10-K

UNITED STATES 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, 2008
Commission File Number 000-22217

AMSURG CORP.

(Exact Name of Registrant as Specified in Its Charter)

Tennessee	62-1493316
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
20 Burton Hills Boulevard, Nashville, TN	37215
(Address of Principal Executive Offices)	(Zip Code)

(615) 665-1283
(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:	Common Stock, no par value
	(Title of class)
	Nasdaq Global Select Market
	(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes þ     No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o     No þ

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 þ     No o

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. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o     No þ

As of February 25, 2009, 31,477,275 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 June 30, 2008 (based upon the closing sale price of these shares as reported on the Nasdaq Global Select Market as of June 30, 2008) was approximately $745,000,000. 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 21, 2009, are incorporated by reference into Part III of this Annual Report on Form 10-K.

Table of Contents to Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2008

Part I
	Item 1.	Business	1
	Item 1A.	Risk Factors	14
	Item 1B.	Unresolved Staff Comments	18
	Item 2.	Properties	18
	Item 3.	Legal Proceedings	18
	Item 4.	Submission of Matters to a Vote of Security Holders	18
		Executive Officers of the Registrant	19
Part II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
	Item 6.	Selected Financial Data	21
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	31
	Item 8.	Financial Statements and Supplementary Data	32
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	53
	Item 9A.	Controls and Procedures	53
	Item 9B.	Other Information	55
Part III
	Item 10.	Directors, Executive Officers and Corporate Governance	55
	Item 11.	Executive Compensation	55
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	55
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	55
	Item 14.	Principal Accounting Fees and Services	56
Part IV
	Item 15.	Exhibits and Financial Statement Schedules	56
	Signatures		59
EX-10.14
EX-10.28
EX-21
EX-23.1
EX-31.1
EX-31.2
EX-32.1

i

Part I

Item 1. Business

Our company was formed in 1992 for the purpose of developing, acquiring and operating ambulatory surgery centers, or ASCs, in partnership with physicians throughout the United States. An AmSurg surgery center is typically located adjacent to or in close proximity to the medical practices of our physician partners. Each of our surgery centers provides a narrow range of high volume, lower-risk surgical procedures 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 for similar services performed on an outpatient basis. As of December 31, 2008, we owned a majority interest in 189 surgery centers in 32 states and the District of Columbia and three centers under development. In addition, we acquired a majority interest in two surgery centers effective January 1, 2009.

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

Industry Overview

For many 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 ASCs. According to the Centers for Medicare and Medicaid Services, or CMS, there were approximately 5,200 Medicare-certified ASCs as of December 31, 2008. We believe that of those ASCs, approximately 65% performed procedures in a single specialty and 35% performed procedures in more than one specialty. Among the single specialty centers, approximately 2,000 are in our preferred specialties of gastroenterology, ophthalmology, orthopaedic surgery, ear, nose and throat, or ENT, and urology while the remainder are in specialties such as plastic surgery, podiatry and pain management. We believe approximately 50% of single specialty ASCs and approximately 25% of multi-specialty ASCs are independently owned.

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-based surgery. We believe that surgery performed at an ASC 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.

Physician and Patient Preference. We believe that many physicians prefer ASCs 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, hospital outpatient departments 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 an ASC 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 can be performed in ASCs. 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 acquisition, development and operation of ASCs. The key components of our strategy are to:

• selectively acquire both single-specialty ASCs and muti-specialty ASCs with substantial minority physician ownership;

• develop new ASCs in partnership with physicians; and

• grow revenues and profitability at our existing surgery centers.

Currently, approximately 90% of our centers are single-specialty, specializing in gastroenterology or ophthalmology procedures. These specialties have a higher concentration of older patients than other specialties, such as orthopaedics or enterology. We believe the aging demographics of the U.S. population will be a source of procedure growth for these specialties.

1

Item 1. Business — (continued)

Acquisition and Development of Surgery Centers

We operate both single-specialty and multi-specialty ASCs. Our single-specialty ASCs are generally equipped and staffed for a single medical specialty and located in or adjacent to the medical practices of our physician partners. We have targeted ownership in single-specialty ASCs that perform gastrointestinal endoscopy, ophthalmology and orthopaedic 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. Our multi-specialty ASCs are equipped and staffed to perform general surgical procedures, as well as procedures in more than one of the specialties listed above.

Our development staff identifies existing centers that are potential acquisition candidates and physicians who are potential partners for new center development in the medical specialties we have targeted. These candidates are then evaluated against our project criteria, which include:

• quality of the physicians and their growth opportunities in their market;

• the number of procedures currently being performed by the physicians;

• competition from and the fees being charged by other surgical providers;

• relative competitive market position of the physicians; and

• the ability to contract with payors in the market and state certificate of need, or CON, requirements for the development of a new center.

We begin our acquisition process with a due diligence review of the target center and its market. We use experienced teams of operations and financial personnel to conduct a 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;

• equipment assessment; and

• opportunities for operational efficiencies.

In presenting the advantages to physicians of developing a new ASC in partnership with us, our development staff emphasizes the proximity of a 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 and the state-of-the-art surgical equipment. We also focus on our expertise in developing and operating centers, including contracting with vendors and third-party payors. In a development project, we provide services, such as financial feasibility pro forma analysis; site selection; financing for construction, equipment and buildout; and architectural oversight. Capital contributed by the physicians and AmSurg plus debt financing provides the funds necessary to construct and equip a new surgery center and initial working capital.

As part of each acquisition or development transaction, we form a limited partnership or limited liability company and enter into a limited partnership agreement or operating agreement with our physician partners. We generally own 51% of the limited partnerships or limited liability companies. 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, one of our affiliates is generally liable for the debts of the limited partnership. However, the physician partners are generally required to guarantee their pro rata share of any indebtedness or lease agreements to which the limited partnership is a party in proportion to their ownership interest in the limited partnership.

We manage each limited partnership and limited liability company and oversee the business office, marketing, financial reporting, accreditation and administrative operations of the surgery center. The physician partners provide the center with a medical director and performance improvement chairman and may provide certain other specified services such as billing and collections, transcription and accounts payable processing. In addition, the limited partnership or limited liability company may lease certain non-physician personnel from the physician partners, who will provide services at the center. The cost of the salary and benefits of these personnel are reimbursed to the physician partners 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. We work closely with our physician partners to increase the likelihood of a successful partnership.

Substantially all of the limited 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 our physician partners. The regulatory changes that could trigger such obligations include changes that: (i) make the referral of Medicare and other patients to our surgery centers by physicians affiliated

2

Item 1. Business — (continued)

with us illegal; (ii) create the substantial likelihood that cash distributions from the limited partnerships or limited liability companies to the affiliated physicians will be illegal; or (iii) cause the ownership by the physicians of interests in the limited 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 obligations, if they arise, to purchase these minority interests held by physicians. The determination of whether a triggering event has occurred generally would be made by the concurrence of our legal counsel and counsel for the physician partners or, in the absence of such concurrence, by independent counsel having expertise in healthcare law and whom both parties choose. Such determination therefore would not be within our control. The triggering of these obligations could have a material adverse effect on our financial condition and results of operations. See “— Government Regulation.”

Growth in Revenues at Existing Facilities

We grow revenues in our existing facilities primarily through increasing procedure volume. We grow our procedure volume through:

• growth in the number of physicians performing procedures at our centers;

• obtaining new or more favorable managed care contracts for our centers;

• marketing our centers to referring physicians, payors and patients; and

• achieving efficiencies in center operations.

Growth in the number of physicians performing procedures. The most effective way to increase procedure volume and revenues at our ASCs is to increase the number of physicians that use the centers through:

• advising the physicians affiliated with the ASCs in recruiting new physicians to their practices;

• identifying additional physicians or physician practices to join the partnerships that own the ASCs; and

• recruiting non-partner physicians in the same or other specialties to use excess capacity at the ASCs.

We also work with our partners to plan for the retirement or departure of physicians who utilize our ASCs.

Obtaining new or more favorable managed care contracts. Maintaining access to physicians and patients through third-party payor contracts is important to the successful operation of our ASCs. We have a dedicated business development team that is responsible for negotiating contracts with third-party payors. They are responsible for obtaining new contracts for our ASCs with payors that do not currently contract with us and negotiating increased reimbursement rates pursuant to existing contracts.

Marketing our centers to referring physicians, payors and patients. We seek to increase procedure volume at our ASCs by marketing our ASCs to referring physicians and payors emphasizing the quality and high patient satisfaction and lower cost at our ASCs; and increasing awareness of the benefits of our ASCs with employers and patients through public awareness programs, health fairs and screening programs, including programs designed to educate employers and patients as to the health and cost benefits of detecting colon cancer in its early stages through routine endoscopy procedures.

Achieving efficiencies in center operations. We have dedicated teams with business and clinical expertise that are responsible for implementing best practices within our ASCs. The implementation of these best practices allows the ASCs to improve operating efficiencies through:

• physician scheduling enhancements;

• specially trained clinical staff focused on improved patient flow; and

• improved operating room turnover.

The information we gather and collect from our ASCs and team members allows us to develop best practices and identify those ASCs that could most benefit from improved operating efficiency techniques.

Surgery Center Operations

The size of our typical single-specialty ASC is approximately 3,000 to 6,000 square feet. Our single-specialty ASCs are generally located adjacent to or in close proximity to our physician partners’ offices. The size of our typical multi-specialty ASC is approximately 5,000 to 10,000 square feet. Each center typically has two to three operating or procedure rooms with areas for reception, preparation, recovery and administration. Each surgery center is specifically tailored to meet the needs of its physician partners. Our surgery centers perform an average of approximately 6,000 procedures per year, though there is a wide range among centers from a low of approximately 1,200 procedures per year to a high of 29,000 procedures per year. The cost of developing a typical surgery center is approximately $2.5 million. Constructing, equipping and licensing a surgery center generally takes 12 to 15 months. As of December 31, 2008, 132 of our centers performed gastrointestinal endoscopy procedures, 36 centers performed ophthalmology surgery procedures, 15 centers were multi-specialty centers and six centers performed orthopaedic procedures. The procedures performed at our centers generally do not require an extended recovery period. Our centers are staffed with

3

Item 1. Business — (continued)

approximately 10 to 15 clinical professionals and administrative personnel, some of whom may be shared with our physician partners. The clinical staff includes nurses and surgical technicians.

The types of procedures performed at each center depend on the specialty of the practicing physicians. The procedures most commonly performed at our surgery centers are:

• gastroenterology — colonoscopy and other endoscopy procedures;

• ophthalmology — cataracts and retinal laser surgery; and

• orthopaedic — knee and shoulder arthroscopy and carpal tunnel repair.

We market our surgery centers directly to patients, referring physicians and third-party payors, including health maintenance organizations, or HMOs, preferred provider organizations, or PPOs, other managed care organizations, and employers. Marketing activities conducted by our 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

Many managed care organizations in certain markets will only contract with a facility that is accredited by either The Joint Commission or the Accreditation Association for Ambulatory Health Care, or AAAHC. In these markets, we generally seek and obtain these accreditations. Currently, 46% of our surgery centers are accredited by The Joint Commission or AAAHC, and 24 of our surgery centers are scheduled for initial accreditation surveys during 2009. All of the accredited centers have received three-year certifications.

Surgery Center Locations

The following table sets forth certain information relating to our surgery centers as of December 31, 2008:

			Operating or
		Acquisition/	Procedure
Location	Specialty	Opening Date	Rooms
Acquired Centers:
Knoxville, Tennessee	Gastroenterology	November 1992		8
Topeka, Kansas	Gastroenterology	November 1992		3
Nashville, Tennessee	Gastroenterology	November 1992		3
Washington, D.C.	Gastroenterology	November 1993		3
Torrance, California	Gastroenterology	February 1994		2
Maryville, Tennessee	Gastroenterology	January 1995		3
Miami, Florida	Gastroenterology	April 1995		5
Panama City, Florida	Gastroenterology	July 1996		3
Ocala, Florida	Gastroenterology	August 1996		3
Columbia, South Carolina	Gastroenterology	October 1996		4
Wichita, Kansas	Orthopaedic	November 1996		3
Crystal River, Florida	Gastroenterology	January 1997		3
Abilene, Texas	Ophthalmology	March 1997		2
Fayetteville, Arkansas	Gastroenterology	May 1997		3
Independence, Missouri	Gastroenterology	September 1997		1
Kansas City, Missouri	Gastroenterology	September 1997		1
Phoenix, Arizona	Ophthalmology	February 1998		2
Denver, Colorado	Gastroenterology	April 1998		4
Sun City, Arizona	Ophthalmology	May 1998		5
Baltimore, Maryland	Gastroenterology	November 1998		3
Boca Raton, Florida	Ophthalmology	December 1998		2
Indianapolis, Indiana	Gastroenterology	June 1999		4
Chattanooga, Tennessee	Gastroenterology	July 1999		3
Mount Dora, Florida	Ophthalmology	September 1999		2
Oakhurst, New Jersey	Gastroenterology	September 1999		2
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		2
Las Vegas, Nevada	Ophthalmology	December 1999		2

4

Item 1. Business — (continued)

			Operating or
		Acquisition/	Procedure
Location	Specialty	Opening Date	Rooms
Glendale, California	Ophthalmology	January 2000		1
Las Vegas, Nevada	Ophthalmology	May 2000		2
Hutchinson, Kansas	Ophthalmology	June 2000		2
New Orleans, Louisiana	Ophthalmology	July 2000		2
Kingston, Pennsylvania	Ophthalmology, Pain Management	December 2000		3
Inverness, Florida	Gastroenterology	December 2000		3
Columbia, Tennessee	Multispecialty	February 2001		2
Bel Air, Maryland	Gastroenterology	February 2001		2
Dover, Delaware	Multispecialty	February 2001		3
Sarasota, Florida	Ophthalmology	February 2001		2
Greensboro, North Carolina	Ophthalmology	March 2001		4
Ft. Lauderdale, Florida	Ophthalmology	March 2001		3
Bloomfield, Connecticut	Ophthalmology	July 2001		1
Ft. Myers, Florida	Gastroenterology, Pain Management	July 2001		2
Lawrenceville, New Jersey	Multispecialty	October 2001		3
Newark, Delaware	Gastroenterology	October 2001		5
Alexandria, Louisiana	Ophthalmology	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		3
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		4
Voorhees, New Jersey	Gastroenterology	March 2003		4
St. George, Utah	Gastroenterology	July 2003		2
San Antonio, Texas	Gastroenterology	July 2003		4
Pueblo, Colorado	Ophthalmology	September 2003		2
Reno, Nevada	Gastroenterology	December 2003		4
Edina, Minnesota	Ophthalmology	December 2003		1
Gainesville, Florida	Orthopaedic	February 2004		5
West Palm, Florida	Gastroenterology	March 2004		2
Raleigh, North Carolina	Gastroenterology	April 2004		4
Sun City, Arizona	Gastroenterology	September 2004		2
Casper, Wyoming	Gastroenterology	October 2004		2
Rockville, Maryland	Gastroenterology	October 2004		5
Overland Park, Kansas	Gastroenterology	October 2004		3
Lake Bluff, Illinois	Gastroenterology	November 2004		3
San Luis Obispo, California	Gastroenterology	December 2004		2
Templeton, California	Gastroenterology	December 2004		2
Lutherville, Maryland	Gastroenterology	January 2005		2
Tacoma, Washington	Gastroenterology	March 2005		5
Tacoma, Washington	Gastroenterology	March 2005		2
Tacoma, Washington	Gastroenterology	March 2005		2
Tacoma, Washington	Gastroenterology	March 2005		2
Orlando, Florida	Gastroenterology	June 2005		1
Orlando, Florida	Gastroenterology	June 2005		4
Ocala, Florida	Multispecialty	June 2005		3
Scranton, Pennsylvania	Gastroenterology	August 2005		3
Towson, Maryland	Gastroenterology	August 2005		4
Yuma, Arizona	Gastroenterology	October 2005		3
St. Louis, Missouri	Orthopaedic	November 2005		2
Salem, Oregon	Ophthalmology	December 2005		2
West Orange, New Jersey	Gastroenterology	December 2005		3
St. Cloud, Minnesota	Ophthalmology	December 2005		2
Tulsa, Oklahoma	Gastroenterology	December 2005		3
Laurel, Maryland	Gastroenterology	December 2005		3

5

Item 1. Business — (continued)

			Operating or
		Acquisition/	Procedure
Location	Specialty	Opening Date	Rooms
Torrance, California	Multispecialty	February 2006		4
Nashville, Tennessee	Ophthalmology	February 2006		2
Arcadia, California	Gastroenterology	March 2006		2
Towson, Maryland	Gastroenterology	August 2006		2
Woodlands, Texas	Gastroenterology	September 2006		2
Bala Cynwyd, Pennsylvania	Gastroenterology	September 2006		2
Malvern, Pennsylvania	Gastroenterology	September 2006		3
Oakland, California	Gastroenterology	October 2006		3
South Bend, Indiana	Gastroenterology	January 2007		4
Lancaster, Pennsylvania	Gastroenterology	January 2007		2
Silver Spring, Maryland	Gastroenterology	January 2007		2
Rockville, Maryland	Gastroenterology	January 2007		3
New Orleans, Louisiana	Gastroenterology	January 2007		2
Marrero, Louisiana	Gastroenterology	January 2007		2
Metairie, Louisiana	Gastroenterology	January 2007		3
Tom’s River, New Jersey	Gastroenterology	May 2007		2
Pottsville, Pennsylvania	Gastroenterology	June 2007		3
Memphis, Tennessee	Gastroenterology	July 2007		4
Kissimmee, Florida	Gastroenterology	July 2007		1
Glendora, California	Gastroenterology	August 2007		4
Mesquite, Texas	Gastroenterology	August 2007		2
Conroe, Texas	Gastroenterology	August 2007		4
Altamonte Springs, Florida	Gastroenterology	September 2007		3
New Port Richey, Florida	Multispecialty	October 2007		3
Glendale, Arizona	Gastroenterology	October 2007		3
Orlando, Florida	Gastroenterology	October 2007		1
San Diego, California	Multispecialty	November 2007		4
Poway, California	Multispecialty	November 2007		2
Baton Rouge, Louisiana	Gastroenterology	December 2007		10
Baltimore, Maryland	Gastroenterology	January 2008		4
Glen Burnie, Maryland	Gastroenterology	January 2008		2
St. Clair Shores, Michigan	Ophthalmology	May 2008		2
Orlando, Florida	Gastroenterology	May 2008		4
Greenbrae, California	Gastroenterology	August 2008		3
Pomona, California	Multispecialty	September 2008		5
Akron, Ohio	Gastroenterology	November 2008		3
Redding, California	Gastroenterology	December 2008		2
Phoenix, Arizona	Gastroenterology	December 2008		2
Silver Spring, Maryland	Ophthalmology	December 2008		3
Phoenix, Arizona	Orthopaedic	December 2008		8
Bryan, Texas	Gastroenterology	December 2008		3
Westminster, Maryland	Gastroenterology	December 2008		2
McKinney, Texas	Multispecialty	December 2008		2
Durham, North Carolina	Gastroenterology	December 2008		4
Dayton, Ohio	Gastroenterology	December 2008		1
Kettering, Ohio	Gastroenterology	December 2008		5
Huber Heights, Ohio	Gastroenterology	December 2008		1
Springboro, Ohio	Gastroenterology	December 2008		3
Developed Centers:
Santa Fe, New Mexico	Gastroenterology	May 1994		3
Beaumont, Texas	Gastroenterology	October 1994		5
Abilene, Texas	Gastroenterology	December 1994		3
Knoxville, Tennessee	Ophthalmology	June 1996		2
Sidney, Ohio	Multispecialty	December 1996		4
Montgomery, Alabama	Ophthalmology	May 1997		2
Willoughby, Ohio	Gastroenterology	July 1997		2
Milwaukee, Wisconsin	Gastroenterology	July 1997		3

6

Item 1. Business — (continued)

			Operating or
		Acquisition/	Procedure
Location	Specialty	Opening Date	Rooms
Chevy Chase, Maryland	Gastroenterology	July 1997		4
Melbourne, Florida	Gastroenterology	August 1997		2
Lorain, Ohio	Gastroenterology	August 1997		2
Hillmont, Pennsylvania	Gastroenterology	October 1997		2
Hialeah, Florida	Gastroenterology	December 1997		3
Cincinnati, Ohio	Gastroenterology	January 1998		3
Evansville, Indiana	Ophthalmology	February 1998		2
Shawnee, Kansas	Gastroenterology	April 1998		3
Salt Lake City, Utah	Gastroenterology	April 1998		2
Oklahoma City, Oklahoma	Gastroenterology	May 1998		4
El Paso, Texas	Gastroenterology	December 1998		4
Toledo, Ohio	Gastroenterology	December 1998		3
Florham Park, New Jersey	Gastroenterology	December 1999		3
Minneapolis, Minnesota	Ophthalmology	June 2000		2
Crestview Hills, Kentucky	Gastroenterology	September 2000		3
Louisville, Kentucky	Gastroenterology	September 2000		3
Louisville, Kentucky	Ophthalmology	September 2000		2
Ft. Myers, Florida	Gastroenterology	October 2000		3
Seneca, Pennsylvania	Multispecialty	October 2000		4
Sarasota, Florida	Gastroenterology	December 2000		2
Tamarac, Florida	Gastroenterology	December 2000		2
Inglewood, California	Gastroenterology	May 2001		3
Clemson, South Carolina	Orthopaedic	September 2002		3
Middletown, Ohio	Gastroenterology	October 2002		3
Troy, Michigan	Gastroenterology	August 2003		3
Kingsport, Tennessee	Ophthalmology	October 2003		2
Columbia, South Carolina	Gastroenterology	November 2003		2
Greenville, South Carolina	Gastroenterology	August 2004		4
Sebring, Florida	Ophthalmology	November 2004		2
Temecula, California	Gastroenterology	November 2004		2
Escondido, California	Gastroenterology	December 2004		2
Tampa, Florida	Gastroenterology	January 2005		8
Rockledge, Florida	Gastroenterology	May 2005		3
Lakeland, Florida	Gastroenterology	May 2005		4
Liberty, Missouri	Gastroenterology	June 2005		1
Knoxville, Tennessee	Gastroenterology	September 2005		2
Sun City, Arizona	Multispecialty	November 2005		3
Port Huron, Michigan	Orthopaedic	March 2006		2
Hanover, New Jersey	Gastroenterology	October 2006		3
Raleigh, North Carolina	Gastroenterology	December 2006		3
San Antonio, Texas	Gastroenterology	May 2007		3
Raleigh, North Carolina	Gastroenterology	November 2007		4
El Dorado, Arkansas	Multispecialty	December 2007		2
Greensboro, North Carolina	Gastroenterology	August 2008		2
				534

Our limited partnerships and limited liability companies generally lease the real property on which our surgery centers operate, either from the physician partners or from unaffiliated parties.

Revenues

Substantially all of our revenues are derived from facility fees charged for surgical procedures performed in our surgery centers. These fees vary depending on the procedure, but usually include all charges for operating room usage, special equipment usage, supplies, recovery room usage, nursing staff and medications and, in limited instances, billing for anesthesia services. Facility fees do not include the charges of the patient’s surgeon, anesthesiologist or other attending physicians, which are billed directly by the physicians. Revenue is recorded at the time of the patient encounter and billings for such procedures are made on or about that same date. At the majority of our centers, it is our policy to collect patient co-payments and deductibles at the time the surgery is performed. Our revenues are recorded net of estimated contractual adjustments from third-party medical service payors. Our billing

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Item 1. Business — (continued)

and accounting systems provide us historical trends of the surgery centers’ cash collections and contractual write-offs, accounts receivable agings and established fee adjustments from third-party payors. These estimates are recorded and monitored monthly for each of our surgery centers as additional revenue is recognized. Our ability to accurately estimate contractual adjustments is dependent upon and supported by the fact that our surgery centers perform and bill for limited types of procedures, the range of reimbursement for those procedures within each surgery center specialty is very narrow and payments are typically received within 15 to 45 days of billing. These estimates are not, however, established from billing system generated contractual adjustments based on fee schedules for the patient’s insurance plan for each patient encounter.

ASCs depend upon third-party reimbursement programs, including governmental and private insurance programs, to pay for services rendered to patients. We derived approximately 34%, 34% and 35% of our revenues in the years ended December 31, 2008, 2007 and 2006, respectively, from governmental healthcare programs, primarily Medicare. The Medicare program currently pays ASCs and physicians in accordance with predetermined fee schedules. Our surgery centers are not required to file cost reports and, accordingly, we have no unsettled amounts from third-party payors.

On February 8, 2006, President Bush signed into law the Deficit Reduction Act of 2005, or DEFRA, which includes a provision that beginning in 2007 limits Medicare reimbursement for certain procedures performed at ASCs to the amounts paid to hospital outpatient departments under the Medicare hospital outpatient department fee schedule for those procedures. This act negatively impacted the reimbursement of after-cataract laser surgery procedures performed at our ophthalmology centers, the result of which was an approximate $0.03 reduction in our net earnings per diluted share for 2007.

Effective January 1, 2008, CMS revised the payment system for services provided in ASCs. The key points of the revised payment system as it relates to us are:

• ASCs are paid based upon a percentage of the payments to hospital outpatient departments pursuant to the hospital outpatient prospective payment system;

• a scheduled phase in of the revised rates over four years, beginning January 1, 2008; and

• planned annual increases in the ASC rates beginning in 2010 based on the consumer price index, or CPI.

The revised payment system has resulted in a significant reduction in the reimbursement rates for gastroenterology procedures, which comprise approximately 80% of the procedures performed by our surgery centers, and certain ophthalmology and pain procedures. We estimate that our net earnings per share were negatively impacted by $0.05 in 2008 by the revised payment system. In November 2008, CMS announced final reimbursement rates for 2009 under the revised payment system. Based upon our current procedure mix, payor mix and volume, we believe the 2009 payment rates will reduce our net earnings per diluted share in 2009 by approximately $0.07 as compared to 2008 and that our diluted earnings per share in each of 2010 and 2011 will be reduced by an incremental $0.07 as compared to the prior year as a result of the scheduled reduction in rates in those years. Beginning in 2010, reimbursement rates for our ASCs should be increased annually based on increases in the CPI. There can be no assurance, however, that CMS will not further revise the payment system to reduce or eliminate these annual increases, or that any annual CPI increases will be material. Any increase in reimbursement rates as a result of CPI adjustments will partially offset the scheduled payment reductions in 2010 and 2011.

CMS is increasing its administrative audit efforts through the nationwide expansion of the recovery audit contractor (“RAC”) program. RACs are private contractors that conduct post-payment reviews of providers and suppliers that bill Medicare to detect and correct improper payments for services. We could incur costs associated with appealing any alleged overpayments and be required to repay any alleged overpayments identified by these or other administrative audits.

