10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2002

Commission File Number 000-22217

AMSURG CORP.

(Exact Name of Registrant as Specified in Its Charter)

Tennessee
(State or Other Jurisdiction of
Incorporation or Organization) 62-1493316
(I.R.S. Employer
Identification No.)

20 Burton Hills Boulevard
Nashville, TN
(Address of Principal Executive Offices) 37215
(Zip Code)

(615) 665-1283

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:	None
Securities registered pursuant to Section 12(g) of the Act:	Common Stock, no par value
	(Title of class)

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ü]        No [  ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[ü]

     Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

Yes [ü]        No [  ]

     As of March 26, 2003, 20,570,393 shares of the Registrant’s common stock were outstanding. The aggregate market value of the shares of common stock of the Registrant held by nonaffiliates on March 26, 2003 (based upon the closing sale price of these shares as reported on the Nasdaq National Market as of March 26, 2003) was approximately $512,000,000. This calculation assumes that all shares of common stock beneficially held by executive officers and members of the Board of Directors of the Registrant are owned by “affiliates,” a status which each of the officers and directors individually may disclaim.

Documents Incorporated by Reference

     Portions of the Registrant’s Definitive Proxy Statement for its Annual Meeting of Shareholders to be held on May 22, 2003, are incorporated by reference into Part III of this Annual Report on Form 10-K.

TABLE OF CONTENTS

Part I
	Item 1. Business
	Item 2. Properties
	Item 3. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders
	EXECUTIVE OFFICERS OF THE REGISTRANT
PART II
	Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters
	Item 6. Selected Financial Data
	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk
	Item 8. Financial Statements and Supplementary Data
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Part III
	Item 10. Directors and Executive Officers of the Registrant
	Item 11. Executive Compensation
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
	Item 13. Certain Relationships and Related Transactions
	Item 14. Controls and Procedures
Part IV
	Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Signatures
Certifications
A#1 TO CREDIT AGREEMENT - 06/22/01
A#2 TO CREDIT AGREEMENT 02/05/03
A#3 TO CREDIT AGREEMENT 03/04/03
SUBSIDIARIES OF AMSURG
CONSENT OF INDEPENDENT AUDITORS
CERTIFICATION OF CEO
CERTIFICATION OF CFO

Table of Contents to Annual Report or Form 10-K for the Fiscal Year Ended December 31, 2002

Part I
	Item 1	Business	1
	Item 2	Properties	17
	Item 3	Legal Proceedings	17
	Item 4	Submission of Matters to a Vote of Security Holders	17
		Executive Officers of the Registrant	18
Part II
	Item 5	Market for the Registrant’s Common Equity and Related Stockholder Matters	18
	Item 6	Selected Financial Data	19
	Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
	Item 7A	Quantitative and Qualitative Disclosures About Market Risk	28
	Item 8	Financial Statements and Supplementary Data	29
	Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	48
Part III
	Item 10	Directors and Executive Officers of the Registrant	48
	Item 11	Executive Compensation	48
	Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	48
	Item 13	Certain Relationships and Related Transactions	48
	Item 14	Controls and Procedures	49
Part IV
	Item 15	Exhibits, Financial Statement Schedules and Reports on Form 8-K	49
		Exhibits	50
	Signatures		52
	Certifications		53

i

Part I

Item 1. Business

Our company was formed in 1992 for the purpose of developing, acquiring and operating practice-based ambulatory surgery centers in partnerships with physician practice groups throughout the United States. An AmSurg surgery center is typically located adjacent to or in close vicinity of the specialty medical practice of a physician group partner’s office. Each of the surgery centers provides a narrow range of high volume, lower-risk surgical procedures, generally in a single specialty, and has been designed with a cost structure that enables us to charge fees which we believe are generally less than those charged by hospitals and freestanding outpatient surgery centers for similar services performed on an outpatient basis. As of December 31, 2002, we owned a majority interest in 107 surgery centers in 27 states and the District of Columbia. As of December 31, 2002, we also had nine centers under development and had executed letters of intent to acquire or develop six additional centers.

We are a Tennessee corporation; our principal executive offices are located at 20 Burton Hills Boulevard, Nashville, Tennessee 37215, and our telephone number is 615-665-1283.

Risk Factors

The following factors affect our business and the industry in which we operate. The risks and uncertainties described below are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also have an adverse effect on us. If any of the matters discussed in the following risk factors were to occur, our business, financial condition, results of operations, cash flows or prospects could be materially adversely affected.

We Depend on Payments from Third-Party Payors, Including Government Healthcare Programs, and These Payments May be Reduced, Even Though Our Costs May Increase. We are dependent upon private and governmental third-party sources of payment for the services provided to patients in our surgery centers. The amount of payment a surgery center receives for its services may be adversely affected by market and cost factors as well as other factors over which we have no control, including Medicare and Medicaid regulations and the cost containment and utilization decisions of third-party payors. We derived approximately 40% of our revenues in 2002 from U.S. government healthcare programs, primarily Medicare. In addition, the market share growth of managed care has resulted in substantial competition among healthcare providers for inclusion in managed care contracting in some locations. Exclusion from participation in a managed care contract in a specific location can result in material reductions in patient volume and reimbursement to a practice-based ambulatory surgery center. We can give you no assurances that fixed fee schedules, capitated payment arrangements, exclusion from participation in managed care programs or other factors affecting payments for healthcare services over which we have no control will not have a material adverse effect on us.

Our Revenues May be Adversely Affected by Proposed Changes in the Reimbursement System of Outpatient Surgical Procedures Under the Medicare Program. The Department of Health and Human Services, or DHHS, currently bases its reimbursement system to ambulatory surgery centers on cost surveys. The current payment system is based on a 1986 cost survey. Another survey was completed in 1994, and based on this survey, in 1998, DHHS proposed a new payment methodology for surgery centers. If implemented, this new payment methodology would have adversely affected our revenues by approximately 4%. In May 2002, DHHS listed this proposal as a “discontinued action.” However, DHHS may propose a new rule at any time that could adversely impact surgery center reimbursement and therefore our financial condition, results of operations and business prospects.

In January 2003, the Medicare Payment Advisory Commission, or MedPac, voted to recommend to Congress that the reimbursement by Medicare for procedures performed in surgery centers be no higher than the reimbursement rate for the same procedures performed in hospital outpatient departments. Also, in January 2003, the Office of Inspector General, or OIG, issued a report that included a similar recommendation, and a recommendation that DHHS conduct a new cost survey. It is uncertain if Congress will act on either or both recommendations. While the majority of procedures are reimbursed at a higher rate in hospital outpatient departments than in ambulatory surgery centers, several procedures are reimbursed at a higher rate in ambulatory surgery centers. Although there is no

1

Item 1. Business – (continued)

certainty that these recommendations will be implemented, we have determined that, based on our current procedure mix, the MedPac recommendation, if implemented, would adversely affect our revenues by approximately 2%.

If We Fail to Comply With Applicable Laws and Regulations, We Could Suffer Penalties or Be Required to Make Significant Changes to Our Operations. We are subject to many laws and regulations at the federal, state and local government levels in the jurisdictions in which we operate. These laws and regulations require that our surgery centers and our operations meet various licensing, certification and other requirements, including those relating to:

• physician ownership of our surgery centers;

• certificate of need, or CON, approvals and other regulations affecting construction, acquisition of centers, capital expenditures or the addition of services;

• the adequacy of medical care, equipment, personnel, operating policies and procedures;

• qualifications of medical and support personnel;

• maintenance and protection of records;

• billing for services by healthcare providers;

• privacy and security of protected health information; and

• environmental protection.

If we fail to comply with applicable laws and regulations, we could suffer civil or criminal penalties, including the loss of our licenses to operate and our ability to participate in Medicare, Medicaid and other government sponsored and third-party healthcare programs. In the future, different interpretations or enforcement of existing or new laws and regulations could subject our current practices to allegations of impropriety or illegality, or could require us to make changes in our facilities, equipment, personnel, services, capital expenditure programs or operating expenses. We can give you no assurances that current or future legislative initiatives or government regulation will not have a material adverse effect on us or reduce the demand for our services.

If a Federal or State Agency Asserts a Different Position or Enacts New Laws or Regulations Regarding Illegal Remuneration or Other Forms of Fraud and Abuse, We Could Suffer Penalties or Be Required to Make Significant Changes to Our Operations. A federal law, referred to as the anti-kickback statute, prohibits healthcare providers and others from soliciting, receiving, offering or paying, directly or indirectly, any remuneration with the intent of generating referrals or orders for services or items covered by a federal healthcare program. The anti-kickback statute is very broad in scope and many of its provisions have not been uniformly or definitively interpreted by case law or regulations. Violations of the anti-kickback statute may result in substantial civil or criminal penalties and exclusion from participation in the Medicare and Medicaid programs. Exclusion from these programs would result in significant reductions in revenue and would have a material adverse effect on our business.

DHHS has published final safe harbor regulations that outline categories of activities that are deemed protected from prosecution under the anti-kickback statute. Three of the safe harbors apply to business arrangements similar to those used in connection with our surgery centers: the “surgery centers,” “investment interest” and “personal services and management contracts” safe harbors. The structure of the limited partnerships and limited liability companies operating our surgery centers, as well as our various business arrangements involving physician group practices, do not satisfy all of the requirements of any safe harbor. Nevertheless, a business arrangement that does not substantially comply with a safe harbor is not necessarily illegal under the anti-kickback statute.

In addition, many of the states in which we operate also have adopted laws, similar to the anti-kickback statute, that prohibit payments to physicians in exchange for referrals, some of which apply regardless of the source of payment for care. These statutes typically impose criminal and civil penalties as well as loss of license.

In addition to the anti-kickback statute, the Health Insurance Portability and Accountability Act of 1996, or HIPAA, broadened the scope of the fraud and abuse laws by adding several criminal provisions for healthcare fraud offenses that apply to all health benefit programs. This act also created new enforcement mechanisms to combat fraud and abuse, including the Medicare Integrity Program and an incentive program under which individuals can receive up to $1,000 for providing information on Medicare fraud and abuse that leads to the recovery of at least $100 of Medicare funds. In addition, federal enforcement officials now have the ability to exclude from Medicare and Medicaid any investors, officers and managing employees associated with business entities that have committed healthcare fraud. This act also established a new violation for the payment of inducements to Medicare and

2

Item 1. Business – (continued)

Medicaid beneficiaries in order to influence those beneficiaries to order or receive services from a particular provider or practitioner.

If Regulations or Regulatory Interpretations Change, We May Be Obligated to Buy Out Interests of Physicians Who Are Minority Owners of the Surgery Centers. The partnership and operating agreements for the limited partnerships and limited liability companies provide that if certain regulations or regulatory interpretations change, we will be obligated to purchase some or all of the minority interests of the physician entities affiliated with us in the partnerships or limited liability companies that own and operate our surgery centers. The regulatory changes that could trigger such an obligation include changes that:

• make the referral of Medicare and other patients to our surgery centers by physicians affiliated with us illegal;

• create the substantial likelihood that cash distributions from the partnership or limited liability company to the affiliated physicians will be illegal; or

• cause the ownership by the physicians of interests in the partnerships or limited liability companies to be illegal.

The cost of repurchasing these minority interests would be substantial. There can be no assurance that our existing capital resources would be sufficient for us to meet the obligation, if it arises, to purchase these minority interests held by physicians. The determination of whether a triggering event has occurred is made by the concurrence of counsel for AmSurg and counsel for the physician partners or, in the absence of such concurrence, by a nationally recognized law firm having an expertise in healthcare law jointly selected by both parties. Such determination is therefore not within our control. While we have attempted to structure the purchase obligations to be as favorable as possible to us, the triggering of these obligations could have a material adverse effect on our financial condition and results of operations.

In August 2002, the OIG published its work plan for the 2003 fiscal year. The work plan identified several projects related to our industry, including a project identified as “Financial Arrangements Between Physicians and Ambulatory Surgical Centers.” This project will focus on determining if physician ownership in ambulatory surgery centers affects utilization and the cost of outpatient surgeries. While we believe physician ownership of ambulatory surgery centers as structured within our partnerships and limited liability companies is in compliance with applicable law, there can be no assurance that the outcome of this work plan project would not generate legislative or regulatory changes that would have an adverse impact on us.

If We are Unable to Acquire and Develop Additional Surgery Centers on Favorable Terms and Manage Our Growth, We Will Be Unable to Execute Our Acquisition and Development Strategy. Our strategy includes increasing our revenues and earnings by continuing to acquire surgery centers and developing additional surgery centers. Our efforts to execute our acquisition and development strategy may be affected by our ability to identify suitable candidates and negotiate and close acquisition and development transactions. We are currently evaluating potential acquisitions and development projects and expect to continue to evaluate acquisitions and development projects in the foreseeable future. The surgery centers we develop typically incur losses during the initial months of operation. We can give you no assurances that we will be successful in acquiring surgery centers, developing surgery centers or achieving satisfactory operating results at acquired or newly developed centers. We can give you no assurances that the assets we acquire in the future will ultimately produce returns that justify our related investment. To accommodate our past and anticipated future growth, and to compete effectively, we will need to continue to implement and improve our management, operational and financial information systems and to expand, train, manage and motivate our workforce. We can give you no assurances that our personnel, systems, procedures or controls will be adequate to support our operations in the future or that focusing our financial resources and management attention on the expansion of our operations will not adversely affect our financial results.

If We Do Not Have Sufficient Capital Resources for Our Acquisition and Development Strategy, Our Growth Could Be Limited. We will need capital to acquire, develop, integrate, operate and expand surgery centers. We may finance future acquisition and development projects through debt or equity financings and may use shares of our capital stock for all or a portion of the consideration to be paid in acquisitions. To the extent that we undertake these financings or use capital stock as consideration, our shareholders may, in the future, experience ownership dilution. To the extent we incur debt, we may have significant interest expense and may be subject to covenants in the related

3

Item 1. Business – (continued)

debt agreements that affect the conduct of our business. If we do not have sufficient capital resources, our growth could be limited and our operations impaired. Our bank loan agreement requires that we comply with financial covenants and may not permit additional borrowing or other sources of debt financing if we are not in compliance. We can give you no assurances that we will be able to obtain financing necessary for our acquisition and development strategy or that, if available, the financing will be on terms acceptable to us.

Our Business Depends on Relationships with Physician Partners, Which May be Subject to Conflicts of Interest and Disputes. Our business depends upon, among other things, the efforts and success of the physician partners who perform surgical procedures at the surgery centers and the strength of our relationship with these physicians. Our business could be adversely affected if these physicians do not maintain the quality of medical care or do not follow required professional guidelines at our surgery centers, if there is damage to the reputation of a key physician or group of physicians or if our relationship with a key physician partner or group of physician partners is impaired. As the owner of majority interests in the partnerships and limited liability companies that own our surgery centers, we owe a fiduciary duty to the physicians who are minority interest holders in these entities and may encounter conflicts between our interests and that of the minority holders. In these cases, our representatives on the operating boards or boards of governors of each joint venture are obligated to exercise reasonable, good faith judgment to resolve the conflicts and may not be free to act solely in our own best interests. In our role as general partner of the partnership or as chief manager of the limited liability company, we generally exercise our discretion in managing the business of the surgery center. Disputes may arise between us and the physician partners regarding a particular business decision or the interpretation of the provisions of the partnership agreement or limited liability company operating agreement. The agreements provide for arbitration as a dispute resolution process in some circumstances. We cannot assure you that any dispute will be resolved or that any dispute resolution will be on terms satisfactory to us.

We Are Liable for the Debts and Other Obligations of the Limited Partnerships That Own and Operate Some of Our Surgery Centers, and the Physician Partners Are Only Guarantors of the Debts. In the limited partnerships in which we are the general partner, we are liable for 100% of the debts and other obligations of the partnership; however, the partnership agreement requires the physician partners to guarantee their pro rata share of any indebtedness or lease agreements to which the partnership is a party in proportion to their ownership interest in the partnership. We also have primary liability for the bank debt incurred for the benefit of the limited liability companies, and in turn, lend funds to these limited liability companies, although the physician members also guarantee this debt. There can be no assurance that a third-party lender or lessor would seek performance of the guarantees rather than seek repayment from us of any obligation of the partnership if there is a default, or that the physician partners would have sufficient assets to satisfy their guarantee obligations.

New Federal and State Legislative and Regulatory Initiatives Relating to Patient Privacy Could Require Us to Expend Substantial Sums Acquiring and Implementing New Information Systems, Which Could Negatively Impact Our Financial Results. There are currently numerous legislative and regulatory initiatives at the state and federal levels addressing patient privacy concerns. In particular, on December 28, 2000, DHHS released final health privacy regulations implementing portions of the Administrative Simplification Provisions of HIPAA, and in August 2002 published revisions to the final rules. These final health privacy regulations generally require compliance by April 14, 2003 and extensively regulate the use and disclosure of individually identifiable health-related information.

In addition, HIPAA requires DHHS to adopt standards to protect the security of health-related information. DHHS released final security regulations on February 20, 2003. The security regulations will generally become mandatory on April 20, 2005. These security regulations will require healthcare providers to implement administrative, physical and technical practices to protect the security of individually identifiable health-related information that is electronically maintained or transmitted. Further, as required by HIPAA, DHHS has adopted final regulations establishing electronic data transmission standards that all healthcare providers must use when submitting or receiving certain healthcare transactions electronically. Compliance with these regulations became mandatory on October 16, 2002. However, entities that filed for an extension before October 16, 2002 have until October 16, 2003 to comply with the regulations. We filed for the extension before October 16, 2002, and we anticipate that we will be in compliance with the standards by October 16, 2003. If we fail to comply with these regulations, we could suffer civil penalties up to $25,000 per calendar year for each provision violated and criminal penalties with fines of up to $250,000 per violation. In addition, our facilities will continue to remain subject to any state laws that are more

4

Item 1. Business – (continued)

restrictive than the privacy regulations issued under HIPAA. These statutes vary by state and could impose additional penalties.

Providers in the Healthcare Industry Have Been the Subject of Federal and State Investigations, and We May Become Subject to Investigations in the Future. Both federal and state government agencies have heightened and coordinated civil and criminal enforcement efforts as part of numerous ongoing investigations of healthcare companies, as well as their executives and managers. These investigations relate to a wide variety of topics, including referral and billing practices. Further, amendments in 1986 to the federal False Claims Act have made it easier for private parties to bring “qui tam” whistleblower lawsuits against companies. Some states have adopted similar state whistleblower and false claims provisions.

The OIG and the Department of Justice have, from time to time, established national enforcement initiatives that focus on specific billing practices or other suspected areas of abuse. Some of our activities could become the subject of governmental investigations or inquiries. For example, we have significant Medicare and Medicaid billings and we have joint venture arrangements involving physician investors. In addition, our executives and managers, many of whom have worked at other healthcare companies that are or may become the subject of federal and state investigations and private litigation, could be included in governmental investigations or named as defendants in private litigation. We are not aware of any governmental investigations involving any of our facilities, our executives or our managers. A future investigation of us, our executives or our managers could result in significant expense to us, as well as adverse publicity.

We May Write-Off Intangible Assets, Such as Goodwill. As a result of purchase accounting for our various acquisition transactions, our balance sheet at December 31, 2002 contains an intangible asset designated as goodwill totaling $193.9 million. Additional purchases of interests in practice-based surgery centers that result in the recognition of additional intangible assets would cause an increase in these intangible assets.

On an ongoing basis, we evaluate whether facts and circumstances indicate any impairment of value of intangible assets. As circumstances change, we cannot assure you that the value of these intangible assets will be realized by us. If we determine that a significant impairment has occurred, we would be required to write-off the impaired portion of intangible assets, which could have a material adverse effect on our results of operations in the period in which the write-off occurs.

The IRS May Challenge Tax Deductions for Certain Acquired Goodwill. For federal income tax purposes, goodwill and other intangibles acquired as part of the purchase of a business after August 10, 1993 are deductible over a 15-year period. We have been claiming and continue to take tax deductions for goodwill obtained in our acquisition of assets of practice-based ambulatory surgery centers. In 1997, the IRS published proposed regulations that applied “anti-churning” rules to call into question the deductibility of goodwill purchased in transactions structured similarly to some of our acquisitions. The anti-churning rules are designed to prevent taxpayers from converting existing goodwill for which a deduction would not have been allowable prior to 1993 into an asset that could be deducted over 15 years, such as by selling a business some of the value of which arose prior to 1993 to a related party. On January 25, 2000, the IRS issued final regulations which continue to call into question the deductibility of goodwill purchased in transactions structured similarly to some of our acquisitions. This uncertainty applies only to goodwill that arose in part prior to 1993, so the tax deductions we have taken with respect to interests acquired in surgery centers that were formed after August 10, 1993 are not affected. In response to these final regulations, in 2000 we changed our methods of acquiring interests in practice-based ambulatory surgery centers so as to comply with guidance found in the final regulations. There is a risk that the IRS could challenge tax deductions for pre-1993 goodwill in acquisitions we completed prior to changing our approach. Loss of these tax deductions would increase the amount of our tax payments and would have a material adverse effect on our results of operations.

If We Are Unable to Effectively Compete for Physician Partners and Certain Strategic Relationships, Our Business Could be Adversely Affected. The healthcare business is highly competitive. We encounter competition in three separate areas: competition for joint venture development of practice-based centers, competition with other companies for acquisition of existing centers, and competition with other providers for patients and for contracting with managed care payors in each of our markets. There are several large, publicly held companies, or divisions or subsidiaries of large publicly held companies, and several private companies that develop freestanding multi-specialty surgery centers, and these companies may compete with us in the development of centers. Further, many

5

Item 1. Business – (continued)

physician groups develop surgery centers without a corporate partner, utilizing consultants who typically perform these services for a fee and who do not take an equity interest in the ongoing operations of the center. There are several companies, many in niche markets, that acquire existing practice-based ambulatory surgery centers. In addition, other healthcare providers, including hospitals, compete for patients and contracts with managed care payors in our markets. Many of these competitors have greater financial, research, marketing and staff resources than we do. We can give you no assurances that we can compete effectively in any of these areas.

Industry Overview

For numerous years, government programs, private insurance companies, managed care organizations and self-insured employers have implemented various cost-containment measures to limit the growth of healthcare expenditures. These cost-containment measures, together with technological advances, have resulted in a significant shift in the delivery of healthcare services away from traditional inpatient hospitals to more cost-effective sites, including ambulatory surgery centers.

According to SMG Marketing Group Inc.’s Freestanding Outpatient Surgery Center Directory (2002 Edition), the number of freestanding outpatient surgery centers in the U.S. grew 39.5% since 1996 to approximately 3,385 by the end of 2001. We believe that approximately 1,000 of these surgery centers are single-specialty centers. The number of outpatient surgical cases performed in freestanding surgery centers increased 70% from 4.3 million in 1996 to 7.0 million in 2001.

We believe that the following factors have contributed to the growth of ambulatory surgery:

Cost-Effective Alternative. Ambulatory surgery is generally less expensive than hospital inpatient surgery. We believe that surgery performed at a practice-based ambulatory surgery center is generally less expensive than hospital-based ambulatory surgery for a number of reasons, including lower facility development costs, more efficient staffing and space utilization and a specialized operating environment focused on cost containment. Interest in ambulatory surgery centers has grown as managed care organizations have continued to seek a cost-effective alternative to inpatient services.

Physician and Patient Preference. We believe that many physicians prefer practice-based ambulatory surgery centers because these centers enhance physicians’ productivity by providing them with greater scheduling flexibility, more consistent nurse staffing and faster turnaround time between cases, allowing them to perform more surgeries in a defined period of time. In contrast, hospitals and freestanding multi-specialty ambulatory surgery centers generally serve a broader group of physicians, including those involved with emergency procedures, resulting in postponed or delayed surgeries. Additionally, many physicians choose to perform surgery in a practice-based ambulatory surgery center because their patients prefer the simplified admissions and discharge procedures and the less institutional atmosphere.

New Technology. New technology and advances in anesthesia, which have been increasingly accepted by physicians, have significantly expanded the types of surgical procedures that are being performed in ambulatory surgery centers. Lasers, enhanced endoscopic techniques and fiber optics have reduced the trauma and recovery time associated with many surgical procedures. Improved anesthesia has shortened recovery time by minimizing post-operative side effects such as nausea and drowsiness, thereby avoiding, in some cases, overnight hospitalization.

Strategy

We believe we are a leader in the development, acquisition and operation of practice-based ambulatory surgery centers. The key components of our strategy are to:

• develop, in partnership with physicians, new practice-based ambulatory surgery centers;

• selectively acquire practice-based ambulatory surgery centers with substantial minority physician ownership; and

• grow revenues and profitability of our existing surgery centers.

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Item 1. Business – (continued)

Development and Acquisition of Surgery Centers

Our practice-based ambulatory surgery centers are licensed outpatient surgery centers generally equipped and staffed for a single medical specialty and are typically located in or adjacent to a physician group practice. We have targeted ownership in centers that perform gastrointestinal endoscopy, ophthalmology, orthopedics and otolaryngology (ear, nose and throat) procedures. We target these medical specialties because they generally involve a high volume of lower-risk procedures that can be performed in an outpatient setting on a safe and cost-effective basis. The focus at each center on a single specialty results in significantly lower capital and operating costs than the costs of hospitals and freestanding ambulatory surgery centers that must be designed to provide more intensive services for a broader array of surgical specialties. In addition, the practice-based surgery center, which is located in or adjacent to the group practice, typically provides a more convenient setting for the patient and for the physician performing the procedure. Improvements in technology continue to enable additional types of procedures to be performed in the practice-based setting.

Our development staff identifies existing centers that are potential acquisition candidates and identifies physician practices that are potential partners for new center development in the medical specialties which we have targeted. These candidates are then evaluated against our project criteria, which include the number of procedures currently being performed by the practice, competition from and the fees being charged by other surgical providers, relative competitive market position of the physician practice under consideration, ability to contract with payors in the market and state CON requirements for the development of a new center.

In presenting the advantages to physicians of developing a new practice-based ambulatory surgery center in partnership with us, our development staff emphasizes the proximity of a practice-based surgery center to a physician’s office, the simplified administrative procedures, the ability to schedule consecutive cases without preemption by inpatient or emergency procedures, the rapid turnaround time between cases, the high technical competency of the center’s clinical staff that performs only a limited number of specialized procedures and state-of-the-art surgical equipment. We also focus on our expertise in developing and operating centers. In addition, as part of our role as the general partner or manager of the surgery center partnerships and limited liability companies, we market the centers to third-party payors.

In a development project, we provide, among other things, the following services:

• financial feasibility pro forma analysis;

• assistance in state CON approval process, if needed;

• site selection;

• assistance in space analysis and schematic floor plan design;

• analysis of local, state and federal building codes;

• negotiation of equipment financing with lenders;

• equipment budgeting, specification, bidding and purchasing;

• construction financing;

• architectural oversight;

• contractor bidding;

• construction management; and

• assistance with licensing, Medicare certification and contracting with third-party payors.

We begin our acquisition process with a due diligence review of the targeted center and its market. We use experienced teams of operations and financial personnel to conduct a thorough review of all aspects of the center’s operations including the following:

• market position of the center and the physicians affiliated with the center;

• payor and case mix;

• growth opportunities;

• staffing and supply review; and

• equipment assessment.

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Item 1. Business – (continued)

Our ownership interests in practice-based ambulatory surgery centers generally are structured through limited partnerships or limited liability companies. We generally own 51% of the partnerships or limited liability companies and act as the general partner in each limited partnership and the chief manager in each limited liability company. In development transactions, capital contributed by the physicians and AmSurg plus bank financing provides the partnership or limited liability company with the funds necessary to construct and equip a new surgery center and to provide initial working capital.

As part of each development and acquisition transaction, we enter into a partnership agreement or, in the case of a limited liability company, an operating agreement with our physician group partner. Under these agreements, we receive a percentage of the net income and cash distributions of the entity equal to our percentage ownership interest in the entity and have the right to the same percentage of the proceeds of a sale or liquidation of the entity. In the limited partnership structure, as the sole general partner, we are generally liable for the debts of the partnership. However, the partnership agreement requires the physician partners to guarantee their pro rata share of any indebtedness or lease agreements to which the partnership is a party in proportion to their ownership interest in the partnership.

These agreements provide that we will oversee the business office, marketing, financial reporting, accreditation and administrative operations of the surgery center and that the physician group partner will provide the center with a medical director and performance improvement chairman and certain other specified services such as billing and collections, transcription and accounts payable processing.

In addition, these agreements may provide that the limited partnership or limited liability company will lease certain non-physician personnel from the physician practice, who will provide services at the center. The cost of the salary and benefits of these personnel are reimbursed to the practice by the limited partnership or limited liability company. Certain significant aspects of the limited partnership’s or limited liability company’s governance are overseen by an operating board, which is comprised of equal representation by AmSurg and our physician partners. Because the physicians will continue to have a minority ownership interest in the center, we work closely with the physicians throughout the process to assess the likelihood of a successful partnership with them in the surgery centers.

