Use these links to rapidly review the documentUNITED SURGICAL PARTNERS INTERNATIONAL, INC. 2002 ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2002

Commission file No. 000-32837

UNITED SURGICAL PARTNERS INTERNATIONAL, INC.(Exact name of Registrant as specified in its charter)

Delaware

75-2749762(State of Incorporation)

(I.R.S. Employer
Identification No.)15305 Dallas Parkway, Suite 1600

75001Addison, Texas

(Zip Code)(Address of principal executive offices)


(972) 713-3500(Registrant's telephone number, including area code)

Securities
Registered Pursuant to Section 12(b) of the Act: None

Securities
Registered Pursuant to Section 12(g) of the Act:

Title of each class

Name of each exchange
on which registeredCommon Stock, par value $.01 per share

The Nasdaq Stock MarketRights to Purchase Series A Junior Participating Preferred Stock, par value $.01 per share

The Nasdaq Stock Market


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 ý    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 Parts I, II, III, and IV of this Form 10-K or any amendment to this
Form 10-K. o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Exchange Act
Rule 12b-2). Yes ý    No o

|Aggregate market value of outstanding Common Stock held by non-affiliates of the Registrant, as of June 28, 2002 |  | $ | 581,718,183 |  | 
|---------------------------------------------------------------------------------------------------------------- |  | - | ----------- |  | 
|Number of shares of Common Stock outstanding as of March 20, 2003                                                |  |   | 27,166,860  |  | 

Documents Incorporated by Reference

Part IIIPortions of the registrant's definitive proxy statement to be filed pursuant to Regulation 14A for the Annual Meeting of
Stockholders to be held May 22, 2003.

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UNITED SURGICAL PARTNERS INTERNATIONAL, INC.    2002 ANNUAL REPORT ON FORM 10-K    TABLE OF CONTENTS



|PART I   |  |                                                                                                                                                                                                                                                                                                                                 |  |                                                                                               
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------
|         |  | Item 1.                                                                                                                                                                                                                                                                                                                         |  | Business                                                                                      
|         |  | Item 2.                                                                                                                                                                                                                                                                                                                         |  | Properties                                                                                    
|         |  | Item 3.                                                                                                                                                                                                                                                                                                                         |  | Legal Proceedings                                                                             
|         |  | Item 4.                                                                                                                                                                                                                                                                                                                         |  | Submission of Matters to a Vote of Security Holders                                           
|PART II  |  |                                                                                                                                                                                                                                                                                                                                 |  |                                                                                               
|         |  | Item 5.                                                                                                                                                                                                                                                                                                                         |  | Market for Registrant's Common Equity and Related Stockholder Matters                         
|         |  | Item 6.                                                                                                                                                                                                                                                                                                                         |  | Selected Consolidated Financial Data                                                          
|         |  | Item 7.                                                                                                                                                                                                                                                                                                                         |  | Management's Discussion and Analysis of Financial Condition and Results of Operations         
|         |  | Item 7A.                                                                                                                                                                                                                                                                                                                        |  | Quantitative and Qualitative Disclosures about Market Risk                                    
|         |  | Item 8.                                                                                                                                                                                                                                                                                                                         |  | Financial Statements and Supplementary Data                                                   
|         |  | Item 9.                                                                                                                                                                                                                                                                                                                         |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure          
|PART III |  |                                                                                                                                                                                                                                                                                                                                 |  |                                                                                               
|         |  | Item 10.                                                                                                                                                                                                                                                                                                                        |  | Directors and Executive Officers of the Registrant                                            
|         |  | Item 11.                                                                                                                                                                                                                                                                                                                        |  | Executive Compensation                                                                        
|         |  | Item 12.                                                                                                                                                                                                                                                                                                                        |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|         |  | Item 13.                                                                                                                                                                                                                                                                                                                        |  | Certain Relationships and Related Transactions                                                
|         |  | Item 14.                                                                                                                                                                                                                                                                                                                        |  | Controls and Procedures                                                                       
|         |  | Item 15.                                                                                                                                                                                                                                                                                                                        |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                               
|Note:    |  | The responses to Items 10 through 13 will be included in the Company's definitive proxy statement to be filed pursuant to Regulation 14A for the Annual Meeting of Stockholders to be held May 22, 2003. The required information is incorporated into
this Form 10-K by reference to that document and is not repeated herein.

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FORWARD LOOKING STATEMENTS

Certain statements contained in this Annual Report on Form 10-K, and the document incorporated herein by reference, including, without
limitation, statements containing the words "believes", "anticipates", "expects", "continues", "will", "may", "should", "estimates", "intends", "plans" and similar expressions, and statements
regarding the Company's business strategy and plans, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements
are based on management's current expectations and involve known and unknown risks, uncertainties and other factors, many of which the Company is unable to predict or control, that may cause the
Company's actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Such factors include, among others, the following:
general economic and business conditions, both nationally and regionally; foreign currency fluctuations; demographic changes; changes in, or the failure to comply with, laws and governmental
regulations; the ability to enter into managed care provider arrangements on acceptable terms; changes in Medicare, Medicaid and other government funded payments or reimbursement in the U.S. and
Western Europe; liability and other claims asserted against us; the highly competitive nature of healthcare; changes in business strategy or development plans of healthcare systems with which we
partner; the ability to attract and retain qualified personnel, including physicians, nurses and other health care professionals; our significant indebtedness; the availability of suitable acquisition
opportunities and the length of time it takes to accomplish acquisitions; our ability to integrate new businesses with our existing operations; the availability and terms of capital to fund the
expansion of our business, including the acquisition and development of additional facilities and certain additional factors, risks and uncertainties discussed in this Annual Report on
Form 10-K and the documents incorporated herein by reference. Given these uncertainties, investors and prospective investors are cautioned not to rely on such forward-looking
statements. We disclaim any obligation and make no promise to update any such factors or forward-looking statements or to publicly announce the results of any revisions to any such factors or
forward-looking statements, whether as a result of changes in underlying factors, to reflect new information as a result of the occurrence of events or developments or otherwise.

PART I

Item 1. Business

General

United Surgical Partners International, Inc. (together with its subsidiaries, "we", the "Company" or "USPI") owns and operates short stay surgical
facilities including surgery centers and private surgical hospitals in the United States, Spain and the United Kingdom. We focus on providing high quality surgical facilities that meet the needs of
patients, physicians and payors better than hospital-based and other outpatient surgical facilities. We believe that our facilities (1) enhance the quality of care and the healthcare experience
of patients, (2) offer significant administrative, clinical and economic benefits to physicians and (3) offer an efficient and low cost alternative to payors. We acquire and develop our
facilities through the formation of strategic relationships with physicians and healthcare systems to better access and serve the communities in our markets. Our operating model is efficient, scalable
and portable and we have adapted it to each of our national markets. We believe that our acquisition and development strategy and operating model enable us to continue to grow by taking advantage of
highly-fragmented markets and an increasing demand for short stay surgery.

Since
physicians provide and influence the direction of healthcare worldwide, we have developed our operating model to encourage physicians to affiliate with us and to use our
facilities. We operate our facilities, structure our strategic relationships and adopt staffing, scheduling and clinical systems and protocols with the goal of increasing physician productivity. We
believe that our focus on physician

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satisfaction, combined with providing high quality healthcare in a friendly and convenient environment for patients, will continue to increase the number of procedures performed at our facilities
each year.

Donald
E. Steen, our chairman and chief executive officer, and Welsh, Carson, Anderson & Stowe formed USPI in February 1998. We operate surgery centers and private surgical
hospitals in the United States and Western Europe. As of December 31, 2002, we operated 64 facilities, consisting of 54 in the United States, eight in Spain, and two in the United Kingdom. Of
the 54 U.S. facilities, 26 are jointly owned with ten major not-for-profit healthcare systems. Overall, as of December 31, 2002, we held ownership interests in 61 of the
facilities and operated the remaining three facilities, all in the United States, under management contracts. Our revenues for 2002 were $342.4 million, up 40% from $244.4 million for
2001.

Available Information

We file proxy statements and annual, quarterly and current reports with the Securities and Exchange Commission. You may read and copy any document that we file at
the SEC's public reference room located at 450 Fifth Street N.W., Washington, D.C. 20549. You may also call the Securities and Exchange Commission at 1-800-SEC-0330 for information on the operation of
the public reference
room. Our SEC filings are also available to you free of charge at the SEC's web site athttp://www.sec.gov.We also maintain a website at http://www.unitedsurgical.comthat includes links to our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K and any amendments to those reports. These reports are available on our website without charge as soon as reasonably practicable after such reports are filed with or furnished to the
SEC.

Industry Background

We believe many physicians prefer surgery centers and private surgical hospitals to general acute care hospitals. We believe that this is due to the elective
nature of the procedures performed at our surgery centers and private surgical hospitals, which allows physicians to schedule their time more efficiently and therefore increase the number of surgeries
they can perform in a given amount of time. In addition, these facilities usually provide physicians with greater scheduling flexibility, more consistent nurse staffing and faster turnaround time
between cases. While surgery centers and private surgical hospitals generally perform scheduled surgeries, private acute care hospitals and national health service facilities generally provide a broad
range of services, including high priority and emergency procedures. Medical emergencies often demand the unplanned use of operating rooms and result in the postponement or delay of scheduled
surgeries, disrupting physicians' practices and inconveniencing patients. Surgery centers and private surgical hospitals in the United States, Spain and the United Kingdom are designed to improve
physician work environments and improve physician efficiency. In addition, many physicians choose to perform surgery in facilities like ours because their patients prefer the comfort of a less
institutional atmosphere and the convenience of simplified admissions and discharge procedures.



According to SMG Marketing Group Inc.'s Freestanding Outpatient Surgery Center Directory, the number of outpatient surgery cases performed in freestanding
surgery centers increased 169% from 2.6 million in 1991 to 7.0 million in 2001. Outpatient surgical procedures represented approximately 20% of all surgical procedures performed in the
United States in 1981 compared to approximately 78% in 2001. New surgical techniques and technology, as well as advances in anesthesia, have significantly expanded the types of surgical procedures
that are being performed in surgery centers and have helped drive the growth in outpatient surgery. Lasers, arthroscopy, 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

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drowsiness, thereby avoiding the need for overnight hospitalization in many cases. In addition, some states in the United States now permit surgery centers to keep a patient for up to
23 hours. This allows more complex surgeries, previously only performed in an inpatient setting, to be performed in a surgery center.

In
addition to these technological and other clinical advancements, a changing payor environment has contributed to the rapid growth in outpatient surgery in recent years. Government
programs, private insurance companies, managed care organizations and self-insured employers have implemented cost containment measures to limit increases in healthcare expenditures,
including procedure reimbursement. These cost containment measures have greatly contributed to the significant shift in the delivery of healthcare services away from traditional inpatient hospitals to
more cost-effective alternate sites, including surgery centers. We believe that surgery performed at a surgery center is generally less expensive than hospital-based outpatient surgery
because of lower facility development costs, more efficient staffing and space utilization and a specialized operating environment focused on cost containment.

Today,
large healthcare systems in the United States generally offer both inpatient and outpatient surgery on site. In addition, a number of not-for-profit
healthcare systems have begun to expand their portfolios of facilities and services by entering into strategic relationships with specialty operators of surgery centers. These strategic relationships
enable not-for-profit healthcare systems to offer patients, physicians and payors the cost advantages, convenience and other benefits of outpatient surgery in a freestanding
facility. Further, these relationships allow the not-for-profit healthcare systems to focus their attention and resources on their core business without the challenge of
acquiring, developing and operating these facilities.



Most countries in Western Europe provide their populations with some level of government-funded healthcare. Despite the success of these public programs, the
practical limitations of these systems have resulted in delays or rationing of elective surgeries and certain other procedures. In many of these countries, funding and capacity constraints of public
healthcare systems have created an opportunity for private healthcare systems to develop.

While
Spain's national health service covers substantially all of the country's population, a private healthcare industry has emerged that currently serves the 17% of Spain's population
that maintains private insurance and another growing portion of the population that pays for elective procedures from personal funds. Total healthcare expenditures in Spain grew from 5.9% of gross
domestic product, or GDP, in 1997 to 7.7% in 1999. In addition, Spain's GDP and wages have experienced compound annual growth of 3.4% and 2.7%, respectively, from 1996 to 2001. We believe that these
increases support our view that the number of privately insured citizens, the amount of private healthcare expenditures and the resulting demand for private networks such as ours will continue to
grow. We also believe that the growth in Spain's private healthcare industry has been driven in large part by an increase in the number of employers offering private insurance as a benefit to their
employees. Like their U.S. counterparts, private insurance companies in Spain typically offer comprehensive health coverage. Since only 75 of the 355 private surgical hospitals in Spain are owned by
multi-facility systems, we believe an opportunity exists to expand our private hospital network that will enable us to negotiate more effectively with the country's large health insurance companies.
Our facilities also supplement the national health service as public hospitals periodically refer overload cases to our facilities.

We
are able to accept or reject these cases based on the available capacity of our facilities and the profitability of the cases. For the year ended December 31, 2002, we derived
approximately 71% of our revenues in Spain from private insurance, approximately 18% from private pay and approximately 11% from government payors.

