##### 









UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


Form 10-Q


|   |  |                                                                                             
|-- |  | --------------------------------------------------------------------------------------------
|þ  |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 
|  
|   |  | For the quarterly period ended March 31, 2005                                               
|  
|OR
|  
|o  |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
|  
|   |  | For the transition period
    from           to                                             

Commission File Number 001-31574





AMERIGROUP Corporation


(Exact name of registrants 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, VA(Address of principal executive offices) |  | 23462(Zip Code)                         

Registrants telephone number, including area code:


(757) 490-6900


þ o


þ o












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##### 



AMERIGROUP Corporation
And Subsidiaries


Table Of
Contents


|                                  |  |                                                                                                               |  |  |    | 
|--------------------------------- |  | ------------------------------------------------------------------------------------------------------------- |  |  | -- | 
|Part I. Financial
    Information
|Item 1.                           |  | Financial Statements                                                                                          |  |  | 3  | 
|                                  |  | Condensed Consolidated Balance Sheets as of March 31, 2005
    and December 31, 2004                          |  |  | 3  | 
|                                  |  | Condensed Consolidated Income Statements for the three month
    periods ended March 31, 2005 and 2004        |  |  | 4  | 
|                                  |  | Condensed Consolidated Statements of Cash Flows for the three
    month periods ended March 31, 2005 and 2004 |  |  | 5  | 
|                                  |  | Notes to Condensed Consolidated Financial Statements                                                          |  |  | 6  | 
|Item 2.                           |  | Managements Discussion and Analysis of Financial Condition
    and Results of Operations                     |  |  | 11 | 
|Item 3.                           |  | Quantitative and Qualitative Disclosures About Market Risk                                                    |  |  | 17 | 
|Item 4.                           |  | Controls and Procedures                                                                                       |  |  | 17 | 
|Part II. Other
    Information   
|Item 1.                           |  | Legal Proceedings                                                                                             |  |  | 18 | 
|Item 2.                           |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                   |  |  | 18 | 
|Item 3.                           |  | Defaults Upon Senior Securities                                                                               |  |  | 18 | 
|Item 4.                           |  | Submission of Matters to a Vote of Security Holders                                                           |  |  | 18 | 
|Item 5.                           |  | Other Information                                                                                             |  |  | 19 | 
|Item 6.                           |  | Exhibits                                                                                                      |  |  | 20 | 

2



---



##### 



Part I. Financial
Information




|        |                     
|------- | --------------------
|Item 1. | Financial Statements

AMERIGROUP Corporation
And Subsidiaries


Condensed Consolidated
Balance Sheets


|                                                      |                                                                                                                                                                                  |                            |         |         |              |   |         |         |         | 
|----------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------- | ------- | ------------ | - | ------- | ------- | ------- | 
|                                                      |                                                                                                                                                                                  | March 31,                  |         |         | December 31, |  
|                                                      |                                                                                                                                                                                  | 2005                       |         |         | 2004         |  
|                                                      |                                                                                                                                                                                  |                            |         |         |              |  
|                                                      |                                                                                                                                                                                  | (Dollars in thousands)     |        
|ASSETS                                               
|Current assets:                                       |                                                                                                                                                                                  |                            |         |         |              |   |         |        
|                                                      | Cash and cash equivalents                                                                                                                                                        |                            | $       | 289,567 |              |   | $       | 227,130 |        
|                                                      | Short-term investments                                                                                                                                                           |                            |         | 48,178  |              |   |         | 176,364 |        
|                                                      | Premium receivables                                                                                                                                                              |                            |         | 39,347  |              |   |         | 44,081  |        
|                                                      | Deferred income taxes                                                                                                                                                            |                            |         | 12,264  |              |   |         | 11,019  |        
|                                                      | Prepaid expenses and other current assets                                                                                                                                        |                            |         | 20,755  |              |   |         | 18,737  |        
|                                                      |                                                                                                                                                                                  |                            |         |         |              |  
|                                                      |                                                                                                                                                                                  | Total current assets       |         |         | 410,111      |   |         |         | 477,331 | 
|Long-term investments                                 |                                                                                                                                                                                  |                            | 213,391 |         |              |   | 208,565 |        
|Investments on deposit for licensure                  |                                                                                                                                                                                  |                            | 51,988  |         |              |   | 38,365  |        
|Property and equipment, net                           |                                                                                                                                                                                  |                            | 35,814  |         |              |   | 34,030  |        
|Software, net                                         |                                                                                                                                                                                  |                            | 18,881  |         |              |   | 16,268  |        
|Other long-term assets                                |                                                                                                                                                                                  |                            | 5,443   |         |              |   | 4,909   |        
|Goodwill and other intangible assets, net             |                                                                                                                                                                                  |                            | 252,051 |         |              |   | 140,382 |        
|                                                      |                                                                                                                                                                                  |                            |         |         |              |  
|                                                      |                                                                                                                                                                                  | $                          | 987,679 |         |              | $ | 919,850 |        
|                                                      |                                                                                                                                                                                  |                            |         |         |              |  
|                                                     
|LIABILITIES AND STOCKHOLDERS EQUITY                 
|Current liabilities:                                  |                                                                                                                                                                                  |                            |         |         |              |   |         |        
|                                                      | Claims payable                                                                                                                                                                   |                            | $       | 254,304 |              |   | $       | 241,253 |        
|                                                      | Accounts payable                                                                                                                                                                 |                            |         | 4,594   |              |   |         | 4,826   |        
|                                                      | Unearned revenue                                                                                                                                                                 |                            |         | 62,431  |              |   |         | 34,228  |        
|                                                      | Accrued payroll and related liabilities                                                                                                                                          |                            |         | 18,247  |              |   |         | 18,606  |        
|                                                      | Accrued expenses and other current liabilities                                                                                                                                   |                            |         | 25,599  |              |   |         | 35,068  |        
|                                                      | Current portion of capital lease obligations                                                                                                                                     |                            |         | 2,824   |              |   |         | 3,168   |        
|                                                      |                                                                                                                                                                                  |                            |         |         |              |  
|                                                      |                                                                                                                                                                                  | Total current liabilities  |         |         | 367,999      |   |         |         | 337,149 | 
|Capital lease obligations, less current portion       |                                                                                                                                                                                  |                            | 2,383   |         |              |   | 2,878   |        
|Deferred income taxes and other long-term liabilities |                                                                                                                                                                                  |                            | 16,085  |         |              |   | 11,111  |        
|                                                      |                                                                                                                                                                                  |                            |         |         |              |  
|                                                      |                                                                                                                                                                                  | Total liabilities          |         |         | 386,467      |   |         |         | 351,138 | 
|                                                      |                                                                                                                                                                                  |                            |         |         |              |  
|Stockholders equity:                                 |                                                                                                                                                                                  |                            |         |         |              |   |         |        
|                                                      | Common stock, $0.01 par value. Authorized
    100,000,000 shares; issued and outstanding 51,158,829 and
    50,529,724 at March 31, 2005 and December 31, 2004,
    respectively |                            |         | 512     |              |   |         | 505     |        
|                                                      | Additional paid-in capital                                                                                                                                                       |                            |         | 364,533 |              |   |         | 352,417 |        
|                                                      | Retained earnings                                                                                                                                                                |                            |         | 236,167 |              |   |         | 215,790 |        
|                                                      |                                                                                                                                                                                  |                            |         |         |              |  
|                                                      |                                                                                                                                                                                  | Total stockholders equity |         |         | 601,212      |   |         |         | 568,712 | 
|                                                      |                                                                                                                                                                                  |                            |         |         |              |  
|                                                      |                                                                                                                                                                                  | $                          | 987,679 |         |              | $ | 919,850 |        
|                                                      |                                                                                                                                                                                  |                            |         |         |              |  