The partnership and operating agreements provide that, if certain regulatory changes take place, we will be obligated to purchase some or all of the minority interests of the physicians affiliated with us in the partnerships or limited liability companies that own and operate our surgery centers. The regulatory changes that could trigger such an obligation include changes that: (i) make the referral of Medicare and other patients to our surgery centers by physicians affiliated with us illegal; (ii) create the substantial likelihood that cash distributions from the partnership or limited liability company to the affiliated physicians will be illegal; or (iii) cause the ownership by the physicians of interests in the partnerships or limited liability companies to be illegal. There can be no assurance that our existing capital resources would be sufficient for us to meet the obligation, if it arises, to purchase these minority interests held by physicians. The determination of whether a triggering event has occurred is made by the concurrence of counsel for AmSurg and counsel for the physician partners or, in the absence of such concurrence, by independent counsel having an expertise in healthcare law and whom both parties choose. Such determination is therefore not within our control. While we have structured the purchase obligations to be as favorable as possible to us, the triggering of these obligations could have a material adverse effect on our financial condition and results of operations. See “- Government Regulation.”

Surgery Center Operations

We generally design, build, staff and equip each of our facilities to meet the specific needs of a single specialty physician practice group. Our typical ambulatory surgery center averages 3,000 square feet and is located adjacent to or in the near vicinity of the specialty physicians’ offices. Each center developed by us typically has two to three operating or procedure rooms with areas for reception, preparation, recovery and administration. Each surgery center is developed to perform an average of 2,500 procedures per year. Our cost of developing a typical surgery center ranges from $1.0 to $1.5 million. Constructing, equipping and licensing a surgery center generally takes 10 to 12 months. As of December 31, 2002, 61 centers perform gastrointestinal endoscopy procedures, 38 centers perform ophthalmology surgery procedures, three centers perform orthopedic procedures and five centers perform procedures in more than one specialty. The procedures performed at our centers generally do not require an extended recovery period. Our centers are staffed with approximately ten clinical professionals and administrative personnel, some of whom may be shared with the physician practice group. The clinical staff includes nurses and surgical technicians.

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Item 1. Business – (continued)

The types of procedures performed at each center depend on the specialty of the practicing physicians. The procedures most commonly performed or to be performed at AmSurg surgery centers in operation or under development within each specialty are:

• gastroenterology - colonoscopy and other endoscopy procedures;

• ophthalmology - cataracts and retinal laser surgery;

• orthopedics - knee arthroscopy and carpal tunnel repair; and

• otolaryngology - myringotomy (ear tubes) and tonsillectomy.

We market our surgery centers directly to third-party payors, including health maintenance organizations, or HMOs, preferred provider organizations, or PPOs, other managed care organizations and employers. Payor-group marketing activities conducted by AmSurg management and center administrators emphasize the high quality of care, cost advantages and convenience of our surgery centers and are focused on making each center an approved provider under local managed care plans.

Accreditation

Sixty-three of our surgery centers are currently accredited by the Joint Commission for the Accreditation of Healthcare Organizations, or JCAHO, or the Accreditation Association for Ambulatory Health Care, or AAAHC, and ten surgery centers are scheduled for initial accreditation surveys during 2003. All of the accredited centers have received three-year certifications. We believe that JCAHO or AAAHC accreditation is the quality benchmark for managed care organizations. Many managed care organizations will not contract with a facility until it is accredited. We believe that our historical performance in the accreditation process reflects our commitment to providing high quality care in our surgery centers.

Surgery Center Locations

The following table sets forth certain information relating to surgery centers in operation as of December 31, 2002:

			Operating or
		Acquisition/	Procedure
Location	Specialty Practice	Opening Date	Rooms
Acquired Centers:
Knoxville, Tennessee	Gastroenterology	November 1992		7
Topeka, Kansas	Gastroenterology	November 1992		4
Nashville, Tennessee	Gastroenterology	November 1992		3
Nashville, Tennessee	Gastroenterology	December 1992		3
Washington, D.C	Gastroenterology	November 1993		3
Melbourne, Florida	Ophthalmology	November 1993		3
Torrance, California	Gastroenterology	February 1994		2
Sebastopol, California	Ophthalmology	April 1994		2
Maryville, Tennessee	Gastroenterology	January 1995		3
Miami, Florida	Gastroenterology	April 1995		7
Panama City, Florida	Gastroenterology	July 1996		3
Ocala, Florida	Gastroenterology	August 1996		3
Columbia, South Carolina	Gastroenterology	October 1996		3
Wichita, Kansas	Orthopedics	November 1996		3
Minneapolis, Minnesota	Gastroenterology	November 1996		2
Crystal River, Florida	Gastroenterology	January 1997		3
Abilene, Texas	Ophthalmology	March 1997		2
Fayetteville, Arkansas	Gastroenterology	May 1997		2
Independence, Missouri	Gastroenterology	September 1997		2
Kansas City, Missouri	Gastroenterology	September 1997		2
Phoenix, Arizona	Ophthalmology	February 1998		2
Denver, Colorado	Gastroenterology	April 1998		3
Sun City, Arizona	Ophthalmology	May 1998		4
Westlake, California	Ophthalmology	August 1998		1
Baltimore, Maryland	Gastroenterology	November 1998		2

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Item 1. Business – (continued)

			Operating or
		Acquisition/	Procedure
Location	Specialty Practice	Opening Date	Rooms
Naples, Florida	Gastroenterology	November 1998		2
Boca Raton, Florida	Ophthalmology	December 1998		2
Indianapolis, Indiana	Gastroenterology	June 1999		4
Chattanooga, Tennessee	Gastroenterology	July 1999		2
Mount Dora, Florida	Ophthalmology	September 1999		2
Oakhurst, New Jersey	Gastroenterology	September 1999		1
Cape Coral, Florida	Gastroenterology	November 1999		2
La Jolla, California	Gastroenterology	December 1999		2
Burbank, California	Ophthalmology	December 1999		1
Waldorf, Maryland	Gastroenterology	December 1999		1
Las Vegas, Nevada	Ophthalmology	December 1999		2
Glendale, California	Ophthalmology	January 2000		1
Las Vegas, Nevada	Ophthalmology	May 2000		2
Hutchinson, Kansas	Ophthalmology	June 2000		3
New Orleans, Louisiana	Ophthalmology	July 2000		2
Dothan, Alabama	Ophthalmology	August 2000		2
Kingston, Pennsylvania	Ophthalmology, Pain Management	December 2000		3
Inverness, Florida	Gastroenterology	December 2000		3
Coral Gables, Florida	Ophthalmology	December 2000		2
Harlingen, Texas	Gastroenterology	December 2000		2
Columbia, Tennessee	Orthopedic, Ophthalmology	February 2001		2
Bel Air, Maryland	Gastroenterology	February 2001		2
Dover, Delaware	Ophthalmology	February 2001		2
Sarasota, Florida	Ophthalmology	February 2001		2
Greensboro, North Carolina	Ophthalmology	March 2001		4
Ft. Lauderdale, Florida	Ophthalmology	March 2001		3
Zephyrhills, Florida	Ophthalmology	May 2001		2
Bloomfield, Connecticut	Ophthalmology	July 2001		1
Ft. Myers, Florida	Gastroenterology, Pain Management	July 2001		2
Jackson, Tennessee	Ophthalmology	July 2001		1
Egg Harbor, New Jersey	Multispecialty	July 2001		3
Lawrenceville, New Jersey	Orthopedic	October 2001		3
Newark, Delaware	Gastroenterology	October 2001		6
Alexandria, Louisiana	Ophthalmology	December 2001		2
Akron, Ohio	Gastroenterology	December 2001		2
Paducah, Kentucky	Ophthalmology	May 2002		2
Columbia, Tennessee	Gastroenterology	June 2002		2
Ft. Myers, Florida	Ophthalmology	July 2002		2
Tulsa, Oklahoma	Ophthalmology	July 2002		2
Weslaco, Texas	Ophthalmology	September 2002		2
Peoria, Arizona	Multispecialty	October 2002		3
Lewes, Delaware	Gastroenterology	December 2002		2
Rogers, Arkansas	Ophthalmology	December 2002		2
Winter Haven, Florida	Ophthalmology	December 2002		2
Mesa, Arizona	Gastroenterology	December 2002		3
Developed Centers:
Santa Fe, New Mexico	Gastroenterology	May 1994		3
Tarzana, California	Gastroenterology	July 1994		3
Beaumont, Texas	Gastroenterology	October 1994		3
Abilene, Texas	Gastroenterology	December 1994		3
Knoxville, Tennessee	Ophthalmology	June 1996		2
West Monroe, Louisiana	Gastroenterology	June 1996		2
Sidney, Ohio	Multispecialty	December 1996		3
Montgomery, Alabama	Ophthalmology	May 1997		2
Willoughby, Ohio	Gastroenterology	July 1997		2
Milwaukee, Wisconsin	Gastroenterology	July 1997		2
Chevy Chase, Maryland	Gastroenterology	July 1997		2

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Item 1. Business – (continued)

			Operating or
		Acquisition/	Procedure
Location	Specialty Practice	Opening Date	Rooms
Melbourne, Florida	Gastroenterology	August 1997		2
Lorain, Ohio	Gastroenterology	August 1997		2
Hillmont, Pennsylvania	Gastroenterology	October 1997		2
Minneapolis, Minnesota	Gastroenterology	November 1997		2
Hialeah, Florida	Gastroenterology	December 1997		3
Cleveland, Ohio	Ophthalmology	December 1997		2
Cincinnati, Ohio	Gastroenterology	January 1998		3
Evansville, Indiana	Ophthalmology	February 1998		2
Shawnee, Kansas	Gastroenterology	April 1998		2
Salt Lake City, Utah	Gastroenterology	April 1998		2
Oklahoma City, Oklahoma	Gastroenterology	May 1998		2
El Paso, Texas	Gastroenterology	December 1998		3
Toledo, Ohio	Gastroenterology	December 1998		3
Florham Park, New Jersey	Gastroenterology	December 1999		2
Melbourne, Florida	Lasik Ophthalmology	February 2000		1
Minneapolis, Minnesota	Ophthalmology	June 2000		2
Crestview Hills, Kentucky	Gastroenterology	September 2000		2
Louisville, Kentucky	Gastroenterology	September 2000		2
Louisville, Kentucky	Ophthalmology	September 2000		2
Ft. Myers, Florida	Gastroenterology	October 2000		2
Seneca, Pennsylvania	Gastroenterology, Ophthalmology	October 2000		2
Sarasota, Florida	Gastroenterology	December 2000		2
Tamarac, Florida	Gastroenterology	December 2000		2
Inglewood, California	Gastroenterology	May 2001		2
Clemson, South Carolina	Orthopedics	September 2002		3
Middletown, Ohio	Gastroenterology	October 2002		2

Our partnerships and limited liability companies generally lease certain of the real property in which our surgery centers operate and the equipment used in certain of our surgery centers, either from the physician partners or from unaffiliated parties. Three surgery centers in operation at December 31, 2002 are located in buildings owned by certain of our partnerships or limited liability companies.

Revenues

Substantially all of our revenue is derived from facility fees charged for surgical procedures performed in our surgery centers. This fee varies depending on the procedure, but usually includes all charges for operating room usage, special equipment usage, supplies, recovery room usage, nursing staff and medications. Facility fees do not include the charges of the patient’s surgeon, anesthesiologist or other attending physicians.

Practice-based ambulatory surgery centers depend upon third-party reimbursement programs, including governmental and private insurance programs, to pay for services rendered to patients. We derived approximately 40%, 38% and 37% of our revenues in the years ended December 31, 2002, 2001 and 2000, respectively, from governmental healthcare programs, primarily Medicare. The Medicare program currently pays ambulatory surgery centers and physicians in accordance with predetermined fee schedules.

The current payment system is based on a 1986 cost survey. Another survey was completed in 1994, and based on this survey, DHHS proposed a new payment methodology for surgery centers in 1998. If implemented, this new payment methodology would have adversely affected our revenues by approximately 4%. In May 2002, DHHS listed this proposal as a “discontinued action.” However, DHHS may propose a new rule at any time that could adversely impact surgery center reimbursement and therefore our financial condition, results of operations and business prospects.

In January 2003, MedPac voted to recommend to Congress that the reimbursement by Medicare for procedures performed in surgery centers be no higher than the reimbursement rate for the same procedures performed in hospital outpatient departments. Also, in January 2003, the OIG issued a report that included a similar recommendation, and a recommendation that DHHS conduct a new cost survey. It is uncertain if Congress will act

11

Item 1. Business – (continued)

on either or both recommendations. While the majority of procedures are reimbursed at a higher rate in hospital outpatient departments than in ambulatory surgery centers, several procedures are reimbursed at a higher rate in ambulatory surgery centers. Although there is no certainty that these recommendations will be implemented, we have determined that, based on our current procedure mix, the MedPac recommendation, if implemented, would adversely affect our revenues by approximately 2%.

In addition to payment from governmental programs, ambulatory surgery centers derive a significant portion of their net revenues from private healthcare reimbursement plans. These plans include both standard indemnity insurance programs as well as managed care programs such as PPOs and HMOs. The strengthening of managed care systems nationally has resulted in substantial competition among providers of surgery center services that contract with these systems. Some of our competitors have greater financial resources and market penetration than AmSurg. We believe that all payors, both governmental and private, will continue their efforts over the next several years to reduce healthcare costs and that their efforts will generally result in a less stable market for healthcare services. While no assurances can be given concerning the ultimate success of our efforts to contract with healthcare payors, we believe that our position as a low-cost alternative for certain surgical procedures should enable our surgery centers to compete effectively in the evolving healthcare marketplace.

Competition

We encounter competition in three separate areas: competition for joint venture development of practice-based centers, competition with other companies for acquisition of existing centers and competition with other providers for patients and for contracting with managed care payors in each of our markets.

Competition for Joint Venture Development of Practice-Based Centers. We believe that we do not have a direct corporate competitor in the development of practice-based ambulatory surgery centers across the specialties of gastroenterology, ophthalmology, orthopedic and otolaryngology surgery. There are, however, several publicly held companies, divisions or subsidiaries of publicly held companies and several private companies that develop freestanding multispecialty surgery centers, and these companies may compete with us in the development of centers.

Further, many physician groups develop surgery centers without a corporate partner, utilizing consultants who typically perform these services for a fee and who do not take an equity interest in the ongoing operations of the center. It is generally difficult, however, in the rapidly evolving healthcare industry, for a single practice to create effectively the efficient operations and marketing programs necessary to compete with other provider networks and companies. Because of this, as well as the financial investment necessary to develop surgery centers, physician groups are often attracted to a corporate partner, such as AmSurg. Other factors that may influence the physicians’ decisions concerning the choice of a corporate partner are the potential corporate partner’s experience, reputation and access to capital.

Competition for Center Acquisitions. There are several public and private companies that may compete with us for the acquisition of existing practice-based ambulatory surgery centers. These competitors may have greater resources than we have. The principal competitive factors that affect our and our competitors’ ability to acquire surgery centers are price, experience and reputation, and access to capital.

Competition for Patients and Managed Care Contracts. We compete with hospitals and freestanding surgery centers for the opportunity to contract with payors to be a provider in their networks of healthcare providers. We believe that our surgery centers can provide lower-cost, high quality surgery in a more comfortable environment for the patient in comparison to hospitals and to freestanding surgery centers with which we compete for these managed care contracts.

Government Regulation

The healthcare industry is subject to extensive regulation by a number of governmental entities at the federal, state and local level. Government regulation affects our business activities by controlling our growth, requiring licensure and certification for our facilities, regulating the use of our properties and controlling reimbursement to us for the services we provide.

CONs and State Licensing. Certificate of need statutes and regulations control the development of ambulatory surgery centers in certain states. CON statutes and regulations generally provide that, prior to the expansion of existing centers, the construction of new centers, the acquisition of major items of equipment or the introduction of

12

Item 1. Business – (continued)

certain new services, approval must be obtained from the designated state health planning agency. In giving approval, a designated state health planning agency must determine that a need exists for expanded or additional facilities or services. Our development of ambulatory surgery centers focuses on states that do not require CONs. Further, even in states that require CONs for new centers, acquisitions of existing surgery centers usually do not require CON approval.

State licensing of ambulatory surgery centers is generally a prerequisite to the operation of each center and to participation in federally funded programs, such as Medicare and Medicaid. Once a center becomes licensed and operational, it must continue to comply with federal, state and local licensing and certification requirements, as well as local building and safety codes. In addition, every state imposes licensing requirements on individual physicians and facilities and services operated and owned by physicians. Physician practices are also subject to federal, state and local laws dealing with issues such as occupational safety, employment, medical leave, insurance regulations, civil rights and discrimination and medical waste and other environmental issues.

Corporate Practice of Medicine. The laws of several states in which we operate or may operate in the future do not permit business corporations to practice medicine, exercise control over physicians who practice medicine or engage in various business practices, such as fee-splitting with physicians. The interpretation and enforcement of these laws vary significantly from state to state. We are not required to obtain a license to practice medicine in any jurisdiction in which we own and operate an ambulatory surgery center, because the surgery centers are not engaged in the practice of medicine. The physicians who perform procedures at the surgery centers are individually licensed to practice medicine. In most instances, the physicians and physician group practices are not affiliated with us, other than through the physicians’ ownership in the partnerships and limited liability companies that own the surgery centers and through the service agreements we have with some physicians. The laws in most states regarding the corporate practice of medicine have been subjected to limited judicial and regulatory interpretation. We cannot give you assurances that our activities, if challenged, will be found to be in compliance with these laws.

Certification. We depend upon third-party programs, including governmental and private health insurance programs, to reimburse us for services rendered to patients in our ambulatory surgery centers. In order to receive Medicare reimbursement, each surgery center must meet the applicable conditions of participation set forth by DHHS relating to the type of facility, its equipment, personnel and standard of medical care, as well as compliance with state and local laws and regulations, all of which are subject to change from time to time. Ambulatory surgery centers undergo periodic on-site Medicare certification surveys. Each of our existing centers is certified as a Medicare provider. Although we intend for our centers to participate in Medicare and other government reimbursement programs, there can be no assurance that these centers will continue to qualify for participation.

Medicare-Medicaid Fraud and Abuse Provisions. The federal anti-kickback statute prohibits healthcare providers and others from soliciting, receiving, offering or paying, directly or indirectly, any remuneration (including any kickback, bribe or rebate) with the intent of generating referrals or orders for services or items covered by a federal healthcare program. The anti-kickback statute is very broad in scope and many of its provisions have not been uniformly or definitively interpreted by case law or regulations. Violations may result in criminal penalties or fines of up to $25,000 or imprisonment for up to five years, or both. Violations of the anti-kickback statute may also result in substantial civil penalties, including penalties of up to $50,000 for each violation, plus three times the amount claimed and exclusion from participation in the Medicare and Medicaid programs. Exclusion from these programs would result in significant reductions in revenue and would have a material adverse effect on our business.

DHHS has published final safe harbor regulations that outline categories of activities that are deemed protected from prosecution under the anti-kickback statute. Two of the safe harbor regulations relate to investment interests in general: the first concerning investment interests in large publicly traded companies ($50,000,000 in net tangible assets) and the second for investments in smaller entities. The safe harbor regulations also include a safe harbor for investments in certain types of ambulatory surgery centers. The partnerships and limited liability companies that own the AmSurg surgery centers do not meet all of the criteria of either of the investment interests safe harbors or the surgery center safe harbor. Thus, they do not qualify for safe harbor protection from government review or prosecution under the anti-kickback statute. However, a business arrangement that does not substantially comply with a safe harbor is not necessarily illegal under the anti-kickback statute.

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Item 1. Business – (continued)

The OIG is authorized to issue advisory opinions regarding the interpretation and applicability of the federal anti-kickback law, including whether an activity constitutes grounds for the imposition of civil or criminal sanctions. We have not sought such an opinion regarding any of our arrangements. However, in February 2003, the OIG issued an advisory opinion on a proposed multi-specialty ambulatory surgery center joint venture involving a hospital and a multi-specialty group practice. The OIG concluded that because the group practice was comprised of a large number of physicians who were not surgeons and therefore were not in a position to personally perform the procedures referred to the surgery center, the proposed arrangement could potentially violate the federal anti-kickback statute. Although the advisory opinion is not binding on any entity other than the parties who submitted the request, we believe that this advisory opinion provides us with some guidance as to how the OIG would analyze joint ventures involving surgeons such as our physician partners. Our joint ventures are distinguishable from the joint venture described in the advisory opinion, because, among other things, our physician investors are generally surgeons who not only refer their patients to the surgery centers, but also personally perform the surgical procedures.

While several federal court decisions have aggressively applied the restrictions of the anti-kickback statute, they provide little guidance as to the application of the anti-kickback statute to our partnerships and limited liability companies. We believe that we are in compliance with the current requirements of applicable federal and state law because among other factors:

• the partnerships and limited liability companies exist to effect legitimate business purposes, including the ownership, operation and continued improvement of high quality, cost-effective and efficient services to the patients served;

• the partnerships and limited liability companies function as an extension of the group practices of physicians who are affiliated with the surgery centers and the surgical procedures are performed personally by these physicians without referring the patients outside of their practice;

• the physician partners have a substantial investment at risk in the partnership or limited liability company;

• terms of the investment do not take into account volume of the physician partners’ past or anticipated future services provided to patients of the centers;

• the physician partners are not required or encouraged as a condition of the investment to treat Medicare or Medicaid patients at the centers or to influence others to refer such patients to the centers for treatment;

• the partnerships, the limited liability companies, our subsidiaries and our affiliates generally will not loan any funds to or guarantee any debt on behalf of the physician partners; and

• distributions by the partnerships and limited liability companies are allocated uniformly in proportion to ownership interests.

The safe harbor regulations also set forth a safe harbor for personal services and management contracts. Certain of our partnerships and limited liability companies have entered into ancillary services agreements with our physician partners’ group practice, pursuant to which the practice may provide the center with billing and collections, transcription, payables processing and payroll services. The consideration payable by a partnership or limited liability company for these services may be based on the volume of services provided by the practice, which is measured by the partnership or limited liability company’s revenues. Although these relationships do not meet all of the criteria of the personal services and management contracts safe harbor, we believe that the ancillary services agreements are in compliance with the current requirements of applicable federal and state law because, among other factors, the fees payable to the physician practice approximate the practice’s cost of providing the services thereunder.

Many of the states in which we operate also have adopted laws that prohibit payments to physicians in exchange for referrals similar to the federal anti-kickback statute, some of which apply regardless of the source of payment for care. These statutes typically provide criminal and civil penalties as well as loss of licensure.

Notwithstanding our belief that the relationship of physician partners to our surgery centers should not constitute illegal remuneration under the federal anti-kickback statute or similar laws, we cannot assure you that a federal or state agency charged with enforcement of the anti-kickback statute and similar laws might not assert a contrary position or that new federal or state laws might not be enacted that would cause the physician partners’ ownership interest in our centers to become illegal, or result in the imposition of penalties on us or certain of our facilities. Even the assertion of a violation could have a material adverse effect upon us.

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Item 1. Business – (continued)

In addition to the anti-kickback statute, HIPAA broadened the scope of the fraud and abuse laws by adding several criminal provisions for healthcare fraud offenses that apply to all health benefit programs. This act also created new enforcement mechanisms to combat fraud and abuse, including the Medicare Integrity Program and an incentive program under which individuals can receive up to $1,000 for providing information on Medicare fraud and abuse that leads to the recovery of at least $100 of Medicare funds. In addition, federal enforcement officials now have the ability to exclude from Medicare and Medicaid any investors, officers and managing employees associated with business entities that have committed healthcare fraud. This act also established a new violation for the payment of inducements to Medicare and Medicaid beneficiaries in order to influence those beneficiaries to order or receive services from a particular provider or practitioner.

Evolving interpretations of current, or the adoption of new, federal or state laws or regulations could affect many of our arrangements. Law enforcement authorities, including the OIG, the courts and Congress, are increasing their scrutiny of arrangements between healthcare providers and potential referral sources to ensure that the arrangements are not designed as a mechanism to exchange remuneration for patient care referrals and opportunities. Investigators also have demonstrated a willingness to look behind the formalities of a business transaction to determine the underlying purposes of payments between healthcare providers and potential referral sources.

Prohibition on Physician Ownership of Healthcare Facilities and Certain Self-Referrals. The federal physician self-referral law, commonly referred to as the Stark Law, prohibits a physician from making a referral for a designated health service to an entity if the physician or a member of the physician’s immediate family has a financial relationship with the entity. Sanctions for violating the Stark Law include civil money penalties of up to $15,000 per prohibited service provided, assessments equal to twice the dollar value of each such service provided and exclusion from the federal healthcare programs. The original Stark Law only addressed referrals involving clinical laboratory services. However, in 1995, additional legislation, commonly known as Stark II, expanded the ban on self-referrals by adding the following services to the definition of “designated health services”: physical therapy services; occupational therapy services; radiology services; radiation therapy services and supplies; durable medical equipment and supplies; parenteral and enteral nutrients, equipment and supplies; prosthetics, orthotics and prosthetic devices and supplies; home health services; outpatient prescription drugs; and inpatient and outpatient hospital services.

On January 4, 2001, DHHS issued final regulations subject to comment intended to clarify portions of the Stark Law. These regulations are considered the first phase of a two-phase process, with the remaining regulations to be published at an unknown future date. The second phase of the regulations are expected to address, among other things, services furnished in a surgery center. Under the phase one regulations, services that would otherwise constitute a designated health service, but that are paid by Medicare as a part of the surgery center payment rate, are not a designated health service for purposes of the Stark Law. The phase one regulations generally were effective January 4, 2002. Therefore, we believe the Stark Law does not prohibit physician ownership or investment interests in surgery centers to which they refer patients. DHHS accepted comments on the phase one regulations, and because they may change as a result, we cannot predict the final form that these regulations will take or the effect that the final regulations will have on us.

In addition, several states in which we operate have self-referral statutes similar to the Stark Law. We believe that physician ownership of surgery centers is not prohibited by these state self-referral statutes. However, the Stark Law and similar state statutes are subject to different interpretations. Violations of these self-referral laws may result in substantial civil or criminal penalties, including large civil monetary penalties and exclusion from participation in the Medicare and Medicaid programs. Exclusion of our surgery centers from these programs could result in significant loss of revenues and could have a material adverse effect on us. We can give you no assurances that further judicial or agency interpretation of existing laws or further legislative restrictions on physician ownership or investment in health care entities will not be issued that could have a material adverse effect on us.

The Federal False Claims Act and Similar Federal and State Laws. We are subject to state and federal laws that govern the submission of claims for reimbursement. These laws generally prohibit an individual or entity from knowingly and willfully presenting a claim (or causing a claim to be presented) for payment from Medicare, Medicaid or other third-party payors that is false or fraudulent. The standard for “knowing and willful” often includes conduct that amounts to a reckless disregard for whether accurate information is presented by claims processors. Penalties under these statutes include substantial civil and criminal fines, exclusion from the Medicare

15

Item 1. Business – (continued)

program, and imprisonment. One of the most prominent of these laws is the federal False Claims Act, which may be enforced by the federal government directly, or by a qui tam plaintiff on the government’s behalf. Under the False Claims Act, both the government and the private plaintiff, if successful, are permitted to recover substantial monetary penalties, as well as an amount equal to three times actual damages. In some cases, qui tam plaintiffs and the federal government have taken the position that violations of the anti-kickback statute and the Stark Law should also be prosecuted as violations of the federal False Claims Act. We believe that we have procedures in place to ensure the accurate completion of claims forms and requests for payment. However, the laws and regulations defining proper Medicare or Medicaid billing are frequently unclear and have not been subjected to extensive judicial or agency interpretation. Billing errors can occur despite our best efforts to prevent or correct them, and we cannot assure you that the government will regard such errors as inadvertent and not in violation of the False Claims Act or related statutes. We are currently not aware of any actions against us under the False Claims Act.

A number of states, including states in which we operate, have adopted their own false claims provisions as well as their own qui tam provisions whereby a private party may file a civil lawsuit in state court. We are currently not aware of any actions against us under any state laws.

Healthcare Industry Investigations. Both federal and state government agencies have heightened and coordinated civil and criminal enforcement efforts as part of numerous ongoing investigations of healthcare companies, as well as their executives and managers. These investigations relate to a wide variety of topics, including referral and billing practices.