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The
United Kingdom also provides government-funded healthcare to all of its residents through a national health service. It, however, is also subject to funding and capacity limitations.
Since the demand for healthcare services exceeds the public system's capacity, U.K. residents may encounter waiting lists for elective surgery of up to 18 months as well as delays in obtaining
cancer biopsies and other diagnostic procedures. The World Health Organization reports that 25,000 people die unnecessarily of cancer in Britain each year due to underfinanced and poorly managed
cancer programs. In response to these shortfalls, private healthcare networks and private insurance companies have developed in the United Kingdom. Approximately 11% of the U.K. population has private
insurance to cover elective surgical procedures, and another rapidly growing segment of the population pays for elective procedures from personal funds. For the year ended December 31, 2002, in
the United Kingdom, we derived approximately 60% of our revenues from private insurance, approximately 33% from private pay patients and approximately 7% from government payors.

Our Business Strategy

Our goal is to steadily increase our revenues and cash flows by becoming a leading operator of surgery centers and private surgical hospitals in the United States
and selected nations in Western Europe. The key elements of our business strategy are to:





Since physicians provide and influence the direction of healthcare worldwide, we have developed our operating model to encourage physicians to affiliate with us
and to use our facilities as an extension of their practices. We believe we attract physicians because we design our facilities, structure our strategic relationships and adopt staffing, scheduling
and clinical systems and protocols to increase physician productivity and promote their professional and financial success. We believe this focus on physicians, combined with providing high quality
healthcare in a friendly and convenient environment for patients, will continue to increase case volumes at our facilities. In addition, in the United States, we generally offer physicians the
opportunity to purchase equity interests in the facilities they use as an extension of the physicians' practices. We believe this opportunity attracts quality physicians to our facilities and
ownership increases the physicians' involvement in facility operations, enhancing quality of patient care, increasing productivity and reducing costs.



Through strategic relationships with us, healthcare systems can benefit from our operating expertise and create a new cash flow opportunity with limited capital
expenditures. We believe that these relationships also allow not-for-profit healthcare systems in particular to attract and retain physicians and improve their hospital
operations by focusing on their core business. We also believe that strategic relationships with these healthcare systems help us to develop more quickly, relationships with physicians, communities,
suppliers and payors. Generally, the healthcare systems with which we develop relationships have strong local market positions and excellent reputations that we use in branding our facilities. In
addition, our relationships with healthcare systems enhance our acquisition and development efforts by (1) providing opportunities to acquire facilities the systems may own,
(2) providing access to physicians already affiliated with the systems, (3) attracting additional physicians

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to affiliate with newly developed facilities, and (4) encouraging physicians who own facilities to consider a strategic relationship with us.



Our primary strategy is to grow selectively in markets in which we already operate facilities. We believe that selective acquisitions and development of new
facilities in existing markets allow us to leverage our existing knowledge of these markets and to improve operating efficiencies. In particular, our experience has been that newly developed
facilities in markets where we already have a presence and a not-for-profit hospital partner are the best use of the company's invested capital.



We may continue to enter targeted markets by acquiring and developing surgical facilities. In the United States, we expect to do this primarily in conjunction
with a local healthcare system or hospital. We typically target the acquisition or development of multi-specialty centers that perform high volume, non-emergency, lower risk procedures
requiring lower capital and operating costs than hospitals. In addition, we will also consider the acquisition of multi-facility companies.

In
determining whether to enter a new market, we examine numerous criteria, including:



Upon
identifying a target facility, we conduct financial, legal, engineering, operational, technology and systems audits of the facility and conduct interviews with the facility's
management, affiliated physicians
and staff. Once we acquire or develop a facility, we focus on upgrading systems and protocols, including implementing our proprietary methodology of defined processes and information systems, to
increase case volume and improve operating efficiencies.



Once we acquire a new facility, we integrate it into our existing network by implementing a specific action plan to support the local management team and
incorporate the new facility into our group purchasing contracts. We also implement our systems and protocols to improve operating efficiencies and contain costs. Our most important operational tool
is our management system "Every Day Giving Excellence," which we refer to as USPI's EDGE. This proprietary measurement system allows us to track our clinical, service and financial performance, best
practices and key indicators in each of our facilities. Our goal is to use USPI's EDGE to ensure that we provide each of the patients using our facilities with high quality healthcare, offer
physicians a superior work environment and eliminate inefficiencies. Using USPI's EDGE, we track and monitor our performance in clinical care areas such as (1) providing surgeons the equipment,
supplies and surgical support they need, (2) starting cases on

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time, (3) minimizing turnover time between cases, and (4) providing efficient schedules. USPI's EDGE compiles and organizes the specified information on a daily basis and is easily
accessed over the Internet by our facilities on a secure basis. The information provided by USPI's EDGE enables our employees, facility administrators and management to analyze trends over time and
share processes and best practices among our facilities. In addition, the information is used as an evaluative tool by our administrators and as a budgeting and planning tool by our management. USPI's
EDGE is now deployed in over 94% of our U.S. facilities.

Operations



Our operations in the United States consist primarily of our ownership and management of surgery centers. We have ownership interests in 48 surgery centers and
three private surgical hospitals and manage or operate, through consulting agreements, three additional surgery centers. Additionally, we own interests in and will operate one surgery center and one
private surgical hospital that are currently under construction. We also intend to develop two additional surgery centers which we anticipate will open in the second half of 2003, and we have various
other potential projects in the early stages of development, some of which may begin construction during 2003. Over 2,000 physicians have access privileges to use our facilities. Our surgery centers
are licensed outpatient surgery centers and are
generally equipped and staffed for multiple surgical specialties and located in freestanding buildings or medical office buildings. Our average surgery center has approximately 13,000 square feet of
space with four or five operating rooms, as well as ancillary areas for preparation, recovery, reception and administration. Our surgery center facilities range from a 4,000 square foot, two operating
room facility to a 20,000 square foot, six operating room facility. Our surgery centers are normally open weekdays from 7:00 a.m. to approximately 5:00 p.m. or until the last patient is
discharged. We estimate that a surgery center with four operating rooms can accommodate up to 6,000 procedures per year.

Our
surgery center support staff typically consists of registered nurses, operating room technicians, an administrator who supervises the day-to-day activities of
the surgery center, a receptionist and a small number of office staff. Each center also has a medical director, who is typically an anesthesiologist and responsible for and supervises the quality of
medical care provided at the center. Use of our surgery centers is limited to licensed physicians, podiatrists and oral surgeons who are also on the medical staff of a local accredited hospital. Each
center maintains a peer review committee consisting of physicians who use our facilities and who review the professional credentials of physicians applying for surgical privileges.

All
of our surgery centers eligible for accreditation are accredited by the Joint Commission on Accreditation of Healthcare Organizations or by the Accreditation Association for
Ambulatory Healthcare. We believe that accreditation is the quality benchmark for managed care organizations. Many managed care organizations will not contract with a facility until it is accredited.
We believe that our historical performance in the accreditation process reflects our commitment to providing high quality care in our surgery centers.

Generally,
our surgery centers are limited partnerships, limited liability partnerships or limited liability companies in which ownership interests are also held by local physicians who
are on the medical staff of the centers. Our ownership interests in the centers range from 10% to 100%. Our partnership and limited liability company agreements typically provide for the quarterly pro
rata distribution of cash equal to net revenues from operations, less amounts held in reserve for expenses and working capital. We also have a management agreement with each of the centers under which
we provide day-to-day management services for a management fee that is typically a percentage of the net revenues of the center.

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Our
partnership and limited liability company agreements typically provide that if various regulatory changes take place we will be obligated to purchase some or all of the ownership
interests of the physicians in the partnerships or limited liability companies that own and operate the applicable surgery centers. The regulatory changes that could trigger such an obligation include
changes that:



Typically,
our partnership and limited liability company agreements allow us to use shares of our common stock as consideration for the purchase of a physician's interest should we be
required to purchase these interests. In the event we are required to purchase these interests and our common stock does not maintain a sufficient valuation, we may be required to use cash for the
acquisition of a physician's interest. As a result, the triggering of these obligations and the possible termination of our affiliation with these physicians, which we do not believe is likely, could
have a material adverse effect on us.

Our
business depends upon the efforts and success of the physicians who provide medical services at our facilities and the strength of our relationships with these physicians. Our
business could be adversely affected by the loss of our relationship with, or a reduction in use of our facilities by, a key physician or group of physicians. The physicians that affiliate with us and
use our facilities are not our employees. However, we generally offer the physicians the opportunity to purchase equity interests in the facilities they use.



A key element of our business strategy is to pursue strategic relationships with not-for-profit healthcare systems in selected markets.
Twenty-six of our facilities are jointly-owned with ten not-for-profit healthcare systems. As of December 31, 2002, we had joint ventures with six
established not-for-profit healthcare systems in the United States: the Baylor Health Care System in Dallas, Texas; Meridian Health System in Northern New Jersey; Saint Thomas
Health Services in Middle Tennessee; Memorial Hermann Healthcare System in Houston, Texas; Northside Hospital in Atlanta, Georgia; and Robert Wood Johnson University Hospital in East Brunswick, New
Jersey. These joint ventures own interests in an aggregate of 22 of our facilities. In addition to the facilities owned by these joint ventures, four of our other facilities are co-owned
with four additional not-for-profit healthcare systems. Additionally, we entered into a joint venture agreement in March 2003 with St. Joseph's Hospital and Medical
Center in Phoenix, Arizona. This joint venture does not yet operate any facilities. We hope to develop these relationships into future opportunities for multi-facility strategic relationships. We
intend to structure our future joint ventures with service providers in a manner similar to our joint venture with Baylor.

Our
largest strategic relationship is with Baylor. The Baylor joint ventures own interests in limited liability companies, limited liability partnerships and limited partnerships which
own and operate surgery centers. Our alliance agreements with Baylor do not have expiration dates but may be
terminated with the mutual consent of both parties, if the joint ventures are determined to be illegal due to a change in laws or regulations or upon stated changes in control of our company. In
addition, agreements governing the joint ventures have provisions governing management power, dissolution events and veto power. These joint ventures own an outpatient surgery network that serves the
approximately four million persons located in the Dallas/Fort Worth area. The Baylor joint ventures

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currently have ownership interests in thirteen operational surgery centers and one surgical hospital. We also have a joint venture with the Meridian Health System in Wall, New Jersey. This joint
venture currently operates two surgery centers. In addition, in August 2001 we entered into a joint venture with Saint Thomas Health Services in Nashville, Tennessee. We operate three surgery
centers in joint ownership with Saint Thomas and expect to contribute one additional surgery center to the joint venture. In addition, we entered into a joint venture with Memorial Hermann Healthcare
System in March 2002 to develop a surgical hospital in Houston, Texas which opened in December 2002. Our joint venture with Northside Hospital currently operates one surgery center in
Atlanta, Georgia. In June 2002 we entered into a joint venture with Robert Wood Johnson University Hospital. This joint venture currently operates one surgery center in East Brunswick, New
Jersey. All of our joint ventures require both parties to provide the other party the opportunity to participate in any surgery center project within specified geographic regions prior to the other
party participating in the project.



We believe our operations in Spain comprise one of the largest private hospital networks in this highly fragmented market. We own and operate eight private
surgical hospitals (including one that we acquired subsequent to December 31, 2002), one surgery center and a diagnostic facility in Spain and over 700 physicians use our facilities. These
facilities, located primarily in Barcelona, Madrid and Seville, range in size from 19 beds to 134 beds with an average of 97 beds. In this market, we focus primarily on five specialties:
obstetrics/gynecology; orthopedic surgery; general surgery; internal medicine; and plastic surgery.

In
addition, we are developing our brand name, "USPE," in all of our markets in Spain in an effort to attract top quality physicians and a greater number of patients. We are developing
this brand by leveraging the reputation of our more prominent physicians and facilities, particularly Instituto Universitario Dexeus in Barcelona. Dexeus is one of only two private teaching hospitals
in Spain. We believe Dexeus' affiliation with the University of Barcelona, which has nationally renowned physicians, makes it one of Spain's most respected private hospitals and greatly enhances the
USPE brand image. To this end, we also intend to develop our brand name through future acquisitions of private surgical hospitals.



We acquired Parkside Hospital in Wimbledon, a suburb southwest of London, and Holly House Hospital in a suburb northeast of London near Essex in
April 2000. Parkside has 69 registered acute care beds, including four high dependency beds, on three floors. The hospital has four operating theatres, including a dedicated endoscopy suite.
Parkside also has its own on site pathology laboratory, pharmacy and diagnostic suite with an MRI scanner, CT scanner, two X-ray screening rooms and a color Doppler ultrasound machine.
Approximately 270 surgeons and physicians, all of whom hold or have held consulting positions in hospitals operated by the United Kingdom's national health service, have admitting privileges to the
hospital. Parkside has established practices including orthopedics, gynecology and general surgery, as well as neurosurgery and endoscopic procedures.

