##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-Q
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2009ORo

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

54-1739323(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
  S-T (§232.405 o o
  Rule 12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ




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##### 



AMERIGROUP
    Corporation And
    Subsidiaries
  Table
    of Contents
   
 Part I.
    Financial InformationItem 1.


Financial Statements


3Condensed Consolidated Balance Sheets as of
    March 31, 2009 and December 31, 2008


3Condensed Consolidated Income Statements for the
    three months ended March 31, 2009 and 2008


4Condensed Consolidated Statement of
    Stockholders Equity for the three months ended
    March 31, 2009


5Condensed Consolidated Statements of Cash Flows
    for the three months ended March 31, 2009 and 2008


6Notes to Condensed Consolidated Financial
    Statements


7Item 2.


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


18Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


30Item 4.


Controls and Procedures


31Part II.
    Other InformationItem 1.


Legal Proceedings


32Item 1A.


Risk Factors


32Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


32Item 3.


Defaults Upon Senior Securities


32Item 4.


Submission of Matters to a Vote of Security
    Holders


32Item 5.


Other Information


32Item 6.


Exhibits


32EX-10.1EX-10.2EX-31.1EX-31.2EX-32   2




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##### Table of Contents



Part I.
    Financial Information  Item 1.
    Financial
    Statements  AMERIGROUP
    Corporation And SubsidiariesCondensed Consolidated Balance Sheets(Dollars
    in thousands, except per share data)
    (Unaudited)
  March 31,


December 31,2009


2008ASSETSCurrent assets:Cash and cash equivalents

$
774,254


$
763,272Short-term investments


53,727



97,466Premium receivables


84,466



86,595Deferred income taxes


23,594



25,347Provider and other receivables


43,131



27,468Prepaid expenses and other


23,532



14,813Total current assets


1,002,704



1,014,961Long-term investments


522,369



476,685Investments on deposit for licensure


108,582



94,978Property, equipment and software, net


102,302



103,747Other long-term assets


14,225



15,091Goodwill and other intangible assets, net


250,076



250,205Total assets

$
2,000,258


$
1,955,667LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Claims payable

$
570,435


$
536,107Accounts payable


3,545



6,810Unearned revenue


65,488



82,588Accrued payroll and related liabilities


47,308



62,469Accrued expenses and other


118,109



108,342Current portion of long-term debt


506



506Total current liabilities


805,391



796,822Long-term convertible debt


227,624



225,130Long-term debt, less current portion


43,699



43,826Deferred income taxes


6,432



3,391Other long-term liabilities


9,635



13,839Total liabilities


1,092,781



1,083,008Stockholders equity:Common stock, $0.01 par value. Authorized
    100,000,000 shares; issued and outstanding 52,592,233 and
    52,673,363 at March 31, 2009 and December 31, 2008,
    respectively


541



539Additional paid-in capital


471,937



466,926Accumulated other comprehensive loss


(4,179
)


(4,022
)Retained earnings


478,262



441,353946,561



904,796Less treasury stock at cost (1,488,532 and 1,207,510 shares
    at March 31, 2009 and December 31, 2008, respectively)


(39,084
)


(32,137
)Total stockholders equity


907,477



872,659Total liabilities and stockholders equity

$
2,000,258


$
1,955,667    3




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##### Table of Contents



AMERIGROUP
    Corporation And
    SubsidiariesCondensed Consolidated Income Statements(Dollars
    in thousands, except per share data)
    (Unaudited)
  Three Months EndedMarch 31,2009


2008Revenues:Premium

$
1,217,447


$
1,050,004Investment income and other


12,347



22,609Total revenues


1,229,794



1,072,613Expenses:Health benefits


1,019,303



874,921Selling, general and administrative


110,375



106,742Premium tax


28,118



22,026Depreciation and amortization


8,326



8,777Interest


4,238



5,790Total expenses


1,170,360



1,018,256Income before income taxes


59,434



54,357Income tax expense


22,525



20,720Net income

$
36,909


$
33,637Net income per share:Basic net income per share

$
0.70


$
0.63Weighted-average number of common shares outstanding


52,684,000



53,193,750Diluted net income per share

$
0.69


$
0.62Weighted-average number of common shares and dilutive potential
    common shares outstanding