We expect value-based purchasing programs, including programs that condition reimbursement on patient outcome measures, to become more common and to involve a higher percentage of reimbursement amounts. Effective January 15, 2009, CMS promulgated three national coverage determinations that prevent Medicare from paying for certain serious, preventable medical errors performed in any healthcare facility, such as surgery performed on the wrong patient. Several commercial payors also do not reimburse providers for certain preventable adverse events. In addition, a 2006 federal law authorizes CMS to require ASCs to submit data on certain quality measures. ASCs that fail to submit the required data would face a two percentage point reduction in their annual reimbursement rate increase. CMS has not yet implemented the quality measure reporting requirement but has announced that it expects to do so in a future rulemaking.

In addition to payment from governmental programs, ASCs derive a significant portion of their revenues from private healthcare insurance 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. Exclusion from participation in a managed care network could result in material reductions in patient volume and revenue. Some of our competitors have greater financial resources and market penetration than we do. 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.

8

Item 1. Business — (continued)

Competition

We encounter competition in three separate areas: competition with other companies for acquisitions of existing centers, competition for joint venture development of new centers and competition with other providers for physicians to utilize our centers, patients and managed care contracts in each of our markets.

Competition for Center Acquisitions. There are several public and private companies that may compete with us for the acquisition of existing ASCs. Some of 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 Joint Venture Development of Centers. We believe that we do not have a direct corporate competitor in the development of single-specialty ASCs across the specialties of gastroenterology and ophthalmology. There are, however, several publicly and privately held companies that develop multi-specialty surgery centers, and these companies may compete with us in the development of multi-specialty centers. Further, an increasing number of physicians are developing surgery centers without a corporate partner, utilizing consultants who typically perform these services for a fee and who take a small equity interest or no equity interest in the ongoing operations of the center.

Competition for Physicians to Utilize Our Centers, Patients and Managed Care Contracts. We compete with hospitals and other surgery centers in recruiting physicians to utilize our surgery centers, for patients and for the opportunity to contract with payors. In some of the markets in which we operate, there are shortages of physicians in certain specialties, including gastroenterology. In several of the markets in which we operate, hospitals have begun to employ physicians or groups of physicians, including primary care physicians and physicians in certain specialties, including gastroenterology, and restricting those physicians’ ability to refer patients to unaffiliated facilities. We believe that our surgery centers can provide lower-cost, high quality surgery in a more comfortable environment for the patient in comparison to the hospitals and surgery centers with which we compete.

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. CON statutes and regulations control the development of ASCs 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 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 ASCs focuses on states that do not require CONs. Acquisitions of existing surgery centers usually do not require CON approval.

State licensing of ASCs 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 many states impose licensing requirements on 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 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 limited partnerships and limited liability companies that own the surgery centers and through the service agreements we have with some physicians. Our ASCs are not licensed to practice medicine, but are licensed as ASCs where required by state law. The laws in most states regarding the corporate practice of medicine have been subjected to limited judicial and regulatory interpretation, and interpretation and enforcement of these laws vary significantly from state to state. We cannot provide assurances that our activities, if challenged, will be found to be in compliance with these laws.

Certification. We depend on third-party programs, including governmental and private health insurance programs, to reimburse us for services rendered to patients in our ASCs. In order to receive Medicare reimbursement, each surgery center must meet the applicable conditions of participation set forth by the Department of Health and Human Services, or 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. ASCs 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.

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Item 1. Business — (continued)

On November 18, 2008, CMS published a final rule that revised the conditions for coverage for ASCs. Specifically, the rule revised four existing conditions for coverage: (1) governing body and management; (2) surgical services; (3) evaluation of quality, which was renamed quality assessment and performance improvement; and (4) laboratory and radiologic services. The rule also added three new conditions for coverage: (i) patient rights; (ii) infection control; and (iii) patient admission, assessment and discharge. These additional conditions for coverage increase information collection requirements and other administrative obligations for ASCs. These changes are scheduled to take effect on May 18, 2009. We believe that the majority of our centers currently meet these requirements. In addition, CMS may finalize additional requirements that mandate changes to the operations of ASCs.

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 safe harbors for investments in certain types of ASCs. The limited partnerships and limited liability companies that own our 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.

The Office of Inspector General, or OIG, is authorized to issue advisory opinions regarding the interpretation and applicability of the federal anti-kickback statute, 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 ASC 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. In October 2007, the OIG reached a similar conclusion in an advisory opinion regarding a potential investment by optometrists in an ASC owned jointly by ophthalmologists and a hospital. The OIG determined that ownership by optometrists could potentially violate the federal anti-kickback statute because the optometrists could not personally perform procedures referred to the surgery center.

Although these advisory opinions are not binding on any entity other than the parties who submitted the requests, we believe that these advisory opinions provide us with some guidance as to how the OIG would analyze joint ventures involving surgeons such as our physician partners. We believe our joint ventures are generally distinguishable from the joint ventures described in the advisory opinions because, among other things, our physician investors are 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 limited 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 limited 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 limited 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;

• our physician partners have a substantial investment at risk in the limited partnerships and limited liability companies;

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

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

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Item 1. Business — (continued)

The safe harbor regulations also set forth a safe harbor for personal services and management contracts. Certain of our limited partnerships and limited liability companies have entered into ancillary services agreements with our physician partners’ group practices, pursuant to which the practice may provide the center with billing and collections, transcription, payables processing, payroll and other ancillary services. The consideration payable by a limited partnership or limited liability company for certain of these services may be based on the volume of services provided by the practice, which is measured by the limited partnership’s 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 practices are equal to the fair market value of the services provided 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 interests 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.

In addition to the anti-kickback statute, the Health Insurance Portability and Accountability Act of 1996, or HIPAA, provides for criminal penalties for healthcare fraud offenses that apply to all health benefit programs, including 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. Federal enforcement officials have numerous 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 have the ability to exclude from Medicare and Medicaid any investors, officers and managing employees associated with business entities that have committed healthcare fraud.

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 or 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 and exclusion from the federal healthcare programs. The Stark Law applies to referrals involving the following services under the definition of “designated health services”: clinical laboratory services; physical therapy services; occupational therapy services; radiology and imaging 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.

Through a series of rulemakings, CMS has issued final regulations interpreting the Stark Law. While the regulations help clarify the requirements of the exceptions to the Stark Law, it is difficult to determine the full effect of the regulations. Under these 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. In addition, the Stark Law contains an exception covering implants, prosthetics, implanted prosthetic devices and implanted durable medical equipment provided in a surgery center setting under certain circumstances. Therefore, we believe the Stark Law does not prohibit physician ownership or investment interests in our surgery centers to which they refer patients.

Effective January 1, 2008, CMS expanded the so-called ASC exemption to the Stark Law by excluding from the definition of “radiology and certain other imaging services” any radiology and imaging procedures that are integral to a covered ASC surgical procedure and that are performed immediately before, during, or immediately following the surgical procedure (that is, on the same day). Similarly, CMS has excluded from the Stark Law definition of “outpatient prescription drugs” any drugs that are “covered as ancillary services” under the revised ASC payment system. These drugs include those furnished during the immediate postoperative recovery period to a patient to reduce suffering from nausea or pain. CMS cautioned, however, that only those radiology, imaging and outpatient prescription drug items and services that are integral to an ASC procedure and performed on the same day as the covered surgical procedure will quality for the ASC exemption. The Stark Law prohibition will continue to prohibit a physician-owned ASC from furnishing outpatient prescription drugs for use in a patient’s home.

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Item 1. Business — (continued)

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 any 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 interpretations 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 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 (or whistleblower) on the government’s behalf. When a private plaintiff brings a qui tam action under the False Claims Act, the defendant often will not be made aware of the lawsuit until the government commences its own investigation or makes a determination whether it will intervene. In some cases, qui tam plaintiffs and the federal government have taken the position, and some courts have held, that providers who allegedly have violated other statutes, such as the anti-kickback statute or the Stark Law, have thereby submitted false claims under the False Claims Act. When a defendant is determined by a court of law to be liable under the False Claims Act, the defendant may be required to pay three times the amount of the alleged false claim, plus mandatory civil penalties of between $5,500 and $11,000 for each separate false claim. The private plaintiff may receive a share of any settlement or judgment. 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.

Under DEFRA, every entity that receives at least $5.0 million annually in Medicaid payments must have established, by January 1, 2007, written policies for all employees, contractors or agents, providing detailed information about false claims, false statements and whistleblower protections under certain federal laws, including the federal False Claims Act, and similar state laws.

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. DEFRA creates an incentive for states to enact false claims laws that are comparable to the federal False Claims Act. 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.

From time to time, the OIG and the Department of Justice have 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 and Security Requirements. There are currently numerous legislative and regulatory initiatives at the state and federal levels addressing the privacy and security of patient health and other identifying information. The privacy and security regulations promulgated pursuant to HIPAA extensively regulate the use and disclosure of individually identifiable health information and require healthcare providers to implement administrative, physical and technical safeguards to protect the security of such information. Violations of the regulations may result in civil and criminal penalties. Recently, the American Recovery and Reinvestment Act of 2009 (“ARRA”) strengthened the requirements of the HIPAA privacy and security regulations and significantly increased the penalties for violations, with penalties of up to $50,000 per violation for a maximum civil penalty of $1.5 million in a calendar year for violations of the same requirement. Under the ARRA, DHHS is required to conduct periodic compliance audits of covered entities and their business associates (entities that handle identifiable health information on behalf of covered entities). In addition, the ARRA authorizes State Attorneys General to bring civil actions seeking either injunction or damages in response to violations of HIPAA privacy and security regulations that threaten the

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Item 1. Business — (continued)

privacy of state residents. The ARRA also extends the application of certain provisions of the security and privacy regulations to business associates and subjects business associates to civil and criminal penalties for violation of the regulations.

The ARRA requires DHHS to issue regulations requiring covered entities to report certain security breaches to individuals affected by the breach and, in some cases, to DHHS or to the public via a website posting. This reporting obligation will apply broadly to breaches involving unsecured protected health information and will become effective 30 days from the date DHHS issues these regulations.

Our facilities remain subject to any state laws that relate to privacy or the reporting of security breaches that are more restrictive than the regulations issued under HIPAA and the requirements of the ARRA. For example, various state laws and regulations may require us to notify affected individuals in the event of a data breach involving certain individually identifiable health or financial information.

In addition, the Federal Trade Commission issued a final rule in October 2007 requiring financial institutions and creditors, which may include ASCs and other healthcare providers, to implement written identity theft prevention programs to detect, prevent, and mitigate identity theft in connection with certain accounts. The compliance date for this rule has been postponed until May 1, 2009.

HIPAA Administrative Simplification Requirements. Pursuant to HIPAA, DHHS has adopted regulations establishing electronic data transmission standards that all healthcare providers must use when submitting or receiving certain healthcare transactions electronically. In addition, HIPAA requires that each provider use a National Provider Identifier. In January 2009, CMS published a final rule regarding updated standard code sets for certain diagnoses and procedures known as ICD-10 code sets and related changes to the formats used for certain electronic transactions. While use of the ICD-10 code sets is not mandatory until October 1, 2013, we will be modifying our payment systems and processes to prepare for the implementation. Use of the ICD-10 code sets will require significant administrative changes; however, we believe that the cost of compliance with these regulations has not had and is not expected to have a material, adverse effect on our business, financial position or results of operations.

Obligations to Buy Out Physician Partners. Under many of 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 limited partnership and operating agreements, in the event that their continued ownership of interests in the limited partnerships and limited liability companies becomes prohibited by the statutes or regulations described above. The determination of such a prohibition generally 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 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 law or regulation causing such prohibition.

Employees

As of December 31, 2008, we and our affiliated entities employed approximately 2,460 persons, approximately 1,630 of whom were full-time employees and 830 of whom were part-time employees. Of our employees, 248 were employed at our headquarters in Nashville, Tennessee. In addition, we lease approximately 940 full-time employees and 720 part-time employees from our associated physician practices. None of these employees is represented by a union. We believe our relationships with our employees to be good.

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 or our limited partnerships and limited liability companies that we believe will 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 100 F. Street, N.E., Room 1580, 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.

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Item 1A. 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.

Our business may be adversely affected by current and future economic conditions. Financial markets around the world have been experiencing extreme volatility in the prices of securities, severely diminished liquidity and credit availability, and other adverse events. While these conditions have not impaired our ability to finance our operations and our acquisition activities, we cannot assure you that there will not be further disruptions to financial markets or other adverse economic conditions that would have an adverse impact on us. Adverse economic conditions could prompt the federal government to reduce reimbursement or make other changes in the Medicare program, result in the inability or refusal of the lenders under our credit agreement to lend additional monies to us to fund our operations, cause patients at our ASCs to cancel or delay procedures, or force persons with whom we have relationships to seek bankruptcy protection or cease operations. Although we believe economic conditions will adversely impact us during 2009, we are unable to predict the likely duration or severity of the current adverse economic conditions or the severity of the effect of those conditions on our business and results of operations.

We depend on payments from third-party payors, including government healthcare programs. If these payments decrease or do not increase as our costs increase, our operating margins and profitability would be adversely affected. We depend on private and governmental third-party sources of payment for the services provided to patients in our surgery centers. We derived approximately 34% of our revenues in 2008 from U.S. government healthcare programs, primarily Medicare. The amount our surgery centers receive for their services may be adversely affected by market and cost factors as well as other factors over which we have no control, including future changes to the Medicare and Medicaid payment systems and the cost containment and utilization decisions of third-party payors. We anticipate that national healthcare reform will be a focus at the Federal level in the near term. Several states are also considering healthcare reform measures. This focus on healthcare reform may increase the likelihood of significant changes affecting government healthcare programs.

Managed care plans have increased their market share in some areas in which we operate, which has resulted in substantial competition among healthcare providers for inclusion in managed care contracting and may limit the ability of healthcare providers to negotiate favorable payment rates. In addition, managed care payors may lower reimbursement rates in response to future reductions in Medicare reimbursement rates. We can give you no assurances that future changes to reimbursement rates by government healthcare programs, cost containment measures by private third-party payors, including fixed fee schedules and capitated payment arrangements, or other factors affecting payments for healthcare services will not adversely affect our future revenues, operating margins or profitability.

Our business may be adversely affected by changes to the medical practices of our physician partners or if we fail to maintain good relationships with the physician partners who use our surgery centers. Our business depends on, among other things, the efforts and success of the physician partners who perform procedures at our surgery centers and the strength of our relationship with these physicians. The medical practices of our physician partners may be negatively impacted by general economic conditions, actions taken by referring physicians, other providers and payors, and other factors impacting their practices. Our physician partners may perform procedures at other facilities and are not required to use our surgery centers. From time to time, we may have disputes with physicians who use or own interests in our surgery centers. Our revenues and profitability would be adversely affected if a physician or group of physicians stopped using or reduced their use of our surgery centers as a result of changes in their physician practice or a disagreement with us. In addition, if the physicians who use our surgery centers do not provide quality medical care or follow required professional guidelines at our facilities or there is damage to the reputation of a physician or group of physicians who use our surgery centers, our business and reputation could be damaged.

If we fail to acquire and develop additional surgery centers on favorable terms, our future growth and operating results could be adversely affected. Our growth strategy includes increasing our revenues and earnings by acquiring existing surgery centers and developing new surgery centers. Our efforts to execute our acquisition and development strategy may be affected by our ability to identify suitable acquisition and development opportunities and negotiate and close transactions in a timely manner and on favorable terms. 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 and developing additional surgery centers, that the surgery centers we acquire and develop will achieve satisfactory operating results or that newly developed centers will not incur greater than anticipated operating losses.

If we are unable to increase procedure volume at our existing centers, our operating margins and profitability could be adversely affected. Our growth strategy includes increasing our revenues and earnings by increasing the number of procedures performed at our surgery centers. Because we expect the amount of the payments we receive from third-party payors to remain fairly consistent, our operating margins will be adversely affected if we do not increase the procedure volume of our surgery centers and generate increased revenue to offset increases in our operating costs. We seek to increase procedure volume at our surgery centers by increasing the number of physicians performing procedures at our centers, obtaining new or more favorable managed

14

Item 1A. Risk Factors — (continued)

care contracts, improving patient flow at our centers, promoting screening programs and increasing patient and physician awareness of our centers. We can give you no assurances that we will be successful at increasing procedure volumes or maintaining current revenues and operating margins at our centers.

If we are unable to manage the growth in our business, our operating results could be adversely affected. To accommodate our past and anticipated future growth, 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 the costs and management attention related to the expansion of our operations will not adversely affect our results of operations.

If we do not have sufficient capital resources to complete acquisitions and develop new surgery centers, our growth and results of operations could be adversely affected. 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. To the extent that we undertake these financings, our shareholders may experience ownership dilution. To the extent we incur debt, we may have significant interest expense and may be subject to covenants in the related debt agreements that affect the conduct of our business. If we do not have sufficient capital resources, our growth could be limited and our results of operations could be adversely impacted. Our credit facility 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 with those covenants. 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 available on terms acceptable to us.

If we are unable to effectively compete for physician partners, managed care contracts, patients and strategic relationships, our business would be adversely affected. The healthcare business is highly competitive. We compete with other healthcare providers, primarily hospitals and other surgery centers, in recruiting physicians to utilize our surgery centers, for patients and in contracting with managed care payors. In some of the markets in which we operate, there are shortages of physicians in certain specialties, including gastroenterology. In several of the markets in which we operate, hospitals have begun employing physicians or groups of physicians including primary care physicians and physicians in certain specialties, including gastroenterology, and restricting those physicians’ ability to refer patients to unaffiliated facilities. Some of our competitors may have greater resources than we do, including financial, marketing, staff and capital resources, have or may develop new technologies or services that are attractive to physicians or patients, or have established relationships with physicians and payors.

We compete with public and private companies in the development and acquisition of ASCs. Further, many physician groups develop ASCs without a corporate partner. We can give you no assurances that we will be able to compete effectively in any of these areas or that our results of operations will not be adversely impacted.

Our surgery centers may be negatively impacted by weather and other factors beyond our control. The results of operations of our surgery centers may be adversely impacted by adverse weather conditions, including hurricanes, or other factors beyond our control that cause disruption of patient scheduling, displacement of our patients, employees and physician partners, and force certain of our surgery centers to close temporarily. In certain markets such as Florida, we have a large concentration of surgery centers that may be simultaneously affected. At December 31, 2008, 30 of our 189 surgery centers were located in the state of Florida. Our future financial and operating results may be adversely affected by weather and other factors that disrupt the operation of our surgery centers.

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;

• our relationships with physicians and other referral sources;

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

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

• qualifications of medical and support personnel;

• maintenance and protection of records;

• billing for services by healthcare providers, including appropriate treatment of overpayments and credit balances;

• privacy and security of individually identifiable 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. CMS has enacted additional conditions for coverage that ASCs must meet to enroll and remain enrolled in

15

Item 1A. Risk Factors — (continued)

Medicare, which will be effective May 18, 2009. In addition, a number of states have adopted or are considering legislation or regulations imposing additional restrictions on or otherwise affecting ASCs, including expansion of CON requirements, restrictions on ownership, taxes on gross receipts, data reporting requirements and restrictions on the enforceability of covenants not to compete affecting physicians. Different interpretations or enforcement of existing or new laws and regulations could subject our current practices to allegations of impropriety or illegality, or require us to make changes in our operations, facilities, equipment, personnel, services, capital expenditure programs or operating expenses. We can give you no assurances that current or future legislative initiatives, government regulation or judicial or regulatory interpretations thereof 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. The federal 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 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, does 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, HIPAA provides for criminal penalties for healthcare fraud offenses that apply to all health benefit programs, including 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. Federal enforcement officials have numerous 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, DEFRA creates an incentive for states to enact false claims laws that are comparable to the federal False Claims Act. Federal enforcement officials have the ability to exclude from Medicare and Medicaid any investors, officers and managing employees associated with business entities that have committed healthcare fraud.

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, the federal False Claims Act permits private parties to bring “qui tam” whistleblower lawsuits against companies. Some states have adopted similar state whistleblower and false claims provisions.

From time to time, the OIG and the Department of Justice have 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, some 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.

If regulations or regulatory interpretations change, we may be obligated to buy out interests of physicians who are minority owners of the surgery centers. Substantially all of our limited partnership and operating agreements provide that if certain regulations or regulatory interpretations change, we will be obligated to purchase some or all of the minority interests of our physician partners. The regulatory changes that could trigger such obligations 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 limited partnerships or limited liability companies to the affiliated physicians will be illegal; or

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

16

Item 1A. Risk Factors — (continued)

The cost of repurchasing these minority interests would be substantial if a triggering event were to result in simultaneous purchase obligations at a substantial number or at all of our surgery centers. The purchase price to be paid in such event would be determined by a predefined formula, as specified in each of the limited partnership and operating agreements, which also provide for the payment terms, generally over four years. There can be no assurance, however, that our existing capital resources would be sufficient for us to meet the obligations, if they arise, to purchase these minority interests held by physicians. The determination of whether a triggering event has occurred generally would be made by the concurrence of our legal counsel 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 determinations therefore would not be within our control. The triggering of these obligations could have a material adverse effect on our financial condition and results of operations. While we believe physician ownership of ASCs as structured within our limited partnerships and limited liability companies is in compliance with applicable law, we can give no assurances that legislative or regulatory changes would not have an adverse impact on us. From time to time, the issue of physician ownership in ASCs is considered by some state legislatures and regulatory agencies.

We are liable for the debts and other obligations of the limited partnerships that own and operate certain of our surgery centers. In the limited partnerships in which one of our affiliates is the general partner, our affiliate is liable for 100% of the debts and other obligations of the limited partnership; however, the physician partners are generally required to guarantee their pro rata share of any indebtedness or lease agreements to which the limited partnership is a party in proportion to their ownership interest in the limited partnership. We also have primary liability for the bank debt that may be 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 limited partnership or limited liability company if there is a default, or that the physician partners or members would have sufficient assets to satisfy their guarantee obligations.

We may be subject to liabilities for claims brought against our facilities. We are subject to litigation related to our business practices, including claims and legal actions by patients and others in the ordinary course of business alleging malpractice, product liability or other legal theories. See “Business — Legal Proceedings.” These actions may involve large claims and significant defense costs. If payments for claims exceed our insurance coverage or are not covered by insurance or our insurers fails to meet their obligations, our results of operations and financial position could be adversely affected.

We have a legal responsibility to the minority owners of the entities through which we own our surgery centers, which may conflict with our interests and prevent us from acting solely in our own best interests. As the owner of majority interests in the limited partnerships and limited liability companies that own our surgery centers, we owe a fiduciary duty to the 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 governing board 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 manager of the limited partnership or 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 limited 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 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, 2008 contained an intangible asset designated as goodwill totaling approximately $661.7 million. Additional purchases of interests in 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 will 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 and ownership interests in ASCs. 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 that 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 ASCs so as to comply with guidance found in the final regulations. There is a risk that the IRS could

17

Item 1A. Risk Factors — (continued)

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 could subject us to interest and penalties.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

Our principal executive offices are located in Nashville, Tennessee and contain an aggregate of approximately 70,000 square feet of office space, which we lease from a third-party pursuant to an agreement that expires in 2014. We have the option to renew our lease for two additional terms of five years following the expiration of the current term. We also lease office space for our regional offices in Coral Gables, Florida, Tempe, Arizona, Dallas, Texas and Berwyn, Pennsylvania. Our affiliated limited partnerships and limited liability companies generally lease space for their surgery centers. Of the centers in operation at December 31, 2008, 187 leased space ranging from 1,000 to 24,000 square feet, with expected remaining lease terms ranging from one to twenty-nine years. One center in operation at December 31, 2008 is located in a building owned by our general partnership that operates the surgery center and one of our limited liability companies owns a building in which it previously operated the surgery center.

Item 3. Legal Proceedings

Not applicable.

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

Not applicable.

18

EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth certain information regarding the persons serving as executive officers of AmSurg as of December 31, 2008. Mr. Harrell has announced that he intends to retire from employment with the Company during 2009. Executive officers of AmSurg serve at the pleasure of the Board of Directors.

Name	Age		Experience
Christopher A. Holden		44	Chief Executive Officer and Director since October 2007; Senior Vice President and a Division President of Triad Hospitals Inc. from May 1999 to July 2007; President — West Division of the Central Group of Columbia/HCA Healthcare Corporation from January 1998 to May 1999.
Claire M. Gulmi		55	Executive Vice President since February 2006; Chief Financial Officer since September 1994; Director since May 2004; Senior Vice President from March 1997 to February 2006; Secretary since December 1997; Vice President from September 1994 through March 1997.
David L. Manning		59	Executive Vice President and Chief Development Officer since February 2006; Senior Vice President of Development and Assistant Secretary from April 1992 to February 2006.
Kevin D. Eastridge		43	Senior Vice President of Finance and Chief Accounting Officer since July 2008; Vice President of Finance from April 1998 to July 2008; Controller from March 1997 to June 2004.
Royce D. Harrell		63	Senior Vice President of Corporate Services since September 2000; Senior Vice President of Operations from October 1992 until September 2000.
Billie A. Payne		57	Senior Vice President of Operations since December 2007; Vice President of Operations from March 1998 to December 2007.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock trades under the symbol “AMSG” on the Nasdaq Global Select Market. The following table sets forth the high and low sales prices per share for the common stock for each of the quarters in 2007 and 2008, as reported on the Nasdaq Global Select Market:

	1st		2nd		3rd		4th
	Quarter		Quarter		Quarter		Quarter
2007:
High	$	26.28	$	25.25	$	26.79	$	28.00
Low	$	21.63	$	22.76	$	21.93	$	22.60
2008:
High	$	29.76	$	27.79	$	28.93	$	26.05
Low	$	22.72	$	21.96	$	23.96	$	17.91

At February 25, 2009, there were approximately 13,000 holders of our common stock, including 214 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. Presently, the declaration of dividends is prohibited by a covenant in our credit facility.

19

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — (continued)

Issuer Purchases of Equity Securities (1)
							(d) Maximum
							Number (or
							Approximate Dollar
	(a) Total				(c) Total Number of		Value) of Shares (or
	Number of		(b) Average		Shares (or Units)		Units) That May Yet
	Shares		Price Paid		Purchased as Part of		Be Purchased Under
	(or Units)		per Share		Publicly Announced		the Plans or
Period	Purchased		(or Unit)		Plans or Programs		Programs
October 1, 2008 through October 31, 2008		265,620	$	23.27		265,620	$	18,820,000
November 1, 2008 through November 30, 2008		251,432		24.78		251,432		12,590,000
December 1, 2008 through December 31, 2008		—		—		—		—
Total		517,052	$	24.01		517,052	$	12,590,000

(1) On September 30, 2008, we announced that our board of directors had authorized a stock repurchase program, allowing for the purchase of up to $25,000,000 of our outstanding common stock over a 12 month period, the primary intent of which is to mitigate the dilutive effect of shares issued pursuant to our stock incentive plans. We purchased $12,410,000 of our outstanding common stock in October 2008 and November 2008 under the program.

