##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-Q
  (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to    Commission file number
    333-144337
  United Surgical Partners
    International, Inc.
 (Exact name of registrant as
    specified in its charter)
   Delaware(State or other jurisdiction
    of
    incorporation or organization)

75-2749762(IRS Employer
    Identification Number)15305 Dallas Parkway, Suite 1600
    Addison, Texas(Address of principal
    executive offices)

75001(Zip
    Code)   (972) 713-3500
 (Registrants telephone
    number, including area code)
   o þ
  Regulation S-T o o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o   Rule 12b-2 o þ
  The number of shares of Common Stock of the Registrant
    outstanding at May 6, 2009 was 100.




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##### 





UNITED
    SURGICAL PARTNERS INTERNATIONAL, INC. AND SUBSIDIARIES
  INDEX
  PART I. Financial Information


3Item 1.

Review Report of Independent Registered Public
    Accounting Firm


3Financial Statements


4Consolidated Balance Sheets (unaudited)


4Consolidated Statements of Income (unaudited)


5Consolidated Statements of Comprehensive Income
    (unaudited)


6Consolidated Statements of Changes in Equity
    (unaudited)


7Consolidated Statements of Cash Flows
    (unaudited)


9Notes to Consolidated Financial Statements
    (unaudited)


10Item 2.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


26Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


42Item 4T.

Controls and Procedures


43PART II. Other Information


43Item 1.

Legal Proceedings


43Item 6.

Exhibits


44Signatures


45EX-31.1EX-31.2EX-32.1EX-32.2     2




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION  ITEM 1.
    Financial
    Statements Report of
    Independent Registered Public Accounting Firm           Noncontrolling Interest in Consolidated
    Financial Statements, An Amendment of ARB No. 51.
      3




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UNITED
    SURGICAL PARTNERS INTERNATIONAL, INC.
    AND SUBSIDIARIES
    Consolidated Balance Sheets

(except share amounts)  March 31,


December 31,2009


2008(Unaudited  in thousands)ASSETSCash and cash equivalents

$
113,735


$
49,435Accounts receivable, net of allowance for doubtful accounts of
    $9,754 and $11,544, respectively


53,184



57,213Other receivables


15,677



17,070Inventories of supplies


8,133



9,079Prepaids and other current assets


14,342



11,735Total current assets


205,071



144,532Property and equipment, net


187,894



201,824Investments in unconsolidated affiliates


311,451



307,771Goodwill


1,253,731



1,270,287Intangible assets, net


321,097



318,852Other assets


24,586



24,897Total assets

$
2,303,830


$
2,268,163LIABILITIES AND EQUITYAccounts payable

$
18,903


$
22,194Accrued salaries and benefits


26,126



27,241Due to affiliates


110,855



57,237Accrued interest


18,947



9,336Current portion of long-term debt


21,823



24,488Other current liabilities


42,334



42,874Total current liabilities


238,988



183,370Long-term debt, less current portion


1,052,709



1,073,459Other long-term liabilities


27,900



27,517Deferred tax liability, net


130,455



125,639Total liabilities


1,450,052



1,409,985Noncontrolling interests  redeemable (Note 1)


54,251



52,214Equity:United Surgical Partners International, Inc. (USPI)
    stockholders equity:Common stock, $0.01 par value; 100 shares authorized,
    issued and outstanding






Additional paid-in capital


799,769



801,902Accumulated other comprehensive loss


(88,551
)


(84,008
)Retained earnings


51,930



46,243Total USPI stockholders equity


763,148



764,137Noncontrolling interests  non-redeemable (Note 1)


36,379



41,827Total equity


799,527



805,964Total liabilities and equity

$
2,303,830


$
2,268,163    4




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UNITED
    SURGICAL PARTNERS INTERNATIONAL, INC.
    AND SUBSIDIARIES
    Consolidated Statements of Income  Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2009


2008(Unaudited  in thousands)Revenues:Net patient service revenues

$
134,576


$
146,690Management and contract service revenues


18,783



17,444Other revenues


3,780



1,266Total revenues


157,139



165,400Equity in earnings of unconsolidated affiliates


13,559



11,048Operating expenses:Salaries, benefits, and other employee costs


42,875



47,214Medical services and supplies


25,753



29,088Other operating expenses


24,297



27,653General and administrative expenses


10,344



10,428Provision for doubtful accounts


2,052



1,849Depreciation and amortization


8,956



9,334Total operating expenses


114,277



125,566Operating income


56,421



50,882Interest income


466



1,038Interest expense


(18,218
)


(22,345
)Other, net (Notes 2 and 4)


(10,064
)


1,071Total other expense, net


(27,816
)


(20,236
)Income from continuing operations before income taxes


28,605



30,646Income tax expense


(6,623
)


(7,574
)Income from continuing operations


21,982



23,072Earnings from discontinued operations, net of tax






55Net income


21,982



23,127Less: Net income attributable to noncontrolling interests


(16,295
)


(15,406
)Net income attributable to USPIs stockholder

$
5,687


$
7,721Amounts attributable to USPIs common stockholder:Income from continuing operations, net of tax

$
5,687


$
7,660Earnings from discontinued operations, net of tax






61Net income attributable to USPIs stockholder

$
5,687


$
7,721    5




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UNITED
    SURGICAL PARTNERS INTERNATIONAL, INC.
    AND SUBSIDIARIES
    Consolidated Statements of Comprehensive Income (Loss)  Three Months


Three MonthsEnded


EndedMarch 31, 2009


March 31, 2008(Unaudited  in thousands)Net income

$
21,982


$
23,127Other comprehensive income:Foreign currency translation adjustments


(4,480
)


186Unrealized gain (loss) on interest rate swaps, net of tax


(63
)


13Total other comprehensive income (loss)


(4,543
)


199Comprehensive income


17,439



23,326Comprehensive income attributable to noncontrolling interests


(16,295
)


(15,406
)Comprehensive income attributable to USPIs stockholder

$
1,144


$
7,920    6




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UNITED
    SURGICAL PARTNERS INTERNATIONAL, INC.
    AND SUBSIDIARIES
 Consolidated
    Statement of Changes in Equity
    For the Three Months Ended March 31, 2009  USPI Common StockholderAccumulatedAdditional


Other





NoncontrollingComprehensive


Outstanding





Paid-in


Comprehensive


Retained


InterestsTotal


Income (Loss)


Shares


Par Value


Capital


Income (Loss)


Earnings


Non-redeemable(Unaudited  in thousands)Balance, December 31, 2008

$
805,964


$







$



$
801,902


$
(84,008
)

$
46,243


$
41,827Distributions to noncontrolling interests


(605
)


























(605
)Purchases of noncontrolling interests


(668
)














(453
)










(215
)Sales of noncontrolling interests


(2,146
)














(2,142
)










(4
)Deconsolidation of subsidiaries


(5,852
)


























(5,852
)Contribution related to equity award grants by USPI Group
    Holdings, Inc. and other


462















462











Comprehensive income:Net income.