We
are in the process of developing a comprehensive cancer treatment center, the Parkside Clinic, near Parkside Hospital. Our development of Parkside Clinic has the support of a number
of oncologists at Parkside Hospital and the center has already contracted with the BUPA Group, Britain's largest insurance company. We anticipate that the center will provide superior inpatient and
outpatient services. We also anticipate that Parkside Clinic will be fully operational in 2003 and will provide radiotherapy, chemotherapy and nuclear medicine facilities on an outpatient basis with
inpatient cancer services being provided at Parkside Hospital. Parkside Clinic also will provide additional space for expansion of other specialties and programs at Parkside Hospital.

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Holly
House Hospital has been an acute care hospital for 20 years and has 59 registered acute care beds on two floors, including three high dependency beds. The hospital has three
operating theatres and its own on site pathology laboratory and pharmacy with cytotoxic reconstitution facilities to serve its expanding oncology program. A diagnostic suite houses MRI and CT scanners
and two X-ray screening rooms together with a color Doppler ultrasound machine. Over 100 surgeons and physicians have admitting privileges at the hospital. The hospital has established
orthopedic and general surgery practices and is developing oncology and plastic surgery programs.



The following table sets forth the percentage of our revenues determined based on internally reported case volume from our U.S. facilities and internally reported
revenue from our Spain and U.K. facilities for the year ended December 31, 2002 from each of the following specialties:

Specialty

Total

U.S.

Spain

U.K.Orthopedic

26
%
26
%
20
%
37
%Pain management

14

24



1Obstetrics/gynecology

10

4
(1)
19
(2)
15
(3)General surgery

8

5

12

18Ear, nose and throat

4

5

3

4Gastrointestinal

10

12

8

2Plastic surgery

5

5

4

7Ophthalmology

7

9

3

5Other

16

10

31

11Total

100
%
100
%
100
%
100
%


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The following table sets forth the percentage of our revenues determined based on internally reported case volume from our U.S. surgical facilities and internally
reported revenue from our Spain and U.K. facilities for the year ended December 31, 2002 from each of the following payors:

Payor

Total

U.S.

Spain

U.K.Private insurance

68
%
69
%
71
%
60
%Self-pay

11

3

18

33Government

18

23
(1)
11

7Other

3

5



Total

100
%
100
%
100
%
100
%


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The
following table sets forth information relating to the not-for-profit healthcare systems with which we are affiliated as of December 31, 2002:

|Healthcare System                       |  | Geographical Focus         |  | Number of
Facilities
Operated
|--------------------------------------- |  | -------------------------- |  | -----------------------------
|Baylor Healthcare System                |  | Dallas/Ft. Worth, Texas    |  | 14                           
|Saint Thomas Health Services            |  | Middle Tennessee           |  | 3                            
|Meridian Health System                  |  | Northern New Jersey        |  | 2                            
|Decatur General Hospital                |  | Decatur, Alabama           |  | 1                            
|Northside Hospital                      |  | Atlanta, Georgia           |  | 1                            
|St. Rose Dominican Hospital             |  | Las Vegas, Nevada          |  | 1                            
|Robert Wood Johnson University Hospital |  | East Brunswick, New Jersey |  | 1                            
|Johnson City Medical Center             |  | Johnson City, Tennessee    |  | 1                            
|Covenant Healthcare                     |  | Knoxville, Tennessee       |  | 1                            
|Memorial Hermann Healthcare System      |  | Houston, Texas             |  | 1                            

Additionally,
we entered into a joint venture agreement in March 2003 with St. Joseph's Hospital and Medical Center in Phoenix, Arizona. This joint venture does not yet operate
any facilities.

Facilities



The following table sets forth information relating to the surgery centers that we operate as of December 31, 2002:

|Facility                                                                  |  | Date of
Acquisition
or
Affiliation |     | Number
of
Operating
Rooms |  | Percentage
Owned by
USPI |  
|------------------------------------------------------------------------- |  | ---------------------------------- | --- | ------------------------- |  | ------------------------ | -
|United States                                                             |  |                                    |     |                           |  |                          |  
|*Decatur Surgery Center, Decatur, Alabama(1)                              |  | 7/29/98                            |     | 3                         |  | 61                       | %
|Warner Park Surgery Center, Chandler, Arizona(1)                          |  | 7/1/99                             |     | 4                         |  | 80                       |  
|Coast Surgery Center of South Bay, Inc., Torrance, California             |  | 12/18/01                           |     | 3                         |  | 63                       |  
|San Gabriel Valley Surgical Center, West Covina, California               |  | 11/16/01                           |     | 4                         |  | 80                       |  
|Destin Surgery Center, Destin, Florida                                    |  | 9/25/02                            |     | 3                         |  | 30                       |  
|University Surgical Center, Winter Park, Florida                          |  | 10/15/98                           |     | 3                         |  | 70                       |  
|Surgery Center of Sarasota, Sarasota, Florida                             |  | 10/12/01                           |     | 4                         |  | 66                       |  
|East West Surgery Center, Austell, Georgia                                |  | 9/1/00                             | (4) | 3                         |  | 82                       |  
|*Advanced Surgery Center, Canton, Georgia(1)                              |  | 3/27/02                            |     | 3                         |  | 50                       |  
|Northwest Georgia Orthopaedic Surgery Center, Marietta, Georgia           |  | 11/1/00                            | (4) | 2                         |  | 15                       |  
|Lawrenceville Surgical Center, Lawrenceville, Georgia                     |  | 8/1/01                             |     | 2                         |  | 15                       |  
|Resurgens Surgery Center, Atlanta, Georgia                                |  | 10/1/98                            | (4) | 4                         |  | 40                       |  
|Roswell Surgery Center, Roswell, Georgia                                  |  | 10/1/00                            | (4) | 2                         |  | 15                       |  
|Creekwood Surgery Center, Kansas City, Missouri(1)                        |  | 7/29/98                            |     | 3                         |  | 66                       |  
|*Parkway Surgery Center, Henderson, Nevada                                |  | 8/3/98                             |     | 5                         |  | 47                       |  
|*Robert Wood Johnson Surgery Center, East Brunswick, New Jersey           |  | 6/26/02                            |     | 5                         |  | 50                       |  
|*Shrewsbury Ambulatory Surgery Center, Shrewsbury, New Jersey             |  | 4/1/99                             |     | 4                         |  | 25                       |  
|*Toms River Surgery Center, Toms River, New Jersey                        |  | 3/15/02                            |     | 4                         |  | 40                       |  
|New Mexico Orthopaedic Surgery Center, Albuquerque, New Mexico            |  | 2/29/00                            | (4) | 4                         |  | 51                       |  
|Las Cruces Surgery Center, Las Cruces, New Mexico(1)                      |  | 2/1/01                             |     | 3                         |  | 50                       |  
|Day-Op Center of Long Island, Mineola, New York(2)                        |  | 12/4/98                            |     | 4                         |  | 0                        |  
|Austintown Ambulatory Surgery Center, Austintown, Ohio (1)                |  | 4/12/02                            |     | 5                         |  | 20                       |  
|Eastside Surgery Center, Columbus, Ohio (3)                               |  | 3/20/00                            | (4) | 4                         |  | 0                        |  
|Riverside Outpatient Surgery Center, Columbus, Ohio (3)                   |  | 3/20/00                            | (4) | 6                         |  | 0                        |  
|Surgery Center in Middleburg Heights, Middleburg Heights, Ohio (1)        |  | 6/19/02                            |     | 6                         |  | 62                       |  
|Zeeba Surgery Center, Lyndhurst, Ohio(1)                                  |  | 10/11/02                           |     | 5                         |  | 80                       |  
|Oklahoma City North Ambulatory Surgery Center, Oklahoma City, Oklahoma(1) |  | 3/27/02                            |     | 4                         |  | 51                       |  
|*Mountain Empire Surgery Center, Johnson City, Tennessee                  |  | 2/2/00                             | (4) | 4                         |  | 20                       |  

12

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|*Baptist Ambulatory Surgery Center, Nashville, Tennessee             |  | 3/1/98   | (4) | 6 |  | 20  | 
|-------------------------------------------------------------------- |  | -------- | --- | - |  | --- | 
|*Middle Tennessee Ambulatory Surgery Center, Murfreesboro, Tennessee |  | 7/29/98  |     | 4 |  | 42  | 
|*Parkwest Surgery Center, Knoxville, Tennessee                       |  | 7/26/01  |     | 5 |  | 22  | 
|*Saint Thomas Campus SurgiCare, Nashville, Tennessee                 |  | 7/15/02  |     | 5 |  | 25  | 
|Physicians Pavilion Surgery Center, Nashville, Tennessee (1)         |  | 7/29/98  |     | 4 |  | 75  | 
|*Arlington Surgery Center, Arlington, Texas (1)                      |  | 2/1/99   |     | 3 |  | 44  | 
|*Baylor Surgicare, Dallas, Texas (1)                                 |  | 6/1/99   |     | 6 |  | 25  | 
|*Bellaire Surgery Center, Fort Worth, Texas                          |  | 10/15/02 |     | 4 |  | 22  | 
|*Denton Surgicare, Denton, Texas (1)                                 |  | 2/1/99   |     | 4 |  | 21  | 
|Doctors Surgery Center (Houston), Pasadena, Texas (1)                |  | 9/1/99   |     | 4 |  | 78  | 
|*Lewisville SurgiCare Partners, Lewisville, Texas (1)(3)             |  | 9/16/02  |     | 3 |  | 0   | 
|*Medical Centre Surgicare, Fort Worth, Texas (1)                     |  | 12/18/98 |     | 6 |  | 46  | 
|*Metroplex Surgery Center, Bedford, Texas (1)                        |  | 12/18/98 |     | 5 |  | 45  | 
|Corpus Christi Outpatient Surgery, Corpus Christi, Texas (1)         |  | 5/1/02   |     | 5 |  | 69  | 
|*North Texas Surgery Center, Dallas, Texas (1)                       |  | 12/18/98 |     | 4 |  | 44  | 
|*Physicians Day Surgery Center, Dallas, Texas                        |  | 10/12/00 |     | 4 |  | 25  | 
|*Premier Ambulatory Surgery Center of Garland, Garland, Texas        |  | 2/1/99   |     | 3 |  | 46  | 
|*Grapevine Surgery Center, Grapevine, Texas                          |  | 2/6/02   |     | 3 |  | 11  | 
|*Texas Surgery Center, Dallas, Texas(1)                              |  | 6/1/99   |     | 4 |  | 25  | 
|United Surgery CenterSoutheast, Houston, Texas(1)                   |  | 9/1/99   |     | 3 |  | 94  | 
|*Valley View Surgery Center, Dallas, Texas(1)                        |  | 12/18/98 |     | 4 |  | 56  | 
|Surgi-Center of Central Virginia, Fredericksburg, Virginia           |  | 11/29/01 |     | 4 |  | 83  | 
|Teton Outpatient Services, Jackson Hole, Wyoming                     |  | 8/1/98   | (4) | 2 |  | 56  | 
|Spain                                                                |  |          |     |   |  |     | 
|Centro de Cirugia Ambulatario, Barcelona                             |  | 3/1/99   |     | 3 |  | 100 | 
|USP Dermoéstetica, S.L. Madrid                                       |  | 5/1/99   |     | 2 |  | 70  | 

---



The following table sets forth information relating to the private surgical hospitals that we operate as of December 31, 2002:

|Facility                                         |  | Date of
Acquisition
or
Affiliation |  | Number of
Operating
Rooms |  | Number of
Beds |  | Percentage
Owned by
USPI |  
|------------------------------------------------ |  | ---------------------------------- |  | ------------------------- |  | -------------- |  | ------------------------ | -
|United States                                    |  |                                    |  |                           |  |                |  |                          |  
|*Frisco Surgical Hospital, Frisco, Texas         |  | 9/30/02                            |  | 6                         |  | 13             |  | 20                       | %
|*Sugar Land Surgical Hospital, Sugar Land, Texas |  | 12/28/02                           |  | 4                         |  | 6              |  | 32                       |  
|TOPS Specialty Hospital, Houston, Texas          |  | 7/1/99                             |  | 7                         |  | 12             |  | 53                       |  
|Spain                                            |  |                                    |  |                           |  |                |  |                          |  
|Instituto Universitario Dexeus, Barcelona        |  | 4/30/98                            |  | 12                        |  | 106            |  | 79                       |  
|Hospital Santa Teresa, La Coruña                 |  | 11/5/98                            |  | 5                         |  | 133            |  | 96                       |  
|Hospital Sagrado Corazón, Seville                |  | 10/16/98                           |  | 9                         |  | 95             |  | 100                      |  
|Clinica Nuestra Señora de la Esperanza, Vitoria  |  | 10/5/98                            |  | 3                         |  | 19             |  | 100                      |  
|Clinica San Camilo, Madrid                       |  | 3/15/00                            |  | 8                         |  | 130            |  | 93                       |  
|Clinica San Jose, Madrid                         |  | 11/1/00                            |  | 7                         |  | 72             |  | 100                      |  
|Juan XXIII, Madrid (1)                           |  | 2/1/00                             |  |                          |  |               |  | 100                      |  
|Hospital San Carlos, Murcia                      |  | 2/1/02                             |  | 6                         |  | 134            |  | 100                      |  
|United Kingdom                                   |  |                                    |  |                           |  |                |  |                          |  
|Parkside Hospital, Wimbledon                     |  | 4/6/00                             |  | 4                         |  | 69             |  | 100                      |  
|Holly House Hospital, Essex                      |  | 4/6/00                             |  | 3                         |  | 59             |  | 100                      |  

---

13

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In addition, the Company operates the following facilities under short-term management contracts which expire at various dates through 2006:
Southwest Ambulatory Surgery Center, L.L.C., which is a surgery center located in Oklahoma City, Oklahoma; The Ambulatory Surgery Center of Tyler, Ltd., which is a surgery center located
in Tyler, Texas; and Oklahoma Center for Orthopedic and Multi-Specialty Surgery, which is a surgical hospital located in Oklahoma City, Oklahoma. The Company holds no ownership in these facilities.