20

Item 6. Selected Financial Data

	Year Ended December 31,
	2008			2007			2006			2005			2004
	(Dollars in thousands, except per share data)
Consolidated Statement of Earnings Data:
Revenues	$	600,655		$	518,311		$	441,438		$	365,227		$	305,810
Operating expenses		390,192			337,240			286,522			231,092			188,795
Operating income		210,463			181,071			154,196			134,135			117,015
Minority interest		118,550			103,153			89,530			74,768			64,403
Interest and other expenses		9,938			9,568			7,386			3,897			1,834
Earnings from continuing operations before income taxes		81,975			68,350			58,000			55,470			50,778
Income tax expense		32,463			26,584			22,521			21,743			20,091
Net earnings from continuing operations		49,512			41,766			35,479			33,727			30,687
(Loss) earnings from operations of discontinued interests in surgery centers, net of income tax		(8	)		2,079			2,723			2,410			3,421
(Loss) gain on disposal of discontinued interests in surgery centers, net of income tax		(2,458	)		330			(463	)		(986	)		5,598
Net earnings	$	47,046		$	44,175		$	37,739		$	35,151		$	39,706
Basic earnings per common share:
Net earnings from continuing operations	$	1.57		$	1.36		$	1.19		$	1.14		$	1.03
Net earnings	$	1.49		$	1.44		$	1.27		$	1.19		$	1.33
Diluted earnings per common share:
Net earnings from continuing operations	$	1.55		$	1.34		$	1.17		$	1.12		$	1.01
Net earnings	$	1.47		$	1.42		$	1.24		$	1.17		$	1.30
Weighted average number of shares and share equivalents outstanding (in thousands):
Basic		31,503			30,619			29,822			29,573			29,895
Diluted		31,963			31,102			30,398			30,147			30,507
Operating and Other Financial Data:
Continuing centers at end of year		189			169			145			134			111
Procedures performed during year		1,110,563			954,267			809,380			693,260			566,387
Same-center revenue increase		3	%		4	%		5	%		3	%		4	%
Cash flows provided by operating activities	$	90,927		$	79,371		$	72,021		$	63,421		$	55,452
Cash flows used in investing activities		(131,780	)		(179,368	)		(71,794	)		(83,308	)		(61,660	)
Cash flows provided by (used in) financing activities		42,448			109,867			(640	)		25,391			6,942

	At December 31,
	2008		2007		2006		2005		2004
					(In thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	31,548	$	29,953	$	20,083	$	20,496	$	14,992
Working capital		85,497		83,792		66,591		61,072		56,302
Total assets		905,879		781,634		590,032		527,816		425,155
Long-term debt and other long-term liabilities		288,251		232,223		127,821		125,712		88,160
Minority interest		66,079		62,006		52,341		47,271		39,710
Shareholders’ equity		460,429		411,225		343,108		294,618		254,149

21

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 statements 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 Item 1A. 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 risks set forth in Item 1A. Risk Factors or by other unknown risks and uncertainties.

Overview

We develop, acquire and operate ambulatory surgery centers, or ASCs, in partnership with physicians. As of December 31, 2008, we owned a majority interest (51% or greater) in 189 surgery centers. We acquired a majority interest in two additional ASCs effective January 1, 2009. See "— Liquidity and Capital Resources.” 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, 2008, 2007 and 2006. A center is deemed to be under development when a limited partnership or limited liability company has been formed with the physician partners to develop the center.

	2008			2007			2006
Centers in operation, beginning of the year		176			156			149
New center acquisitions placed in operation		19			21			8
New development centers placed in operation		1			3			3
Centers disposed		(6	)		(4	)		(4	)
Centers held for sale		(1	)		—			—
Centers in operation, end of the year		189			176			156
Centers under development, end of the year		3			2			5
Development centers awaiting regulatory approval, end of year		—			1			—
Average number of continuing centers in operation, during year		175			164			146
Centers under letter of intent, end of year		5			4			10

Of the continuing surgery centers in operation at December 31, 2008, 132 centers performed gastrointestinal endoscopy procedures, 36 centers performed ophthalmology surgery procedures, 15 centers performed procedures in multiple specialties and six centers performed orthopaedic procedures. We intend to expand primarily through the acquisition and development of additional ASCs in targeted surgical specialties and through future same-center growth. Our growth targets for 2009 include the acquisition or development of 13 to 16 surgery centers (including three surgery centers acquired during the first two months of 2009). We have reduced our same-center revenue growth target for 2009 from our recent historical averages of 3% to 5% to approximately zero percent due to the economic outlook in 2009, which we believe will result in reduced patient visits and thus surgical procedures.

While we generally own 51% of the entities that own the surgery centers, our consolidated statements of earnings 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. The minority ownership interest in each limited partnership or limited liability company is generally held directly or indirectly by physicians who perform procedures at the center.

Sources of Revenues

Substantially all of our revenues are 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 and, in limited instances, billing for anesthesia services. 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 adjustments from third-party medical service payors.

22

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

ASCs 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 changes to the Medicare and Medicaid payment systems and the cost containment and utilization decisions of third-party payors. We derived approximately 34%, 34% and 35% of our revenues in the years ended December 31, 2008, 2007 and 2006, respectively, from governmental healthcare programs, primarily Medicare, and the remainder from a wide mix of commercial payors and patient co-pays and deductibles. The Medicare program currently pays ASCs in accordance with predetermined fee schedules.

On February 8, 2006, President Bush signed into law DEFRA, which includes a provision that beginning in 2007 limits Medicare reimbursement for certain procedures performed at ASCs to the amounts paid to hospital outpatient departments under the Medicare hospital outpatient department fee schedule for those procedures. This act negatively impacted the reimbursement of after-cataract laser surgery procedures performed at our ophthalmology centers, the result of which was an approximate $0.03 reduction in our net earnings per diluted share for the 2007 fiscal year.

Effective January 1, 2008, CMS revised the payment system for services provided in ASCs. The key points of the revised payment system as it relates to us are:

• ASCs are paid based upon a percentage of the payments to hospital outpatient departments pursuant to the hospital outpatient prospective payment system;

• a scheduled phase in of the revised rates over four years, beginning January 1, 2008; and

• planned annual increases in the ASC rates beginning in 2010 based on the consumer price index.

The revised payment system has resulted in a significant reduction in the reimbursement rates for gastroenterology procedures, which comprise approximately 75% of the procedures performed by our surgery centers, and certain ophthalmology and pain procedures. We estimate that our net earnings per share were negatively impacted by $0.05 in 2008 by the revised payment system. In November 2008, CMS announced final reimbursement rates for 2009 under the revised payment system. Based upon our current procedure mix, payor mix and volume, we believe the 2009 payment rates will reduce our net earnings per diluted share in 2009 by approximately $0.07 as compared to 2008 and that our diluted earnings per share in each of 2010 and 2011 will be reduced by an incremental $0.07 as compared to the prior year as a result of the scheduled reduction in rates in those years. Beginning in 2010, reimbursement rates for our ASCs should be increased annually based on increases in the CPI. There can be no assurance, however, that CMS will not further revise the payment system to reduce or eliminate these annual increases, or that any annual CPI increases will be material. Any increase in reimbursement rates as a result of CPI adjustments will partially offset the scheduled payment reductions in 2010 and 2011.

CMS is increasing its administrative audit efforts through the nationwide expansion of the recovery audit contractor (“RAC”) program. RACs are private contractors that conduct post-payment reviews of providers and suppliers that bill Medicare to detect and correct improper payments for services. We could incur costs associated with appealing any alleged overpayments and be required to repay any alleged overpayments identified by these or other administrative audits.

We expect value-based purchasing programs, including programs that condition reimbursement on patient outcome measures, to become more common and to involve a higher percentage of reimbursement amounts. Effective January 15, 2009, CMS promulgated three national coverage determinations that prevent Medicare from paying for certain serious, preventable medical errors performed in any healthcare facility, such as surgery performed on the wrong patient. Several commercial payors also do not reimburse providers for certain preventable adverse events. In addition, a 2006 federal law authorizes CMS to require ASCs to submit data on certain quality measures. ASCs that fail to submit the required data would face a two percentage point reduction in their annual reimbursement rate increase. CMS has not yet implemented the quality measure reporting requirement but has announced that it expects to do so in a future rulemaking.

In addition to payment from governmental programs, ASCs derive a significant portion of their revenues from private healthcare insurance plans. These plans include both standard indemnity insurance programs as well as managed care programs, such as PPOs and HMOs.

Critical Accounting Policies

Our accounting policies are described in note 1 of our 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 our wholly owned subsidiaries are the general

23

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

partner or majority member. Consolidation of such limited partnerships and limited liability companies is necessary, as our wholly owned subsidiaries have 51% or more of the financial interest of each entity, are the general partner or majority member with all the duties, rights and responsibilities thereof, are responsible for the day-to-day management of the limited partnership or limited liability company and have control of the entity. The responsibilities of our minority partners 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 that they are required to guarantee on a pro rata basis based upon their respective ownership interests. Intercompany profits, transactions and balances have been eliminated.

Surgery center profits are allocated to our minority partners in proportion to their individual ownership percentages and reflected in the aggregate as minority interest. The minority partners of our surgery center limited partnerships and limited liability companies typically are organized as general partnerships, limited partnerships or limited liability companies that are not subject to federal income tax. Each minority partner shares in the pre-tax earnings of the surgery center in which it holds minority ownership. Accordingly, the minority interest in each of our limited partnerships and limited liability companies is determined on a pre-tax basis and presented before earnings before income taxes in order to present that amount of earnings on which we must determine our tax expense. In addition, distributions from our limited partnerships and limited liability companies are made both to our subsidiary general partners and majority members and to our minority partners on a pre-tax basis.

As described above, we are a holding company and our ability to service corporate debt is dependent upon distributions from our limited partnerships and limited liability companies. Positive operating cash flows of individual centers are the sole source of cash used to make distributions to our subsidiary general partners and majority members as well as to our minority partners, which we are obligated to make on a monthly basis in accordance with each limited partnership’s and limited liability company’s partnership or operating agreement. Accordingly, distributions to our minority partners are included in our financial statements as a component of our cash flows from operating activities.

We operate in one reportable business segment, the ownership and operation of ASCs.

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 adjustments 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, contracts with payors and procedure statistics. In addition, we must estimate allowances for bad debt expense using similar information and analysis. These estimates are recorded and monitored monthly for each of our surgery centers as additional revenue is recognized. Our ability to accurately estimate contractual adjustments is dependent upon and supported by the fact that our surgery centers perform and bill for limited types of procedures, that the range of reimbursement for those procedures within each surgery center specialty is very narrow and that payments are typically received within 15 to 45 days of billing. In addition, our surgery centers are not required to file cost reports, and therefore, we have no risk of unsettled amounts from third-party payors. These estimates are not, however, established from billing system-generated contractual adjustments based on fee schedules for the patient’s insurance plan for each patient encounter. While we believe that our allowances for contractual adjustments and bad debt expense are adequate, if the actual contractual adjustments and write-offs are in excess of our estimates, our results of operations may be overstated. During the years ended December 31, 2008, 2007 and 2006, we had no significant adjustments to our allowances for contractual adjustments and bad debt expense related to prior periods. At December 31, 2008 and 2007, net accounts receivable reflected allowances for contractual adjustments of $95.1 million and $79.9 million, respectively, and allowances for bad debt expense of $11.8 million and $8.3 million, respectively. The increase in our contractual allowance and allowances for bad debt expense is primarily related to allowances established for new centers acquired during 2008. At December 31, 2008 and 2007, we had 38 days outstanding reflected in our gross accounts receivable.

Purchase Price Allocation. We allocate the respective purchase price of our acquisitions in accordance with Statement of Financial Accounting Standards, or SFAS, No. 141, “Business Combinations.” 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 historically has 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 that could be attributable to separately identifiable intangible assets.

Goodwill. We apply the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets,” which require that goodwill be evaluated for impairment at least on an annual basis. Impairment of carrying value will be evaluated more frequently if certain indicators are encountered. 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,

24

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

segment. For impairment testing purposes, our centers each qualify as components of that operating segment. Because they have similar economic characteristics, they are aggregated and deemed a single reporting unit. We completed our annual impairment test as required by SFAS No. 142 as of December 31, 2008, and have determined that it is not necessary to recognize impairment in our goodwill.

Results of Operations

Our revenues are directly related to the number of procedures performed at our surgery centers. Our overall growth in procedure volume is impacted directly by the increase in the number of surgery centers in operation and the growth in procedure volume at existing centers. We increase our number of surgery centers through both acquisitions and developments. Procedure growth at any existing center may result from additional contracts entered into with third-party payors, increased market share of our physician partners, additional physicians utilizing the center and/or scheduling and operating efficiencies gained at the surgery center. A significant measurement of how much our revenues grow from year to year for existing centers is our same-center revenue percentage. We define our same-center group each year as those centers that contain full year-to-date operations in both comparable reporting periods, including the expansion of the number of operating centers associated with a limited partnership or limited liability company. Our 2008 same-center group, comprised of 154 centers, had revenue growth of 3%. Our same-center group in 2009 will be comprised of 173 centers, which constitutes approximately 90% of our total number of centers. We expect our same-center revenue growth to be flat in 2009. We have reduced our same-center revenue growth target for 2009 from our recent historical averages of 3% to 5% due to the economic outlook in 2009, which we believe will result in reduced patient visits and thus surgical procedures.

Expenses directly and indirectly related to procedures performed at our surgery centers include clinical and administrative salaries and benefits, supply cost and other operating 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 associated directly 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 that 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. The minority partners of our surgery center limited partnerships and limited liability companies typically are organized as general partnerships, limited partnerships or limited liability companies that are not subject to federal income tax. Each minority partner shares in the pre-tax earnings of the surgery center of which it is a minority partner. Accordingly, the minority interest in each of our surgery center limited partnerships and limited liability companies is determined on a pre-tax basis and presented before earnings before income taxes in order to present that amount of earnings on which we must determine our tax expense.

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.

25

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, 2008, 2007 and 2006:

	2008			2007			2006
Revenues		100.0	%		100.0	%		100.0	%
Operating expenses:
Salaries and benefits		28.9			29.4			29.9
Supply cost		11.8			11.6			11.6
Other operating expenses		20.8			20.5			19.7
Depreciation and amortization		3.5			3.6			3.7
Total operating expenses		65.0			65.1			64.9
Operating income		35.0			34.9			35.1
Minority interest		19.7			19.9			20.3
Interest expense, net of interest income		1.7			1.8			1.7
Earnings from continuing operations before income taxes		13.6			13.2			13.1
Income tax expense		5.4			5.1			5.1
Net earnings from continuing operations		8.2			8.1			8.0
Discontinued operations:
Earnings from operations of discontinued interests in surgery centers, net of income tax		—			0.4			0.6
Loss on sale of discontinued interests in surgery centers, net of income tax		(0.4	)		—			(0.1	)
Net (loss) earnings from discontinued operations		(0.4	)		0.4			0.5
Net earnings		7.8	%		8.5	%		8.5	%

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

Revenues increased $82.3 million, or 16%, to $600.7 million in 2008 from $518.3 million in 2007. Our 2008 revenues were negatively impacted by approximately $5.0 million due to revisions in the Medicare payment system implemented by CMS in January 2008 (see “— Sources of Revenues”). Our procedures increased by 156,296, or 16%, to 1,110,563 in 2008 from 954,267 in 2007. The additional revenues resulted primarily from:

• centers acquired or opened in 2007, which contributed $53.5 million of additional revenues due to having a full period of operations in 2008;

• centers acquired or opened in 2008, which generated $15.0 million in revenues; and

• $13.8 million of revenue growth recognized by our 2008 same-center group primarily as a result of procedure growth.

Staff at newly acquired and developed centers, as well as the additional staffing required at existing centers due to increased volume, resulted in an 18% increase in salaries and benefits at our surgery centers in 2008. We experienced a 4% decrease in salaries and benefits at our corporate offices during 2008 over 2007. The decrease in corporate office salaries and benefits was primarily due to an investment loss associated with the company’s supplemental retirement plan, which offsets salaries and benefits expense because it is a loss that is attributed to the participants’ self-directed investments. Salaries and benefits increased in total by 14% to $173.6 million in 2008 from $152.3 million in 2007. Salaries and benefits as a percentage of revenues decreased in 2008 compared to 2007 due in part to a change from incremental, annual vesting of stock-based awards in five installments to cliff vesting of stock-based awards four years following the date of grant beginning with grants made during 2007.

Supply cost was $70.7 million in 2008, an increase of $10.7 million, or 18%, over supply cost in 2007. This increase was primarily the result of additional procedure volume and a 1% increase in our average supply cost per procedure.

Other operating expenses increased $18.8 million, or 18%, to $125.1 million in 2008 from $106.2 million in 2007. The additional expense in the 2008 period resulted primarily from:

• centers acquired or opened during 2007, which resulted in an increase of $9.2 million in other operating expenses;

• an increase of $4.1 million in other operating expenses at our 2008 same-center group resulting primarily from additional procedure volume and general inflationary cost increases; and

• centers acquired or opened during 2008, which resulted in an increase of $2.8 million in other operating expenses.

26

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

Depreciation and amortization expense increased $2.1 million, or 11%, in 2008 from 2007, primarily as a result of centers acquired since 2007 and newly developed surgery centers in operation, which have an initially higher level of depreciation expense due to their construction costs.

We anticipate further increases in operating expenses in 2009, primarily due to additional acquired centers and an additional start-up center expected to be placed in operation. Typically, a start-up center will incur start-up losses while under development and during its initial months of operation and will experience lower revenues and operating margins than an established center. This typically continues until the case load at the center grows to a more normal operating level, which generally is expected to occur within 12 months after the center opens. At December 31, 2008, we had three centers under development and two centers that had been open for less than one year.

Minority interest in earnings from continuing operations before income taxes in 2008 increased $15.4 million, or 15%, from 2007, primarily as a result of minority partners’ interest in earnings at surgery centers recently added to operations. As a percentage of revenues, minority interest decreased to 19.7% in 2008 from 19.9% in 2007, as a result of our minority partners sharing in reduced center profit margins caused by lower same-center revenue growth.

Interest expense increased $370,000 in 2008, or 4%, from 2007, primarily due to additional long-term debt outstanding during 2008 resulting from our acquisition activities, net of lower interest expense as a result of a reduced average interest rate experienced during 2008. See “— Liquidity and Capital Resources.”

We recognized income tax expense from continuing operations of $32.5 million in 2008 compared to $26.6 million in 2007. Our effective tax rate in 2008 and 2007 was 39.6% and 38.9%, respectively, of earnings from continuing operations before income taxes, and differed from the federal statutory income tax rate of 35.0%, primarily due to the impact of state income taxes. Effective January 1, 2007, we adopted Financial Accounting Standards Board Interpretation No. 48, "Accounting for Uncertainty in Income Taxes — an interpretation of SFAS No. 109", or FIN No. 48, and recorded a cumulative reduction to beginning retained earnings of $634,000. In addition, during 2008 and 2007, we incurred additional income tax expense of $1,289,000, including $1,232,000 in discontinued operations, and $224,000, respectively, related to FIN No. 48 and recognized an additional tax benefit of approximately $400,000 in 2007 associated with the recognition of a capital loss carryforward. During 2009, we anticipate that our effective tax rate will be approximately 39.5% of earnings from continuing operations before income taxes. Because we deduct goodwill amortization for tax purposes only, our deferred tax liability continues to increase, which would only be due in part or in whole upon the disposition of a portion or all of our surgery centers.

During 2008, we sold our interests in three surgery centers, closed three surgery centers and classified a surgery center as held for sale following management’s assessment of limited growth opportunities at these centers. In 2007, we sold our interests in three surgery centers and closed a surgery center. These centers’ results of operations and gains and losses associated with their dispositions have been classified as discontinued operations in all periods presented. We recognized an after tax loss for the disposition of discontinued interests in surgery centers of $2.5 million during 2008 and an after tax gain for the disposition of discontinued interests in surgery centers of $330,000 in 2007. The net loss derived from the operations of the discontinued surgery centers was $8,000 for 2008 and the net earnings from the operations of the discontinued surgery centers for 2007 was $2.1 million.

Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

Revenues increased $76.9 million, or 17%, to $518.3 million in 2007 from $441.4 million in 2006. Our 2007 revenues were impacted by an approximately $3.0 million reduction in revenue due to the Medicare reimbursement cuts stemming from DEFRA (see “— Sources of Revenues”). Our procedures increased by 144,887, or 17%, to 954,267 in 2007 from 809,380 in 2006. The additional revenues resulted primarily from:

• centers acquired or opened in 2007, which generated $40.8 million in revenues;

• $19.4 million of revenue growth recognized by our 2007 same-center group primarily as a result of procedure growth; and

• centers acquired or opened in 2006, which contributed $14.8 million of additional revenues due to having a full period of operations in 2007.

Staff at newly acquired and developed centers, as well as the additional staffing required at existing centers due to increased volume, resulted in an 18% increase in salaries and benefits at our surgery centers in 2007. We experienced a 2% increase in salaries and benefits at our corporate offices during 2007 over 2006. The increase in corporate office salaries and benefits was primarily due to additional corporate staff needed to manage our additional centers in operation during 2007, net of lower bonus expense in 2007 versus 2006. Salaries and benefits increased in total by 15% to $152.3 million in 2007 from $131.9 million in 2006. Salaries and benefits as a percentage of revenues decreased in 2007 compared to 2006 due in part to a change from incremental, annual vesting of stock-based awards in five installments to cliff vesting of stock-based awards four years following the date of grant.

27

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

Supply cost was $59.9 million in 2007, an increase of $8.7 million, or 17%, over supply cost in 2006. This increase was primarily the result of additional procedure volume. Our average supply cost per procedure in 2007 was consistent with that experienced in 2006.

Other operating expenses increased $19.0 million, or 22%, to $106.2 million in 2007 from $87.2 million in 2006. The additional expense in the 2007 period resulted primarily from:

• centers acquired or opened during 2007, which resulted in an increase of $7.5 million in other operating expenses;

• an increase of $7.0 million in other operating expenses at our 2007 same-center group resulting primarily from additional procedure volume, general inflationary cost increases, and a $1.3 million impairment charge and property loss incurred at a center that will be relocating its facility during 2008; and

• centers acquired or opened during 2006, which resulted in an increase of $2.2 million in other operating expenses.

Depreciation and amortization expense increased $2.6 million, or 16%, in 2007 from 2006, primarily as a result of centers acquired since 2006 and newly developed surgery centers in operation, which have an initially higher level of depreciation expense due to their construction costs.

Minority interest in earnings from continuing operations before income taxes in 2007 increased $13.6 million, or 15%, from 2006, primarily as a result of minority partners’ interest in earnings at surgery centers recently added to operations. As a percentage of revenues, minority interest decreased to 19.9% in 2007 from 20.3% in 2006, as a result of our minority partners sharing in reduced center profit margins caused by lower same-center revenue growth.

Interest expense increased $2.2 million in 2007, or 30%, from 2006, primarily due to additional long-term debt outstanding during 2007 resulting from our acquisition activities. See “— Liquidity and Capital Resources.”

We recognized income tax expense from continuing operations of $26.6 million in 2007 compared to $22.5 million in 2006. Our effective tax rate in 2007 and 2006 was 38.9% and 38.8%, respectively, of earnings from continuing operations before income taxes, and differed from the federal statutory income tax rate of 35.0%, primarily due to the impact of state income taxes. Effective January 1, 2007, we adopted FIN No. 48, and recorded a cumulative reduction to beginning retained earnings of $634,000. In addition, during 2007, we incurred additional income tax expense of $224,000 related to FIN No. 48 and recognized an additional tax benefit of approximately $400,000 in 2007 associated with the recognition of a capital loss carryforward.

During 2007, we sold our interests in three surgery centers and closed a surgery center, following management’s assessment of limited growth opportunities at these centers. In 2006, we sold our interests in four surgery centers. These centers’ results of operations and gains and losses associated with their dispositions have been classified as discontinued operations in all periods presented. We recognized an after tax gain for the disposition of discontinued interests in surgery centers of $330,000 during 2007 and an after tax loss for the disposition of discontinued interests in surgery centers of $463,000 for 2006. The net earnings derived from the operations of the discontinued surgery centers were $2,079,000 and $2,723,000 during 2007 and 2006, respectively.

Liquidity and Capital Resources

At December 31, 2008, we had working capital of $85.5 million compared to $83.8 million at December 31, 2007. Operating activities for 2008 generated $90.9 million in cash flow from operations compared to $79.4 million in 2007. The increase in operating cash flow activity resulted primarily from higher net earnings in 2008 and additional deferred tax savings primarily due to increased goodwill amortization for tax purposes. Cash and cash equivalents at December 31, 2008 and 2007 were $31.5 million and $30.0 million, respectively.

The principal source of our operating cash flow is the collection of accounts receivable from governmental payors, commercial payors and individuals. Each of our surgery centers bills for services as performed, either electronically or in paper form, usually within several days following the procedure. Generally, unpaid amounts that are 30 days past due are rebilled based on a standard set of procedures. If amounts remain uncollected after 60 days, our surgery centers proceed with a series of late-notice notifications until amounts are either collected, contractually written off in accordance with contracted rates or determined to be uncollectible, typically after 90 to 120 days. Receivables determined to be uncollectible are written off and such amounts are applied to our estimate of allowance for bad debts as previously established in accordance with our policy for allowance for bad debt expense (see “ — Critical Accounting Policies — Allowance for Contractual Adjustments and Bad Debt Expense”). The amount of actual write-offs of account balances for each of our surgery centers is continuously compared to established allowances for bad debt to ensure that such allowances are adequate. At December 31, 2008 and 2007, our accounts receivable represented 38 days of revenue outstanding.

28

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

During 2008, we had total capital expenditures of $138.0 million, which included:

• $118.7 million for acquisitions of interests in ASCs;

• $16.4 million for new or replacement property at existing surgery centers, including $970,000 in new capital leases; and

• $2.9 million for surgery centers under development.

Our cash flow from operations was approximately 66% of our cash payments for capital expenditures, and we received approximately $582,000 from capital contributions of our minority partners to fund their proportionate share of development activity. Borrowings under long-term debt were used to fund the remaining portion of our obligations. At December 31, 2008, we had unfunded construction and equipment purchase commitments for centers under development or under renovation of approximately $1.2 million, which we intend to fund through additional borrowings of long-term debt, operating cash flow and capital contributions by minority partners.

During 2008, we received approximately $3.8 million in cash and a secured note for $885,000 from the sale of our interests in four surgery centers. During 2008, notes receivable decreased by $1.5 million, primarily due to payments on a note receivable related to the sale of a surgery center in 2004. This note is secured by a pledge of a 51% ownership interest in the center, is guaranteed by the physician partners at the center and is due in installments through July 2009. The balance of this note at December 31, 2008 was $1.7 million.

During 2008, we had net borrowings on long-term debt of $43.0 million, and at December 31, 2008, we had $249.0 million outstanding under our revolving credit facility. Pursuant to our credit facility, we may borrow up to $300.0 million to, among other things, finance our acquisition and development projects and any future stock repurchase programs at a rate equal to, at our option, the prime rate, LIBOR plus 0.50% to 1.50% or a combination thereof. The loan agreement provides for a fee of 0.15% to 0.30% 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. We were in compliance with all covenants at December 31, 2008. Borrowings under the revolving credit facility are due in July 2011 and are secured primarily by a pledge of the stock of our subsidiaries that serve as the general partners of our limited partnerships and our partnership and membership interests in the limited partnerships and limited liability companies. We incurred approximately $41,000 in deferred financing fees during 2008, primarily associated with an amendment to our credit facility in October 2007.

