administrative agent and collateral agent, (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K
    filed on December 16, 2008).10
.5

Pledge and Security Agreement among AMERIGROUP Corporation, PHP
    Holdings, Inc. and Wachovia Bank, as collateral agent,
    (incorporated by reference to exhibit 10.7 to our Quarterly
    Report on
    Form 10-Q
    filed on May 3, 2007).10
.6

Confirmation, Re Convertible Note Hedge Transaction, dated
    March 22, 2007 between AMERIGROUP Corporation and Wells
    Fargo Bank, National Association (incorporated by reference to
    exhibit 10.1 to our Current Report on
    Form 8-K
    filed April 2, 2007).10
.7

Confirmation, Re Issuer Warrant Transaction, dated
    March 22, 2007 between AMERIGROUP Corporation and Wells
    Fargo Bank, National Association (incorporated by reference to
    exhibit 10.2 to our Current Report on
    Form 8-K
    filed April 2, 2007).10
.8

Amendment to Confirmation, Re Issuer Warrant Transaction, dated
    April 3, 2007 between AMERIGROUP Corporation and Wells
    Fargo Bank, National Association (incorporated by reference to
    exhibit 10.1 to our Current Report on
    Form 8-K
    filed April 9, 2007).10
.10.1

AMERIGROUP Corporation Amended and Restated Form 2007 Cash
    Incentive Plan dated November 6, 2008, (incorporated by
    reference to exhibit 10.2 to our Current Report on
    Form 8-K
    filed on November 12, 2008).10
.11

AMERIGROUP Corporation Amended and Restated Form 2005
    Equity Incentive Plan dated November 6, 2008, (incorporated
    by reference to exhibit 10.1 to our Current Report on
    Form 8-K
    filed on November 12, 2008).10
.12

Form 2008 AMERIGROUP Corporation Severance Plan
    (incorporated by reference to exhibit 10.6 to our Current
    Report on
    Form 8-K
    filed on November 12, 2008).10
.13

Form the Officer and Director Indemnification Agreement
    (incorporated by reference to exhibit 10.16 to our
    Registration Statement on
    Form S-1
    (No. 333-37410)). 115




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##### Table of Contents



ExhibitNumber

Description10
.14

Form of Employee Non-compete, Nondisclosure and Developments
    Agreement (incorporated by reference to exhibit 10.1 to our
    Current Report on
    Form 8-K
    filed on February 23, 2005).10
.15

Form of Incentive Stock Option Agreement (incorporated by
    reference to exhibit 10.2 to our Current Report on
    Form 8-K,
    filed on February 14, 2008).10
.16

Form of Nonqualified Stock Option Agreement (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K
    filed on February 14, 2008).10
.17

Form of Restricted Stock Agreement (incorporated by reference to
    exhibit 10.3 to our Current Report on
    Form 8-K
    filed on February 14, 2008).10
.18

Form of Stock Appreciation Rights Agreement (incorporated by
    reference to exhibit 10.4 to our Current Report
    Form 8-K
    filed on February 14, 2008).10
.19

AMERIGROUP Corporation Amended and Restated Form 2005
    Executive Deferred Compensation Plan between AMERIGROUP
    Corporation and Executive Associates dated November 6,
    2008, (incorporated by reference to exhibit 10.4 to our
    Current Report on
    Form 8-K
    filed on November 12, 2008).10
.20

Form of 2005 Non-Employee Director Deferred Compensation Plan
    between AMERIGROUP Corporation and Non-Executive Associates
    (incorporated by reference to exhibit 10.3 to our Current
    Report on
    Form 8-K
    filed on March 4, 2005).10
.21

Employment Agreement of James G. Carlson dated January 16,
    2008 (incorporated by reference to exhibit 10.1 to our
    Current Report on
    Form 8-K
    filed on January 18, 2008).10
.21.1

Amendment No. 1 to Executive Employment Agreement dated
    November 6, 2008 between AMERIGROUP Corporation and James
    G. Carlson (incorporated by reference to exhibit 10.5 to
    our Current Report on
    Form 8-K
    filed on November 12, 2008).10
.22

