Exhibit 20.2

Unaudited Pro Forma Financial Information of AMERIGROUP

Corporation, including PHP Holdings, Inc. and its subsidiary

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF AMERIGROUP CORPORATION,

INCLUDING PHP HOLDINGS, INC AND SUBSIDIARY

The following unaudited pro forma financial information is presented for illustrative purposes only to give effect to the acquisition of PHP Holdings, Inc. and its subsidiary Physicians Healthcare Plans, Inc. (together PHP) as if it had been completed on January 1, 2002 and is not necessarily indicative of the financial position nor operating results that would have actually occurred had the acquisition been completed on that date. Nor are they necessarily indicative of future financial position or operating results.

PHP was acquired by AMERIGROUP Corporation effective January 1, 2003 for approximately $124.1 million, including acquisition costs. The acquisition was accounted for under the purchase method of accounting. Of the approximate $124.1 million acquisition cost, approximately $50 million was financed through our existing credit facility with the balance funded through unrestricted cash. Goodwill and other intangibles totaling $116.5 million includes $9.0 million of identifiable intangibles allocated to the membership purchased and a non-compete agreement. Intangible assets related to the membership lists are being amortized based on the timing of related cash flows with an expected amortization of 5 to 11 years.

The allocation of the purchase price reflected in the unaudited pro forma consolidated financial information is preliminary. The actual purchase price allocation to reflect the fair values of assets acquired and liabilities assumed will be completed when we finish our valuation of such assets acquired and liabilities assumed. The final purchase price and purchase price allocation may differ from the information included in this report.

For certain periods prior to December 31, 2002 PHP also owned CarePlus Holdings, Inc. and CarePlus Health Plans (together CarePlus). On December 31, 2002, just prior to the acquisition, all assets and liabilities of CarePlus were spun-off to the shareholders of PHP. Substantially all infrastructure of PHP, including the Medicare and Commercial lines of business, were included with the spin-off of CarePlus. As required by Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS No. 144), all revenues and expenses that were not directly attributable to PHP’s Medicaid and SCHIP lines of business were reclassified from continuing operations and recorded as part of the loss from discontinued operations.

Certain adjustments were made to the following pro forma financial information to fairly present the financial position and operations of PHP as if the company had operated on a stand alone basis. The unaudited pro forma financial information should be read in conjunction with the audited consolidated financial statements and related footnotes of both AMERIGROUP Corporation and PHP Holdings, Inc. included in this Form 10-K.

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AMERIGROUP CORPORATION AND SUBSIDIARIES

PRO FORMA CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2002

(Unaudited, in thousands)

	Historical						Pro Forma Adjustments			AMERIGROUP Corporation Proforma Combined
Assets	AMERIGROUP Corporation			PHP Holdings, Inc.
Current assets:
Cash and cash equivalents	$	207,996		$	2,836		$	8,418	(A)	$	219,250
Short-term investments		27,581			19,571			—			47,152
Premium receivables		35,585			—			—			35,585
Due from CarePlus Holdings, Inc.		—			8,418			(8,418	) (A)		—
Deferred income taxes		5,627			74			666	(B)		6,367
Prepaid expenses and other current assets		7,646			115			—			7,761
Total current assets		284,435			31,014			666			316,115
Property and equipment, net		28,277			741			(661	) (B)		28,357
Software, net		11,966			45			(45	) (B)		11,966
Goodwill and other intangible assets, net		26,040			198			(164	) (B)
								(198	) (C)
								105,366	(C)
								8,990	(C)
								2,299	(D)		142,531
Long-term investments		71,358			—			—			71,358
Investments on deposit for licensure		29,559			300			—			29,859
Deferred income taxes and other long-term assets		2,716			2,049			204	(B)		4,969
Escrow deposit for pending acquisitions and related costs		124,133			—			(124,133	) (C)		—
	$	578,484		$	34,347		$	(7,676	)	$	605,155
Liabilities and Stockholders’ Equity
Current liabilities:
Claims payable	$	202,430		$	20,421		$	—		$	222,851
Unearned revenue		25,518			—			—			25,518
Accounts payable		9,405			226			—			9,631
Accrued expenses, capital leases and other current liabilities		42,905			3,725			2,299	(D)		48,929
Total current liabilities		280,258			24,372			2,299			306,929
Long-term debt		50,000			—			—			50,000
Deferred income taxes, capital leases and other long-term liabilities		8,845			—			—			8,845
Total liabilities		339,103			24,372			2,299			365,774
Stockholders’ equity:
Common stock, $.01 par value		205			—			—			205
Additional paid-in capital		177,141			24,627			(24,627	) (C)		177,141
Retained earnings (deficit)		62,452			(14,652	)		14,652	(C)		62,452
Deferred compensation		(417	)		—			—			(417	)
Total stockholders’ equity		239,381			9,975			(9,975	)		239,381
	$	578,484		$	34,347		$	(7,676	)	$	605,155

See accompanying notes to pro forma consolidated financial statements.