3



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##### 



AMERIGROUP Corporation
And Subsidiaries


Condensed Consolidated
Income Statements


|                      |                                     |                                                                                               |        |         |            |  |        |         |            | 
|--------------------- | ----------------------------------- | --------------------------------------------------------------------------------------------- | ------ | ------- | ---------- |  | ------ | ------- | ---------- | 
|                      |                                     | Three Months Ended                                                                            |       
|                      |                                     | March 31,                                                                                     |       
|                      |                                     |                                                                                               |       
|                      |                                     | 2005                                                                                          |        |         | 2004       | 
|                      |                                     |                                                                                               |        |         |            | 
|                      |                                     | (Dollars in thousands, except for                                                             |       
|                      |                                     | per share data)                                                                               |       
|Revenues:             |                                     |                                                                                               |        |         |            |  |        |        
|                      | Premium                             |                                                                                               | $      | 553,888 |            |  | $      | 422,335 |           
|                      | Investment income and other         |                                                                                               |        | 3,624   |            |  |        | 1,960   |           
|                      |                                     |                                                                                               |        |         |            | 
|                      |                                     | Total revenues                                                                                |        |         | 557,512    |  |        |         | 424,295    | 
|                      |                                     |                                                                                               |        |         |            | 
|Expenses:             |                                     |                                                                                               |        |         |            |  |        |        
|                      | Health benefits                     |                                                                                               |        | 454,404 |            |  |        | 342,247 |           
|                      | Selling, general and administrative |                                                                                               |        | 62,041  |            |  |        | 45,487  |           
|                      | Depreciation and amortization       |                                                                                               |        | 7,091   |            |  |        | 5,624   |           
|                      | Interest                            |                                                                                               |        | 160     |            |  |        | 181     |           
|                      |                                     |                                                                                               |        |         |            | 
|                      |                                     | Total expenses                                                                                |        |         | 523,696    |  |        |         | 393,539    | 
|                      |                                     |                                                                                               |        |         |            | 
|                      |                                     | Income before income taxes                                                                    |        |         | 33,816     |  |        |         | 30,756     | 
|Income tax expense    |                                     |                                                                                               | 13,373 |         |            |  | 12,318 |        
|                      |                                     |                                                                                               |        |         |            | 
|                      |                                     | Net income                                                                                    |        | $       | 20,443     |  |        | $       | 18,438     | 
|                      |                                     |                                                                                               |        |         |            | 
|Net income per share: |                                     |                                                                                               |        |         |            |  |        |        
|                      |                                     | Basic net income per share                                                                    |        | $       | 0.40       |  |        | $       | 0.38       | 
|                      |                                     |                                                                                               |        |         |            | 
|                      |                                     | Weighted average number of common shares outstanding                                          |        |         | 50,737,252 |  |        |         | 49,124,828 | 
|                      |                                     |                                                                                               |        |         |            | 
|                      |                                     | Diluted net income per share                                                                  |        | $       | 0.39       |  |        | $       | 0.36       | 
|                      |                                     |                                                                                               |        |         |            | 
|                      |                                     | Weighted average number of common shares and dilutive potential
    common shares outstanding |        |         | 52,961,652 |  |        |         | 51,258,930 | 
|                      |                                     |                                                                                               |        |         |            | 