53,424,802



54,403,315    4




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##### Table of Contents



AMERIGROUP
    Corporation And
    SubsidiariesCondensed Consolidated Statement of
    Stockholders Equity
    Three Months Ended March 31, 2009(Dollars
    in thousands)
    (Unaudited)
  AccumulatedAdditional


Other











TotalCommon Stock


Paid-in


Comprehensive


Retained


Treasury Stock


StockholdersShares


Amount


Capital


Loss


Earnings


Shares


Amount


EquityBalances at December 31, 2008


52,673,363


$
539


$
466,926


$
(4,022
)

$
441,353



1,207,510


$
(32,137
)

$
872,659Common stock issued upon exercise of stock options and vesting
    of restricted stock grants


199,892



2



1,449



















1,451Compensation expense related to share-based payments










2,924



















2,924Tax benefit from exercise of stock options










638



















638Common stock redeemed for payment of employee taxes


(23,201
)


















23,201



(572
)


(572
)Common stock repurchases


(257,821
)


















257,821



(6,375
)


(6,375
)Unrealized loss on available-for-sale securities, net of tax














(157
)














(157
)Net income


















36,909











36,909Balances at March 31, 2009


52,592,233


$
541


$
471,937


$
(4,179
)

$
478,262



1,488,532


$
(39,084
)

$
907,477    5




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##### Table of Contents



AMERIGROUP
    Corporation And
    SubsidiariesCondensed Consolidated Statements of Cash Flows(Dollars
    in thousands)
    (Unaudited)
  Three Months EndedMarch 31,2009


2008Cash flows from operating activities:Net income

$
36,909


$
33,637Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Depreciation and amortization


8,326



8,777Loss on disposal of property, equipment and software


21



166Deferred tax expense


4,894



1,158Compensation expense related to share-based payments


2,924



2,272Convertible debt non-cash interest expense


2,494



2,336Gain on sale of contract rights


(5,810
)


Other


242



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


2,129



(3,304
)Prepaid expenses, provider and other receivables and other
    current assets


(22,830
)


28,245Other assets


522



(2,402
)Claims payable


34,328



(34,326
)Accounts payable, accrued expenses and other current liabilities


(6,739
)


(26,477
)Unearned revenue


(17,100
)


(16,992
)Other long-term liabilities


(4,204
)


307Net cash provided by (used in) operating activities


36,106



(6,603
)Cash flows from investing activities:Proceeds from sale of available-for-sale securities






351,775Purchase of available-for-sale securities






(340,925
)Proceeds from redemption of held-to-maturity securities


132,655



215,563Purchase of held-to-maturity securities


(135,189
)


(116,711
)Purchase of property, equipment and software


(6,339
)


(7,536
)Proceeds from redemption of investments on deposit for licensure


19,515



12,012Purchase of investments on deposit for licensure


(33,119
)


(19,264
)Proceeds from sale of contract rights


5,810



Net cash (used in) provided by investing activities


(16,667
)


94,914Cash flows from financing activities:Repayment of borrowings under credit facility


(127
)


(26,527
)Net decrease in bank overdrafts


(2,492
)


(300
)Payment of capital lease obligations






(146
)Customer funds administered


(1,552
)


Proceeds from exercise of stock options and employee stock
    purchases


1,451



2,050Repurchase of common stock shares


(6,375
)


(3,589
)Tax benefit related to exercise of stock options


638



1,056Net cash used in financing activities


(8,457
)


(27,456
)Net increase in cash and cash equivalents


10,982



60,855Cash and cash equivalents at beginning of period


763,272



487,614Cash and cash equivalents at end of period

$
774,254


$
548,469Non-cash disclosures:Common stock redeemed for payment of employee taxes

$
(572
)

$
(597
)Unrealized loss on available-for-sale securities, net of tax

$
(157
)

$
(613
)    6




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##### Table of Contents



AMERIGROUP
    Corporation And
    Subsidiaries
    Notes to Condensed Consolidated Financial Statements(Dollars
    in thousands, except per share data)
    (Unaudited)  1. Interim Financial Reporting
  Basis
    of Presentation
  14-1, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement) 14-1). 14-1.
  Form 10-K
  Reclassifications
    