6,915



5,687



















5,687



1,228Other comprehensive loss:Unrealized loss on interest rate swaps, net of tax.


(63
)


(63
)














(63
)






Foreign currency translation adjustments.


(4,480
)


(4,480
)














(4,480
)






Other comprehensive loss.


(4,543
)


(4,543
)






















Comprehensive income.


2,372


$
1,144























1,228Balance, March 31, 2009

$
799,527










$



$
799,769


$
(88,551
)

$
51,930


$
36,379    7




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##### Table of Contents



UNITED
    SURGICAL PARTNERS INTERNATIONAL, INC.
    AND SUBSIDIARIES
  Consolidated
    Statement of Changes in Equity
    For the Three Months Ended March 31, 2008
  USPI Common StockholderAccumulatedOtherAdditional


Comprehensive





NoncontrollingComprehensive


Outstanding





Paid-in


Income


Retained


InterestsTotal


Income


Shares


Par Value


Capital


(loss)


Earnings


Non-redeemable(Unaudited  in thousands)Balance, December 31, 2007

$
837,100


$







$



$
799,562


$
(1,485
)

$
8,729


$
30,294Distributions to noncontrolling interests


(210
)


























(210
)Purchases and sales of noncontrolling interests, net


2,001



























2,001Contribution related to equity award grants by USPI Group
    Holdings, Inc.


987















987











Comprehensive income:Net income.


8,926



7,721



















7,721



1,205Other comprehensive income:Unrealized loss on interest rate swaps, net of tax.


13



13















13







Foreign currency translation adjustments.


186



186















186







Other comprehensive income.


199



199























Comprehensive income.


9,125


$
7,920























1,205Balance, March 31, 2008

$
849,003










$



$
800,549


$
(1,286
)

$
16,450


$
33,290    8




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UNITED
    SURGICAL PARTNERS INTERNATIONAL, INC.
    AND SUBSIDIARIESConsolidated Statements of Cash Flows
  Three Months


Three MonthsEnded


EndedMarch 31, 2009


March 31, 2008(Unaudited  in thousands)Cash flows from operating activities:Net income

$
21,982


$
23,127Adjustments to reconcile net income to net cash provided by
    operating activities:Earnings from discontinued operations






(61
)Provision for doubtful accounts


2,052



1,849Depreciation and amortization


8,956



9,334Amortization of debt issue costs


771



700Deferred income taxes


4,621



5,042Loss on sales of equity interests and other


10,077



Equity in earnings of unconsolidated affiliates, net of
    distributions received


(1,963
)


(5,016
)Equity-based compensation


442



987Increases (decreases) in cash from changes in operating assets
    and liabilities, net of effects from purchases of new businesses:Accounts receivable


(1,707
)


(1,897
)Other receivables


1,691



(4,824
)Inventories of supplies, prepaids and other current assets


(2,109
)


(345
)Accounts payable and other current liabilities


7,880



5,506Long-term liabilities


(393
)


(318
)Net cash provided by operating activities


52,300



34,084Cash flows from investing activities:Purchases of new businesses and equity interests, net of cash
    received


(6,034
)


(3,885
)Proceeds from sales of businesses and equity interests


877



1,682Purchases of property and equipment


(5,376
)


(12,253
)Returns of capital from unconsolidated affiliates


718



488Increase in deposits and notes receivable


60



415Net cash used in investing activities


(9,755
)


(13,553
)Cash flows from financing activities:Proceeds from long-term debt


110



7,752Payments on long-term debt


(8,328
)


(6,862
)Increase in cash held on behalf of unconsolidated affiliates


44,246



26,949Purchases and sales of noncontrolling interests


(256
)


(4,556
)Distributions to noncontrolling interests


(13,964
)


(14,828
)Net cash provided by financing activities


21,808



8,455Cash flows of discontinued operations:Operating cash flows






53Investing cash flows






(12
)Financing cash flows






(23
)Net cash provided by discontinued operations






18Effect of exchange rate changes on cash and cash equivalents


(53
)


(11
)Net increase in cash and cash equivalents


64,300



28,993Cash and cash equivalents at beginning of period


49,435



76,758Cash and cash equivalents at end of period

$
113,735


$
105,751Supplemental information:Interest paid

$
8,607


$
13,419Income taxes paid


1,381



1,500Non-cash transactions:Assets acquired under capital lease obligations

$
1,163


$
206    9




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UNITED
    SURGICAL PARTNERS INTERNATIONAL, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements
    (Unaudited)
  (1)
    Basis of
    Presentation  (a)
    Description
    of Business        Form 10-K
  Form 10-K.
    (b)
    Adoption
    of New Accounting Standards  Business Combinations Noncontrolling Interests in
    Consolidated Financial Statements an Amendment of ARB
    No. 51
   10




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UNITED
    SURGICAL PARTNERS INTERNATIONAL, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
      BeforeSFAS 160


SFAS 160Changes in Cash Flow Classification:Distributions of earnings paid to noncontrolling interests


Operating



FinancingAcquisitions or sales of equity interests in consolidated
    subsidiaries, no change of control


Investing



FinancingNo Change in Cash Flow Classification:Distributions of earnings received from unconsolidated affiliates


Operating



OperatingReturns of capital paid to noncontrolling interests


Financing



FinancingReturns of capital received from unconsolidated affiliates


Investing



InvestingSales of equity interests in consolidated subsidiaries resulting
    in a change of control