The OIG and the Department of Justice have, from time to time, established national enforcement initiatives that focus on specific billing practices or other suspected areas of abuse. Some of our activities could become the subject of governmental investigations or inquiries. For example, we have significant Medicare billings and we have joint venture arrangements involving physician investors. In addition, our executives and managers, many of whom have worked at other healthcare companies that are or may become the subject of federal and state investigations and private litigation, could be included in governmental investigations or named as defendants in private litigation. We are not aware of any governmental investigations involving any of our facilities, our executives or our managers. A future adverse investigation of us, our executives or our managers could result in significant expense to us, as well as adverse publicity.

Privacy Requirements and Administrative Simplification. There are currently numerous legislative and regulatory initiatives at the state and federal levels addressing patient privacy concerns. In particular, on December 28, 2000, DHHS released final health privacy regulations implementing portions of the Administrative Simplification Provisions of HIPAA, and in August 2002 published revisions to the final rules. These final health privacy regulations generally require compliance by April 14, 2003 and extensively regulate the use and disclosure of individually identifiable health-related information.

In addition, HIPAA requires DHHS to adopt standards to protect the security of health-related information. DHHS released final security regulations on February 20, 2003. The security regulations will generally become mandatory on April 20, 2005. These security regulations will require healthcare providers to implement administrative, physical and technical practices to protect the security of individually identifiable health-related information that is electronically maintained or transmitted. Further, as required by HIPAA, DHHS has adopted final regulations establishing electronic data transmission standards that all healthcare providers must use when submitting or receiving certain healthcare transactions electronically. Compliance with these regulations became mandatory on October 16, 2002. However, entities that filed for an extension before October 16, 2002 have until October 16, 2003 to comply with the regulations. We filed for the extension before October 16, 2002, and we anticipate that we will be in compliance with the standards by October 16, 2003. We believe that the cost of compliance with these regulations will not have a material adverse effect on our business, financial position or results of operations. If we fail to comply with these regulations, we could suffer civil penalties up to $25,000 per calendar year for each provision violated and criminal penalties with fines of up to $250,000 per violation. In addition, our facilities will continue to remain subject to any state laws that are more restrictive than the privacy regulations issued under HIPAA. These statutes vary by state and could impose additional penalties.

Obligations to Buy Out Physician Partners. Under our agreements with physician partners, we are obligated to purchase the interests of the physicians at an amount as determined by a predefined formula, as specified in the

16

Item 1. Business – (continued)

partnership agreements, in the event that their continued ownership of interests in the partnerships and limited liability companies becomes prohibited by the statutes or regulations described above. The determination of such a prohibition is required to be made by our counsel in concurrence with counsel of the physician partners, or if they cannot concur, by a nationally recognized law firm with an expertise in healthcare law jointly selected by us and the physician partners. The interest we are required to purchase will not exceed the minimum interest required as a result of the change in the statute or regulation causing such prohibition.

Employees

As of December 31, 2002, AmSurg and our affiliated entities employed approximately 1,060 persons, 720 of whom were full-time employees and 340 of whom were part-time employees. Of the above, 136 were employed at our headquarters in Nashville, Tennessee. In addition, approximately 460 employees are leased on a full-time basis and 400 are leased on a part-time basis from the associated physician practices. None of these employees are represented by a union. We believe our relationships with our employees to be excellent.

Legal Proceedings and Insurance

From time to time, we may be named a party to legal claims and proceedings in the ordinary course of business. We are not aware of any claims or proceedings against us, our partnerships or limited liability companies that might have a material financial impact on us.

Each of our surgery centers maintains separate medical malpractice insurance in amounts deemed adequate for its business. We also maintain insurance for general liability, director and officer liability and property. Certain policies are subject to deductibles.

Available Information

We file reports with the Securities and Exchange Commission, or SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and other reports from time to time. The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer and the SEC maintains an Internet site at http://www.sec.gov that contains the reports, proxy and information statements and other information filed electronically. Our website address is: http://www.amsurg.com. We make available free of charge through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. The information provided on our website is not part of this report, and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this report.

Item 2. Properties

Our principal executive offices are located in Nashville, Tennessee and contain an aggregate of approximately 29,700 square feet of office space, which we lease from a third party pursuant to an agreement that expires in 2009. AmSurg partnerships and limited liability companies generally lease space for their surgery centers. 104 of the centers in operation at December 31, 2002 lease space ranging from 1,200 to 13,400 square feet, with the remaining lease terms ranging from two to fifteen years. Three centers in operation at December 31, 2002 are located in buildings owned by certain of our partnerships or limited liability companies.

Item 3. Legal Proceedings

Not applicable.

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

Not applicable.

17

EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth certain information regarding executive officers of AmSurg as of December 31, 2002.
Executive officers of AmSurg serve at the pleasure of the Board of Directors.

Name	Age		Position with AmSurg
Ken P. McDonald		62	Chief Executive Officer since December 1997; President and a director since July 1996; Executive Vice President from December 1994 through July 1996 and Chief Operating Officer from December 1994 until December 1997.
Claire M. Gulmi		49	Chief Financial Officer since September 1994; Senior Vice President since March 1997; Secretary since December 1997; Vice President from September 1994 through March 1997.
Royce D. Harrell		57	Senior Vice President of Corporate Services since September 2000; Senior Vice President of Operations from October 1992 until September 2000.
David L. Manning		53	Senior Vice President of Development and Assistant Secretary since April 1992.
Dennis J. Zamojski		46	Senior Vice President of Operations since September 2000.

PART II

Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters

Prior to July 12, 2001, we had two classes of common stock, Class A Common Stock and Class B Common Stock, which traded under the symbols “AMSGA” and “AMSGB,” respectively, on the Nasdaq National Market. On July 12, 2001, after receiving shareholder approval, we reclassified our Class A and Class B Common Stock into one class of common stock, having the rights of the Class A Common Stock. The Class A and Class B shares were reclassified into one class of common stock using a one-to-one conversion ratio, resulting in no increase in our total number of shares or book value of common stock outstanding. The new class of common stock trades under the symbol “AMSG” on the Nasdaq National Market. The following table sets forth the high and low sales prices per share for the common stock for each of the quarters in 2001 and 2002, as reported on the Nasdaq National Market.

						Class A				Class B
		Common Stock				Common Stock				Common Stock
		High		Low		High		Low		High		Low
2001:
	First Quarter		—		—	$	25.00	$	14.13	$	22.88	$	13.56
	Second Quarter		—		—	$	30.20	$	17.63	$	29.75	$	17.38
	Third Quarter	$	30.06	$	21.91	$	30.07	$	27.07	$	30.00	$	26.10
	Fourth Quarter	$	31.13	$	21.39		—		—		—		—
2002:
	First Quarter	$	27.87	$	22.06		—		—		—		—
	Second Quarter	$	32.70	$	25.71		—		—		—		—
	Third Quarter	$	33.85	$	23.10		—		—		—		—
	Fourth Quarter	$	32.44	$	18.80		—		—		—		—

At March 21, 2003 there were approximately 6,250 holders of our common stock, including 121 shareholders of record. We have never declared or paid a cash dividend on our common stock. We intend to retain our earnings to finance the growth and development of our business and do not expect to declare or pay any cash dividends in the foreseeable future. The declaration of dividends is within the discretion of our Board of Directors, which will review this dividend policy from time to time. Presently, the declaration of dividends is prohibited by a covenant in our credit facility with lending institutions.

18

Item 6. Selected Financial Data

			Years Ended December 31,
			2002			2001			2000			1999			1998
			(Dollars in thousands, except per share data)
Consolidated Statement of Operations Data:
Revenues			$	251,525		$	202,312		$	143,261		$	101,446		$	80,322
Operating expenses				159,202			135,023			96,114			69,428			63,370	(1)
	Operating income			92,323			67,289			47,147			32,018			16,952
Minority interest				51,096			39,599			27,702			19,431			13,645
Interest and other expenses				1,190			2,844			4,703			1,122			1,499
	Earnings before income taxes and cumulative effect of an accounting change			40,037			24,846			14,742			11,465			1,808
Income tax expense				16,015			9,941			5,676			4,414			1,047
	Net earnings before cumulative effect of an accounting change			24,022			14,905			9,066			7,051			761
Cumulative effect of a change in the method in which pre-opening costs are recorded				—			—			—			(126	)		—
Net earnings			$	24,022		$	14,905		$	9,066		$	6,925		$	761
Basic earnings per common share:
	Net earnings before cumulative effect of an accounting change		$	1.18		$	0.81		$	0.62		$	0.49		$	0.06
	Net earnings		$	1.18		$	0.81		$	0.62		$	0.48		$	0.06
Diluted earnings per common share:
	Net earnings before cumulative effect of an accounting change		$	1.16		$	0.78		$	0.60		$	0.48		$	0.06
	Net earnings		$	1.16		$	0.78		$	0.60		$	0.47		$	0.06
Weighted average number of shares and share equivalents outstanding:
		Basic		20,390			18,428			14,594			14,429			12,247
		Diluted		20,728			19,021			15,034			14,778			12,834
Operating and Other Financial Data:
Centers at end of year				107			95			81			63			52
Procedures performed during year				471,155			389,431			288,494			207,754			156,521
Same center revenue increase				13	%		10	%		10	%		10	%		12	%
Cash flows from operating activities			$	46,919		$	37,301		$	18,493		$	16,768		$	11,339
Cash flows from investing activities				(43,832	)		(64,685	)		(44,004	)		(32,567	)		(24,528	)
Cash flows from financing activities				(841	)		30,770			23,676			19,252			15,852

	At December 31,
	2002		2001		2000		1999		1998
	(In thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	13,320	$	11,074	$	7,688	$	9,523	$	6,070
Working capital		37,414		34,909		26,589		21,029		12,954
Total assets		299,814		241,383		190,652		137,868		98,421
Long-term debt and other long-term obligations		27,884		12,685		71,832		34,901		12,483
Minority interest		29,869		25,047		21,063		17,358		11,794
Shareholders’ equity		216,364		185,569		83,145		72,708		64,369

(1) Includes a loss attributable to the sale of two partnership interests in two physician practices of approximately $5.4 million, for the year ended December 31, 1998. We held no ownership in physician practices beyond 1998.

19

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This report contains certain forward-looking statements (all statements other than with respect to historical fact) within the meaning of the federal securities laws, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve known and unknown risks and uncertainties including, without limitation, those described in “Business – Risk Factors,” some of which are beyond our control. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate. Therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. Actual results could differ materially and adversely from those contemplated by any forward-looking statement. In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. We undertake no obligation to publicly release any revisions to any forward-looking statements in this discussion to reflect events and circumstances occurring after the date hereof or to reflect unanticipated events. Forward-looking statements and our liquidity, financial condition and results of operations may be affected by the risk factors set forth in “Business – Risk Factors” or by other unknown risks and uncertainties.

Overview

We develop, acquire and operate practice-based ambulatory surgery centers in partnership with physician practice groups. As of December 31, 2002, we owned a majority interest (51% or greater) in 107 surgery centers.

The following table presents the changes in the number of surgery centers in operation, under development and under letter of intent for the years ended December 31, 2002, 2001 and 2000. A center is deemed to be under development when a partnership or limited liability company has been formed with the physician group partner to develop the center.

	2002		2001			2000
Centers in operation, beginning of the year		95		81			63
New center acquisitions placed in operation		10		15			9
New development centers placed in operation		2		1			9
Centers disposed (1)		—		(2	)		—
Centers in operation, end of the year		107		95			81
Centers under development, end of the year		9		5			4
Development centers awaiting CON approval, end of year		2		1			1
Average number of centers in operation, during year		98		89			69
Centers under letter of intent, end of year		6		1			5

(1) We sold our interests in two surgery centers in 2001 for their approximate book value.

Of the surgery centers in operation as of December 31, 2002, 61 centers perform gastrointestinal endoscopy procedures, 38 centers perform ophthalmology surgery procedures, three centers perform orthopedic procedures and five centers perform procedures in more than one specialty. The other partner or member in each partnership or limited liability company is generally an entity owned by physicians who perform procedures at the center. We intend to expand primarily through the development and acquisition of additional practice-based ambulatory surgery centers in targeted surgical specialties and through future same-center growth. Our growth targets for 2003 include the acquisition or development of 12 to 15 additional surgery centers and the achievement of same-center revenue growth of 9% to 11%.

While we generally own 51% of the entities that own the surgery centers, and up to 67% in certain instances, our consolidated statements of operations include 100% of the results of operations of the entities, reduced by the minority partners’ share of the net earnings or loss of the surgery center entities.

20

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – (continued)

Sources of Revenues

Substantially all of our revenue is derived from facility fees charged for surgical procedures performed in our surgery centers. This fee varies depending on the procedure, but usually includes all charges for operating room usage, special equipment usage, supplies, recovery room usage, nursing staff and medications. Facility fees do not include the charges of the patient’s surgeon, anesthesiologist or other attending physicians, which are billed directly by the physicians. Our revenues are recorded net of estimated contractual allowances from third-party medical service payors.

Practice-based ambulatory surgery centers, such as those in which we own a majority interest, depend upon third-party reimbursement programs, including governmental and private insurance programs, to pay for services rendered to patients. The amount of payment a surgery center receives for its services may be adversely affected by market and cost factors, as well as other factors over which we have no control, including Medicare and Medicaid regulations and the cost containment and utilization decisions of third-party payors. We derived approximately 40%, 38% and 37% of our revenues in the years ended December 31, 2002, 2001 and 2000, respectively, from governmental healthcare programs, primarily Medicare. The Medicare program currently pays ambulatory surgery centers in accordance with predetermined fee schedules.

Critical Accounting Policies

Our accounting policies are described in note 1 of the consolidated financial statements. We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. We consider the following policies to be most critical in understanding the judgments that are involved in preparing our financial statements and the uncertainties that could impact our results of operations, financial condition and cash flows.

Principles of Consolidation. The consolidated financial statements include the accounts of AmSurg and our subsidiaries and the majority owned limited partnerships and limited liability companies in which we are the general partner or majority member. Consolidation of such partnerships and limited liability companies is necessary, as we have 51% or more of the financial interest, are the general partner or majority member with all the duties, rights and responsibilities thereof and are responsible for the day-to-day management of the partnership or limited liability company. The limited partner or minority member responsibilities are to supervise the delivery of medical services, with their rights being restricted to those that protect their financial interests, such as approval of the acquisition of significant assets or the incurrence of debt which they, as physician limited partners or members, are required to guarantee on a pro rata basis based upon their respective ownership interests. Intercompany profits, transactions and balances have been eliminated.

We operate in one reportable business segment, the ownership and operation of ambulatory surgery centers.

Revenue Recognition. Center revenues consist of billing for the use of the centers’ facilities, or facility fees, directly to the patient or third-party payor, and in limited instances, billing for anesthesia services. Such revenues are recognized when the related surgical procedures are performed. Revenues exclude any amounts billed for physicians’ surgical services, which are billed separately by the physicians to the patient or third-party payor.

Allowance for Contractual Adjustments and Bad Debt Expense. Our revenues are recorded net of estimated contractual allowances from third-party medical service payors, which we estimate based on historical trends of the surgery centers’ cash collections and contractual write-offs, accounts receivable agings, established fee schedules, relationships with payors and procedure statistics. In addition, we must estimate allowances for bad debt expense using similar information and analysis. While we believe that our allowances for contractual adjustments and bad debt expense are adequate, if the actual write-offs are in excess of our estimates, our results of operations may be overstated. At December 31, 2002 and 2001, net accounts receivable reflected allowances for contractual adjustments of $25.5 million and $25.1 million, respectively, and allowances for bad debt expense of $4.0 million and $3.5 million, respectively.

21

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – (continued)

Goodwill. In July 2001, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standards, or SFAS, No. 141, “Business Combinations,” and SFAS No. 142, “Goodwill and Other Intangible Assets.” The provisions of SFAS No. 141 require all business combinations to be accounted for by the purchase method. SFAS No. 142 requires that, upon adoption, amortization of goodwill and indefinite life intangible assets will cease and instead, the carrying value of goodwill and indefinite life intangible assets will be evaluated for impairment at least on an annual basis; impairment of carrying value will be evaluated more frequently if certain indicators are encountered. Identifiable intangible assets with a determinable useful life will continue to be amortized over that period and reviewed for impairment in accordance with SFAS No. 144 (discussed in “ – Recent Accounting Pronouncements” below). SFAS No. 142 is effective for fiscal years beginning after December 15, 2001, except for goodwill and intangible assets acquired after June 30, 2001, which were subject immediately to the nonamortization provisions of this statement.

We fully adopted SFAS No. 142 on January 1, 2002, and accordingly, ceased to amortize goodwill, which previously had been amortized over 25 years. SFAS No. 142 requires that goodwill be tested at the reporting unit level, defined as an operating segment or one level below an operating segment (referred to as a component), with the fair value of the reporting unit being compared to its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired. We have determined that we have one operating as well as one reportable segment. Our centers each qualify as components of that operating segment and have similar economic characteristics, and therefore, should be aggregated and deemed a single reporting unit. We completed the transitional goodwill impairment test and have determined that no potential impairment exists. As a result, we have recognized no transitional impairment loss in fiscal year 2002 in connection with the adoption of SFAS No. 142.

Purchase Price Allocation. We allocate the respective purchase price of our acquisitions in accordance with SFAS No. 141. The allocation of purchase price involves first, determining the fair value of net tangible and identifiable intangible assets acquired. Secondly, the excess amount of purchase price is to be allocated to unidentifiable intangible assets (goodwill). A significant portion of each surgery center’s purchase price has historically been allocated to goodwill due to the nature of the businesses acquired, the pricing and structure of our acquisitions and the absence of other factors indicating any significant value which could be attributable to separately identifiable intangible assets. Our resulting goodwill, in accordance with SFAS No. 142 as described above, is no longer amortized, but will be tested for impairment at least annually.

Results of Operations

Our revenues are directly related to the number of procedures our surgery centers perform. Our overall growth in procedure volume is directly impacted by the increase in the number of surgery centers in operation and the growth in procedure volume at existing centers. Procedure growth at any existing center may result from additional contracts entered into with third-party payors, increased market share of the associated medical practice of our physician partners, new physician partners and/or scheduling and operating efficiencies gained at the surgery center.

Expenses directly related to such procedures include clinical and administrative salaries and benefits, supply cost and other variable expenses such as linen cost, repair and maintenance of equipment, billing fees and bad debt expense. The majority of our corporate salary and benefits cost is directly associated with the number of centers we own and manage and tends to grow in proportion to the growth of our centers in operation. Our centers and corporate offices also incur costs which are more fixed in nature, such as lease expense, legal fees, property taxes, utilities and depreciation and amortization.

Surgery center profits are allocated to our minority partners in proportion to their individual ownership percentages and reflected in the aggregate as minority interest. Our interest expense results primarily from our borrowings used to fund acquisition and development activity, as well as interest incurred on capital leases.

We file a consolidated federal income tax return and numerous state income tax returns with varying tax rates. Our income tax expense reflects the blending of these rates.

22

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – (continued)

The following table shows certain statement of earnings items expressed as a percentage of revenues for the years ended December 31, 2002, 2001 and 2000:

			2002			2001			2000
Revenues				100.0	%		100.0	%		100.0	%
Operating expenses:
	Salaries and benefits			26.4			26.8			27.8
	Supply cost			11.9			11.8			11.6
	Other operating expenses			21.0			21.0			20.5
	Depreciation and amortization			4.0			7.1			7.2
		Total operating expenses		63.3			66.7			67.1
		Operating income		36.7			33.3			32.9
Minority interest				20.3			19.6			19.3
Interest expense, net of interest income				0.5			1.4			3.3
		Earnings before income taxes		15.9			12.3			10.3
Income tax expense				6.3			4.9			4.0
		Net earnings		9.6	%		7.4	%		6.3	%

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

Revenues increased $49.2 million, or 24%, to $251.5 million in 2002 from $202.3 million in 2001, primarily due to the following two factors:

• 12 additional surgery centers in operation at year end, primarily resulting from acquisitions, with an average number of centers in operation throughout the year of 98 in 2002 compared to 89 in 2001; and

• Same-center procedure growth resulting in 13% revenue growth (79 centers included in the same-center group).

The additional surgery centers in operation and same-center procedure growth resulted in a 21% increase in procedure volume in 2002 over 2001. In order to appropriately staff our surgery centers for these additional procedures, as well as provide appropriate corporate management for the additional centers in operation, salaries and benefits increased proportionately by 22% to $66.3 million in 2002 from $54.2 million in 2001.

Supply cost was $30.1 million in 2002, an increase of $6.2 million, or 26%, over supply cost in 2001. This increase resulted primarily from additional procedure volume.

Other operating expenses increased $10.2 million to $52.8 million, or 24%, in 2002 from 2001, primarily as a result of the additional surgery centers in operation and additional corporate overhead.

Depreciation and amortization expense decreased $4.4 million, or 31%, in 2002 from 2001, primarily due to the non-amortization of goodwill starting in 2002 as a result of our adoption of SFAS No. 142 (see note 1(f) to the consolidated financial statements and “ – Critical Accounting Policies – Goodwill”).

We anticipate further increases in operating expenses in 2003, primarily due to additional start-up centers and acquired centers expected to be placed in operation, as well as insurance cost and scheduled property rent increases at our existing centers. Typically, a start-up center will incur start-up losses while under development and during its initial months of operations and will experience lower revenues and operating margins than an established center until its case load grows to a more optimal operating level, which generally is expected to occur within the 12

23

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – (continued)

months after a center opens. At December 31, 2002, we had nine centers under development and two centers that had been open for less than one year.

Operating income margin increased by 3.4%, which is primarily the result of the elimination of goodwill as described above, as well as the leverage we achieve from having a high but consistent fixed cost component from year to year at each center. Because each incremental procedure generates only a variable cost component, same-center procedure growth generally contributes to operating income at a rate higher than the average operating income margin of the center.

Minority interest in earnings in 2002 increased $11.5 million, or 29%, from 2001, primarily as a result of minority partners’ interest in earnings at surgery centers recently added to operations and from increased same-center profitability. As a percentage of revenues, minority interest increased due to the fact that our minority partners participate in the increased profitability of our centers. Additionally, all of the acquired and developed centers in 2002 have a 49% minority ownership, which diluted the impact on minority interest of those existing centers that have less than 49% minority ownership.

Interest expense decreased $1.7 million in 2002, or 58%, from 2001. Prior to April 2001, our debt level had grown to approximately $92.5 million, primarily due to acquisition-related borrowings. However, net proceeds from our public offering, as further discussed in “—Liquidity and Capital Resources,” were used to repay a significant portion of our outstanding debt. Additionally, we experienced lower interest rates in 2002 than in 2001.

We recognized income tax expense of $16.0 million in 2002 compared to $9.9 million in 2001. Our effective tax rate in 2002 and 2001 was 40.0% of net earnings before income taxes and differed from the federal statutory income tax rate of 35%, primarily due to the impact of state income taxes. Because we continue to deduct goodwill amortization for tax purposes, a larger portion of our overall income tax expense is considered deferred income taxes, which result in a continuing increase in our deferred tax liability.

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

Revenues increased $59.1 million, or 41%, to $202.3 million in 2001 from $143.3 million in 2000, primarily due to the following three factors:

• 14 additional surgery centers in operation at year end, primarily resulting from acquisitions, with an average number of centers in operation throughout the year of 89 in 2001 compared to 69 in 2000;

• Same-center procedure growth resulting in 10% revenue growth (61 centers included in the same-center group); and

• A larger percentage of ophthalmology procedures performed, which have a larger average reimbursement rate per procedure than our average rate experienced in 2000.

The additional surgery centers in operation and same-center procedure growth resulted in a 35% increase in procedure volume in 2001 over 2000. In order to appropriately staff our surgery centers for these additional procedures, as well as provide appropriate corporate management for the additional centers in operation, salaries and benefits increased proportionately by 36% to $54.2 million in 2001 from $39.8 million in 2000.

Supply cost was $23.8 million in 2001, an increase of $7.2 million, or 44%, over supply cost in 2000. This increase resulted primarily from the additional procedure volume and an increased mix of ophthalmology procedures, which require more costly supplies than gastroenterology procedures, our predominant procedure type.

Other operating expenses increased $13.1 million to $42.6 million, or 45%, in 2001 from 2000, primarily as a result of the additional surgery centers in operation and additional corporate overhead.

Depreciation and amortization expense increased $4.1 million, or 40%, in 2001 from 2000, primarily due to the additional surgery centers in operation as well as a full year of amortization of additional goodwill from acquisitions completed throughout 2000 and the amortization of goodwill acquired from January 1, 2001 to June 30, 2001. In accordance with SFAS No. 142, we did not amortize goodwill for eight acquisitions completed after June 30, 2001 (see “- Critical Accounting Policies - Goodwill” and note 1(f) to the consolidated financial statements). This change had no material impact on our consolidated financial statements, however.

24

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – (continued)

Operating income margin increased by 0.4%, which reflects the leverage we achieve from having a high but consistent fixed cost component from year to year at each center. Because each incremental procedure generates only a variable cost component, procedure growth generally contributes to operating income at a rate higher than the average operating income margin of the center.

Minority interest in earnings in 2001 increased $11.9 million, or 43%, from 2000, primarily as a result of minority partners’ interest in earnings at surgery centers recently added to operations and from increased same-center profitability. As a percentage of revenues, minority interest increased due to the fact that our minority partners participate in the increased profitability of our centers. Additionally, nearly all of the acquired and developed centers in 2001 have a 49% minority ownership, which diluted the impact on minority interest of those existing centers that have less than 49% minority ownership.

Interest expense decreased $1.9 million in 2001, or 40%, from 2000. Prior to April 2001, our debt level had grown to approximately $92.5 million, primarily due to acquisition-related borrowings. However, net proceeds from our public offering, as further discussed in “- Liquidity and Capital Resources,” were used to repay a significant portion of our outstanding debt. Additionally, we experienced lower interest rates in 2001 than in 2000.

We recognized income tax expense of $9.9 million in 2001 compared to $5.7 million in 2000. Our effective tax rate in 2001 and 2000 was 40.0% and 38.5%, respectively, of net earnings before income taxes and differed from the federal statutory income tax rate of 35% and 34%, respectively, primarily due to the impact of state income taxes.

Liquidity and Capital Resources

At December 31, 2002, we had working capital of $37.4 million compared to $34.9 million at December 31, 2001. Operating activities for 2002 generated $46.9 million in cash flow from operations compared to $37.3 million in 2001. The increase in operating cash flow activity resulted primarily from an additional $9.1 million in net earnings, resulting primarily from additional centers in operation and growth in same-center revenue. Cash and cash equivalents at December 31, 2002 and 2001 were $13.3 million and $11.1 million, respectively.

During 2002, we used approximately $29.4 million to acquire interests in practice-based ambulatory surgery centers, including $8.4 million for the payment of contingent purchase obligations, primarily as a result of the discontinuance of a proposed rulemaking action by DHHS described below. In addition, we issued notes payable of $19.6 million for the acquisition of interests in practice-based ambulatory surgery centers, which were paid in January 2003 with cash provided from additional borrowings under our revolving credit facility. We made capital expenditures primarily for new start-up surgery centers and for new or replacement property at existing centers totaling approximately $14.5 million in 2002, which included the purchase of the land and building of a surgery center previously leased. Included in this amount were maintenance capital expenditures of $8.5 million. In addition, we entered into capital lease arrangements for replacement equipment of $107,000. We used our cash flow from operations to fund our acquisition cash obligations and development activity, and we received approximately $1.5 million from capital contributions of our minority partners to fund their proportionate share of development activity. At December 31, 2002, we and our partnerships and limited liability companies had unfunded construction and equipment purchase commitments for centers under development or under renovation of approximately $1.9 million, which we intend to fund through additional borrowings of long-term debt, operating cash flow and capital contributions by minority partners.

During 2002, we were able to make net payments on long-term debt of $5.6 million, including $2.6 million on our revolving credit facility. At December 31, 2002, we had $4.7 million outstanding under our revolving credit facility, as most recently amended on March 4, 2003, which permits us to borrow up to $100.0 million to finance our acquisition and development projects at a rate equal to, at our option, the prime rate or LIBOR plus a spread of 1.5% to 2.25%, depending upon borrowing levels. The loan agreement also provides for a fee of 0.50% of unused commitments. The loan agreement prohibits the payment of dividends and contains covenants relating to the ratio of debt to net worth, operating performance and minimum net worth. We were in compliance with all covenants at December 31, 2002. Borrowings under the credit facility are due in March 2008 and are secured primarily by a pledge of the stock of our subsidiaries and our membership interests in the limited liability companies.

In 2002, we received approximately $3.3 million from the exercise of options and issuance of common stock under our employee stock option plans. Tax benefits received from the exercise of those options was $3.5 million.

25

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – (continued)

In April 2001, we completed a public offering of 4,600,000 shares of Class A Common Stock, including 74,000 shares offered by selling shareholders, for net proceeds to us of approximately $76.6 million. The net proceeds were used to repay borrowings under our revolving credit facility.