We
lease the majority of the facilities where our various surgery centers and private surgical hospitals conduct their operations. Our leases have initial terms ranging from one to
twenty years and most of the leases contain options to extend the lease period for up to ten additional years.

Our
corporate headquarters is located in Dallas, Texas. We currently lease approximately 40,000 square feet of space at 15305 Dallas Parkway, Addison, Texas. This lease will expire in
April 2011.

Our
office in the United Kingdom is located in London. We currently lease 1,900 square feet. The lease expires in February 2004.

Our
Spanish offices are located in Madrid and Barcelona. We currently lease 2,800 square feet of space in Madrid. The lease expires in December 2003. Additionally, we lease 3,100
square feet of space in Barcelona. The lease expires in December 2007.

We
also lease 10,400 square feet of space in Brentwood, Tennessee, which was the former OrthoLink headquarters and currently serves as a regional office. The lease expires in
November 2008.

Development

The following table sets forth information relating to facilities that are currently under construction:

|Facility Location   |  | Type              |  | Expected
Opening
Date |  | Number of Operating
Rooms/Beds
|------------------- |  | ----------------- |  | --------------------- |  | ------------------------------
|Cottonwood, Arizona |  | Surgery Center    |  | 4Q 2003               |  | 2 ORs                         
|Chandler, Arizona   |  | Surgical Hospital |  | 3Q 2003               |  | 4 ORs/16 beds                 

We
also intend to develop surgery centers in Atlanta, Georgia and Nashville, Tennessee which we anticipate will open in the second half of 2003. We are in various stages of negotiation
with various entities regarding possible joint venture, development or acquisition projects. In the United Kingdom, our Parkside Hospital is in the process of developing a cancer treatment center. Any
acquisition or development in these or other markets must meet our acquisition and development criteria. We cannot assure you that we will be successful in developing or acquiring facilities in any of
these markets.

Marketing

Our sales and marketing efforts are directed primarily at physicians, which are principally responsible for referring patients to our facilities. We market our
facilities to physicians by emphasizing (1) the high level of patient satisfaction with our surgery centers, which is based on patient surveys we take concerning our facilities, (2) the
quality and responsiveness of our services, and (3) the practice efficiencies provided by our facilities. In those U.S. markets in which we have established a strategic alliance with a
not-for-profit healthcare system, we coordinate the marketing effort with the healthcare system and generally benefit from this managed care strategy. We also directly
negotiate agreements with third-party payors, which generally focus on the pricing, number of facilities in the market and affiliation with physician groups in a particular market. Maintaining access
to physicians and patients through third-party payor contracting is essential for the economic viability of most of our facilities.

14

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Competition

In all of our markets, we compete with other providers, including major acute care hospitals. Hospitals have various competitive advantages over us, including
their established managed care contracts, community position, physician loyalty and geographical convenience for physicians' in-patient and out-patient practices. However, we
believe that, in comparison to hospitals with which we compete for managed care contracts, our surgery centers and private surgical hospitals compete favorably on the basis of cost, quality,
efficiency and responsiveness to physician needs in a more comfortable environment for the patient.

We
compete with other providers in each of our markets for patients and for contracts with insurers or managed care payors. Competition for managed care contracts with other providers is
focused on the pricing, number of facilities in the market and affiliation with key physician groups in a particular market. We also encounter competition with other companies for acquisition and
development of facilities and in the United States for strategic relationships with not-for-profit healthcare systems and physicians.

There
are several large, publicly-held companies, or divisions or subsidiaries of large publicly-held companies, that acquire and develop freestanding
multi-specialty surgery centers and private surgical hospitals. Some of these competitors have greater resources than we do. The principal competitive factors that affect our ability and the ability
of our competitors to acquire surgery centers and private surgical hospitals are price, experience and reputation and access to capital. Further, in the United States some physician groups develop
surgery centers without a corporate partner. It is generally difficult, however, for a single practice to create effectively the efficient operations and marketing programs necessary to compete with
other provider networks and companies. As a result, and also due to the financial investment necessary to develop surgery centers and private surgical hospitals, many healthcare systems and physician
groups are attracted to corporate partners such as us.

In
the United Kingdom, we face competition from both the national health service and other privately operated hospitals, including hospitals owned by the BUPA Group, our primary
competitor in the United Kingdom. Across the United Kingdom, a large number of private hospitals are owned by the four largest hospital operators. In addition, the two largest payors account for over
half of the privately insured market. We believe our hospitals can effectively compete in this market due to location and specialty mix of our facilities. Our hospitals also have a higher portion of
self pay business than the overall market. Self pay business is not influenced by the private insurers.

In
Spain, we face competition from several privately held independent hospitals and a few networks of hospitals that are owned by insurance companies. Insurance companies that own
hospitals have the benefit of a captured market of their insured, including hospitals owned by Adesla, our primary competitor in Spain. These insurance companies compete with us in acquisitions of
strategically placed hospitals in major cities. Other hospital networks are attempting to replicate our model and have begun to compete with us in the acquisition of hospitals. In our experience,
sellers are typically the physicians that have built the hospitals, and most physicians prefer an independent position in a market rather
than becoming a provider for an insurance company. We focus our efforts on partnering with physicians and assisting them in growing their business and medical practices by encouraging group rather
than individual practices.

Our
hospitals compete with other providers in the Spanish market, including other private hospitals and hospitals operated by Spain's national health service. The national health
coverage makes the hospitals operated by Spain's national health service accessible to the entire Spanish population. In contrast, private hospitals such as ours must negotiate agreements with
third-party payors, which focus on services available to their members as well as pricing. We believe that the size of our operations in Spain has given us the ability to negotiate effectively with
insurance companies.

15

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Employees

We employ approximately 3,300 persons, 2,700 of whom are full-time employees and 600 of whom are part-time employees. Of these employees,
we employ approximately 1,400 in the United States, 600 in the United Kingdom and 1,300 in Spain. The physicians that affiliate with us and use our facilities are not our employees. However, we
generally offer the physicians the opportunity to purchase equity interests in the facilities they use.

Professional and General Liability Insurance

In the United States, we maintain professional liability insurance that provides coverage on a claims made basis of $1.0 million per incident (after a
$50,000 deductible) and $3.0 million in annual aggregate amount per location with retroactive provisions upon policy renewal. We also maintain general liability insurance coverage of
$1.0 million per occurrence and $2.0 million in annual aggregate amount per location, as well as business interruption insurance and property damage insurance. In addition, we maintain
umbrella liability insurance in the aggregate amount of $20.0 million. In the United Kingdom, we maintain general public insurance in the amount of $5.0 million, malpractice insurance in
the amount of $3.0 million and property and business interruption insurance. In Spain, we maintain general liability insurance coverage of $600,000 per accident and victim per year, per
facility and $3.0 million at the group level and property and business interruption insurance. Our insurance policies are generally subject to annual renewals. Recent pressures within the
insurance markets and industry have resulted in significant increases in costs for certain types of insurance and certain policyholders. We believe that we will be able to renew current policies or
otherwise obtain comparable insurance coverage at reasonable rates. However, we have no control over the insurance markets and can provide no assurance that we will economically be able to maintain
insurance similar to our current policies. The governing documents of each of our surgery centers require physicians who conduct surgical procedures at our surgery centers to maintain stated amounts
of insurance.

Government Regulation



The healthcare industry is subject to extensive regulation by federal, state and local governments. Government regulation affects our business by controlling
growth, requiring licensing or certification of facilities, regulating how facilities are used, and controlling payment for services provided. Further, the regulatory environment in which we operate
may change significantly in the future. While we believe we have structured our agreements and operations in material compliance with applicable law, there can be no assurance that we will be able to
successfully address changes in the regulatory environment.

Every
state imposes licensing and other requirements on healthcare facilities. In addition, many states require regulatory approval, including certificates of need, before establishing
or expanding various types of healthcare facilities, including surgery centers and private surgical hospitals, offering services or making capital expenditures in excess of statutory thresholds for
healthcare equipment, facilities or programs. We may become subject to additional burdensome regulations as we expand our existing operations and enter new markets.

In
addition to extensive existing government healthcare regulation, there have been numerous initiatives on the federal and state levels for comprehensive reforms affecting the payment
for and availability of healthcare services. We believe that these healthcare reform initiatives will continue during the foreseeable future. If adopted, some aspects of previously proposed reforms,
such as further reductions in Medicare or Medicaid payments, or additional prohibitions on physicians' financial relationships with facilities to which they refer patients, could adversely affect us.

16

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We
believe that our business operations materially comply with applicable law. However, we have not received a legal opinion from counsel or from any federal or state judicial or
regulatory authority to this effect, and many aspects of our business operations have not been the subject of state or federal regulatory scrutiny or interpretation. Some of the laws applicable to us
are subject to limited or evolving interpretations; therefore, a review of our operations by a court or law enforcement or regulatory authority might result in a determination that could have a
material adverse effect on us. Furthermore, the laws applicable to us may be amended or interpreted in a manner that could have a material adverse effect on us. Our ability to conduct our business and
to operate profitably will depend in part upon obtaining and maintaining all necessary licenses, certificates of need and other approvals, and complying with applicable healthcare laws and
regulations.



Capital expenditures for the construction of new facilities, the addition of beds or the acquisition of existing facilities may be reviewable by state regulators
under statutory schemes that are sometimes referred to as certificate of need laws. States with certificate of need laws place limits on the construction and acquisition of healthcare facilities and
the expansion of existing facilities and services. In these states, approvals are required for capital expenditures exceeding certain specified amounts and that involve certain facilities or services,
including surgery centers and private surgical hospitals.

State
certificate of need laws generally provide that, prior to the addition of new beds, the construction of new facilities or the introduction of new services, a designated state
health planning agency must determine that a need exists for those beds, facilities or services. The certificate of need process is intended to promote comprehensive healthcare planning, assist in
providing high quality healthcare at the lowest possible cost and avoid unnecessary duplication by ensuring that only those healthcare facilities that are needed will be built.

Typically,
the provider of services submits an application to the appropriate agency with information concerning the area and population to be served, the anticipated demand for the
facility or service to be provided, the amount of capital expenditure, the estimated annual operating costs, the relationship of the proposed facility or service to the overall state health plan and
the cost per patient day for the type of care contemplated. The issuance of a certificate of need is based upon a finding of need by the agency in accordance with criteria set forth in certificate of
need laws and state and regional health facilities plans. If the proposed facility or service is found to be necessary and the applicant to be the appropriate provider, the agency will issue a
certificate of need containing a maximum amount of expenditure and a specific time period for the holder of the certificate of need to implement the approved project.

Our
healthcare facilities are also subject to state and local licensing regulations ranging from the adequacy of medical care to compliance with building codes and environmental
protection laws. To assure continued compliance with these regulations, governmental and other authorities periodically inspect our facilities. The failure to comply with these regulations could
result in the suspension or revocation of a healthcare facility's license.

Our
healthcare facilities receive accreditation from the Joint Commission on Accreditation of Healthcare Organizations or the Accreditation Association for Ambulatory Health
Care, Inc., nationwide commissions which establish standards relating to the physical plant, administration, quality of patient care and operation of medical staffs of various types of
healthcare facilities. Generally, our healthcare facilities must be in operation for at least six months before they are eligible for accreditation. As of December 31, 2002, all but our most
recently opened or acquired healthcare facilities had been accredited by either the Joint Commission on Accreditation of Healthcare Organizations or the Accreditation Association for Ambulatory Health
Care, Inc. Many managed care

17

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companies and third-party payors require our facilities to be accredited in order to be considered a participating provider under their health plans.



Medicare is a federally funded and administered health insurance program, primarily for individuals entitled to social security benefits who are 65 or older or
who are disabled. Medicaid is a health insurance program jointly funded by state and federal governments that provides medical assistance to qualifying low income persons. Each state Medicaid program
has the option to provide payment for surgery center services. All of the states in which we currently operate cover Medicaid surgery center services; however, these states may not continue to cover
surgery center services and states into which we expand our operations may not cover or continue to cover surgery center services.