Investing



InvestingAcquisitions or sales of equity interests in unconsolidated
    affiliates, no change of control


Investing



InvestingAcquisitions of equity interests in unconsolidated affiliates,
    resulting in change of control


Investing



InvestingBusiness combinations with no previous ownership by the Company


Investing



Investing     Consolidated Balance Sheet

December 31, 2008Total equity as previously reported

$
764,137Reclassification of non-redeemable noncontrolling interests to
    equity as required by SFAS 160


41,827Total equity as adjusted for SFAS 160

$
805,964  11




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##### Table of Contents



UNITED
    SURGICAL PARTNERS INTERNATIONAL, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
    Three MonthsEndedConsolidated Statement of Cash Flows

March 31, 2008Net cash provided by operating activities as previously reported

$
19,627Reclassification of distributions to noncontrolling interests to
    financing activities


14,457Net cash provided by operating activities as adjusted for
    SFAS 160

$
34,084Net cash used in investing activities as previously reported

$
(18,109
)Reclassification of purchases and sales of noncontrolling
    interests to financing activities


4,556Net cash used in investing activities as adjusted for
    SFAS 160

$
( 13,553
)Net cash provided by financing activities as previously reported

$
27,468Reclassification of distributions to noncontrolling interests
    from operating activities


(14,457
)Reclassification of purchases and sales of noncontrolling
    interests from investing activities


(4,556
)Net cash provided by financing activities as adjusted for
    SFAS 160

$
8,455     (2)
    Discontinued
    Operations and Other Dispositions    Effective Date

Facility Location

Proceeds


LossFebruary 2009

Las Cruces, New Mexico(1)

$



$
February 2009

East Brunswick, New Jersey(1)


0.7 million



2.6 millionTotal



$
0.7 million


$
2.6 million     (1)
    
    Because these investments were accounted for under the equity
    method, the results of operations of these facilities are not
    reported as discontinued operations. The loss on the disposal of
    these facilities is recorded in other income (expense) in the
    accompanying consolidated statements of income. 12




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UNITED
    SURGICAL PARTNERS INTERNATIONAL, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
   Accounting for the
    Impairment or Disposal of Long-Lived Assets
  Three MonthsEndedMarch 31, 2008Revenues

$
1,834Income from discontinued operations before income taxes

$
35Income tax expense


(12
)Income from discontinued operations

$
23Gain on sale of discontinued operations before income taxes

$
32Income tax expense


Gain on sale of discontinued operations

$
32   (3)
    Investments
    in Unconsolidated Affiliates     13




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##### Table of Contents



UNITED
    SURGICAL PARTNERS INTERNATIONAL, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
    Three Months


Three MonthsEnded


EndedMarch 31, 2009


March 31, 2008Unconsolidated facilities operated at period-end


106



98Income statement information:Revenues

$
270,614


$
229,337Operating expenses:Salaries, benefits, and other employee costs


64,808



57,295Medical services and supplies


61,003



46,163Other operating expenses


64,399



59,025Depreciation and amortization


12,577



12,046Total operating expenses


202,787



174,529Operating income


67,827



54,808Interest expense, net


(6,031
)


(6,236
)Other, net


354



(1
)Income before income taxes

$
62,150


$
48,571Balance sheet information:Current assets

$
243,784


$
202,174Noncurrent assets


404,149



410,082Current liabilities


148,713



131,696Noncurrent liabilities


301,259



295,519     
    Payment of $2.5 million for an investment in and the rights
    to manage a surgical facility in Stockton, California, jointly
    owned with one of the Companys not-for-profit hospital
    partners;
    Payment of $2.0 million for the rights to manage a surgical
    facility in the Dallas/Fort Worth, Texas area and to fund a
    transaction whereby an unconsolidated investee of the Company
    acquired an equity interest in the facility; and
    Net payment of approximately $1.5 million related to
    various other purchases and sales of equity interests and
    contributions of cash to equity method investees.   14




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##### Table of Contents



UNITED
    SURGICAL PARTNERS INTERNATIONAL, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
  (4)
    Noncontrolling
    Interests      Three MonthsEndedMarch 31, 2009Net income attributable to USPI

$
5,687Transfers to the noncontrolling interests:Decrease in USPIs additional paid-in capital for sales of
    subsidiaries equity interests


(2,142
)Decrease in USPIs additional paid-in capital for purchases
    of subsidiaries equity interests


(453
)Net transfers to noncontrolling interests


(2,595
)Change equity from net income attributable to USPI and transfers
    to noncontrolling interests

$
3,092     (5)
    Interest
    Rate Swaps   15




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##### Table of Contents



UNITED
    SURGICAL PARTNERS INTERNATIONAL, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
    Accounting for Derivative
    Instruments and Hedging Activities
            (6)
    Fair
    Value of Financial Instruments  Fair
    Value Measurements
 16




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##### Table of Contents



UNITED
    SURGICAL PARTNERS INTERNATIONAL, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
  FAS 107-1, Interim Disclosures about Fair Value of Financial
    Instruments
      (7)
    Equity-Based
    Compensation  Share-Based Payment
      Three Months


Three MonthsEnded


EndedMarch 31, 2009


March 31, 2008Salaries, benefits and other employee costs

$
201


$
409General and administrative expenses


241



242Other operating expenses






336Expense before income tax benefit


442



987Income tax
    benefit(1)


(93
)


(172
)Total equity-based compensation expense, net of tax

$
349


$
815  17




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##### Table of Contents



UNITED
    SURGICAL PARTNERS INTERNATIONAL, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
    Three Months


Three MonthsEnded


EndedMarch 31, 2009


March 31, 2008Share awards

$
285


$
283Stock options


157



368Warrants






336Expense before income tax benefit


442



987Income tax
    benefit(1)


(93
)


(172
)Total equity-based compensation expense, net of tax

$
349


$
815     (1)
    
    There is a tax benefit related to portions of the Companys
    equity-based compensation. However, the realizability of this
    and other deductions is affected by the Companys
    generating net operating losses in its overall U.S. tax
    computations since the merger in April 2007. As the Company does
    not consider it more likely than not these losses will be used
    to offset future taxable income, the Companys overall tax
    computations include a full valuation allowance against its U.S.
    net operating loss carryforwards and other deferred tax assets.    (8)
    Segment
    Disclosures  Disclosures About Segments of an
    Enterprise and Related Information,
  18




