e10vkAs of December 31, 2010, our health plans were located in California, Florida, Michigan, Missouri, New Mexico, Ohio, Texas, Utah, Washington, and Wisconsin.Additionally, we operate three county-owned primary care clinics in Virginia.<strong>Molina</strong> <strong>Medicaid</strong> <strong>Solutions</strong> SegmentOur <strong>Molina</strong> <strong>Medicaid</strong> <strong>Solutions</strong> segment provides design, development, implementation, and business process outsourcing solutions to state governments for their<strong>Medicaid</strong> Management Information Systems, or MMIS. Among the principle differences between the <strong>Molina</strong> <strong>Medicaid</strong> <strong>Solutions</strong> segment and the Health Plans segment are:• The <strong>Molina</strong> <strong>Medicaid</strong> <strong>Solutions</strong> segment, unlike the Health Plans segment, does not assume risk for medical costs. We believe that over time the <strong>Molina</strong> <strong>Medicaid</strong><strong>Solutions</strong> segment will experience less volatility in profits than the Health Plans segment because the costs incurred for the provision of business process outsourcingservices are less volatile than those incurred for the provision of medical care.• Revenue earned by the <strong>Molina</strong> <strong>Medicaid</strong> <strong>Solutions</strong> segment will be much less than that earned by the Health Plans segment. The revenue earned by our Health Planssegment is intended to include the cost of the medical care actually provided to our health plan membership. Such costs typically amount to approximately 85% of therevenue of the health plans segment. The revenue received by the <strong>Molina</strong> <strong>Medicaid</strong> <strong>Solutions</strong> segment is intended only to pay for certain administrative costs (plusprofit) of the <strong>Medicaid</strong> program — not the actual cost of services provided to <strong>Medicaid</strong> members.• In general, we expect the operating profit margin percentage generated by the <strong>Molina</strong> <strong>Medicaid</strong> <strong>Solutions</strong> segment to be higher than the operating profit marginpercentage generated by the Health Plans segment. While total profit is likely to be lower for the <strong>Molina</strong> <strong>Medicaid</strong> <strong>Solutions</strong> segment than for the Health Planssegment, the percentage of revenue that we retain as profit is likely to be higher for the <strong>Molina</strong> <strong>Medicaid</strong> <strong>Solutions</strong> segment.• The capital requirements of the <strong>Molina</strong> <strong>Medicaid</strong> <strong>Solutions</strong> segment are — except in the case of new contract start-ups — considerably less than those of our HealthPlans segment.• Regulatory approval is not required for the <strong>Molina</strong> <strong>Medicaid</strong> <strong>Solutions</strong> segment to pay dividends to us.While we believe that the acquisition of the <strong>Molina</strong> <strong>Medicaid</strong> <strong>Solutions</strong> segment diversifies our risk profile, we also believe that the two segments are complementaryfrom strategic and operating perspectives. From a strategic perspective, both segments allow us to participate in an expanding sector of the economy while continuing ourmission to serve low-income families and individuals eligible for government-sponsored health care programs. Operationally, the segments share a common systemsplatform — allowing for efficiencies of scale — and common experience in meeting the needs of state <strong>Medicaid</strong> programs. We also believe that we have opportunities to marketvarious cost containment and quality practices used by our Health Plans segment (such as care management and care coordination programs) to state MMIS customers who wishto incorporate certain aspects of managed care programs into their own fee-for-service programs.Composition of Revenue and MembershipHealth Plans SegmentPremium revenue is fixed in advance of the periods covered and, except as described in “Critical Accounting Policies” below, is not generally subject to significantaccounting estimates. For the year ended December 31, 2010, we received approximately 94% of our premium revenue as a fixed PMPM amount, pursuant to our <strong>Medicaid</strong>contracts with state agencies, our Medicare contracts with the Centers for Medicare and <strong>Medicaid</strong> Services, or CMS, and our contracts with other managed care organizationsfor which we operate as a subcontractor. These premium revenues are recognized in the month that members are entitled to receive health care services. The state <strong>Medicaid</strong>programs and the federal Medicare program periodically adjust premium rates.40Table of ContentsFor the year ended December 31, 2010, we received approximately 6% of our premium revenue in the form of “birth income” — a one-time payment for the delivery ofa child — from the <strong>Medicaid</strong> programs in all of our state health plans except New Mexico. Such payments are recognized as revenue in the month the birth occurs.The amount of the premiums paid to us may vary substantially between states and among various government programs. PMPM premiums for CHIP members aregenerally among our lowest, with rates as low as approximately $75 PMPM in California. Premium revenues for <strong>Medicaid</strong> members are generally higher. Among the TANF<strong>Medicaid</strong> population — the <strong>Medicaid</strong> group that includes mostly mothers and children — PMPM premiums range between approximately $100 in California to $230 inMissouri. Among our <strong>Medicaid</strong> ABD membership, PMPM premiums range from approximately $320 in Utah to $1,000 in Ohio. Contributing to the variability in <strong>Medicaid</strong>rates among the states is the practice of some states to exclude certain benefits from the managed care contract (most often pharmacy and catastrophic case benefits) and retainresponsibility for those benefits at the state level. Medicare premiums are almost $1,100 PMPM, with Medicare revenue totaling $265.2 million, $135.9 million, and$95.1 million, for the years ended December 31, 2010, 2009, and 2008, respectively.41Table of ContentsThe following table sets forth the approximate total number of members by state health plan as of the dates indicated:As of December 31,2010 2009 2008Total Ending Membership by Health Plan:California 344,000 351,000 322,000Florida 61,000 50,000 —Michigan 227,000 223,000 206,000Missouri 81,000 78,000 77,000New Mexico 91,000 94,000 84,000Ohio 245,000 216,000 176,000Texas 94,000 40,000 31,000Utah 79,000 69,000 61,000Washington 355,000 334,000 299,000Wisconsin(1) 36,000 — —Total 1,613,000 1,455,000 1,256,000Total Ending Membership by State for our Medicare Advantage Plans(1):California 4,900 2,100 1,500Florida 500 — —Michigan 6,300 3,300 1,700New Mexico 600 400 300Texas 700 500 400Utah 8,900 4,000 2,400Washington 2,600 1,300 1,000Total 24,500 11,600 7,300Total Ending Membership by State for our Aged, Blind or Disabled Population:California 13,900 13,900 12,700Florida 10,000 8,800 —Michigan 31,700 32,200 30,300New Mexico 5,700 5,700 6,300Ohio 28,200 22,600 19,000Texas 19,000 17,600 16,200Utah 8,000 7,500 7,300Washington 4,000 3,200 3,000Wisconsin(1) 1,700 — —Total 122,200 111,500 94,800(1) We acquired the Wisconsin health plan on September 1, 2010. As of December 31, 2010, the Wisconsin health plan had approximately 3,000 Medicare Advantagemembers covered under a reinsurance contract with a third party; these members are not included in the membership tables herein.42Table of Contents<strong>Molina</strong> <strong>Medicaid</strong> <strong>Solutions</strong> SegmentOur <strong>Molina</strong> <strong>Medicaid</strong> <strong>Solutions</strong> segment provides technology solutions to state <strong>Medicaid</strong> programs that include system design, development, implementation, andtechnology outsourcing services. In addition, this segment offers business process outsourcing services such as claims processing, provider enrollment, pharmacy drug rebatehttp://sec.gov/Archives/edgar/data/1179929/000095012311023069/a58840e10vk.htm[1/6/2012 11:08:51 AM]
e10vkservices, recipient eligibility management, and pre-authorization services to state <strong>Medicaid</strong> agencies.<strong>Molina</strong> <strong>Medicaid</strong> <strong>Solutions</strong> has contracts with five states to design, develop, implement, maintain, and operate <strong>Medicaid</strong> Management Information Systems (MMIS).These contracts extend over a number of years, and cover the life of the MMIS from inception through at least the first five years of its operation. The contracts are subject toextension by the exercise of an option, and also by renewal of the base contract. The contracts have a life cycle beginning with the design, development, and implementation ofthe MMIS and continuing through the operation of the system. Payment during the design, development, and implementation phase of the contract, or the DDI phase, isgenerally based upon the attainment of specific milestones in systems development as agreed upon ahead of time by the parties. Payment during the operations phase typicallytakes the form of either a flat monthly fee or payment for specific measures of capacity or activity, such as the number of claims processed, or the number of <strong>Medicaid</strong>beneficiaries served by the MMIS. Contracts may also call for the adjustment of amounts paid if certain activity measures exceed or fall below certain thresholds. In somecircumstances, revenue recognition may be delayed for long periods while we await formal customer acceptance of our products and/or services. In those circumstances,recognition of a portion of our costs may also be deferred.Under our contracts in Louisiana, New Jersey, and West Virginia, we provide primarily business process outsourcing and technology outsourcing services, because thedevelopment of the MMIS solution has been completed. Under these contracts, we recognize outsourcing service revenue on a straight-line basis over the remaining term of thecontract. In Maine, we completed the DDI phase of our contract effective September 1, 2010. In Idaho, we expect to complete the DDI phase of our contract during 2011. Webegan revenue and cost recognition for our Maine contract in September 2010, and expect to begin revenue and cost recognition for our Idaho contract in 2011.Additionally, <strong>Molina</strong> <strong>Medicaid</strong> <strong>Solutions</strong> provides pharmacy rebate administration services under a contract with the state