    The experience rebate under our contract with the State of Texas
    has been reclassified out of selling, general and administrative
    expenses and is now reflected as a reduction to premium revenue.
    Premium tax has been reclassified out of selling, general and
    administrative expenses and is now reported on a separate line
    following selling, general and administrative expenses and
    before depreciation and amortization. By isolating premium tax,
    the impacts of changing business volumes on premium tax expense
    will become more apparent.   7




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##### Table of Contents



AMERIGROUP
    Corporation And
    Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
  2. Earnings per Share
    Three Months EndedMarch 31,2009


2008Basic net income per share:Net income

$
36,909


$
33,637Weighted-average number of common shares outstanding


52,684,000



53,193,750Basic net income per share

$
0.70


$
0.63Diluted net income per share:Net income

$
36,909


$
33,637Weighted-average number of common shares outstanding


52,684,000



53,193,750Dilutive effect of stock options and non-vested stock awards (as
    determined by applying the treasury stock method)


740,802



1,209,565Weighted-average number of common shares and dilutive potential
    common shares outstanding


53,424,802



54,403,315Diluted net income per share

$
0.69


$
0.62       3. Recent Accounting Standards
  Fair
    Value
  Fair Value Measurements
 8




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##### Table of Contents



AMERIGROUP
    Corporation And
    Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
    No. FAS 157-2, Effective Date of FASB Statement No. 157 FAS 157-2) , No. FAS 157-3, Determining the Fair Value of a Financial Asset When the
    Market for That Asset is Not Active FAS 157-3), FAS 157-3, FAS 157-2 FAS 157-2 FAS 157-3
  No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity
    for the Asset or Liability Have Significantly Decreased and
    Identifying Transactions That Are Not Orderly FAS 157-4). FAS 157-4 FAS 157-4 FAS 157-4 No. FAS 115-2 FAS 124-2, Recognition and Presentation of Other-Than-Temporary
    Impairment FAS 115-2 FAS 124-2).
  FAS 115-2 FAS 124-2. FAS 115-2 124-2 FAS 115-2 124-2 FAS 115-2 124-2 FAS 115-2 124-2 FAS 157-4.
  No. FAS 107-1 28-1, Interim Disclosures about Fair Value of Financial Instruments FAS 107-1 28-1). FAS 107-1 28-1 Disclosures about Fair Value of
    Financial Instruments
 9




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##### Table of Contents



AMERIGROUP
    Corporation And
    Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
  FAS 107-1 28-1 FAS 107-1 28-1 FAS 157-4 FAS 115-2 FAS 124-2. FAS 157-4 FAS 115-2 FAS 124-2.
  FSP
    APB
    14-1
  14-1. 14-1 14-1 14-1 14-1,
  14-1 14-1 14-1,
  14-1:
  Three Months EndedMarch 31, 2008As


As


Effect ofReported


Adjusted


ChangeCondensed Consolidated Income StatementInterest expense

$
3,454


$
5,790


$
2,336Income before income taxes


56,693



54,357



(2,336
)Income tax expense


21,600



20,720



(880
)Net income


35,093



33,637



(1,456
)Basic net income per share

$
0.66


$
0.63


$
(0.03
)Diluted net income per share

$
0.65


$
0.62


$
(0.03
)   10




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##### Table of Contents



AMERIGROUP
    Corporation And
    Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
  December 31, 2008As