Noncompetition Agreement for James G. Carlson dated
    January 16, 2008 (incorporated by reference to
    exhibit 10.2 to our Current Report on
    Form 8-K
    filed on January 18, 2008).10
.23

Form of Separation Agreement between AMERIGROUP Corporation and
    Eric M. Yoder, M.D. (incorporated by reference to
    exhibit 10.1 to our Current Report on
    Form 8-K
    filed February 16, 2007).*10
.24.1

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated July 1, 2006 (incorporated by reference to
    exhibit 10.6.11 to our Quarterly Report on
    Form 10-Q
    filed on August 4, 2006).*10
.24.2

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated July 1, 2006 (incorporated by reference to
    exhibit 10.6.12 to our Quarterly Report on
    Form 10-Q
    filed on November 14, 2006).*10
.24.3

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated July 1, 2007 (incorporated by reference to
    exhibit 10.25.3 to our Quarterly Report on
    Form 10-Q
    filed on July 30, 2007).10
.24.4

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated April 1, 2008 (incorporated by reference to
    exhibit 10.10 to our Quarterly Report on
    Form 10-Q
    filed on April 29, 2008).*10
.24.5

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated May 8, 2008 (incorporated by reference to
    exhibit 10.7 to our Quarterly Report on
    Form 10-Q
    filed on July 29, 2008).10
.26.1

Medical Services Contract by and between Florida Healthy Kids
    Corporation and AMERIGROUP Florida, Inc., dated October 1,
    2005 (incorporated by reference to exhibit 10.5 to our
    Quarterly Report on
    Form 10-Q
    filed on November 4, 2005). 116




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ExhibitNumber

Description*10
.26.2

Medicaid Managed Care Services Contract between The State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. for Broward County, Florida effective July 1,
    2006 (incorporated by reference to exhibit 10.25.11 to our
    Quarterly Report on
    Form 10-Q
    filed on August 4, 2006).*10
.26.2.1

Amendment to Medicaid Managed Care Services Contract between The
    State of Florida, Agency for Health Care Administration and
    AMERIGROUP Florida, Inc. for Broward County, Florida effective
    July 1, 2007 (incorporated by reference to
    exhibit 10.27.2.1 to our Amended Quarterly Report on
    Form 10-Q/A
    filed on December 21, 2007).*10
.26.2.2

Amendment to Medicaid Managed Care Services Contract between The
    State of Florida, Agency for Health Care Administration and
    AMERIGROUP Florida, Inc. for Broward County, Florida effective
    September 30, 2007 (incorporated by reference to
    Exhibit 10.27.2.2 to our Annual Report on
    Form 10-K
    filed on February 22, 2008).*10
.26.2.3

Amendment to Medicaid Managed Care Services Contract between The
    State of Florida, Agency for Health Care Administration and
    AMERIGROUP Florida, Inc. for Broward County, Florida effective
    January 1, 2008 (incorporated by reference to
    Exhibit 10.27.2.3 to our Annual Report on
    Form 10-K
    filed on February 22, 2008).10
.26.3

Medical Contract between the State of Florida, Agency for Health
    Care Administration and AMERIGROUP Florida Inc. (AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K
    filed on November 7, 2006).10
.26.3.1

Amendment No. 1 to Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. (Amendment No. 1 to AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K,
    filed on January 5, 2007).10
.26.3.2

Amendment No. 4 to Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. (Amendment No. 4 to AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K,
    filed on September 7, 2007).10
.26.3.3

Amendment No. 5 to Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. (Amendment No. 5 to AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K,
    filed on December 5, 2007).10
.26.3.4

Amendment No. 6 to Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. (Amendment No. 6 to AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.2
    to our Current Report on
    Form 8-K,
    filed on December 5, 2007).10
.26.3.5

Amendment No. 7 to Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. (Amendment No. 7 to AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K
    filed on January 7, 2008).10
.26.3.6