During 2008, we received approximately $10.0 million from the exercise of options and the issuance of common stock under our employee stock option plans. The tax benefit received from the exercise of those options was approximately $1.4 million. During September 2008, our board of directors approved a $25.0 million stock repurchase program, the primary intent of which is to mitigate the dilutive effect of shares issued pursuant to our stock incentive plans. During the three months ended December 31, 2008, we repurchased 517,000 shares of common stock for $12.4 million at an average price of $24 per share. See “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.”

Subsequent to December 31, 2008, through one wholly owned subsidiary and in three separate transactions, we acquired majority interests in three surgery centers for an aggregate purchase price of approximately $16.5 million, which was funded by borrowings under our credit facility.

The following schedule summarizes all of our contractual obligations by period as of December 31, 2008 (in thousands):

	Payments Due by Period
			Less than						More than 5
	Total		1 Year		1-3 Years		3-5 Years		Years
Long-term debt, including interest (1)	$	269,180	$	5,243	$	256,613	$	4,858	$	2,466
Capital lease obligations, including interest		6,878		2,825		3,372		679		2
Operating leases, including renewal option periods (2)		400,574		32,134		62,489		60,129		245,822
Construction in progress commitments		1,237		1,237		—		—		—
Other long-term obligations (3)		980		980		—		—		—
Liability for unrecognized tax benefits		7,776		—		7,776		—		—
Total contractual cash obligations	$	686,625	$	42,419	$	330,250	$	65,666	$	248,290

29

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

(1)	Our long-term debt may increase based on future acquisition activity. We will use our operating cash flow to repay existing long-term debt under our credit facility prior to its maturity date.
(2)	Operating lease obligations do not include common area maintenance (“CAM”), insurance or tax payments for which the Company is also obligated. Total expense related to CAM, insurance and taxes for the 2008 fiscal year was approximately $3.6 million.
(3)	Other long-term obligations consist of purchase price commitments that were contingent upon certain events. These obligations will be paid in 2009 and are expected to be funded through borrowing under our credit facility.

In addition, as of February 26, 2009, we had available under our revolving credit facility $50.0 million for acquisition borrowings.

Based upon our current operations and anticipated growth, we believe our operating cash flow and borrowing capacity will be adequate to meet our working capital and capital expenditure requirements for the next 12 to 18 months. In addition to acquiring and developing single ASCs, we may from time to time consider other acquisitions or strategic joint ventures involving other companies, multiple-center chains or networks of ASCs. Such acquisitions, joint ventures or other opportunities may require an amendment to our current credit facility or additional external financing. We cannot assure you that any required financing will be available, or will be available on terms acceptable to us.

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standards, or SFAS, No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and became effective for us beginning January 1, 2008. The adoption of SFAS No. 157 did not have an effect on our financial position, results of operations or cash flows. Additional footnote disclosure has been provided that describes the measurement methods applied to assets and liabilities that are measured on a recurring basis.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 allows entities the option to measure eligible financial instruments at fair value as of specified dates. Such election, which may be applied on an instrument by instrument basis, is typically irrevocable once elected. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and became effective for us on January 1, 2008. The impact of the adoption of SFAS No. 159 did not have a material effect on our financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an Amendment of Accounting Research Bulletin No. 51.” SFAS No. 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, changes in a parent’s ownership of a noncontrolling interest, calculation and disclosure of the consolidated net income attributable to the parent and the noncontrolling interest, changes in a parent’s ownership interest while the parent retains its controlling financial interest and fair value measurement of any retained noncontrolling equity investment. SFAS No. 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The adoption of SFAS No. 160 will result in changes in the presentation of our financial position, primarily due to reclassification of minority interest to a component of shareholders’ equity, but is not expected to have a material effect on our results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations,” which replaces SFAS No. 141, “Business Combinations.” SFAS No. 141R retains the fundamental requirements in SFAS No. 141 that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. SFAS No. 141R defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date the acquirer achieves control. SFAS No. 141R will require an entity to record separately from the business combination the direct costs, where previously these costs were included in the total allocated cost of the acquisition. SFAS No. 141R will require an entity to recognize the assets acquired, liabilities assumed and any noncontrolling interest in the acquired business at the acquisition date, at their fair values as of that date. This compares to the cost allocation method previously required by SFAS No. 141. SFAS No. 141R will require an entity to recognize as an asset or liability at fair value for certain contingencies, either contractual or non-contractual, if certain criteria are met. Finally, SFAS No. 141R will require an entity to recognize contingent consideration at the date of acquisition, based on the fair value at that date. SFAS No. 141R will be effective for business combinations completed on or after the first annual reporting period beginning on or after December 15, 2008. Early adoption of this standard is not permitted and the standards are to be applied prospectively only. Upon adoption of this standard, there would be no impact to our results of operations and financial condition for acquisitions previously completed. Once adopted, we anticipate that the goodwill recorded in connection with future acquisitions will be significantly greater than the goodwill currently recorded under SFAS No. 141, and the amount of noncontrolling interest, or minority interest as it is currently referred to on our consolidated balance sheet, will correspondingly increase. The adoption of SFAS No. 141R is not expected to have a material effect on our results of operations or cash flows.

30

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

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities.” SFAS No. 161 is intended to enhance the current disclosure framework in SFAS No. 133 by requiring that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. This disclosure better conveys the purpose of derivative use in terms of risks that the entity is intending to manage. SFAS No. 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008 and will become effective for us beginning with the first quarter of 2009. We do not expect the impact of the adoption of SFAS No. 161 to have a material effect on our financial position, results of operations or cash flows.

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. We entered into an interest rate swap agreement in April 2006 in which $50.0 million of the principal amount outstanding under the revolving credit facility will bear interest at a fixed-rate of 5.365% for the period from April 28, 2006 to April 28, 2011. Interest rate changes would result in gains or losses in the market value of our debt portfolio due to differences in market interest rates and the rates at the inception of the debt agreements. Based upon our indebtedness at December 31, 2008, a 100 basis point interest rate change would impact our pre-tax net income and cash flow by approximately $2.1 million annually. 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 our income or cash flows in 2009.

The table below provides information as of December 31, 2008 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
																					Value at
	Years Ended December 31,																				December 31,
	2009			2010			2011			2012			2013			Thereafter			Total		2008
Fixed rate	$	5,398		$	3,984		$	53,191		$	2,156		$	1,425		$	785		$	66,939	$	63,321
Average interest rate		6.7	%		6.7	%		5.4	%		6.0	%		6.0	%		6.2	%
Variable rate	$	1,403		$	1,178		$	200,198		$	942		$	495		$	1,481		$	205,697	$	193,373
Average interest rate		5.4	%		5.5	%		3.8	%		5.9	%		6.1	%		6.5	%

The difference in maturities of long-term obligations and overall increase in total borrowings from 2007 to 2008 principally resulted from our borrowings associated with acquisitions of surgery centers. The average interest rates on these borrowings at December 31, 2008 remained consistent as compared to December 31, 2007.

31

Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
AmSurg Corp.
Nashville, Tennessee

We have audited the accompanying consolidated balance sheets of AmSurg Corp. and subsidiaries (the “Company”) as of December 31, 2008 and 2007, and the related consolidated statements of earnings, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2008. 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 the standards of the Public Company Accounting Oversight Board (United States). 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 the Company as of December 31, 2008 and 2007, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, the Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of SFAS No. 109, effective January 1, 2007, which resulted in the Company changing the method in which it accounts for uncertainties in income taxes.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2009 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Nashville, Tennessee
February 26, 2009

32

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

AmSurg Corp.
Consolidated Balance Sheets
December 31, 2008 and 2007
(Dollars in thousands)

	2008			2007
Assets
Current assets:
Cash and cash equivalents	$	31,548		$	29,953
Accounts receivable, net of allowance of $11,757 and $8,310, respectively		63,602			61,284
Supplies inventory		8,083			6,882
Deferred income taxes (note 9)		1,378			1,354
Prepaid and other current assets (note 6)		17,223			18,509
Current assets held for sale (note 2)		25			—
Total current assets		121,859			117,982
Long-term receivables and other assets (note 2)		46			1,653
Property and equipment, net (notes 3, 5 and 7)		111,884			104,874
Intangible assets, net (notes 2 and 4)		671,914			557,125
Long-term assets held for sale (note 2)		176			—
Total assets	$	905,879		$	781,634
Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of long-term debt (note 5)	$	6,801		$	5,781
Accounts payable		14,240			12,703
Accrued salaries and benefits (note 6)		12,040			12,415
Other accrued liabilities		3,246			2,291
Income taxes payable		—			1,000
Current liabilities held for sale (note 2)		35			—
Total current liabilities		36,362			34,190
Long-term debt (notes 2 and 5)		265,835			216,822
Deferred income taxes (note 9)		54,758			41,990
Other long-term liabilities (notes 2, 6 and 9)		22,416			15,401
Commitments and contingencies (notes 2, 5, 7, 10 and 12)
Minority interest		66,079			62,006
Preferred stock, no par value, 5,000,000 shares authorized, no shares issued or outstanding (note 8)		—			—
Shareholders’ equity:
Common stock, no par value 70,000,000 shares authorized, 31,342,241 and 31,202,629 shares outstanding, respectively (note 8)		177,624			172,536
Deferred compensation		(5,432	)		(3,916	)
Retained earnings, net of ($634) cumulative adjustment to beginning retained earnings on January 1, 2007 for change in accounting for uncertainties in income taxes		291,088			244,042
Accumulated other comprehensive loss, net of income taxes (notes 5 and 6)		(2,851	)		(1,437	)
Total shareholders’ equity		460,429			411,225
Total liabilities and shareholders’ equity	$	905,879		$	781,634

See accompanying notes to the consolidated financial statements.

33

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

AmSurg Corp.
Consolidated Statements of Earnings
Years Ended December 31, 2008, 2007 and 2006
(In thousands, except earnings per share)

	2008			2007		2006
Revenues	$	600,655		$	518,311	$	441,438
Operating expenses:
Salaries and benefits (note 10)		173,588			152,332		131,942
Supply cost		70,664			59,930		51,251
Other operating expenses (note 10)		125,064			106,223		87,206
Depreciation and amortization		20,876			18,755		16,123
Total operating expenses		390,192			337,240		286,522
Operating income		210,463			181,071		154,916
Minority interest		118,550			103,153		89,530
Interest expense, net of interest income of $249, $535 and $568, respectively		9,938			9,568		7,386
Earnings from continuing operations before income taxes		81,975			68,350		58,000
Income tax expense (note 9)		32,463			26,584		22,521
Net earnings from continuing operations		49,512			41,766		35,479
Discontinued operations:
(Loss) earnings from operations of discontinued interests in surgery centers, net of income tax (benefit) expense		(8	)		2,079		2,723
(Loss) gain on disposal of discontinued interests in surgery centers, net of income tax (benefit) expense		(2,458	)		330		(463	)
Net (loss) earnings from discontinued operations		(2,466	)		2,409		2,260
Net earnings	$	47,046		$	44,175	$	37,739
Basic earnings per common share (note 7):
Net earnings from continuing operations	$	1.57		$	1.36	$	1.19
Net earnings	$	1.49		$	1.44	$	1.27
Diluted earnings per common share:
Net earnings from continuing operations	$	1.55		$	1.34	$	1.17
Net earnings	$	1.47		$	1.42	$	1.24
Weighted average number of shares and share equivalents outstanding (note 8):
Basic		31,503			30,619		29,822
Diluted		31,963			31,102		30,398

See accompanying notes to the consolidated financial statements.

34

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

AmSurg Corp.
Consolidated Statements of Changes in Shareholders’ Equity
Years Ended December 31, 2008, 2007 and 2006
(In thousands)

													Accumulated
													Other
	Common Stock						Deferred			Retained			Comprehensive
	Shares			Amount			Compensation			Earnings			Loss			Total
Balance at January 1, 2006		29,689		$	131,856		$	—		$	162,762		$	—		$	294,618
Issuance of common stock		3			87			—			—			—			87
Stock options exercised		242			3,048			—			—			—			3,048
Share-based compensation		—			7,030			—			—			—			7,030
Tax benefit related to exercise of stock options		—			1,056			—			—			—			1,056
Comprehensive income:
Net earnings		—			—			—			37,739			—			37,739
Loss on interest rate swap, net of income tax benefit of $303		—			—			—			—			(470	)		(470	)
Total comprehensive income		—			—			—			—			—			37,269
Balance at December 31, 2006		29,934			143,077			—			200,501			(470	)		343,108
Cumulative adjustment to beginning retained earnings on January 1, 2007		—			—			—			(634	)		—			(634	)
Issuance of restricted common stock		200			4,616			(4,616	)		—			—			—
Deferred compensation amortization		—			—			576			—			—			576
Cancellation of restricted common stock		(5	)		(124	)		124			—			—			—
Stock options exercised		1,074			17,661			—			—			—			17,661
Share-based compensation		—			3,984			—			—			—			3,984
Tax benefit related to exercise of		—			3,322			—			—			—			3,322
stock options Comprehensive income:
Net earnings		—			—			—			44,175			—			44,175
Loss on interest rate swap, net of income tax benefit of $624		—			—			—			—			(967	)		(967	)
Total comprehensive income		—			—			—			—			—			43,208
Balance at December 31, 2007		31,203			172,536			(3,916	)		244,042			(1,437	)		411,225
Issuance of restricted common stock		147			3,662			(3,662	)		—			—			—
Deferred compensation amortization		—			—			1,912			—			—			1,912
Cancellation of restricted common stock		(10	)		(234	)		234			—			—			—
Stock options exercised		519			9,970			—			—			—			9,970
Stock repurchased		(517	)		(12,413	)		—			—			—			(12,413	)
Share-based compensation		—			2,798			—			—			—			2,798
Tax benefit related to exercise of stock options		—			1,305			—			—			—			1,305
Comprehensive income:
Net earnings		—			—			—			47,046			—			47,046
Loss on interest rate swap, net of income tax benefit of $911		—			—			—			—			(1,414	)		(1,414	)
Total comprehensive income		—			—			—			—			—			45,632
Balance at December 31, 2008		31,342		$	177,624		$	(5,432	)	$	291,088		$	(2,851	)	$	460,429

See accompanying notes to the consolidated financial statements.

35

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

AmSurg Corp.
Consolidated Statements of Cash Flows
Years Ended December 31, 2008, 2007 and 2006
(In thousands)

	2008			2007			2006
Cash flows from operating activities:
Net earnings	$	47,046		$	44,175		$	37,739
Adjustments to reconcile net earnings to net cash provided by operating activities:
Minority interest		118,550			103,153			89,530
Distributions to minority partners		(118,769	)		(103,545	)		(90,668	)
Depreciation and amortization		20,876			18,755			16,123
Net loss on sale and impairment of long-lived assets		922			724			92
Share-based compensation		4,710			4,560			7,030
Excess tax benefit from share-based compensation		(1,351	)		(3,322	)		(1,070	)
Deferred income taxes		14,729			8,063			5,918
Increase (decrease) in cash and cash equivalents, net of effects of acquisitions and dispositions, due to changes in:
Accounts receivable, net		3,792			(2,300	)		(1,939	)
Supplies inventory		(83	)		47			(391	)
Prepaid and other current assets		2,344			(2,958	)		(383	)
Accounts payable		(1,904	)		962			1,382
Accrued expenses and other liabilities		(487	)		8,128			4,040
Other, net		552			2,929			4,618
Net cash flows provided by operating activities		90,927			79,371			72,021
Cash flows from investing activities:
Acquisition of interest in surgery centers		(118,671	)		(162,777	)		(57,029	)
Acquisition of property and equipment		(18,379	)		(24,640	)		(18,468	)
Proceeds from sale of interests in surgery centers		3,812			5,433			1,076
Net repayment of long-term receivables		1,458			2,616			2,627
Net cash flows used in investing activities		(131,780	)		(179,368	)		(71,794	)
Cash flows from financing activities:
Proceeds from long-term borrowings		157,787			178,316			98,855
Repayment on long-term borrowings		(114,788	)		(89,712	)		(103,370	)
Net proceeds from issuance of common stock		9,970			17,661			3,048
Purchase of common stock		(12,413	)		—			—
Proceeds from capital contributions by minority partners		582			480			177
Excess tax benefit from share-based compensation		1,351			3,322			1,070
Financing cost incurred		(41	)		(200	)		(420	)
Net cash flows provided by (used in) financing activities		42,448			109,867			(640	)
Net increase (decrease) in cash and cash equivalents		1,595			9,870			(413	)
Cash and cash equivalents, beginning of year		29,953			20,083			20,496
Cash and cash equivalents, end of year	$	31,548		$	29,953		$	20,083

See accompanying notes to the consolidated financial statements.

36

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%, in limited partnerships and limited liability companies (“LLCs”) which own and operate ambulatory surgery centers (“centers”). The Company also has majority ownership interests in other limited 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’s wholly owned subsidiaries are the general partner or majority member. Consolidation of such limited partnerships and LLCs is necessary as the Company’s wholly owned subsidiaries have 51% or more of the financial interest, are the general partner or majority member with all the duties, rights and responsibilities thereof, are responsible for the day-to-day management of the limited partnerships and LLCs and have control of the entities. The responsibilities of the Company’s minority partners (limited partners and minority members) 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 that they are required to guarantee on a pro rata basis based upon their respective ownership interests. Intercompany profits, transactions and balances have been eliminated. All limited partnerships and LLCs and minority owners are referred to herein as partnerships and partners, respectively.

Surgery center profits are allocated to the Company’s partners in proportion to their individual ownership percentages and reflected in the aggregate as minority interest. The partners of the Company’s surgery center partnerships typically are organized as general partnerships, limited partnerships or limited liability companies that are not subject to federal income tax. Each partner shares in the pre-tax earnings of the surgery center in which it is a partner. Accordingly, the minority interest in each of the Company’s partnerships is determined on a pre-tax basis and presented before earnings before income taxes in order to present that amount of earnings on which the Company must determine its tax expense. In addition, distributions from the partnerships are made to both the Company’s wholly owned subsidiaries and the partners on a pre-tax basis.

As described above, the Company is a holding company and its ability to service corporate debt is dependent upon distributions from its partnerships. Positive operating cash flows of individual centers are the sole source of cash used to make distributions to the Company’s wholly owned subsidiaries as well as to the partners, which the Company is obligated to make on a monthly basis in accordance with each partnership’s partnership or operating agreement. Accordingly, distributions to the minority partners are included in the consolidated financial statements as a component of the Company’s cash flows from operating activities.

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

At December 31, 2008, prepaid and other current assets were comprised of prepaid insurance expense of $2,973,000, other prepaid expenses of $3,073,000, notes receivable of $1,667,000, short-term investments of $3,005,000, other current receivables of $4,824,000, income tax receivable of $1,021,000 and other current assets of $660,000. At December 31, 2007, prepaid and other current assets were comprised of prepaid insurance expense of $2,714,000, other prepaid expenses of $2,730,000, current portion of notes receivable of $2,708,000, short-term investments of $4,198,000, other current receivables of $5,567,000 and other current assets of $592,000.

e. Property and Equipment, net

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 to 40 years or, for leasehold improvements, over the remaining term of the lease plus renewal options for which failure to renew the lease imposes a penalty on the Company in such an amount that a renewal appears, at the inception of the lease, to be reasonably assured. The primary penalty to which the Company is subject is the economic detriment associated

37

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

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

with existing leasehold improvements which might be impaired if a decision is made not to continue the use of the leased property. Depreciation for movable equipment and software and software development costs is recognized over useful lives of three to ten years.

f. Intangible Assets

Goodwill

The Company applies the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” which requires that goodwill be evaluated for impairment at least on an annual basis; impairment of carrying value will be evaluated more frequently if certain indicators are encountered. 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. The Company has determined that it has one operating, as well as one reportable, segment. For impairment testing purposes, the centers qualify as components of that operating segment. Because they have similar economic characteristics, the components are aggregated and deemed a single reporting unit. The Company completed its annual impairment test as required by SFAS No. 142 as of December 31, 2008, and determined that goodwill was not impaired.

Other Intangible Assets

Other intangible assets consist primarily of deferred financing costs of the Company and certain amortizable and non-amortizable non-compete and customer agreements. Deferred finance costs and amortizable non-compete agreements and customer agreements are amortized over the term of the related debt as interest expense and the contractual term or estimated life (five to ten years) of the agreements as amortization expense, respectively.

g. Other Long-Term Liabilities

Other long-term liabilities are primarily comprised of tax-effected unrecognized benefits (see note 1(j)), negative fair value of our interest rate swap and purchase price obligations.

h. 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 adjustments from third-party medical service payors including Medicare and Medicaid (see note 1(n)). During the years ended December 31, 2008, 2007 and 2006, the Company derived approximately 34%, 34% and 35%, respectively, of its revenues from Medicare and Medicaid. Concentration of credit risk with respect to other payors is limited due to the large number of such payors.

i. Operating Expenses

Substantially all of the Company’s operating expenses relate to the cost of revenues and the delivery of care at the Company’s surgery centers. Such costs primarily include the surgery centers’ clinical and administrative salaries and benefits, supply cost, rent and other variable expenses, such as linen cost, repair and maintenance of equipment, billing fees and bad debt expense. Bad debt expense was approximately $17,169,000, $14,286,000 and $11,418,000 for the years ended December 31, 2008, 2007 and 2006, respectively.

j. 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.

38

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

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

In June 2006, the Financial Accounting Standard Board (“FASB”) issued FASB Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of SFAS No. 109,” which clarifies the accounting for uncertainty in income taxes recognized in financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” FIN No. 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The provisions of FIN No. 48 are effective for fiscal years beginning after December 15, 2006, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The Company adopted the provisions of FIN No. 48 on January 1, 2007. As of the adoption date, the Company had no unrecognized benefits that, if recognized, would affect its effective tax rate. Except for a cumulative adjustment in accordance with FIN No. 48, it is the Company’s policy to recognize interest accrued and penalties, if any, related to unrecognized benefits as income tax expense in its statement of earnings. Approximately $1,101,000 of accrued interest was established as a FIN No. 48 liability on January 1, 2007 through a tax affected adjustment to beginning retained earnings of $634,000. Additionally, as of January 1, 2007, the Company reclassified approximately $4,868,000 from long-term deferred tax liability to other long-term liabilities to reflect the amount of its tax-effected unrecognized benefits.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal or state income tax examinations for years prior to 2003.

k. 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.

l. Fair Value of Financial Instruments

Cash and cash equivalents, receivables and payables are reflected in the financial statements at cost, which approximates fair value. Short-term investments are recorded at fair value of $3,005,000. The fair value of fixed-rate long-term debt, with a carrying value of $66,939,000, was $63,321,000 at December 31, 2008. The fair value of variable-rate long-term debt, with a carrying value of $205,697,000, was $193,373,000 at December 31, 2008.

m. Share-Based Compensation

Beginning January 1, 2006, the Company adopted SFAS No. 123R, “Share-Based Payment (Revised 2004).” This statement addresses the accounting for share-based payment transactions in which a company receives employee and non-employee services in exchange for the company’s equity instruments or liabilities that are based on the fair value of the company’s equity securities or may be settled by the issuance of these securities. SFAS No. 123R eliminates the ability to account for share-based compensation using Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and generally requires that such transactions be accounted for using a fair value method. The Company adopted SFAS No. 123R using the modified prospective method, which does not require restatement of prior periods, and applies the Black-Scholes method of valuation in determining share-based compensation expense. Prior to 2006, the Company accounted for its stock option plans in accordance with the provisions of APB Opinion No. 25 and related interpretations. Under APB Opinion No. 25, compensation expense was recorded on the date of grant if the current market price of the underlying stock exceeded the exercise price.

SFAS No. 123R also requires companies to calculate an initial “pool” of excess tax benefits available at the adoption date to absorb any tax deficiencies that may be recognized under SFAS No. 123R. The pool includes the net excess tax benefits that would have been recognized if the company had adopted SFAS No. 123, “Accounting for Stock-Based Compensation,” for recognition purposes on its effective date. The Company elected to calculate the pool of excess tax benefits under the alternative transition method described in FASB Staff Position FAS No. 123R-3, “Transition Election to Accounting for Tax Effects of Share-Based Payment Awards.”

SFAS No. 123R also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as required under APB Opinion No. 25 and related interpretations. This requirement reduced the Company’s net operating cash flows and increased its financing cash flows by $1,351,000, $3,322,000 and $1,070,000 for the years ended December 31, 2008, 2007 and 2006, respectively.

As part of its SFAS No. 123R adoption, the Company examined concentrations of holdings, its historical patterns of option exercises and forfeitures as well as forward-looking factors, in an effort to determine if there were any discernable employee populations. From this analysis, the Company identified three employee populations, consisting of senior executives, officers and all other recipients.

39

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

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

The expected volatility rate applied was estimated based on historical volatility. The expected term assumption applied is based on contractual terms, historical exercise and cancellation patterns and forward-looking factors where present for each population identified. The risk-free interest rate used is based on the U.S. Treasury yield curve in effect at the time of the grant. The pre-vesting forfeiture rate is based on historical rates and forward-looking factors for each population identified. As required under SFAS No. 123R, the Company will adjust the estimated forfeiture rate to its actual experience. The Company is precluded from paying dividends under its credit facility, and therefore, there is no expected dividend yield.

n. 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, contracts with payors and procedure statistics. Accordingly, net accounts receivable at December 31, 2008 and 2007 reflect allowances for contractual adjustments of $94,053,000 and $79,937,000, respectively, and allowance for bad debt expense of $11,757,000 and $8,310,000, respectively.

o. Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements for fiscal years beginning after November 15, 2007 and became effective for the Company beginning January 1, 2008. The adoption of SFAS No. 157 did not have an effect on the Company’s financial position, results of operations or cash flows. Additional footnote disclosure has been provided that describes the measurement methods applied to assets and liabilities that are measured on a recurring basis.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 allows entities the option to measure eligible financial instruments at fair value as of specified dates. Such election, which may be applied on an instrument by instrument basis, is typically irrevocable once elected. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and became effective for the Company on January 1, 2008. The impact of the adoption of SFAS No. 159 did not have a material effect on the Company’s financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an Amendment of Accounting Research Bulletin No. 51.” SFAS No. 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, changes in a parent’s ownership of a noncontrolling interest, calculation and disclosure of the consolidated net income attributable to the parent and the noncontrolling interest, changes in a parent’s ownership interest while the parent retains its controlling financial interest and fair value measurement of any retained noncontrolling equity investment. SFAS No. 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption of this standard is prohibited. The adoption of SFAS No. 160 will result in changes in the presentation of the Company’s financial position, primarily due to reclassification of minority interest to a component of shareholders’ equity, but is not expected to have a material effect on the Company’s results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations,” which replaces SFAS No. 141, “Business Combinations.” SFAS No. 141R retains the fundamental requirements in SFAS No. 141 that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. SFAS No. 141R defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date the acquirer achieves control. SFAS No. 141R will require an entity to record separately from the business combination the direct costs, where previously these costs were included in the total allocated cost of the acquisition. SFAS No. 141R will require an entity to recognize the assets acquired, liabilities assumed and any noncontrolling interest in the acquired business at the acquisition date, at their fair values as of that date. This compares to the cost allocation method previously required by SFAS No. 141. SFAS No. 141R will require an entity to recognize as an asset or liability at fair value for certain contingencies, either contractual or non-contractual, if certain criteria are met. Finally, SFAS No. 141R will require an entity to recognize contingent consideration at the date of acquisition, based on the fair value at that date. SFAS No. 141R will be effective for business combinations completed on or after the first annual reporting period beginning on or after December 15, 2008. Early adoption of this standard is prohibited and the standards are to be applied prospectively only. Upon adoption of this

40

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

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

standard, there would be no impact to the Company’s results of operations and financial condition for acquisitions previously completed. Once adopted, the Company anticipates that the goodwill recorded in connection with future acquisitions will be significantly greater than the goodwill currently recorded under SFAS No. 141, and the amount of noncontrolling interest, or minority interest as it is currently referred to on the Company’s consolidated balance sheet, will correspondingly increase. The adoption of SFAS No. 141R is not expected to have a material effect on the Company’s results of operations or cash flows.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities.” SFAS No. 161 is intended to enhance the current disclosure framework in SFAS No. 133 by requiring that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. This disclosure better conveys the purpose of derivative use in terms of risks that the entity is intending to manage. SFAS No. 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008 and will become effective for the Company beginning with the first quarter of 2009. The adoption of SFAS No. 161 is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

p. Reclassifications and Restatements

Certain prior year amounts have been restated to reflect discontinued operations as further discussed in note 2(c).