As


Effect ofReported


Adjusted


ChangeCondensed Consolidated Balance SheetDeferred income tax assets

$
34,645


$
25,347


$
(9,298
)Long-term convertible debt


260,000



225,130



(34,870
)Deferred income tax liabilities






3,391



3,391Additional paid-in capital


434,578



466,926



32,348Retained earnings


451,520



441,353



(10,167
)   14-1:
  As of


As ofMarch 31,


December 31,2009


2008Carrying amount of the equity component

$
50,885


$
50,885Principal amount of the liability component


260,000



260,000Unamortized discount of the liability component


32,376



34,870Net carrying amount of the liability component


227,624



225,130Remaining amortization period of discount


38 months



41 monthsConversion price

$
42.53


$
42.53Number of shares to be issued upon conversion


6,112,964



6,112,964Effective interest rate on liability component


6.74
%


6.74
%   Other
  No. 07-5, Determining Whether an Instrument (or an Embedded Feature) Is
    Indexed to an Entitys Own Stock (EITF 07-5). EITF 07-5 EITF 07-5
  Business
    Combinations Accounting for Assets Acquired and Liabilities Assumed in a
    Business Combination That Arise from Contingencies FAS 141(R)-1). Accounting for
    Contingencies Reasonable
    Estimation of the Amount of a Loss  an interpretation
    of FASB Statement No. 5,
 11




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##### Table of Contents



AMERIGROUP
    Corporation And
    Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
  4. Fair Value Measurements
        Fair Value Measurements at Reporting Date UsingQuoted Prices in





SignificantActive Markets for


Significant Other


UnobservableIdentical Assets


Inputs


Inputs(Level 1)


(Level 2)


(Level 3)Cash equivalents

$
689,486


$
689,486


$



$
Auction rate securities (trading)


15,280











15,280Auction rate securities (available-for-sale)


55,771











55,771Forward contract related to auction rate securities


2,104











2,104Total assets measured at fair value

$
762,641


$
689,486


$



$
73,155  12




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##### Table of Contents



AMERIGROUP
    Corporation And
    Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
    Fair ValueMeasurementsUsing SignificantUnobservable Inputs(Level 3)AuctionRateSecuritiesBalance at December 31, 2008

$
73,654Total unrealized losses included in other comprehensive loss


(257
)Total realized losses included in earnings


(242
)Balance at March 31, 2009

$
73,155   5. Market Updates
  South
    Carolina
    Nevada
    New
    Mexico
    6. Long-Term Obligations
  Credit
    Agreement
   13




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##### Table of Contents



AMERIGROUP
    Corporation And
    Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
        Convertible
    Senior Notes
  Form S-3
    and/or and/or
 14




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##### Table of Contents



AMERIGROUP
    Corporation And
    Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
        7. Share Repurchase Program
    8. Contingencies
  Legal
    Proceedings
  Purchase
    Agreement Litigation
     15




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##### Table of Contents



AMERIGROUP
    Corporation And
    Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
    No. C-8-09.
        Risk
    Sharing Receivable
  no. 153-232258-08,
   16




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##### Table of Contents



AMERIGROUP
    Corporation And
    Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
  Other
    Litigation
    9. Change in Estimate
   17




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Forward-looking
    Statements
  Form 10-Q,
    
    local, state and national economic conditions, including their
    effect on the rate increase process and timing of payments;
    the effect of government regulations and changes in regulations
    governing the healthcare industry;
    changes in Medicaid and Medicare payment levels and
    methodologies;
    liabilities and other claims asserted against us;
    our ability to attract and retain qualified personnel;
    our ability to maintain compliance with all minimum capital
    requirements;
    the availability and terms of capital to fund acquisitions and
    capital improvements;
    the competitive environment in which we operate;
    our ability to maintain and increase membership levels;
    demographic changes;
    increased use of services, increased cost of individual
    services, pandemics, epidemics, the introduction of new or
    costly treatments and technology, new mandated benefits, insured
    population characteristics and seasonal changes in the level of
    healthcare use;
    our ability to enter into new markets or remain in our existing
    markets;
    our inability to operate new products and markets at expected
    levels, including, but not limited to, profitability, membership
    and targeted service standards;
    changes in market interest rates or any disruptions in the
    credit markets;
    catastrophes, including acts of terrorism or severe
    weather; and
    the unfavorable resolution of new or pending litigation.  Form 10-K Other
    Information Risk Factors
 18




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##### Table of Contents



Overview
    Summary
    highlights of our first quarter of 2009 include:
  