In July 2001, after receiving shareholder approval, we reclassified our Class A and Class B Common Stock into one class of common stock, having the rights of the Class A Common Stock. The Class A and Class B shares were reclassified into one class of common stock using a one-to-one conversion ratio, and, as a result, there was no increase in the total number of shares or book value of common stock outstanding.

In February 2003, we announced that our Board of Directors authorized a stock repurchase program for up to $25.0 million of our outstanding shares of common stock over the subsequent 18 months, which we intend to fund through borrowings under our credit facility.

In May 2002, DHHS listed as a “discontinued action” the June 12, 1998 proposed rule that would update the rate setting methodology, payment rates, payment policies and the list of covered surgical procedures for ambulatory surgery centers. If implemented, the proposed rule would have reduced the rates paid for certain ambulatory surgery center procedures reimbursed by Medicare, including a number of endoscopy and ophthalmology procedures performed at our centers. Although this action has been discontinued, DHHS may propose a new rule at any time that could adversely impact surgery center reimbursement. Upon the announcement of the discontinuance of this proposed rule, we paid the remaining purchase price commitments of approximately $7.7 million that were contingent on certain outcomes or resolutions of DHHS’s proposed rule.

A purchase price obligation of $1.3 million related to a prior year acquisition remains contingent at December 31, 2002, and is not currently reflected in our financial statements. We expect to fund such obligation, if such obligation becomes due, with borrowings under our revolving credit facility or from operating cash flow.

In August 2002, the OIG published its work plan for the 2003 fiscal year. The work plan identified several projects related to our industry, including a project identified as “Financial Arrangements Between Physicians and Ambulatory Surgical Centers.” This project will focus on determining if physician ownership in ambulatory surgery centers affects utilization and the cost of outpatient surgeries. While we believe physician ownership of ambulatory surgery centers as structured within our partnerships and limited liability companies is in compliance with applicable law, there can be no assurance that the outcome of this work plan project would not generate legislative or regulatory changes that would have an adverse impact on us or obligate us to purchase some or all of the minority interests of the physician entities affiliated with us as discussed in “Business – Risk Factors – If Regulations or Regulatory Interpretations Change, We May Be Obligated to Buy Out Interests of Physicians Who Are Minority Owners of the Surgery Centers.”

The following schedule summarizes all of our contractual obligations by period as of December 31, 2002 (in thousands):

				Less than
		Total		1 Year		1-3 Years		3-5 Years		After 5 Years
Long-term debt (1)		$	28,633	$	1,289	$	1,404	$	675	$	25,265
Capital lease obligations			1,658		1,118		540		—		—
Operating leases			59,285		11,705		19,387		12,687		15,506
Construction in progress commitments			1,861		1,861		—		—		—
Other long-term obligations (2)			1,253		—		1,253		—		—
	Total contractual cash obligations	$	92,690	$	15,973	$	22,584	$	13,362	$	40,771

(1)	Our long-term debt may increase based on acquisition activity expected to occur in the future and our stock repurchase program for up to $25.0 million of our outstanding shares of common stock. We may use our operating cash flow to repay existing long-term debt under our credit facility prior to its maturity date.
(2)	Other long-term obligations consist of purchase price commitments that are contingent upon certain events.

26

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – (continued)

In addition, as of December 31, 2002, we have available under our revolving credit facility $95.3 million for acquisition borrowings. Our credit facility, as recently amended on March 4, 2003, matures on March 4, 2008.

Foregoing any significant adverse impact on our future operating results, we believe that our operating cash flow and borrowing capacity will provide us with adequate liquidity for the next five years to conduct our business and further implement our growth strategy.

Recent Accounting Pronouncements

In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations.” SFAS No. 143 addresses accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement is effective for fiscal years beginning after June 15, 2002. SFAS No. 143 establishes accounting standards for recognition and measurement of liability for an asset retirement obligation and the associated retirement costs. This statement applies to all entities and to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset, except for certain obligations of lessees. The implementation of SFAS No. 143 will not have a material effect on our consolidated financial position or consolidated results of operations.

On August 1, 2001, the FASB issued SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets.” This statement addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets To Be Disposed Of,” and the accounting and reporting provisions of Accounting Principles Board, or APB, Opinion No. 30, “Reporting the Results of Operations – Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,” for the disposal of a segment of a business. This statement also amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to eliminate the exception to consolidation for a subsidiary for which control is likely to be temporary. The provisions of this statement are effective for financial statements issued for fiscal years beginning after December 15, 2001. The provisions are generally to be applied prospectively. There was no impact on our results of operations from the adoption of this standard.

In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” The standard requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Examples of costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operations, plant closings, or other exit or disposal activities. The provisions of this statement are effective for exit or disposal activities initiated after December 31, 2002.

In November 2002, the FASB issued Interpretation No., or FIN, 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an Interpretation of FASB Statements No. 5, 57 and 107 and Rescission of FASB Interpretation No. 34.” The interpretation requires that upon issuance of a guarantee, the entity must recognize a liability for the fair value of the obligation it assumes under that obligation. This interpretation is intended to improve the comparability of financial reporting by requiring identical accounting for guarantees issued with separately identified consideration and guarantees issued without separately identified consideration. The initial recognition and measurement provisions of FIN 45 are applicable to guarantees issued or modified after December 31, 2002. We are currently evaluating what impact, if any, adoption of FIN 45 will have on our consolidated financial position and consolidated results of operations. The disclosure requirements of FIN 45 are effective for us as of December 31, 2002. The required disclosures are included in the notes to the consolidated financial statements.

In January 2003, the FASB issued FIN 46, “Consolidation of Variable Interest Entities.” FIN 46 addresses consolidation by business enterprises of variable interest entities that have certain characteristics. This interpretation applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. It applies in the first fiscal year beginning after June 15, 2003 to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. We have not yet determined the impact, if any, the adoption of FIN 46 will have on our financial position and results of operations.

27

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – (continued)

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure — an Amendment of FASB Statement No. 123.” SFAS No. 148 amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS No. 148 is effective for annual and interim periods beginning after December 15, 2002. We have elected not to change to the fair value based method of accounting for stock-based employee compensation. Accordingly, the adoption of SFAS No. 148 will not have an impact on our consolidated financial position or consolidated results of operations. We have included the disclosures in accordance with SFAS No. 148 in Note 1(j) to our consolidated financial statements.

For a discussion of additional recent accounting pronouncements, see “– Critical Accounting Policies – Goodwill and – Purchase Price Allocation” above.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are subject to market risk from exposure to changes in interest rates based on our financing, investing and cash management activities. We utilize a balanced mix of maturities along with both fixed-rate and variable-rate debt to manage our exposures to changes in interest rates. Our debt instruments are primarily indexed to the prime rate or LIBOR. Although there can be no assurances that interest rates will not change significantly, we do not expect changes in interest rates to have a material effect on income or cash flows in 2003.

The table below provides information as of December 31, 2002 and 2001 about our long-term debt obligations based on maturity dates that are sensitive to changes in interest rates, including principal cash flows and related weighted average interest rates by expected maturity dates (in thousands, except percentage data):

																					Fair
	Years Ended December 31,																				Value at
																					December 31,
	2003			2004			2005			2006			2007			2008			Total		2002
Fixed rate	$	1,908		$	1,026		$	405		$	283		$	301		$	18		$	3,941	$	4,072
Average interest rate		7.43	%		7.37	%		6.80	%		7.84	%		7.96	%		6.00	%
Variable rate	$	499		$	370		$	143		$	44		$	47		$	25,247		$	26,350	$	26,350
Average interest rate		5.03	%		4.94	%		4.50	%		4.50	%		4.50	%		2.96	%

																					Fair
	Years Ended December 31,																				Value at
																					December 31,
	2002			2003			2004			2005			2006			2007			Total		2001
Fixed rate	$	2,456		$	2,014		$	1,223		$	656		$	355		$	225		$	6,929	$	6,929
Average interest rate		8.23	%		8.06	%		8.28	%		8.25	%		8.09	%		7.84	%
Variable rate	$	444		$	7,707		$	404		$	101		$	—		$	—		$	8,656	$	8,656
Average interest rate		5.05	%		3.66	%		5.04	%		4.50	%		—			—

The difference in maturities of long-term obligations and overall increase in total borrowings principally resulted from our borrowings associated with our acquisition activity and the extension of the maturity date of our revolving credit facility. The average interest rates on these borrowings at December 31, 2002 decreased as compared to December 31, 2001 due to an overall decrease in market rates and repayment of debt at higher average interest rates.

28

Item 8. Financial Statements and Supplementary Data

INDEPENDENT AUDITORS’ REPORT

Board of Directors and Shareholders
AmSurg Corp.
Nashville, Tennessee

We have audited the accompanying consolidated balance sheets of AmSurg Corp. and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of earnings, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2002. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of AmSurg Corp. and its subsidiaries as of December 31, 2002 and 2001 and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1(f) to the consolidated financial statements, effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” which resulted in the Company changing the method in which it accounts for goodwill and other intangible assets.

DELOITTE & TOUCHE LLP

Nashville, Tennessee
February 14, 2003, except for Notes 5 and 13,
   as to which the date is March 26, 2003

29

Item 8. Financial Statements and Supplementary Data – (continued)

AmSurg Corp.
Consolidated Balance Sheets
December 31, 2002 and 2001
(Dollars in thousands)

			2002		2001
Assets
Current assets:
	Cash and cash equivalents		$	13,320	$	11,074
	Accounts receivable, net of allowance of $3,986 and $3,475, respectively			29,597		28,069
	Supplies inventory			3,762		3,298
	Deferred income taxes (note 8)			797		537
	Prepaid and other current assets			5,688		5,030
		Total current assets		53,164		48,008
Long-term receivables and deposits (note 2)				2,969		3,069
Property and equipment, net (notes 3, 5 and 6)				48,862		42,134
Intangible assets, net (notes 2 and 4)				194,819		148,172
		Total assets	$	299,814	$	241,383
Liabilities and Shareholders’ Equity
Current liabilities:
	Current portion of long-term debt (note 5)		$	2,407	$	2,900
	Accounts payable			5,203		4,348
	Accrued salaries and benefits			6,188		4,395
	Other accrued liabilities			1,368		1,456
	Current income taxes payable			584		—
		Total current liabilities		15,750		13,099
Long-term debt (notes 2 and 5)				27,884		12,685
Deferred income taxes (note 8)				9,947		4,983
Minority interest				29,869		25,047
Preferred stock, no par value, 5,000,000 shares authorized				—		—
Shareholders’ equity:
	Common stock, no par value, 39,800,000 shares authorized, 20,548,235 and 20,116,892 shares outstanding, respectively (note 7)			158,585		151,812
	Retained earnings			57,779		33,757
		Total shareholders’ equity		216,364		185,569
Commitments and contingencies (notes 2, 5, 6, 9 and 11)
		Total liabilities and shareholders’ equity	$	299,814	$	241,383

See accompanying notes to the consolidated financial statements.

30

Item 8. Financial Statements and Supplementary Data – (continued)

AmSurg Corp.
Consolidated Statements of Earnings
December 31, 2002, 2001 and 2000
(In thousands, except earnings per share)

			2002		2001		2000
Revenues			$	251,525	$	202,312	$	143,261
Operating expenses:
	Salaries and benefits (note 9)			66,332		54,190		39,770
	Supply cost			30,060		23,835		16,598
	Other operating expenses (note 9)			52,815		42,572		29,445
	Depreciation and amortization			9,995		14,426		10,301
		Total operating expenses		159,202		135,023		96,114
		Operating income		92,323		67,289		47,147
Minority interest				51,096		39,599		27,702
Interest expense, net of interest income of $227, $216 and $230, respectively				1,190		2,844		4,703
	Earnings before income taxes			40,037		24,846		14,742
Income tax expense (note 8)				16,015		9,941		5,676
	Net earnings		$	24,022	$	14,905	$	9,066
Earnings per common share (note 7):
	Basic		$	1.18	$	0.81	$	0.62
	Diluted		$	1.16	$	0.78	$	0.60
Weighted average number of shares and share equivalents outstanding (note 7):
	Basic			20,390		18,428		14,594
	Diluted			20,728		19,021		15,034

See accompanying notes to the consolidated financial statements.

31

Item 8. Financial Statements and Supplementary Data – (continued)

AmSurg Corp.
Consolidated Statements of Changes in Shareholders’ Equity
Years Ended December 31, 2002, 2001 and 2000
(In thousands)

		Common Stock
						Retained
		Shares		Amount		Earnings		Total
Balance December 31, 1999			14,547	$	62,922	$	9,786	$	72,708
	Issuance of common stock		30		172		—		172
	Stock options exercised		162		695		—		695
	Tax benefit related to exercise of stock options		—		504		—		504
	Net earnings		—		—		9,066		9,066
Balance December 31, 2000			14,739		64,293		18,852		83,145
	Issuance of common stock		4,528		76,661		—		76,661
	Stock options exercised		850		3,264		—		3,264
	Tax benefit related to exercise of stock options		—		7,594		—		7,594
	Net earnings		—		—		14,905		14,905
Balance December 31, 2001			20,117		151,812		33,757		185,569
	Issuance of common stock		2		66		—		66
	Stock options exercised		429		3,218		—		3,218
	Tax benefit related to exercise of stock options		—		3,489		—		3,489
	Net earnings		—		—		24,022		24,022
Balance December 31, 2002			20,548	$	158,585	$	57,779	$	216,364

See accompanying notes to the consolidated financial statements.

32

Item 8. Financial Statements and Supplementary Data – (continued)

AmSurg Corp.
Consolidated Statements of Cash Flows
Years Ended December 31, 2002, 2001 and 2000
(In thousands)

					2002			2001			2000
Cash flows from operating activities:
	Net earnings				$	24,022		$	14,905		$	9,066
	Adjustments to reconcile net earnings to net cash provided by operating activities:
		Minority interest				51,096			39,599			27,702
		Distributions to minority partners				(49,468	)		(38,560	)		(27,416	)
		Depreciation and amortization				9,995			14,426			10,301
		Deferred income taxes				4,704			1,409			957
		Increase (decrease) in cash and cash equivalents, net of effects of acquisitions and dispositions, due to changes in:
			Accounts receivable, net			(575	)		(782	)		(3,141	)
			Supplies inventory			(58	)		(22	)		(182	)
			Prepaid and other current assets			447			(2,894	)		(460	)
			Other assets			—			—			278
			Accounts payable			727			1,647			56
			Accrued expenses and other liabilities			5,757			7,445			1,447
			Other, net			272			128			(115	)
				Net cash flows provided by operating activities		46,919			37,301			18,493
Cash flows from investing activities:
	Acquisition of interest in surgery centers					(29,443	)		(57,589	)		(30,714	)
	Acquisition of property and equipment					(14,489	)		(7,007	)		(13,457	)
	(Increase) decrease in long-term receivables					100			(89	)		167
			Net cash flows used in investing activities			(43,832	)		(64,685	)		(44,004	)
Cash flows from financing activities:
	Proceeds from long-term borrowings					27,497			44,861			37,345
	Repayment on long-term borrowings					(33,098	)		(96,805	)		(14,145	)
	Net proceeds from issuance of common stock					3,284			79,925			695
	Proceeds from capital contributions by minority partners					1,491			2,807			704
	Financing cost incurred					(15	)		(18	)		(923	)
			Net cash flows provided by (used in) financing activities			(841	)		30,770			23,676
Net increase (decrease) in cash and cash equivalents						2,246			3,386			(1,835	)
Cash and cash equivalents, beginning of year						11,074			7,688			9,523
Cash and cash equivalents, end of year					$	13,320		$	11,074		$	7,688

See accompanying notes to the consolidated financial statements.

33

Item 8. Financial Statements and Supplementary Data – (continued)

AmSurg Corp.
Notes to the Consolidated Financial Statements

1.     Summary of Significant Accounting Policies

a.     Principles of Consolidation

AmSurg Corp. (the “Company”), through its wholly owned subsidiaries, owns majority interests, primarily 51% and up to 67% in certain instances, in limited partnerships and limited liability companies (“LLCs”) which own and operate practice-based ambulatory surgery centers (“centers”). The Company also has majority ownership interests in other partnerships and LLCs formed to develop additional centers. The consolidated financial statements include the accounts of the Company and its subsidiaries and the majority owned limited partnerships and LLCs in which the Company is the general partner or majority member. Consolidation of such partnerships and LLCs is necessary as the Company has 51% or more of the financial interest, is the general partner or majority member with all the duties, rights and responsibilities thereof and is responsible for the day-to-day management of the partnership or LLC. The limited partner or minority member responsibilities are to supervise the delivery of medical services, with their rights being restricted to those that protect their financial interests, such as approval of the acquisition of significant assets or the incurrence of debt which they, as physician limited partners or members, are required to guarantee on a pro rata basis based upon their respective ownership interests. Intercompany profits, transactions and balances have been eliminated. All subsidiaries and minority owners are herein referred to as partnerships and partners, respectively.

The Company operates in one reportable business segment, the ownership and operation of ambulatory surgery centers.

b.     Cash and Cash Equivalents

Cash and cash equivalents are comprised principally of demand deposits at banks and other highly liquid short-term investments with maturities of less than three months when purchased.

c.     Supplies Inventory

Supplies inventory consists of medical and drug supplies and is recorded at cost on a first-in, first-out basis.

d.     Prepaid and Other Current Assets

Prepaid and other current assets are comprised of prepaid expenses and other receivables.

e.     Property and Equipment

Property and equipment are stated at cost. Equipment held under capital leases is stated at the present value of minimum lease payments at the inception of the related leases. Depreciation for buildings and improvements is recognized under the straight-line method over 20 years, or for leasehold improvements, over the remaining term of the lease plus renewal options. Depreciation for movable equipment is recognized over useful lives of three to ten years.

f.     Intangible Assets

Goodwill

In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations,” and SFAS No. 142, “Goodwill and Other Intangible Assets.” The provisions of SFAS No. 141 require all business combinations to be accounted for by the purchase method. SFAS No. 142 requires that, upon adoption, amortization of goodwill and indefinite life intangible assets will cease and instead, the carrying value of goodwill and indefinite life intangible assets will be evaluated for impairment at least on an annual basis; impairment of carrying value will be evaluated more frequently if certain indicators are encountered. Identifiable intangible assets with a determinable useful life will continue to be amortized over that

34

Item 8. Financial Statements and Supplementary Data – (continued)

AmSurg Corp.
Notes to the Consolidated Financial Statements – (continued)

period and reviewed for impairment in accordance with SFAS No. 144 (discussed below). SFAS No. 142 is effective for fiscal years beginning after December 15, 2001, except for goodwill and intangible assets acquired after June 30, 2001, which were subject immediately to the nonamortization provisions of this statement.

The Company fully adopted SFAS No. 142 on January 1, 2002, and accordingly, ceased to amortize goodwill, which previously had been amortized over 25 years. SFAS No. 142 requires that goodwill be tested at the reporting unit level, defined as an operating segment or one level below an operating segment (referred to as a component), with the fair value of the reporting unit being compared to its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired. Management has determined that the Company has one operating as well as one reportable segment. The Company’s centers each qualify as components of that operating segment and have similar economic characteristics, and therefore, should be aggregated and deemed a single reporting unit. The Company completed the transitional goodwill impairment test and has determined that no potential impairment exists. As a result, the Company has recognized no transitional impairment loss in fiscal year 2002 in connection with the adoption of SFAS No. 142.

As required by SFAS No. 142, the results for periods prior to its adoption have not been restated. The following reconciles the reported net earnings per share to that which would have resulted had SFAS No. 142 been applied to the years ended December 31, 2002, 2001 and 2000 (in thousands, except earnings per share):

		2002		2001		2000
Net earnings:
	As reported	$	24,022	$	14,905	$	9,066
	Goodwill amortization, net of income tax expense		—		3,413		2,408
	As adjusted	$	24,022	$	18,318	$	11,474
Basic earnings per share:
	As reported	$	1.18	$	0.81	$	0.62
	As adjusted		1.18		0.99		0.79
Diluted earnings per share:
	As reported	$	1.16	$	0.78	$	0.60
	As adjusted		1.16		0.96		0.76

Other Intangible Assets

Other intangible assets consist primarily of deferred financing costs of the Company and the entities included in the Company’s consolidated financial statements and non-compete agreements, which are amortized over the term of the related debt as interest expense and the contractual term (five years) of the non-compete agreements as amortization expense, respectively.

g.     Revenue Recognition

Center revenues consist of billing for the use of the centers’ facilities (the “facility fee”) directly to the patient or third-party payor, and in limited instances, billing for anesthesia services. Such revenues are recognized when the related surgical procedures are performed. Revenues exclude any amounts billed for physicians’ surgical services, which are billed separately by the physicians to the patient or third-party payor.

Revenues from centers are recognized on the date of service, net of estimated contractual allowances from third-party medical service payors including Medicare and Medicaid (see note 1 (l)). During the years ended December 31, 2002, 2001 and 2000, approximately 40%, 38%, and 37%, respectively, of the Company’s revenues were derived from the provision of services to patients covered under Medicare and Medicaid. Concentration of credit risk with respect to other payors is limited due to the large number of such payors.

35

Item 8. Financial Statements and Supplementary Data – (continued)

AmSurg Corp.
Notes to the Consolidated Financial Statements – (continued)

h.     Income Taxes

The Company files a consolidated federal income tax return. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

i.     Earnings Per Share

Basic earnings per share is computed by dividing net earnings available to common shareholders by the combined weighted average number of common shares, while diluted earnings per share is computed by dividing net earnings available to common shareholders by the weighted average number of such common shares and dilutive share equivalents.

j.     Stock-Based Compensation

The Company accounts for its stock option plan in accordance with the provisions of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. No stock-based employee compensation cost is reflected in net earnings for the years ended December 31, 2002, 2001 and 2000. Disclosure in accordance with SFAS No. 123, “Accounting for Stock-Based Compensation,” to reflect the pro forma earnings per share as if the fair value of all stock-based awards on the date of grant are recognized over the vesting period is presented below.

The estimated weighted average fair values of the options at the date of grant using the Black-Scholes option pricing model as promulgated by SFAS No. 123 in 2002, 2001 and 2000 were $6.94, $15.23 and $4.65 per share, respectively. In applying the Black – Scholes model, the Company assumed no dividends, an expected life for the options of four years in 2002 and seven years in 2001 and 2000, a forfeiture rate of 15% in 2002 and 3% in 2001 and 2000 and an average risk free interest rate of 4.1%, 4.8% and 6.7% in 2002, 2001 and 2000, respectively. The Company also assumed a volatility rate of 46%, 66% and 70% in 2002, 2001 and 2000, respectively. Had the Company used the Black-Scholes estimates to determine compensation expense for the options granted in the years ended December 31, 2002, 2001 and 2000, net earnings and net earnings per share attributable to common shareholders would have been reduced to the following pro forma amounts (in thousands, except per share amounts):

		2002			2001			2000
Net earnings available to common shareholders:
	As reported	$	24,022		$	14,905		$	9,066
	Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(3,263	)		(4,238	)		(959	)
	Pro forma	$	20,759		$	10,667		$	8,107
Basic earnings per share available to common shareholders:
	As reported	$	1.18		$	0.81		$	0.62
	Pro forma		1.02			0.58			0.56
Diluted earnings per share available to common shareholders:
	As reported	$	1.16		$	0.78		$	0.60
	Pro forma		1.00			0.56			0.54

36

Item 8. Financial Statements and Supplementary Data – (continued)

AmSurg Corp.
Notes to the Consolidated Financial Statements – (continued)

k.     Fair Value of Financial Instruments

Cash and cash equivalents, receivables and payables are reflected in the financial statements at cost, which approximates fair value. The fair value of fixed-rate long-term debt, with a carrying value of $3,941,000, is $4,072,000. Management believes that the carrying amounts of variable-rate long-term debt approximate market value, because it believes the terms of its borrowings approximate terms which it would incur currently.

l.     Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The determination of contractual and bad debt allowances constitutes a significant estimate. Some of the factors considered by management in determining the amount of allowances to establish are the historical trends of the centers’ cash collections and contractual and bad debt write-offs, accounts receivable agings, established fee schedules, relationships with payors and procedure statistics. Accordingly, net accounts receivable at December 31, 2002 and 2001, reflect allowances for contractual adjustments of $25,451,000 and $25,069,000, respectively, and allowance for bad debt expense of $3,986,000 and $3,475,000, respectively.

m.     Recent Accounting Pronouncements

In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations.” SFAS No. 143 addresses accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement is effective for fiscal years beginning after June 15, 2002. SFAS No. 143 establishes accounting standards for recognition and measurement of liability for an asset retirement obligation and the associated retirement costs. This statement applies to all entities and to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and (or) the normal operation of a long-lived asset, except for certain obligations of lessees. The implementation of SFAS No. 143 will not have a material effect on the Company’s consolidated financial position or consolidated results of operations.

On August 1, 2001, the FASB issued SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets.” This statement addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets To Be Disposed Of,” and the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations – Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,” for the disposal of a segment of a business. This statement also amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to eliminate the exception to consolidation for a subsidiary for which control is likely to be temporary. The provisions of this statement are effective for financial statements issued for fiscal years beginning after December 15, 2001. The provisions are generally to be applied prospectively. There was no impact on the Company’s results of operations from the adoption of this standard.

In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” The standard requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Examples of costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operations, plant closings, or other exit or disposal activities. The provisions of this statement are effective for exit or disposal activities initiated after December 31, 2002.

37

Item 8. Financial Statements and Supplementary Data – (continued)

AmSurg Corp.
Notes to the Consolidated Financial Statements – (continued)

In November 2002, the FASB issued Interpretation No. (“FIN”) 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an Interpretation of FASB Statements No. 5, 57 and 107 and Rescission of FASB Interpretation No. 34.” The interpretation requires that upon issuance of a guarantee, the entity must recognize a liability for the fair value of the obligation it assumes under that obligation. This interpretation is intended to improve the comparability of financial reporting by requiring identical accounting for guarantees issued with separately identified consideration and guarantees issued without separately identified consideration. The initial recognition and measurement provision of FIN 45 are applicable to guarantees issued or modified after December 31, 2002. The Company is currently evaluating what impact, if any, adoption of FIN 45 will have on its consolidated financial position and consolidated results of operations. The disclosure requirements of FIN 45 are effective for the Company as of December 31, 2002.

In January 2003, the FASB issued FIN 46, “Consolidation of Variable Interest Entities.” FIN 46 addresses consolidation by business enterprises of variable interest entities that have certain characteristics. This interpretation applies immediately to variable interest entities created in January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. It applies in the first fiscal year beginning after June 15, 2003 to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. The Company has not yet determined the impact, if any, the adoption of FIN 46 will have on its financial position and results of operations.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure – an Amendment of FASB Statement No. 123.” SFAS No. 148 amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS No. 148 is effective for annual and interim periods beginning after December 15, 2002. As the Company has elected not to change to the fair value based method of accounting for stock-based employee compensation, the adoption of SFAS No. 148 will not have an impact on the Company’s consolidated financial position or consolidated results of operations. The Company has included the disclosures in accordance with SFAS No. 148 in Note 1(j).

2.     Acquisitions and Dispositions

a.     Acquisitions

The Company, through wholly owned subsidiaries and in separate transactions, acquired a majority interest in ten, fifteen and nine practice-based surgery centers during 2002, 2001 and 2000, respectively. Consideration paid for the acquired interests consisted of cash, common stock and notes payable at rates ranging from 4.3% in 2002 to 9.5% in 2000, due within 30 days from issuance. Total acquisition price and cost in 2002, 2001 and 2000 was $49,018,000, $47,113,000, and $41,563,000, respectively, of which the Company assigned $47,161,000, $43,929,000, and $38,149,000, respectively, to goodwill. Such amounts in 2002 included an aggregate of $8,403,000 in contingent purchase price payments associated with prior year acquisitions, primarily related to a discontinuance of a proposed rule to update reimbursement by Medicare as discussed below. The goodwill is expected to be fully deductible for tax purposes. At December 31, 2002, the Company had notes payable associated with recent acquisitions of $19,575,000. All notes payable outstanding as of December 31, 2002 were funded in January 2003 through long-term borrowings on our credit facility (see note 5). All acquisitions were accounted for as purchases, and the accompanying consolidated financial statements include the results of their operations from the dates of acquisition.