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UNITED
    SURGICAL PARTNERS INTERNATIONAL, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
  United


UnitedThree Months Ended March 31, 2009

States


Kingdom


TotalNet patient service revenues

$
110,203


$
24,373


$
134,576Other revenues


22,563







22,563Total revenues

$
132,766


$
24,373


$
157,139Depreciation and amortization

$
7,516


$
1,440


$
8,956Operating income


50,967



5,454



56,421Net interest expense


(17,020
)


(732
)


(17,752
)Income tax expense


(5,247
)


(1,376
)


(6,623
)Total assets


2,023,438



280,392



2,303,830Capital expenditures


4,797



1,742



6,539   United


UnitedThree Months Ended March 31, 2008

States


Kingdom


TotalNet patient service revenues

$
114,211


$
32,479


$
146,690Other revenues


18,710







18,710Total revenues

$
132,921


$
32,479


$
165,400Depreciation and amortization

$
7,521


$
1,813


$
9,334Operating income


43,732



7,150



50,882Net interest expense


(19,819
)


(1,488
)


(21,307
)Income tax expense


(5,934
)


(1,640
)


(7,574
)Total assets


1,954,673



379,997



2,334,670Capital expenditures


2,943



9,516



12,459   (9)
    Related
    Party Transactions      (10)
    Commitments
    and Contingencies    Guarantors Accounting and
    Disclosure Requirements for Guarantees, Including Indirect
    Guarantees of Indebtedness of Others
 19




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UNITED
    SURGICAL PARTNERS INTERNATIONAL, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
    (11)
    New
    Accounting Pronouncements  Employers Disclosures about
    Postretirement Benefit Plan Assets Employers Disclosures about Pensions
    and Other Postretirement Benefits
  (12)
    Subsequent
    Events    (13)
    Condensed
    Consolidating Financial Statements    7 8 1 4 Form S-4
 20




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##### Table of Contents



UNITED
    SURGICAL PARTNERS INTERNATIONAL, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
  Condensed
    Consolidating Balance Sheets:
  Non-Participating


Consolidation


ConsolidatedAs of March 31, 2009

Guarantors


Investees


Adjustments


TotalAssetsCurrent assets:Cash and cash equivalents

$
106,457


$
7,278


$



$
113,735Accounts receivable, net






53,149



35



53,184Other receivables


35,331



44,401



(64,055
)


15,677Inventories of supplies


202



7,931







8,133Prepaids and other current assets


11,188



3,154







14,342Total current assets


153,178



115,913



(64,020
)


205,071Property and equipment, net


16,722



170,454



718



187,894Investments in unconsolidated affiliates


1,000,503



30



(689,082
)


311,451Goodwill and intangible assets, net


814,127



304,049



456,652



1,574,828Other assets


95,449



1,467



(72,330
)


24,586Total assets

$
2,079,979


$
591,913


$
(368,062
)

$
2,303,830Liabilities and EquityCurrent liabilities:Accounts payable

$
1,105


$
17,798


$



$
18,903Accrued expenses and other


212,303



47,699



(61,740
)


198,262Current portion of long-term debt


5,552



17,984



(1,713
)


21,823Total current liabilities


218,960



83,481



(63,453
)


238,988Long-term debt, less current portion


951,174



121,891



(20,356
)


1,052,709Other long-term liabilities


146,697



12,651



(993
)


158,355Parents equity


763,148



363,602



(363,602
)


763,148Noncontrolling interests






10,288



80,342



90,630Total liabilities and equity

$
2,079,979


$
591,913


$
(368,062
)

$
2,303,830   21




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##### Table of Contents



UNITED
    SURGICAL PARTNERS INTERNATIONAL, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
  Non-Participating


Consolidation


ConsolidatedAs of December 31, 2008

Guarantors


Investees


Adjustments


TotalAssetsCurrent assets:Cash and cash equivalents

$
42,025


$
7,410


$



$
49,435Accounts receivable, net






57,172



41



57,213Other receivables


43,033



39,454



(65,417
)


17,070Inventories of supplies


109



8,970







9,079Prepaids and other current assets


9,625



2,110







11,735Total current assets


94,792



115,116



(65,376
)


144,532Property and equipment, net


16,036



184,959



829



201,824Investments in unconsolidated affiliates


1,022,144



63



(714,436
)


307,771Goodwill and intangible assets, net


790,491



322,866



475,782



1,589,139Other assets


97,400



152



(72,655
)


24,897Total assets

$
2,020,863


$
623,156


$
(375,856
)

$
2,268,163Liabilities and EquityCurrent liabilities:Accounts payable

$
910


$
21,284


$



$
22,194Accrued expenses and other


153,249



46,371



(62,932
)


136,688Current portion of long-term debt


5,556



20,368



(1,436
)


24,488Total current liabilities


159,715



88,023



(64,368
)


183,370Long-term debt, less current portion


954,968



139,445



(20,954
)


1,073,459Other long-term liabilities


142,043



12,169



(1,056
)


153,156Parents equity


764,137



371,335



(371,335
)


764,137Noncontrolling interests






12,184



81,857



94,041Total liabilities and equity

$
2,020,863


$
623,156


$
(375,856
)

$
2,268,163  22




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##### Table of Contents



UNITED
    SURGICAL PARTNERS INTERNATIONAL, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
  Condensed
    Consolidating Statements of Income:
  Non-Participating


Consolidation


ConsolidatedFor the Three Months Ended March 31, 2009

Guarantors


Investees


Adjustments


TotalRevenues

$
24,291


$
138,639


$
(5,791
)

$
157,139Equity in earnings of unconsolidated affiliates


32,659



943



(20,043
)


13,559Operating expenses, excluding depreciation and amortization


19,801



91,319



(5,799
)


105,321Depreciation and amortization


1,778



7,067



111



8,956Operating income


35,371



41,196



(20,146
)


56,421Interest expense, net


(15,180
)


(2,737
)


165



(17,752
)Other income (expense), net


(9,995
)


9



(78
)


(10,064
)Income from continuing operations before income taxes


10,196



38,468



(20,059
)