    Total revenues of $1.2 billion, a 14.7% increase over the
    first quarter of 2008;
    Health benefits ratio (HBR) of 83.7% of premium
    revenues;
    Selling, general and administrative expense ratio of 9.0% of
    total revenues;
    Cash flow from operations was $36.1 million for the three
    months ended March 31, 2009;
    Unregulated cash and investments of $279.7 million as of
    March 31, 2009;
    Began providing Medicaid managed care services to Temporary
    Assistance to Needy Families (TANF) and CHIP
    populations in Nevada effective February 1, 2009;
    The Company completed the third phase of New Mexicos
    Coordination of Long-Term Services (CoLTS) program
    rollout. The Company serves approximately 15,000 members in that
    market as of March 31, 2009. This program constitutes one
    of the Nations first comprehensive programs to coordinate
    long-term care for individuals;
    On March 1, 2009, the Company closed the transaction to
    sell the contract rights of its South Carolina health
    plan; and
    The Company repurchased approximately 258,000 shares of its
    common stock for $6.4 million.  Adjustments
    Related to Adoption of New Accounting Standard
  14-1, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement) 14-1). 14-1.
  Reclassifications
    
    The experience rebate under our contract with the State of Texas
    has been reclassified out of selling, general and administrative
    expenses and is now reflected as a reduction to premium revenue. 19




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##### Table of Contents




    Premium tax has been reclassified out of selling, general and
    administrative expenses and is now reported on a separate line
    following selling, general and administrative expenses and
    before depreciation and amortization. By isolating premium tax,
    the impacts of changing business volumes on premium tax expense
    will become more apparent.    Revenue
    Growth
        Operating
    Costs
  Health
    benefits expenses
      Selling,
    general and administrative expenses
   20




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##### Table of Contents



Market
    Updates
  South
    Carolina
    Nevada
    New
    Mexico
      Results
    of Operations
    Three Months EndedMarch 31,2009


2008Premium revenue


99.0
%


97.9
%Investment income and other


1.0



2.1Total revenue


100.0
%


100.0
%Health
    benefits(1)


83.7
%


83.3
%Selling, general and administrative expenses


9.0
%


10.0
%Income before income taxes


4.8
%


5.1
%Net income


3.0
%


3.1
%     (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. 21




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##### Table of Contents



Three
    Months Ended March 31, 2009 Compared to Three Months Ended
    March 31, 2008
    Three Months Ended March 31,% Change2009


2008


2009-2008Revenues:Premium

$
1,217.4


$
1,050.0



15.9
%Investment income and other


12.3



22.6



(45.4
)%Total revenues


1,229.8



1,072.6



14.7
%Expenses:Health benefits


1,019.3



874.9



16.5
%Selling, general and administrative


110.4



106.7



3.4
%Premium tax


28.1



22.0



27.7
%Depreciation and amortization


8.3



8.8



(5.1
)%Interest


4.2



5.8



(26.8
)%Total expenses


1,170.4



1,018.3



14.9
%Income before income taxes


59.4



54.4



9.3
%Income tax expense


22.5



20.7



8.7
%Net income

$
36.9


$
33.6



9.7
%Diluted net income per common share

$
0.69


$
0.62



11.3
%   Revenues
     22




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##### Table of Contents



Membership
    March 31,2009


2008Texas


453,000



441,000Florida


253,000



210,000Georgia


213,000



198,000Tennessee(1)


189,000



355,000Maryland


179,000



154,000New York


111,000



112,000New Jersey


109,000



99,000Ohio


60,000



56,000Nevada


49,000



Virginia


26,000



24,000New
    Mexico(2)


15,000



District of
    Columbia(3)






38,000South
    Carolina(4)






1,000Total


1,657,000



1,688,000     (1)
    
    Included in Tennessee membership in 2008 are approximately
    168,000 members under an ASO contract. This contract terminated
    October 31, 2008.(2)
    
    The contract in New Mexico began in January 2008 with a Medicare
    Advantage product. As of March 31, 2008, there were less
    than 1,000 members.(3)
    
    The contract with the District of Columbia terminated
    June 30, 2008.(4)
    
    The contract with South Carolina terminated March 1, 2009
    concurrent with the sale of our rights under the contract.   23




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##### Table of Contents



March 31,Product

2009


2008TANF
    (Medicaid)(1)(3)


1,147,000



1,203,000CHIP(3)


258,000



230,000ABD
    (Medicaid)(2)


187,000



205,000FamilyCare (Medicaid)


53,000



43,000Medicare Advantage


12,000



7,000Total


1,657,000



1,688,000     (1)
    
