Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): November 6,
2009
WELLCARE
HEALTH PLANS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-32209
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47-0937650
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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8735
Henderson Road, Renaissance One
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Tampa,
Florida
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33634
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(813) 290-6200
Not
Applicable
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01
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Entry
into a Material Definitive
Agreement.
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On November
6, 2009, WellCare Health Plans, Inc. (the “Registrant”)
received notices (collectively, the “CMS Coordinated
Care Notices”) from the Centers for Medicare & Medicaid Services
(“CMS”)
regarding the renewal of the following contracts (collectively, the “MA
Contracts”), as amended to date, between CMS and certain wholly-owned
subsidiaries of the Registrant:
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·
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Contract
#H0117 between CMS and WellCare of Ohio,
Inc.;
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·
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Contract
#H0712 between CMS and WellCare of Connecticut,
Inc.;
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·
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Contract
#H0913 between CMS and WellCare Health Insurance Plans of New Jersey,
Inc.;
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·
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Contract
#H1032 between CMS and WellCare of Florida,
Inc.;
|
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·
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Contract
#H1112 between CMS and WellCare of Georgia,
Inc.;
|
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·
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Contract
#H1216 between CMS and Harmony Health Plan of Illinois, Inc. dba Harmony
Health Plan of Missouri;
|
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·
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Contract
#H1264 between CMS and WellCare of Texas,
Inc.;
|
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·
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Contract
#H1416 between CMS and Harmony Health Plan of Illinois,
Inc.;
|
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·
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Contract
#H1657 between CMS and Harmony Health Plan of Illinois, Inc. dba Harmony
Health Plan of Indiana;
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·
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Contract
#H1903 between CMS and WellCare of Louisiana,
Inc.;
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·
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Contract
#H2491 between CMS and WellCare Health Insurance of Arizona, Inc.;
and
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·
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Contract
#H3361 between CMS and WellCare of New York,
Inc.
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Under the CMS
Coordinated Care Notices, the Registrant's subsidiaries listed above
(collectively, the “MA
Subsidiaries”) will continue to provide Medicare coordinated care plans
in Ohio, Connecticut, New Jersey, Florida, Georgia, Texas, Illinois, Indiana,
Missouri, Louisiana, Hawaii and New York, respectively. The CMS
Coordinated Care Notices renew the MA Contracts listed above for a period of one
year ending on December 31, 2010 on the terms set forth in the benefit
attestations submitted by the MA Subsidiaries.
As previously
disclosed, CMS has also notified the Registrant of the renewal of Contract
#S5967 between CMS and WellCare Prescription Insurance, Inc. ("WPI") pursuant to which WPI
provides stand-alone prescription drug plans under Medicare Part D.
The foregoing
description does not purport to be a complete description of the parties’ rights
and obligations under the MA Contracts or the CMS Coordinated Care
Notices. The above description is qualified in its entirety by
reference to the MA Contracts, the form of CMS Coordinated Care Notice and
benefit attestations, which are attached hereto and incorporated herein by
reference.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
The
following exhibits are filed as part of this report:
INCORPORATED
BY REFERENCE
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Exhibit
Number
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Description
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Form
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Filing
Date
With
SEC
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Exhibit
Number
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Filed
herewith
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10.2
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Contract
#H0117 between CMS and WellCare of Ohio, Inc.
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8-K
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November
9, 2007
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10.5
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Filed
herewith
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10.4
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Contract
#H0712 between CMS and WellCare of Connecticut, Inc.
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8-K
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November
2, 2005
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10.4
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Filed
herewith
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10.6
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Contract
#H0913 between CMS and WellCare Health Insurance Plans of New Jersey,
Inc.
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8-K
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November
9, 2007
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10.4
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Filed
herewith
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10.8
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Contract
#H1032 between CMS and WellCare of Florida, Inc.
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8-K
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November
2, 2005
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10.5
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Filed
herewith
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10.10
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Contract
#H1112 between CMS and WellCare of Georgia, Inc.
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8-K
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November
2, 2005
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10.6
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Filed
herewith
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10.12
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Contract
#H1216 between CMS and Harmony Health Plan of Illinois, Inc. dba Harmony
Health Plan of Missouri
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8-K
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November
9, 2007
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10.2
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Filed
herewith
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10.14
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Contract
#H1264 between CMS and WellCare of Texas, Inc.