Amendment effective September 1, 2008, to the Agency for
    HealthCare Administration Contract No. FA614 (AHCA Contract
    No. FA614 Amendment No. 9) effectively extending
    the contract through August 31, 2009, (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K
    filed on September 8, 2008).10
.26.3.7

Amendment effective February 1, 2009, to the Agency for
    HealthCare Administration Contract No. FA614 (AHCA Contract
    No. FA614 Amendment No. 11), filed herewith.*10
.26.4

Amendment to Medical Services Contract by and between Florida
    Healthy Kids Corporation and AMERIGROUP Florida, Inc., dated
    October 12, 2006 (incorporated by reference to
    exhibit 10.25.4 to our Quarterly Report on
    Form 10-Q
    filed on November 14, 2006).10
.27

Medicaid Contract between New York City Department of Health and
    Mental Hygiene and CarePlus, L.L.C. date October 1, 2004
    (incorporated by reference to Exhibit 10.48 to our Current
    Report on
    Form 8-K
    filed on May 5, 2005). 117




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##### Table of Contents



ExhibitNumber

Description10
.27.1

Contract Amendment, dated January 1, 2005, to the Medicaid
    Managed Care Model Contract between New York City Department of
    Health and Mental Hygiene and CarePlus LLC. Dated
    October 1, 2004 (incorporated by reference to
    Exhibit 10.48.1 to our Current Report on
    Form 8-K
    filed on May 5, 2005).10
.28

Child Health Plus Contract by and between The State of New York
    Department of Health and CarePlus Health Plan is effective for
    the period July 1, 1998 through September 30, 2005
    (Contract
    No. C-015473)
    (incorporated by reference to Exhibit 10.49 to our Current
    Report on
    Form 8-K
    filed on May 5, 2005).10
.28.1

Contract Amendment  Appendix X, dated
    September 10, 2005, to the Child Health Plus Contract by
    and between The State of New York Department of Health and
    CarePlus Health Plan is effective for the period
    September 30, 2005 through December 31, 2005 (Contract
    No. C-015473)
    (incorporated by reference to our Quarterly Report on
    Form 10-Q,
    filed on November 4, 2005).10
.28.2

Contract Amendment  Appendix X, dated
    September 10, 2005, to the Child Health Plus by and between
    The State of New York Department of Health and CarePlus Health
    Plan is effective for the period January 1, 2006 through
    December 31, 2006 (Contract
    No. C-015473)
    (incorporated by reference to our Quarterly Report on
    Form 10-Q
    filed on November 4, 2005).10
.29

Medicaid Managed Care Model and Family Health Plus Model
    Contract by and between The City of New York through the State
    Department of Health and CarePlus LLC is effective for the
    period October 1, 2005 through September 30, 2007
    (incorporated by reference to our Quarterly Report filed on
    Form 10-Q
    filed on November 4, 2005).*10
.29.1

Amendment effective February 1, 2009, to the Medicaid
    Managed Care Model and Family Health Plus Model Contract by and
    between The City of New York through the State Department of
    Health and AMERIGROUP New York, LLC for the contract period of
    October 1, 2008 through March 31, 2009, filed herewith.10
.30

Medicaid Managed Care Model and Family Health Plus Model
    Contract by and between The State of New York Department of
    Health and CarePlus LLC effective for the period October 1,
    2005 through September 30, 2008 (incorporated by reference
    to our Quarterly Report on
    Form 10-Q
    filed on November 4, 2005).10
.31.1

Amendment to Medicaid Managed Care Model Contract by The State
    of New York Department of Health and CarePlus LLC effective for
    the period October 1, 2005 through September 30, 2008
    (incorporated by reference to our Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).*10
.31.2

Amendment to Medicaid Managed Care Model Contract by and between
    The State of New York Department of Health and CarePlus LLC
    effective for the period from April 1, 2006 through
    September 30, 2008 (incorporated by reference to
    exhibit 10.29.2 to our Quarterly Report on
    Form 10-Q
    filed on August 4, 2006).*10
.31.3