    Membership includes approximately 127,000 members under an ASO
    contract in 2008 that terminated on October 31, 2008.(2)
    
    Membership includes approximately 41,000 members under an ASO
    contract in 2008 that terminated on October 31, 2008.(3)
    
    Reflects a reclassification from CHIP to TANF to coincide with
    State classifications.  Health
    benefits expenses
      Selling,
    general and administrative expenses
    Premium
    taxes
   24




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##### Table of Contents



Depreciation
    and amortization expense
    Interest
    expense
    Provision
    for income taxes
    Significant
    income tax uncertainties
  qui
    tam
  Liquidity
    and capital resources
      Credit
    Agreement
     25




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Convertible
    Senior Notes
  Form S-3
    and/or and/or
   26




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##### Table of Contents



Universal
    Automatic Shelf Registration
    Stock
    Repurchase Program
    Cash and
    Investments
       27




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##### Table of Contents



weighted-average weighted-average
  Fair Value
    Measurements
  non-profit
  28-35 days
   28




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Regulatory
    Capital and Dividend Restrictions
     29




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##### Table of Contents



Recent
    Accounting Standards
  FSP
    APB
    14-1
  14-1. 14-1 14-1 14-1 14-1,
  14-1 14-1
  Other
  No. 07-5, Determining Whether an Instrument (or an Embedded Feature) Is
    Indexed to an Entitys Own Stock (EITF 07-5). EITF 07-5 EITF 07-5
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk     30




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##### Table of Contents



Item 4.
    Controls
    and Procedures  Evaluation of Disclosure Controls and Procedures. Rules 13a-15(e) 15d-15(e)
  Changes in Internal Controls over Financial
    Reporting.
 31




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##### Table of Contents



Part II.
    Other Information  Item 1.
    Legal
    Proceedings  Form 10-Q
 Item 1A.  Risk
    Factors  Risk Factors Form 10-K
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  Maximum numberTotal number of


Shares (or Units)Average


Shares (or Units)


that May Yet BeTotal Number of


Price Paid


Purchased as Part of


Purchased UnderShares (or Units)


per Share


Publicly Announced


the Plans orPeriod

Purchased


(or Unit)


Plans or Programs(1)


Programs(1)January 1  January 31, 2009


28,802


$
27.80



28,802



808,171February 1  February 28,
    2009(2)


11,523



27.79



11,523



3,796,648March 1  March 31,
    2009(3)


240,697



24.20



217,496



3,579,152Total


281,022


$
24.72



257,821



3,579,152     (1)
    
    Share repurchased during the three months ended March 31,
    2009 were purchased as part of the Companys existing
    authorized share repurchase program.(2)
    
    On February 11, 2009, our Board of Directors authorized the
    repurchase of an additional three million shares under the
    program.(3)
    
    Our 2005 Equity Plan allows, upon approval by the plan
    administrator, stock option recipients to deliver shares of
    unrestricted Company common stock held by the participant as
    payment of the exercise price and applicable withholding taxes
    upon the exercise of stock options or vesting of restricted
    stock. During March 2009, certain employees elected to tender
    23,201 shares to the Company in payment of related
    withholding taxes upon vesting of restricted stock.  Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information    Item 6.
    Exhibits  Form 10-Q Form 10-Q.
 32




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##### Table of Contents



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

Description3
.1

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

Amended and Restated By-Laws of the Company (incorporated by
    reference to exhibit 3.1 to our Current Report on Form 8-K filed
    on February 14, 2008).4
.1

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

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

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

Amendment effective March 1, 2009, to the Health & Human
    Services Commission Agreement for Health Services to the STAR,
    STAR+PLUS, CHIP, CHIP Perinatal programs contract expiring
    August 31, 2010, filed herewith.10
.2

Amendment effective March 1, 2009, to the Agency for HealthCare
    Administration Contract No. FA614 (AHCA Contract No. FA614
    Amendment No. 13), filed herewith.10
.3

Amendment to the AMERIGROUP Corporation Severance Plan
    (incorporated by reference to exhibit 10.1 to our Current Report
    on Form 8-K filed on May 4, 2009).10
.4