of Florida.Composition of ExpensesHealth Plans SegmentOperating expenses for the Health Plans segment include expenses related to the provision of medical care services, G&A expenses, and premium tax expenses. Ourresults of operations are impacted by our ability to effectively manage expenses related to medical care services and to accurately estimate medical costs incurred. Expensesrelated to medical care services are captured in the following four categories:• Fee-for-service — Physician providers paid on a fee-for-service basis are paid according to a fee schedule set by the state or by our contracts with the providers. Wepay hospitals on a fee-for-service basis in a variety of ways, including by per diem amounts, by diagnostic-related groups, or DRGs, as a percentage of billed charges,and by case rates. We also pay a small portion of hospitals on a capitated basis. We also have stop-loss agreements with the hospitals with which we contract; undercertain circumstances, we pay escalated charges in connection with these stop-loss agreements. Under all fee-for-service arrangements, we retain the financialresponsibility for medical care provided. Expenses related to fee-for-service contracts are recorded in the period in which the related services are dispensed. The costsof drugs administered in a physician or hospital setting that are not billed through our pharmacy benefit managers are included in fee-for-service costs.• Capitation — Many of our primary care physicians and a small portion of our specialists and hospitals are paid on a capitated basis. Under capitation contracts, wetypically pay a fixed PMPM payment to the provider without regard to the frequency, extent, or nature of the medical services actually furnished. Under capitatedcontracts, we remain liable for the provision of certain health care services. Certain of our capitated contracts also contain incentive programs based on servicedelivery, quality of care, utilization management,43Table of Contentsand other criteria. Capitation payments are fixed in advance of the periods covered and are not subject to significant accounting estimates. These payments areexpensed in the period the providers are obligated to provide services. The financial risk for pharmacy services for a small portion of our membership is delegated tocapitated providers.• Pharmacy — Pharmacy costs include all drug, injectibles, and immunization costs paid through our pharmacy benefit managers. As noted above, drugs andinjectibles not paid through our pharmacy benefit manager are included in fee-for-service costs, except in those limited instances where we capitate drug andinjectible costs.• Other — Other medical care costs include medically related administrative costs, certain provider incentive costs, reinsurance costs, and other health care expense.Medically related administrative costs include, for example, expenses relating to health education, quality assurance, case management, disease management, 24-houron-call nurses, and a portion of our information technology costs. Salary and benefit costs are a substantial portion of these expenses. For the years endedDecember 31, 2010, 2009 and 2008, medically related administrative costs were approximately $85.5 million, $74.6 million and $75.9 million, respectively.Our medical care costs include amounts that have been paid by us through the reporting date as well as estimated liabilities for medical care costs incurred but not paidby us as of the reporting date. See “Critical Accounting Policies” below for a comprehensive discussion of how we estimate such liabilities.<strong>Molina</strong> <strong>Medicaid</strong> <strong>Solutions</strong> SegmentCost of service revenue consists primarily of the costs incurred to provide business process outsourcing and technology outsourcing services under our contracts inLouisiana, Maine, New Jersey, West Virginia and Florida, as well as certain selling, general and administrative expenses. Additionally, certain indirect costs incurred under ourcontracts in Maine (prior to exiting the DDI phase of that contract in September, 2010) and Idaho are also expensed to cost of services.In some circumstances we may defer recognition of incremental direct costs (such as direct labor, hardware, and software) associated with a contract if revenuerecognition is also deferred. Such deferred contract costs are amortized on a straight-line basis over the remaining original contract term, consistent with the revenue recognitionperiod. We began to recognize deferred costs for our Maine contract in September 2010, at the same time we began to recognize revenue associated with that contract. InIdaho, we expect to begin recognition of deferred contact costs during 2011, in a manner consistent with our anticipated recognition of revenue.Results of OperationsYear Ended December 31, 2010 Compared with the Year Ended December 31, 2009Health Plans SegmentPremium RevenuePremium revenue grew 9.0% in the year ended December 31, 2010, compared with the year ended December 31, 2009, due to a membership increase of 10.9%. On aPMPM basis, however, consolidated premium revenue decreased 2.1% because of declines in premium rates. The decrease in PMPM revenue was due to the transfer of thepharmacy benefit to the state fee-for-service programs in Ohio (effective February 1, 2010) and