##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 For the Quarterly Period Ended September 30, 2008
 Commission File Number 000-22217
 AMSURG CORP.
 (Exact Name of Registrant as Specified in its Charter)
 Tennessee(State or other jurisdiction of 
incorporation or organization)
    
    62-1493316(I.R.S. Employer
Identification No.)
 20 Burton Hills Boulevard 
Nashville, TN(Address of principal executive offices)
    
    37215(Zip code)
 (615) 665-1283  (Registrants Telephone Number, Including Area Code)
  þ o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ




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##### 



Table of Contents to Form 10-Q for the Nine Months Ended September 30, 2008
 Part IItem 1. Financial Statements
    
    
    1Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    18Item 4. Controls and Procedures
    
    
    18Item 4T. Controls and Procedures
    
    
    18Part IIItem 1. Legal Proceedings
    
    
    19Item 1A. Risk Factors
    
    
    19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    19Item 3. Defaults Upon Senior Securities
    
    
    19Item 4. Submission of Matters to a Vote of Security Holders
    
    
    19Item 5. Other Information
    
    
    19Item 6. Exhibits
    
    
    19Signature
    
    
    20EX-11EX-31.1EX-31.2EX-32.1
  i




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##### Table of Contents



Part I
 
 Item 1. Financial Statements
 AmSurg Corp.
Consolidated Balance Sheets
September 30, 2008 (unaudited) and December 31, 2007
(Dollars in thousands)
 September 30,
    
    December 31,2008
    
    2007AssetsCurrent assets:Cash and cash equivalents
    
    $
    25,857
    
    
    $
    29,953Accounts receivable, net of allowance of $10,017 and $8,310, respectively
    
    
    66,391
    
    
    
    61,284Supplies inventory
    
    
    7,399
    
    
    
    6,882Deferred income taxes
    
    
    2,514
    
    
    
    1,354Prepaid and other current assets
    
    
    16,546
    
    
    
    18,509Current assets held for sale
    
    
    132
    
    
    
    Total current assets
    
    
    118,839
    
    
    
    117,982Long-term receivables and other assets
    
    
    87
    
    
    
    1,653Property and equipment, net
    
    
    102,204
    
    
    
    104,874Intangible assets, net
    
    
    598,168
    
    
    
    557,125Long-term assets held for sale
    
    
    981
    
    
    
    Total assets
    
    $
    820,279
    
    
    $
    781,634Liabilities and Shareholders EquityCurrent liabilities:Current portion of long-term debt
    
    $
    5,162
    
    
    $
    5,781Accounts payable
    
    
    11,211
    
    
    
    12,703Accrued salaries and benefits
    
    
    15,297
    
    
    
    12,415Other accrued liabilities
    
    
    3,066
    
    
    
    2,291Income taxes payable
    
    
    
    
    
    
    1,000Current liabilities held for sale
    
    
    165
    
    
    
    Total current liabilities
    
    
    34,901
    
    
    
    34,190Long-term debt
    
    
    189,654
    
    
    
    216,822Deferred income taxes
    
    
    53,575
    
    
    
    41,990Other long-term liabilities
    
    
    15,867
    
    
    
    15,401Commitments and contingenciesMinority interest
    
    
    64,766
    
    
    
    62,006Preferred stock, no par value, 5,000,000 shares authorized, no shares issued or outstanding
    
    
    
    
    
    
    Shareholders equity:Common stock, no par value 70,000,000 shares authorized, 31,857,643 and 31,202,629
shares outstanding, respectively
    
    
    189,459
    
    
    
    172,536Deferred compensation
    
    
    (5,887
    )
    
    
    (3,916
    )Retained earnings, net of ($634) cumulative adjustment to beginning retained earnings
on January 1, 2007 for change in accounting for uncertainty in income taxes
    
    
    279,376
    
    
    
    244,042Accumulated other comprehensive loss, net of income taxes
    
    
    (1,432
    )
    
    
    (1,437
    )Total shareholders equity
    
    
    461,516
    
    
    