4



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##### 



AMERIGROUP Corporation
And Subsidiaries


Condensed Consolidated
Statements Of Cash Flows


|                                                     |                                                                                       |                                                                                           |                                                   |                                                     |        |         |         |          |       |         |         |  
|---------------------------------------------------- | ------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------- | ------------------------------------------------- | --------------------------------------------------- | ------ | ------- | ------- | -------- | ----- | ------- | ------- | -
|                                                     |                                                                                       | Three Months Ended                                                                        |                                                  
|                                                     |                                                                                       | March 31,                                                                                 |                                                  
|                                                     |                                                                                       |                                                                                           |                                                  
|                                                     |                                                                                       | 2005                                                                                      |                                                   |                                                     | 2004   |        
|                                                     |                                                                                       |                                                                                           |                                                   |                                                     |        |        
|                                                     |                                                                                       | (Dollars in thousands)                                                                    |                                                  
|Cash flows from operating activities:                |                                                                                       |                                                                                           |                                                   |                                                     |        |         |         |         
|                                                     | Net income                                                                            |                                                                                           | $                                                 | 20,443                                              |        |         | $       | 18,438   |      
|                                                     | Adjustments to reconcile net income to net cash provided by
    operating activities: |                                                                                           |                                                   |                                                     |        |         |         |          |      
|                                                     |                                                                                       | Depreciation and amortization                                                             |                                                   |                                                     | 7,091  |         |         |          | 5,624 |        
|                                                     |                                                                                       | Loss on disposal or abandonment of property, equipment and
    software                   |                                                   |                                                     |       |         |         |          | 1,112 |        
|                                                     |                                                                                       | Deferred tax (benefit) expense                                                            |                                                   |                                                     | (1,480 | )       |         |          | 931   |        
|                                                     |                                                                                       | Amortization of deferred compensation                                                     |                                                   |                                                     |       |         |         |          | 57    |        
|                                                     |                                                                                       | Tax benefit related to exercise of stock options                                          |                                                   |                                                     | 6,210  |         |         |          | 2,397 |        
|                                                     |                                                                                       | Changes in assets and liabilities increasing
    (decreasing) cash flows from operations: |                                                   |                                                     |        |         |         |          |       |        
|                                                     |                                                                                       |                                                                                           | Premium receivables                               |                                                     |        | 10,561  |         |          |       | 3,843   |        
|                                                     |                                                                                       |                                                                                           | Prepaid expenses and other current assets         |                                                     |        | 1,118   |         |          |       | 122     |        
|                                                     |                                                                                       |                                                                                           | Other assets                                      |                                                     |        | (608    | )       |          |       | (816    | )      
|                                                     |                                                                                       |                                                                                           | Claims payable                                    |                                                     |        | (14,373 | )       |          |       | 592     |        
|                                                     |                                                                                       |                                                                                           | Accounts payable, accrued expenses and other, net |                                                     |        | (12,666 | )       |          |       | (4,984  | )      
|                                                     |                                                                                       |                                                                                           | Unearned revenue                                  |                                                     |        | 28,110  |         |          |       | (27,575 | )      
|                                                     |                                                                                       |                                                                                           | Other long-term liabilities                       |                                                     |        | (723    | )       |          |       | 338     |        
|                                                     |                                                                                       |                                                                                           |                                                   |                                                     |        |        
|                                                     |                                                                                       |                                                                                           |                                                   | Net cash provided by operating activities           |        |         | 43,683  |          |       |         | 79      |  
|                                                     |                                                                                       |                                                                                           |                                                   |                                                     |        |        
|Cash flows from investing activities:                |                                                                                       |                                                                                           |                                                   |                                                     |        |         |         |         
|                                                     | Proceeds from sales of available-for-sale securities                                  |                                                                                           |                                                   | 795,775                                             |        |         |         | 911,771  |      
|                                                     | Purchase of available for sale investments                                            |                                                                                           |                                                   | (669,275                                            | )      |         |         | (977,250 | )    
|                                                     | Proceeds from redemption of held-to-maturity securities                               |                                                                                           |                                                   | 23,500                                              |        |         |         | 109,978  |      
|                                                     | Purchase of held-to-maturity investments                                              |                                                                                           |                                                   | (26,706                                             | )      |         |         | (51,781  | )    
|                                                     | Purchase of property and equipment and software                                       |                                                                                           |                                                   | (4,894                                              | )      |         |         | (3,999   | )    
|                                                     | Proceeds from redemption of investments on deposit for licensure                      |                                                                                           |                                                   | 7,844                                               |        |         |         | 30,083   |      
|                                                     | Purchase of investments on deposit for licensure                                      |                                                                                           |                                                   | (13,440                                             | )      |         |         | (30,194  | )    
|                                                     | Acquisition, net of cash acquired                                                     |                                                                                           |                                                   | (99,030                                             | )      |         |         |         |      
|                                                     | Purchase price adjustment received                                                    |                                                                                           |                                                   |                                                    |        |         |         | 48       |      
|                                                     |                                                                                       |                                                                                           |                                                   |                                                     |        |        
|                                                     |                                                                                       |                                                                                           |                                                   | Net cash provided by (used in) investing activities |        |         | 13,774  |          |       |         | (11,344 | )
|                                                     |                                                                                       |                                                                                           |                                                   |                                                     |        |        
|Cash flows from financing activities:                |                                                                                       |                                                                                           |                                                   |                                                     |        |         |         |         
|                                                     | Net decrease in bank overdrafts                                                       |                                                                                           |                                                   |                                                    |        |         |         | (3,876   | )    
|                                                     | Payment of capital lease obligations                                                  |                                                                                           |                                                   | (933                                                | )      |         |         | (1,131   | )    
|                                                     | Proceeds from exercise of common stock options and employee
    stock purchases       |                                                                                           |                                                   | 5,913                                               |        |         |         | 4,454    |      
|                                                     |                                                                                       |                                                                                           |                                                   |                                                     |        |        
|                                                     |                                                                                       |                                                                                           |                                                   | Net cash provided by (used in) financing activities |        |         | 4,980   |          |       |         | (553    | )
|                                                     |                                                                                       |                                                                                           |                                                   |                                                     |        |        
|Net increase (decrease) in cash and cash equivalents |                                                                                       |                                                                                           | 62,437                                            |                                                     |        |         | (11,818 | )       
|Cash and cash equivalents at beginning of period     |                                                                                       |                                                                                           | 227,130                                           |                                                     |        |         | 84,030  |         
|                                                     |                                                                                       |                                                                                           |                                                   |                                                     |        |        
|Cash and cash equivalents at end of period           |                                                                                       | $                                                                                         | 289,567                                           |                                                     |        | $       | 72,212  |         
|                                                     |                                                                                       |                                                                                           |                                                   |                                                     |        |        
|Supplemental disclosures of cash flow information:   |                                                                                       |                                                                                           |                                                   |                                                     |        |         |         |         
|                                                     | Cash paid for interest                                                                |                                                                                           | $                                                 | 164                                                 |        |         | $       | 92       |      
|                                                     |                                                                                       |                                                                                           |                                                   |                                                     |        |        
|                                                     | Cash paid for income taxes                                                            |                                                                                           | $                                                 | 1,255                                               |        |         | $       | 2,591    |      
|                                                     |                                                                                       |                                                                                           |                                                   |                                                     |        |        