Missouri (effective October 1, 2009). Exclusive of the transfer of the pharmacybenefit in Ohio and Missouri, <strong>Medicaid</strong> premium revenue PMPM increased approximately 1.5% over the year ended December 31, 2009. Medicare enrollment exceeded24,000 members at December 31, 2010, and Medicare premium revenue was $265.2 million for the year ended December 31, 2010, compared with $135.9 million for the yearended December 31, 2009.44Table of ContentsMedical Care CostsThe following table provides the details of consolidated medical care costs for the periods indicated (dollars in thousands except PMPM amounts):Year Ended December 31,2010 2009% of % ofAmount PMPM Total Amount PMPM TotalFee-for-service $ 2,360,858 $ 128.73 70.0% $ 2,077,489 $ 126.14 65.4%Capitation 555,487 30.29 16.5 558,538 33.91 17.6Pharmacy 325,935 17.77 9.7 414,785 25.18 13.1Other 128,577 7.01 3.8 125,424 7.62 3.9Total $ 3,370,857 $ 183.80 100.0% $ 3,176,236 $ 192.85 100.0%The medical care ratio decreased to 84.5% for the year ended December 31, 2010, compared with 86.8% for the year ended December 31, 2009.The medical care ratio of the California health plan decreased to 83.5% for the year ended December 31, 2010, compared with 92.2% for the year ended December 31,2009, primarily due to lower inpatient facility fee-for-service costs resulting from provider network restructuring and improved medical management.The medical care ratio of the Florida health plan increased to 95.4% for the year ended December 31, 2010, from 93.8% for the year ended December 31, 2009,primarily due to higher capitation costs and higher fee-for-service costs in the outpatient and physician categories.The medical care ratio of the Michigan health plan increased to 83.7% for the year ended December 31, 2010, from 81.5% for the year ended December 31, 2009,primarily due to higher inpatient facility fee-for-service costs.The medical care ratio of the New Mexico health plan decreased to 80.6% for the year ended December 31, 2010, from 85.7% for the year ended December 31, 2009,primarily due to reduced fee-for-service costs which more than offset decreased premium revenue PMPM.The medical care ratio of the Ohio health plan decreased to 79.1% for the year ended December 31, 2010, from 86.1% for the year ended December 31, 2009, primarilydue to an increase in <strong>Medicaid</strong> premium PMPM of approximately 6% effective January 1, 2010 (exclusive of the reduction related to pharmacy benefits), partially offset byhttp://sec.gov/Archives/edgar/data/1179929/000095012311023069/a58840e10vk.htm[1/6/2012 11:08:51 AM]
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e10vkTable of ContentsItem 1:Overvi
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e10vkDepartment of Health Services
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e10vkservices, and reputation or na
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e10vkIf our government contracts ar
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e10vkIf our cost increases resultin
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e10vkour board of directors. Becaus
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e10vkFirst Quarter $ 44.94 $ 23.46S
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e10vkTable of ContentsCertain compo
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e10vkNevada 8,037 1,106.45 9,099 1,
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e10vkInvestment IncomeInvestment in
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e10vkand 2007, respectively. EBITDA
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e10vk$2.8 million, or $0.10 per dil
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e10vkREPORT OF INDEPENDENT REGISTER
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e10vk65Table of ContentsMOLINA HEAL
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e10vkDelegated Provider InsolvencyC
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e10vk2007 (see Note 11, “Long-Ter
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e10vk$ 252,380 $ 248,039Gross reali
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e10vkTable of ContentsMOLINA HEALTH
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e10vk$10.9 million, and $7.9 millio
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e10vkIn July 2008, our board of dir
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e10vkThe Registrant has an equity i
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e10vkSIGNATURESPursuant to the requ
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e10vkEX-31.1EX-31.2EX-32.1EX-32.2Ta
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e10vkLeverage operational efficienc
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e10vkhealth plans. Among such facto
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e10vkMissouri and Ohio health plans
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e10vkWe are subject to various rout
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e10vkIt may be difficult for a thir
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e10vkItem 5:PART IIMarket for Regis
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e10vkstates to exclude certain bene
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e10vkMedical care ratio 86.8% 84.8%