Amendment effective February 1, 2009, to the Medicaid
    Managed Care Model and Family Health Plus Model Contract by and
    between the State Department of Health and AMERIGROUP New York,
    LLC for the contract period of October 1, 2008 through
    March 31, 2009, filed herewith.10
.32

Contract dated July 19, 2005 between Georgia Department of
    Community Health and AMGP Georgia Managed Care Company, Inc. for
    the period from July 1, 2005 through September 30,
    2006 with six optional renewal periods (incorporated by
    reference to Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on July 26, 2005).10
.32.1

Contract rates to contract dated July 19, 2005 between
    Georgia Department of Community Health and AMGP Georgia Managed
    Care Company, Inc. for the period from July 1, 2005 through
    September 30, 2006 with six optional renewal periods
    (incorporated by reference to Exhibit 10.1.1 to our Current
    Report on
    Form 8-K
    filed on July 26, 2005).10
.32.2

Contract dated June 8, 2007 between Georgia Department of
    Community Health and AMGP Georgia Managed Care Company, Inc. for
    the period from July 1, 2007 through June 30, 2008
    with five optional renewal periods (incorporated by reference to
    Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on July 5, 2007). 118




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##### Table of Contents



ExhibitNumber

Description*10
.32.3

Amendment dated January 30, 2008 between Georgia Department
    of Community Health and AMGP Georgia Managed Care Company, Inc.
    for the period from July 1, 2007 through June 30, 2008
    (incorporated by reference to Exhibit 10.33.3 to our Annual
    Report on
    Form 10-K
    filed on February 22, 2008).10
.32.4

Amendment No. 3 dated October 23, 2008 between Georgia
    Department of Community Health and AMGP Georgia Managed Care
    Company, Inc. for the period from July 1, 2008 through
    June 30, 2009, (incorporated by reference to
    Exhibit 10.4 to our Quarterly Report on
    Form 10-Q
    filed on October 28, 2008).10
.32.5

Amendment No. 4 dated October 23, 2008 between Georgia
    Department of Community Health and AMGP Georgia Managed Care
    Company, Inc. for the period from July 1, 2008 through
    June 30, 2009, (incorporated by reference to
    Exhibit 10.5 to our Quarterly Report on
    Form 10-Q
    filed on October 28, 2008).*10
.32.6

Amendment No. 5 dated October 23, 2008 between Georgia
    Department of Community Health and AMGP Georgia Managed Care
    Company, Inc. for the period from July 1, 2008 through
    June 30, 2009, (incorporated by reference to
    Exhibit 10.6 to our Quarterly Report on
    Form 10-Q
    filed on October 28, 2008).10
.33

Contract with Eligible Medicare Advantage Organization Pursuant
    to Sections 1851 through 1859 of the Social Security Act
    for the Operation of a Medicare Advantage Coordinated Care
    Plan(s) effective January 1, 2006 (incorporated by
    reference to our Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).10
.33.1

Addendum To Medicare Managed Care Contract Pursuant To
    Sections 1860D-1
    Through 1860D-42 Of The Social Security Act For The Operation of
    a Voluntary Medicare Prescription Drug Plan effective
    January 1, 2006 (incorporated by reference to our Quarterly
    Report on
    Form 10-Q
    filed on May 9, 2006).10
.34.1

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR program in the Dallas
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.1 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).10
.34.2

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR program in the Harris
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.2 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).10
.34.3

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR program in the Tarrant
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.3 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).10
.34.4

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR program in the Travis
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.4 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).10
.34.5

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR+PLUS program in the Harris
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.5 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).10
.34.6

Amendment, effective January 1, 2006, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR+PLUS program in the Harris
    County Service Delivery Area (incorporated by reference to
    Exhibit 10.32.6 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).*10
.34.7

Amendment, effective January 1, 2006, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR+PLUS program in the Harris
    County Service Delivery Area (incorporated by reference to
    exhibit 10.32.7 to our Quarterly Report on
    Form 10-Q
    filed on November 14, 2006). 119