Medicare
payments for procedures performed at surgery centers are not based on costs or reasonable charges. Instead, Medicare prospectively determines fixed payment amounts for
procedures performed at surgery centers. These amounts are adjusted for regional wage variations. The various state Medicaid programs also pay us a fixed payment for our services, which amount varies
from state to state. A portion of our revenues are attributable to payments received from the Medicare and Medicaid programs. For the years ended December 31, 2000, 2001, and 2002 18%, 21% and
23%, respectively, of our domestic case volumes were attributable to Medicare and Medicaid payments.

To
participate in the Medicare program and receive Medicare payment, our facilities must comply with regulations promulgated by the Department of Health and Human Services. Among other
things, these regulations, known as "conditions of participation," relate to the type of facility, its equipment, its personnel and its standards of medical care, as well as compliance with state and
local laws and regulations. Our surgery centers must also satisfy the conditions of participation in order to be eligible to participate in the Medicaid program. All of our surgery centers and private
surgical hospitals in the United States are certified or awaiting certification to participate in the Medicare program. These facilities are subject to annual on-site surveys to maintain
their certification. Failure to comply with Medicare's conditions of participation may result in loss of program payment or other governmental sanctions. We have established ongoing quality assurance
activities to monitor and ensure our facilities' compliance with these conditions of participation.

The
Department of Health and Human Services and the states in which we perform surgical procedures for Medicaid patients may revise the Medicare and Medicaid payments methods or rates in
the future. Any such changes could have a negative impact on the reimbursements we receive for our surgical services from the Medicare program and the state Medicaid programs. We do not know at this
time when or to what extent revisions to such payment methodologies will be implemented.

As
with most government programs, the Medicare and Medicaid programs are subject to statutory and regulatory changes, possible retroactive and prospective rate adjustments,
administrative rulings, freezes and funding reductions, all of which may adversely affect the level of payments to our surgery centers. Reductions or changes in Medicare or Medicaid funding could
significantly affect our results of operations. We cannot predict at this time whether additional healthcare reform initiatives will be implemented or whether there will be other changes in the
administration of government healthcare programs or the interpretation of government policies that would adversely affect our business.



State and federal laws regulate relationships among providers of healthcare services, including employment or service contracts and investment relationships.
These restrictions include a federal

18

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criminal law, referred to herein as the Anti-Kickback Statute, that prohibits offering, paying, soliciting, or receiving any form of remuneration in return for:



A
violation of the Anti-Kickback Statute constitutes a felony. Potential sanctions include imprisonment of up to five years, criminal fines of up to $25,000, civil money
penalties of up to $50,000 per act plus three times the remuneration offered or three times the amount claimed and exclusion from all federally funded healthcare programs, including the Medicare and
Medicaid programs. The applicability of these provisions to many business transactions in the healthcare industry has not yet been subject to judicial or regulatory interpretation.

Pursuant
to the Anti-Kickback Statute, and in an effort to reduce potential fraud and abuse relating to federal healthcare programs, the federal government has announced a
policy of increased scrutiny of joint ventures and other transactions among healthcare providers. The Office of the Inspector General of the Department of Health and Human Services closely scrutinizes
healthcare joint ventures involving physicians and other referral sources. In 1989, the Office of the Inspector General published a fraud alert that outlined questionable features of "suspect" joint
ventures, and the Office of the Inspector General has continued to rely on fraud alerts in later pronouncements. The Office of the Inspector General has also published regulations containing numerous
"safe harbors" that exempt some practices
from enforcement under the Anti-Kickback Statute. These safe harbor regulations, if fully complied with, assure participants in particular types of arrangements that the Office of the
Inspector General will not treat their participation as a violation of the Anti-Kickback Statute. The safe harbor regulations do not expand the scope of activities that the
Anti- Kickback Statute prohibits, nor do they provide that failure to satisfy the terms of a safe harbor constitutes a violation of the Anti-Kickback Statute. The Office of the
Inspector General has, however, indicated that failure to satisfy the terms of a safe harbor may subject an arrangement to increased scrutiny.

Our
partnerships and limited liability companies that are providers of services under the Medicare and Medicaid programs, and their respective limited partners and members, are subject
to the Anti-Kickback Statute. A number of the relationships that we have established with physicians and other healthcare providers do not fit within any of the safe harbor regulations
issued by the Office of the Inspector General. Of the 51 surgical facilities in the United States in which we hold an ownership interest, 49 are owned by partnerships, limited liability partnerships
or limited liability companies, which include as partners or members physicians who perform surgical or other procedures at the facilities.

On
November 19, 1999, the Office of the Inspector General promulgated rules setting forth additional safe harbors under the Anti-Kickback Statute. The new safe harbors
include a safe harbor applicable to surgery centers, referred to as the "surgery center safe harbor." The surgery center safe harbor generally protects ownership or investment interests in a center by
physicians who are in a position to refer patients directly to the center and perform procedures at the center on referred patients, if certain conditions are met. More specifically, the surgery
center safe harbor protects any payment that is a return on an ownership or investment interest to an investor if certain standards are met in one of four categories of ambulatory surgery centers
(1) surgeon-owned surgery centers, (2) single-specialty surgery centers, (3) multi-specialty surgery centers, and (4) hospital/physician surgery centers.

19

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For
multi-specialty ambulatory surgery centers, for example, the following standards, among others, apply:



Similar
standards apply to each of the remaining three categories of surgery centers set forth in the regulations. In particular, each of the four categories includes a requirement that
no ownership interests be held by a non-physician or non-hospital investor if that investor is (a) employed by the center or another investor, (b) in a position
to provide items or services to the center or any of its other investors, or (c) in a position to make or influence referrals directly or indirectly to the center or any of its investors.

Since
one of our subsidiaries is an investor in each partnership or limited liability company that owns one of our surgery centers, and since this subsidiary provides management and
other services to the surgery center, our arrangements with physician investors do not fit within the specific terms of the surgery center safe harbor or any other safe harbor.

In
addition, because we do not control the medical practices of our physician investors or control where they perform surgical procedures, it is possible that the quantitative tests
described above will not be met, or that other conditions of the surgery center safe harbor will not be met. Accordingly, while the surgery center safe harbor is helpful in establishing that a
physician's investment in a surgery center should be considered an extension of the physician's practice and not as a prohibited financial relationship, we can give you no assurances that these
ownership interests will not be challenged under the Anti-Kickback Statute. However, we believe that our arrangements involving physician ownership interests in our surgery centers should
not fall within the activities prohibited by the Anti-Kickback Statute.

While
several federal court decisions have aggressively applied the restrictions of the Anti-Kickback Statute, they provide little guidance regarding the application of the
Anti-Kickback Statute to our partnerships and limited liability companies. We believe that our operations do not violate the Anti-Kickback Statute. However, a federal agency
charged with enforcement of the Anti-Kickback Statute might assert a contrary position. Further, new federal laws, or new interpretations of existing laws, might adversely affect
relationships we have established with physicians or other healthcare providers or result in the imposition of penalties on us or some of our facilities. Even the assertion of a violation could have a
material adverse effect upon us.

Section 1877
of the Social Security Act, commonly known as the "Stark Law," prohibits physicians, subject to the exceptions described below, from referring Medicare or Medicaid
patients to any entity providing "designated health services" in which the physician or an immediate family member has an ownership or investment interest or with which the physician or an immediate
family member has entered into a compensation arrangement. These prohibitions, contained in the Omnibus Budget

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Reconciliation Act of 1993, commonly known as "Stark II," amended prior federal physician self-referral legislation known as "Stark I" by expanding the list of designated health services
to a total of eleven categories of health services. Persons who violate the Stark Law are subject to potential civil money penalties of up to $15,000 for each bill or claim submitted in violation of
the Stark Law and $100,000 for participation in a "circumvention scheme" and exclusion from the Medicare and Medicaid programs. In addition, the Stark Law requires the refund of any Medicare and
Medicaid payments received for designated health services that resulted from a prohibited referral.

Ambulatory
surgery is not specifically enumerated as a health service subject to this prohibition; however, some of the eleven designated health services under the Stark Law are among
the specific services furnished by our surgery facilities. Final regulations interpreting Stark I, often referred to as the "Stark I regulations," were issued on August 14, 1995. On
January 4, 2001 the Department of Health and Human Services published "Phase I" of the final regulations interpreting Stark II and modifying the Stark I regulations. The Department of Health
and Human Services anticipates publishing "Phase II" of the regulations in the near future. The Phase I regulations, which in general took effect on January 4, 2002, address some of the
ownership and investment interest exceptions and compensation arrangement exceptions found in the Stark Law. Under the Stark I regulations, clinical laboratory services provided by a surgery center
are excepted from the Stark Law's self-referral prohibition, if these services are included in the surgery center's composite Medicare payment rate. The Phase I regulations take a
different approach and exclude from the definition of "designated health services" any designated health services provided by a surgery center, if the services are included in the surgery center's
composite Medicare payment rate. Therefore, under the Phase I regulations, the Stark Law's self-referral prohibition does not apply to designated health services provided by a surgery
center, unless the surgery center separately bills Medicare for the services. We believe that our operations do not violate the Stark Law, as currently interpreted. However, the Department of Health
and Human Services has indicated that it will further address the exception relating to services provided by a surgery center in Phase II of the regulations. Therefore, we cannot assure you that
future regulatory changes will not result in us becoming subject to the Stark Law's self-referral prohibition.

Three
of our U.S. facilities, and one additional facility in the development stage, are surgical hospitals rather than outpatient surgery centers. Although there is an exemption for
physician investments in surgical hospitals under the Stark Law (so long as it is an investment in the entire hospital and not just a department), the Office of Inspector General has not adopted any
safe harbor regulations under the Anti-Kickback Statute for physician investments in surgical hospitals. Each of our surgical hospitals is held in partnership with physicians who are in a
position to refer patients to the hospital. There can be no assurances that these relationships will not be found to violate the Anti-Kickback Statute or that there will not be regulatory
or legislative changes that prohibit physician ownership of surgical hospitals."



The federal government is authorized to impose criminal, civil and administrative penalties on any person or entity that files a false claim for payment from the
Medicare or Medicaid programs. Claims filed with private insurers can also lead to criminal and civil penalties, including, but not limited to, penalties relating to violations of federal mail and
wire fraud statutes. While the criminal statutes are generally reserved for instances of fraudulent intent, the government is applying its criminal, civil and administrative penalty statutes in an
ever-expanding range of circumstances. For example, the government has taken the position that a pattern of claiming reimbursement for unnecessary services violates these statutes if the
claimant merely should have known the services were unnecessary, even if the government cannot demonstrate actual knowledge. The government has also taken the position that claiming payment for
low-quality services is a violation of these statutes if the claimant should have known that the care was substandard.

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Over
the past several years, the government has accused an increasing number of healthcare providers of violating the federal False Claims Act. The False Claims Act prohibits a person
from knowingly presenting, or causing to be presented, a false or fraudulent claim to the United States government. The statute defines "knowingly" to include not only actual knowledge of a claims
falsity, but also reckless disregard for or intentional ignorance of the truth or falsity of a claim. Because our facilities perform hundreds of similar procedures a year for which they are paid by
Medicare, and there is a relatively long statute of limitations, a billing error or cost reporting error could result in significant civil or criminal penalties.

Under
the "qui tam," or whistleblower, provisions of the False Claims Act, private parties may bring actions on behalf of the federal government. Such private parties, often referred to
as relators, are entitled to share in any amounts recovered by the government through trial or settlement. Both direct enforcement activity by the government and whistleblower lawsuits have increased
significantly in recent years and have increased the risk that a healthcare company, like us, will have to defend a false claims action, pay fines or be excluded from the Medicare and Medicaid
programs as a result of an investigation resulting from a whistleblower case. Although we believe that our operations materially comply with both federal and state laws, they may nevertheless be the
subject of a whistleblower lawsuit, or may otherwise be challenged or scrutinized by governmental authorities. A determination that we have violated these laws could have a material adverse effect on
us.



Many states, including those in which we do or expect to do business, have laws that prohibit payment of kickbacks or other remuneration in return for the
referral of patients. Some of these laws apply only
to services reimbursable under state Medicaid programs. However, a number of these laws apply to all healthcare services in the state, regardless of the source of payment for the service. Based on
court and administrative interpretations of the federal Anti-Kickback Statute, we believe that the Anti-Kickback Statute prohibits payments only if they are intended to induce
referrals. However, the laws in most states regarding kickbacks have been subjected to more limited judicial and regulatory interpretation than federal law. Therefore, we can give you no assurances
that our activities will be found to be in compliance with these laws. Noncompliance with these laws could subject us to penalties and sanctions and have a material adverse effect on us.

A
number of states, including those in which we do or expect to do business, have enacted physician self-referral laws that are similar in purpose to the Stark Law but which
impose different restrictions. Some states, for example, only prohibit referrals when the physician's financial relationship with a healthcare provider is based upon an investment interest. Other
state laws apply only to a limited number of designated health services. Some states do not prohibit referrals, but require that a patient be informed of the financial relationship before the referral
is made. We believe that our operations are in material compliance with the physician self-referral laws of the states in which our facilities are located.