    411,225Total liabilities and shareholders equity
    
    $
    820,279
    
    
    $
    781,634
  1




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Consolidated Statements of Earnings (unaudited)
Three Months and Nine Months Ended September 30, 2008 and 2007
(In thousands, except earnings per share
 Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2008
    
    2007
    
    2008
    
    2007Revenues
    
    $
    150,884
    
    
    $
    127,801
    
    
    $
    447,509
    
    
    $
    376,829Operating expenses:Salaries and benefits
    
    
    44,271
    
    
    
    37,749
    
    
    
    130,298
    
    
    
    111,427Supply cost
    
    
    17,370
    
    
    
    14,982
    
    
    
    51,990
    
    
    
    43,345Other operating expenses
    
    
    31,429
    
    
    
    25,910
    
    
    
    92,035
    
    
    
    76,784Depreciation and amortization
    
    
    5,266
    
    
    
    4,642
    
    
    
    15,614
    
    
    
    13,592Total operating expenses
    
    
    98,336
    
    
    
    83,283
    
    
    
    289,937
    
    
    
    245,148Operating income
    
    
    52,548
    
    
    
    44,518
    
    
    
    157,572
    
    
    
    131,681Minority interest
    
    
    29,794
    
    
    
    25,411
    
    
    
    89,427
    
    
    
    75,426Interest expense, net of interest income
    
    
    2,331
    
    
    
    2,158
    
    
    
    7,626
    
    
    
    6,716Earnings from continuing operations before income taxes
    
    
    20,423
    
    
    
    16,949
    
    
    
    60,519
    
    
    
    49,539Income tax expense
    
    
    7,840
    
    
    
    6,577
    
    
    
    23,869
    
    
    
    19,140Net earnings from continuing operations
    
    
    12,583
    
    
    
    10,372
    
    
    
    36,650
    
    
    
    30,399Discontinued operations:(Loss) earnings from operations of discontinued interests
in surgery centers, net of income tax expense
    
    
    (68
    )
    
    
    323
    
    
    
    4
    
    
    
    1,618Loss on disposal of discontinued interests in surgery
centers, net of income tax benefit
    
    
    (131
    )
    
    
    (705
    )
    
    
    (1,320
    )
    
    
    (558
    )Net (loss) earnings from discontinued operations
    
    
    (199
    )
    
    
    (382
    )
    
    
    (1,316
    )
    
    
    1,060Net earnings
    
    $
    12,384
    
    
    $
    9,990
    
    
    $
    35,334
    
    
    $
    31,459Basic earnings per common share:Net earnings from continuing operations
    
    $
    0.40
    
    
    $
    0.34
    
    
    $
    1.16
    
    
    $
    1.00Net earnings
    
    $
    0.39
    
    
    $
    0.32
    
    
    $
    1.12
    
    
    $
    1.03Diluted earnings per common share:Net earnings from continuing operations
    
    $
    0.39
    
    
    $
    0.33
    
    
    $
    1.14
    
    
    $
    0.98Net earnings
    
    $
    0.38
    
    
    $
    0.32
    
    
    $
    1.10
    
    
    $
    1.02Weighted average number of shares and share equivalents
outstanding:Basic
    
    
    31,719
    
    
    
    30,778
    
    
    
    31,499
    
    
    
    30,455Diluted
    
    
    32,303
    
    
    
    31,175
    
    
    
    32,018
    
    
    
    30,922
  2




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Consolidated Statements of Comprehensive Income (unaudited)
Three Months and Nine Months Ended September 30, 2008 and 2007
(In thousands
 Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2008
    
    2007
    
    2008
    
    2007Net earnings
    
    $
    12,384
    
    
    $
    9,990
    
    
    $
    35,334
    
    
    $
    31,459Other comprehensive income:(Loss) gain on interest rate swap, net of income tax expense
    
    
    (39
    )
    
    
    (680
    )
    
    
    5
    
    
    