2. Acquisitions and Dispositions

a. Acquisitions

The Company, through wholly owned subsidiaries and in separate transactions, acquired a majority interest in 19 and 21 surgery centers during 2008 and 2007, respectively. Consideration paid for the acquired interests consisted of cash and purchase price obligations in 2008 and cash in 2007. Total acquisition price and cost in 2008 and 2007 was $118,671,000 and $162,777,000, respectively, of which the Company assigned $117,003,000 and $153,399,000, respectively, to goodwill and other non-amortizable intangible assets. The goodwill is expected to be fully deductible for tax purposes.

At December 31, 2008, the Company had contingent purchase price obligations of $580,000 related to a current year acquisition dependent upon certain requirements of the physician entity. The Company expects to fund the purchase price obligation in early 2009. At December 31, 2007, the Company had contingent purchase price obligations of $1,715,000, primarily related to six of its 2007 and 2006 acquisitions dependent upon final rulemaking by The Centers for Medicare and Medicaid Services, or CMS, related to a change in the rate setting methodology, payment rates, payment policies and the list of covered surgical procedures for ambulatory surgery centers. In July 2007, CMS announced a final rule to be effective January 1, 2008. The Company funded the purchase price obligations in January and February 2008 through long-term borrowings under the Company’s credit facility (see note 5). The purchase price obligations were reflected as other long-term liabilities in the balance sheet as of December 31, 2007.

b. Pro Forma Information

The unaudited consolidated pro forma results for the years ended December 31, 2008 and 2007, assuming all 2008 and 2007 acquisitions had been consummated on January 1, 2007, are as follows (in thousands, except per share data):

	2008		2007
Revenues	$	661,116	$	634,995
Net earnings from continuing operations		53,707		49,015
Net earnings		51,241		51,424
Net earnings from continuing operations per common share:
Basic	$	1.70	$	1.60
Diluted	$	1.68	$	1.58
Net earnings per common share:
Basic	$	1.63	$	1.68
Diluted	$	1.60	$	1.65
Weighted average number of shares and share equivalents:
Basic		31,503		30,619
Diluted		31,963		31,102

c. Dispositions

During 2008, the Company sold its interest in three surgery centers and began pursuing the sale of its interest in one additional center. This center’s assets and liabilities have been classified as held for sale. In addition, the Company disposed of three non-

41

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

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

operational centers as of December 31, 2008. The Company recognized an after-tax loss of $2,458,000 associated with these dispositions. During 2007, the Company sold its interest in three surgery centers and closed a center, recognizing a net after tax gain of $330,000. During 2006, the Company sold its interests in four surgery centers and recognized an after tax loss of $463,000. In the aggregate, the Company received $3,812,000 in cash and a secured note receivable of $885,000 associated with the 2008 transactions, $5,433,000 in cash associated with the 2007 transactions, and $1,076,000 in cash and a secured note receivable of $108,000 associated with the 2006 transactions. The Company’s disposition of its interests in the surgery centers in 2008, 2007, and 2006 as described above resulted from management’s assessment of the limited growth opportunities at these centers.

The results of operations of the 14 centers have been classified as discontinued operations and prior periods have been restated. Results of operations of the combined discontinued surgery centers for the years ended December 31, 2008, 2007 and 2006 are as follows (in thousands):

	2008			2007		2006
Revenues	$	5,562		$	19,134	$	26,167
(Loss) earnings before income taxes		(13	)		3,418		4,453
Net (loss) earnings		(8	)		2,079		2,723

3. Property and Equipment

Property and equipment at December 31, 2008 and 2007 were as follows (in thousands):

	2008		2007
Land and improvements	$	164	$	164
Building and improvements		88,875		83,745
Movable equipment, software and software development costs		131,085		115,944
Construction in progress		4,913		3,431
		225,037		203,284
Less accumulated depreciation		113,153		98,410
Property and equipment, net	$	111,884	$	104,874

The Company capitalized interest in the amount of $96,000, $213,000 and $222,000 for the years ended December 31, 2008, 2007 and 2006, respectively. At December 31, 2008, the Company and its partnerships had unfunded construction and equipment purchases of approximately $1,237,000 in order to complete construction in progress. Depreciation expense for continuing and discontinued operations for the years ended December 31, 2008, 2007 and 2006 was $21,185,000, $19,516,000 and $17,315,000, respectively.

4. Intangible Assets

Amortizable intangible assets at December 31, 2008 and 2007 consisted of the following (in thousands):

	2008							2007
	Gross							Gross
	Carrying		Accumulated					Carrying		Accumulated
	Amount		Amortization			Net		Amount		Amortization			Net
Deferred financing cost	$	2,744		($2,018	)	$	726	$	2,703		($1,738	)	$	965
Customer and non-compete agreements		3,180		(1,418	)		1,762		3,180		(1,218	)		1,962
Total amortizable intangible assets	$	5,924		($3,436	)	$	2,488	$	5,883		($2,956	)	$	2,927

Amortization of intangible assets for the years ended December 31, 2008, 2007 and 2006 was $480,000, $453,000 and $349,000, respectively. Estimated amortization of intangible assets for the five years and thereafter subsequent to December 31, 2008 is $509,000, $508,000, $365,000, $223,000, $222,000 and $661,000.

42

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

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

The changes in the carrying amount of goodwill for the years ended December 31, 2008 and 2007 are as follows (in thousands):

	2008			2007
Balance, beginning of year	$	546,915		$	397,147
Goodwill acquired during year		117,003			153,399
Goodwill disposed of during year		(2,225	)		(3,631	)
Balance, end of year	$	661,693		$	546,915

At December 31, 2008 and 2007, other non-amortizable intangible assets related to non-compete arrangements was $7,733,000 and $7,283,000, respectively.

5. Long-term Debt

Long-term debt at December 31, 2008 and 2007 was comprised of the following (in thousands):

	2008		2007
$300,000,000 credit agreement at prime, or LIBOR plus 0.50% to 1.50%, or a combination thereof (average rate of 2.64% at December 31, 2008), due July 2011	$	249,000	$	201,000
Other debt at an average rate of 5.9%, due through 2024		17,445		17,786
Capitalized lease arrangements at an average rate of 7.4%, due through 2013 (see note 7)		6,191		3,817
		272,636		222,603
Less current portion		6,801		5,781
Long-term debt	$	265,835	$	216,822

The Company’s revolving credit facility permits the Company to borrow up to $300,000,000 to, among other things, finance its acquisition and development projects and any future stock repurchase programs at an interest rate equal to, at the Company’s option, the prime rate, or LIBOR plus 0.50% to 1.50%, or a combination thereof; provides for a fee of 0.15% to 0.30% of unused commitments; prohibits the payment of dividends; and contains certain covenants relating to the ratio of debt to net worth, operating performance and minimum net worth. Borrowings under the revolving credit facility mature in July 2011. At December 31, 2008, the Company had $249,000,000 outstanding under its revolving credit facility and was in compliance with all covenants.

Certain partnerships included in the Company’s consolidated financial statements have loans with local lending institutions, included above in other debt, which are collateralized by certain assets of the centers with a book value of approximately $44,007,000. The Company and the partners have guaranteed payment of the loans in proportion to the relative partnership interests.

Principal payments required on long-term debt in the five years and thereafter subsequent to December 31, 2008 are $6,801,000, $5,162,000, $253,389,000, $3,098,000, $1,920,000 and $2,266,000.

The Company entered into an interest rate swap agreement in April 2006, the objective of which is to hedge exposure to the variability of the future expected cash flows attributable to the variable interest rate of a portion of the Company’s outstanding balance under its revolving credit facility. The interest rate swap has a notional amount of $50,000,000. The Company pays to the counterparty a fixed-rate of 5.365% of the notional amount of the interest rate swap and receives a floating rate from the counterparty based on LIBOR. The interest rate swap matures in April 2011. In the opinion of management and as permitted by SFAS No. 133, “Accounting for Derivative Investments and Hedging Activities,” the interest rate swap (as a cash flow hedge) is a fully effective hedge. Payments or receipts of cash under the interest rate swap are shown as a part of operating cash flow, consistent with the interest expense incurred pursuant to the credit facility. At December 31, 2008, the swap had a negative fair value of $4,689,000 and is included as part of other long-term liabilities. The value of the swap represents the estimated amount the Company would have paid as of December 31, 2008 upon termination of the agreement based on a valuation obtained from the financial institution that is the counterparty to the interest rate swap agreement. The fair value of the interest rate swap decreased by $1,414,000 and $967,000, net of income taxes, for the years ended December 31, 2008 and 2007, respectively, and accordingly, accumulated other comprehensive loss, net of income taxes, was $2,851,000 and $1,437,000 at December 31, 2008 and 2007, respectively.

43

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

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

6. Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This statement defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The statement is effective for financial statements issued for fiscal years beginning after November 15, 2007 and became effective for the Company beginning January 1, 2008, except for disclosures of non-financial assets and liabilities, which were delayed by FASB Staff Position No. 157-2, “Fair Value Measurements,” until January 1, 2009.

In determining the fair value of assets and liabilities that are measured on a recurring basis, the following measurement methods were applied as of December 31, 2008 in accordance with SFAS No. 157 and were commensurate with the market approach (in thousands):

			Fair Value Measurements at
			Reporting Date Using:
			Quoted Prices in
	December 31,		Active Markets for		Significant Other		Significant
	2008		Identical Assets		Observable Inputs		Unobservable Inputs
Assets:
Supplemental executive retirement savings plan investments	$	3,005	$	—	$	3,005	$	—
Liabilities:
Supplemental executive retirement savings plan obligations	$	2,916	$	—	$	2,916	$	—
Interest rate swap agreement		4,689		—		4,689		—
Total liabilities	$	7,605	$	—	$	7,605	$	—

The supplemental executive retirement savings plan investments and obligations are included in prepaid and other current assets and accrued salaries and benefits, respectively. The interest rate swap agreement is included in other long-term liabilities.

7. 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 2029. Future minimum lease payments, including payments during expected renewal option periods, at December 31, 2008 were as follows (in thousands):

Year Ended	Capitalized		Operating
December 31,	Equipment Leases		Leases
2009	$	2,825	$	32,134
2010		1,937		31,529
2011		1,435		30,960
2012		581		30,454
2013		98		29,675
Thereafter		2		245,822
Total minimum rentals		6,878	$	400,574
Less amounts representing interest at rates ranging from 2.5% to 10.1%		687
Capital lease obligations	$	6,191

At December 31, 2008, equipment with a cost of approximately $7,989,000 and accumulated depreciation of approximately $2,090,000 was held under capital leases. The Company and the partners in the partnerships have guaranteed payment of certain of these leases. Rental expense for operating leases for the years ended December 31, 2008, 2007 and 2006 was approximately $32,782,000, $28,003,000 and $24,173,000, respectively (see note 10).

44

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

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

8. Shareholders’ Equity

a. Common Stock

In September 2008, the Company’s board of directors authorized a stock repurchase program for up to $25,000,000 of the Company’s outstanding common stock over the next 12 months. The primary intent of the program is to mitigate the dilutive effect of shares issued pursuant to the Company’s stock incentive plans. During the three months ended December 31, 2008, the Company purchased 517,052 shares of the Company’s common stock for approximately $12,413,000, at an average price of $24 per share.

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, 20% 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.

45

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

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

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, 2008:
Net earnings from continuing operations per share (basic):	$	49,512		31,503	$	1.57
Effect of dilutive securities options		—		460
Net earnings from continuing operations (diluted)	$	49,512		31,963	$	1.55
Net earnings per common share (basic):	$	47,046		31,503	$	1.49
Effect of dilutive securities options		—		460
Net earnings per common share (diluted)	$	47,046		31,963	$	1.47
For the year ended December 31, 2007:
Net earnings from continuing operations per share (basic):	$	41,766		30,619	$	1.36
Effect of dilutive securities options		—		483
Net earnings from continuing operations (diluted)	$	41,766		31,102	$	1.34
Net earnings per common share (basic):	$	44,175		30,619	$	1.44
Effect of dilutive securities options		—		483
Net earnings per common share (diluted)	$	44,175		31,102	$	1.42
For the year ended December 31, 2006:
Net earnings from continuing operations per share (basic):	$	35,479		29,822	$	1.19
Effect of dilutive securities options		—		576
Net earnings from continuing operations (diluted)	$	35,479		30,398	$	1.17
Net earnings per common share (basic):	$	37,739		29,822	$	1.27
Effect of dilutive securities options		—		576
Net earnings per common share (diluted)	$	37,739		30,398	$	1.24

d. Stock Incentive Plans

In May 2006, the Company adopted the AmSurg Corp. 2006 Stock Incentive Plan. The Company also has options outstanding under the AmSurg Corp. 1997 Stock Incentive Plan, under which no additional options may be granted. Under these plans, the Company has granted restricted stock and non-qualified options to purchase shares of common stock to employees and outside directors from its authorized but unissued common stock. Restricted stock granted to outside directors vests over a two-year term and is restricted from trading for five years from the date of grant. Restricted stock granted to employees vests at the end of four years from the date of grant. The fair value of restricted stock is determined based on the closing bid price of the Company’s common stock on the grant date.

Options are granted at market value on the date of the grant. Prior to 2007, granted options vested ratably over four years. Options granted in 2007 and 2008 vest four years from the grant date. Options have a term of ten years from the date of grant. At December 31, 2008, 2,659,030 shares were authorized for grant and 1,621,802 shares were available for future equity grants, including 616,306 for restricted stock.

In accordance with SFAS No. 123R, the Company recorded share-based expense of $4,710,000, $4,560,000 and $7,030,000 in 2008, 2007 and 2006, respectively. The total fair value of shares vested during the years ended December 31, 2008, 2007 and 2006, was $6,523,000, $5,729,000 and $5,946,000, respectively. Cash received from option exercises for the years ended December 31, 2008, 2007 and 2006 was approximately $9,970,000, $17,661,000 and $3,048,000, respectively, and the actual tax

46

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

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

benefit realized for the tax deductions from option exercise of the share-based payment arrangements totaled approximately $1,549,000, $3,558,000 and $1,147,000 for the years ended December 31, 2008, 2007 and 2006, respectively. As of December 31, 2008, the Company had total compensation cost of approximately $8,262,000 related to non-vested awards not yet recognized, which the Company expects to recognize through 2012 and over a weighted-average period of 1.4 years.

A summary of the status of and changes for non-vested restricted shares for the two years ended December 31, 2008, is as follows:

				Weighted
	Number			Average
	of			Exercise
	Shares			Price
Non-vested shares at January 1, 2007		3,262		$	26.19
Shares granted		199,795			23.11
Shares vested		(3,626	)		25.27
Shares forfeited		(5,432	)		22.84
Non-vested shares at December 31, 2007		193,999			23.13
Shares granted		147,724			24.79
Shares vested		(4,210	)		24.94
Shares forfeited		(9,762	)		24.01
Non-vested shares at December 31, 2008		327,751		$	23.83

The Company estimated forfeiture rates of restricted stock of 3% and 8% for the years ended December 31, 2008 and 2007, respectively.

A summary of stock option activity for the three years ended December 31, 2008 is summarized as follows:

						Weighted
				Weighted		Average
	Number			Average		Remaining
	of			Exercise		Contractual
	Shares			Price		Term (in years)
Outstanding at December 31, 2005		3,838,181		$	19.82		7.4
Options granted		1,171,532			21.50
Options exercised with total intrinsic value of $2,926,000		(241,883	)		12.64
Options terminated		(178,298	)		24.09
Outstanding at December 31, 2006		4,589,532			20.46		7.1
Options granted		385,293			22.84
Options exercised with total intrinsic value of $7,639,000		(1,074,334	)		16.44
Options terminated		(226,017	)		23.22
Outstanding at December 31, 2007		3,674,474			21.72		6.7
Options granted		203,911			24.75
Options exercised with total intrinsic value of $3,947,000		(518,702	)		19.25
Options terminated		(83,880	)		24.26
Outstanding at December 31, 2008 with aggregate intrinsic value of $6,343,000		3,275,803		$	22.23		6.1
Vest or expected to vest at December 31, 2008 with total intrinsic value of $6,260,870		3,177,529		$	22.21		6.1
Exercisable at December 31, 2008 with total intrinsic value of $5,449,000		2,206,067		$	21.77		5.2

47

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

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

The aggregate intrinsic value represents the total pre-tax intrinsic value received by the option holders on the exercise date or that would have been received by the option holders had all holders of in-the-money outstanding options at December 31, 2008 exercised their options at the Company’s closing stock price on December 31, 2008.

Applied assumptions for the years ended December 31, 2008, 2007 and 2006 are presented below (dollars in thousands, except per share amounts):

	2008			2007			2006
Applied assumptions:
Weighted average fair value of options at the date of grant	$	8.20		$	8.62		$	7.61
Dividends		—			—			—
Expected term/life of options in years		5.1			4.9			4
Forfeiture rate for options		—			0.1	%		11.4	%
Forfeiture rate for restricted stock		3.0	%		3.0	%		—
Average risk-free interest rate		2.7	%		4.7	%		4.6	%
Volatility rate		31.9	%		34.2	%		37.6	%

9. Income Taxes

As discussed in note 1(j), the Company adopted FIN No. 48 on January 1, 2007. The initial application of FIN No. 48 to the Company’s tax positions had a cumulative effect on the Company’s shareholders’ equity of $634,000 and deferred income tax liabilities decreased $4,868,000 and the liability for unrecognized tax benefits, including interest, increased by $5,969,000. A reconciliation of the beginning and ending amount of the liability associated with unrecognized tax benefits for the two years ended December 31, 2008 is as follows (in thousands):

	2008		2007
Balance at beginning of year	$	5,569	$	4,868
Additions for tax positions of current year		621		701
Balance at end of year	$	6,190	$	5,569

The total amount of unrecognized tax benefits that would affect our effective tax rate if recognized is zero.

The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. Upon adoption of FIN No. 48, the total amount of interest recognized on the balance sheet was approximately $1,101,000. Additional interest of $57,000 and $388,000 was recognized in the consolidated statement of earnings for the years ended December 31, 2008 and 2007, respectively, resulting in a total recognition of approximately $1,546,000 and $1,489,000 in the consolidated balance sheet at December 31, 2008 and 2007, respectively. No amounts for penalties have been recorded.

The Company’s unrecognized tax benefits represent an amortization deduction which is temporary in nature. The Company believes that it is reasonably possible that the total amount of unrecognized tax benefits will increase $475,000 within the next 12 months due to continued amortization deductions.

The Company is subject to taxation in the U.S. and various states jurisdictions. The Company’s tax years for 2005 through 2007 are subject to examination by the tax authorities. With few exceptions, the Company is no longer subject to U.S. federal or state and local tax examinations by tax authorities for years before 2005.

48

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

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

Total income taxes expense (benefit) for the years ended December 31, 2008, 2007 and 2006 was included within the following sections of the consolidated financial statements as follows (in thousands):

	2008			2007			2006
Income from continuing operations	$	32,463		$	26,584		$	22,521
Discontinued operations		(933	)		1,553			2,102
Shareholders’ equity		(1,305	)		(3,945	)		(1,359	)
Total	$	30,225		$	24,192		$	23,264

Income tax expense from continuing operations for the years ended December 31, 2008, 2007 and 2006 was comprised of the following (in thousands):

	2008		2007		2006
Current:
Federal	$	20,042	$	14,648	$	14,840
State		4,038		2,892		3,015
Deferred		8,383		9,044		4,666
Income tax expense	$	32,463	$	26,584	$	22,521

Income tax expense from continuing operations for the years ended December 31, 2008, 2007 and 2006 differed from the amount computed by applying the U.S. federal income tax rate of 35% to earnings before income taxes as a result of the following (in thousands):

	2008		2007			2006
Statutory federal income tax	$	28,691	$	23,922		$	20,300
State income taxes, net of federal income tax benefit		2,440		2,674			2,466
Increase (decrease) in valuation allowances		1,153		(326	)		61
Interest related to unrecognized tax benefits under FIN No. 48		57		224			—
Other		122		90			(306	)
Income tax expense	$	32,463	$	26,584		$	22,521

49

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, 2008 and 2007 were as follows (in thousands):

	2008			2007
Deferred tax assets:
Allowance for uncollectible accounts	$	1,348		$	1,094
Accrued assets and other		1,280			748
State net operating loss		—			146
Valuation allowances		(676	)		(170	)
Total current deferred tax assets		1,952			1,818
Share-based compensation		5,490			4,195
Benefit of interest under FIN No. 48		655			615
Accrued liabilities and other		4,505			1,997
Property equipment, principally due to difference in depreciation		—			652
Operating and capital loss carryforwards		3,553			838
Valuation allowances		(2,547	)		(668	)
Total non-current deferred tax assets		11,656			7,629
Total deferred tax assets		13,608			9,447
Deferred tax liabilities:
Prepaid expenses		574			464
Accrued liabilities and other		405			—
Property and equipment, principally due to differences in depreciation		724			—
Goodwill, principally due to differences in amortization		65,285			49,619
Total deferred tax liabilities		66,988			50,083
Net deferred tax liabilities	$	53,380		$	40,636

The net deferred tax liabilities at December 31, 2008 and 2007 were recorded as follows (in thousands):

	2008		2007
Current deferred income tax assets	$	1,378	$	1,354
Non-current deferred income tax liabilities		54,758		41,990
Net deferred tax liabilities	$	53,380	$	40,636

The Company has provided valuation allowances on its gross deferred tax asset related to capital and net operating losses to the extent that management does not believe that it is more likely than not that such asset will be realized. The net operating loss carryforwards will begin to expire in 2010.

10. Related Party Transactions

The Company leases space for certain surgery centers from its physician partners affiliated with its centers at rates that management believes approximate fair market value at the inception of the leases. Payments on these leases were approximately $14,235,000, $12,378,000 and $11,681,000 for the years ended December 31, 2008, 2007 and 2006, respectively.

The Company reimburses certain of its 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 $64,132,000, $53,374,000 and $44,045,000 for the years ended December 31, 2008, 2007 and 2006, respectively.

The Company believes that the foregoing transactions are in its best interests.

It is the Company’s policy that all transactions by the Company with officers, directors, five percent shareholders and their affiliates be entered into only if such transactions are on terms no less favorable to the Company than could be obtained from

50

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

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

unaffiliated third parties, are reasonably expected to benefit the Company and are approved by the Nominating and Corporate Governance Committee of the Company’s Board of Directors.

11. 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 the Company 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, 2008, 2007 and 2006 were approximately $479,000, $416,000 and $335,000, 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 of up to 50% 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 and recorded in the accompanying consolidated balance sheets in prepaid and other current assets. Employer contributions to this plan for the years ended December 31, 2008, 2007 and 2006 were approximately $174,000, $130,000 and $365,000, respectively.

12. 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’s wholly owned subsidiaries, as general partners in the 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 that would prohibit the physicians’ current form of ownership in the partnerships, the Company would be obligated to purchase the physicians’ interests in substantially all of the Company’s partnerships. The purchase price to be paid in such event would be determined by a predefined formula, as specified in the partnership agreements. The Company believes the likelihood of a change in current law, which would trigger such purchases, was remote as of December 31, 2008.

13. Supplemental Cash Flow Information

Supplemental cash flow information for the years ended December 31 2008, 2007 and 2006 is as follows (in thousands):

	2008			2007			2006
Cash paid during the year for:
Interest	$	10,188		$	9,961		$	8,371
Income taxes, net of refunds		19,297			14,906			17,462
Non-cash investing and financing activities:
Capital lease obligations incurred to acquire equipment		970			746			800
Notes received for sale of a partnership interest		885			—			108
Effect of acquisitions:
Assets acquired, net of cash		134,512			178,882			62,723
Liabilities assumed		(14,861	)		(16,105	)		(5,694	)
Notes payable and other obligations		(980	)		—			—
Payment for assets acquired	$	118,671		$	162,777		$	57,029

14. Subsequent Events

During January and February 2009, in three separate transactions and through one wholly-owned subsidiary, the Company acquired majority interests in three surgery centers for an aggregate purchase price of approximately $16,460,000, which was initially funded by borrowings under our credit facility.

51

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

Quarterly Statement of Earnings Data (Unaudited)

The following table presents certain quarterly statement of earnings data for the years ended December 31, 2007 and 2008. 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.

	2007									2008
	Q1		Q2		Q3			Q4		Q1		Q2			Q3			Q4
	(In thousands, except per share data)
Revenues	$	122,192	$	126,836	$	127,801		$	141,482	$	145,729	$	150,896		$	150,884		$	153,146
Earnings from continuing operations before income taxes		15,922		16,668		16,949			18,811		19,391		20,705			20,423			21,456
Net earnings from continuing operations		9,591		10,436		10,372			11,367		11,619		12,448			12,583			12,862
Net (loss) earnings from discontinued operations		686		756		(382	)		1,349		87		(1,204	)		(199	)		(1,150	)
Net earnings		10,277		11,192		9,990			12,716		11,706		11,244			12,384			11,712
Diluted net earnings from continuing operations per common share	$	0.31	$	0.34	$	0.33		$	0.36	$	0.37	$	0.39		$	0.39		$	0.40
Diluted net earnings per common share	$	0.34	$	0.36	$	0.32		$	0.40	$	0.37	$	0.35		$	0.38		$	0.37

52

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

Not applicable.