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8-K
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November
9, 2007
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10.3
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10.15
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2009
Addendum to Contract #H1264
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10-Q
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May
11, 2009
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10.1
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Filed
herewith
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10.17
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Contract
#H1416 between CMS and Harmony Health Plan of Illinois,
Inc.
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8-K
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November
2, 2005
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10.7
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Filed
herewith
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10.19
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Contract
#H1657 between CMS and Harmony Health Plan of Illinois, Inc. dba Harmony
Health Plan of Indiana
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8-K
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February
21, 2008
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10.2
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Filed
herewith
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10.21
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Contract
#H1903 between CMS and WellCare of Louisiana, Inc.
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8-K
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November
2, 2005
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10.8
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Filed
herewith
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10.23
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Contract
#H2491 between CMS and WellCare Health Insurance of Arizona,
Inc.
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8-K
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December
23,2008
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10.1
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Filed
herewith
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10.25
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Contract
#H3361 between CMS and WellCare of New York, Inc.
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8-K
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November
2, 2005
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10.9
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Filed
herewith
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10.27
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Form
of 2009 addenda each of the following contracts: (a) Harmony Health Plan
of Illinois, Inc. (#H1416); (b) WellCare of Connecticut, Inc. (#H0712);
(c) WellCare of Florida, Inc. (#H1032); (d) WellCare of Georgia, Inc.
(#H1112); (e) WellCare of Louisiana, Inc. (#H1903); and (f) WellCare of
New York, Inc. (#H3361)
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10-Q
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May
11, 2009
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10.2
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SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November
12, 2009
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WELLCARE
HEALTH PLANS, INC.
/s/ Heath
Schiesser
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Heath
Schiesser
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President
and Chief Executive Officer
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EXHIBIT
INDEX
INCORPORATED
BY REFERENCE
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Exhibit
Number
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Description
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Form
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Filing
Date
With
SEC
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Exhibit
Number
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Filed
herewith
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10.2
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Contract
#H0117 between CMS and WellCare of Ohio, Inc.
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8-K
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November
9, 2007
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10.5
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Filed
herewith
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10.4
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Contract
#H0712 between CMS and WellCare of Connecticut, Inc.
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8-K
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November
2, 2005
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10.4
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Filed
herewith
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10.6
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Contract
#H0913 between CMS and WellCare Health Insurance Plans of New Jersey,
Inc.
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8-K
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November
9, 2007
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10.4
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Filed
herewith
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10.8
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Contract
#H1032 between CMS and WellCare of Florida, Inc.
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8-K
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November
2, 2005
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10.5
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Filed
herewith
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10.10
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Contract
#H1112 between CMS and WellCare of Georgia, Inc.
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8-K
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November
2, 2005
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10.6
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Filed
herewith
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10.12
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Contract
#H1216 between CMS and Harmony Health Plan of Illinois, Inc. dba Harmony
Health Plan of Missouri
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8-K
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November
9, 2007
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10.2
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Filed
herewith
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10.14
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Contract
#H1264 between CMS and WellCare of Texas, Inc.
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8-K
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November
9, 2007
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10.3
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10.15
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2009
Addendum to Contract #H1264
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10-Q
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May
11, 2009
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10.1
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Filed
herewith
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10.17
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Contract
#H1416 between CMS and Harmony Health Plan of Illinois,
Inc.
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8-K
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November
2, 2005
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10.7
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Filed
herewith
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||||
10.19
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Contract
#H1657 between CMS and Harmony Health Plan of Illinois, Inc. dba Harmony
Health Plan of Indiana
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8-K
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February
21, 2008
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10.2
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Filed
herewith
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||||
10.21
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Contract
#H1903 between CMS and WellCare of Louisiana, Inc.
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8-K
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November
2, 2005
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10.8
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Filed
herewith
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||||
10.23
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Contract
#H2491 between CMS and WellCare Health Insurance of Arizona,
Inc.
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8-K
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December
23,2008
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10.1
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Filed
herewith
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10.25
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Contract
#H3361 between CMS and WellCare of New York, Inc.
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8-K
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November
2, 2005
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10.9
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Filed
herewith
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||||
10.27
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Form
of 2009 addenda each of the following contracts: (a) Harmony Health Plan
of Illinois, Inc. (#H1416); (b) WellCare of Connecticut, Inc. (#H0712);
(c) WellCare of Florida, Inc. (#H1032); (d) WellCare of Georgia, Inc.
(#H1112); (e) WellCare of Louisiana, Inc. (#H1903); and (f) WellCare of
New York, Inc. (#H3361)
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10-Q
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May
11, 2009
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10.2
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