|                                           |                     |   |         |         | 
|------------------------------------------ | ------------------- | - | ------- | ------- | 
|Assets acquired, including cash of $27,755 |                     | $ | 163,869 |        
|Liabilities assumed                        |                     |   | 37,084  |        
|                                           |                     |   |        
|                                           | Net assets acquired |   | $       | 126,785 | 
|                                           |                     |   |        



5



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##### 



AMERIGROUP Corporation
And Subsidiaries


Notes To Condensed
Consolidated Financial Statements


(Dollars in thousands, except for per share data)










|                              |                                                                                               |                    |   |            |      |  |   |            | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ------------------ | - | ---------- | ---- |  | - | ---------- | 
|                              |                                                                                               | Three Months Ended |  
|                              |                                                                                               | March 31,          |  
|                              |                                                                                               |                    |  
|                              |                                                                                               | 2005               |   |            | 2004 | 
|                              |                                                                                               |                    |   |            |      | 
|Basic net income per share:   |                                                                                               |                    |   |            |      |  |   |           
|                              | Net income                                                                                    |                    | $ | 20,443     |      |  | $ | 18,438     | 
|                              |                                                                                               |                    |   |            |      | 
|                              | Weighted average number of common shares outstanding                                          |                    |   | 50,737,252 |      |  |   | 49,124,828 | 
|                              |                                                                                               |                    |   |            |      | 
|                              | Basic net income per share                                                                    |                    | $ | 0.40       |      |  | $ | 0.38       | 
|                              |                                                                                               |                    |   |            |      | 
|Diluted net income per share: |                                                                                               |                    |   |            |      |  |   |           
|                              | Net income                                                                                    |                    | $ | 20,443     |      |  | $ | 18,438     | 
|                              |                                                                                               |                    |   |            |      | 
|                              | Weighted average number of common shares outstanding                                          |                    |   | 50,737,252 |      |  |   | 49,124,828 | 
|                              | Dilutive effect of stock options (as determined by applying the
    treasury stock method)    |                    |   | 2,224,400  |      |  |   | 2,134,102  | 
|                              |                                                                                               |                    |   |            |      | 
|                              | Weighted average number of common shares and dilutive potential
    common shares outstanding |                    |   | 52,961,652 |      |  |   | 51,258,930 | 
|                              |                                                                                               |                    |   |            |      | 
|                              | Diluted net income per share                                                                  |                    | $ | 0.39       |      |  | $ | 0.36       | 
|                              |                                                                                               |                    |   |            |      | 

6



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##### 



AMERIGROUP Corporation
And Subsidiaries


Notes To Condensed
Consolidated Financial
Statements  (Continued)


Accounting for Stock-Based
Compensation Accounting for Stock Issued to Employees Accounting for Stock-Based
Compensation  Transition and Disclosure


|                              |                                                                                                                                                     |                    |   |        |      |  |   |        | 
|----------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | - | ------ | ---- |  | - | ------ | 
|                              |                                                                                                                                                     | Three Months Ended |  
|                              |                                                                                                                                                     | March 31,          |  
|                              |                                                                                                                                                     |                    |  
|                              |                                                                                                                                                     | 2005               |   |        | 2004 | 
|                              |                                                                                                                                                     |                    |   |        |      | 
|Net income:                   |                                                                                                                                                     |                    |   |        |      |  |   |       
|                              | Reported net income                                                                                                                                 |                    | $ | 20,443 |      |  | $ | 18,438 | 
|                              | Deduct: Total stock-based employee compensation expense
    determined under fair value based method for all awards, net of
    related tax effects |                    |   | 4,231  |      |  |   | 2,104  | 
|                              |                                                                                                                                                     |                    |   |        |      | 
|                              | Proforma net income                                                                                                                                 |                    | $ | 16,212 |      |  | $ | 16,334 | 
|                              |                                                                                                                                                     |                    |   |        |      | 
|Basic net income per share:   |                                                                                                                                                     |                    |   |        |      |  |   |       
|                              | Reported basic net income per share                                                                                                                 |                    | $ | 0.40   |      |  | $ | 0.38   | 
|                              | Proforma basic net income per share                                                                                                                 |                    |   | 0.32   |      |  |   | 0.33   | 
|Diluted net income per share: |                                                                                                                                                     |                    |   |        |      |  |   |       
|                              | Reported diluted net income per share                                                                                                               |                    | $ | 0.39   |      |  | $ | 0.36   | 
|                              | Proforma diluted net income per share                                                                                                               |                    |   | 0.31   |      |  |   | 0.33   | 