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e10vkTable of ContentsMedical care
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e10vkare required to pay a fee for
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e10vkknown. While we believe our cu
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e10vkTable of ContentsMOLINA HEALTH
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e10vkYear Ended December 31,2009 20
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e10vkCalifornia $ 481,717 $ 417,027
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e10vkMOLINA HEALTHCARE, INC.NOTES T
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e10vk2008, we had transitioned fewe
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e10vknot intend to sell, nor is it
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e10vk87Table of ContentsMOLINA HEAL
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e10vkDuring 2009, 2008, and 2007, t
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e10vk$29.17 - $30.05 9,350 5.9 $ 29
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e10vk(1) The Registrant’s condens
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e10vkChanges in Internal Controls:
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e10vkSignature Title Date/s/ Joseph
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exv10w22Commitments exceed the sum
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exv10w22Loan Document. The amendmen
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exv10w22Name:Title:Fifth Amendment
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exv10w22Fifth Amendment to Credit A
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exv10w24EX-10.24 3 a55407exv10w24.h
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exv10w24Molina ECMS ref# 729 Provid
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exv10w24Molina ECMS ref# 729 Provid
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exv10w24HSA — Hospital Services A
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exv10w243.2 Member Eligibility Dete
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exv10w245.6 Amendment. Health Plan
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exv10w24HSA — Hospital Services A
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exv10w24License No. StreetNPI (or U
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exv10w24Page 23 of 40ATTACHMENT CPr
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exv10w24• This reimbursement meth
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exv10w24Molina ECMS ref# 729 Provid
- Page 466 and 467: exv10w24(Rule 53250(e)(4))8. Provid
- Page 468 and 469: exv10w241. Right to Audit. Provider
- Page 470 and 471: exv10w24Treasurer G. William Hammer
- Page 472 and 473: exv10w25unless the situation is one
- Page 474 and 475: exv10w25Plan in identifying, proces
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- Page 480 and 481: exv10w25Page 16Date 6/1/06ATTACHMEN
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- Page 488 and 489: exv10w252.5 Annual Disclosure of Ca
- Page 490 and 491: exv10w25Initials of authorizedrepre
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- Page 500 and 501: e10vk10-K 1 a58840e10vk.htm FORM 10
- Page 502 and 503: e10vkOur StrengthsWe focus on servi
- Page 504 and 505: e10vkevent.CompetitionWe operate in
- Page 506 and 507: e10vkat the funding for these healt
- Page 508 and 509: e10vk18Table of ContentsAlso, many
- Page 510 and 511: e10vkTable of Contentsalleged non-c
- Page 512 and 513: e10vk(fair value of $20.4 million).
- Page 514 and 515: e10vkTable of ContentsSTOCK PERFORM
- Page 519 and 520: e10vkYear Ended December 31,2010 20
- Page 521 and 522: e10vkAcquisitionsWisconsin Health P
- Page 523 and 524: e10vkspecific performance measures
- Page 525 and 526: e10vkoverestimations were tied to o
- Page 527 and 528: e10vkIntangible assets, net 105,500
- Page 529 and 530: e10vkOur Health Plans segment compr
- Page 531 and 532: e10vkSituations may arise where the
- Page 533 and 534: e10vkinvestment fund. As of Decembe
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- Page 537 and 538: e10vk7. ReceivablesHealth Plans seg
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- Page 541 and 542: e10vkindebtedness under the Credit
- Page 543 and 544: e10vkstatutory capital and surplus
- Page 545 and 546: e10vkCash paid in business purchase
- Page 547 and 548: e10vkItem 12.Security Ownership of
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- Page 551 and 552: exv10w27(f) all transferable or ass
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- Page 561 and 562: exv10w2710.6 Items Not to be Prorat
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exv10w27MATERIALS THAT PERTAIN TO T
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exv10w27Attn: General CounselTeleph
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exv10w2718.16 Authority. The indivi
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exv12w1EX-12.1 3 a58840exv12w1.htm
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exv23w1EX-23.1 5 a58840exv23w1.htm
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exv31w2EX-31.2 7 a58840exv31w2.htm
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exv32w2EX-32.2 9 a58840exv32w2.htm