    (282
    )Comprehensive income, net of tax
    
    $
    12,345
    
    
    $
    9,310
    
    
    $
    35,339
    
    
    $
    31,177
  3




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Consolidated Statements of Cash Flows (unaudited)
Nine Months Ended September 30, 2008 and 2007
(In thousands
 Nine Months EndedSeptember 30,2008
    
    2007Cash flows from operating activities:Net earnings
    
    $
    35,334
    
    
    $
    31,459Adjustments to reconcile net earnings to net cash flows provided by
operating activities:Minority interest
    
    
    89,427
    
    
    
    75,426Distributions to minority partners
    
    
    (88,993
    )
    
    
    (75,305
    )Depreciation and amortization
    
    
    15,614
    
    
    
    13,592Net loss on sale and impairment of long-lived assets
    
    
    1,076
    
    
    
    1,518Share-based compensation
    
    
    3,701
    
    
    
    3,324Excess tax benefit from share-based compensation
    
    
    (1,316
    )
    
    
    (2,809
    )Deferred income taxes
    
    
    10,190
    
    
    
    6,180Increase (decrease) in cash and cash equivalents, net of effects of
acquisitions and dispositions, due to changes in:Accounts receivable, net
    
    
    (3,063
    )
    
    
    (4,598
    )Supplies inventory
    
    
    16
    
    
    
    223Prepaid and other current assets
    
    
    1,972
    
    
    
    1,218Accounts payable
    
    
    (1,765
    )
    
    
    (341
    )Accrued expenses and other liabilities
    
    
    2,416
    
    
    
    4,398Other, net
    
    
    573
    
    
    
    2,278Net cash flows provided by operating activities
    
    
    65,182
    
    
    
    56,563Cash flows from investing activities:Acquisition of interests in surgery centers
    
    
    (42,810
    )
    
    
    (84,769
    )Acquisition of property and equipment
    
    
    (13,565
    )
    
    
    (16,533
    )Proceeds from sale of surgery centers
    
    
    3,753
    
    
    
    1,885Decrease in long-term receivables
    
    
    1,459
    
    
    
    1,918Net cash flows used in investing activities
    
    
    (51,163
    )
    
    
    (97,499
    )Cash flows from financing activities:Proceeds from long-term borrowings
    
    
    57,771
    
    
    
    91,264Repayment on long-term borrowings
    
    
    (87,653
    )
    
    
    (66,897
    )Proceeds from issuance of common stock upon exercise of stock options
    
    
    9,935
    
    
    
    13,452Proceeds from capital contributions by minority partners
    
    
    548
    
    
    
    154Excess tax benefit from share-based compensation
    
    
    1,316
    
    
    
    2,809Financing cost incurred
    
    
    (32
    )
    
    
    (7
    )Net cash flows (used in) provided by financing activities
    
    
    (18,115
    )
    
    
    40,775Net decrease in cash and cash equivalents
    
    
    (4,096
    )
    
    
    (161
    )Cash and cash equivalents, beginning of period
    
    
    29,953
    
    
    
    20,083Cash and cash equivalents, end of period
    
    $
    25,857
    
    
    $
    19,922
  4




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements
 (1) Basis of Presentation
       (2) Use of Estimates
   5




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
 (3) Revenue Recognition
  .
 (4) Stock Incentive Plans
     WeightedNumber
    
    Averageof
    
    GrantShares
    
    PriceNon-vested shares at December 31, 2007
    
    
    193,999
    
    
    $
    23.13Shares granted
    
    
    147,724
    
    
    
    24.79Shares vested
    
    
    (4,210
    )
    
    
    24.94Shares forfeited
    
    
    (9,762
    )
    
    
    24.01Non-vested shares at September 30, 2008
    
    
    327,751
    
    
    $
    23.83
  6




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
  WeightedAverageWeighted
    
    RemainingNumber
    
    Average
    
    Contractualof
    
    Exercise
    
    TermShares
    
    Price
    
    (in years)Outstanding at December 31, 2007
    
    
    3,674,474
    
    
    $
    21.72
    
    
    
    6.7Options granted
    
    
    203,911
    
    
    