7



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##### 



AMERIGROUP Corporation
And Subsidiaries


Notes To Condensed
Consolidated Financial
Statements  (Continued)








|                                     |                           |   |         |         | 
|------------------------------------ | ------------------------- | - | ------- | ------- | 
|Cash and cash equivalents            |                           | $ | 27,755  |        
|Investments on deposit for licensure |                           |   | 8,027   |        
|Goodwill and other intangible assets |                           |   | 114,164 |        
|Property and equipment               |                           |   | 3,941   |        
|Other assets                         |                           |   | 9,982   |        
|                                     |                           |   |        
|                                     | Total assets acquired     |   |         | 163,869 | 
|                                     |                           |   |        
|Claims payable                       |                           |   | 27,424  |        
|Other liabilities                    |                           |   | 9,660   |        
|                                     |                           |   |        
|                                     | Total liabilities assumed |   |         | 37,084  | 
|                                     |                           |   |        
|                                     | Net assets acquired       |   | $       | 126,785 | 
|                                     |                           |   |        



|                                       |  |   |        |              |  |  |             | 
|-------------------------------------- |  | - | ------ | ------------ |  |  | ----------- | 
|                                       |  |   |        | Amortization | 
|                                       |  |   |        | Period       | 
|                                       |  |   |        |              | 
|Membership rights and provider network |  | $ | 12,900 |              |  |  | 10 years    | 
|Non-compete agreement and trademarks   |  |   | 1,080  |              |  |  | 1 - 3 years | 
|                                       |  |   |        |              |  | 
|                                       |  | $ | 13,980 |              |  |  |             | 
|                                       |  |   |        |              |  | 



|                                    |  |   |           | 
|----------------------------------- |  | - | --------- | 
|Total revenue                       |  | $ | 2,017,349 | 
|                                    |  |   |          
|Health benefits                     |  |   | 1,608,656 | 
|Selling, general and administrative |  |   | 230,543   | 
|Deprecation and amortization        |  |   | 28,734    | 
|                                    |  |   |          
|Income before income taxes          |  |   | 149,416   | 
|Provision for income taxes          |  |   | 59,093    | 
|                                    |  |   |          
|Net income                          |  | $ | 90,323    | 
|                                    |  |   |          

8



---



##### 



AMERIGROUP Corporation
And Subsidiaries


Notes To Condensed
Consolidated Financial
Statements  (Continued)






ex rel




9



---



##### 



AMERIGROUP Corporation
And Subsidiaries


Notes To Condensed
Consolidated Financial
Statements  (Continued)


Shared-Based Payment, Statement of Cash Flows.








| |                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. A modified prospective method in which
    compensation cost is recognized beginning with the effective
    date (a) based on the requirements of
    SFAS No. 123(R) for all share-based payments granted
    after the effective date and (b) based on the requirements
    of SFAS No. 123 for all awards granted to employees
    prior to the effective date of SFAS No. 123(R) that
    remain unvested on the effective date.
|
| | 2. A modified retrospective method which
    includes the requirements of the modified prospective method
    described above, but also permits entities to restate based on
    the amounts previously recognized under SFAS No. 123
    for purposes of proforma disclosures.                                                                                                                                                        







|                                                      |                            |                    |        |        |      |   |        |        | 
|----------------------------------------------------- | -------------------------- | ------------------ | ------ | ------ | ---- | - | ------ | ------ | 
|                                                      |                            | Three Months Ended |       
|                                                      |                            | March 31,          |       
|                                                      |                            |                    |       
|                                                      |                            | 2005               |        |        | 2004 |  
|                                                      |                            |                    |        |        |      |  
|Net income                                            |                            | $                  | 20,443 |        |      | $ | 18,438 |       
|Changes in unrealized loss on investments, net of tax |                            |                    | (66    | )      |      |   |       |       
|                                                      |                            |                    |        |        |      |  
|                                                      | Total comprehensive income |                    | $      | 20,377 |      |   | $      | 18,438 | 
|                                                      |                            |                    |        |        |      |  

10



---



##### 





|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|Item 2. | Managements Discussion and Analysis of Financial
    Condition and Results of Operations

Forward-looking Statements








| |   |                                                                                                                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | national, state and local economic conditions, including their
    effect on the rate increase process, timing of payments, and the
    availability and cost of labor, utilities and materials;                                                        
|
| |  | the effect of government regulations and changes in regulations
    governing the healthcare industry, including our compliance with
    such regulations and their effect on certain of our unit costs
    and our ability to manage our medical costs;
|
| |  | changes in Medicaid payment levels and methodologies and the
    application of such methodologies by the Federal and state
    governments;                                                                                                            
|
| |  | 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; and                                                                                                                                                                                                                                
|
| |  | terrorism.                                                                                                                                                                                                                                              



11



---



##### 



Overview








| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Organic growth  Our same-store premium revenues for
    the three months ended March 31, 2005, increased 17.8% over
    the same period in 2004 from membership increases in existing
    service areas and new markets and premium rate increases
    received after March 31, 2004 to date. The reversal of an
    estimated Maryland premium recoupment previously recorded
    accounted for 1.4% of the increase in our same-store premium
    revenue.                                                                                                                                                       
|
| |  | Growth through acquisitions  Effective
    January 1, 2005, we completed our stock acquisition of
    CarePlus in New York City, New York, pursuant to the terms of
    the merger agreement. CarePlus services approximately 115,000
    members covered by New York States Medicaid, Child Health
    Plus and Family Health Plus programs. CarePlus service
    areas include New York City (Brooklyn, Manhattan, Queens and
    Staten Island) and Putnam County, New York. CarePlus accounted
    for 42.8% of the premium revenue increase in the first quarter
    of 2005 over the first quarter of 2004.