Item 9A. Controls and Procedures

Management’s Report on Internal Control Over Financial Reporting

We are responsible for the preparation and integrity of the consolidated financial statements appearing in our Annual Report. The consolidated financial statements were prepared in conformity with United States generally accepted accounting principles and include amounts based on management’s estimates and judgments. All other financial information in this report has been presented on a basis consistent with the information included in the consolidated financial statements.

We are also responsible for establishing and maintaining adequate internal controls over financial reporting. We maintain a system of internal controls that is designed to provide reasonable assurance as to the fair and reliable preparation and presentation of the consolidated financial statements, as well as to safeguard assets from unauthorized use or disposition. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Our control environment is the foundation for our system of internal controls over financial reporting and is embodied in our Code of Conduct. It sets the tone of our organization and includes factors such as integrity and ethical values. Our internal controls over financial reporting are supported by formal policies and procedures which are reviewed, modified and improved as changes occur in business conditions and operations.

We conducted an evaluation of effectiveness of our internal controls over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, effectiveness of controls and a conclusion on this evaluation. Although there are inherent limitations in the effectiveness of any system of internal controls over financial reporting, based on our evaluation, we have concluded that our internal controls over financial reporting were effective as of December 31, 2008.

The effectiveness of the Company’s internal control over financial reporting has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, and they have issued an attestation report on the Company’s internal control over financial reporting which is set forth in the Report of Independent Registered Public Accounting Firm in Part II, Item 9A of this Annual Report on Form 10-K.

/s/ Christopher A. Holden  

Christopher A. Holden 

President and Chief Executive Officer

/s/ Claire M. Gulmi  

Claire M. Gulmi 

Executive Vice President and Chief Financial Officer 

53

Item 9A. Controls and Procedures — (continued)

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of
AmSurg Corp.
Nashville, Tennessee

We have audited the internal control over financial reporting of AmSurg Corp. and subsidiaries (the “Company”) as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2008 of the Company and our report dated February 26, 2009 expressed an unqualified opinion on those financial statements and included an explanatory paragraph referring to the Company’s recognition and measurement provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of SFAS No. 109 effective January 1, 2007.

/s/ DELOITTE & TOUCHE LLP

Nashville, Tennessee
February 26, 2009

54

Item 9A. Controls and Procedures — (continued)

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management team, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of December 31, 2008. Based on that evaluation, our chief executive officer (principal executive officer) and chief financial officer (principal accounting officer) have concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic reports.

Changes in Internal Control Over Financial Reporting

During the fourth fiscal quarter of the period covered by this report, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

Item 9B. Other Information

Not applicable.

Part III

Item 10. Directors, Executive Officers and Corporate Governance

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 21, 2009, 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 21, 2009, under the caption “Section 16(a) Beneficial Ownership Reporting Compliance,” is incorporated herein by reference.

Information with respect to our code of ethics, set forth in AmSurg’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 21, 2009, under the caption “Code of Conduct” and “Code of Ethics,” is incorporated herein by reference.

Information with respect to our audit committee and audit committee financial experts, set forth in AmSurg’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 21, 2009, under the caption “Election of Directors,” is incorporated herein by reference.

Item 11. Executive Compensation

Information required by this caption, set forth in AmSurg’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 21, 2009, 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 21, 2009, under the caption “Stock Ownership” and information with respect to the Company’s equity compensation plans at December 31, 2008, set forth in AmSurg’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 21, 2009, under the caption “Equity Compensation Plan Information,” is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

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 21, 2009, under the caption “Certain Relationships and Related Transactions,” is incorporated herein by reference.

Information with respect to the independence of our directors, set forth in AmSurg’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 21, 2009, under the caption “Corporate Governance,” is incorporated herein by reference.

55

Item 14. Principal Accounting Fees and Services

Information with respect to the fees paid to and services provided by our principal accountant, set forth in AmSurg’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 21, 2009, under the caption “Fees Billed to Us by Deloitte & Touche LLP During 2008 and 2007,” is incorporated herein by reference.

Part IV

Item 15. Exhibits and Financial Statement Schedules

(a) Financial Statements, Financial Statement Schedules and Exhibits

(1)	Financial Statements: See Item 8 herein.
(2)	Financial Statement Schedules:

Report of Registered Public Accounting Firm	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.

56

(3) Exhibits

Exhibit		Description
3.1		Second Amended and Restated Charter of AmSurg, as amended (incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
3.2		Second Amended and Restated Bylaws of AmSurg, as amended (incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
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))
4.3		First Amendment to Second Amended and Restated Rights Agreement, dated as of April 16, 2003, by and between AmSurg and SunTrust Bank, Atlanta (incorporated by reference to Exhibit 4 of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2003)
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		Third Amended and Restated Revolving Credit Agreement, dated as of July 28, 2006, among AmSurg, SunTrust Bank, as Administrative Agent, and various banks and other financial institutions (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K, dated August 1, 2006)
10.3		First Amendment to Third Amended and Restated Revolving Credit Agreement, dated as of October 29, 2007, by and among AmSurg Corp., the several banks and other financial institutions from time to time party thereto (the “Lenders”), and SunTrust Bank, in its capacity as Administrative Agent for the Lenders (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, dated November 2, 2007)
10.4	*	Amended and Restated 1997 Stock Incentive Plan (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
10.5	*	First Amendment to Amended and Restated 1997 Stock Incentive Plan (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K, dated November 21, 2006)
10.6	*	Form of Non-Qualified Stock Option Agreement — 1997 Incentive Plan (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K, dated February 2, 2005)
10.7	*	Form of Restricted Stock Agreement for Non-Employee Directors — 1997 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, dated May 24, 2005)
10.8	*	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)
10.9		Lease Agreement dated February 24, 1999 between Burton Hills III, LLC and AmSurg (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q for the quarter ended June 30, 1999)
10.10		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)
10.11		Second Amendment to Lease Agreement dated January 31, 2003 by and between Burton Hills III Partnership and AmSurg (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K for the year ended December 31, 2003)
10.12		Third Amendment to Lease Agreement dated September 1, 2003 by and between Burton Hills III Partnership and AmSurg (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K for the year ended December 31, 2003)

57

(3) Exhibits — (continued)

Exhibit		Description
10.13		Fourth Amendment to Lease Agreement dated October 31, 2003 by and between Burton Hills III Partnership and AmSurg (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K for the year ended December 31, 2003)
10.14	*	Amended and Restated Supplemental Executive Retirement Savings Plan, as amended (Restated for SEC electronic filing purposes only)
10.15	*	AmSurg Corp. 2006 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 (Registration No. 333-151262), dated May 29, 2008)
10.16	*	Form of Restricted Share Award Agreement for Non-Employee Directors — 2006 Incentive Plan (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K, dated February 21, 2007)
10.17	*	Form of Non-Qualified Stock Option Agreement for Executive Officers — 2006 Incentive Plan (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K, dated February 21, 2007)
10.18	*	Form of Restricted Share Award for Employees — 2006 Incentive Plan (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K, dated February 21, 2007)
10.19	*	Restricted Share Award Agreement, dated February 21, 2008, between the Company and Ken P. McDonald (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K for the year ended December 31, 2007)
10.20	*	Non-Qualified Stock Option Agreement, dated February 21, 2008, between the Company and Ken P. McDonald (incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K for the year ended December 31, 2007)
10.21	*	AmSurg Corp. Long-Term Care Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2005)
10.22	*	Amended and Restated Employment Agreement, dated January 30, 2009, between AmSurg and Christopher A. Holden (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K, dated February 5, 2009)
10.23	*	Second Amended and Restated Employment Agreement, dated January 30, 2009, between AmSurg and Claire M. Gulmi (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K, dated February 5, 2009)
10.24	*	Second Amended and Restated Employment Agreement, dated January 30, 2009, between AmSurg and David L. Manning (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K, dated February 5, 2009)
10.25	*	Amended and Restated Employment Agreement, dated February 7, 2008, between AmSurg and Royce D. Harrell (incorporated by reference to Exhibit 99.5 to the Current Report on Form 8-K, dated February 13, 2008)
10.26	*	Second Amended and Restated Employment Agreement, dated January 30, 2009, between AmSurg and Billie A. Payne (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K, dated February 5, 2009)
10.27	*	Employment Agreement, dated January 30, 2009, between AmSurg and Kevin D. Eastridge (incorporated by reference to Exhibit 99.5 to the Current Report on Form 8-K, dated February 5, 2009)
10.28		Schedule of Non-employee Director Compensation
21.1		Subsidiaries of AmSurg
23.1		Consent of Independent Auditors
24.1		Power of Attorney (appears on page 59)
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
32.1		Section 1350 Certifications

* Management contract or compensatory plan, contract or arrangement

58

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.
February 26, 2009	By:	/s/ Christopher A. Holden
		Christopher A. Holden
		(President and Chief Executive Officer)

     KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints Christopher A. Holden 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/ Christopher A. Holden Christopher A. Holden	President, Chief Executive Officer and Director (Principal Executive Officer)	February 26, 2009
/s/ Claire M. Gulmi Claire M. Gulmi	Executive Vice President, Chief Financial Officer, Secretary and Director (Principal Financial and Accounting Officer)	February 26, 2009
/s/ Thomas G. Cigarran Thomas G. Cigarran	Chairman of the Board	February 26, 2009
/s/ James A. Deal James A. Deal	Director	February 26, 2009
/s/ Steven I. Geringer Steven I. Geringer	Director	February 26, 2009
/s/ Debora A. Guthrie Debora A. Guthrie	Director	February 26, 2009
/s/ Henry D. Herr Henry D. Herr	Director	February 26, 2009
/s/ Kevin P. Lavender Kevin P. Lavender	Director	February 26, 2009
/s/ Ken P. McDonald Ken P. McDonald	Director	February 26, 2009
/s/ Bergein F. Overholt, M.D. Bergein F. Overholt, M.D.	Director	February 26, 2009

59

Exhibit Index

Exhibit		Description
3.1		Second Amended and Restated Charter of AmSurg, as amended (incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
3.2		Second Amended and Restated Bylaws of AmSurg, as amended (incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
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))
4.3		First Amendment to Second Amended and Restated Rights Agreement, dated as of April 16, 2003, by and between AmSurg and SunTrust Bank, Atlanta (incorporated by reference to Exhibit 4 of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2003)
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		Third Amended and Restated Revolving Credit Agreement, dated as of July 28, 2006, among AmSurg, SunTrust Bank, as Administrative Agent, and various banks and other financial institutions (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K, dated August 1, 2006)
10.3		First Amendment to Third Amended and Restated Revolving Credit Agreement, dated as of October 29, 2007, by and among AmSurg Corp., the several banks and other financial institutions from time to time party thereto (the “Lenders”), and SunTrust Bank, in its capacity as Administrative Agent for the Lenders (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, dated November 2, 2007)
10.4	*	Amended and Restated 1997 Stock Incentive Plan (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
10.5	*	First Amendment to Amended and Restated 1997 Stock Incentive Plan (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K, dated November 21, 2006)
10.6	*	Form of Non-Qualified Stock Option Agreement — 1997 Incentive Plan (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K, dated February 2, 2005)
10.7	*	Form of Restricted Stock Agreement for Non-Employee Directors — 1997 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, dated May 24, 2005)
10.8	*	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)
10.9		Lease Agreement dated February 24, 1999 between Burton Hills III, LLC and AmSurg (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q for the quarter ended June 30, 1999)
10.10		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)
10.11		Second Amendment to Lease Agreement dated January 31, 2003 by and between Burton Hills III Partnership and AmSurg (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K for the year ended December 31, 2003)
10.12		Third Amendment to Lease Agreement dated September 1, 2003 by and between Burton Hills III Partnership and AmSurg (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K for the year ended December 31, 2003)

Exhibit		Description
10.13		Fourth Amendment to Lease Agreement dated October 31, 2003 by and between Burton Hills III Partnership and AmSurg (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K for the year ended December 31, 2003)
10.14	*	Amended and Restated Supplemental Executive Retirement Savings Plan, as amended (Restated for SEC electronic filing purposes only)
10.15	*	AmSurg Corp. 2006 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 (Registration No. 333-151262), dated May 29, 2008)
10.16	*	Form of Restricted Share Award Agreement for Non-Employee Directors — 2006 Incentive Plan (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K, dated February 21, 2007)
10.17	*	Form of Non-Qualified Stock Option Agreement for Executive Officers — 2006 Incentive Plan (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K, dated February 21, 2007)
10.18	*	Form of Restricted Share Award for Employees — 2006 Incentive Plan (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K, dated February 21, 2007)
10.19	*	Restricted Share Award Agreement, dated February 21, 2008, between the Company and Ken P. McDonald (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K for the year ended December 31, 2007)
10.20	*	Non-Qualified Stock Option Agreement, dated February 21, 2008, between the Company and Ken P. McDonald (incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K for the year ended December 31, 2007)
10.21	*	AmSurg Corp. Long-Term Care Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2005)
10.22	*	Amended and Restated Employment Agreement, dated January 30, 2009, between AmSurg and Christopher A. Holden (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K, dated February 5, 2009)
10.23	*	Second Amended and Restated Employment Agreement, dated January 30, 2009, between AmSurg and Claire M. Gulmi (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K, dated February 5, 2009)
10.24	*	Second Amended and Restated Employment Agreement, dated January 30, 2009, between AmSurg and David L. Manning (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K, dated February 5, 2009)
10.25	*	Amended and Restated Employment Agreement, dated February 7, 2008, between AmSurg and Royce D. Harrell (incorporated by reference to Exhibit 99.5 to the Current Report on Form 8-K, dated February 13, 2008)
10.26	*	Second Amended and Restated Employment Agreement, dated January 30, 2009, between AmSurg and Billie A. Payne (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K, dated February 5, 2009)
10.27	*	Employment Agreement, dated January 30, 2009, between AmSurg and Kevin D. Eastridge (incorporated by reference to Exhibit 99.5 to the Current Report on Form 8-K, dated February 5, 2009)
10.28		Schedule of Non-employee Director Compensation
21.1		Subsidiaries of AmSurg
23.1		Consent of Independent Auditors
24.1		Power of Attorney (appears on page 59)
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
32.1		Section 1350 Certifications

* Management contract or compensatory plan, contract or arrangement

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
AmSurg Corp.
Nashville, Tennessee

We have audited the consolidated financial statements of AmSurg Corp. and subsidiaries (the “Company”) as of December 31, 2008 and 2007, and for each of the three years in the period ended December 31, 2008, and the Company’s internal control over financial reporting as of December 31, 2008, and have issued our reports thereon dated February 26, 2009 which report expresses an unqualified opinion and includes an explanatory paragraph concerning the adoption of a new accounting principle in 2007; such reports are 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.

/s/ DELOITTE & TOUCHE LLP

Nashville, Tennessee
February 26, 2009

S-1

AmSurg Corp.
Schedule II — Valuation and Qualifying Accounts
For the Years Ended December 31, 2008, 2007 and 2006
(In thousands)

			Additions				Deductions
	Balance at		Charged to Cost and		Charged to Other		Charge-off Against			Balance at End of
	Beginning of Period		Expenses		Accounts (1)		Allowances			Period
Allowance for uncollectible accounts included under the balance sheet caption “Accounts receivable”:
Year ended December 31, 2008	$	8,310	$	17,169	$	2,401	$	(16,123	)	$	11,757
Year ended December 31, 2007	$	6,628	$	14,286	$	1,885	$	(14,489	)	$	8,310
Year ended December 31, 2006	$	6,189	$	11,418	$	1,149	$	(12,128	)	$	6,628

(1) Valuation of allowance for uncollectible accounts as of the acquisition date of physician practice-based surgery centers, net of dispositions. See “Item 8 Financial Statements and Supplementary Data — Notes to the Consolidated Financial Statements — Note 2.”

S-2

EX-10.14

Exhibit 10.14

AMENDED AND RESTATED
AMSURG CORP.
SUPPLEMENTAL EXECUTIVE RETIREMENT SAVINGS PLAN, AS AMENDED

TABLE OF CONTENTS

Article I TITLE AND DEFINITIONS		1
1.1	Definitions	1
Article II PARTICIPATION		9
2.1	Requirements for Participation	9
Article III DEFERRAL ELECTIONS		10
3.1	Elections to Defer Compensation	10
3.2	Investment Elections	10
Article IV DEFERRAL ACCOUNTS		11
4.1	Deferral Accounts	11
4.2	Company Contribution Account	12
Article V VESTING		12
Article VI DISTRIBUTIONS		13
6.1	Distribution of Deferred Compensation and Discretionary Company Contributions	13
6.2	Unforeseeable Emergency Distribution	16
6.3	Inability to Locate Participant	17
6.4	Delay of Payment for Key Employees	17
6.5	Permissible Delays in Payment	17
6.6	Permitted Acceleration of Payment	18
Article VII ADMINISTRATION		18
7.1	Committee	18
7.2	Committee Action	19
7.3	Powers and Duties of the Committee	19
7.4	Construction and Interpretation	20
7.5	Information	20
7.6	Compensation, Expenses and Indemnity	20
7.7	Quarterly Statements; Delegation of Administrative Functions	20
7.8	Disputes	20
Article VIII MISCELLANEOUS		21
8.1	Unsecured General Creditor	21
8.2	Insurance Contracts or Policies	22
8.3	Restriction Against Assignment	22
8.4	Withholding	22
8.5	Amendment, Modification, Suspension or Termination	22
8.6	Governing Law	24
8.7	Section 409A	24
8.8	Receipt or Release	24
8.9	Payments on Behalf of Persons Under Incapacity	24

i

8.10	Limitation of Rights and Employment Relationship	25
8.11	Headings	25

ii

AMENDED AND RESTATED
AMSURG CORP.
SUPPLEMENTAL EXECUTIVE RETIREMENT SAVINGS PLAN, AS AMENDED

ARTICLE I
TITLE AND DEFINITIONS

          1.1 Definitions.

     Whenever the following words and phrases are used in this Plan, with the first letter capitalized, they shall have the meanings specified below.

               (a) “Account” or “Accounts” shall mean all of such accounts as are specifically authorized for inclusion in this Plan.

               (b) “Affiliate” shall mean any corporation which is a member of a controlled group of corporations of which the Company is a member, or any unincorporated trade or business which is under the common control of or with the Company, or any affiliated service group of which the Company is a member, which are required to be aggregated with the Company under section 414(b) or 414(c) of the Code, without substitution of a lower percentage for 80% in applying section 1563(a)(1), (2) and (3) of the Code as permitted in section 1.409A-1(h)(3) of the Regulations.

               (c) “Base Salary” shall mean a Participant’s annual base salary, excluding bonus, commissions, incentive and all other remuneration for services rendered to Company and prior to reduction for any salary contributions to a plan established pursuant to section 125 of the Code or qualified pursuant to section 401(k) of the Code.

               (d) “Beneficiary” or “Beneficiaries” shall mean the person or persons, including a trustee, personal representative or other fiduciary, last designated in writing by a Participant in accordance with procedures established by the Committee to receive the benefits specified hereunder in the event of the Participant’s death. No Beneficiary designation shall become effective until it is filed with the Committee. Any designation shall be revocable at any time through a written instrument filed by the Participant with the Committee with or without the consent of the previous Beneficiary. No designation of a Beneficiary other than the Participant’s spouse shall be valid unless consented to in writing by such spouse. If there is no such designation or if there is no surviving designated Beneficiary, then the Participant’s surviving spouse shall be the Beneficiary. If there is no surviving spouse to receive any benefits payable in accordance with the preceding sentence, the duly appointed and currently acting personal representative of the Participant’s estate (which shall include either the Participant’s probate estate or living trust) shall be the Beneficiary. In any case where there is no such personal representative of the Participant’s estate duly appointed and acting in that capacity within 90 days after the Participant’s death (or such extended period as the Committee determines is reasonably necessary to allow such personal representative to be appointed, but not to exceed 180 days after the Participant’s death), then Beneficiary shall mean the person or persons who can verify by affidavit or court order to the satisfaction of the Committee that they are legally entitled to receive the benefits specified hereunder. In the event any amount is payable under the

1

Plan to a minor, payment shall not be made to the minor, but instead be paid (a) to that person’s living parent(s) to act as custodian, (b) if that person’s parents are then divorced, and one parent is the sole custodial parent, to such custodial parent, or (c) if no parent of that person is then living, to a custodian selected by the Committee to hold the funds for the minor under the Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction in which the minor resides. If no parent is living and the Committee decides not to select another custodian to hold the funds for the minor, then payment shall be made to the duly appointed and currently acting guardian of the estate for the minor or, if no guardian of the estate for the minor is duly appointed and currently acting within 60 days after the date the amount becomes payable, payment shall be deposited with the court having jurisdiction over the estate of the minor. Payment by Company pursuant to any unrevoked Beneficiary designation, or to the Participant’s estate if no such designation exists, of all benefits owed hereunder shall terminate any and all liability of Company.

               (e) “Board of Directors” or “Board” shall mean the Board of Directors of Company.

               (f) “Bonuses” shall mean the bonuses earned as of the last day of the Plan Year, provided a Participant is in the employ of the Company on the last day of the Plan Year.

               (g) “Change in Control” shall mean the first to occur of any of the following events:

                    (1) Any one person or group (as described in Regulations promulgated under Section 409A) acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company; or

                    (2) Notwithstanding that the Company has not undergone a Change in Control as described in Section 1.1(g)(1), a Change in Control of the Company occurs on the date that either:

               (A) Any one person or more than one person acting as a group (as described in Regulations promulgated under Section 409A), acquires or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons, ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the stock of such corporation; or

               (B) A majority of members of the Company’s Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board prior to the date of the appointment or election; or

                    (3) Any one person or group (as described in Regulations promulgated under Section 409A) acquires or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons assets from the Company that have a total

2

gross fair market value equal to or more than forty percent (40%) of all the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

     In determining whether a Change in Control has occurred, the following rules shall be applicable:

                    (I) For purposes of a change in ownership described in Section 1.1(g)(1) above, if any one person or more than one person acting as a proxy is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation (or to cause a change in the effective control of the corporation as described in Section 1.1(g)(2)). An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock. Section 1.1(g)(1) applies only when there is a transfer of stock of a corporation (or issuance of stock of a corporation) and stock in such corporation remains outstanding after the transaction. For purposes of Section 1.1(g)(1), persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time or as a result of a public offering. Persons will, however, be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders only with respect to the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

                    (II) For purposes of a change in effective control of a corporation described in Section 1.1(g)(2) above, if one person, or more than one person acting as a group, is considered to effectively control a corporation within the meaning of Section 1.1(g)(2), the acquisition of additional control of the corporation by the same person or persons is not considered to cause a change in the effective control of the corporation within the meaning of Section 1.1(g)(2) or to cause a change in the ownership of the corporation within the meaning of Section 1.1(g)(1). Persons will or will not be considered to be acting as a group in accordance with rules similar to those set forth in clause (I) above and as specifically provided in section 1.409A-3(i)(5)(vi)(D) of the Regulations under Section 409A.

                    (III) For purposes of a change in the ownership of a substantial portion of a corporation’s assets described in Section 1.1(g)(3) above, there is not

3

a Change in Control event when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer. A transfer of assets by a corporation is not treated as a change in ownership of such assets if the assets are transferred to (i) a shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock, (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the corporation, (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the corporation, or (iv) an entity, at least fifty (50%) of the total value or voting power of which is owned, directly or indirectly, by a person described in immediately preceding sub-clause (iii) of this clause (III). For purposes of the foregoing, and except as otherwise provided, a person’s status is determined immediately after the transfer of assets. Persons will or will not be considered to be acting as a group in accordance with rules similar to those set forth in clause (I) above, and as specifically provided in section 1.409A-3(i)(5)(vii)(C) of the Regulations under Section 409A.

                    (IV) Code Section 318(a) applies for purposes of determining stock ownership. Stock underlying a vested option is considered owned by the individual who owns the vested option (and the stock underlying an unvested option is not considered owned by the individual who holds the unvested option). If, however, a vested option is exercisable for stock that is not substantially vested (as defined by Regulation section 1.83-3(b) and (j)) the stock underlying the option is not treated as owned by the individual who holds the option.

                    (V) Whether a Change in Control has occurred will be determined by the Company in accordance with the rules and definitions set forth in this Section 1.1(g). This determination shall be made in a manner consistent with Section 409A and the Regulations thereunder.

               (h) “Code” shall mean the Internal Revenue Code of 1986, as amended. Whenever a reference is made herein to a specific Code section, such reference shall be deemed to include any successor Code section having the same or a substantially similar purpose.

               (i) “Committee” shall mean the committee appointed by the Board to administer the Plan in accordance with Article VII; provided that, if no committee has been appointed by the Board in accordance with Article VII, the Committee shall be the Compensation Committee of the Board.

               (j) “Company” shall mean AmSurg Corp.

               (k) “Company Contribution Account” shall mean the bookkeeping account maintained by the Company for each Participant that is credited with an amount equal to the Company Discretionary Contribution Amount, if any, and earnings and losses on such amounts pursuant to Section 4.2.

4

               (l) “Company Discretionary Contribution Amount” with respect to a Participant shall mean such amount, if any, contributed by the Company, on a purely discretionary basis, under the Plan for the benefit of Participant for a Plan Year. Such amount may differ from Participant to Participant both in amount, if any, and as a percentage of Compensation.

               (m) “Compensation” shall be base salary, bonus, and commissions.

               (n) “Deferral Account” shall mean the bookkeeping account maintained by the Committee for each Participant that is credited with amounts equal to (1) the portion of the Participant’s Compensation that he or she elects to defer, and (2) earnings and losses pursuant to Section 4.1.

               (o) “Deferral Election Form” shall mean a form provided by the Committee pursuant to which an Eligible Employee may (i) elect to defer Compensation for a particular Plan Year in accordance with the Plan and (ii) elect an Elected Withdrawal Schedule and/or an Elected Termination Schedule with respect to the Compensation deferred for a particular Plan Year in accordance with the Plan. The form and content of the Deferral Election Form may be revised from time to time consistent with the Plan, by or at the direction of the Company’s chief executive officer, chief financial officer or chief legal officer.

               (p) “Distributable Amount” at any time shall mean the vested balance in the Participant’s Deferral Account and Company Contribution Account at such time.

               (q) “Domestic Relations Order” shall mean a judgment, decree or order (including approval of a property settlement agreement) which is made pursuant to a state domestic relations law, which relates to the provision of child support, alimony payments or marital property rights to a spouse, child or other dependent of a Participant (“Alternate Payee”), and which creates or recognizes the existence of an Alternate Payee’s right to, or assigns to an Alternate Payee the right to, receive all or a portion of the benefits payable to a Participant.

               (r) “Early Retirement” shall mean a Participant’s Separation from Service from the Company at a time that the Participant’s age plus years of employment with the Company as of the date of the Separation from Service is equal to or greater than 70.

               (s) “Effective Date” for this Amended and Restated Plan shall mean February 7, 2008.