    24.75Options exercised with aggregate intrinsic value of $3,947,000
    
    
    (517,052
    )
    
    
    19.24Options terminated
    
    
    (69,248
    )
    
    
    23.76Outstanding at September 30, 2008 with aggregate intrinsic value
of $8,216,000
    
    
    3,292,085
    
    
    $
    22.25
    
    
    
    6.3Vested or expected to vest at September 30, 2008 with aggregate
intrinsic value
of $8,069,000
    
    
    3,193,322
    
    
    $
    22.21
    
    
    
    6.2Exercisable at September 30, 2008 with aggregate intrinsic value
of $6,586,000
    
    
    2,198,999
    
    
    $
    21.79
    
    
    
    5.5
   Nine Months EndedSeptember 30,2008
    
    2007Applied assumptions:Expected term/life of options in years
    
    
    5.1
    
    
    
    4.8Forfeiture rate
    
    
    
    
    
    
    0.1
    %Average risk-free interest rate
    
    
    2.7
    %
    
    
    4.8
    %Volatility rate
    
    
    31.9
    %
    
    
    34.4
    %Dividends
    
    
    
    
    
    
    
  (5) Acquisitions and Dispositions
   7




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2008
    
    2007
    
    2008
    
    2007Revenues
    
    $
    1,179
    
    
    $
    4,304
    
    
    $
    5,144
    
    
    $
    14,931(Loss) earnings before income taxes
    
    
    (112
    )
    
    
    532
    
    
    
    6
    
    
    
    2,662Net (loss) earnings
    
    
    (68
    )
    
    
    323
    
    
    
    4
    
    
    
    1,618
 (6) Intangible Assets
  September 30, 2008
    
    December 31, 2007Gross
    
    
    
    
    
    
    
    
    
    GrossCarrying
    
    Accumulated
    
    
    
    
    
    Carrying
    
    AccumulatedAmount
    
    Amortization
    
    Net
    
    Amount
    
    Amortization
    
    NetDeferred financing cost
    
    $
    2,735
    
    
    
    ($1,948
    )
    
    $
    787
    
    
    $
    2,703
    
    
    
    ($1,738
    )
    
    $
    965Customer and non-compete
agreements
    
    
    3,180
    
    
    
    (1,368
    )
    
    
    1,812
    
    
    
    3,180
    
    
    
    (1,218
    )
    
    
    1,962Total amortizable
intangible assets
    
    $
    5,915
    
    
    
    ($3,316
    )
    
    $
    2,599
    
    
    $
    5,883
    
    
    
    ($2,956
    )
    
    $
    2,927
   Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2008
    
    2007
    
    2008
    
    2007Balance, beginning of period
    
    $
    567,580
    
    
    $
    448,020
    
    
    $
    546,915
    
    
    $
    397,147Goodwill acquired during period
    
    
    21,016
    
    
    
    27,910
    
    
    
    43,501
    
    
    
    79,834Goodwill disposed or held for sale during period
    
    
    (360
    )
    
    
    (207
    )
    
    
    (2,180
    )
    
    
    (1,258
    )Balance, end of period
    
    $
    588,236
    
    
    $
    475,723
    
    
    $
    588,236
    
    
    $
    475,723
  (7) Long-term Debt
  8




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
  Accounting for Derivative Investments and Hedging Activities,
 (8) Fair Value Measurements
 Fair
Value Measurements.
  Fair Value Measurements atReporting Date Using:Quoted Pricesin Active
    
    SignificantMarkets for
    
    Other
    
    SignificantSeptember 30,
    
    Identical
    
    Observable
    
    Unobservable2008
    
    Assets
    
    Inputs
    
    InputsAssets:Supplemental executive
retirement savings plan
investments
    
    $
    3,765
    
    
    $
    
    
    
    $
    3,765
    
    
    $
    Liabilities:Supplemental executive
retirement savings plan
obligations
    
    $
    3,597
    
    
    $
    
    
    
    $
    3,597
    
    
    $
    Interest rate swap agreement
    
    
    2,355
    
    
    
    
    