In May 2002, the Department of Health and Human Services (“DHHS”) listed as a “discontinued action” the June 12, 1998 proposed rule that would update the rate setting methodology, payment rates, payment policies and the list of covered surgical procedures for ambulatory surgery centers. If implemented, the proposed rule would have reduced the rates paid for certain ambulatory surgery center procedures reimbursed by Medicare, including a number of endoscopy and ophthalmology procedures performed at the Company’s centers. Upon the announcement of the discontinuance of this proposed rule, the Company paid purchase price commitments of $7,742,000 that were

38

Item 8. Financial Statements and Supplementary Data – (continued)

AmSurg Corp.
Notes to the Consolidated Financial Statements – (continued)

contingent on certain outcomes or resolutions of DHHS’s proposed rule. Such amounts are included in the acquisition transaction amounts above.

b.     Pro Forma Information

The unaudited consolidated pro forma results for the years ended December 31, 2002 and 2001, assuming all 2002 and 2001 acquisitions had been consummated on January 1, 2001, are as follows (in thousands, except per share data):

		2002		2001
Revenues		$	272,398	$	240,722
Net earnings			26,043		16,902
Earnings per common share:
	Basic	$	1.28	$	0.92
	Diluted		1.26		0.89
Weighted average number of shares and share equivalents:
	Basic		20,390		18,428
	Diluted		20,728		19,021

c.     Dispositions

In 2001, the Company sold its interests in two surgery centers and a portion of its interest in a third surgery center. Combined proceeds of these sales approximated the book value of the assets sold and included notes receivable totaling $1,119,000, bearing interest at 7.0%, due in installments through 2005 and secured by the assets of a surgery center and certain personal guarantees by the buyers.

3.     Property and Equipment

Property and equipment at December 31, 2002 and 2001 are as follows (in thousands):

		2002		2001
Land and improvements		$	549	$	99
Building and improvements			30,705		25,315
Movable equipment			52,928		43,522
Construction in progress			1,502		574
			85,684		69,510
Less accumulated depreciation and amortization			36,822		27,376
	Property and equipment, net	$	48,862	$	42,134

At December 31, 2002, the Company and its partnerships had unfunded construction and equipment purchases of approximately $1,861,000 in order to complete construction in progress.

39

Item 8. Financial Statements and Supplementary Data – (continued)

AmSurg Corp.
Notes to the Consolidated Financial Statements – (continued)

4.     Intangible Assets

Amortizable intangible assets at December 31, 2002 and 2001 consist of the following (in thousands):

		2002						2001
		Gross						Gross
		Carrying		Accumulated				Carrying		Accumulated
		Amount		Amortization		Net		Amount		Amortization		Net
Deferred financing cost		$	1,026	$	881	$	145	$	1,017	$	558	$	459
Agreements not to compete			1,000		250		750		1,000		50		950
	Total amortizable intangible assets	$	2,026	$	1,131	$	895	$	2,017	$	608	$	1,409

Amortization of intangible assets for the years ended December 31, 2002, 2001 and 2000 was $529,000, $6,066,000 and $4,283,000, respectively. Estimated amortization of intangible assets for the four years subsequent to December 31, 2002 are $345,000, $200,000, $200,000 and $150,000.

The changes in the carrying amount of goodwill for the years ended December 31, 2002 and 2001 are as follows (in thousands):

		2002		2001
Balance, beginning of year		$	146,763	$	110,640
Goodwill acquired during year			47,161		43,929
Goodwill written off related to sale of business units			—		(2,117	)
Amortization			—		(5,689	)
	Balance, end of year	$	193,924	$	146,763

5.     Long-term Debt

Long-term debt at December 31, 2002 and 2001 is comprised of the following (in thousands):

		2002		2001
Notes payable at 2.9% (see note 2)		$	19,575	$	—
$100 million credit agreement at prime or LIBOR plus a spread of 1.5% to 2.25% (average rate of 2.9% at December 31, 2002), due March 2008			4,700		7,300
Other debt at an average rate of 6.0%, due through September 2022			4,358		4,487
Capitalized lease arrangements at an average rate of 7.8%, due through September 2005 (see note 6)			1,658		3,798
			30,291		15,585
Less current portion			2,407		2,900
	Long-term debt	$	27,884	$	12,685

The borrowings under the credit facility are guaranteed by the wholly owned subsidiaries of the Company, and in some instances, the underlying assets of certain developed centers. The credit agreement, as most recently amended on March 4, 2003, permits the Company to borrow up to $100,000,000 to finance the Company’s acquisition and

40

Item 8. Financial Statements and Supplementary Data – (continued)

AmSurg Corp.
Notes to the Consolidated Financial Statements – (continued)

development projects at prime rate or LIBOR plus a spread of 1.50% to 2.25% or a combination thereof, provides for a fee of 0.50% of unused commitments, prohibits the payment of dividends and contains covenants relating to the ratio of debt to net worth, operating performance and minimum net worth. The Company was in compliance with all covenants at December 31, 2002.

Certain partnerships and LLCs included in the Company’s consolidated financial statements have loans with local lending institutions which are collateralized by certain assets of the centers with a book value of approximately $6,684,000. The Company and the partners or members have guaranteed payment of the loans in proportion to the relative partnership or membership interests.

Principal payments required on long-term debt in the five years subsequent to December 31, 2002 and thereafter are $2,407,000, $1,396,000, $548,000, $327,000, $348,000 and $25,265,000, respectively. These maturities reflect the funding of notes payable in January 2003 with borrowings under the credit facility and the amended terms of the credit facility.

6.     Leases

The Company has entered into various building and equipment operating leases and equipment capital leases for its surgery centers in operation and under development and for office space, expiring at various dates through 2017. Future minimum lease payments at December 31, 2002 are as follows (in thousands):

		Capitalized
Year Ended		Equipment		Operating
December 31,		Leases		Leases
2003		$	1,204	$	11,705
2004			547		10,440
2005			11		8,947
2006			—		7,032
2007			—		5,655
Thereafter			—		15,506
	Total minimum rentals		1,762	$	59,285
Less amounts representing interest at rates ranging from 6.0% to 9.6%			104
	Capital lease obligations	$	1,658

At December 31, 2002, equipment with a cost of approximately $4,193,000 and accumulated amortization of approximately $1,460,000 was held under capital lease. The Company and the partners have guaranteed payment of certain of these leases. Rental expense for operating leases for the years ended December 31, 2002, 2001, and 2000 was approximately $11,323,000, $9,757,000 and $7,126,000, respectively (see note 9).

7.     Shareholders’ Equity

a.     Common Stock

In April 2001, the Company completed a public offering of 4,526,000 shares of Class A Common Stock, for net proceeds of approximately $76,600,000 to the Company. Net proceeds from the offering were used to repay borrowings under the Company’s revolving credit facility.

In July 2001, after receiving shareholder approval, the Company reclassified its Class A and Class B Common Stock into one class of common stock, having the rights of the Class A Common Stock. The Class A and Class B shares were reclassified into one class of common stock using a one-to-one conversion ratio, resulting in no increase in the Company’s total number of shares or book value of common stock outstanding.

41

Item 8. Financial Statements and Supplementary Data – (continued)

AmSurg Corp.
Notes to the Consolidated Financial Statements – (continued)

b.     Shareholder Rights Plan

In 1999, the Company’s Board of Directors adopted a shareholder rights plan and declared a distribution of one stock purchase right for each outstanding share of the Company’s common stock to shareholders of record on December 16, 1999 and for each share of common stock issued thereafter. Each right initially entitles its holder to purchase one one-hundredth of a share of Series C Junior Participating Preferred Stock, at $48, subject to adjustment. With certain exceptions, each right will become exercisable only when a person or group acquires, or commences a tender or exchange offer for, 15% or more of the Company’s outstanding common stock. Rights will also become exercisable in the event of certain mergers or asset sales involving more than 50% of the Company’s assets or earning power. Upon becoming exercisable, each right will allow the holder (other than the person or group whose actions triggered the exercisability of the rights), under specified circumstances, to buy either securities of the Company or securities of the acquiring company (depending on the form of the transaction) having a value of twice the then current exercise price of the rights. The rights expire on December 2, 2009.

c.     Earnings per Share

The following is a reconciliation of the numerator and denominators of basic and diluted earnings per share (in thousands, except per share amounts):

			Earnings		Shares		Per Share
			(Numerator)		(Denominator)		Amount
For the year ended December 31, 2002:
	Basic earnings per share:
		Net earnings	$	24,022		20,390	$	1.18
	Effect of dilutive securities options			—		338
	Diluted earnings per share:
		Net earnings	$	24,022		20,728	$	1.16
For the year ended December 31, 2001:
	Basic earnings per share:
		Net earnings	$	14,905		18,428	$	0.81
	Effect of dilutive securities options			—		593
	Diluted earnings per share:
		Net earnings	$	14,905		19,021	$	0.78
For the year ended December 31, 2000:
	Basic earnings per share:
		Net earnings	$	9,066		14,594	$	0.62
	Effect of dilutive securities options			—		440
	Diluted earnings per share:
		Net earnings	$	9,066		15,034	$	0.60

42

Item 8. Financial Statements and Supplementary Data – (continued)

AmSurg Corp.
Notes to the Consolidated Financial Statements – (continued)

d.     Stock Options

The Company has two stock option plans under which it has granted non-qualified options to purchase shares of common stock to employees and outside directors. Options are granted at market value on the date of the grant and vest ratably over four years. Options have a term of 10 years from the date of grant. At December 31, 2002, 4,217,333 shares were authorized for grant under the two stock option plans and 996,929 shares were available for future option grants. Stock option activity for the three years ended December 31, 2002 is summarized below:

					Weighted
		Number			Average
		of			Exercise
		Shares			Price
Outstanding at December 31, 1999			1,635,804		$	5.00
	Options granted		377,059			6.82
	Options exercised		(161,930	)		4.29
	Options terminated		(25,054	)		7.62
Outstanding at December 31, 2000			1,825,879			5.40
	Options granted		793,759			23.90
	Options exercised		(849,915	)		3.84
	Options terminated		(115,961	)		14.91
Outstanding at December 31, 2001			1,653,762			14.41
	Options granted		502,378			24.95
	Options exercised		(429,219	)		7.50
	Options terminated		(84,680	)		20.56
Outstanding at December 31, 2002			1,642,241		$	19.13

The following table summarizes information concerning outstanding and exercisable options at December 31, 2002:

		Options Outstanding						Options Exercisable
				Weighted		Weighted				Weighted
				Average		Average				Average
Range of		Number		Remaining		Exercise		Number		Exercise
Exercise Prices		Outstanding		Life (Yrs.)		Price		Exercisable		Price
$	3.00 - $9.00		462,921		5.9	$	7.16		295,663	$	7.27
	9.01 - 15.00		35,118		5.5		9.99		33,452		9.74
	15.01 - 21.00		8,333		8.3		19.12		834		18.85
	21.01 - 27.00		1,063,371		8.7		24.00		312,114		23.76
	27.01 - 31.45		72,498		9.1		28.56		8,755		27.59
$	3.00 - $31.45		1,642,241		7.9	$	19.13		650,818	$	15.59

43

Item 8. Financial Statements and Supplementary Data – (continued)

AmSurg Corp.
Notes to the Consolidated Financial Statements – (continued)

8.     Income Taxes

Total income tax expense for the years ended December 31, 2002, 2001 and 2000 was allocated as follows (in thousands):

		2002			2001			2000
Income from operations		$	16,015		$	9,941		$	5,676
Shareholders’ equity, for compensation expense for tax purposes in excess of amounts recognized for financial reporting purposes			(3,489	)		(7,594	)		(504	)
	Total income tax expense	$	12,526		$	2,347		$	5,172

Income tax expense from operations for the years ended December 31, 2002, 2001 and 2000 is comprised of the following (in thousands):

		2002		2001		2000
Current:
	Federal	$	9,337	$	6,848	$	3,907
	State		1,974		1,684		812
Deferred			4,704		1,409		957
	Income tax expense	$	16,015	$	9,941	$	5,676

Income tax expense from operations for the years ended December 31, 2002, 2001 and 2000 differed from the amount computed by applying the U.S. Federal income tax rates of 35%, 35% and 34%, respectively, to earnings before income taxes as a result of the following (in thousands):

		2002			2001		2000
Statutory Federal income tax		$	14,013		$	8,696	$	5,012
State income taxes, net of Federal income tax benefit			2,004			1,066		662
Increase (decrease) in valuation allowance			(58	)		58		(9	)
Adjustment to beginning-of-the-year net deferred tax liability to reflect 35% U.S. Federal income tax rate			—			73		—
Other			56			48		11
	Income tax expense	$	16,015		$	9,941	$	5,676

44

Item 8. Financial Statements and Supplementary Data – (continued)

AmSurg Corp.
Notes to the Consolidated Financial Statements – (continued)

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2002 and 2001 are as follows (in thousands):

			2002			2001
Deferred tax assets:
	Allowance for uncollectible accounts		$	906		$	546
	State net operating losses			7			65
	Accrued liabilities and other			160			120
		Gross deferred tax assets		1,073			731
	Valuation allowance			(7	)		(65	)
		Net deferred tax assets		1,066			666
Deferred tax liabilities:
	Property and equipment, principally due to difference in depreciation			624			133
	Goodwill, principally due to differences in amortization			9,323			4,850
	Prepaid expenses			269			129
		Gross deferred tax liabilities		10,216			5,112
		Net deferred tax liabilities	$	9,150		$	4,446

The net deferred tax liability at December 31, 2002 and 2001, is recorded as follows (in thousands):

		2002		2001
Current deferred income tax assets		$	797	$	537
Noncurrent deferred income tax liability			9,947		4,983
	Net deferred tax liability	$	9,150	$	4,446

The Company has provided a valuation allowance on its gross deferred tax asset primarily related to state net operating losses to the extent that management does not believe that it is more likely than not that such asset will be realized.

9. Related Party Transactions

The Company leases space for certain surgery centers from its physician partners affiliated with its centers at rates the Company believes approximate fair market value. Payments on these leases were approximately $6,963,000, $5,937,000 and $3,898,000 for the years ended December 31, 2002, 2001 and 2000, respectively.

The Company reimburses certain of its limited partners for salaries and benefits related to time spent by employees of their practices on activities of the centers. Total reimbursement of such salary and benefit costs totaled approximately $23,512,000, $21,114,000 and $15,660,000 for the years ended December 31, 2002, 2001 and 2000, respectively.

The Company receives capitated reimbursement at one of its centers from a non-physician minority partner associated with the center. Total capitated revenue received was approximately $1,320,000, $1,337,000 and $1,447,000 for the years ended December 31, 2002, 2001 and 2000, respectively.

45

Item 8. Financial Statements and Supplementary Data – (continued)

AmSurg Corp.
Notes to the Consolidated Financial Statements – (continued)

The Company believes that the foregoing transactions are in its best interests. It is the Company’s current policy that all transactions by the Company with officers, directors, five percent shareholders and their affiliates will be entered into only if such transactions are on terms no less favorable to the Company than could be obtained from unaffiliated third parties, are reasonably expected to benefit the Company and are approved by a majority of the disinterested independent members of the Company’s Board of Directors.

10.     Employee Benefit Programs

As of January 1, 1999, the Company adopted the AmSurg 401(k) Plan and Trust. This plan is a defined contribution plan covering substantially all employees of AmSurg Corp. and provides for voluntary contributions by these employees, subject to certain limits. Company contributions are based on specified percentages of employee compensation. The Company funds contributions as accrued. The Company’s contributions for the years ended December 31, 2002, 2001 and 2000 were approximately $94,000, $81,000 and $76,000, respectively, and vest incrementally over four years.

As of January 1, 2000, the Company adopted the Supplemental Executive Retirement Savings Plan. This plan is a defined contribution plan covering all officers of the Company and provides for voluntary contributions up to 5% of employee annual compensation. Company contributions are at the discretion of the Compensation Committee of the Board of Directors and vest incrementally over four years. The employee and employer contributions are placed in a Rabbi Trust. Employer contributions to this plan for the years ended December 31, 2002, 2001 and 2000 were approximately $446,000, $387,000 and $193,000, respectively.

11.     Commitments and Contingencies

The Company and its partnerships are insured with respect to medical malpractice risk on a claims-made basis. The Company also maintains insurance for general liability, director and officer liability and property. Certain policies are subject to deductibles. In addition to the insurance coverage provided, the Company indemnifies certain officers and directors for actions taken on behalf of the Company and its partnerships. Management is not aware of any claims against it or its partnerships which would have a material financial impact.

The Company or its wholly owned subsidiaries, as general partners in the limited partnerships, are responsible for all debts incurred but unpaid by the partnership. As manager of the operations of the partnership, the Company has the ability to limit its potential liabilities by curtailing operations or taking other operating actions.

In the event of a change in current law which would prohibit the physicians’ current form of ownership in the partnerships or LLCs, the Company is obligated to purchase the physicians’ interests in the partnerships or LLCs. The purchase price to be paid in such event is determined by a predefined formula, as specified in the partnership agreements.

46

Item 8. Financial Statements and Supplementary Data – (continued)

AmSurg Corp.
Notes to the Consolidated Financial Statements – (continued)

12.     Supplemental Cash Flow Information

Supplemental cash flow information for the years ended December 31, 2002, 2001 and 2000 is as follows (in thousands):

				2002			2001			2000
Cash paid during the year for:
	Interest			$	1,071		$	3,171		$	4,507
	Income taxes, net of refunds				5,983			3,350			3,376
Noncash investing and financing activities:
	Capital lease obligations incurred to acquire equipment				107			1,440			1,967
	Notes received for sale of a partnership interest				—			1,119			—
	Effect of acquisitions:
		Assets acquired, net of cash			51,805			50,296			45,090
		Liabilities assumed			(2,787	)		(3,183	)		(4,008	)
		Issuance of common stock			—			—			(50	)
		Notes payable and other obligations			(19,575	)		10,476			(10,318	)
			Payment for assets acquired	$	29,443		$	57,589		$	30,714

13.     Subsequent Events

In February 2003, the Company announced that its Board of Directors authorized a stock repurchase program for up to $25,000,000 of the Company’s outstanding shares of common stock over the subsequent 18 months, which the Company intends to fund through borrowings under its credit facility.

In March 2003, the Company, through a wholly owned subsidiary, acquired a majority interest in a physician practice-based surgery center for approximately $9,620,000.

47

Item 8. Financial Statements and Supplementary Data – (continued)

Quarterly Statement of Earnings Data

The following table presents certain quarterly statement of earnings data for the years ended December 31, 2001 and 2002. The quarterly statement of earnings data set forth below was derived from our unaudited financial statements and includes all adjustments, consisting of normal recurring adjustments, which we consider necessary for a fair presentation thereof. Results of operations for any particular quarter are not necessarily indicative of results of operations for a full year or predictive of future periods. The results of operations for 2002 reflect the adoption of SFAS No. 142, “Goodwill and Other Intangible Assets.”

	2001								2002
	Q1		Q2		Q3		Q4		Q1		Q2		Q3		Q4
	(In thousands, except per share data)
Revenues	$	45,139	$	49,474	$	51,582	$	56,117	$	58,290	$	61,713	$	63,280	$	68,242
Earnings before income taxes		4,475		6,182		6,578		7,611		8,954		9,813		10,369		10,901
Net earnings		2,685		3,709		3,944		4,567		5,372		5,888		6,221		6,541
Diluted earnings per common share	$	0.17	$	0.19	$	0.19	$	0.22	$	0.26	$	0.28	$	0.30	$	0.31

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Part III

Item 10. Directors and Executive Officers of the Registrant

Information with respect to the directors of AmSurg, set forth in AmSurg’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 22, 2003, under the caption “Election of Directors,” is incorporated herein by reference. Pursuant to General Instruction G(3), information concerning executive officers of AmSurg is included in Part I of this Annual Report on Form 10-K under the caption “Executive Officers of the Registrant.”

Information with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934, set forth in AmSurg’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 22, 2003, under the caption “Stock Ownership,” is incorporated herein by reference.

Item 11. Executive Compensation

Information with respect to executive officers of AmSurg, set forth in AmSurg’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 22, 2003, under the caption “Executive Compensation,” is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information with respect to security ownership of certain beneficial owners and management and related stockholder matters, set forth in AmSurg’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 22, 2003, under the captions “Stock Ownership” and “Equity Compensation Plan Information,” is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

Information with respect to certain relationships and related transactions, set forth in AmSurg’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 22, 2003, under the caption “Stock Ownership,” is incorporated herein by reference.

48

Item 14. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our chief executive officer and chief financial officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of a date within ninety days before the filing date of this Annual Report on Form 10-K. Based on that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures effectively and timely provide them with material information relating to our company and its consolidated subsidiaries required to be disclosed in the reports we file under the Exchange Act.

Changes in Internal Controls

There have not been any significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. There were no significant deficiencies or material weaknesses, and therefore no corrective actions were taken.

Part IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) Financial Statements, Financial Statement Schedules and Exhibits

(1)	Financial Statements: See Item 8 herein.
(2)	Financial Statement Schedules:
	Independent Auditors’ Report	S-1
	Schedule II – Valuation and Qualifying Accounts	S-2
	(All other schedules are omitted because they are not applicable or not required, or because the required information is included in the consolidated financial statements or notes thereto.)
(3)	Exhibits: See the exhibit listing set forth below.

(b) Reports on Form 8-K

AmSurg filed reports issued on Form 8-K dated October 8, 2002 and December 13, 2002, which included, pursuant to Items 7 and 9, press releases issued on October 8, 2002 and December 13, 2002, respectively.

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(3) Exhibits

Exhibit		Description
3.1		Second Amended and Restated Charter of AmSurg (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10/A-4 (filed with the Commission on July 13, 2001))
3.2		Second Amended and Restated Bylaws of AmSurg (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8, File No. 333-81880 (filed with the Commission on January 31, 2002))
4.1		Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 10/A-4 (filed with the Commission on July 13, 2001))
4.2		Second Amended and Restated Rights Agreement, dated as of July 12, 2001, between AmSurg and SunTrust Bank, Atlanta, including the Form of Rights Certificate (Exhibit A) and the Form of Summary of Rights (Exhibit B) (incorporated by reference to Exhibit 1 to Amendment No. 2 to the Registration Statement on Form 8-A/A (filed with the Commission on July 13, 2001))
10.1	*	Form of Indemnification Agreement with directors, executive officers and advisors (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form 10 (filed with the Commission on March 11, 1997))
10.2		Amended and Restated Revolving Credit Agreement, dated as of May 5, 2000, among AmSurg, SunTrust Bank, as Administrative Agent, and various banks and other financial institutions (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2000)
10.3		First Amendment to Amended and Restated Revolving Credit Agreement, dated June 22, 2001, among AmSurg, SunTrust Bank as Administrative Agent, and various banks and other financial institutions
10.4		Second Amendment to Amended and Restated Revolving Credit Agreement, dated February 5, 2003, among AmSurg, SunTrust Bank as Administrative Agent, and various banks and other financial institutions
10.5		Third Amendment to Amended and Restated Revolving Credit Agreement, dated March 4, 2003, among AmSurg, SunTrust Bank as Administrative Agent, and various banks and other financial institutions
10.6		Form of Revolving Credit Note, each dated as of May 5, 2000, by and between AmSurg and the lenders listed on the schedule attached thereto (incorporated by reference to Exhibit 10.4 of the Annual Report on Form 10-K for the year ended December 31, 2000)
10.7	*	1992 Stock Option Plan (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form 10 (filed with the Commission on March 11, 1997))
10.8	*	Amended and Restated 1997 Stock Incentive Plan (incorporated by reference to Appendix A to AmSurg’s Definitive Proxy Statement for the Annual Meeting of Shareholders held on May 17, 2002 (filed with the Commission on April 17, 2002))
10.9	*	Form of Employment Agreement with executive officers (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form 10 (filed with the Commission on March 11, 1997))
10.10	*	Agreement dated April 11, 1997 between AmSurg and David L. Manning (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form 10/A-3 (filed with the Commission on November 3, 1997))

50

(3) Exhibits

Exhibit		Description
10.11	*	Medical Director Agreement dated as of January 1, 1998, between AmSurg and Bergein F. Overholt, M.D. (incorporated by reference to Exhibit 10 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998)
10.12		Lease Agreement dated February 24, 1999 between Burton Hills III, L.L.C. and AmSurg (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q for the quarter ended June 30, 1999)
10.13		First Amendment to Lease Agreement dated June 27, 2001 by and between Burton Hills III, LLC and AmSurg (incorporated by reference to Exhibit 10 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2002)
10.14	*	Supplemental Executive Retirement Savings Plan, as amended (incorporated by reference to Exhibit 10.11 of the Annual Report on Form 10-K for the year ended December 31, 2000)
21		Subsidiaries of AmSurg
23		Consent of Independent Auditors
24		Power of Attorney (appears on page 52)
99.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Management contract or compensatory plan, contract or arrangement

51

Signatures

     Pursuant to the requirements of Section 13 or 15(d) 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.

	AMSURG CORP.
March 28, 2003	By:	/s/ Ken P. McDonald Ken P. McDonald (President and Chief Executive Officer)

     KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints Ken P. McDonald and Claire M. Gulmi, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this report, and to file the same with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ken P. McDonald   Ken P. McDonald	President, Chief Executive Officer and Director (Principal Executive Officer)	March 28, 2003
/s/ Claire M. Gulmi   Claire M. Gulmi	Senior Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)	March 28, 2003
/s/ Thomas G. Cigarran   Thomas G. Cigarran	Chairman of the Board	March 28, 2003
/s/ James A. Deal   James A. Deal	Director	March 28, 2003
/s/ Steven I. Geringer   Steven I. Geringer	Director	March 28, 2003
/s/ Debora A. Guthrie   Debora A. Guthrie	Director	March 28, 2003
/s/ Henry D. Herr   Henry D. Herr	Director	March 28, 2003
/s/ Bergein F. Overholt, M.D.   Bergein F. Overholt, M.D.	Director	March 28, 2003

52

Certifications

I, Ken P. McDonald, certify that:

1.	I have reviewed this annual report on Form 10-K of AmSurg Corp.;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)	Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c)	Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)	All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 28, 2003
	/s/ Ken P. McDonald Ken P. McDonald President and Chief Executive Officer

53

Certifications

I, Claire M. Gulmi, certify that:

1.	I have reviewed this annual report on Form 10-K of AmSurg Corp.;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)	Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c)	Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)	All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 28, 2003
	/s/ Claire M. Gulmi Claire M. Gulmi Senior Vice President and Chief Financial Officer

54

INDEPENDENT AUDITORS’ REPORT

Board of Directors and Shareholders
AmSurg Corp.
Nashville, Tennessee

We have audited the accompanying consolidated financial statements of AmSurg Corp. (the “Company”) as of December 31, 2002 and 2001 and for each of the years in the three-year period ended December 31, 2002, and have issued our report thereon dated February 14, 2003, except for Notes 5 and 13, as to which the date is March 26, 2003 (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the Company changing its method of accounting for goodwill and other intangible assets, and is included elsewhere in this Form 10-K). Our audits also included the consolidated financial statement schedule of the Company, listed in Item 15. This consolidated financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

DELOITTE & TOUCHE LLP

Nashville, Tennessee
February 14, 2003

S-1

AmSurg Corp.
Schedule II – Valuation and Qualifying Accounts
For the Years Ended December 31, 2002, 2001 and 2000
(In thousands)

		Balance at		Charged to		Charged to				Balance at
		Beginning		Cost and		Other			Deductions	End of
		of Period		Expenses		Accounts (1)		(2)		Period
Allowance for uncollectible accounts included under the balance sheet caption “Accounts receivable”:
	Year ended December 31, 2002	$	3,475	$	8,611	$	253	$	8,353	$	3,986
	Year ended December 31, 2001	$	2,506	$	6,479	$	643	$	6,153	$	3,475
	Year ended December 31, 2000	$	2,265	$	3,629	$	333	$	3,721	$	2,506

(1)	Valuation of allowance for uncollectible accounts as of the acquisition date of physician practice-based surgery centers, net of dispositions. See “Notes to the Consolidated Financial Statements – Note 2.”
(2)	Charge-off against allowance.