The Health Insurance Portability and Accountability Act of 1996 contains, among other measures, provisions that may require many organizations, including us, to
implement very significant and potentially expensive new computer systems and business procedures designed to protect each patient's individual healthcare information. The Health Insurance Portability
and Accountability Act of 1996 requires the Department of Health and Human Services to issue rules to define and implement patient privacy and security standards. Among the standards that the
Department of Health and Human

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Services will adopt pursuant to the Health Insurance Portability and Accountability Act of 1996 are standards for the following:



On
August 17, 2000, the Department of Health and Human Services finalized the transaction standards. The Administrative Simplification and Compliance Act extended the date by
which we must comply with the transaction standards to October 16, 2003, provided we submit a compliance plan to the Secretary of Health and Human Services by October 16, 2002. We
submitted a compliance plan by October 16, 2002. The transaction standards will require us to use standard code sets established by the rule when transmitting health information in connection
with some transactions, including health claims and health payment and remittance advices.

On
February 20, 2003, the Department of Health and Human Services issued a final rule that establishes, in part, standards for the security of health information by health plans,
healthcare clearinghouses and healthcare providers that maintain or transmit any health information in electronic form, regardless of format. We are an affected entity under the rule. These security
standards require affected entities to establish and maintain reasonable and appropriate administrative, technical and physical safeguards to ensure integrity, confidentiality and the availability of
the information. The security standards were designed to protect the health information against reasonably anticipated threats or hazards to the security or integrity of the information and to protect
the information against unauthorized use or disclosure. Although the security standards do not reference or advocate a specific technology, and affected entities have the flexibility to choose their
own technical solutions, we expect that the security standards will require us to implement significant systems and protocols. The compliance date for the initial implementation of the standards set
forth in the security rule is April 20, 2005.

Compliance
with these standards will require significant commitment and action by us. We have appointed members of our management team to direct our compliance with these standards.
Although we and other covered entities generally are not required to be in compliance with these standards until April 20, 2005, implementation will require us to conduct extensive preparation
and make significant expenditures. Although we estimate the total costs of implementing these regulations to be $200,000, because the security rule is quite new, we cannot yet predict the total
financial impact of the regulations on our operations.

On
December 28, 2000, the Department of Health and Human Services published a final rule establishing standards for the privacy of individually identifiable health information.
This rule was amended May 31, 2002 and August 14, 2002. These privacy standards apply to all health plans, all healthcare clearinghouses and many healthcare providers, including
healthcare providers that transmit health information in an electronic form in connection with certain standard transactions. We are a covered entity under the final rule. The privacy standards
protect individually identifiable health information held or disclosed by a covered entity in any form, whether communicated electronically, on paper or orally. These standards not only require our
compliance with rules governing the use and disclosure of protected health information, but they also require us to impose those rules, by contract, on any business associate to whom such information
is disclosed. A violation of the privacy standards could result in civil money penalties of $100 per incident, up to a maximum of $25,000 per person per year per standard. The final rule also provides
for criminal penalties of up to $50,000 and one year in

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prison for knowingly and improperly obtaining or disclosing protected health information, up to $100,000 and five years in prison for obtaining protected health information under false pretenses, and
up to $250,000 and ten years in prison for obtaining or disclosing protected health information with the intent to sell, transfer or use such information for commercial advantage, personal gain or
malicious harm. The compliance date for the privacy rule is April 14, 2003.

European Union

The European Commission's Directive on Data Privacy went into effect in October 1998 and prohibits the transfer of personal data to
non-European Union countries that do not meet the European "adequacy" standard for privacy protection. The European Union privacy legislation requires, among other things, the creation of
government data protection agencies, registration of databases with those agencies, and in some instances prior approval before personal data processing may begin.

The
U.S. Department of Commerce, in consultation with the European Commission, recently developed a "safe harbor" framework to protect data transferred in trans Atlantic businesses like
ours. The safe harbor provides a way for us to avoid experiencing interruptions in our business dealings in the European Union. It also provides a way to avoid prosecution by European authorities
under European privacy laws. By certifying to the safe harbor, we will notify the European Union organizations that we provide "adequate" privacy protection, as defined by European privacy laws. To
certify to the safe harbor, we must adhere to seven principles. These principles relate to notice, choice, onward transfer or transfers to third parties, access, security, data integrity and
enforcement.

We
intend to formulate and execute programs that will satisfy the requirements of the safe harbor. Even if we are able to formulate programs that attempt to meet these objectives, we may
not be able to execute them successfully, which could have a material adverse effect on our revenues, profits or results of operations.



Under the Spanish General Health Act and related regulations, private hospitals must report periodically to the applicable health authorities. These reports,
which describe a hospital's activities, provide a method to identify and control epidemics. Private hospitals in Spain must obtain a number of licenses, permits and authorizations, including those
required to begin operating the facility and to dispense drugs. In addition, private hospitals are subject to regular inspections by the health and administrative authorities to ensure compliance with
applicable regulations. Private hospitals must register their personal databases with the Data Protection Agency. The Law of Personal Data Protection provides specific protection for the health
information portion of this personal data. Private
hospitals must adopt the necessary measures to ensure the safety of the personal data. Violations of these regulations could subject the hospital to administrative fines and civil and criminal
liability. Administrative fines range from 3,000 Euros (approximately $3,000) to 600,000 Euros (approximately $600,000), or five times the value of the products and services that are the subject of
the violation, depending on the seriousness of the violation. Health and administrative authorities may also close a private hospital for up to five years for serious violations. A violation that
endangers the public health is a criminal offense. We believe that our operations in Spain are in material compliance with the laws referred to in this paragraph.



While there is no specific anti kickback legislation in the United Kingdom that is unique to the medical profession, general criminal legislation prohibits
bribery and corruption. Our private surgical hospitals in the United Kingdom do not pay commissions to or share profits with referring physicians,

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who invoice patients or insurers directly for fees relating to the provision of their services. Private surgical hospitals in the United Kingdom are required to register with the local Social
Services Authority pursuant to the Care Standards Act of 2000, which provides for regular inspections of the facility by the registering authority. The operation of a private surgical hospital without
registration is a criminal offense. Under the Misuse of Drugs Act 1971, the supply, possession or production of controlled drugs without a license from the Secretary of State is a criminal offense.
The Data Protection Act 1998 requires private surgical hospitals to register as "data controllers." The processing of personal data, such as patient information and medical records, without prior
registration is a criminal offense. We believe that our operations in the United Kingdom are in material compliance with the laws referred to in this paragraph.

Risk Factors

An investment in United Surgical Partners International, Inc. involves certain risks. You should carefully read the risks and
uncertainties described below and the other information included in this report.

We depend on payments from third party payors, including government healthcare programs. If these payments are reduced, our revenue will decrease.

We are dependent upon private and governmental third party sources of payment for the services provided to patients in our surgery centers and private surgical
hospitals. The amount of payment a surgery center or private surgical hospital receives for its services may be adversely affected by market and cost factors as well as other factors over which we
have no control, including Medicare and Medicaid regulations and the cost containment and utilization decisions of third party payors. In the
United Kingdom and Spain, a significant portion of our revenues result from referrals of patients to our hospitals by the national health system. We have no control over the number of patients that
are referred to the private sector annually. Fixed fee schedules, capitation payment arrangements, exclusion from participation in managed care programs or other factors affecting payments for
healthcare services over which we have no control could also cause a reduction in our revenues.

If we are unable to acquire and develop additional surgery centers or private surgical hospitals on favorable terms, we may be unable to execute our acquisition and development  strategy, which could limit our future
growth.

Our strategy is to increase our revenues and earnings by continuing to acquire surgical facility companies, groups of surgical facilities and individual surgical
facilities and to develop additional surgical facilities. Our efforts to execute our acquisition and development strategy may be affected by our ability to identify suitable candidates and negotiate
and close acquisition and development transactions. We are currently evaluating potential acquisitions and development projects and expect to continue to evaluate acquisitions and development projects
in the foreseeable future. The surgical facilities we develop typically incur losses in their early months of operation and, until their case loads grow, they generally experience lower total revenues
and operating margins than established surgical facilities. We expect that our development candidates will initially experience similar losses and lower revenues and operating margins. Historically,
each of our newly developed facilities has generated positive cash flow within the first 12 months of operations. We may not be successful in acquiring other companies or additional surgical
facilities, developing surgical facilities or achieving satisfactory operating results at acquired or newly developed facilities. Further, the companies or assets we acquire in the future may not
ultimately produce returns that justify our related investment. If we are not able to execute our acquisition and development strategy, our ability to increase revenues and earnings through future
growth would be impaired.

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If we incur material liabilities as a result of acquiring companies or surgical facilities, our operating results could be adversely affected.

Although we seek indemnification from prospective sellers covering unknown or contingent liabilities, we may acquire companies and surgical facilities that have
material liabilities for failure to comply with healthcare laws and regulations or other past activities. Although we maintain professional and general liability insurance, we do not currently
maintain insurance specifically covering any unknown or contingent liabilities that may have occurred prior to the acquisition of companies and surgical facilities. If we incur these liabilities and
are not indemnified or insured for them, our operating results and financial condition could be adversely affected.

If we are unable to manage growth, we may be unable to achieve our growth strategy.

We have acquired interests in or developed all of our surgery centers and private surgical hospitals since February 1998. We expect to continue to expand
our operations in the future. As a young company, our rapid growth has placed, and will continue to place, increased demands on our management, operational and financial information systems and other
resources. Further expansion of our operations will require substantial financial resources and management attention. To accommodate our past and anticipated future growth, and to compete effectively,
we will need to continue to implement and improve our management, operational and financial information systems and to expand, train, manage and motivate our workforce. Our personnel, systems,
procedures or controls may not be adequate to support our operations in the future. Further, focusing our financial resources and management attention on the expansion of our operations may negatively
impact our financial results. Any failure to implement and improve our management, operational and financial information systems, or to expand, train, manage or motivate our workforce, could reduce or
prevent our growth.

We depend on our relationships with not-for-profit healthcare systems. If we are not able to maintain our strategic alliances with these  not-for-profit healthcare systems, or enter into new alliances, we may be unable to
implement our business strategies successfully.

Our domestic business depends in part upon the efforts and success of the not-for-profit healthcare systems with which we have strategic
alliances and the strength of our alliances with those healthcare systems. Our business could be adversely affected by any damage to those healthcare systems' reputations or to our alliances with
them. We may not be able to maintain our existing alliance agreements on terms and conditions favorable to us or enter into alliances with additional not-for-profit healthcare
systems. If we are unable to maintain our existing strategic alliances on terms favorable to us or enter into alliances with additional not-for-profit healthcare systems, we
may be unable to implement our business strategies successfully.

We depend on our relationships with the physicians who use our facilities. Our ability to provide medical services at our facilities would be impaired and our revenues reduced  if we are not able to maintain these
relationships.

Our business depends upon the efforts and success of the physicians who provide medical services at our facilities and the strength of our relationships with
these physicians. Our revenues would be reduced if we lost our relationship with one or more key physicians or group of physicians or such physicians or groups reduce their use of our facilities. In
addition, any failure of these physicians to maintain the quality of medical care provided or to otherwise adhere to professional guidelines at our surgical facilities or any damage to the reputation
of a key physician or group of physicians could damage our reputation, subject us to liability and significantly reduce our revenues.

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Our European operations, which we plan to expand, are subject to unique risks. If any of these events actually occur, our financial results could be adversely affected.

Our international operations are located in Spain and the United Kingdom. We expect that revenue from our European operations will continue to account for a
significant percentage of our total revenue. We intend to pursue additional acquisitions in Spain and the United Kingdom. Expansion of our European operations will require substantial financial
resources and management attention. This focus of financial resources and management attention could have an adverse effect on our financial results. Our European operations are subject, and as they
continue to develop may become increasingly subject, to risks such as:



These
or other factors could have a material adverse effect on our ability to successfully operate in Europe and our financial condition and operations.

Our significant indebtedness could limit our flexibility.

We are substantially leveraged and will continue to have significant indebtedness in the future. Our acquisition and development program requires substantial
capital resources, estimated to range from $35.0 to $50.0 million per year over the next three years, although the range could be exceeded if attractive multi-facility acquisition opportunities
are identified. The operations of our existing surgical facilities also require ongoing capital expenditures.

We
currently have a $115.0 million revolving credit facility and $47.6 million in cash. Based solely on historical reported consolidated financial results, approximately
$39.0 million was available for borrowing at December 31, 2002. Maximum availability under the facility is based upon pro forma EBITDA including EBITDA from acquired entities. Assuming
historical purchase multiples of EBITDA of potential acquisition targets approximately $84.0 million would be available for borrowing as of December 31, 2002. We will need to incur
additional indebtedness to fund future acquisitions, developments and capital expenditures. However, we may be unable to obtain sufficient financing on terms satisfactory to us, or at all. As a
result, our acquisition and development activities would have to be curtailed or eliminated and our financial results would be adversely affected.

The
degree to which we are leveraged could have other important consequences to you, including the following:



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Our revenues may be reduced by changes in payment methods or rates under the Medicare or Medicaid programs.

The Department of Health and Human Services and the states in which we perform surgical procedures for Medicaid patients may revise the Medicare and Medicaid
payment methods or rates in the future. Any such changes could have a negative impact on the reimbursements we receive for our surgical services from the Medicare program and the state Medicaid
programs. We do not know at this time when or to what extent revisions to such payment methodologies will be implemented.