    
    
    2,355
    
    
    
    Total liabilities
    
    $
    5,952
    
    
    $
    
    
    
    $
    5,952
    
    
    $
    
  (9) Income Taxes
 Accounting for Uncertainty in
Income Taxes  an interpretation of SFAS No. 109 Accounting for Income Taxes.
 9




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
   (10) Commitments and Contingencies
    (11) Recent Accounting Pronouncements
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities.
 Noncontrolling Interests in Consolidated Financial
Statements, an amendment of Accounting Research Bulletin No. 51.
 10




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
 Business Combinations, Business Combinations.
 Disclosures about Derivative Instruments and Hedging
Activities
 11




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Statements
   
    
    the risk that payments from third-party payors, including government healthcare
programs, may decrease or not increase as our costs increase;
    
    our ability to maintain favorable relations with our physician partners;
    
    our ability to acquire and develop additional surgery centers on favorable terms;
    
    our ability to grow revenues by increasing procedure volume while maintaining our
operating margins and profitability at our existing centers;
    
    our ability to manage the growth in our business;
    
    our ability to obtain sufficient capital resources to complete acquisitions and develop
new surgery centers;
    
    our ability to compete for physician partners, managed care contracts, patients and
strategic relationships;
    
    risks associated with weather and other factors that may affect our surgery centers;
    
    risks associated with judicial, regulatory and legislative developments in New Jersey;
    
    our failure to comply with applicable laws and regulations;
    
    the risk of changes in legislation, regulations or regulatory interpretations that may
negatively affect us;
    
    the risk of becoming subject to federal and state investigation;
    
    the risk of regulatory changes that may obligate us to buy out interests of physicians
who are minority owners of our surgery centers;
    
    risks associated with our status as a general partner of limited partnerships;
    
    our legal responsibility to minority owners of our surgery centers, which may conflict
with our interests and prevent us from acting solely in our best interests;
    
    risks associated with the write-off of the impaired portion of intangible assets; and
    
    risks associated with the tax deductibility of goodwill.
 12




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
 Overview
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2008
    
    2007
    
    2008
    
    2007Procedures
    
    
    280,158
    
    
    
    238,475
    
    
    
    827,328
    
    
    
    695,648Centers in operation, beginning of period
    
    
    176
    
    
    
    165
    
    
    
    176
    
    
    
    156New center acquisitions placed in operation
    
    
    2
    
    
    
    6
    
    
    
    6
    
    
    
    15New development centers placed in operation
    
    
    1
    
    
    
    
    
    
    
    1
    
    
    
    1Centers disposed
    
    
    (1
    )
    
    
    (1
    )
    
    
    (5
    )
    
    
    (2
    )Centers held for sale
    
    
    (2
    )
    
    
    
    
    
    
    (2
    )
    
    
    Centers in operation, end of period
    
    
    176
    
    
    
    170
    
    
    
    176
    
    
    
    170Centers under development, end of period
    
    
    3
    
    
    
    4
    
    
    
    3
    
    
    
    4Average number of continuing centers in operation, during period
    
    
    174
    
    
    
    158
    
    
    
    172
    
    
    
    155Centers under letter of intent, end of period
    
    
    13
    
    
    
    3
    
    
    
    13
    
    
    
    3
   Sources of Revenues
    13




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
  
    
    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
    
    an annual increase in the ASC rates beginning in 2010 based on increases in the consumer
price index.
  Critical Accounting Policies
  Results of Operations
      14




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2008
    
    2007
    
    2008
    
    2007Revenues
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %Operating expenses:Salaries and benefits
    
    
    29.3
    
    
    
    29.6
    
    
    
    29.1
    
    
    
    29.6Supply cost
    
    
    11.5
    
    
    
    11.7
    
    
    
    11.6
    
    
    
    11.5Other operating expenses
    
    
    20.9
    
    
    
    20.3
    
    
    
    20.6
    
    
    
    20.4Depreciation and amortization
    
    
    3.5
    
    
    
    3.6
    
    
    
    3.5
    
    
    