               (t) “Elected Termination Schedule” shall mean a distribution schedule elected by a Participant, as set forth on the Deferral Election Form for a Plan Year or as otherwise elected by the Participant pursuant to the Plan, which shall govern certain withdrawals in accordance with Section 6.1(a) in the case of a Participant who Retires or Separates from Service due to Long Term Disability. Each Elected Termination Schedule shall satisfy the requirements of Section 6.1(a).

               (u) “Elected Withdrawal Schedule” shall mean a distribution schedule elected by a Participant as set forth on the Deferral Election Form for a Plan Year or as otherwise elected by the Participant pursuant to the Plan, which shall govern certain in-service withdrawals in

5

accordance with Section 6.1(b). Each Elected Withdrawal Schedule shall satisfy the requirements of Sections 6.1(c) and 6.1(d).

               (v) “Eligible Employee” shall be a select group of management and/or highly compensated employees (within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1)) of AmSurg Corp. or any of its Affiliates, designated by the Committee as eligible to participate under the Plan. The Company shall have the authority to take any and all actions necessary or desirable in order for the Plan to satisfy the requirements set forth in ERISA and the regulations thereunder applicable to plans maintained for employees who are members of a select group of management or highly compensated employees.

               (w) “Fund” or “Funds” shall mean one or more of the deemed investment funds selected by the Committee pursuant to Section 3.2(b).

               (x) “Identification Date” shall mean the date determined by the Committee in accordance with section 1.409A-1(i)(3) of the Regulations which is the last day of the 12-month period for determination of Key Employees. Unless otherwise designated, the Identification Date shall be December 31.

               (y) “Initial Election Period” shall mean the 30-day period following the time the Company designates an employee as an Eligible Employee; provided, however, if a designated Eligible Employee participates in any other nonqualified deferred compensation plan maintained by the Company that must be aggregated with this Plan under Section 409A, then the Eligible Employee must wait until the next Plan Year to begin to participate in this Plan.

               (z) “Interest Rate” shall mean, for each Fund, an amount equal to the net gain or loss on the assets of such Fund during each business day or other period, expressed as a percentage of the balance of the Fund at the beginning of each business day or other period.

               (aa) “Key Employee” shall mean a “key employee” of the Company as described in section 416(i)(1)(A)(i), (ii) or (iii) of the Code (without regard to section 416(i)(5) of the Code) (generally, an officer having annual compensation of more than $150,000 (in 2008), as adjusted; a 5% owner; or a 1% owner having annual compensation of more than $150,000), determined at any time during the 12-month period ending on the Identification Date. A Participant who is a Key Employee on an Identification Date shall be treated as a Key Employee for the twelve month period beginning on January 1 (or such other date designated in accordance with Section 6.4) immediately following such Identification Date. For purposes hereof, the term “officer” shall be determined on the basis of all facts, including the source of his authority, the term for which elected or appointed, and the nature and extent of his duties. Generally, the term “officer” means an administrative executive who is in regular and continued service. An employee who merely has the title of an officer, but not the authority of an officer, is not to be considered an officer hereunder. Similarly, an employee who does not have the title of an officer but has the authority of an officer is an officer for this purpose. Furthermore, for purposes hereof, during any 12-month period following an Identification Date, no more than fifty (50) employees of all members of the controlled group consisting of the Company and all Affiliates, or if less, the greater of three (3) individuals or ten percent (10%) of such employees of all members of such controlled group, shall be treated as officers hereunder.

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               (bb) “Long Term Disability” shall mean a physical or mental condition of a Participant resulting in:

                    (1) evidence that the Participant is deemed by the Social Security Administration to be eligible to receive a disability benefit, or

                    (2) evidence that the Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering the Company’s employees.

               (cc) “Normal Retirement” shall mean a Participant’s Separation from Service from the Company or any of its Affiliates on or after such Participant’s 65^th birthday.

               (dd) “Open Enrollment Period” shall mean the December 1 through December 31 immediately preceding each Plan Year.

               (ee) “Participant” shall mean any Eligible Employee who becomes a Participant in this Plan in accordance with Article II.

               (ff) “Payment Date” shall mean (i) with respect to distributions pursuant to an Elected Withdrawal Schedule previously elected by a Participant for a particular Plan Year, the last regularly scheduled pay day during February of the calendar year previously elected by the Participant in the relevant Deferral Election Form regarding such Plan Year, and (ii) with respect to distributions upon a Separation from Service or Retirement of a Participant, the last regularly scheduled pay day during February of the calendar year beginning after the Participant’s Separation from Service or Retirement. All initial first year installments, or Distributable Amounts, paid as a result of an Elected Withdrawal Schedule, Separation from Service, and/or Retirement, will be determined based upon the prior year’s December 31st vested Account balances. Subsequent year’s installments will be fixed at this same amount with only the final installment changing to equal the value of the vested Account balance on the preceding December 31st.

               (gg) “Plan” shall mean this Amended and Restated AmSurg Corp. Supplemental Executive Retirement Savings Plan.

               (hh) “Plan Year” shall mean January 1 to December 31.

               (ii) “Regulations” shall mean the regulations promulgated by the Treasury Department under the Code.

               (jj) “Retirement” or “Retires” shall mean a Participant’s Separation from Service upon Normal Retirement or Early Retirement.

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               (kk) “Section 409A” shall mean section 409A of the Code, related Regulations and guidance thereunder, including such Regulations and guidance promulgated after the Effective Date of the Plan.

               (ll) “Separation from Service” or “Separates from Service” shall mean for any Participant the occurrence of any one of the following events:

(1)	The Participant is discharged by the Company;
(2)	The Participant voluntarily terminates employment with the Company; or
(3)	The Participant dies while employed with the Company.

                    For purposes of determining whether a Separation from Service has occurred, the term “Company” shall include any “Affiliate”, and no Separation from Service shall be deemed to have occurred if the Participant remains employed by any Affiliate.

                    A Separation from Service does not occur if the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed six months or such longer period during which the Participant’s right to reemployment is provided by statute or contract. If the period of leave exceeds six months and the Participant’s right to reemployment is not provided either by statute or contract, a Separation from Service will be deemed to have occurred on the first day following the six-month period. If the period of leave is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where the impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29 month period of absence may be substituted for the six month period.

                    Whether a termination of employment has occurred is based on whether the facts and circumstances indicate that the Company and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36 month period (or the full period of services to the Company if the employee has been providing services to the Company for less than 36 months).

                    If a Participant provides services both as an employee and as a member of the Board, the services provided as a director are not taken into account in determining whether the Participant has incurred a Separation from Service as an employee for purposes of this Plan, unless this Plan is aggregated under Section 409A with any plan in which the Participant participates as a director.

                    All determinations of whether a Separation from Service has occurred will be made in a manner consistent with Section 409A and the Regulations thereunder.

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               (mm) “Unforeseeable Emergency Distribution” shall mean a distribution due to a severe financial hardship to the Participant resulting from an illness or accident of the Participant or of his or her spouse, his or her Beneficiary, or his or her dependent (as defined in Section 152 of the Code without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)), loss of a Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance), or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that would constitute an unforeseeable emergency will depend upon the relevant facts and circumstances of each case, but, in any case, an Unforeseeable Emergency Distribution may not be made to the extent that such unforeseeable emergency is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent the liquidation of assets would not itself cause severe financial hardship, or (iii) by cessation of deferrals under this Plan.

ARTICLE II
PARTICIPATION

          2.1 Requirements for Participation. An Eligible Employee shall become a Participant in the Plan by (i) timely completing and submitting a Deferral Election Form for a Plan Year in accordance with Section 3.1(a), and all other relevant and appropriate forms as required by the Committee, and (ii) completing any medical questionnaire required pursuant to Section 8.2.

ARTICLE III
DEFERRAL ELECTIONS

          3.1 Elections to Defer Compensation.

               (a) Initial Election Period. Subject to the provisions of Article II, each Eligible Employee may elect to defer a percentage of Compensation by filing with the Committee a signed and completed election that conforms to the requirements of this Section 3.1, on a Deferral Election Form, no later than the last day of the Open Enrollment Period prior to each Plan Year, or in the case of a newly designated Eligible Employee, on the last day of his or her Initial Election Period subject to the limitations of Section 1.1(y) of the Plan.

               (b) General Rule. The Compensation that an Eligible Employee may elect to defer in accordance with Section 3.1(a) shall not exceed fifty (50) percent of the Eligible Employee’s base salary; provided that an Eligible Employee may defer up to fifty (50) percent of bonuses for a Plan Year; and provided further that the total amount deferred by a Participant shall be limited in any calendar year, if necessary, to satisfy Social Security Tax (including Medicare), income tax and employee benefit plan withholding requirements as determined in the sole and absolute discretion of the Committee. An Eligible Employee may NOT elect to change or revoke an election to defer commissions or salary during a Plan Year. Bonus deferral elections are ALSO irrevocable for the Plan Year.

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               (c) Duration of Compensation Deferral Election. An Eligible Employee’s initial election to defer Compensation upon his or her initial participation in the Plan must be made prior to the end of the Initial Election Period and shall be effective only with respect to Compensation earned in the applicable Plan Year after such deferral election is processed. Elections made under a Deferral Election Form shall remain in effect unless amended during a subsequent annual Open Enrollment Period. A Participant who remains an Eligible Employee for a subsequent Plan Year may increase, decrease or terminate an election with respect to Compensation for any subsequent Plan Year by filing a new signed and completed Deferral Election Form prior to the end of the Open Enrollment Period prior to such Plan Year. Any subsequent Deferral Election Forms executed by a Participant shall only apply to Compensation paid to the Participant in subsequent Plan Years. For purposes of determining whether amounts are paid with respect to services performed in a particular Plan Year, Compensation paid on or after January 1 solely for services performed during the final payroll period described in section 3401(b) of the Code containing the immediately preceding December 31 shall be treated as Compensation for services performed in the Plan Year when payment is made.

          3.2 Investment Elections.

               (a) At the time of making the elections described in Section 3.1, the Participant shall designate, on a form provided by the Committee, the investment funds or types of investment funds in which the Participant’s Account will be deemed to be invested for purposes of determining the amount of earnings to be credited to that Account. In making the designation pursuant to this Section 3.2, the Participant may specify that all or any multiple of his or her Account be deemed to be invested, in whole percentage increments, in one or more of investment funds or types of investment funds provided under the Plan as communicated from time to time by the Committee. On a form provided by the Committee, a Participant may change each of the investment allocations monthly while employed or after retirement. Changes made by the end of the month will be effective the first business day of the following month. If a Participant fails to elect a fund or type of fund under this Section 3.2, he or she shall be deemed to have elected a money market type of investment fund as determined by the Company in its sole discretion.

               (b) Although the Participant may designate an investment fund or type of investments, the Committee shall not be bound by such designation. The Committee shall select from time to time, in its sole and absolute discretion, commercially available investments of each of the types communicated by the Committee to the Participant pursuant to Section 3.2(a) above to be the Funds. The Interest Rate of each such commercially available investment fund shall be used to determine the amount of earnings or losses to be credited to Participant’s Account under Article IV. Participants shall have no ownership interests in any investments made by the Company.

ARTICLE IV
DEFERRAL ACCOUNTS

          4.1 Deferral Accounts.

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     The Committee shall establish and maintain a Deferral Account for each Participant under the Plan. Each Participant’s Deferral Account shall be further divided into separate subaccounts (“investment fund subaccounts”), each of which corresponds to an investment fund elected by the Participant pursuant to Section 3.2(a). A Participant’s Deferral Account shall be credited as follows:

               (a) On the fifth business day after amounts are withheld and deferred from a Participant’s Compensation, the Committee shall credit the investment fund subaccounts of the Participant’s Deferral Account, for the Plan Year in which the Compensation was earned, with an amount equal to Compensation deferred by the Participant in accordance with the Participant’s election under Section 3.2(a); that is, the portion of the Participant’s deferred Compensation that the Participant has elected to be deemed to be invested in a certain type of investment fund shall be credited to the investment fund subaccount corresponding to that investment fund;

               (b) Each business day, each investment fund subaccount of a Participant’s Deferral Account shall be credited with earnings or losses in an amount equal to that determined by multiplying the balance credited to such investment fund subaccount as of the prior day plus contributions credited that day to the investment fund subaccount by the Interest Rate for the corresponding fund selected by the Company pursuant to Section 3.2(b);

               (c) In the event that a Participant elects for a given Plan Year’s deferral of Compensation to have an Elected Withdrawal Schedule, all amounts attributed to the deferral of Compensation for such Plan Year shall be accounted for in a manner which allows separate accounting for the deferral of Compensation and investment gains and losses associated with such Plan Year’s deferral of Compensation.

          4.2 Company Contribution Account.

     The Committee shall establish and maintain a Company Contribution Account for each Participant under the Plan. Each Participant’s Company Contribution Account shall be further divided into separate investment fund subaccounts corresponding to the investment fund elected by the Participant pursuant to Section 3.2(a). A Participant’s Company Contribution Account shall be credited as follows:

               (a) On a date at the Company’s discretion, the Committee shall credit the investment fund subaccounts of the Participant’s Company Contribution Account with an amount equal to the Company Discretionary Contribution Amount, if any, applicable to that Participant, that is, the proportion of the Company Discretionary Contribution Amount, if any, which the Participant elected to be deemed to be invested in a certain type of investment fund shall be credited to the corresponding investment fund subaccount; and

               (b) Each business day, each investment fund subaccount of a Participant’s Company Contribution Account shall be credited with earnings or losses in an amount equal to that determined by multiplying the balance credited to such investment fund subaccount as of the prior day plus contributions credited that day to the investment fund subaccount by the Interest Rate for the corresponding Fund selected by the Company pursuant to Section 3.2(b).

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ARTICLE V
VESTING

     A Participant shall be 100% vested in his or her Deferral Account.

     A Participant’s Company Contribution Account will vest according to the schedule set forth below.

Plan Year*	Vested Percentage
Year 1**		20	%
Year 2		40	%
Year 3		60	%
Year 4		80	%
Year 5		100	%

*

A Participant will be given vesting credit for a Plan Year on the last day of that Plan Year if he is still employed.

**

Plan Year for which a Company Discretionary Contribution Amount is made. Each Company Discretionary Contribution Amount made pursuant to the Plan shall be subject to the vesting schedule described above independently. For example, a Company Discretionary Contribution Amount contributed by the Company in 2010 will fully vest in 2015, whereas a Company Discretionary Contribution Amount contributed by the Company in 2011 will not fully vest until 2016.

     Notwithstanding any other provision of the Plan, a Participant’s Company Contribution Account balances will become fully vested on the earliest of the following dates:

               (a) the date of the Participant’s Retirement;

               (b) the date of the Participant’s death, provided the Participant is actively employed on such date;

               (c) the date of the Participant’s Long Term Disability, provided the Participant is actively employed on such date;

               (d) the date of termination of the Plan;

               (e) the date of a Change in Control.

     The portion of a Participant’s Company Contribution Account, which is not vested as described above, will be forfeited as of the date the Participant’s Separation from Service.

     Notwithstanding any other provision of this Plan, if any amount of a Participant’s Company Contribution Account regarding a particular Plan Year (e.g., a Participant’s Compensation which is deferred for the 2010 Plan Year) is scheduled to be distributed from the

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Participant’s Company Contribution Account prior to the Participant’s Separation from Service at a time when the Participant is not 100% vested in such portion of the Participant’s Company Contribution Account, then such unvested amount shall remain in the Participant’s Account and continue to vest in accordance with this Article V of the Plan and shall be paid (to the extent such amounts later become vested) in accordance with Sections 6.1(a), (e) or (f) of the Plan as the case may be.

ARTICLE VI
DISTRIBUTIONS

          6.1 Distribution of Deferred Compensation and Discretionary Company Contributions.

               (a) Distribution upon Retirement or Separation from Service due to Long Term Disability. In the case of a Participant who (i) (A) Retires or (B) Separates from Service from the Company or an Affiliate due to Long Term Disability (and, as a result of such Retirement or Separation from Service is no longer employed by the Company or its Affiliates) and (ii) has an Account balance of more than $50,000 at the time of such Retirement or Separation from Service, the Distributable Amount shall be paid to the Participant either (i) in substantially equal annual installments over ten (10) years commencing on the Participant’s Payment Date (if no Elected Termination Schedule is filed with the Company in accordance with this Section 6.1(a) regarding a particular Plan Year) or (ii) in such form and at such time as otherwise set forth in a properly and timely completed and filed Elected Termination Schedule elected by the Participant on a properly executed Deferral Election Form provided by the Company during each annual Open Enrollment Period (with respect to Compensation earned in each individual Plan Year), provided that any such Elected Termination Schedule provides for only one of the following alternatives:

                    (1) A lump sum distribution on the Participant’s Payment Date.

                    (2) Substantially equal annual installments over five (5) years beginning on the Participant’s Payment Date.

                    (3) Substantially equal annual installments over fifteen (15) years beginning on the Participant’s Payment Date.

                    (4) Excluding lump sum elections or the final distribution installment from any preceding installment election, which will be paid to Participants as a lump sum distribution amount, all installment amounts paid to Participants will be determined by dividing the December 31st vested Account balance from the year prior to Participant’s Payment Date, by the number of total installments elected. The amount determined shall remain fixed until the final and last installment, which will be an increased or decreased distribution amount in order to distribute the Plan Year’s remaining balance plus all accrued gains/losses on the Plan Year’s balance being distributed.

                    A Participant may modify an Elected Termination Schedule that he or she has previously elected with respect to a particular Plan Year’s Compensation, provided such

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modification (i) shall not take effect until at least one (1) year after the date the modification is made, (ii) occurs at least one (1) year before the initial payment is due under the Elected Termination Schedule (with regard to the particular Plan Year for which such Elected Termination Schedule relates) in effect prior to the extension, and (iii) extends the Payment Date under the Elected Termination Schedule (with regard to the particular Plan Year for which such Elected Termination Schedule relates) for at least five (5) years. If an attempted modification does not meet the requirements of the following sentence, then it shall be void, and the Elected Termination Schedule in effect prior to such attempted modification shall remain effective.

                    Notwithstanding any other provision of this Section 6.1(a), in the case of a Participant who (i) (A) Retires or (B) Separates from Service from the Company or an Affiliate due to Long Term Disability and (ii) has an Account balance of $50,000 or less at the time of such Retirement of Separation from Service, the Distributable Amount shall be paid to the Participant in a lump sum distribution on the Participant’s Payment Date regardless of any previous elections made by the Participant regarding his or her Accounts.

                    A Participant’s Account shall continue to be credited with earnings pursuant to Section 4.1 of the Plan until all amounts credited to his or her Account under the Plan have been distributed.

               (b) Distribution Under Elected Withdrawal Schedule (In-Service). In the case of a Participant who has previously elected (pursuant to a properly executed Deferral Election Form) an Elected Withdrawal Schedule with regard to Compensation earned in a particular Plan Year which requires a distribution to the Participant while the Participant is still in the employ of the Company or an Affiliate, such Participant shall receive his or her Distributable Amount in accordance with such Elected Withdrawal Schedule.

               (c) Permitted Withdrawal Schedules. A Participant’s Elected Withdrawal Schedule with respect to Compensation deferred under this Plan for a given Plan Year may not select a calendar year for the commencement of distributions according to such Elected Withdrawal Schedule which is earlier than two (2) years from the last day of the Plan Year during which the Compensation was deferred and the Payment Date for such Elected Withdrawal Schedule will be determined in accordance with the Plan with regard to such calendar year. A Participant’s Elected Withdrawal Schedule shall otherwise conform with the choices available on the applicable Deferral Election Form. An Elected Withdrawal Schedule selected by a Participant under a properly executed Deferral Election Form may only provide for the Distributable Amount to be paid to the Participant from among the following alternatives:

                    (1) A lump sum distribution on the Participant’s Payment Date.

                    (2) Annual installments over two (2) to five (5) years beginning on the Participant’s Payment Date.

                    (3) Excluding lump sum elections or the final distribution installment from any proceeding installment election, which will be paid to Participants as a lump sum distribution amount, all installment amounts paid to Participants will be determined by dividing the December 31st vested Account balance from the year prior to Participant’s Payment Date, by

14

the number of total installments elected. The amount determined shall remain fixed until the final and last installment, which will be an increased or decreased distribution amount in order to distribute the Plan Year’s remaining balance plus all accrued gains/losses on the Plan Year’s balance being distributed.

                    (4) All distributions under an Elected Withdrawal Schedule will exclude any amounts in a Participant’s Company Contribution Account that are not 100% vested in accordance with the vesting schedule set forth by the Committee. Any nonvested amounts which are not distributed pursuant to this subparagraph (4) shall remain in the Participant’s Account and continue to vest in accordance with Article V of the Plan and shall be paid (to the extent such amounts later become vested) in accordance with Sections 6.1(a), (e) or 6.1(f) of the Plan as the case may be.

                         Notwithstanding any other provision of this Section 6.1(b), if the Distributable Amount of a Participant’s Account balance which is governed by an Elected Withdrawal Schedule is less than $25,000, then such Elected Withdrawal Schedule shall be canceled and the Distributable Amount of the Participant’s Account balance governed by such Elected Withdrawal Schedule shall be paid to the Participant in a lump sum distribution on the Participant’s Payment Date regardless of any previous elections made by the Participant regarding his or her Accounts.

               (d) Extensions. A Participant may extend a previous Elected Withdrawal Schedule regarding a particular Plan Year or change the form of payment elected thereunder (for example, lump sum installment(s)), provided such extension (i) shall not take effect until at least one (1) year after the date on which the extension is made, (ii) occurs at least one (1) year before the initial payment is due under the Elected Withdrawal Schedule in effect prior to the extension, and (iii) extends the Payment Date under the Elected Withdrawal Schedule for at least five (5) years. The Participant shall have the right to twice modify any Elected Withdrawal Schedule in accordance with the preceding sentence. In the event a Participant Separates from Service from the Company or an Affiliate prior to the last scheduled distribution under an Elected Withdrawal Schedule, other than by reason of death, the portion of the Distributable Amount of the Participant’s combined Accounts under the Plan associated with an Elected Withdrawal Schedule which have been not been distributed prior to such Separation from Service shall be distributed in accordance with Sections 6.1(a), (e) or (f) of the Plan, as the case may be; provided, however, if the payment of such Distributable Amount pursuant to Sections 6.1(a), (e) or (f) of the Plan would delay the payment of such amount past the date by which such payment otherwise would have been made under the Elected Withdrawal Schedule, then such Distributable Amounts shall be paid in accordance with the Elected Withdrawal Schedule.

               (e) Distribution for Separation from Service due to Death. The Beneficiary of a Participant who dies before the total Distributable Amount of the Participant’s Account balance has been paid shall receive the amount of any remaining Distributable Amount in a lump sum within ninety (90) days of the Participant’s death, with the date of such distribution determined by the Company in its sole discretion.

               (f) Distribution for Separation from Service Prior to Retirement or not Due to a Long Term Disability. A Participant who Separates from Service prior to Retirement or not due to Long Term Disability will receive the total Distributable Amount of his or her Account

15

balance in a lump sum within ninety (90) days following the date the Participant’s Separation from Service occurs, with the date of such distribution determined by the Company in its sole discretion. Any nonvested portion of the Participant’s Account shall be forfeited.

          6.2 Unforeseeable Emergency Distribution.

     A Participant shall be permitted to elect an Unforeseeable Emergency Distribution from his or her vested Accounts prior to the Payment Date, subject to the following restrictions:

               (a) The election to take an Unforeseeable Emergency Distribution shall be made by filing a form provided by and filed with Committee prior to the end of any calendar month.

               (b) The Committee shall have made a determination that the requested distribution constitutes an Unforeseeable Emergency Distribution in accordance with Section 1.1(mm) of the Plan.

               (c) The amount determined by the Committee as an Unforeseeable Emergency Distribution shall be paid in a single cash lump sum as soon as practicable after the end of the calendar month in which the Unforeseeable Emergency Distribution election is made and approved by the Committee.

               (d) If a Participant receives an Unforeseeable Emergency Distribution, the Participant will be ineligible to participate in the Plan for the balance of the Plan Year.

               (e) Any such distributions will be made pro rata and only from fully vested Account balances.

     The amount of an Unforeseeable Emergency Distribution shall be limited to the amount reasonably necessary to satisfy the emergency (which may include amounts necessary to pay any federal, state, local or foreign income taxes or penalties reasonably anticipated to result from the Unforeseeable Emergency Distribution). The determination of the amount necessary to satisfy the emergency shall take into account any additional Compensation which may result from a cancellation of the Participant’s deferrals under this Plan in accordance with Section 1.1(mm).

          6.3 Inability to Locate Participant.

     In the event that the Committee is unable to locate a Participant or Beneficiary within two (2) years following the required Payment Date, the amount allocated to the Participant’s Deferral Account shall be forfeited. If, after such forfeiture, the Participant or Beneficiary later claims such benefit, such benefit shall be reinstated without interest or earnings.

          6.4 Delay of Payment for Key Employees.

               Except as otherwise provided in this Section 6.4, a distribution made due to a Participant’s Separation from Service to a Participant who is a Key Employee as of the date of his or her Separation from Service shall not occur before the date which is six months after the Separation from Service.

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               For this purpose a Participant who is a Key Employee on an Identification Date shall be treated as Key Employee for the twelve month period beginning on the January 1 immediately following such Identification Date. The Administrator may designate another date for commencement of this twelve month period, provided that such date must follow the Identification Date and occur no later than the first day of the fourth month thereafter, provided that such designation is made in accordance with Regulations under Section 409A and is the same for all nonqualified deferred compensation plans of the Company or any Affiliate.

               The Plan Sponsor may elect to apply an alternative method to identify Participants who will be treated as Key Employees for purposes of the six month delay in distributions if the method satisfies each of the following requirements: (i) the alternative method is reasonably designed to include all Key Employees, (ii) is an objectively determinable standard provided no direct or indirect election to any Participant regarding its application, and (iii) results in either all Key Employees or no more than 200 Key Employees being identified in the class as of any date. Use of an alternative method that satisfies these requirements will not be treated as a change in the time and form of payment for purposes of section 1.409A-2(b) of the Regulations.

     The six month delay does not apply to payments pursuant to a Domestic Relations Order described in Section 6.6 or to payments that occur after the death of the Participant.

          6.5 Permissible Delays in Payment.

     Distributions may be delayed beyond the date payment would otherwise occur in accordance with the provisions of this Article VI in any of the following circumstances as long as the Company treats all payments to similarly situated Participants on a reasonably consistent basis.

               (a) The Committee may delay payment if it reasonably anticipates that its deduction with respect to such payment would not be permitted due to the application of section 162(m) of the Code. Payment must be made during the Participant’s first taxable year in which the Committee reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year the deduction of such payment will not be barred by the application of section 162(m) of the Code or during the period beginning with the Participant’s Separation from Service and ending on the later of the last day of the Company’s taxable year in which the Participant Separates from Service or the 15th day of the third month following the Participant’s Separation from Service.

               (b) The Committee may also delay payment if it reasonably anticipates that the making of the payment will violate federal securities laws or other applicable laws provided payment is made at the earliest date on which the Committee reasonably anticipates that the making of the payment will not cause such violation.