28,605Income tax expense


(4,509
)


(2,114
)






(6,623
)Net income


5,687



36,354



(20,059
)


21,982Less: Net income attributable to noncontrolling interests






(2,404
)


(13,891
)


(16,295
)Net income attributable to Parent

$
5,687


$
33,950


$
(33,950
)

$
5,687   Non-Participating


Consolidation


ConsolidatedFor the Three Months Ended March 31, 2008

Guarantors


Investees


Adjustments


TotalRevenues

$
23,019


$
148,537


$
(6,156
)

$
165,400Equity in earnings of unconsolidated affiliates


29,312



204



(18,468
)


11,048Operating expenses, excluding depreciation and amortization


20,665



101,718



(6,150
)


116,233Depreciation and amortization


1,829



7,322



182



9,333Operating income


29,837



39,701



(18,656
)


50,882Interest expense, net


(17,961
)


(3,346
)






(21,307
)Other income (expense), net


1,089



59



(77
)


1,071Income from continuing operations before income taxes


12,965



36,414



(18,733
)


30,646Income tax expense


(5,305
)


(2,275
)


6



(7,574
)Income from continuing operations


7,660



34,139



(18,727
)


23,072Income from discontinued operations, net of tax


61



(6
)






55Net income


7,721



34,133



(18,727
)


23,127Less: Net income attributable to noncontrolling interests






(2,242
)


(13,164
)


(15,406
)Net income attributable to Parent

$
7,721


$
31,891


$
(31,891
)

$
7,721  23




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##### Table of Contents



UNITED
    SURGICAL PARTNERS INTERNATIONAL, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
  Condensed
    Consolidating Statements of Cash Flows:
  Non-Participating


Consolidation


ConsolidatedFor the Three Months Ended March 31, 2009

Guarantors


Investees


Adjustments


TotalCash flows from operating activities:Net income

$
5,687


$
36,354


$
(20,059
)

$
21,982Changes in operating and intercompany assets and liabilities and
    noncash items included in net income


14,397



(4,138
)


20,059



30,318Net cash provided by operating activities


20,084



32,216







52,300Cash flows from investing activities:Purchases of property and equipment, net


(1,675
)


(3,701
)






(5,376
)Purchases and sales of new businesses and equity interests, net


(5,255
)


98







(5,157
)Other items, net


380



2,391



(1,993
)


778Net cash used in investing activities


(6,550
)


(1,212
)


(1,993
)


(9,755
)Cash flows from financing activities:Long-term borrowings, net


(3,801
)


(4,724
)


307



(8,218
)Purchases and sales of noncontrolling interests, net


(256
)










(256
)Distributions to noncontrolling interests


13,100



(27,064
)






(13,964
)Increase in cash held on behalf of noncontrolling interest
    holders and other


41,855



705



1,686



44,246Net cash provided by (used in) financing activities


50,898



(31,083
)


1,993



21,808Effect of exchange rate changes on cash






(53
)






(53
)Net increase (decrease) in cash


64,432



(132
)






64,300Cash at the beginning of the period


42,025



7,410







49,435Cash at the end of the period

$
106,457


$
7,278


$



$
113,735   24




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##### Table of Contents



UNITED
    SURGICAL PARTNERS INTERNATIONAL, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
  Non-Participating


Consolidation


ConsolidatedFor the Three Months Ended March 31, 2008

Guarantors


Investees


Adjustments


TotalCash flows from operating activities:Net income

$
7,721


$
34,133


$
(18,727
)

$
23,127Earnings from discontinued operations


(61
)










(61
)Changes in operating and intercompany assets and liabilities and
    noncash items included in net income


(14,496
)


6,787



18,727



11,018Net cash provided by (used in) operating activities


(6,836
)


40,920







34,084Cash flows from investing activities:Purchases of property and equipment, net


(402
)


(11,851
)






(12,253
)Purchases and sales of new businesses and equity interests, net


(2,203
)










(2,203
)Other items, net


1,051



(4,532
)


4,384



903Net cash provided by (used in) investing activities


(1,554
)


(16,383
)


4,384



(13,553
)Cash flows from financing activities:Long-term borrowings, net


(1,075
)


1,835



130



890Purchases and sales of noncontrolling interests, net


(4,556
)










(4,556
)Distributions to noncontrolling interests


13,172



(28,020
)






(14,848
)Increase in cash held on behalf of noncontrolling interest
    holders and other


30,038



1,445



(4,514
)


26,969Net cash provided by (used in) financing activities


37,579



(24,740
)


(4,384
)


8,455Net cash provided by discontinued operations


18











18Effect of exchange rate changes on cash






(11
)






(11
)Net increase (decrease) in cash


29,207



(214
)






28,993Cash at the beginning of the period


66,665



10,093







76,758Cash at the end of the period

$
95,872


$
9,879


$



$
105,751  25




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##### Table of Contents



ITEM 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-Q.
  Forward-Looking
    Statements
  Form 10-Q, Form 10-Q.
  Overview
       26




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##### Table of Contents



Critical
    Accounting Policies and Estimates
          Acquisitions,
    Equity Investments and Development Projects
   27




---



##### Table of Contents



Effective Date

Facility Location

AmountInvestmentsFebruary 2009

Granbury, Texas(1)

$
2.0 millionFebruary 2009

Stockton, California(1)


2.5 millionVarious

Various(2)


1.5 millionTotal



$
6.0 million     (1)
    
    Acquisition of a noncontrolling interest in and right to manage
    a surgical facility in which we previously had no involvement.
    This facility is jointly owned with one of our hospital partners
    and local physicians.(2)
    
    Represents the purchase of additional ownership and equity
    contributions in various unconsolidated affiliates.    Noncontrolling Interests in
    Consolidated Financial Statements an Amendment of ARB
    No. 51,
    Discontinued
    Operations, Other Dispositions, and Deconsolidations
    Date

Facility Location

Proceeds


LossFebruary 2009

Las Cruces, New Mexico(1)

$



$
February 2009

East Brunswick, New Jersey(1)


0.7 million



2.6 millionTotal



$
0.7 million


$
2.6 million     (1)
    