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##### Table of Contents



ExhibitNumber

Description10
.34.8

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Childrens Health Insurance Program
    effectively extending the contract through August 31, 2006
    (incorporated by reference to Exhibit 10.32.8 to our Annual
    Report on
    Form 10-K,
    filed on March 1, 2006).*10
.34.9

Health & Human Services Commission Uniform Managed
    Care Contract covering all service areas and products in which
    the subsidiary has agreed to participate, effective
    September 1, 2006 (incorporated by reference to
    exhibit 10.32.9 to our Quarterly Report on
    Form 10-Q
    filed on November 14, 2006).*10
.34.10

Amendment, effective September 1, 2007, to the
    Health & Human Services Commission Agreement for
    Health Services to the STAR, STAR+PLUS, CHIP, CHIP Perinatal,
    programs in the Bexar, Dallas, Harris, Nueces, Tarrant and
    Travis Service Delivery Areas effectively extending the contract
    through August 31, 2008 (incorporated by reference to
    Exhibit 10.35.10 to our Quarterly Report on
    Form 10-Q
    filed on November 2, 2007).*10
.34.11

Amendment effective September 1, 2008, to the
    Health & Human Services Commission Agreement for
    Health Services to the STAR, STAR+PLUS, CHIP, CHIP Perinatal
    programs effectively extending the contract through
    August 31, 2009, (incorporated by reference to
    Exhibit 10.1 to our Quarterly Report on
    Form 10-Q
    filed on October 28, 2008).10
.35

Amendment No. 3 to Contract Risk Agreement between the
    State of Tennessee and AMERIGROUP Tennessee, Inc. effective
    July 1, 2008, (incorporated by reference to
    exhibit 10.8 to our Quarterly Report on
    Form 10-Q
    filed on July 29, 2008).*10
.36

Contract dated August 26, 2008 between the State of New
    Mexico and AMERIGROUP New Mexico, Inc. for the period from
    August 1, 2008 through June 30, 2012, (incorporated by
    reference to Exhibit 10.2 to our Quarterly Report on
    Form 10-Q
    filed on October 28, 2008).10
.37

Settlement Agreement dated as of August 13, 2008, by and
    among the United States of America, acting through the United
    States Department of Justice and on behalf of the Office of
    Inspector General of the Department of Health and Human
    Services; the State of Illinois acting through the Office of the
    Illinois Attorney General; Cleveland A. Tyson; AMERIGROUP
    Corporation; and AMERIGROUP Illinois, Inc. (incorporated by
    reference to Exhibit 10.1 to our Current Report on
    Form 8-K
    on August 14, 2008).10
.38.2

AMERIGROUP Corporation Amended and Restated Change in Control
    Benefit Policy dated November 6, 2008 (incorporated by
    reference to Exhibit 10.3 to our Current Report on
    Form 8-K
    filed on November 12, 2008).10
.39

AMERIGROUP Corporation Corporate Integrity Agreement
    (incorporated by reference to Exhibit 10.2 to our Current
    Report on Form 8-K filed on August 14, 2008).12
.1

Computation of Ratio of Earnings to Fixed Charges14
.3

AMERIGROUP Corporation Amended and Restated Code of Business
    Conduct and Ethics dated November 6, 2008, (incorporated by
    reference to Exhibit 14.1 to our Current Report on
    Form 8-K
    filed on November 12, 2008).21
.1

List of Subsidiaries23
.1

Consent of KPMG LLP, Independent Registered Public Accounting
    Firm, with respect to financial statements of the registrant.31
.1

Certification of Chief Executive Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated
    February 24, 2009.31
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated
    February 24, 2009.32


Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of Sarbanes-Oxley Act of
    2002, dated February 24, 2009.     *
    
    The Company has requested confidential treatment of the redacted
    portions of this exhibit pursuant to
    Rule 24b-2,
    under the Securities Exchange Act of 1934, as amended, and has
    separately filed a complete copy of this exhibit with the
    Securities and Exchange Commission. 120