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AMERIGROUP CORPORATION AND SUBSIDIARIES

PRO FORMA CONSOLIDATED INCOME STATEMENT

(Unaudited in thousands, except for per share data)

	Historical									AMERIGROUP Corporation Proforma Combined
	AMERIGROUP Corporation			PHP Holdings, Inc.			Pro Forma Adjustments
Revenues:
Premium	$	1,152,636		$	260,280		$	—		$	1,412,916
Investment income		8,026			—			(1,497	) (E)
								629	(E)		7,158
Total revenues		1,160,662			260,280			(868	)		1,420,074
Expenses:
Health benefits		933,591			188,945			17,439	(F)		1,139,975
Selling, general and administrative		133,409			16,372			14,757	(G)		164,538
Depreciation and amortization		13,149			290			1,767 4,586	(H)   (H)		19,792
Interest		791			—			1,700	(I)		2,491
Total expenses		1,080,940			205,607			40,249			1,326,796
Income before income taxes		79,722			54,673			(41,117	)		93,278
Income tax (expense) benefit		(32,686	)		(21,683	)		16,126	(J)		(38,243	)
Income from continuing operations		47,036			32,990			(24,991	)		55,035
Loss from discontinued operations		—			(21,846	)		21,846	(K)		—
Net income		47,036			11,144			(3,145	)		55,035
Accretion of redeemable preferred stock dividends		—			(1,216	)		1,216	(K)		—
Net income attributable to common stockholders	$	47,036		$	9,928		$	(1,929	)	$	55,035
Net income per share:
Basic net income per share	$	2.33								$	2.73
Weighted average number of common shares outstanding		20,171,728									20,171,728
Diluted net income per share	$	2.19								$	2.56
Weighted average number of common shares and potential dilutive common shares outstanding		21,469,422									21,469,422

See accompanying notes to pro forma consolidated financial statements.

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AMERIGROUP CORPORATION AND SUBSIDIARIES

NOTES TO PRO FORMA FINANCIAL INFORMATION

(Unaudited)

(A) Represents the adjustment to record as cash the settlement of a receivable from the seller.

(B) Represents the adjustment to assets to reflect their fair market values as follows:

a. Decrease property and equipment of $661,000.

b. Decrease software of $45,000.

c. Record an increase to short and long-term deferred tax assets of $870,000.

d. Decrease goodwill by $164,000.

(C) Represents the adjustment to record the acquisition of PHP Holdings, Inc. and a subsidiary as follows:

a. Eliminate PHP’s intangible assets of $198,000.

b. Eliminate PHP’s retained deficit and additional paid-in-capital.

c. Record goodwill of $105,366,000.

d. Record the value of other intangible assets of $8,990,000, based upon an independent valuation.

e. Eliminate the escrow deposit for pending acquisitions and related costs

(D) Represents the adjustment to record the acceleration of lease payments from the abandonment of office space assumed through the transaction.

a. Record acceleration of lease payments of $2,299,000.

b. Record goodwill of $2,299,000.

(E) Represents the adjustment to investment income as follows:

a. Decrease investment income by $1,497,000 for cash used for the acquisition of $74,100,000 with an average investment yield of 2.02%.

b. Increase investment income by $629,000 attributable to PHP’s cash and investments on hand of $31,125,000 with an average investment yield of 2.02%. Investment income earned in 2002 by PHP is included in discontinued operations.

(F) Represents an increase in medical expense to include medical administrative expenses consistent with AMERIGROUP Corporation’s classification, estimated costs to reflect the expected variability in claims patterns and an estimate for loss adjustment expense which was included in the discontinued operations of PHP.

(G) Represents the adjustment to increase administrative expenses to a level consistent with the expected expenses for a stand alone Medicaid managed care plan. Certain of PHP’s historical administrative expenses were allocated to their Medicare, commercial and Medicaid lines of business. All Administrative expense not directly associated with the Medicaid and SCHIP lines of business are included in discontinued operations of PHP.

(H) Represents the adjustment to record depreciation and amortization as follows:

a. Increase depreciation expense by $1,767,000 due to the estimated capital expenditures of $5.3 million necessary for adequate information technology systems for call center operations, financial reporting and electronic interchanges.

b. Record amortization expense of $4,586,000 related to identifiable intangible assets.

(I) Represents the adjustment to increase interest expense to include expense associated with drawing $50,000,000 from the AMERIGROUP Corporation senior credit facility.

(J) Represents the income tax impact of pro forma adjustments at statutory rates.

(K) Represents the adjustment to eliminate the discontinued operations and preferred dividends associated with the Medicare and commercial lines of business spun off from PHP prior to acquisition.

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