    Because these investments were accounted for under the equity
    method, the results of operations of these facilities are not
    reported as discontinued operations. The loss on the disposal of
    these facilities is recorded in other income (expense) in the
    accompanying consolidated statement of income.   28




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##### Table of Contents



Sources
    of Revenue
    
    net patient service revenues of the facilities that we
    consolidate for financial reporting purposes, which are
    typically those facilities in which we have ownership interests
    of greater than 50% or otherwise maintain effective control.
    management and contract service revenues, consisting of the fees
    that we earn from managing the facilities that we do not
    consolidate for financial reporting purposes and the fees we
    earn from providing certain consulting and administrative
    services to physicians and hospitals. Our consolidated revenues
    and expenses do not include the management fees we earn from
    operating the facilities that we consolidate for financial
    reporting purposes as those fees are charged to subsidiaries and
    thus eliminate in consolidation.    Three MonthsEndedMarch 31,2009


2008Net patient service revenues


86
%


89
%Management and contract service revenues


12



10Other revenues


2



1Total revenues


100
%


100
%       Three MonthsEndedMarch 31,2009


2008Management of surgical facilities

$
11,181


$
9,653Contract services provided to hospitals, physicians, and related
    entities


7,602



7,791Total management and contract service revenues

$
18,783


$
17,444    29




---



##### Table of Contents



Three MonthsEndedMarch 31,2009


2008United States


84
%


81
%United Kingdom


16



19Total


100
%


100
%     Equity in
    Earnings of Unconsolidated Affiliates
    Three MonthsEndedMarch 31,2009


2008Revenues

$
270,614


$
229,337Operating expenses:Salaries, benefits, and other employee costs


64,808



57,295Medical services and supplies


61,003



46,163Other operating expenses


64,399



59,025Depreciation and amortization


12,577



12,046Total operating expenses


202,787



174,529Operating income


67,827



54,808Interest expense, net


(6,031
)


(6,236
)Other, net


354



(1
)Income before income taxes

$
62,150


$
48,571Long-term debt

$
289,945


$
282,183USPIs equity in earnings of unconsolidated affiliates


13,559



11,048USPIs imputed weighted average ownership percentage based
    on affiliates pre-tax income(1)


21.8
%


22.7
%USPIs imputed weighted average ownership percentage based
    on affiliates debt(2)


25.2
%


25.9
%Unconsolidated facilities operated at period end


106



98     (1)
    
    Our weighted average percentage ownership in our unconsolidated
    affiliates is calculated as USPIs equity in earnings of
    unconsolidated affiliates divided by the total net income of
    unconsolidated affiliates for each respective period. This is a
    non-GAAP measure but management believes it provides further
    useful information about its involvement in equity method
    investments.(2)
    
    Our weighted average percentage ownership in our unconsolidated
    affiliates is calculated as the total debt of each
    unconsolidated affiliate, multiplied by the percentage ownership
    USPI held in the affiliate as of the end of each respective
    period, divided by the total debt of all of the unconsolidated
    affiliates as of the end of each 30




---



##### Table of Contents



respective period. This is a non-GAAP measure but management
    believes it provides further useful information about its
    involvement in equity method investments.  Results
    of Operations
    Three MonthsEndedMarch 31,2009


2008Total revenues


100.0
%


100.0
%Equity in earnings of unconsolidated affiliates


8.6



6.7Operating expenses, excluding depreciation and amortization


(67.0
)


(70.3
)Depreciation and amortization


(5.7
)


(5.6
)Operating income


35.9



30.8Interest and other expense, net


(17.7
)


(12.3
)Income from continuing operations before income taxes


18.2



18.5Income tax expense


(4.2
)


(4.5
)Income from continuing operations


14.0



14.0Loss from discontinued operations






Net income


14.0



14.0Less: Net income attributable to the noncontrolling interests


(10.4
)


(9.3
)Net income attributable to USPI


3.6
%


4.7
%   Executive
    Summary
       31




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##### Table of Contents



Systemwide
    Operating Results
        
    equity in earnings of unconsolidated affiliates: our share of
    the net income of each facility, which is based on the
    facilities net income and the percentage of the
    facilitys outstanding equity interests owned by
    us; and
    management and administrative services revenues: income we earn
    in exchange for managing the day-to-day operations of each
    facility, usually quantified as a percentage of each
    facilitys net revenues less bad debt expense.   32




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##### Table of Contents



Three Months Ended March 31,2009



2008USPI as












USPI asUSPI


Unconsolidated


Consolidation


Reported



USPI


Unconsolidated


Consolidation


ReportedSystem-Wide(1)


Affiliates(2)


Adjustments


Under GAAP



System-Wide(1)


Affiliates(2)


Adjustments


Under GAAPRevenues:Net patient service revenues

$
406,368


$
(271,792
)

$



$
134,576



$
377,590


$
(230,900
)

$



$
146,690Management and administrative services revenues


7,624







11,159
(3)


18,783




7,810







9,634
(3)


17,444Other income


4,499



(719
)






3,780




2,198



(932
)






1,266Total revenues


418,491



(272,511
)


11,159



157,139




387,598



(231,832
)


9,634



165,400Equity in earnings of unconsolidated affiliates










13,559
(4)


13,559




13



(13
)


11,048
(4)


11,048Operating expenses:Salaries, benefits and other employee costs


108,014



(65,139
)






42,875




105,271



(58,057
)






47,214Medical services and supplies


87,018



(61,265
)






25,753




75,680



(46,592
)






29,088Other operating expenses


72,527



(59,389
)


11,159
(3)


24,297




70,361



(52,342
)


9,634
(3)


27,653General and administrative expenses


10,344











10,344




10,428











10,428Provision for doubtful accounts


7,445



(5,393
)






2,052




9,219



(7,370
)






1,849Depreciation and amortization


21,533



(12,577
)






8,956




21,354



(12,020
)






9,334Total operating expenses


306,881



(203,763
)


11,159



114,277




292,313



(176,381
)


9,634



125,566Operating income


111,610



(68,748
)


13,559



56,421




95,298



(55,464
)


11,048



50,882Interest income


650



(184
)






466




1,551



(513
)






1,038Interest expense


(24,434
)


6,216







(18,218
)



(29,110
)


6,765







(22,345
)Other, net


(9,710
)


(354
)