S-2 EX-10.3 3 g81425exv10w3.txt A#1 TO CREDIT AGREEMENT - 06/22/01 EXHIBIT 10.3 FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "Agreement") is made and entered into as of June 22, 2001 by and among AMSURG CORP., a Tennessee corporation (the "Borrower"), the several banks and other financial institutions from time to time party hereto (the "Lenders"), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the "Administrative Agent" or "Agent"). RECITALS: 1. The Borrower and the Lenders entered into an Amended and Restated Revolving Credit Agreement dated May 5, 2000 (the "Agreement). 2. The Borrower and Lender desire to amend the Agreement as provided herein. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the Borrower and the Lender agree as follows: 1. Section 7.13(b)(iii) shall hereby be amended and restated as follows: (iii) the aggregate number of Acquisitions, in any rolling twelve (12) month period since the Closing Date, does not exceed twelve (12); provided, however, that if the sum of the aggregate Revolving Credit Exposures of all Lenders plus the pro forma cost of any proposed Acquisition is less than $50,000,000, then the limitations set forth in this Section 7.13(b)(iii) shall not apply; 2. The Agreement is not amended in any other respect 3. The Borrower represents and warrants that no Event of Default has occurred under the Agreement. 4. The Borrower agrees that its obligations are valid and binding, enforceable in accordance with their respective terms, subject to no defense, counterclaim, or objection. 5. This agreement may be executed in any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. [SIGNATURE LINES CONTINUED ON THE FOLLOWING PAGES] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. BORROWER: AMSURG CORP. By: /s/ Claire M. Gulmi ------------------------------- Title: CFO ---------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] SUNTRUST BANK as Administrative Agent, as Issuing Bank, and as a Lender By: /s/ Mark D. Matthew ------------------------------- Title: Director ---------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] BANK OF AMERICA, N.A., as Syndication Agent and as a Lender By: /s/ James W. Griffin ------------------------------- Title: Senior Vice President ---------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] FIRSTAR BANK, N.A., as a Lender By: /s/ L. Alec Blanc, III ------------------------------- Title: Senior Vice President ---------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] BANK OF OKLAHOMA, N.A., as a Lender By: /s/ Heather E. Williams ------------------------------- Title: Commercial Lending Officer ---------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] FIRST TENNESSEE BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Deryl J. Bauman ------------------------------- Title: Vice President ---------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] KEY CORPORATE CAPITAL, INC., as a Lender By: /s/ Terry A. Graffis ------------------------------- Title: Senior Vice President ---------------------------- EX-10.4 4 g81425exv10w4.txt A#2 TO CREDIT AGREEMENT 02/05/03 EXHIBIT 10.4 SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "Amendment") is made and entered into as of February 5, 2003 by and among AMSURG CORP., a Tennessee corporation (the "Borrower"), the several banks and other financial institutions from time to time party hereto (the "Lenders"), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the "Administrative Agent"). RECITALS: 1. The Borrower, Lenders and Administrative Agent entered into that certain Amended and Restated Revolving Credit Agreement dated May 5, 2000, as amended by that certain First Amendment to Amended and Restated Revolving Credit Agreement dated June 22, 2001 (as amended, the "Agreement"). 2. The Borrower and Lender desire to further amend the Agreement as provided herein. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the Borrower, the Lenders and the Administrative Agent agree as follows: 1. Section 7.5 of the Agreement is hereby amended and restated as follows: SECTION 7.5 RESTRICTED PAYMENTS. Except for dividends payable from a Wholly Owned Subsidiary to the Borrower, the Borrower will not, and will not permit any of its corporate Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any dividend on any class of its stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase redemption, retirement, defeasance or other acquisition of, any shares of treasury stock (each, a "Restricted Payment"); provided however the Borrower shall be permitted to purchase in the aggregate during the term of this Agreement treasury stock totaling no greater than $25,000,000. 2. The Agreement is not amended in any other respect. 3. The Borrower represents and warrants that no Event of Default has occurred and is continuing under the Agreement 4. The Borrower agrees that its obligations are valid and binding, enforceable in accordance with their respective terms, subject to no defense, counterclaim, or objection. 5. This Amendment may be executed in any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument and will be effective upon execution by Borrower, Administrative Agent and the Required Lenders. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. BORROWER: AMSURG CORP. By: /s/ Claire M. Gulmi ------------------------------ Title: CFO --------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] SUNTRUST BANK as Administrative Agent, as Issuing Bank, and as a Lender By: /s/ Mark D. Matthew ------------------------------ Title: Director --------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] BANK OF AMERICA, N.A., as Syndication Agent and as a Lender By: /s/ Elizabeth L. Knox ------------------------------ Title: Senior Vice President --------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] US BANK, NATIONAL ASSOCIATION, successor-in-interest to Firstar Bank, N.A., as a Lender By: /s/ S.W. Choppin ------------------------------- Title: Senior Vice President ---------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] AMSOUTH BANK, as a Lender By: /s/ William H. Berrell ------------------------------ Title: Vice President --------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] STANDARD FEDERAL, N.A., successor-in-interest to Michigan National Bank, as a Lender By: /s/ Ralph P. Binggeser ----------------------------------- Title: Commercial Relationship Manager ------------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] BANK OF OKLAHOMA, N.A., as a Lender By: /s/ Heather E. Williams ------------------------------ Title: Assistant Vice President --------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] FIRST TENNESSEE BANK, NATIONAL ASSOCIATION, as a Lender By: Deryl J. Bauman ------------------------------ Title: Vice President --------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] KEY CORPORATE CAPITAL, INC., as a Lender By: /s/ Wendy Butler ------------------------------ Title: Vice President --------------------------- EX-10.5 5 g81425exv10w5.txt A#3 TO CREDIT AGREEMENT 03/04/03 EXHIBIT 10.5 THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "Third Amendment") is made and entered into as of March 4, 2003 (the "Third Amendment Date") by and among AMSURG CORP., a Tennessee corporation (the "Borrower"), the several banks and other financial institutions from time to time party hereto (the "Lenders"), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the "Administrative Agent"). RECITALS: 1. The Borrower, Administrative Agent and certain lenders entered into that certain Amended and Restated Revolving Agreement dated May 5, 2000, as amended by that certain First Amendment to Amended and Restated Revolving Agreement dated June 22, 2001 and as further amended by that certain Second Amendment to Amended and Restated Revolving Agreement dated February 5, 2003 (as amended, the "Agreement"). 2. The Borrower desires that the credit facility established under the Agreement be extended and as a result, certain lenders to the Agreement may no longer be a party thereto and additional lenders may be involved in the extended credit facility. 3. Subject to the terms and conditions of this Amendment, the Lenders severally, to the extent of their respective Commitments, are willing to extend the credit facilities to Borrower under the Agreement. 4. The Borrower, Administrative Agent and the Lenders desire to amend the Agreement as provided herein. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the Borrower, the Lenders and the Administrative Agent agree as follows: 1. Capitalized terms used herein, but not expressly defined herein, shall have the meaning given to such terms in the Agreement. In addition thereto, henceforth, the terms "Third Amendment" and "Third Amendment Date" as defined hereinabove in the preamble hereto, shall be deemed incorporated by reference into Section 1.1. of the Agreement in the appropriate alphabetical order, and made a part thereof. 2. The definition of "Applicable Margin" in Section 1.1 of the Agreement is hereby amended and restated as follows: "APPLICABLE MARGIN" shall mean with respect to the Letter of Credit Fee and all Revolving Loans outstanding on any date, the number of basis points per annum determined by reference to the applicable Leverage Ratio in effect on such date in accordance with the table set forth below, provided, that a change in the Applicable Margin resulting from a change in the Leverage Ratio shall be effective on the second Business Day after which the Borrower is required to deliver the financial statements required by Section 5.1 (a) or (b) and the compliance certificate required by Section 5.1 (c); provided further, that if at any time the Borrower shall have failed to deliver such financial statements and such certificate, the Applicable Margin shall be at Level 4 until such time as such financial statements and certificate are delivered, at which time the Applicable Margin shall be determined as provided above.

Level 1 Level 2 Level 3 Level 4 -------------- ----------------- ----------------- --------------- Leverage Ratio Less than l.0x Greater than or Greater than or Greater than or equal to l.0x and equal to 1.5x and equal to 2. Ox Less than 1.5x Less than 2.0x -------------- ----------------- ----------------- --------------- Applicable 150 175 200 225 Margin for basis points basis points basis points basis points Eurodollar Loans and Letter of Credit Fee -------------- ----------------- ----------------- --------------- Applicable 50 75 100 125 Margin for Base basis points basis points basis points basis points Rate Loans -------------- ----------------- ----------------- --------------- Commitment Fee 50.0 50.0 50.0 50.0 basis points basis points basis points basis points -------------- ----------------- ----------------- ---------------

3. The definition of "Arranger" in Section 1.1 of the Agreement is hereby amended and restated as follows: "ARRANGER" shall mean SunTrust Robinson Humphrey, a division of SunTrust Capital Markets, Inc. 4. The definition of "Assignment and Security Agreement" in Section 1.1 of the Agreement is hereby amended and restated as follows: "ASSIGNMENT AND SECURITY AGREEMENT" shall mean that certain Assignment and Security Agreement, substantially in the form of Exhibit E attached hereto, whereby Borrower (a) assigns to Administrative Agent on behalf of Lenders any and all documents executed in connection with all Intercompany Loans and Third Party Notes (except as may be excluded pursuant to Section 5.11 herein), including without limitation any notes, loan agreements, security agreements, guaranties, and financing statements, and (b) pledges to Administrative Agent on behalf of Lenders any and all collateral pledged in connection therewith. Borrower hereby grants Lenders or any of them permission to file any applicable financing statements. 2 5. The definition of "Maturity Date" in Section 1.1 of the Agreement is hereby amended and restated as follows: "Maturity Date" shall mean the earliest of (i) March 4, 2008, (ii) the date on which the Revolving Commitments are terminated pursuant to Section 2.6. and (iii) the date on which all amounts outstanding under this Agreement have been declared or have automatically become due and payable. 6. The definition of "Permitted Investments" in Section 1.1 of the Agreement is hereby amended by deleting the word "and" at the end of subsection (iv), by substituting the punctuation "." at the end of subsection (v) with "; and" and by adding the following subsection immediately after subsection (v): (vi) funds held in the grantor trust properly established by Borrower (which shall be subject to the claims of Lenders and general creditors of Borrower) for the non-qualified deferred compensation plan adopted by Borrower entitled the AmSurg Supplemental Executive Retirement Savings Plan (the "Rabbi Trust"), provided that the funds in the Rabbi Trust must be invested solely in any one or more of the Permitted Investments described in clauses (i) through (v) above. 7. The definition of "Revolving Commitment" in Section 1.1 of the Agreement is hereby amended and restated as follows: "Revolving Commitment" shall mean, with respect to each Lender, the obligation of such Lender to make Revolving Loans to the Borrower and to participate in Letters of Credit in an aggregate principal amount not exceeding the amount set forth with respect to such Lender on Schedule 1.1 (attached to the Third Amendment of this Agreement and as may hereinafter be amended or supplemented from time to time), or in the case of a Person becoming a Lender after the Third Amendment Date, the amount of the assigned "Revolving Commitment", as provided in the Assignment and Acceptance Agreement executed by such Person as an assignee, as the same may be changed pursuant to terms hereof. 8. Section 2.9(b) entitled "Mandatory Prepayments" of the Agreement is hereby amended and restated in its entirety as follows: (b) Mandatory Prepayments. The Borrower shall be required to make mandatory principal prepayments of the Revolving Loans in an amount equal to (i) 100% of the net cash proceeds in excess of $1,000,000 received by the Borrower and any of its Subsidiaries from any sale or other disposition by the Borrower and any of its Subsidiaries of any assets, and (ii) 100% of net cash proceeds received from the issuance, sale, or disposition of the Borrower's capital stock (common, preferred, or special), converted into or exchanged for capital stock, and any rights, options, warrants, and similar instruments, any equity offering or debt issuance. In addition to the mandatory principal payments of 3 Revolving Loans from the sale of assets as described above, the Aggregate Revolving Commitments shall be permanently reduced, on a pro rata basis, by an amount equal to 50% of the net proceeds received by the Borrower and any of its Subsidiaries from any sale or other disposition by the Borrower and any of its Subsidiaries of any assets that exceeds $15,000,000.00. 9. Section 5.11 entitled "Intercompany Loans and Third Party Notes" of the Agreement is hereby amended and restated in its entirety as follows: SECTION 5.11 INTERCOMPANY LOANS AND THIRD PARTY NOTES. Within fifteen (15) days after receipt of the same, the Borrower shall deliver to the Administrative Agent on behalf of all Lenders appropriate Assignment and Security Agreements, together with all notes, loan agreements, security agreements, guaranties, and financing statements evidenced thereby, obtained by the Borrower in connection with any Intercompany Loans and Third Party Notes made and/or received by Borrower at any time after the Closing Date; provided, however, that promissory notes dated after the Third Amendment Date (a) evidencing Intercompany Loans in an amount of less than $200,000.00 shall be excluded from such delivery and assignment subject to a maximum exclusion of $3,000,000.00 in the aggregate of such Intercompany Loans and (b) evidencing Third Party Notes in an amount of less than $100,000.00 shall be excluded from such delivery and assignment subject to a maximum exclusion of $1,000,000.00 in the aggregate of such Third Party Notes. 10. Article VI of the Agreement shall be amended and restated in its entirety as follows: ARTICLE VI. FINANCIAL COVENANTS The Borrower covenants and agrees that so long as any Lender has a Commitment hereunder or the principal of or interest on or any Loan remains unpaid or any fee or any LC Disbursement remains unpaid or any Letter of Credit remains outstanding: SECTION 6.1 LEVERAGE RATIO. The Borrower, on a consolidated basis and as calculated at the end of each calendar quarter, shall maintain, a Leverage Ratio of not greater than 2.50:1.0. SECTION 6.2 CONSOLIDATED TOTAL FUNDED DEBT TO CAPITALIZATION RATIO. The Borrower shall maintain, on a consolidated basis and as calculated as of the end of each calendar quarter, a ratio of Consolidated Total Funded Debt to Capitalization not to exceed 0.45 to 1.0. SECTION 6.3 FIXED CHARGE COVERAGE RATIO. The Borrower shall maintain, on a consolidated basis and as calculated at the end of each calendar quarter on a rolling four quarter basis a ratio of (a) the sum of (i) Adjusted 4 EBITDA, plus (ii) Consolidated Lease Expense, less (iii) the maintenance portion of Capital Expenditures, less cash taxes paid, to (b) the sum of (i) Consolidated Interest Expense, plus (ii) Consolidated Lease Expense, plus (iii) current maturities of long term Indebtedness, plus (iv) ten percent (10%) of the outstanding principal amount of the Revolving Loans, of not less than 1.50 to 1.0. For the purpose of calculating the Fixed Charge Coverage Ratio as set forth above, the Borrower shall calculate the ratio in a manner consistent with the calculation of Adjusted EBITDA, provided that such calculations are done in a manner reasonably calculated to comply with GAAP and the calculations are detailed and measured to the Administrative Agent's reasonable satisfaction. SECTION 6.4 CONSOLIDATED NET WORTH. The Borrower, on a consolidated basis, shall maintain at all times a Consolidated Net Worth, as measured on the last day of each fiscal quarter, of not less than (a) $194,728,000.00 plus (b) fifty percent (50%) of its cumulative positive Consolidated Net Income since December 31, 2002 plus (c) one hundred percent (100%) of the net proceeds received from the issuance, sale, or disposition of the Borrower's capital stock (common, preferred, or special), converted into or exchanged for capital stock, and any rights, options, warrants, and similar instruments from December 31, 2002 to any date of determination less (d) up to $25,000,000.00 for permitted treasury stock purchases, if applicable, from December 31, 2002 to any date of determination. 11. Section 7.1(e) of the Agreement shall be amended and restated in its entirety as follows: (e) Indebtedness that does not exceed $15,000,000 in the aggregate, inclusive of all amounts referenced in Section 7.1(b) above, but specifically excluding all Indebtedness arising under the Loan Documents. 12. Section 7.13 entitled "Acquisitions" of the Agreement shall be amended and restated in its entirety as follows: SECTION 7.13 ACQUISITIONS. (a) Without the prior written consent of the Required Lenders, the Borrower may not make any Acquisition unless such Acquisition satisfies all of the following conditions: (i) the total consideration (including cash, stock, personal property, debt assumed, and other Property) exchanged for such Acquisition does not exceed $10,000,000; (ii) the ratio of: total consideration (including cash, stock, personal property, and other Property) exchanged for such Acquisition to annual pre-tax income after GAAP adjustments less minority interest as reflected on the Acquisition Pro-Forma does not exceed 6.5 to 1.0; 5 (iii) the aggregate number of Acquisitions, in a rolling twelve (12) month period does not exceed twelve (12); provided, however that if the sum of the aggregate Revolving Credit Exposure of all Lenders plus the pro forma cost of any proposed Acquisition is less than $50,000,000.00, the limitations set forth in this Section 7.13(a)(iii) shall not apply; (iv) at least five (5) Business Days before such Acquisition, the Borrower delivers to Administrative Agent and Lenders the Acquisition Informational Package; and (v) simultaneously with the Acquisition, the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein. (b) The Borrower may not make an Acquisition that does not comply with subsection (a) hereof unless the Borrower obtains the prior approval in writing of the Required Lenders as evidenced by an Acquisition Approval Letter and satisfaction of the following conditions: (i) at least fifteen (15) Business Days prior to the proposed Acquisition the Borrower delivers to Administrative Agent and Lenders the Acquisition Informational Package (it being understood that the Lenders shall use reasonable efforts to notify the Borrower within ten (10) Business Days after receipt of the Acquisition Informational Package of their decision to approve or disapprove the proposed Acquisition); and (ii) if the Required Lenders approve the Acquisition, then simultaneously with the Acquisition, the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein. 13. Section 10.1 entitled "Notices" of the Agreement, shall be amended by replacing "SunTrust Equitable Securities" with "SunTrust Robinson Humphrey" at the same address but to the attention of Syndicated Finance. 14. Effect and Effective Date of Amendments. The effective date of the amendments to the Agreement set forth hereinabove shall be the Third Amendment Date. Except as set forth expressly herein, all terms of the Agreement shall remain unchanged. It is intended by the Parties that this Third Amendment shall not constitute a novation of the Agreement. 15. Restatement of Representations and Warranties. To induce all other parties to enter into this Third Amendment (A) each party hereby restates and renews each and every representation and warranty heretofore made by it under, or in connection with, the execution and delivery of, the Agreement; (B) each party hereby restates, ratifies and reaffirms each and every term and condition set forth in the Agreement, as amended hereby, and in the Security Documents, as amended hereby, effective as of the date hereof; and (C) each party hereby 6 certifies that no Default or Event of Default has occurred and is continuing (after giving effect to this Third Amendment). 16. Conditions Precedent. The following shall constitute express conditions precedent to any obligations of the Lenders hereunder becoming effective: (a) the Administrative Agent shall have received a fully executed, original of this Third Amendment; (b) each Lender whose Revolving Commitment is being altered as a result of this Third Amendment shall have received an Amended and Restated Revolving Credit Note executed by Borrower in conformity herewith, in exchange for such Lender's existing Revolving Credit Note; (c) each Lender issuing a new Revolving Commitment shall have received a Revolving Credit Note executed by Borrower in a form acceptable to Lender; (d) each Lender not a party to this Third Amendment shall have delivered to Borrower and Administrative Agent a payoff letter and Assignment and Acceptance setting forth the amount owed such Lender by Borrower and such other documentation as Administrative Agent may request; (e) the secretary or assistant secretary of the Borrower shall have executed and delivered to the Administrative Agent a certificate, in form satisfactory to the Administrative Agent, confirming corporate authority and officer incumbency in respect of the execution of this Third Amendment and the new Revolving Credit Notes or Amended and Restated Revolving Credit Notes described above; (f) legal counsel to the Borrower shall have issued its opinion in respect of the foregoing, in a form satisfactory to the Administrative Agent; (g) the Administrative Agent shall have received and approved the unaudited consolidated financial statements of Borrower and its Subsidiaries for the fiscal year ended 2002, including balance sheets, income and cash flow statements which have been prepared in conformity with GAAP and such other financial information as the Administrative Agent may request; (h) there shall not have occurred a material adverse change since the date of the most recently filed public filing made with the Securities and Exchange Commission, in the business, assets, liabilities (actual or contingent), operations, conditions (financial or otherwise) or prospects of Borrower and its Subsidiaries taken as a whole or in the facts and information regarding such entities as represented to date; (i) there exists no Default or Event of Default under the Agreement, Security Documents or any related documentation or instruments; 7 (j) the Administrative Agent shall have received certified copies of the articles of incorporation or other charter documents of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation of the Borrower and each other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation; (k) the Administrative Agent shall have received certified copies of all required consents, approvals, authorizations, registrations, and filings required to be made or obtained by the Borrower and all Loan Parties in connection with this Agreement; (1) the Administrative Agent shall have received duly executed Notices of Borrowing, if applicable; (m) receipt by Administrative Agent of all government, shareholder and third-party consents and approvals necessary or desirable in connection with the transactions contemplated hereby in a form acceptable to Administrative Agent; (n) receipt by Administrative Agent of all fees and other amounts due and payable on or prior to the Third Amendment Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent and filing fees, recording costs, indebtedness tax and similar expenses) required to be reimbursed or paid by the Borrower hereunder; and (o) receipt of all other documents and information as Administrative Agent may request. 17. The Borrower agrees that its obligations are valid and binding, enforceable in accordance with their respective terms, subject to no defense, counterclaim, or objection. 18. This Third Amendment may be executed in any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument and will be effective on the Third Amendment Date upon execution by Borrower, Administrative Agent and the Lenders. [SIGNATURE PAGES TO FOLLOW] 8 IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed by their respective authorized officers as of the day and year first above written. BORROWER: AMSURG CORP. By: /s/ Kevin D. Eastridge ------------------------------ Title: Vice President, Controller -------------------------- SUNTRUST BANK as Administrative Agent, as Issuing Bank, and as a Lender By: /s/ Mark D. Matthew ------------------------------ Title: Director --------------------------- BANK OF AMERICA, N.A. as Syndication Agent and as a Lender By: /s/ Elizabeth L. Knox ------------------------------ Title: Senior Vice President ---------------------------- NAME OF LENDER: U.S. BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ S.W. Choppin ------------------------------ Title: Senior Vice President ---------------------------- NAME OF LENDER: KEY CORPORATE CAPITAL INC., as a Lender By: /s/ John M. Langenderfer ------------------------------ Title: Senior Vice President ---------------------------- NAME OF LENDER: STANDARD FEDERAL BANK N.A., as a Lender By: /s/ Ralph P. Binggeser ------------------------------ Ralph P. Binggeser Title: First Vice President ---------------------------- SCHEDULE 1.1 REVOLVING COMMITMENT AMOUNTS OF LENDERS

LENDER REVOLVING COMMITMENT ------ -------------------- SunTrust Bank $25,000,000 Bank of America, N.A. 22,500,000 US Bank National Association 20,000,000 Key Corporate Capital Inc. 20,000,000 Standard Federal Bank N.A. 12,500,000

EX-21 6 g81425exv21.txt SUBSIDIARIES OF AMSURG . . . EXHIBIT 21 SUBSIDIARY LIST As of March 20, 2003 Page (1 of 3)

STATE OF OWNERSHIP NAME OF SUBSIDIARY ORGANIZATION OWNED BY PERCENTAGE - ---------------------------------- ------------ ------------ ---------- AmSurg KEC, Inc. TN AmSurg Corp. 100% The Endoscopy Center of Knoxville, L.P. TN AmSurg KEC, Inc. 51% AmSurg EC Topeka, Inc. TN AmSurg Corp. 100% The Endoscopy Center of Topeka, L.P. TN AmSurg EC Topeka, Inc. 51% AmSurg EC St. Thomas, Inc. TN AmSurg Corp. 100% The Endoscopy Center of St. Thomas, L.P. TN AmSurg EC St. Thomas, Inc. 60% AmSurg EC Centennial, Inc. TN AmSurg Corp. 100% The Endoscopy Center of Centennial, L.P. TN AmSurg EC Centennial, Inc. 51% AmSurg EC Beaumont, Inc. TN AmSurg Corp. 100% The Endoscopy Center of Southeast Texas, TN AmSurg EC Beaumont, Inc. 51% L.P. AmSurg EC Santa Fe, Inc. TN AmSurg Corp. 100% The Endoscopy Center of Santa Fe, L.P. TN AmSurg EC Santa Fe, Inc. 60% AmSurg EC Washington, Inc. TN AmSurg Corp. 100% The Endoscopy Center of Washington D.C., TN AmSurg EC Washington, Inc. 51% L.P. AmSurg Torrance, Inc. TN AmSurg Corp. 100% The Endoscopy Center of the South Bay, L.P. TN AmSurg Torrance, Inc. 51% AmSurg Encino, Inc. TN AmSurg Corp. 100% The Valley Endoscopy Center, L.P. TN AmSurg Encino, Inc. 51% AmSurg Brevard, Inc. TN AmSurg Corp. 100% The Ophthalmology Center of Brevard, L.P. TN AmSurg Brevard, Inc. 51% AmSurg Sebastopol, Inc. TN AmSurg Corp. 100% The Sebastopol ASC, L.P. TN AmSurg Sebastopol, Inc. 60% AmSurg Abilene, Inc. TN AmSurg Corp. 100% The Abilene ASC, L.P. TN AmSurg Abilene, Inc. 60% AmSurg Lorain, Inc. TN AmSurg Corp. 100% The Lorain ASC, L.P. TN AmSurg Lorain, Inc. 51% AmSurg Maryville, Inc. TN AmSurg Corp. 100% The Maryville ASC TN AmSurg Maryville, Inc. 55% AmSurg Miami, Inc. TN AmSurg Corp. 100% The Miami ASC, L.P. TN AmSurg Miami, Inc. 51% AmSurg Melbourne, Inc. TN AmSurg Corp. 100% The Melbourne ASC, L.P. TN AmSurg Melbourne, Inc. 67.33% AmSurg Hillmont, Inc. TN AmSurg Corp. 100% The Hillmont ASC, L.P. TN AmSurg Hillmont, Inc. 51% AmSurg Northwest Florida, Inc. TN AmSurg Corp. 100% The Northwest Florida ASC, L.P. TN AmSurg Northwest Florida, Inc. 51% AmSurg Palmetto, Inc. TN AmSurg Corp. 100% The Palmetto ASC, L.P. TN AmSurg Palmetto, Inc. 51% AmSurg Ocala, Inc. TN AmSurg Corp. 100% The Ocala Endoscopy ASC, L.P. TN AmSurg Ocala, Inc. 51% The Ocala Endoscopy Anesthesia, LLC TN The Ocala Endoscopy ASC, L.P. 48% AmSurg South Florida Network, Inc. TN AmSurg Corp. 100% The GI Network of South Florida, L.P. TN AmSurg South Florida Network, Inc. 51%

SUBSIDIARY LIST As of March 20, 2003 Page (2 of 3)

STATE OF OWNERSHIP NAME OF SUBSIDIARY ORGANIZATION OWNED BY PERCENTAGE - ---------------------------------- ------------ ------------ ---------- AmSurg Crystal River, Inc. TN AmSurg Corp. 100% The Crystal River Endoscopy ASC, L.P. TN AmSurg Crystal River, Inc. 51% AmSurg Abilene Eye, Inc. TN AmSurg Corp. 100% The Abilene Eye ASC, L.P. TN AmSurg Abilene Eye, Inc. 51% AmSurg El Paso, Inc. TN AmSurg Corp. 100% The El Paso ASC, L.P. TN AmSurg El Paso, Inc. 51% AmSurg Westlake, Inc. TN AmSurg Corp. 100% The Westlake Ophthalmology ASC, L.P. TN AmSurg Westlake, Inc. 57% AmSurg FL EyeCare Network, Inc. TN AmSurg Corp. 100% The Southeast EyeCare Network, L.P. TN AmSurg FL EyeCare Network, Inc. 51% AmSurg Naples, Inc. TN AmSurg Corp. 100% The Naples Endoscopy ASC, L.P. TN AmSurg Naples, Inc. 60% The AmSurg Naples Ancilliary Company, LLC TN AmSurg Holdings, Inc. 50% The Naples Endoscopy Anesthesia, LLC TN The Naples Endoscopy ASC, L.P. 50% AmSurg La Jolla, Inc. TN AmSurg Corp. 100% The La Jolla Endoscopy Center, L.P. TN AmSurg La Jolla, Inc. 51% AmSurg Burbank, Inc. TN AmSurg Corp. 100% The Burbank Ophthalmology ASC, L.P. TN AmSurg Burbank, Inc. 51% AmSurg Inglewood, Inc. TN AmSurg Corp. 100% The Los Angeles/Inglewood Endoscopy ASC, TN AmSurg Inglewood, Inc. 51% L.P. AmSurg Glendale, Inc. TN AmSurg Corp. 100% The Glendale Ophthalmology ASC, L.P. TN AmSurg Glendale, Inc. 51% AmSurg Harlingen, Inc. TN AmSurg Corp. 100% The Harlingen Endoscopy Center, L.P. TN AmSurg Harlingen, Inc. 51% AmSurg Suncoast, Inc. TN AmSurg Corp. 100% The Suncoast Endoscopy ASC, L.P. TN AmSurg Suncoast, Inc. 51% AmSurg Weslaco, Inc. TN AmSurg Corp. 100% The Weslaco Ophthalmology ASC, L.P. TN AmSurg Weslaco, Inc. 51% AmSurg Largo, Inc. TN AmSurg Corp. 100% AmSurg Dade County, Inc. TN AmSurg Corp. 100% AmSurg ENT Brevard, Inc. TN AmSurg Corp. 100% AmSurg Miami Urology, Inc. TN AmSurg Corp. 100% AmSurg SWFLA, Inc. TN AmSurg Corp. 100% AmSurg Holdings, Inc. TN AmSurg Corp. 100% The Knoxville Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The West Monroe Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% Montgomery Eye Surgery Center, LLC TN AmSurg Holdings, Inc. 51% EyeCare Consultants Surgery Center, LLC TN AmSurg Holdings, Inc. 51% The Sidney ASC, LLC TN AmSurg Holdings, Inc. 51% The Cleveland ASC, LLC TN AmSurg Holdings, Inc. 51% The Milwaukee ASC, LLC TN AmSurg Holdings, Inc. 51% The Pinnacle EyeCare Network, LLC TN AmSurg Holdings, Inc. 51% The Columbia ASC, LLC TN AmSurg Holdings, Inc. 51% The Wichita Orthopaedic ASC, LLC TN AmSurg Holdings, Inc. 51% The Minneapolis Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Willoughby ASC, LLC TN AmSurg Holdings, Inc. 51% The Westglen Endoscopy Center, LLC TN AmSurg Holdings, Inc. 51% The West Texas EyeCare Network, LLC TN AmSurg Holdings, Inc. 51% West Texas Preferred Vision Care, L.L.C. TN The West Texas EyeCare Network, LLC 50% The Chevy Chase ASC, LLC TN AmSurg Holdings, Inc. 51% The Oklahoma City ASC, LLC TN AmSurg Holdings, Inc. 51% The Mountain West Gastroenterology ASC, LLC TN AmSurg Holdings, Inc. 51% The Cincinnati ASC, LLC TN AmSurg Holdings, Inc. 51% The Fayetteville ASC, LLC TN AmSurg Holdings, Inc. 51% The Independence ASC, LLC TN AmSurg Holdings, Inc. 60% AmSurg Northern Kentucky GI, LLC TN AmSurg Holdings, Inc. 51% AmSurg Louisville GI, LLC TN AmSurg Holdings, Inc. 51%