Form of Incentive Stock Option Agreement (incorporated by
    reference to exhibit 10.2 to our Current Report on Form 8-K,
    filed on May 4, 2009).10
.5

Form of Nonqualified Stock Option Agreement (incorporated by
    reference to exhibit 10.3 to our Current Report on Form 8-K
    filed on May 4, 2009).10
.6

Form of Restricted Stock Agreement (incorporated by reference to
    exhibit 10.4 to our Current Report on Form 8-K filed on May 4,
    2009).10
.7

Form of Stock Appreciation Rights Agreement (incorporated by
    reference to exhibit 10.5 to our Current Report on Form 8-K
    filed on May 4, 2009)14
.1

AMERIGROUP Corporation Code of Business Conduct and Ethics
    (incorporated by reference to Exhibit 14.1 to our Current Report
    on Form 8-K filed on August 14, 2008). 33




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##### Table of Contents



ExhibitNumber

Description31
.1

Certification of Chief Executive Officer pursuant to Section 302
    of Sarbanes-Oxley Act of 2002, dated May 5, 2009.31
.2

Certification of Chief Financial Officer pursuant to Section 302
    of Sarbanes-Oxley Act of 2002, dated May 5, 2009.32


Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002,
    dated May 5, 2009.     *
    
    The Company has requested confidential treatment of the redacted
    portions of this exhibit pursuant to
    Rule 24b-2,
    under the Securities Exchange Act of 1934, as amended, and has
    separately filed a complete copy of this exhibit with the
    Securities and Exchange Commission. 34




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##### Table of Contents



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.
  orporation
  By:
    /s/  James
    G. Carlson   Chairman, Chief Executive
 Officer and President
    By:
    /s/  James
    W. Truess   Chief Financial Officer and
 Executive Vice President
   35




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##### Table of Contents



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

Description3
.1

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

Amended and Restated By-Laws of the Company (incorporated by
    reference to exhibit 3.1 to our Current Report on Form 8-K filed
    on February 14, 2008).4
.1

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

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

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

Amendment effective March 1, 2009, to the Health & Human
    Services Commission Agreement for Health Services to the STAR,
    STAR+PLUS, CHIP, CHIP Perinatal programs contract expiring
    August 31, 2010, filed herewith.10
.2

Amendment effective March 1, 2009, to the Agency for HealthCare
    Administration Contract No. FA614 (AHCA Contract No. FA614
    Amendment No. 13), filed herewith.10
.3

Amendment to the AMERIGROUP Corporation Severance Plan
    (incorporated by reference to exhibit 10.1 to our Current
    Report on Form 8-K filed on May 4, 2009).10
.4

Form of Incentive Stock Option Agreement (incorporated by
    reference to exhibit 10.2 to our Current Report on Form 8-K,
    filed on May 4, 2009).10
.5

Form of Nonqualified Stock Option Agreement (incorporated by
    reference to exhibit 10.3 to our Current Report on Form 8-K
    filed on May 4, 2009). 36




---



##### Table of Contents



ExhibitNumber

Description10
.6

Form of Restricted Stock Agreement (incorporated by reference to
    exhibit 10.4 to our Current Report on Form 8-K filed on May 4,
    2009).10
.7

Form of Stock Appreciation Rights Agreement (incorporated by
    reference to exhibit 10.5 to our Current Report on Form 8-K
    filed on May 4, 2009).14
.1

AMERIGROUP Corporation Code of Business Conduct and Ethics
    (incorporated by reference to Exhibit 14.1 to our Current Report
    on Form 8-K filed on August 14, 2008).31
.1

Certification of Chief Executive Officer pursuant to Section 302
    of Sarbanes-Oxley Act of 2002, dated May 5, 2009.31
.2

Certification of Chief Financial Officer pursuant to Section 302
    of Sarbanes-Oxley Act of 2002, dated May 5, 2009.32


Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002,
    dated May 5, 2009.     *
    
    The Company has requested confidential treatment of the redacted
    portions of this exhibit pursuant to
    Rule 24b-2,
    under the Securities Exchange Act of 1934, as amended, and has
    separately filed a complete copy of this exhibit with the
    Securities and Exchange Commission. 37