(10,064
)



2,149



(1,078
)






1,071Total other expenses, net


(33,494
)


5,678







(27,816
)



(25,410
)


5,174







(20,236
)Income from continuing operations before income taxes


78,116



(63,070
)


13,559



28,605




69,888



(50,290
)


11,048



30,646Income tax expense


(8,317
)


1,694







(6,623
)



(8,707
)


1,133







(7,574
)Income from continuing operations


69,799



(61,376
)


13,559



21,982




61,181



(49,157
)


11,048



23,072Income from discontinued operations, net of tax



















55











55Net income


69,799



(61,376
)


13,559



21,982




61,236



(49,157
)


11,048



23,127Less: Net income attributable to noncontrolling interests


(64,112
)






47,817
(5)


(16,295
)



(53,515
)






38,109
(5)


(15,406
)Net income attributable to
    USPI/Parent(6)

$
5,687


$
(61,376
)

$
61,376


$
5,687



$
7,721


$
(49,157
)

$
49,157


$
7,721     (1)
    
    Our systemwide statements of income treat all of our facilities
    as though they were consolidated subsidiaries. Our consolidated
    systemwide statement of operations is not a measure defined
    under GAAP because it includes the revenues and expenses of
    entities we do not control and thus do not consolidate for
    financial reporting purposes under GAAP. We believe that
    systemwide revenues, expenses, and operating margins are
    important to understanding our business, since these measures
    include the health of the unconsolidated operating entities that
    comprise over 60% of our facilities. For example, these
    facilities growth in revenues directly affects our
    earnings in the form of management fees we earn for operating
    the facilities, as well as indicating the degree to which we are
    growing revenues and leveraging costs at these facilities, which
    are the key drivers of our net 33




---



##### Table of Contents



income. Our definition of systemwide statement of operations may
    differ materially from similarly titled measures of other
    companies. Our systemwide net income is the same as our net
    income reported under GAAP.(2)
    
    Subtracts the aggregated revenues and expenses of our
    unconsolidated affiliates and one facility in which we hold no
    ownership but operate under a management contract.(3)
    
    Our systemwide statements of income include consolidation
    entries that eliminate management fee revenues (on USPIs
    financial records) and expenses (on the facilities
    financial records). Under GAAP, these consolidation entries need
    to be removed with respect to amounts charged to unconsolidated
    affiliates, as under GAAP these are not intercompany
    transactions with consolidated subsidiaries.(4)
    
    Records our share of the net income of our unconsolidated
    affiliates.(5)
    
    Our systemwide statements of income includes noncontrolling
    interest expense for the portion of investees earnings not
    owned by us. Under GAAP, there is no noncontrolling interest
    expense recorded with respect to unconsolidated affiliates.(6)
    
    As the net impact of items (2) through (5) is zero,
    systemwide net income attributable to USPI/Parent equals the net
    income that we report under GAAP.  Our
    Ownership Share of Systemwide Results
      Three Months Ended


Year Ended


Three Months EndedMarch 31, 2009


December 31, 2008


March 31, 2008Equity method facilities(1)


21.8
%


21.4
%


22.7
%Consolidated facilities(2)


49.4
%


48.8
%


49.1
%Total(3)


31.2
%


30.5
%


32.9
%     (1)
    
    Computed for equity method facilities by dividing (a) our
    total equity in earnings of unconsolidated affiliates by
    (b) the aggregate net income of U.S. surgical facilities we
    account for under the equity method.(2)
    
    Computed for consolidated facilities by dividing (a) the
    aggregate net income of U.S. surgical facilities we operate less
    net income attributable to the noncontrolling interests of
    consolidated subsidiaries by (b) the aggregate net income
    of our consolidated U.S. surgical facilities.(3)
    
    Computed in total by dividing our share of the facilities
    net income, defined as the sum of (a) in footnotes
    (1) and (2), by the aggregate net income of our U.S.
    surgical facilities, defined as the sum of (b) in footnotes
    (1) and (2).  Form 10-K,
 34




---



##### Table of Contents



Revenues
        ramp-up
    Three Months EndedMarch 31, 2009United States facilities:Net revenue


9
%Surgical cases


3
%Net revenue per case(1)


6
%United Kingdom facilities:Adjusted admissions


(1
)%Net revenue using actual exchange rates


(25
)%Net revenue using constant exchange rates(2)


3
%All same store facilities:Net revenue using actual exchange rates


6
%     (1)
    
    Our overall domestic same store growth in net revenue per case
    for the first quarter of 2009 was favorably impacted by the 13%
    growth at our thirteen same store surgical hospitals, which on
    average perform more 35




---



##### Table of Contents



complex cases and thus earn a higher average net revenue per
    case than ambulatory surgery centers. The net revenue per case
    growth at our ambulatory surgery centers was 3% during the first
    quarter of 2009. The favorable impact, in the first quarter of
    2008, of our collecting amounts related to past patient services
    in conjunction with our finalizing a new contact with a major
    payer has been excluded from these growth rates as it relates to
    dates of service prior to January 1, 2008.(2)
    
    Calculated using 2009 exchange rates for both periods. Although
    this computation represents a non-GAAP measure, we believe that
    using a constant currency translation rate more accurately
    reflects the trend of the business.  Joint
    Ventures With Not-For-Profit Hospitals; Number of
    Facilities
    March 31,


March 31,2009


2008United States facilities(1):With a hospital partner


103



95Without a hospital partner


61



61Total U.S. facilities


164



156United Kingdom facilities


4



3



Total facilities operated


168



159Change from March 31, 2008:De novo (newly constructed) and other(2)


2Acquisition


12Disposals(3)


(5
)Total increase in number of facilities


9     (1)
    
    At March 31, 2009, physicians own a portion of all of these
    facilities.(2)
    
    We now consider our operations at the Parkside facility in
    London, consisting of a hospital and an oncology clinic, to be
    two separate entities in our facility count.(3)
    
    We sold our ownership interests in facilities in Los Angeles,
    California; Cleveland, Ohio; Manitowoc, Wisconsin; Las Cruces,
    New Mexico; and East Brunswick, New Jersey.  Facility
    Operating Margins
   36