SUBSIDIARY LIST As of March 20, 2003 Page (3 of 3)

STATE OF OWNERSHIP NAME OF SUBSIDIARY ORGANIZATION OWNED BY PERCENTAGE - ---------------------------------- ------------ ------------ ---------- AmSurg Kentucky Ophthalmology, LLC TN AmSurg Holdings, Inc. 51% The Phoenix Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Toledo Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Midwest GI Network, LLC TN AmSurg Holdings, Inc. 33.33% Financial 51% Governance The Englewood ASC, LLC TN AmSurg Holdings, Inc. 51% The Sun City Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 52.8% The Cape Coral/Ft. Myers Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Cape Coral/Ft. Myers Anesthesia, LLC TN The Cape Coral/Ft. Myers 48% Endoscopy ASC, LLC The Baltimore Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 60% The Boca Raton Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Minneapolis Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Florham Park Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The West Texas GI Network, LLC TN AmSurg Holdings, Inc. 51% Northside Gastroenterology Endoscopy IN AmSurg Holdings, Inc. 51% Center, LLC The Chattanooga Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Mount Dora Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 54% The Oakhurst Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Seneca PA ASC, LLC TN AmSurg Holdings, Inc. 51% The Tamarac Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Waldorf Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Sarasota Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Melbourne Premiere Senior Refractive, TN AmSurg Holdings, Inc. 51% LLC The Melbourne RC, LLC TN The Melbourne Premiere Senior 100% Refractive, LLC The Las Vegas Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 60% The Sarasota Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Middletown Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Dover Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 60% The Surgery Center of Middle Tennessee, LLC TN AmSurg Holdings, Inc. 51% The Surgery Center of Coral Gables, LLC TN AmSurg Holdings, Inc. 55% The Greensboro Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Kingston Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Kingston Anesthesia, LLC TN AmSurg Holdings, Inc. 51% The Las Vegas East Ophthalmology ASC, LLC NV AmSurg Holdings, Inc. 60% The Blue Ridge/Clemson Orthopaedic ASC, LLC TN AmSurg Holdings, Inc. 51% The Hutchinson Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Sunrise Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Metairie Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 60% The Southern Alabama Surgery Center, LLC AL AmSurg Holdings, Inc. 51% The Ft. Myers Digestive Health and Pain ASC, LLC TN AmSurg Holdings, Inc. 51% The Ft. Myers Digestive Health Anesthesia, LLC TN The Ft. Myers Digestive 48% Health and Pain ASC, LLC The Bel Air Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% Bloomfield Eye Surgery Center, LLC TN AmSurg Holdings, Inc. 51% The Zephyrhills Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% Mercer County Surgery Center, LLC TN AmSurg Holdings, Inc. 51% MBO Surgery, LLC NJ AmSurg Holdings, Inc. 51% The Brandon Urology ASC, LLC TN AmSurg Holdings, Inc. 51% Atlantic Coastal Surgery Center, LLC DE AmSurg Holdings, Inc. 51% The Akron Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Newark Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Southfield Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Johnstown Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Columbia ASC Northwest, LLC TN AmSurg Holdings, Inc. 51% The Alexandria Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Jackson Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Paducah Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Greenville ASC, LLC TN AmSurg Holdings, Inc. 51% The Columbia TN Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Rogers AR Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Tulsa OK Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Ft. Myers FL Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The New Orleans LA Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Peoria AZ Multi ASC, LLC TN AmSurg Holdings, Inc. 51% The Columbus OH Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Columbia MD Orthopaedic ASC, LLC TN AmSurg Holdings, Inc. 51% The Mesa AZ Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Kingsport TN Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Lewes DE Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Winter Haven/Sebring FL Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Los Alamos NM Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Clearwater Orthopaedic ASC, LLC TN AmSurg Holdings, Inc. 100% The Bradenton Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 100% The Marion Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 100% The Youngstown Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 100% The Tulsa Endsocopy ASC, LLC TN AmSurg Holdings, Inc. 100% AmSurg-Las Vegas, LLC TN AmSurg Holdings, Inc. 100% The Voorhees NJ Endsocopy ASC, LLC TN AmSurg Holdings, Inc. 100% The Hickory NC Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 100%

EX-23 7 g81425exv23.txt CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statements No. 333-41961, No. 333-33576, No. 333-56950, No. 333-65748, No. 333-81880 and No. 333-90156 of AmSurg Corp. on Form S-8 of our report dated February 14, 2003, except for Notes 5 and 13, as to which the date is March 26, 2003 (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the Company changing its method of accounting for goodwill and other intangible assets), included in the Annual Report on Form 10-K of AmSurg Corp. for the year ended December 31, 2002, and of our report dated February 14, 2003 relating to the financial statement schedule appearing in the Annual Report on Form 10-K of AmSurg Corp. for the year ended December 31, 2002. /s/ DELOITTE & TOUCHE LLP Nashville, Tennessee March 26, 2003 EX-99.1 8 g81425exv99w1.txt CERTIFICATION OF CEO EXHIBIT 99.1 AMSURG CORP. CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of AmSurg Corp. (the "Company") on Form 10-K for the period ending December 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ken P. McDonald, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Ken P. McDonald ------------------------------ Ken P. McDonald President and Chief Executive Officer of the Company March 28, 2003 A signed original of this written statement required by Section 906 has been provided to AmSurg Corp. and will be retained by AmSurg Corp. and furnished to the Securities and Exchange Commission or its staff upon request. EX-99.2 9 g81425exv99w2.txt CERTIFICATION OF CFO EXHIBIT 99.2 AMSURG CORP. CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of AmSurg Corp. (the "Company") on Form 10-K for the period ending December 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Claire M. Gulmi, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Claire M. Gulmi ------------------------------ Claire M. Gulmi Senior Vice President and Chief Financial Officer of the Company March 28, 2003 A signed original of this written statement required by Section 906 has been provided to AmSurg Corp. and will be retained by AmSurg Corp. and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.3

                                                                    EXHIBIT 10.3



                               FIRST AMENDMENT TO
                 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


         THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
(this "Agreement") is made and entered into as of June 22, 2001 by and
among AMSURG CORP., a Tennessee corporation (the "Borrower"), the several banks
and other financial institutions from time to time party hereto (the "Lenders"),
and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the
"Administrative Agent" or "Agent").

                                    RECITALS:

         1.       The Borrower and the Lenders entered into an Amended and
Restated Revolving Credit Agreement dated May 5, 2000 (the "Agreement).

         2.       The Borrower and Lender desire to amend the Agreement as
provided herein.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the Borrower and the Lender agree as follows:

         1.       Section 7.13(b)(iii) shall hereby be amended and restated as
follows:

                           (iii)    the aggregate number of Acquisitions, in any
                  rolling twelve (12) month period since the Closing Date, does
                  not exceed twelve (12); provided, however, that if the sum of
                  the aggregate Revolving Credit Exposures of all Lenders plus
                  the pro forma cost of any proposed Acquisition is less than
                  $50,000,000, then the limitations set forth in this Section
                  7.13(b)(iii) shall not apply;

         2.       The Agreement is not amended in any other respect

         3.       The Borrower represents and warrants that no Event of Default
has occurred under the Agreement.

         4.       The Borrower agrees that its obligations are valid and
binding, enforceable in accordance with their respective terms, subject to no
defense, counterclaim, or objection.

         5.       This agreement may be executed in any number of separate
counterparts (including by telecopy), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.


               [SIGNATURE LINES CONTINUED ON THE FOLLOWING PAGES]

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.


                                             BORROWER:

                                             AMSURG CORP.



                                             By: /s/ Claire M. Gulmi
                                                -------------------------------

                                             Title:  CFO
                                                   ----------------------------



                      [SIGNATURES CONTINUED ON NEXT PAGE]

                                             SUNTRUST BANK
                                             as Administrative Agent, as Issuing
                                             Bank, and as a Lender



                                             By: /s/ Mark D. Matthew
                                                -------------------------------

                                             Title:  Director
                                                   ----------------------------



                      [SIGNATURES CONTINUED ON NEXT PAGE]

                                             BANK OF AMERICA, N.A.,
                                             as Syndication Agent and as a
                                             Lender



                                             By: /s/ James W. Griffin
                                                -------------------------------

                                             Title:  Senior Vice President
                                                   ----------------------------



                      [SIGNATURES CONTINUED ON NEXT PAGE]

                                             FIRSTAR BANK, N.A.,
                                             as a Lender



                                             By:  /s/ L. Alec Blanc, III
                                                -------------------------------

                                             Title:  Senior Vice President
                                                   ----------------------------



                      [SIGNATURES CONTINUED ON NEXT PAGE]

                                             BANK OF OKLAHOMA, N.A.,
                                             as a Lender


                                             By: /s/ Heather E. Williams
                                                -------------------------------

                                             Title:  Commercial Lending Officer
                                                   ----------------------------



                      [SIGNATURES CONTINUED ON NEXT PAGE]

                                             FIRST TENNESSEE BANK, NATIONAL
                                             ASSOCIATION, as a Lender


                                             By: /s/ Deryl J. Bauman
                                                -------------------------------

                                             Title:  Vice President
                                                   ----------------------------



                      [SIGNATURES CONTINUED ON NEXT PAGE]

                                             KEY CORPORATE CAPITAL, INC., as a
                                             Lender



                                             By: /s/ Terry A. Graffis
                                                -------------------------------

                                             Title:  Senior Vice President
                                                   ----------------------------

EX-10.4

                                                                    EXHIBIT 10.4



                               SECOND AMENDMENT TO
                 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


         THIS SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (this "Amendment") is made and entered into as of February 5, 2003 by
and among AMSURG CORP., a Tennessee corporation (the "Borrower"), the several
banks and other financial institutions from time to time party hereto (the
"Lenders"), and SUNTRUST BANK, in its capacity as Administrative Agent for the
Lenders (the "Administrative Agent").

                                    RECITALS:

         1.       The Borrower, Lenders and Administrative Agent entered into
that certain Amended and Restated Revolving Credit Agreement dated May 5, 2000,
as amended by that certain First Amendment to Amended and Restated Revolving
Credit Agreement dated June 22, 2001 (as amended, the "Agreement").


         2.       The Borrower and Lender desire to further amend the Agreement
as provided herein.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the Borrower, the Lenders and the Administrative Agent
agree as follows:

         1.       Section 7.5 of the Agreement is hereby amended and restated as

follows:

                  SECTION 7.5 RESTRICTED PAYMENTS. Except for dividends payable
         from a Wholly Owned Subsidiary to the Borrower, the Borrower will not,
         and will not permit any of its corporate Subsidiaries to, declare or
         make, or agree to pay or make, directly or indirectly, any dividend on
         any class of its stock, or make any payment on account of, or set
         apart assets for a sinking or other analogous fund for, the purchase
         redemption, retirement, defeasance or other acquisition of, any shares
         of treasury stock (each, a "Restricted Payment"); provided however the
         Borrower shall be permitted to purchase in the aggregate during the
         term of this Agreement treasury stock totaling no greater than
         $25,000,000.

         2.       The Agreement is not amended in any other respect.

         3.       The Borrower represents and warrants that no Event of Default
has occurred and is continuing under the Agreement

         4.       The Borrower agrees that its obligations are valid and
binding, enforceable in accordance with their respective terms, subject to no
defense, counterclaim, or objection.

         5.       This Amendment may be executed in any number of separate
counterparts (including by telecopy), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument and will be
effective upon execution by Borrower, Administrative Agent and the Required
Lenders.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.


                                             BORROWER:

                                             AMSURG CORP.



                                             By: /s/ Claire M. Gulmi
                                                 ------------------------------

                                             Title: CFO
                                                    ---------------------------



                      [SIGNATURES CONTINUED ON NEXT PAGE]

                                             SUNTRUST BANK
                                             as Administrative Agent, as Issuing
                                             Bank, and as a Lender



                                             By: /s/ Mark D. Matthew
                                                 ------------------------------

                                             Title: Director
                                                    ---------------------------



                      [SIGNATURES CONTINUED ON NEXT PAGE]

                                             BANK OF AMERICA, N.A.,
                                             as Syndication Agent and as a
                                             Lender



                                             By: /s/ Elizabeth L. Knox
                                                 ------------------------------

                                             Title: Senior Vice President
                                                    ---------------------------



                      [SIGNATURES CONTINUED ON NEXT PAGE]

                                           US BANK, NATIONAL ASSOCIATION,
                                           successor-in-interest to Firstar
                                           Bank, N.A., as a Lender



                                           By: /s/ S.W. Choppin
                                               -------------------------------

                                           Title: Senior Vice President
                                                  ----------------------------



                      [SIGNATURES CONTINUED ON NEXT PAGE]

                                             AMSOUTH BANK,
                                             as a Lender


                                             By: /s/ William H. Berrell
                                                 ------------------------------

                                             Title: Vice President
                                                    ---------------------------



                      [SIGNATURES CONTINUED ON NEXT PAGE]

                                    STANDARD FEDERAL, N.A.,
                                    successor-in-interest to Michigan
                                    National Bank, as a Lender


                                    By: /s/ Ralph P. Binggeser
                                        -----------------------------------

                                    Title: Commercial Relationship Manager
                                           -------------------------------



                      [SIGNATURES CONTINUED ON NEXT PAGE]

                                             BANK OF OKLAHOMA, N.A.,
                                             as a Lender


                                             By: /s/ Heather E. Williams
                                                 ------------------------------

                                             Title: Assistant Vice President
                                                    ---------------------------



                      [SIGNATURES CONTINUED ON NEXT PAGE]

                                             FIRST TENNESSEE BANK, NATIONAL
                                             ASSOCIATION, as a Lender


                                             By: Deryl J. Bauman
                                                 ------------------------------

                                             Title: Vice President
                                                    ---------------------------



                      [SIGNATURES CONTINUED ON NEXT PAGE]

                                             KEY CORPORATE CAPITAL, INC., as a
                                             Lender


                                             By: /s/ Wendy Butler
                                                 ------------------------------

                                             Title: Vice President
                                                    ---------------------------

EX-10.5

                                                                    EXHIBIT 10.5



                               THIRD AMENDMENT TO
                 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

         THIS THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
(this "Third Amendment") is made and entered into as of March 4, 2003 (the
"Third Amendment Date") by and among AMSURG CORP., a Tennessee corporation (the
"Borrower"), the several banks and other financial institutions from time to
time party hereto (the "Lenders"), and SUNTRUST BANK, in its capacity as
Administrative Agent for the Lenders (the "Administrative Agent").

                                    RECITALS:

         1.       The Borrower, Administrative Agent and certain lenders entered
into that certain Amended and Restated Revolving Agreement dated May 5, 2000, as
amended by that certain First Amendment to Amended and Restated Revolving
Agreement dated June 22, 2001 and as further amended by that certain Second
Amendment to Amended and Restated Revolving Agreement dated February 5, 2003 (as
amended, the "Agreement").

         2.       The Borrower desires that the credit facility established
under the Agreement be extended and as a result, certain lenders to the
Agreement may no longer be a party thereto and additional lenders may be
involved in the extended credit facility.

         3.       Subject to the terms and conditions of this Amendment, the
Lenders severally, to the extent of their respective Commitments, are willing to
extend the credit facilities to Borrower under the Agreement.

         4.       The Borrower, Administrative Agent and the Lenders desire to
amend the Agreement as provided herein.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the Borrower, the Lenders and the Administrative Agent
agree as follows:

         1.       Capitalized terms used herein, but not expressly defined
herein, shall have the meaning given to such terms in the Agreement. In addition
thereto, henceforth, the terms "Third Amendment" and "Third Amendment Date" as
defined hereinabove in the preamble hereto, shall be deemed incorporated by
reference into Section 1.1. of the Agreement in the appropriate alphabetical
order, and made a part thereof.

         2.       The definition of "Applicable Margin" in Section 1.1 of the
Agreement is hereby amended and restated as follows:

                  "APPLICABLE MARGIN" shall mean with respect to the Letter of
         Credit Fee and all Revolving Loans outstanding on any date, the number
         of basis points per annum determined by reference to the applicable
         Leverage Ratio in effect on such date in accordance with the table set
         forth below, provided, that a change in the Applicable Margin resulting
         from a change in the Leverage Ratio shall be effective on the second
         Business Day after which the Borrower is required to deliver the
         financial statements required by Section 5.1 (a) or (b) and the




         compliance certificate required by Section 5.1 (c); provided further,
         that if at any time the Borrower shall have failed to deliver such
         financial statements and such certificate, the Applicable Margin shall
         be at Level 4 until such time as such financial statements and
         certificate are delivered, at which time the Applicable Margin shall be
         determined as provided above.



                           Level 1             Level 2              Level 3             Level 4
                        --------------    -----------------    -----------------    ---------------
                                                                        
Leverage Ratio          Less than l.0x     Greater than or      Greater than or     Greater than or
                                          equal to l.0x and    equal to 1.5x and     equal to 2. Ox
                                           Less than 1.5x       Less than 2.0x
                        --------------    -----------------    -----------------    ---------------
Applicable                   150                 175                  200                 225
Margin for               basis points       basis points         basis points        basis points
Eurodollar Loans
and Letter of
Credit Fee
                        --------------    -----------------    -----------------    ---------------
Applicable                    50                  75                  100                 125
Margin for Base          basis points       basis points         basis points        basis points
Rate Loans
                        --------------    -----------------    -----------------    ---------------
Commitment Fee                50.0                50.0                 50.0                50.0
                         basis points       basis points         basis points        basis points
                        --------------    -----------------    -----------------    ---------------



         3.       The definition of "Arranger" in Section 1.1 of the Agreement
is hereby amended and restated as follows:

                  "ARRANGER" shall mean SunTrust Robinson Humphrey, a division
         of SunTrust Capital Markets, Inc.

         4.       The definition of "Assignment and Security Agreement" in
Section 1.1 of the Agreement is hereby amended and restated as follows:

                  "ASSIGNMENT AND SECURITY AGREEMENT" shall mean that certain
         Assignment and Security Agreement, substantially in the form of Exhibit
         E attached hereto, whereby Borrower (a) assigns to Administrative Agent
         on behalf of Lenders any and all documents executed in connection with
         all Intercompany Loans and Third Party Notes (except as may be excluded
         pursuant to Section 5.11 herein), including without limitation any
         notes, loan agreements, security agreements, guaranties, and financing
         statements, and (b) pledges to Administrative Agent on behalf of
         Lenders any and all collateral pledged in connection therewith.
         Borrower hereby grants Lenders or any of them permission to file any
         applicable financing statements.


                                        2


         5.       The definition of "Maturity Date" in Section 1.1 of the
Agreement is hereby amended and restated as follows:

                  "Maturity Date" shall mean the earliest of (i) March 4, 2008,
         (ii) the date on which the Revolving Commitments are terminated
         pursuant to Section 2.6. and (iii) the date on which all amounts
         outstanding under this Agreement have been declared or have
         automatically become due and payable.

         6.       The definition of "Permitted Investments" in Section 1.1 of
the Agreement is hereby amended by deleting the word "and" at the end of
subsection (iv), by substituting the punctuation "." at the end of subsection
(v) with "; and" and by adding the following subsection immediately after
subsection (v):

                  (vi)     funds held in the grantor trust properly established
         by Borrower (which shall be subject to the claims of Lenders and
         general creditors of Borrower) for the non-qualified deferred
         compensation plan adopted by Borrower entitled the AmSurg Supplemental
         Executive Retirement Savings Plan (the "Rabbi Trust"), provided that
         the funds in the Rabbi Trust must be invested solely in any one or
         more of the Permitted Investments described in clauses (i) through (v)
         above.

         7.       The definition of "Revolving Commitment" in Section 1.1 of the
Agreement is hereby amended and restated as follows:

                  "Revolving Commitment" shall mean, with respect to each
         Lender, the obligation of such Lender to make Revolving Loans to the
         Borrower and to participate in Letters of Credit in an aggregate
         principal amount not exceeding the amount set forth with respect to
         such Lender on Schedule 1.1 (attached to the Third Amendment of this
         Agreement and as may hereinafter be amended or supplemented from time
         to time), or in the case of a Person becoming a Lender after the Third
         Amendment Date, the amount of the assigned "Revolving Commitment", as
         provided in the Assignment and Acceptance Agreement executed by such
         Person as an assignee, as the same may be changed pursuant to terms
         hereof.

         8.       Section 2.9(b) entitled "Mandatory Prepayments" of the
Agreement is hereby amended and restated in its entirety as follows:

                  (b)      Mandatory Prepayments. The Borrower shall be required
         to make mandatory principal prepayments of the Revolving Loans in an
         amount equal to (i) 100% of the net cash proceeds in excess of
         $1,000,000 received by the Borrower and any of its Subsidiaries from
         any sale or other disposition by the Borrower and any of its
         Subsidiaries of any assets, and (ii) 100% of net cash proceeds received
         from the issuance, sale, or disposition of the Borrower's capital stock
         (common, preferred, or special), converted into or exchanged for
         capital stock, and any rights, options, warrants, and similar
         instruments, any equity offering or debt issuance. In addition to the
         mandatory principal payments of


                                        3


         Revolving Loans from the sale of assets as described above, the
         Aggregate Revolving Commitments shall be permanently reduced, on a pro
         rata basis, by an amount equal to 50% of the net proceeds received by
         the Borrower and any of its Subsidiaries from any sale or other
         disposition by the Borrower and any of its Subsidiaries of any assets
         that exceeds $15,000,000.00.

         9.       Section 5.11 entitled "Intercompany Loans and Third Party
Notes" of the Agreement is hereby amended and restated in its entirety as
follows:

                  SECTION 5.11      INTERCOMPANY LOANS AND THIRD PARTY NOTES.
         Within fifteen (15) days after receipt of the same, the Borrower shall
         deliver to the Administrative Agent on behalf of all Lenders
         appropriate Assignment and Security Agreements, together with all
         notes, loan agreements, security agreements, guaranties, and financing
         statements evidenced thereby, obtained by the Borrower in connection
         with any Intercompany Loans and Third Party Notes made and/or received
         by Borrower at any time after the Closing Date; provided, however,
         that promissory notes dated after the Third Amendment Date (a)
         evidencing Intercompany Loans in an amount of less than $200,000.00
         shall be excluded from such delivery and assignment subject to a
         maximum exclusion of $3,000,000.00 in the aggregate of such
         Intercompany Loans and (b) evidencing Third Party Notes in an amount of
         less than $100,000.00 shall be excluded from such delivery and
         assignment subject to a maximum exclusion of $1,000,000.00 in the
         aggregate of such Third Party Notes.

         10.      Article VI of the Agreement shall be amended and restated in
its entirety as follows:

                                   ARTICLE VI.

                               FINANCIAL COVENANTS

                  The Borrower covenants and agrees that so long as any Lender
         has a Commitment hereunder or the principal of or interest on or any
         Loan remains unpaid or any fee or any LC Disbursement remains unpaid or
         any Letter of Credit remains outstanding:

                  SECTION 6.1       LEVERAGE RATIO. The Borrower, on a
         consolidated basis and as calculated at the end of each calendar
         quarter, shall maintain, a Leverage Ratio of not greater than 2.50:1.0.

                  SECTION 6.2      CONSOLIDATED TOTAL FUNDED DEBT TO
         CAPITALIZATION RATIO. The Borrower shall maintain, on a consolidated
         basis and as calculated as of the end of each calendar quarter, a ratio
         of Consolidated Total Funded Debt to Capitalization not to exceed 0.45
         to 1.0.

                  SECTION 6.3       FIXED CHARGE COVERAGE RATIO. The Borrower
         shall maintain, on a consolidated basis and as calculated at the end of
         each calendar quarter on a rolling four quarter basis a ratio of (a)
         the sum of (i) Adjusted


                                        4


         EBITDA, plus (ii) Consolidated Lease Expense, less (iii) the
         maintenance portion of Capital Expenditures, less cash taxes paid, to
         (b) the sum of (i) Consolidated Interest Expense, plus (ii)
         Consolidated Lease Expense, plus (iii) current maturities of long term
         Indebtedness, plus (iv) ten percent (10%) of the outstanding principal
         amount of the Revolving Loans, of not less than 1.50 to 1.0.

                  For the purpose of calculating the Fixed Charge Coverage Ratio
         as set forth above, the Borrower shall calculate the ratio in a manner
         consistent with the calculation of Adjusted EBITDA, provided that such
         calculations are done in a manner reasonably calculated to comply with
         GAAP and the calculations are detailed and measured to the
         Administrative Agent's reasonable satisfaction.

                  SECTION 6.4       CONSOLIDATED NET WORTH. The Borrower, on a
         consolidated basis, shall maintain at all times a Consolidated Net
         Worth, as measured on the last day of each fiscal quarter, of not less
         than (a) $194,728,000.00 plus (b) fifty percent (50%) of its cumulative
         positive Consolidated Net Income since December 31, 2002 plus (c) one
         hundred percent (100%) of the net proceeds received from the issuance,
         sale, or disposition of the Borrower's capital stock (common,
         preferred, or special), converted into or exchanged for capital stock,
         and any rights, options, warrants, and similar instruments from
         December 31, 2002 to any date of determination less (d) up to
         $25,000,000.00 for permitted treasury stock purchases, if applicable,
         from December 31, 2002 to any date of determination.

         11.      Section 7.1(e) of the Agreement shall be amended and restated
in its entirety as follows:

                  (e)      Indebtedness that does not exceed $15,000,000 in the
         aggregate, inclusive of all amounts referenced in Section 7.1(b) above,
         but specifically excluding all Indebtedness arising under the Loan
         Documents.

         12.      Section 7.13 entitled "Acquisitions" of the Agreement shall be
amended and restated in its entirety as follows:

         SECTION 7.13      ACQUISITIONS.

                  (a)      Without the prior written consent of the Required
         Lenders, the Borrower may not make any Acquisition unless such
         Acquisition satisfies all of the following conditions:

                           (i)      the total consideration (including cash,
                  stock, personal property, debt assumed, and other Property)
                  exchanged for such Acquisition does not exceed $10,000,000;

                           (ii)     the ratio of: total consideration (including
                  cash, stock, personal property, and other Property) exchanged
                  for such Acquisition to annual pre-tax income after GAAP
                  adjustments less minority interest as reflected on the
                  Acquisition Pro-Forma does not exceed 6.5 to 1.0;


                                        5


                           (iii)    the aggregate number of Acquisitions, in a
                  rolling twelve (12) month period does not exceed twelve (12);
                  provided, however that if the sum of the aggregate Revolving
                  Credit Exposure of all Lenders plus the pro forma cost of any
                  proposed Acquisition is less than $50,000,000.00, the
                  limitations set forth in this Section 7.13(a)(iii) shall not
                  apply;

                           (iv)     at least five (5) Business Days before such
                  Acquisition, the Borrower delivers to Administrative Agent and
                  Lenders the Acquisition Informational Package; and

                           (v)      simultaneously with the Acquisition, the
                  Borrower shall deliver to Administrative Agent the
                  documentation and agreements required by Section 5.10 herein.