12



---



##### 













|                                                        |  |           |           |   |      |  |         | 
|------------------------------------------------------- |  | --------- | --------- | - | ---- |  | ------- | 
|                                                        |  | March 31, |          
|                                                        |  |           |          
|                                                        |  | 2005      |           |   | 2004 | 
|                                                        |  |           |           |   |      | 
|Texas                                                   |  |           | 392,000   |   |      |  | 340,000 | 
|Florida                                                 |  |           | 219,000   |   |      |  | 232,000 | 
|Maryland                                                |  |           | 131,000   |   |      |  | 124,000 | 
|New York                                                |  |           | 119,000   |   |      |  |        | 
|New Jersey                                              |  |           | 107,000   |   |      |  | 101,000 | 
|District of Columbia                                    |  |           | 41,000    |   |      |  | 37,000  | 
|Chicago                                                 |  |           | 38,000    |   |      |  | 33,000  | 
|                                                        |  |           |           |   |      | 
|Total                                                   |  |           | 1,047,000 |   |      |  | 867,000 | 
|                                                        |  |           |           |   |      | 
|Percentage growth from March 31, 2004 to March 31, 2005 |  |           | 20.8      | % |      |  |         | 

13



---



##### 





|                            |  |           |           |  |      |  |         | 
|--------------------------- |  | --------- | --------- |  | ---- |  | ------- | 
|                            |  | March 31, |          
|                            |  |           |          
|Product                     |  | 2005      |           |  | 2004 | 
|                            |  |           |           |  |      | 
|AMERICAID (Medicaid  TANF) |  |           | 735,000   |  |      |  | 589,000 | 
|AMERIKIDS (SCHIP)           |  |           | 194,000   |  |      |  | 189,000 | 
|AMERIPLUS (Medicaid  SSI)  |  |           | 82,000    |  |      |  | 74,000  | 
|AMERIFAM (FamilyCare)       |  |           | 36,000    |  |      |  | 15,000  | 
|                            |  |           |           |  |      | 
|Total                       |  |           | 1,047,000 |  |      |  | 867,000 | 
|                            |  |           |           |  |      | 





Results of Operations




|                                             |  |                 |       |   |      |  |       |  
|-------------------------------------------- |  | --------------- | ----- | - | ---- |  | ----- | -
|                                             |  | Three Months    |      
|                                             |  | Ended March 31, |      
|                                             |  |                 |      
|                                             |  | 2005            |       |   | 2004 | 
|                                             |  |                 |       |   |      | 
|Premium revenue                              |  |                 | 99.3  | % |      |  | 99.5  | %
|Investment income and other                  |  |                 | 0.7   |   |      |  | 0.5   |  
|                                             |  |                 |       |   |      | 
|Total revenues                               |  |                 | 100.0 | % |      |  | 100.0 | %
|                                             |  |                 |       |   |      | 
|Health benefits(1)                           |  |                 | 82.0  | % |      |  | 81.0  | %
|Selling, general and administrative expenses |  |                 | 11.1  | % |      |  | 10.7  | %
|Income before income taxes                   |  |                 | 6.1   | % |      |  | 7.2   | %
|Net income                                   |  |                 | 3.7   | % |      |  | 4.3   | %






|    |                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The HBR is shown as a percentage of premium revenue because
    there is a direct relationship between the premium received and
    the health benefits provided.

14



---



##### 



Three Month Period Ended March 31, 2005 Compared to
Three Month Period Ended March 31, 2004




| |         
| | --------
| | Revenues







| |                
| | ---------------
| | Health benefits





| |                                             
| | --------------------------------------------
| | Selling, general and administrative expenses





| |                 
| | ----------------
| | Interest expense





| |                           
| | --------------------------
| | Provision for income taxes





| |                                
| | -------------------------------
| | Liquidity and capital resources





15



---



##### 



















| |   |                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | an increase in net income of $2.0 million;                                                                                                                                                                          
|
| |  | an increase in the change in premium receivables of
    $6.7 million primarily due to an increase in the rate of
    payment from a 60 day lag to a 30 day lag in one of
    the states in which we do business; and
|
| |  | an increase in the change of unearned revenue of
    $55.7 million due to the timing of premium receipts in one
    of our states;                                                                                  





| |   |                                                                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a decrease in the change in claims payable of $15.0 million
    primarily due to increased claims payments that resulted from
    claim systems improvements in the first quarter of 2005; and                     
|
| |  | a decrease in the change in accounts payable, accrued expenses
    and other liabilities of $7.7 million primarily as a result
    of the decrease in the contingent liability accrued for the
    Maryland market.