    3.6Total operating expenses
    
    
    65.2
    
    
    
    65.2
    
    
    
    64.8
    
    
    
    65.1Operating income
    
    
    34.8
    
    
    
    34.8
    
    
    
    35.2
    
    
    
    34.9Minority interest
    
    
    19.7
    
    
    
    19.9
    
    
    
    20.0
    
    
    
    20.0Interest expense, net of interest income
    
    
    1.6
    
    
    
    1.7
    
    
    
    1.7
    
    
    
    1.8Earnings from continuing operations before income taxes
    
    
    13.5
    
    
    
    13.2
    
    
    
    13.5
    
    
    
    13.1Income tax expense
    
    
    5.2
    
    
    
    5.1
    
    
    
    5.3
    
    
    
    5.1Net earnings from continuing operations
    
    
    8.3
    
    
    
    8.1
    
    
    
    8.2
    
    
    
    8.0Net (loss) earnings from discontinued operations
    
    
    (0.1
    )
    
    
    (0.3
    )
    
    
    (0.3
    )
    
    
    0.3Net earnings
    
    
    8.2
    %
    
    
    7.8
    %
    
    
    7.9
    %
    
    
    8.3
    %
  
    
    centers acquired or opened in 2007, which contributed $13.7 million and $49.0 million of
additional revenues in the three and nine months ended September 30, 2008, respectively,
due to having a full period of operations;
    
    $5.3 million and $14.2 million of revenue growth for the three and nine months ended
September 30, 2008, respectively, recognized by our 2008 same-center group, reflecting a 4%
increase in both periods, primarily as a result of procedure growth; and
    
    centers acquired and opened in 2008, which generated $4.0 million and $7.9 million in
revenues during the three and nine months ended September 30, 2008, respectively.
  .
  15




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
 
    
    centers acquired or opened during 2007, which resulted in an increase of $2.3 million
and $8.8 million in other operating expenses in the three and nine months ended September
30, 2008, respectively;
    
    an increase of $1.6 million and $3.0 million in other operating expenses from our 2008
same-center group in the three and nine months ended September 30, 2008 respectively,
resulting primarily from additional procedure volume and general inflationary cost
increases; and
    
    centers acquired and opened during 2008, which resulted in an increase of $720,000 and
$1.4 million in other operating expenses in the three and nine months ended September 30,
2008, respectively.
     Accounting for Uncertainty in Income
Taxes  an interpretation of SFAS No. 109,
  Liquidity and Capital Resources
   16




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
   
    
    $42.8 million for acquisitions of interests in ASCs;
    
    $12.0 million for new or replacement property at existing surgery centers, excluding
$390,000 in new capital leases; and
    
    $1.6 million for surgery centers under development.
      Recent Accounting Pronouncements
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities.
 Noncontrolling Interests in Consolidated Financial
Statements, an amendment of Accounting Research Bulletin No. 51.
 17




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
  Business Combinations, Business Combinations.
 Disclosures about Derivative Instruments and Hedging
Activities
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  
 Item 4T. Controls and Procedures
 Not applicable.
 18




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##### Table of Contents



Part II
 
 Item 1 Legal Proceedings
 Not applicable.
 
 Item 1A Risk Factors
 Not applicable.
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Not applicable.
 
 Item 3. Defaults Upon Senior Securities
 Not applicable.
 
 Item 4. Submission of Matters to a Vote of Security Holders
 Not applicable.
 
 Item 5. Other Information
 Not applicable.
 
 Item 6. Exhibits
 Exhibits11
    
    Earnings Per Share31.1
    
    Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a)31.2
    
    Certification of Executive Vice President and Chief Financial Officer pursuant to
Rule 13a-14(a)32.1
    
    Section 1350 Certification
 19




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##### Table of Contents



Signature
  AMSURG CORP.Date:      November 5, 2008
    By:
    /s/ Claire M. GulmiClaire M. GulmiExecutive Vice President and
Chief Financial Officer of the Company
(Principal Financial and Duly Authorized Officer) 20