                  (b)      The Borrower may not make an Acquisition that does
         not comply with subsection (a) hereof unless the Borrower obtains the
         prior approval in writing of the Required Lenders as evidenced by an
         Acquisition Approval Letter and satisfaction of the following
         conditions:

                           (i)      at least fifteen (15) Business Days prior to
                  the proposed Acquisition the Borrower delivers to
                  Administrative Agent and Lenders the Acquisition Informational
                  Package (it being understood that the Lenders shall use
                  reasonable efforts to notify the Borrower within ten (10)
                  Business Days after receipt of the Acquisition Informational
                  Package of their decision to approve or disapprove the
                  proposed Acquisition); and

                           (ii)     if the Required Lenders approve the
                  Acquisition, then simultaneously with the Acquisition, the
                  Borrower shall deliver to Administrative Agent the
                  documentation and agreements required by Section 5.10 herein.

         13.      Section 10.1 entitled "Notices" of the Agreement, shall be
amended by replacing "SunTrust Equitable Securities" with "SunTrust Robinson
Humphrey" at the same address but to the attention of Syndicated Finance.

         14.      Effect and Effective Date of Amendments. The effective date of
the amendments to the Agreement set forth hereinabove shall be the Third
Amendment Date. Except as set forth expressly herein, all terms of the
Agreement shall remain unchanged. It is intended by the Parties that this Third
Amendment shall not constitute a novation of the Agreement.

         15.      Restatement of Representations and Warranties. To induce all
other parties to enter into this Third Amendment (A) each party hereby restates
and renews each and every representation and warranty heretofore made by it
under, or in connection with, the execution and delivery of, the Agreement; (B)
each party hereby restates, ratifies and reaffirms each and every term and
condition set forth in the Agreement, as amended hereby, and in the Security
Documents, as amended hereby, effective as of the date hereof; and (C) each
party hereby


                                        6


certifies that no Default or Event of Default has occurred and is continuing
(after giving effect to this Third Amendment).

         16.      Conditions Precedent. The following shall constitute express
conditions precedent to any obligations of the Lenders hereunder becoming
effective:

                  (a)      the Administrative Agent shall have received a fully
         executed, original of this Third Amendment;

                  (b)      each Lender whose Revolving Commitment is being
         altered as a result of this Third Amendment shall have received an
         Amended and Restated Revolving Credit Note executed by Borrower in
         conformity herewith, in exchange for such Lender's existing Revolving
         Credit Note;

                  (c)      each Lender issuing a new Revolving Commitment shall
         have received a Revolving Credit Note executed by Borrower in a form
         acceptable to Lender;

                  (d)      each Lender not a party to this Third Amendment shall
         have delivered to Borrower and Administrative Agent a payoff letter and
         Assignment and Acceptance setting forth the amount owed such Lender by
         Borrower and such other documentation as Administrative Agent may
         request;

                  (e)      the secretary or assistant secretary of the Borrower
         shall have executed and delivered to the Administrative Agent a
         certificate, in form satisfactory to the Administrative Agent,
         confirming corporate authority and officer incumbency in respect of the
         execution of this Third Amendment and the new Revolving Credit Notes or
         Amended and Restated Revolving Credit Notes described above;

                  (f)      legal counsel to the Borrower shall have issued its
         opinion in respect of the foregoing, in a form satisfactory to the
         Administrative Agent;

                  (g)      the Administrative Agent shall have received and
         approved the unaudited consolidated financial statements of Borrower
         and its Subsidiaries for the fiscal year ended 2002, including balance
         sheets, income and cash flow statements which have been prepared in
         conformity with GAAP and such other financial information as the
         Administrative Agent may request;

                  (h)      there shall not have occurred a material adverse
         change since the date of the most recently filed public filing made
         with the Securities and Exchange Commission, in the business, assets,
         liabilities (actual or contingent), operations, conditions (financial
         or otherwise) or prospects of Borrower and its Subsidiaries taken as a
         whole or in the facts and information regarding such entities as
         represented to date;

                  (i)      there exists no Default or Event of Default under the
         Agreement, Security Documents or any related documentation or
         instruments;


                                        7


                  (j)      the Administrative Agent shall have received
         certified copies of the articles of incorporation or other charter
         documents of the Borrower, together with certificates of good standing
         or existence, as may be available from the Secretary of State of the
         jurisdiction of incorporation of the Borrower and each other
         jurisdiction where the Borrower is required to be qualified to do
         business as a foreign corporation;

                  (k)      the Administrative Agent shall have received
         certified copies of all required consents, approvals, authorizations,
         registrations, and filings required to be made or obtained by the
         Borrower and all Loan Parties in connection with this Agreement;

                  (1)      the Administrative Agent shall have received duly
         executed Notices of Borrowing, if applicable;

                  (m)      receipt by Administrative Agent of all government,
         shareholder and third-party consents and approvals necessary or
         desirable in connection with the transactions contemplated hereby in a
         form acceptable to Administrative Agent;

                  (n)      receipt by Administrative Agent of all fees and other
         amounts due and payable on or prior to the Third Amendment Date,
         including reimbursement or payment of all out-of-pocket expenses
         (including reasonable fees, charges and disbursements of counsel to the
         Administrative Agent and filing fees, recording costs, indebtedness tax
         and similar expenses) required to be reimbursed or paid by the Borrower
         hereunder; and

                  (o)      receipt of all other documents and information as
         Administrative Agent may request.

         17.      The Borrower agrees that its obligations are valid and
binding, enforceable in accordance with their respective terms, subject to no
defense, counterclaim, or objection.

         18.      This Third Amendment may be executed in any number of separate
counterparts (including by telecopy), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument and will be
effective on the Third Amendment Date upon execution by Borrower, Administrative
Agent and the Lenders.



                           [SIGNATURE PAGES TO FOLLOW]


                                        8

         IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be duly executed by their respective authorized officers as of the day and
year first above written.


                                             BORROWER:

                                             AMSURG CORP.



                                             By: /s/ Kevin D. Eastridge
                                                 ------------------------------

                                             Title: Vice President, Controller
                                                    --------------------------





                                             SUNTRUST BANK
                                             as Administrative Agent, as
                                             Issuing Bank, and as a Lender



                                             By: /s/ Mark D. Matthew
                                                 ------------------------------

                                             Title: Director
                                                    ---------------------------





                                             BANK OF AMERICA, N.A.
                                             as Syndication Agent and as a
                                             Lender



                                             By: /s/ Elizabeth L. Knox
                                                 ------------------------------

                                             Title:  Senior Vice President
                                                   ----------------------------





                                             NAME OF LENDER:

                                             U.S. BANK, NATIONAL ASSOCIATION,
                                             as a Lender


                                             By: /s/ S.W. Choppin
                                                 ------------------------------

                                             Title:  Senior Vice President
                                                   ----------------------------





                                             NAME OF LENDER:

                                             KEY CORPORATE CAPITAL INC.,
                                             as a Lender


                                             By: /s/ John M. Langenderfer
                                                 ------------------------------

                                             Title:  Senior Vice President
                                                   ----------------------------





                                             NAME OF LENDER:

                                             STANDARD FEDERAL BANK N.A.,
                                             as a Lender


                                             By: /s/ Ralph P. Binggeser
                                                 ------------------------------
                                                     Ralph P. Binggeser

                                             Title:  First Vice President
                                                   ----------------------------





                                  SCHEDULE 1.1

                          REVOLVING COMMITMENT AMOUNTS
                                   OF LENDERS



         LENDER                                            REVOLVING COMMITMENT
         ------                                            --------------------
                                                        
         SunTrust Bank                                         $25,000,000

         Bank of America, N.A.                                  22,500,000

         US Bank National Association                           20,000,000

         Key Corporate Capital Inc.                             20,000,000

         Standard Federal Bank N.A.                             12,500,000

EX-21

                                                                               .
                                                                               .
                                                                               .
                                                                      EXHIBIT 21
                                SUBSIDIARY LIST
                              As of March 20, 2003
                                 Page (1 of 3)




                                                    STATE OF                                            OWNERSHIP
NAME OF SUBSIDIARY                                ORGANIZATION       OWNED BY                           PERCENTAGE
- ----------------------------------                ------------       ------------                       ----------
                                                                                               
AmSurg KEC, Inc.                                       TN            AmSurg Corp.                          100%
The Endoscopy Center of Knoxville, L.P.                TN            AmSurg KEC, Inc.                       51%

AmSurg EC Topeka, Inc.                                 TN            AmSurg Corp.                          100%
The Endoscopy Center of Topeka, L.P.                   TN            AmSurg EC Topeka, Inc.                 51%

AmSurg EC St. Thomas, Inc.                             TN            AmSurg Corp.                          100%
The Endoscopy Center of St. Thomas, L.P.               TN            AmSurg EC St. Thomas, Inc.             60%

AmSurg EC Centennial, Inc.                             TN            AmSurg Corp.                          100%
The Endoscopy Center of Centennial, L.P.               TN            AmSurg EC Centennial, Inc.             51%

AmSurg EC Beaumont, Inc.                               TN            AmSurg Corp.                          100%
The Endoscopy Center of Southeast Texas,               TN            AmSurg EC Beaumont, Inc.               51%
L.P.

AmSurg EC Santa Fe, Inc.                               TN            AmSurg Corp.                          100%
The Endoscopy Center of Santa Fe, L.P.                 TN            AmSurg EC Santa Fe, Inc.               60%

AmSurg EC Washington, Inc.                             TN            AmSurg Corp.                          100%
The Endoscopy Center of Washington D.C.,               TN            AmSurg EC Washington, Inc.             51%
L.P.

AmSurg Torrance, Inc.                                  TN            AmSurg Corp.                          100%
The Endoscopy Center of the South Bay, L.P.            TN            AmSurg Torrance, Inc.                  51%

AmSurg Encino, Inc.                                    TN            AmSurg Corp.                          100%
The Valley Endoscopy Center, L.P.                      TN            AmSurg Encino, Inc.                    51%

AmSurg Brevard, Inc.                                   TN            AmSurg Corp.                          100%
The Ophthalmology Center of Brevard, L.P.              TN            AmSurg Brevard, Inc.                   51%

AmSurg Sebastopol, Inc.                                TN            AmSurg Corp.                          100%
The Sebastopol ASC, L.P.                               TN            AmSurg Sebastopol, Inc.                60%

AmSurg Abilene, Inc.                                   TN            AmSurg Corp.                          100%
The Abilene ASC, L.P.                                  TN            AmSurg Abilene, Inc.                   60%

AmSurg Lorain, Inc.                                    TN            AmSurg Corp.                          100%
The Lorain ASC, L.P.                                   TN            AmSurg Lorain, Inc.                    51%

AmSurg Maryville, Inc.                                 TN            AmSurg Corp.                          100%
The Maryville ASC                                      TN            AmSurg Maryville, Inc.                 55%

AmSurg Miami, Inc.                                     TN            AmSurg Corp.                          100%
The Miami ASC, L.P.                                    TN            AmSurg Miami, Inc.                     51%

AmSurg Melbourne, Inc.                                 TN            AmSurg Corp.                          100%
The Melbourne ASC, L.P.                                TN            AmSurg Melbourne, Inc.              67.33%

AmSurg Hillmont, Inc.                                  TN            AmSurg Corp.                          100%
The Hillmont ASC, L.P.                                 TN            AmSurg Hillmont, Inc.                  51%

AmSurg Northwest Florida, Inc.                         TN            AmSurg Corp.                          100%
The Northwest Florida ASC, L.P.                        TN            AmSurg Northwest Florida, Inc.         51%

AmSurg Palmetto, Inc.                                  TN            AmSurg Corp.                          100%
The Palmetto ASC, L.P.                                 TN            AmSurg Palmetto, Inc.                  51%

AmSurg Ocala, Inc.                                     TN            AmSurg Corp.                          100%
The Ocala Endoscopy ASC, L.P.                          TN            AmSurg Ocala, Inc.                     51%

The Ocala Endoscopy Anesthesia, LLC                    TN            The Ocala Endoscopy ASC, L.P.          48%

AmSurg South Florida Network, Inc.                     TN            AmSurg Corp.                          100%
The GI Network of South Florida, L.P.                  TN            AmSurg South Florida Network, Inc.     51%



                                SUBSIDIARY LIST
                              As of March 20, 2003
                                 Page (2 of 3)



                                                    STATE OF                                            OWNERSHIP
NAME OF SUBSIDIARY                                ORGANIZATION       OWNED BY                           PERCENTAGE
- ----------------------------------                ------------       ------------                       ----------
                                                                                                 
AmSurg Crystal River, Inc.                             TN            AmSurg Corp.                          100%
The Crystal River Endoscopy ASC, L.P.                  TN            AmSurg Crystal River, Inc.             51%

AmSurg Abilene Eye, Inc.                               TN            AmSurg Corp.                          100%
The Abilene Eye ASC, L.P.                              TN            AmSurg Abilene Eye, Inc.               51%

AmSurg El Paso, Inc.                                   TN            AmSurg Corp.                          100%
The El Paso ASC, L.P.                                  TN            AmSurg El Paso, Inc.                   51%

AmSurg Westlake, Inc.                                  TN            AmSurg Corp.                          100%
The Westlake Ophthalmology ASC, L.P.                   TN            AmSurg Westlake, Inc.                  57%

AmSurg FL EyeCare Network, Inc.                        TN            AmSurg Corp.                          100%
The Southeast EyeCare Network, L.P.                    TN            AmSurg FL EyeCare Network, Inc.        51%

AmSurg Naples, Inc.                                    TN            AmSurg Corp.                          100%
The Naples Endoscopy ASC, L.P.                         TN            AmSurg Naples, Inc.                    60%
The AmSurg Naples Ancilliary Company, LLC              TN            AmSurg Holdings, Inc.                  50%
The Naples Endoscopy Anesthesia, LLC                   TN            The Naples Endoscopy ASC, L.P.         50%

AmSurg La Jolla, Inc.                                  TN            AmSurg Corp.                          100%
The La Jolla Endoscopy Center, L.P.                    TN            AmSurg La Jolla, Inc.                  51%

AmSurg Burbank, Inc.                                   TN            AmSurg Corp.                          100%
The Burbank Ophthalmology ASC, L.P.                    TN            AmSurg Burbank, Inc.                   51%

AmSurg Inglewood, Inc.                                 TN            AmSurg Corp.                          100%
The Los Angeles/Inglewood Endoscopy ASC,               TN            AmSurg Inglewood, Inc.                 51%
L.P.

AmSurg Glendale, Inc.                                  TN            AmSurg Corp.                          100%
The Glendale Ophthalmology ASC, L.P.                   TN            AmSurg Glendale, Inc.                  51%

AmSurg Harlingen, Inc.                                 TN            AmSurg Corp.                          100%
The Harlingen Endoscopy Center, L.P.                   TN            AmSurg Harlingen, Inc.                 51%

AmSurg Suncoast, Inc.                                  TN            AmSurg Corp.                          100%
The Suncoast Endoscopy ASC, L.P.                       TN            AmSurg Suncoast, Inc.                  51%
AmSurg Weslaco, Inc.                                   TN            AmSurg Corp.                          100%
The Weslaco Ophthalmology ASC, L.P.                    TN            AmSurg Weslaco, Inc.                   51%
AmSurg Largo, Inc.                                     TN            AmSurg Corp.                          100%
AmSurg Dade County, Inc.                               TN            AmSurg Corp.                          100%
AmSurg ENT Brevard, Inc.                               TN            AmSurg Corp.                          100%
AmSurg Miami Urology, Inc.                             TN            AmSurg Corp.                          100%
AmSurg SWFLA, Inc.                                     TN            AmSurg Corp.                          100%

AmSurg Holdings, Inc.                                  TN            AmSurg Corp.                          100%
The Knoxville Ophthalmology ASC, LLC                   TN            AmSurg Holdings, Inc.                  51%
The West Monroe Endoscopy ASC, LLC                     TN            AmSurg Holdings, Inc.                  51%
Montgomery Eye Surgery Center, LLC                     TN            AmSurg Holdings, Inc.                  51%
EyeCare Consultants Surgery Center, LLC                TN            AmSurg Holdings, Inc.                  51%
The Sidney ASC, LLC                                    TN            AmSurg Holdings, Inc.                  51%
The Cleveland ASC, LLC                                 TN            AmSurg Holdings, Inc.                  51%
The Milwaukee ASC, LLC                                 TN            AmSurg Holdings, Inc.                  51%
The Pinnacle EyeCare Network, LLC                      TN            AmSurg Holdings, Inc.                  51%
The Columbia ASC, LLC                                  TN            AmSurg Holdings, Inc.                  51%
The Wichita Orthopaedic ASC, LLC                       TN            AmSurg Holdings, Inc.                  51%
The Minneapolis Endoscopy ASC, LLC                     TN            AmSurg Holdings, Inc.                  51%
The Willoughby ASC, LLC                                TN            AmSurg Holdings, Inc.                  51%
The Westglen Endoscopy Center, LLC                     TN            AmSurg Holdings, Inc.                  51%
The West Texas EyeCare Network, LLC                    TN            AmSurg Holdings, Inc.                  51%
West Texas Preferred Vision Care, L.L.C.               TN            The West Texas EyeCare Network, LLC    50%
The Chevy Chase ASC, LLC                               TN            AmSurg Holdings, Inc.                  51%
The Oklahoma City ASC, LLC                             TN            AmSurg Holdings, Inc.                  51%
The Mountain West Gastroenterology ASC, LLC            TN            AmSurg Holdings, Inc.                  51%
The Cincinnati ASC, LLC                                TN            AmSurg Holdings, Inc.                  51%
The Fayetteville ASC, LLC                              TN            AmSurg Holdings, Inc.                  51%
The Independence ASC, LLC                              TN            AmSurg Holdings, Inc.                  60%
AmSurg Northern Kentucky GI, LLC                       TN            AmSurg Holdings, Inc.                  51%
AmSurg Louisville GI, LLC                              TN            AmSurg Holdings, Inc.                  51%



                                SUBSIDIARY LIST
                              As of March 20, 2003
                                 Page (3 of 3)



                                                    STATE OF                                            OWNERSHIP
NAME OF SUBSIDIARY                                ORGANIZATION       OWNED BY                           PERCENTAGE
- ----------------------------------                ------------       ------------                       ----------
                                                                                                  
AmSurg Kentucky Ophthalmology, LLC                     TN            AmSurg Holdings, Inc.                  51%
The Phoenix Ophthalmology ASC, LLC                     TN            AmSurg Holdings, Inc.                  51%
The Toledo Endoscopy ASC, LLC                          TN            AmSurg Holdings, Inc.                  51%
The Midwest GI Network, LLC                            TN            AmSurg Holdings, Inc.            33.33% Financial
                                                                                                        51% Governance
The Englewood ASC, LLC                                 TN            AmSurg Holdings, Inc.                  51%
The Sun City Ophthalmology ASC, LLC                    TN            AmSurg Holdings, Inc.                 52.8%
The Cape Coral/Ft. Myers Endoscopy ASC, LLC            TN            AmSurg Holdings, Inc.                  51%
The Cape Coral/Ft. Myers Anesthesia, LLC               TN            The Cape Coral/Ft. Myers               48%
                                                                       Endoscopy ASC, LLC
The Baltimore Endoscopy ASC, LLC                       TN            AmSurg Holdings, Inc.                  60%
The Boca Raton Ophthalmology ASC, LLC                  TN            AmSurg Holdings, Inc.                  51%
The Minneapolis Ophthalmology ASC, LLC                 TN            AmSurg Holdings, Inc.                  51%
The Florham Park Endoscopy ASC, LLC                    TN            AmSurg Holdings, Inc.                  51%
The West Texas GI Network, LLC                         TN            AmSurg Holdings, Inc.                  51%
Northside Gastroenterology Endoscopy                   IN            AmSurg Holdings, Inc.                  51%
  Center, LLC
The Chattanooga Endoscopy ASC, LLC                     TN            AmSurg Holdings, Inc.                  51%
The Mount Dora Ophthalmology ASC, LLC                  TN            AmSurg Holdings, Inc.                  54%
The Oakhurst Endoscopy ASC, LLC                        TN            AmSurg Holdings, Inc.                  51%
The Seneca PA ASC, LLC                                 TN            AmSurg Holdings, Inc.                  51%
The Tamarac Endoscopy ASC, LLC                         TN            AmSurg Holdings, Inc.                  51%
The Waldorf Endoscopy ASC, LLC                         TN            AmSurg Holdings, Inc.                  51%
The Sarasota Endoscopy ASC, LLC                        TN            AmSurg Holdings, Inc.                  51%
The Melbourne Premiere Senior Refractive,              TN            AmSurg Holdings, Inc.                  51%
  LLC
The Melbourne RC, LLC                                  TN            The Melbourne Premiere Senior         100%
                                                                     Refractive, LLC
The Las Vegas Ophthalmology ASC, LLC                   TN            AmSurg Holdings, Inc.                  60%
The Sarasota Ophthalmology ASC, LLC                    TN            AmSurg Holdings, Inc.                  51%
The Middletown Endoscopy ASC, LLC                      TN            AmSurg Holdings, Inc.                  51%
The Dover Ophthalmology ASC, LLC                       TN            AmSurg Holdings, Inc.                  60%
The Surgery Center of Middle Tennessee, LLC            TN            AmSurg Holdings, Inc.                  51%
The Surgery Center of Coral Gables, LLC                TN            AmSurg Holdings, Inc.                  55%
The Greensboro Ophthalmology ASC, LLC                  TN            AmSurg Holdings, Inc.                  51%
The Kingston Ophthalmology ASC, LLC                    TN            AmSurg Holdings, Inc.                  51%
The Kingston Anesthesia, LLC                           TN            AmSurg Holdings, Inc.                  51%
The Las Vegas East Ophthalmology ASC, LLC              NV            AmSurg Holdings, Inc.                  60%
The Blue Ridge/Clemson Orthopaedic ASC, LLC            TN            AmSurg Holdings, Inc.                  51%
The Hutchinson Ophthalmology ASC, LLC                  TN            AmSurg Holdings, Inc.                  51%
The Sunrise Ophthalmology ASC, LLC                     TN            AmSurg Holdings, Inc.                  51%
The Metairie Ophthalmology ASC, LLC                    TN            AmSurg Holdings, Inc.                  60%
The Southern Alabama Surgery Center, LLC               AL            AmSurg Holdings, Inc.                  51%
The Ft. Myers Digestive Health and Pain ASC, LLC       TN            AmSurg Holdings, Inc.                  51%
The Ft. Myers Digestive Health Anesthesia, LLC         TN            The Ft. Myers Digestive                48%
                                                                     Health and Pain ASC, LLC
The Bel Air Endoscopy ASC, LLC                         TN            AmSurg Holdings, Inc.                  51%
Bloomfield Eye Surgery Center, LLC                     TN            AmSurg Holdings, Inc.                  51%
The Zephyrhills Ophthalmology ASC, LLC                 TN            AmSurg Holdings, Inc.                  51%
Mercer County Surgery Center, LLC                      TN            AmSurg Holdings, Inc.                  51%
MBO Surgery, LLC                                       NJ            AmSurg Holdings, Inc.                  51%
The Brandon Urology ASC, LLC                           TN            AmSurg Holdings, Inc.                  51%
Atlantic Coastal Surgery Center, LLC                   DE            AmSurg Holdings, Inc.                  51%
The Akron Endoscopy ASC, LLC                           TN            AmSurg Holdings, Inc.                  51%
The Newark Endoscopy ASC, LLC                          TN            AmSurg Holdings, Inc.                  51%
The Southfield Endoscopy ASC, LLC                      TN            AmSurg Holdings, Inc.                  51%
The Johnstown Ophthalmology ASC, LLC                   TN            AmSurg Holdings, Inc.                  51%
The Columbia ASC Northwest, LLC                        TN            AmSurg Holdings, Inc.                  51%
The Alexandria Ophthalmology ASC, LLC                  TN            AmSurg Holdings, Inc.                  51%
The Jackson Ophthalmology ASC, LLC                     TN            AmSurg Holdings, Inc.                  51%
The Paducah Ophthalmology ASC, LLC                     TN            AmSurg Holdings, Inc.                  51%
The Greenville ASC, LLC                                TN            AmSurg Holdings, Inc.                  51%
The Columbia TN Endoscopy ASC, LLC                     TN            AmSurg Holdings, Inc.                  51%
The Rogers AR Ophthalmology ASC, LLC                   TN            AmSurg Holdings, Inc.                  51%
The Tulsa OK Ophthalmology ASC, LLC                    TN            AmSurg Holdings, Inc.                  51%
The Ft. Myers FL Ophthalmology ASC, LLC                TN            AmSurg Holdings, Inc.                  51%
The New Orleans LA Endoscopy ASC, LLC                  TN            AmSurg Holdings, Inc.                  51%
The Peoria AZ Multi ASC, LLC                           TN            AmSurg Holdings, Inc.                  51%
The Columbus OH Endoscopy ASC, LLC                     TN            AmSurg Holdings, Inc.                  51%
The Columbia MD Orthopaedic ASC, LLC                   TN            AmSurg Holdings, Inc.                  51%
The Mesa AZ Endoscopy ASC, LLC                         TN            AmSurg Holdings, Inc.                  51%
The Kingsport TN Ophthalmology ASC, LLC                TN            AmSurg Holdings, Inc.                  51%
The Lewes DE Endoscopy ASC, LLC                        TN            AmSurg Holdings, Inc.                  51%
The Winter Haven/Sebring FL Ophthalmology ASC, LLC     TN            AmSurg Holdings, Inc.                  51%
The Los Alamos NM Endoscopy ASC, LLC                   TN            AmSurg Holdings, Inc.                  51%
The Clearwater Orthopaedic ASC, LLC                    TN            AmSurg Holdings, Inc.                 100%
The Bradenton Endoscopy ASC, LLC                       TN            AmSurg Holdings, Inc.                 100%
The Marion Ophthalmology ASC, LLC                      TN            AmSurg Holdings, Inc.                 100%
The Youngstown Endoscopy ASC, LLC                      TN            AmSurg Holdings, Inc.                 100%
The Tulsa Endsocopy ASC, LLC                           TN            AmSurg Holdings, Inc.                 100%
AmSurg-Las Vegas, LLC                                  TN            AmSurg Holdings, Inc.                 100%
The Voorhees NJ Endsocopy ASC, LLC                     TN            AmSurg Holdings, Inc.                 100%
The Hickory NC Ophthalmology ASC, LLC                  TN            AmSurg Holdings, Inc.                 100%

EX-23

                                                                      EXHIBIT 23

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statements No.
333-41961, No. 333-33576, No. 333-56950, No. 333-65748, No. 333-81880 and No.
333-90156 of AmSurg Corp. on Form S-8 of our report dated February 14, 2003,
except for Notes 5 and 13, as to which the date is March 26, 2003 (which report
expresses an unqualified opinion and includes an explanatory paragraph referring
to the Company changing its method of accounting for goodwill and other
intangible assets), included in the Annual Report on Form 10-K of AmSurg Corp.
for the year ended December 31, 2002, and of our report dated February 14, 2003
relating to the financial statement schedule appearing in the Annual Report on
Form 10-K of AmSurg Corp. for the year ended December 31, 2002.

/s/ DELOITTE & TOUCHE LLP

Nashville, Tennessee
March 26, 2003

EX-99.1

                                                                    EXHIBIT 99.1

                                  AMSURG CORP.

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of AmSurg Corp. (the "Company") on Form
10-K for the period ending December 31, 2002, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Ken P. McDonald,
President and Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

         (1)      The Report fully complies with the requirements of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Report fairly presents, in
                  all material respects, the financial condition and results of
                  operations of the Company.

                                                 /s/ Ken P. McDonald
                                                 ------------------------------
                                                 Ken P. McDonald
                                                 President and Chief Executive
                                                 Officer of the Company

                                                 March 28, 2003


         A signed original of this written statement required by Section 906 has
been provided to AmSurg Corp. and will be retained by AmSurg Corp. and furnished
to the Securities and Exchange Commission or its staff upon request.

EX-99.2

                                                                    EXHIBIT 99.2

                                  AMSURG CORP.

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of AmSurg Corp. (the "Company") on Form
10-K for the period ending December 31, 2002, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Claire M. Gulmi,
Senior Vice President and Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

         (1)      The Report fully complies with the requirements of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Report fairly presents, in
                  all material respects, the financial condition and results of
                  operations of the Company.

                                                 /s/ Claire M. Gulmi
                                                 ------------------------------
                                                 Claire M. Gulmi
                                                 Senior Vice President and
                                                 Chief Financial Officer of
                                                 the Company

                                                 March 28, 2003


         A signed original of this written statement required by Section 906
has been provided to AmSurg Corp. and will be retained by AmSurg Corp. and
furnished to the Securities and Exchange Commission or its staff upon request.