16



---



##### 











Regulatory Capital and Dividend Restrictions






|        |                                                               
|------- | --------------------------------------------------------------
|Item 3. | Quantitative and Qualitative Disclosures About Market
    Risk





|        |                        
|------- | -----------------------
|Item 4. | Controls and Procedures



17



---



##### 










Part II. Other
Information







|        |                  
|------- | -----------------
|Item 1. | Legal Proceedings

ex
rel








|        |                                                                
|------- | ---------------------------------------------------------------
|Item 2. | Unregistered Sales of Equity Securities and Use of
    Proceeds





|        |                                
|------- | -------------------------------
|Item 3. | Defaults Upon Senior Securities





|        |                                                    
|------- | ---------------------------------------------------
|Item 4. | Submission of Matters to a Vote of Security Holders



18



---



##### 





|        |                  
|------- | -----------------
|Item 5. | Other Information



19



---



##### 



Item 6.


|        |    |             |  |                                                                                                                                                                                                                                                                                                                                                      
|------- | -- | ----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |            
|Number  |    | Description
|        |    |            
|        | 3  | .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          |  | By-Laws of the Company (incorporated by reference to
    exhibit 3.2 to our Registration Statement on Form S-3
    (No. 333-108831)).                                                                                                                                                                                                                
|       
|        | 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          |  | AMERIGROUP Corporation Second Restated Investor Rights
    Agreement, dated July 28, 1998 (incorporated by reference
    to exhibit 4.2 to our Registration Statement on
    Form S-1 (No. 333-347410)).                                                                                                                                             
|       
|        | 10 | .22.7       |  | Amendment No. 00017, dated March 1, 2005, to the District
    of Columbia Healthy Families Programs, Department of Health
    Medical Assistance Administration, Prepaid, Capital Risk
    Contract (POHC-2002-D-2003) (incorporated by reference to
    Exhibit 10.22.7 to our Current Report on Form 8-K, filed on
    May 5, 2005).               
|       
|        | 10 | .23.3       |  | Amendment No. 13, dated August 31, 2004, to the
    September 1, 2002 Contract for Services between the Health
    and Human Services and AMERIGROUP Texas, Inc. (Childrens Health
    Insurance Program Agreement (No. 52-00-139-M)) (incorporated by
    reference to Exhibit 10.23.3 to our Current Report on Form
    8-K, filed on May 5, 2005).
|       
|        | 10 | .25.3       |  | Amendment No. 4, dated February 28, 2005, to the
    June 28, 2002 Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida Inc. (AHCA Contract No. FA523) (incorporated by
    reference to Exhibit 10.25.3 to our Current Report on
    Form 8-K, filed on May 5, 2005).                
|       
|        | 10 | .25.4       |  | Amendment No. 5, dated March 31, 2005, to the
    June 28, 2002 Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida Inc. (AHCA Contract No. FA523) (incorporated by
    reference to Exhibit 10.25.4 to our Current Report on
    Form 8-K, filed on May 5, 2005).                   
|       
|        | 10 | .45         |  | Form 2003 Equity Incentive Plan of the Company (incorporated by
    reference to exhibit 10.37 to our Quarterly Report on Form
    10-Q for the quarter ended June 30, 2003, filed on
    August 11, 2003).                                                                                                                                          
|       
|        | 10 | .46         |  | Form 2003 Cash Incentive Plan of the Company (incorporated by
    reference to exhibit 10.38 to our Quarterly Report of Form
    10-Q for the last quarter ended June 30, 2003, filed on
    August 11, 2003).                                                                                                                                       
|       
|        | 10 | .47         |  | Closing Agreement dated January 3, 2005, between CarePlus,
    LLC and AMERIGROUP Corporation (incorporated by reference to
    Exhibit 10.47 to our Current Report on Form 8-K, filed on
    January 6, 2005).                                                                                                                                      
|       
|        | 10 | .48         |  | Medicaid Managed Care Model 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).                                                                                   
|       
|        | 10 | .48.1       |  | 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 L.L.C. (incorporated by
    reference to Exhibit 10.48.1 to our Current Report on Form
    8-K, filed on May 5, 2005).                                                     
|       
|        | 10 | .49         |  | Child Health Plus Contract by and between The State of New York
    Department of Health and Care Plus Health Plan is effective for
    the period July 1, 1998 through June 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 | .50         |  | Family Health Plus Model Contract by and between New York State
    Department of Health and CarePlus LLC is effective for the
    period October 1, 2001 through September 30, 2003
    (Contract No. C-017699) (incorporated by reference to
    Exhibit 10.50 to our Current Report on Form 8-K, filed on
    May 6, 2005).                       
|       
|        | 10 | .51         |  | Medicaid Managed Care Model Contract by and between the County
    of Putnam Department of Social Services and CarePlus Health Plan
    date October 1, 2004 (incorporated by reference to
    Exhibit 10.51 to our Current Report on Form 8-K, filed on
    May 6, 2005).                                                                           

20



---



##### 



|        |    |             |  |                                                                                                                                                                                                                                                                                                          
|------- | -- | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |            
|Number  |    | Description
|        |    |            
|       
|        | 10 | .51.1       |  | Contract Amendment dated January 1, 2005, to the Medicaid
    Managed Care Model Contract by and between the County of Putnam
    Department of Social Services and Care Plus Health Plan
    (incorporated by reference to Exhibit 10.51.1 to our
    Current Report on Form 8-K, filed on May 6, 2005).
|       
|        | 31 | .1          |  | Certification of Chief Executive Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated May 6,
    2005.                                                                                                                                                                               
|       
|        | 31 | .2          |  | Certification of Chief Financial Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated May 6,
    2005.                                                                                                                                                                               
|       
|        | 32 | .1          |  | Certification of Chief Executive Officer and Chief Accounting
    Officer pursuant to Section 906 of Sarbanes-Oxley Act of
    2002, dated May 6, 2005.                                                                                                                                                  

21



---



##### 



Signatures


Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned thereunto duly authorized.