               (c) The Committee may delay payment during the periods specified in Section 7.8 for review and appeal of claims or during any other period while there is a bona fide dispute as to the amount or timing of such payment in accordance with section 1.409A-3(g) of the Regulations.

17

               (d) The Company reserves the right to amend the Plan to provide for a delay in payment upon such other events and conditions as the Secretary of the Treasury may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

          6.6 Permitted Acceleration of Payment.

     The Committee may permit acceleration of the time or schedule of any payment or amount scheduled to be paid pursuant to a payment under the Plan provided such acceleration would be permitted by the provisions of section 1.409A-3(j)(4) of the Regulations. The Committee shall not permit any Participant discretion with respect to whether a payment will be accelerated and shall not permit any election, direct or indirect, by a Participant as to whether the Committee’s discretion under this Section 6.6 will be exercised. Acceleration of payments shall be permitted at such times and in such amounts as specified in a Domestic Relations Order which is determined by the Committee to be valid and which does not require the Plan to pay benefits in excess of the Participant’s Accounts. The Committee may require that reasonable expenses incurred and paid by the Company in evaluating the Domestic Relations Order and complying with its terms shall be deducted from the Accounts of the Participant to which it relates. Acceleration of benefit payments shall also occur under any of the circumstances wherein the Plan is terminated pursuant to Section 8.5(b) of the Plan.

ARTICLE VII
ADMINISTRATION

          7.1 Committee.

     The Board may appoint a committee to serve, at the pleasure of the Board, as the Committee. The number of members comprising such committee shall be determined by the Board, which may from time to time vary the number of members. A member of the Committee appointed pursuant to this Section 7.1 may resign by delivering a written notice of resignation to the Board. The Board may remove any member by delivering a certified copy of its resolution of removal to such member.

          7.2 Committee Action.

     The Committee shall act at meetings by affirmative vote of a majority of the members of the Committee. A majority of the members of the Committee shall constitute a quorum in any meeting of the Committee. Any action permitted to be taken at a meeting may be taken without a meeting if, prior to such action, a written consent to the action is signed by all members of the Committee and such written consent is filed with the minutes of the proceedings of the Committee. A member of the Committee shall not vote or act upon any matter which relates solely to himself or herself as a Participant. The Chairman or any other member or members of the Committee designated by the Chairman may execute any certificate or other written direction on behalf of the Committee.

          7.3 Powers and Duties of the Committee.

               (a) The Committee, on behalf of the Participants and their Beneficiaries, shall enforce the Plan in accordance with its terms, shall be charged with the general administration of

18

the Plan, and shall have all powers necessary to accomplish its purposes, including, but not by way of limitation, the following:

                    (1) To select the Funds in accordance with Section 3.2(b) hereof;

                    (2) To construe and interpret the terms and provisions of this Plan;

                    (3) To compute and certify to the amount and kind of benefits payable to Participants and their Beneficiaries;

                    (4) To maintain all records that may be necessary for the administration of the Plan;

                    (5) To provide for the disclosure of all information and the filing or provision of all reports and statements to Participants, Beneficiaries or governmental agencies as shall be required by law;

                    (6) To make and publish such rules for the regulation of the Plan and procedures for the administration of the Plan as are not inconsistent with the terms hereof;

                    (7) To appoint one or more Plan administrators or any other agent, and to delegate to them such powers and duties in connection with the administration of the Plan as the Committee may from time to time prescribe; and

                    (8) To take all actions necessary for the administration of the Plan, including determining whether to hold or discontinue the Policies.

          7.4 Construction and Interpretation.

     The Committee shall have full discretion to construe and interpret the terms and provisions of this Plan, which interpretations or construction shall be final and binding on all parties, including but not limited to the Company and any Participant or Beneficiary. The Committee shall administer such terms and provisions in a uniform and nondiscriminatory manner and in full accordance with any and all laws applicable to the Plan.

          7.5 Information.

     To enable the Committee to perform its functions, the Company shall supply full and timely information to the Committee on all matters relating to the Compensation of all Participants, their death or other events, which cause termination of their participation in this Plan, and such other pertinent facts as the Committee may require.

          7.6 Compensation, Expenses and Indemnity.

               (a) The members of the Committee shall serve without compensation for their services hereunder.

19

               (b) The Committee is authorized at the expense of the Company to employ such legal counsel, as it may deem advisable, to assist in the performance of its duties hereunder. Expenses and fees in connection with the administration of the Plan shall be paid by the Company.

               (c) To the extent permitted by applicable state law, the Company shall indemnify and hold harmless the Committee and each member thereof, the Board of Directors and any delegate of the Committee who is an employee of the Company against any and all expenses, liabilities and claims, including legal fees to defend against such liabilities and claims arising out of their discharge in good faith of responsibilities under or incident to the Plan, other than expenses and liabilities arising out of willful misconduct. This indemnity shall not preclude such further indemnities as may be available under insurance purchased by the Company or provided by the Company under any bylaw, agreement or otherwise, as such indemnities are permitted under state law.

          7.7 Quarterly Statements; Delegation of Administrative Functions.

               (a) Under procedures established by the Committee, a statement shall be made available to Participants with respect to such Participant’s Accounts on a quarterly basis.

               (b) The Committee may delegate administrative duties under the Plan to any one or more persons or companies selected by the Committee.

          7.8 Disputes.

               (a) Claim. A person who believes that he or she is being denied a benefit to which he or she is entitled under this Plan (hereinafter referred to as “Claimant”) must file a written request for such benefit with the Company, setting forth his or her claim. The request must be addressed to the President of the Company at its then principal place of business.

               (b) Claim Decision. Upon receipt of a claim, the Company shall advise the Claimant that a reply will be forthcoming within ninety (90) days and shall, in fact, deliver such reply within such period. The Company may, however, extend the reply period for an additional ninety (90) days for special circumstances.

               If the claim is denied in whole or in part, the Company shall inform the Claimant in writing, using language calculated to be understood by the Claimant, setting forth: (A) the specified reason or reasons for such denial; (B) the specific reference to pertinent provisions of this Plan on which such denial is based; (C) a description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation of why such material or such information is necessary; (D) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (E) the time limits for requesting a review under subsection (c).

               (c) Request for Review. Within sixty (60) days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Committee review the determination of the Company. Such request must be addressed to the Secretary of the Company, at its then principal place of business. The Claimant or his or her duly

20

authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Committee. If the Claimant does not request a review within such sixty (60) day period, he or she shall be barred and estopped from challenging the Company’s determination.

               (d) Review of Decision. Within sixty (60) days after the Committee’s receipt of a request for review, after considering all materials presented by the Claimant, the Committee will inform the Participant in writing, in a manner calculated to be understood by the Claimant, the decision setting forth the specific reasons for the decision containing specific references to the pertinent provisions of this Plan on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Committee will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review.

               (e) Legal Action. A Claimant’s compliance with the foregoing provisions of this Article VII is a mandatory prerequisite to a Claimant’s right to commence any legal action with respect to any claim for benefits under this Plan.

ARTICLE VIII
MISCELLANEOUS

          8.1 Unsecured General Creditor.

     Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, claims, or interest in any specific property or assets of the Company. No assets of the Company shall be held in any way as collateral security for the fulfilling of the obligations of the Company under this Plan. Any and all of the Company’s assets shall be, and remain, the general unpledged, unrestricted assets of the Company. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money in the future, and the rights of the Participants and Beneficiaries shall be no greater than those of unsecured general creditors. It is the intention of the Company that this Plan be unfunded for purposes of the Code and for purposes of Title 1 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

          8.2 Insurance Contracts or Policies.

     Amounts payable hereunder may be provided through insurance contracts or policies, the premiums for which are paid by the Company from its general assets, and which contracts or policies are issued by an insurance company or similar organization. In order to become a Participant under the Plan, an Eligible Participant may be required to complete such insurance application forms and insurance application worksheets as requested by the Committee in connection with the acquisition of any such insurance contract or policy.

          8.3 Restriction Against Assignment.

     The Company shall pay all amounts payable hereunder only to the person or persons designated by the Plan and not to any other person or corporation. Except for payments to an Alternate Payee pursuant to a Domestic Relations Order, no part of a Participant’s Accounts

21

shall be liable for the debts, contracts, or engagements of any Participant, his or her Beneficiary, or successors in interest, nor shall a Participant’s Accounts be subject to execution by levy, attachment, or garnishment or by any other legal or equitable proceeding, nor shall any such person have any right to alienate, anticipate, sell, transfer, commute, pledge, encumber, or assign any benefits or payments hereunder in any manner whatsoever. If any Participant, Beneficiary or successor in interest is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer, commute, assign, pledge, encumber or charge any distribution or payment from the Plan, voluntarily or involuntarily, the Committee, in its discretion, may cancel such distribution or payment (or any part thereof) to or for the benefit of such Participant, Beneficiary or successor in interest in such manner as the Committee shall direct.

          8.4 Withholding.

     There shall be deducted from each payment made under the Plan or any other Compensation payable to the Participant (or Beneficiary) all taxes, which are required to be withheld by the Company in respect to such payment or this Plan. The Company shall have the right to reduce any payment (or compensation) by the amount of cash sufficient to provide the amount of said taxes.

          8.5 Amendment, Modification, Suspension or Termination.

               (a) Power to Amend. The Committee may amend, modify or suspend the Plan in whole or in part to the full extent permitted by and in accordance with Section 409A and the Regulations promulgated thererunder, except that no amendment, modification or suspension shall have any retroactive effect to reduce any amounts allocated to a Participant’s Accounts.

               (b) Power to Terminate. The Plan may be terminated by the Company under one of the following conditions:

                    (1) The Company may terminate the Plan at its sole discretion, provided that:

               (A) All arrangements sponsored by the Company that would be aggregated with this Plan under section 1.409A-1(c)(2) of the Regulations are terminated with respect to all Participants;

               (B) No payments will be made, other than those otherwise payable under the terms of the Plan absent a Plan termination, within twelve (12) months of the termination of the Plan;

               (C) All payments will be made within twenty-four (24) months of such termination;

               (D) The Company does not adopt a new arrangement that would be aggregated with any terminated arrangement under Section 409A and the Regulations

22

thereunder at any time within the three year period following the date of termination of the Plan, and

               (E) The termination does not occur proximate to a downturn in the financial health of the Company.

                    (2) The Company, at its discretion, may terminate the Plan within twelve (12) months of a corporate dissolution taxed under section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that amounts deferred under the Plan are included in the gross income of Participants in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received):

               (A) The calendar year in which the Plan termination occurs;

               (B) The calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or

               (C) The first calendar year in which the payment is administratively practicable.

                    (3) The Company, at its discretion, may terminate the Plan pursuant to irrevocable action taken by the Company within the thirty (30) days preceding or the twelve (12) months following a Change in Control, provided:

               (A) All agreements, methods, programs and other arrangements sponsored by the Company (or its successor) immediately after the Change in Control which are treated as a single plan under section 1.409A-1(c)(2) of the Regulation are also terminated;

               (B) All payments to Participants are made within twelve (12) months of the date of Plan termination; and

               (C) All participants under the other terminated similar arrangements described in clause (A) are required to receive all amounts of deferred compensation within twelve (12) months of the action taken by the Company (or its successor) to terminate such arrangements.

                    (4) The Company may amend the Plan to provide that termination of the Plan will occur under such conditions and events as may be prescribed by the Secretary of the Treasury in generally applicable guidance published in the Internal Revenue Bulletin.

23

               (c) A Plan termination shall not have any retroactive effect to reduce any amounts allocated to a Participant’s Accounts. In the event that this Plan is terminated, the amounts allocated to a Participant’s Accounts shall be distributed in a lump sum in accordance with the prior provisions of this Section 8.5(b).

          8.6 Governing Law.

     This Plan shall be construed, governed and administered in accordance with the laws of the State of Tennessee, except where pre-empted by federal law.

          8.7 Section 409A.

     The Plan is intended to conform with the requirements of Section 409A and the Regulations issued thereunder and shall be implemented and administered in a manner consistent therewith.

          8.8 Receipt or Release. Any payment to a Participant or the Participant’s Beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Committee and the Company.

          8.9 Payments on Behalf of Persons Under Incapacity.

     In the event that any amount becomes payable under the Plan to a person who, in the sole judgment of the Committee, is considered by reason of physical or mental condition to be unable to give a valid receipt therefore, the Committee may direct that such payment be made to any person found by the Committee, in its sole judgment, to have assumed the care of such person. Any payment made pursuant to such determination shall constitute a full release and discharge of the Committee and the Company.

          8.10 Limitation of Rights and Employment Relationship.

     Neither the establishment of the Plan nor any modification thereof, nor the creating of any fund or account, nor the payment of any benefits shall be construed as giving to any Participant, or Beneficiary or other person any legal or equitable right against the Company or any Affiliate except as provided in the Plan; and in no event shall the terms of employment of any Employee or Participant be modified or in any way be affected by the provisions of the Plan.

          8.11 Headings.

     Headings and subheadings in this Plan are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof.

24

EX-10.28

Exhibit 10.28

Non-Employee Director Compensation

          Each non-employee director receives an annual retainer of $10,000 for his or her services as a director. The Chairman of the Board of Directors receives an additional $25,000 for his services as Chairman and the chair of each Board committee receives an additional annual retainer of $10,000. Each non-employee director receives $3,500 for each Board meeting that he or she attends in person and $1,500 for each Board meeting that he or she attends via telephone. Each non-employee director also receives $1,000 for each meeting of the Compensation Committee or the Nominating and Corporate Governance Committee that he or she attends and $2,500 for each meeting of the Audit Committee that he or she attends, whether in person or via telephone, except that the Chair of the Audit Committee receives $3,500 for each Audit Committee meeting that he attends, the Chair of the Compensation Committee receives $2,000 for each Compensation Committee meeting that he attends and the Chair of the Nominating and Corporate Governance Committee receives $2,000 for each Nominating and Corporate Governance Committee meeting that he attends.

          From time to time, the Board of Directors of the Company may form ad hoc committees. Each non-employee director who serves on an ad hoc committee receives $1,000 for each meeting of the ad hoc committee that he or she attends, whether in person or via telephone, except that the Chair of any ad hoc committee receives $2,000 for each such meeting that he or she attends. In addition, the Company pays each non-employee director $2,500 for each director education session conducted by the Company that the director attends in person and $1,000 for each director education session attended via telephone. Non-employee directors are compensated for attending meetings of the Board of Directors and committees of the Board only if the duration of those meetings exceeds one hour. The Company also reimburses each non-employee director for his or her out-of-pocket expenses incurred in attending Board of Directors’ meetings and committee meetings.

          On the date of each annual meeting of shareholders, each non-employee director who is elected or reelected to the Board of Directors, or who otherwise continues as a director, automatically receives on the date of the annual meeting of shareholders a grant of that number of shares of restricted common stock having an aggregate fair market value on such date equal to an amount that is adjusted annually for changes in the Consumer Price Index, or CPI. In 2008, each non-employee director received shares of common stock having an aggregate value of $15,539.

          Each grant of restricted stock vests in equal one-third increments on the date of grant and, if the grantee is still a director, the first and second anniversaries of the date of grant. Until the earlier of (i) five years from the date of grant and (ii) the date on which the non-employee director ceases to serve as a director, no restricted stock may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Upon termination of a non-employee director’s service as a director for any reason other than death or disability, all shares of his or her unvested restricted stock will be forfeited. Upon termination of a non-employee director’s service as a director due to death, disability or retirement, all shares of his or her restricted stock will vest immediately.

EX-21

21.1

Subsidiary List

	State		Ownership
Name of Subsidiary	of 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		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	%
AmSurg EC Beaumont, Inc.	TN	AmSurg Corp.		100	%
The Endoscopy Center of Southeast Texas, L.P.	TN	AmSurg EC Beaumont, Inc.		51	%
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., L.P.	TN	AmSurg EC Washington, Inc.		51	%
AmSurg Torrance, Inc.	TN	AmSurg Corp.		100	%
Endoscopy Center of the South Bay, L.P.	TN	AmSurg Torrence, Inc.		51	%
AmSurg Encino, Inc.	TN	AmSurg Corp.		100	%
Valley Endoscopy Center, L.P.	TN	AmSurg Encino, Inc.		51	%
AmSurg Abilene, Inc.	TN	AmSurg Corp.		100	%
The Abilene ASC, L.P.	TN	AmSurg Abilene, Inc.		51	%
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 , L.P.	TN	AmSurg Maryville, Inc.		53	%
AmSurg Miami, Inc.	TN	AmSurg Corp.		100	%
The Miami ASC, L.P.	TN	AmSurg Miami, Inc.		72	%
AmSurg Melbourne, Inc.	TN	AmSurg Corp.		100	%
The Melbourne ASC, L.P.	TN	AmSurg Melbourne, Inc.		51	%
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	%
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 Naples, Inc.	TN	AmSurg Corp.		100	%
The Naples Endoscopy ASC, L.P.	TN	AmSurg Naples, Inc.		72	%
The AmSurg Naples Ancillary Company, LLC	TN	AmSurg Holdings, Inc.		50	%
The Naples Endoscopy Anesthesia, LLC	TN	The AmSurg Naples Ancillary Company, LLC		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	%
Los Angeles/Inglewood Endoscopy ASC, L.P.	TN	AmSurg Inglewood, Inc.		51	%
AmSurg Glendale, Inc.	TN	AmSurg Corp.		100	%
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 San Antonio TX, Inc.	TN	AmSurg Corp.		100	%
The San Antonio TX Endoscopy ASC, L.P.	TN	AmSurg San Antonio TX, Inc.		51	%
AmSurg Temecula CA, Inc.	TN	AmSurg Corp.		100	%
The Temecula CA Endoscopy ASC, L.P.	TN	AmSurg Temecula CA, Inc.		51	%
AmSurg Escondido CA, Inc.	TN	AmSurg Corp.		100	%
The Escondido CA Endoscopy ASC, LP	TN	AmSurg Escondido CA, Inc.		51	%
AmSurg San Luis Obispo CA, Inc.	TN	AmSurg Corp.		100	%

	State		Ownership
Name of Subsidiary	of Organization	Owned By	Percentage
The San Luis Obispo CA Endoscopy ASC, L.P.	TN	AmSurg San Luis Obispo CA, Inc.		51	%
The Scranton PA Endoscopy ASC, L.P.	TN	AmSurg Scranton PA, Inc.		51	%
AmSurg Scranton PA, Inc.	TN	AmSurg Holdings, Inc.		100	%
The Arcadia CA Endoscopy ASC, L.P.	TN	AmSurg Arcadia CA, Inc.		51	%
AmSurg Arcadia CA, Inc.	TN	AmSurg Corp.		100	%
The Main Line PA Endoscopy ASC, L.P.	TN	AmSurg Main Line PA, Inc.		51	%
AmSurg Main Line PA, Inc.	TN	AmSurg Corp.		100	%
The Oakland CA Endoscopy ASC, L.P.	TN	AmSurg Oakland CA, Inc.		51	%
AmSurg Oakland CA, Inc.	TN	AmSurg Corp.		100	%
The Lancaster PA Endoscopy ASC, L.P.	TN	AmSurg Lancaster PA Endoscopy ASC, LLC		51	%
AmSurg Lancaster PA, Inc.	TN	AmSurg Corp.		100	%
The Pottsville PA Endoscopy ASC, L.P.	TN	AmSurg Pottsville PA, Inc.		51	%
AmSurg Pottsville PA, Inc.	TN	AmSurg Corp.		100	%
Glendora CA Endoscopy ASC, L.P.	TN	AmSurg Glendora CA, Inc.		51	%
AmSurg Glendora CA, Inc.	TN	AmSurg Corp.		100	%
AmSurg Holdings, Inc.	TN	AmSurg Corp.		100	%
The Knoxville Ophthalmology 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 Milwaukee ASC, 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 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.		51	%
AmSurg Northern Kentucky GI, LLC	TN	AmSurg Holdings, Inc.		51	%
AmSurg Louisville GI, LLC	TN	AmSurg Holdings, Inc.		51	%
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 Englewood ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Sun City Ophthalmology ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Cape Coral/Ft. Myers Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
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	%
Northside Gastroenterology Endoscopy Center, LLC	IN	AmSurg Holdings, Inc.		51	%
The Chattanooga Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
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.		56	%
The Las Vegas Ophthalmology ASC, LLC	TN	AmSurg Holdings, Inc.		52	%
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.		51	%
The Surgery Center of Middle Tennessee, LLC	TN	AmSurg Holdings, Inc.		51	%
The Greensboro Ophthalmology ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Kingston Ophthalmology ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Las Vegas East Ophthalmology ASC, LLC	NV	AmSurg Holdings, Inc.		51	%
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.		52.9	%
The Ft. Myers Digestive Health and Pain ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Bel Air Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
Bloomfield Eye Surgery Center, LLC	TN	AmSurg Holdings, Inc.		51	%
Mercer County Surgery Center, LLC	TN	AmSurg Holdings, Inc.		51	%
Atlantic Coastal Surgery Center, LLC	NJ	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 Alexandria Ophthalmology ASC, LLC	TN	AmSurg Holdings, Inc.		51	%

2

	State		Ownership
Name of Subsidiary	of Organization	Owned By	Percentage
The Columbia ASC Northwest, LLC	TN	AmSurg Holdings, Inc.		51	%
St. George Endoscopy Center, 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 Voorhees NJ Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Rockledge FL Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Tampa FL Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Pueblo CO Ophthalmology ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
Western Washington Endoscopy Centers, LLC	TN	AmSurg Holdings, Inc.		51	%
The Lakeland FL Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Northern NV Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Edina MN Ophthalmology ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The West Palm Beach FL Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
Gainesville FL Orthopaedic ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Raleigh NC Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Hanover NJ Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Lake Bluff IL Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Sun City AZ Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Overland Park KS Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Casper WY Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Rockville MD Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
Blue Water ASC, LLC	MI	AmSurg Holdings, Inc.		51	%
Greenspring Station Endoscopy ASC, LLC	MD	AmSurg Holdings, Inc.		51	%
Maryland Endoscopy Center Limited Liability Company	MD	AmSurg Holdings, Inc.		51	%
Endoscopy Associates, LLC	MD	AmSurg Holdings, Inc.		51	%
The Scranton PA GP, LLC	TN	AmSurg Holdings, Inc.		51	%
The Orlando FL Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Ocala FL ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Ormond Beach FL Multi-Specialty ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Cape Coral FL Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The St. Louis MO Orthopaedic ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Yuma AZ Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The West Orange NJ Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Greensboro NC Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Tulsa OK Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The St. Cloud MN Ophthalmology ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Salem OR Ophthalmology ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The El Dorado Multi-Specialty ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Nashville TN Ophthalmology ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Laurel MD Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Torrance CA Multi-Specialty ASC, LLC	TN	AmSurg Holdings, Inc.		53	%
The Sparks NV Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Shenandoah TX Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The New Orleans LA Uptown/West Bank Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Metairie LA Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Rockville, ESC-North MD Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Silver Spring MD Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
Ocean Endosurgery Center	NJ	AmSurg Holdings, Inc.		51	%
The South Bend IN Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Mesquite TX Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Conroe TX Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Kissimmee FL Endoscopy ASC, LLC	TN	AmSurg Kissimmee FL, Inc.		51	%
The Memphis TN Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Altamonte Springs FL Endoscopy ASC, LLC	TN	AmSurg Altamonte Springs FL, Inc.		51	%
The Glendale AZ Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The New Port Richey FL Multi-Specialty ASC, LLC	TN	AmSurg New Port Richey FL, Inc.		51	%
Poway CA Multi-Specialty ASC, LLC	TN	AmSurg Holdings, Inc.		57.2	%
The San Diego CA Multi-Specialty ASC, LLC	TN	AmSurg Holdings, Inc.		55.1	%
The Las Vegas NV Multi-Specialty ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Orlando/Oakwater FL Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%

3

	State		Ownership
Name of Subsidiary	of Organization	Owned By	Percentage
May Street Surgi Center, LLC	NJ	AmSurg Holdings, Inc.		51	%
The Baton Rouge LA Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Houston MC TX Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Pikesville MD Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Glen Burnie MD Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
West Bridgewater MA Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
The Orlando/Mills FL Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
Miami Kendall FL Endoscopy ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
St. Clair Shores MI Ophthalmology ASC, LLC	TN	AmSurg Holdings, Inc.		51	%
Marin Endoscopy Center, LLC	TN	AmSurg Holdings, Inc.		53	%
Blaine MN Multi-Specialty ASC, LLC	TN	AmSurg Holdings, Inc.		55	%
Casa Colina Surgery Center, LLC	TN	AmSurg Holdings, Inc.		53	%
Digestive Health Center, LLC	TN	AmSurg Holdings, Inc.		51	%
Digestive Endoscopy Center, LLC	TN	AmSurg Holdings, Inc.		51	%
Phoenix Orthopaedic Ambulatory Center, L.L.C.	TN	AmSurg Holdings, Inc.		51	%
Gastroenterology Associates Endoscopy Center, LLC	TN	AmSurg Holdings, Inc.		51	%
Phoenix Endoscopy, L.L.C.	TN	AmSurg Holdings, Inc.		51	%
Outpatient Orthopaedic Associates Surgery Center	TN	AmSurg Holdings, Inc.		51	%
Central Texas Endoscopy Center, LLC	TN	AmSurg Holdings, Inc.		51	%
Eye Surgery Center, LLC	TN	AmSurg Holdings, Inc.		51	%
Carroll County Digestive Disease Center, LLC	TN	AmSurg Holdings, Inc.		51	%
Triangle Endoscopy Center, LLC	TN	AmSurg Holdings, Inc.		51	%
Elms Endoscopy Center, LLC	TN	AmSurg Holdings, Inc.		51	%
TEC North, LLC	TN	AmSurg Holdings, Inc.		51	%

4

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-41961, No. 333-33576, No. 333-56950, No. 333-65748, No. 333-90156, No. 333-107637, No. 333-118095, No. 333-134948, No. 333-149976, and No. 333-151262 on Form S-8 of our reports dated February 26, 2009 (which reports express an unqualified opinion and include an explanatory paragraph referring to the Company adopting the recognition and measurement provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of SFAS No. 109, effective January 1, 2007), relating to the consolidated financial statements and financial statement schedule of AmSurg Corp. and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of AmSurg Corp. for the year ended December 31, 2008.

/s/ DELOITTE & TOUCHE LLP

Nashville, Tennessee
February 26, 2009

EX-31.1

Exhibit 31.1

Certifications

I, Christopher A. Holden, certify that:

1.	I have reviewed this annual report on Form 10-K of AmSurg Corp.;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 26, 2009

By:	/s/ Christopher A. Holden
Name:		Christopher A. Holden
Title:		President and Chief Executive Officer

EX-31.2

Exhibit 31.2

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 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 26, 2009

By:	/s/ Claire M. Gulmi
Name:		Claire M. Gulmi
Title:		Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

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, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certifies, 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/ Christopher A. Holden  

Christopher A. Holden 

President and
Chief Executive Officer of the Company

February 26, 2009

/s/ Claire M. Gulmi  

Claire M. Gulmi 

Executive Vice President and
Chief Financial Officer of the Company

February 26, 2009