If we are unable to negotiate contracts and maintain satisfactory relationships with managed care organizations or other third party payors, our revenues may decrease.

Our competitive position has been, and will continue to be, affected by initiatives undertaken during the past several years by major domestic purchasers of
healthcare services, including federal and state governments, insurance companies and employers, to revise payment methods and monitor healthcare expenditures in an effort to contain healthcare costs.
As a result of these initiatives, managed care companies such as health maintenance and preferred provider organizations, which offer prepaid and discounted medical service packages, represent a
growing segment of healthcare payors, the effect of which has been to reduce domestic healthcare facility revenue growth. Similarly, in the United Kingdom, most patients at private surgical hospitals
have private healthcare insurance, either paid for by the patient or received as part of their employment compensation. Our private surgical hospitals in the United Kingdom contract with healthcare
insurers on an annual basis to provide services to insured patients.

Our
private surgical hospitals in Spain contract with healthcare insurers on an annual basis to provide services to insured patients. As the majority of our revenues in Spain are derived
from private insurance companies, the annual negotiation of price increases is very important to the profitability of our hospitals in that country. In addition, our Spanish hospitals contract with
the Spanish public healthcare system, which awards contracts based on a hospital's satisfaction of specified criteria. The Spanish public healthcare system has the right to give priority to hospitals
owned by non-profit entities if the efficiency, quality and cost conditions of these entities are comparable to those of for profit hospitals. Our contracts with the Spanish public
healthcare system typically have a term of less than one year and are renewable at the sole discretion of the Spanish public healthcare system. Any termination of an existing third party contract
could result in a significant loss of revenues and could have a material adverse effect on us.

As
an increasing percentage of domestic patients become subject to healthcare coverage arrangements with managed care payors, we believe that our success will continue to depend upon our
ability to negotiate favorable contracts on behalf of our facilities with managed care organizations, employer groups and other private third party payors. If we are unable to enter into these
arrangements on satisfactory terms in the future we could be adversely affected. Many of these payors already have existing provider structures in place and may not be able or willing to change their
provider networks. Similarly, if we fail to negotiate contracts with healthcare insurers in the United Kingdom and Spain on favorable terms, or if we fail to remain on insurers' networks of approved
hospitals, such failure could have a material adverse effect on us. We could also experience a material

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adverse effect to our operating results and financial condition as a result of the termination of existing third party payor contracts.

Efforts to regulate the construction, acquisition or expansion of healthcare facilities could prevent us from acquiring additional surgery centers or private surgical  hospitals, renovating our existing facilities or
expanding the breadth of services we offer.

Many states in the United States require prior approval for the construction, acquisition or expansion of healthcare facilities or expansion of the services they
offer. When considering whether to approve such projects, these states take into account the need for additional or expanded healthcare facilities or services. In a number of states in which we
operate, including Alabama, Georgia, Florida, Tennessee and New York, we are required to obtain certificates of need for capital expenditures exceeding a prescribed amount, changes in bed capacity or
services offered and under various other circumstances. Following a period of decline, the number of states requiring certificates of need is once again on the rise as state legislators are looking at
this process as one way to control rising healthcare costs. Other states in which we now or may in the future operate may adopt certificate of need legislation or regulatory provisions. Our costs of
obtaining a certificate of need have ranged up to $500,000. Spain also requires prior approval for the construction or expansion of healthcare facilities. In addition, private surgical hospitals in
Spain must obtain a number of licenses, including a license to operate a pharmacy or to perform tests using radioactive materials. Although we have not previously been denied a certificate of need, we
may not be able to obtain the certificates of need or other required approvals for additional or expanded facilities or services in the future. In addition, at the time we acquire a facility, we may
agree to replace or expand the acquired facility. If we are unable to obtain the required approvals, we may not be able to acquire additional surgery centers or private surgical hospitals, expand the
healthcare services provided at these facilities or replace or expand acquired facilities.

New federal and state legislative and regulatory initiatives relating to patient privacy and electronic data security could require us to expend substantial sums acquiring and  implementing new information and transaction
systems, which could negatively impact our financial results.

There are currently numerous legislative and regulatory initiatives at the U.S. state and federal levels addressing patient privacy concerns and standards for the
exchange of electronic health information. These provisions are intended to enhance patient privacy and the effectiveness and efficiency of healthcare claims and payment transactions. In particular,
the Administrative Simplification Provisions of the Health Insurance Portability and Accountability Act of 1996 may require us to acquire and implement expensive new computer systems and to adopt
business procedures designed to protect the privacy of each of our patient's individual health information.

On
August 17, 2000, the Department of Health and Human Services issued final regulations establishing electronic data transmission standards that healthcare providers must use
when submitting or receiving certain healthcare data electronically. Compliance with these regulations is required by October 16, 2002. However, on December 27, 2001, President Bush
signed into law the Administrative Simplification Compliance Act, which requires that, by October 16, 2002, covered entities must either: (1) be in
compliance with the electronic data transmission standards; or (2) submit a summary plan to the Secretary of Health and Human Services describing how the entity will come into full compliance
with the standards by October 16, 2003. We submitted a summary plan to the Secretary by October 16, 2002 and intend to comply with the standards by October 16, 2003. We cannot
predict the impact that the final regulations, when fully implemented, will have on us.

The
Administrative Simplification Provisions of the Health Insurance Portability and Accountability Act also require the Department of Health and Human Services to adopt standards to
protect the security and privacy of health-related information. Proposed security standards were published on

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August 12, 1998, but they have not been finalized. The proposed security standards would require healthcare providers to implement organizational and technical practices to protect the
security of patient information. Once the security regulations are finalized, we will have approximately two years to comply with such regulations.

In
addition, on December 28, 2000, the Department of Health and Human Services released final regulations regarding the privacy of healthcare information. Although these privacy
regulations were effective April 14, 2001, compliance with these regulations is not required until April 14, 2003. The privacy regulations extensively regulate the use and disclosure of
individually identifiable healthcare information, whether communicated electronically, on paper or verbally. The regulations also provide patients with significant new rights related to understanding
and controlling how their health information is used or disclosed. We believe that policies and procedures will be in place to comply with these regulations within the time requirements.

These
regulations are expected to have a financial impact on the healthcare industry because they impose extensive new requirements and restrictions on the use and disclosure of
identifiable patient information. We estimate the total cost of these systems and procedures to be $200,000. However, because of the proposed nature of the security regulations, we cannot predict the
total financial or other impact of these regulations on our business and compliance with these regulations could require us to spend substantial sums, which could negatively impact our financial
results. We believe that we are in material compliance with existing state and federal regulations relating to patient privacy. However, if we fail to comply with the newly released regulations, we
could suffer civil penalties up to $25,000 per calendar year for each violation and criminal penalties with fines up to $250,000 per violation.

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 domestic and European jurisdictions in which we operate.
These laws and regulations require that our
healthcare facilities meet various licensing, certification and other requirements, including those relating to:



We
believe that we are in material compliance with applicable laws and regulations. However, if we fail or have failed 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 healthcare programs. A number of
initiatives have been proposed during the past several years to reform various aspects of the healthcare system, both domestically and in the European jurisdictions in which we operate. In the future,
different interpretations or enforcement of existing or new laws and regulations could subject our current practices to allegations of impropriety or illegality, or could require us to make changes in
our facilities, equipment, personnel, services, capital expenditure programs and operating expenses. Current or future

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legislative initiatives or government regulation may have a material adverse effect on our operations or reduce the demand for our services.

In
pursuing our growth strategy, we may expand our presence into new geographic markets, including additional foreign countries. In entering a new geographic market, we will be required
to comply with laws and regulations of jurisdictions that may differ from those applicable to our current operations. If
we are unable to comply with these legal requirements in a cost-effective manner, we may be unable to enter new geographic markets.

If a federal or state agency asserts a different position or enacts new laws or regulations regarding illegal remuneration under the Medicare or Medicaid programs, we may be  subject to civil and criminal penalties,
experience a significant reduction in our revenues or be excluded from participation in the Medicare and Medicaid programs.

The federal Anti-Kickback Statute prohibits the offer, payment, solicitation or receipt of any form of remuneration in return for referring items or
services payable by Medicare, Medicaid, or any other federally funded healthcare program. Additionally, the Anti-Kickback Statute prohibits any form of remuneration in return for
purchasing, leasing, or ordering or arranging for or recommending the purchasing, leasing or ordering of items or services payable by Medicare, Medicaid or any other federally funded healthcare
program. The Anti-Kickback Statute is very broad in scope and many of its provisions have not been uniformly or definitively interpreted by existing case law or regulations. Violations of
the Anti-Kickback Statute may result in substantial civil or criminal penalties, including criminal fines of up to $25,000 and civil penalties of up to $50,000 for each violation, plus
three times the remuneration involved or the amount claimed and exclusion from participation in the Medicare and Medicaid programs. The exclusion, if applied to our surgery centers or private surgical
hospitals, could result in significant reductions in our revenues which could have a material adverse effect on our business.

In
July 1991, the Department of Health and Human Services issued final regulations defining various "safe harbors." Two of the safe harbors issued in 1991 apply to business
arrangements similar to those used in connection with our surgery centers and private surgical hospitals: the "investment interest" safe harbor and the "personal services and management contracts"
safe harbor. However, the structure of the limited partnerships and limited liability companies operating our surgery centers and private surgical hospitals, as well as our various business
arrangements involving physician group practices, do not satisfy all of the requirements of either safe harbor. Therefore, our business arrangements with our surgery centers, private surgical
hospitals and physician groups did not and do not qualify for "safe harbor" protection from government review or prosecution under the Anti-Kickback Statute. Since there is no legal
requirement that transactions with referral sources fit within a safe harbor, a business arrangement that does not substantially comply with the relevant safe harbor is not necessarily illegal under
the Anti-Kickback Statute.

On
November 19, 1999, the Department of Health and Human Services promulgated final regulations creating additional safe harbor provisions, including a safe harbor that applies to
physician ownership of or investment interests in surgery centers. The surgery center safe harbor protects four types of investment arrangements: (1) surgeon owned surgery centers;
(2) single specialty surgery centers; (3) multi-specialty surgery centers; and (4) hospital/physician surgery centers. Each category has its own requirements with regard to what
type of physician may be an investor in the surgery center. In addition to the physician investor, the categories permit an "unrelated" investor, who is a person or entity that is not in a position to
provide items or services related to the surgery center or its investors. Our business arrangements with our surgery centers typically consist of one of our subsidiaries being an investor in each
limited partnership or limited liability company that owns the surgery center, in addition to providing management and other services to the surgery center. As a

31

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result, these business arrangements do not comply with all the requirements of the surgery center safe harbor, and, therefore, are not immune from government review or prosecution.

Although
we believe that our business arrangements do not violate the Anti-Kickback Statute, a government agency or a private party may assert a contrary position.
Additionally, new domestic federal or state laws may be enacted that would cause our relationships with the physician investors to become illegal or result in the imposition of penalties against us or
our facilities. If any of our business arrangements with physician investors were deemed to violate the Anti-Kickback Statute or similar laws, or if new domestic federal or state laws were
enacted rendering these arrangements illegal, our business could be adversely affected.

Also,
most of the states in which we operate have adopted anti-kickback laws, many of which apply more broadly to all third-party payors, not just to federal healthcare
programs. Many of the state laws do not have regulatory safe harbors comparable to the federal provisions and have only rarely been interpreted by the courts or other governmental agencies. If our
arrangements were found to violate any of these anti-kickback laws, we could be subject to significant civil and criminal penalties that could adversely affect our business.

If physician self-referral laws are interpreted differently or if other legislative restrictions are issued, we could incur significant sanctions and loss of  reimbursement revenues.

The U.S. 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. The original Stark Law, commonly known as Stark I, only
addressed referrals involving clinical laboratory services. However, in 1995 additional legislation, commonly known as Stark II, expanded the ban on self-referrals by adding the following
services to the definition of "designated health services": physical therapy services; occupational therapy services; radiology services; radiation therapy services and supplies; durable medical
equipment and supplies; parenteral and enteral nutrients, equipment and supplies; prosthetics, orthotics, and prosthetic devices and supplies; home health services; outpatient prescription drugs; and
inpatient and outpatient hospital services.

The
Department of Health and Human Services issued a portion of the Stark II final rule, which it called "Phase I," on January 4, 2001. The Phase I regulations, which generally
took effect on January 4, 2002, address some of the ownership and investment interest exceptions and compensation arrangement exceptions found in the Stark Law. Phase II of the final rule will
address, among other things, any comments made in response to the Phase I final rule, the remaining ownership and investment interest exceptions and compensation arrangement exceptions, the reporting
requirements, sanctions and the Stark Law's application to the Medicaid program. It is not known when the Phase II final rule will be issued. Under current regulations interpreting Stark I and under
the Phase I regulations, services that
would otherwise constitute designated health services, but that are paid by Medicare as part of the surgery center payment rate, are not designated health services for purposes of the Stark Law.