| |                       
| | ----------------------
| | AMERIGROUP Corporation



| |     |                        
| | --- | -----------------------
| | By: | /s/ Jeffrey L. McWaters

| |                                     
| | ------------------------------------
| |                                     
| | Jeffrey L. McWaters                 
| | Chairman and Chief Executive Officer





| |     |                      
| | --- | ---------------------
| | By: | /s/ E. Paul Dunn, Jr.

| |                                      
| | -------------------------------------
| |                                      
| | E. Paul Dunn, Jr.                    
| | Executive Vice President,            
| | Chief Financial Officer and Treasurer



22



---



##### 



Exhibits


|        |    |             |  |                                                                                                                                                                                                                                                                                                                                                      
|------- | -- | ----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |            
|Number  |    | Description
|        |    |            
|        | 3  | .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          |  | By-Laws of the Company (incorporated by reference to
    exhibit 3.2 to our Registration Statement on Form S-3
    (No. 333-108831)).                                                                                                                                                                                                                
|       
|        | 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          |  | AMERIGROUP Corporation Second Restated Investor Rights
    Agreement, dated July 28, 1998 (incorporated by reference
    to exhibit 4.2 to our Registration Statement on
    Form S-1 (No. 333-347410)).                                                                                                                                             
|       
|        | 10 | .22.7       |  | Amendment No. 00017, dated March 1, 2005, to the District
    of Columbia Healthy Families Programs, Department of Health
    Medical Assistance Administration, Prepaid, Capital Risk
    Contract (POHC-2002-D-2003) (incorporated by reference to
    Exhibit 10.22.7 to our Current Report on Form 8-K, filed on May
    5, 2005).               
|       
|        | 10 | .23.3       |  | Amendment No. 13, dated August 31, 2004, to the
    September 1, 2002 Contract for Services between the Health
    and Human Services and AMERIGROUP Texas, Inc. (Childrens Health
    Insurance Program Agreement (No. 52-00-139-M)) (incorporated by
    reference to Exhibit 10.23.3 to our Current Report on Form 8-K,
    filed on May 5, 2005).
|       
|        | 10 | .25.3       |  | Amendment No. 4, dated February 28, 2005, to the
    June 28, 2002 Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida Inc. (AHCA Contract No. FA523) (incorporated by
    reference to Exhibit 10.25.3 to our Current Report on
    Form 8-K, filed on May 5, 2005).                
|       
|        | 10 | .25.4       |  | Amendment No. 5, dated March 31, 2005, to the
    June 28, 2002 Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida Inc. (AHCA Contract No. FA523) (incorporated by
    reference to Exhibit 10.25.4 to our Current Report on
    Form 8-K, filed on May 5, 2005).                   
|       
|        | 10 | .45         |  | Form 2003 Equity Incentive Plan of the Company (incorporated by
    reference to exhibit 10.37 to our Quarterly Report on Form
    10-Q for the quarter ended June 30, 2003, filed on
    August 11, 2003).                                                                                                                                          
|       
|        | 10 | .46         |  | Form 2003 Cash Incentive Plan of the Company (incorporated by
    reference to exhibit 10.38 to our Quarterly Report of Form
    10-Q for the last quarter ended June 30, 2003, filed on
    August 11, 2003).                                                                                                                                       
|       
|        | 10 | .47         |  | Closing Agreement dated January 3, 2005, between CarePlus,
    LLC and AMERIGROUP Corporation (incorporated by reference to
    Exhibit 10.47 to our Current Report on Form 8-K, filed on
    January 6, 2005).                                                                                                                                      
|       
|        | 10 | .48         |  | Medicaid Managed Care Model 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).                                                                                   
|       
|        | 10 | .48.1       |  | 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 L.L.C. (incorporated by
    reference to Exhibit 10.48.1 to our Current Report on Form
    8-K, filed on May 5, 2005).                                                     
|       
|        | 10 | .49         |  | Child Health Plus Contract by and between The State of New York
    Department of Health and Care Plus Health Plan is effective for
    the period July 1, 1998 through June 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 | .50         |  | Family Health Plus Model Contract by and between New York State
    Department of Health and CarePlus LLC is effective for the
    period October 1, 2001 through September 30, 2003
    (Contract No. C-017699) (incorporated by reference to
    Exhibit 10.50 to our Current Report on Form 8-K, filed on
    May 6, 2005).                       
|       
|        | 10 | .51         |  | Medicaid Managed Care Model Contract by and between the County
    of Putnam Department of Social Services and CarePlus Health Plan
    date October 1, 2004 (incorporated by reference to
    Exhibit 10.51 to our Current Report on Form 8-K, filed on
    May 6, 2005).                                                                           

23



---



##### 



|        |    |             |  |                                                                                                                                                                                                                                                                                                          
|------- | -- | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |            
|Number  |    | Description
|        |    |            
|       
|        | 10 | .51.1       |  | Contract Amendment dated January 1, 2005, to the Medicaid
    Managed Care Model Contract by and between the County of Putnam
    Department of Social Services and Care Plus Health Plan
    (incorporated by reference to Exhibit 10.51.1 to our
    Current Report on Form 8-K, filed on May 6, 2005).
|       
|        | 31 | .1          |  | Certification of Chief Executive Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated May 6,
    2005.                                                                                                                                                                               
|       
|        | 31 | .2          |  | Certification of Chief Financial Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated May 6,
    2005.                                                                                                                                                                               
|       
|        | 32 | .1          |  | Certification of Chief Executive Officer and Chief Accounting
    Officer pursuant to Section 906 of Sarbanes-Oxley Act of
    2002, dated May 6, 2005.                                                                                                                                                  

24