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##### Table of Contents



ramp-up
    ramp-up
      Three Months Ended


IncreaseMarch 31, 2009


(Decrease)United States facilities:With a hospital partner


25.9
%


480 bpsWithout a hospital partner


31.0
%


(40) bpsTotal U.S. facilities


27.2
%


320 bpsUnited Kingdom facilities(2)


27.6
%


60 bps     (1)
    
    Operating margin is calculated as operating income divided by
    total revenues. This table aggregates all of the same store
    facilities we operate using 100% of their results. This does not
    represent the overall margin for USPIs operations in
    either the U.S. or the U.K. because we have a variety of
    ownership levels in the facilities we operate, and facilities
    open for less than a year are excluded from same store
    calculations.(2)
    
    Calculated using 2009 exchange rates for both periods. Although
    this computation represents a non-GAAP measure, we believe that
    using a constant currency translation rate more accurately
    reflects the trend of the business. 37




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##### Table of Contents



Three
    Months Ended March 31, 2009 Compared to Three Months Ended
    March 31, 2008
                Form 10-K
 38




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##### Table of Contents



Liquidity
    and Capital Resources
  Cash
    Flows
  ,
    Debt
   39




---



##### Table of Contents



Senior
    secured credit facility
  buy-up buy-up
      Senior
    subordinated notes
  7 8 1 4 payment-in-kind 1 4
 40




---



##### Table of Contents



United
    Kingdom borrowings
        Contractual
    Cash Obligations
    Payments Due by PeriodWithin


Years


Years


BeyondContractual Cash Obligations

Total


1 Year


2 and 3


4 and 5


5 Years(In thousands)Long term debt obligations (principal plus interest)(1):Senior secured credit facility

$
615,126


$
24,657


$
49,214


$
49,080


$
492,175Senior subordinated notes, due 2017


413,950



21,300



42,600



42,600



307,450Senior subordinated toggle notes, due 2017


346,720



18,270



36,540



36,540



255,370Amended and restated U.K. credit facility


64,103



8,562



17,729



37,812



Other debt at operating subsidiaries


36,024



8,703



14,920



5,976



6,425Capitalized lease obligations


56,922



7,781



13,195



8,473



27,473Operating lease obligations


77,469



15,021



24,282



15,347



22,819Total contractual cash obligations

$
1,610,314


$
104,294


$
198,480


$
195,828


$
1,111,712     (1)
    
    Amounts shown for long-term debt obligations and capital lease
    obligations include the associated interest. For variable rate
    debt, the interest is calculated using the March 31, 2009
    rates applicable to each debt instrument and also gives effect
    to the interest rate swaps designated in a cash flow hedging
    relationship against portions of the U.K. credit facility and
    Term B facility in the U.S. 41




---



##### Table of Contents



Debt
    at Operating Subsidiaries
      Related
    Party Transactions
    New
    Accounting Pronouncements
  Employers Disclosures about
    Postretirement Benefit Plan Assets Employers Disclosures about Pensions
    and Other Postretirement Benefits
  ITEM 3.
    Quantitative
    and Qualitative Disclosures About Market Risk     42




---



##### Table of Contents



ITEM 4T.
    Controls
    and Procedures  Form 10-Q.
 PART II 
    OTHER INFORMATION  ITEM 1.
    Legal
    Proceedings   43




---



##### Table of Contents



ITEM 6.
    Exhibits  3
.1

Amended and Restated Certificate of Incorporation (previously
    filed as an exhibit to the Companys Registration Statement
    on
    Form S-4
    (No. 333-144337)
    and incorporated herein by reference).3
.2

Amended and Restated Bylaws (previously filed as an exhibit to
    the Companys Registration Statement on
    Form S-4
    (No. 333-144337)
    and incorporated herein by reference).4
.1

Indenture governing
    87/8% Senior
    Subordinated Notes due 2017 and
    91/4%/10% Senior
    Subordinated Toggle Notes due 2017, among the Company, the
    Guarantors named therein and U.S. Bank National Association, as
    trustee (previously filed as an exhibit to the Companys
    Registration Statement on
    Form S-4
    (No. 333-144337)
    and incorporated herein by reference).4
.2

Form of
    87/8% Senior
    Subordinated Note due 2017 and
    91/4%/10% Senior
    Subordinate Toggle Note due 2017 (previously filed as an exhibit
    to the Companys Registration Statement on
    Form S-4
    (No. 333-144337)
    and incorporated herein by reference).31
.1*

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2*

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1*

Certification of Chief Executive Officer pursuant
    Section 906 of the Sarbanes-Oxley Act of 2002.32
.2*

Certification of Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    Filed herewith. 44




---



##### Table of Contents



SIGNATURES      By:
    /s/  Mark
    A. Kopser   Executive Vice President
 and Chief Financial Officer
 (Principal Financial Officer)
    By:
    /s/  J.
    Anthony Martin   Vice President, Corporate Controller,
 and Chief Accounting Officer
 (Principal Accounting Officer)
 45




---



##### Table of Contents



Exhibit Index
  3
.1

Amended and Restated Certificate of Incorporation (previously
    filed as an exhibit to the Companys Registration Statement
    on
    Form S-4
    (No. 333-144337)
    and incorporated herein by reference).3
.2

Amended and Restated Bylaws (previously filed as an exhibit to
    the Companys Registration Statement on
    Form S-4
    (No. 333-144337)
    and incorporated herein by reference).4
.1

Indenture governing
    87/8% Senior
    Subordinated Notes due 2017 and
    91/4%/10% Senior
    Subordinated Toggle Notes due 2017, among the Company, the
    Guarantors named therein and U.S. Bank National Association, as
    trustee (previously filed as an exhibit to the Companys
    Registration Statement on
    Form S-4
    (No. 333-144337)
    and incorporated herein by reference).4
.2

Form of
    87/8% Senior
    Subordinated Note due 2017 and
    91/4%/10% Senior
    Subordinate Toggle Note due 2017 (previously filed as an exhibit
    to the Companys Registration Statement on
    Form S-4
    (No. 333-144337)
    and incorporated herein by reference).31
.1*

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2*

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1*

Certification of Chief Executive Officer pursuant
    Section 906 of the Sarbanes-Oxley Act of 2002.32
.2*

Certification of Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    Filed herewith. 46