In
addition, we believe that physician ownership of surgery centers is not prohibited by similar self-referral statutes enacted at the state level. However, the Stark Law and
similar state statutes are subject to different interpretations with respect to many important provisions. Violations of these self-referral laws may result in substantial civil or
criminal penalties, including large civil monetary penalties and exclusion from participation in the Medicare and Medicaid programs. Exclusion of our surgery centers or private surgical hospitals from
these programs through future judicial or agency interpretation of existing laws or additional legislative restrictions on physician ownership or investments in healthcare entities could result in
significant loss of reimbursement revenues.

In
Spain, there is legislation that prohibits physicians who have contracted with the Spanish public healthcare system on an exclusive basis from rendering services in a private
hospital. Spanish legislation

32

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also prohibits physicians rendering services within the Spanish public healthcare system on a non-exclusive basis from rendering services to Spanish public healthcare system patients in
private hospitals such as ours. Violations of these laws could result in administrative fines and termination of our alliance with the Spanish public healthcare system. If the physicians who use our
Spanish facilities violate these regulations and their or our contracts are terminated with the Spanish public healthcare system, preventing them from continuing to use our facilities, we could
experience a significant loss of revenues in Spain.

Companies within the healthcare industry continue to be the subject of federal and state investigations, which increases the risk that we may become subject to investigations  in the future.

Both federal and state government agencies, as well as private payors, have heightened and coordinated civil and criminal enforcement efforts as part of numerous
ongoing investigations of healthcare organizations. These investigations relate to a wide variety of topics, including the following:



In
addition, the Office of the Inspector General of the Department of Health and Human Services and the Department of Justice have, from time to time, undertaken national enforcement
initiatives that focus on specific billing practices or other suspected areas of abuse. Moreover, another trend impacting healthcare providers is the increased use of the federal False Claims Act,
particularly by individuals who bring actions under that law. Such "qui tam" or "whistleblower" actions allow private individuals to bring actions on behalf of the government alleging that a
healthcare provider has defrauded the federal government. If the government intervenes and prevails in the action, the defendant may be required to pay three times the actual damages sustained by the
government, plus mandatory civil monetary penalties of between $5,500 and $11,000 for each false claim submitted to the government. As part of the resolution of a qui tam case, the party filing the
initial complaint may share in a portion of any settlement or judgment. If the government does not intervene in the action, the qui tam plaintiff may pursue the action independently. Additionally,
some states have adopted similar whistleblower and false claims provisions. Although companies in the healthcare industry have been, and may continue to be, subject to qui tam actions, we are unable
to predict the impact of such actions on our business, financial position or results of operations.

If laws governing the corporate practice of medicine change, we may be required to restructure some of our domestic relationships which may result in significant costs to us  and divert other resources.

The laws of various domestic jurisdictions in which we operate or may operate in the future do not permit business corporations to practice medicine, exercise
control over physicians who practice medicine or engage in various business practices, such as fee-splitting with physicians. The interpretation and enforcement of these laws vary
significantly from state to state. We are not required to obtain a license to practice medicine in any jurisdiction in which we own or operate a surgery center or private surgical hospital because our
facilities are not engaged in the practice of medicine. The physicians who utilize our facilities are individually licensed to practice medicine. In most instances, the physicians and physician group
practices performing medical services at our facilities do not have investment or business relationships with us other than through the physicians' ownership interests in the partnerships or limited
liability companies that own and operate our facilities and the service agreements we have with some of those physicians.

33

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As
a result of our acquisition of OrthoLink, we provide management services to a number of physicians and physician group practices affiliated with OrthoLink. Although we believe that
our arrangements with these and other physicians and physician group practices comply with applicable laws, a government agency charged with enforcement of these laws, or a private party, might assert
a contrary position. If our arrangements with these physicians and physician group practices were deemed to violate state corporate practice of medicine, fee-splitting or similar laws, or
if new laws are enacted rendering our arrangements illegal, we may be required to restructure these arrangements, which may result in significant costs to us and divert other resources.

If domestic regulations change, we may be obligated to purchase some or all of the ownership interests of the physicians affiliated with us.

Upon the occurrence of various fundamental regulatory changes, we will be obligated to purchase some or all of the ownership interests of the physicians
affiliated with us in the limited partnerships or limited liability companies that own and operate our surgery centers and private surgical hospitals. The regulatory changes that could create this
obligation include changes that:



At
this time, we are not aware of any regulatory amendments or proposed changes that would trigger this obligation. Some of our limited partnership and limited liability company agreements allow us to
use shares of our common stock as consideration for the purchase of a physician's ownership interest. The use of shares of our common stock for that purpose would dilute the ownership interests of our
common stockholders. In the event that we are required to purchase all of the physicians' ownership interests and our common stock does not maintain a sufficient valuation, we could be required to use
our cash resources for the acquisitions, the total cost of which we estimate to be up to $100.0 million. The creation of these obligations and the possible termination of our affiliation with
these physicians could have a material adverse effect on us.

If we become subject to significant legal actions, we could be subject to substantial uninsured liabilities.

In recent years, physicians, hospitals and other healthcare providers have become subject to an increasing number of legal actions alleging malpractice, product
liability or related legal theories. Many of these actions involve large monetary claims and significant defense costs. We do not employ any of the physicians who conduct surgical procedures at our
facilities and the governing documents of each of our surgery centers require physicians who conduct surgical procedures at our surgery centers to maintain stated amounts of insurance. Additionally,
to protect us from the cost of these claims, we maintain professional malpractice liability insurance and general liability insurance coverage in amounts
and with deductibles that we believe to be appropriate for our operations. If we become subject to claims, however, our insurance coverage may not cover all claims against us or continue to be
available at a cost allowing us to maintain adequate levels of insurance. If one or more successful claims against us were not covered by or exceeded the coverage of our insurance, we could be
adversely affected.

34

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If we are unable to effectively compete for physicians, strategic relationships, acquisitions and managed care contracts, our business could be adversely affected.

The healthcare business is highly competitive. We compete with other healthcare providers, primarily hospitals, in recruiting physicians and contracting with
managed care payors in each of our markets. In Spain and the United Kingdom, we also compete with these countries' national health systems in recruiting healthcare professionals. There are major
unaffiliated hospitals in each market in which we operate. These hospitals have established relationships with physicians and payors. In addition, other companies either are currently in the same or
similar business of developing, acquiring and operating surgery centers and private surgical hospitals or may decide to enter our business. Many of these companies have greater financial, research,
marketing and staff resources than we do. We may also compete with some of these companies for entry into strategic relationships with not-for-profit healthcare systems and
healthcare professionals. If we are unable to compete effectively with any of these entities, we may be unable to implement our business strategies successfully and our business could be adversely
affected.

Because we have a limited operating history and our senior management has been key to our growth, we may be adversely affected if we lose any member of our senior management.

We are highly dependent on our senior management, including Donald E. Steen, our chairman and chief executive officer, and William H. Wilcox, our president.
Although we have employment agreements with Mr. Steen and Mr. Wilcox, we do not maintain "key man" life insurance policies on any of our officers. Because our senior management has
contributed greatly to our growth since inception, the loss of key management personnel or our inability to attract, retain and motivate sufficient numbers of qualified management personnel could have
a material adverse effect on us.

We may have a special legal responsibility to the holders of ownership interests in the entities through which we own surgical facilities, and that responsibility may prevent  us from acting solely in our own best interests
or the interests of our stockholders.

Our ownership interests in surgery centers and private surgical hospitals generally are held through limited partnerships, limited liability partnerships or
limited liability companies. We typically maintain an interest in a limited partnership, limited liability partnership or limited liability company in which
physicians or physician practice groups hold limited partnership, limited liability partnership or membership interests. As general partner or manager of these entities, we may have a special
responsibility, known as a fiduciary duty, to manage these entities in the best interests of the other interest holders. We also have a duty to operate our business for the benefit of our
stockholders. As a result, we may encounter conflicts between our responsibility to the other interest holders and our responsibility to our stockholders. For example, we have entered into management
agreements to provide management services to all but one of our domestic surgery centers in exchange for a fee. Disputes may arise as to the nature of the services to be provided or the amount of the
fee to be paid. In these cases, we are obligated to exercise reasonable, good faith judgment to resolve the disputes and may not be free to act solely in our own best interests or the interests of our
stockholders. Disputes may also arise between us and our affiliated physicians with respect to a particular business decision or regarding the interpretation of the provisions of the applicable
limited partnership agreement or limited liability company agreement. If we are unable to resolve a dispute on terms favorable or satisfactory to us, our business may be adversely affected.

35

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We do not have exclusive control over the distribution of revenues from some of our domestic operating entities and may be unable to cause all or a portion of the revenues of  these entities to be distributed.

All of the domestic surgery centers in which we have ownership interests are limited partnerships, limited liability partnerships or limited liability companies
in which we own, directly or indirectly, general partnership or managing member interests. Our limited partnership, limited liability partnership and limited liability company agreements, which are
typically with the physicians who perform procedures at our surgery centers, usually provide for the quarterly distribution of net revenues from operations, less amounts used for expenses and working
capital. We generally control the entities that function as the general partner of the limited partnerships or the managing member of the limited liability companies through which we conduct
operations. However, we do not have exclusive control in some instances over the amount of net revenues distributed from some of our operating entities. If we are unable to cause sufficient revenues
to be distributed from one or more of these entities, our relationships with the physicians who have an interest in these entities may be damaged and we could be adversely affected. We may not be able
to resolve favorably any dispute regarding revenue distribution or other matters with a healthcare system with which we share control of one of these entities. Further, the failure to resolve a
dispute with these healthcare systems could cause the entity we jointly control to be dissolved.

Because affiliated stockholders together own a large percentage of our common stock, they are able to exert significant influence over all matters submitted to our stockholders  for approval, regardless of the preferences
of our other stockholders.

Our officers, directors and affiliated entities together own approximately 20% of our outstanding common stock. Accordingly, these stockholders are able to exert
significant influence over:



These
stockholders are also able to exert significant influence over a change in control of our company or an amendment to our certificate of incorporation or bylaws. Their interests may
conflict with the interests of other holders of common stock and they may take actions affecting us with which you disagree.

Provisions of our charter documents, Delaware law and our stockholder rights plan could discourage a takeover you may consider favorable or the removal of our current  management.

Some provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition that you may consider favorable or the
removal of our current management. These provisions:



36

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In
addition, our certificate of incorporation prohibits the amendment of many of these provisions in our certificate of incorporation by our stockholders unless the amendment is approved
by the holders of at least 80% of our shares of common stock.

Delaware
law may also discourage, delay or prevent someone from acquiring or merging with us. In addition, purchase rights distributed under our stockholder rights plan will cause
substantial dilution to any person or group attempting to acquire us without conditioning the offer on our redemption of the rights. As a result, our stock price may decrease and you might not receive
a change of control premium over the then-current market price of the common stock.

Item 2. Properties

The response to this item is included in Item 1.

Item 3. Legal Proceedings

We have been named as a defendant in a lawsuit filed by former shareholders of Surgicoe Corporation, which we acquired in March 2002. The suit alleges that
we failed to discharge certain post-closing obligations under the acquisition agreement. We believe that the suit is wholly without merit, and we intend to vigorously defend the suit. In
addition, from time to time, we may be named as a party to legal claims and proceedings in the ordinary course of business. We are not aware of any other claims or proceedings against us or our
subsidiaries that might have a material adverse impact on us.

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

None.

37

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PART II

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

Market for Common Stock.Our common stock has traded on the Nasdaq National Market under the symbol "USPI" since
June 8, 2001. As of March 15, 2003, there were approximately 284 record holders of our common stock. The following table sets forth for the periods indicated the high and low sales price
per share of our common stock as reported on the Nasdaq National Market.

High

LowYear Ended December 31, 2001:Second Quarter

$
24.00

$
17.07Third Quarter


25.15


18.00Fourth Quarter


21.15


15.55Year Ended December 31, 2002:First Quarter

$
23.20

$
16.50Second Quarter


33.38


22.52Third Quarter


32.32


21.15Fourth Quarter


24.35


13.65


We
have not declared or paid any dividends on our common stock and do not anticipate doing so in the foreseeable future. We currently intend to retain all future earnings
to fund the development and growth of our business. The payment of any future dividends will be at the discretion of our board of directors and will depend on:



Our
credit facilities and the indenture governing the senior subordinated notes of our wholly owned finance subsidiary, United Surgical Partners Holdings, Inc., currently place
restrictions on our ability to pay cash dividends on our common stock.

Recent Sales of Unregistered Securities.The following information relates to all securities issued or sold by us in 2002, as
adjusted to reflect our one for three reverse stock split completed on June 7, 2001, that were not registered under the Securities Act. Each of the transactions described below was conducted in
reliance upon the exemptions from registration provided in Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder.

On
June 30, 2002, the Company issued 3,150 shares of common stock to Calvin R. Dyer in connection with his execution of an affiliation agreement with the Company.

On
June 30, 2002, the Company issued 2,812 shares of common stock to Robert A. Fada in connection with his execution of an affiliation agreement with the Company.

On
June 30, 2002, the Company issued 2,974 shares of common stock to Eduardo J. Olmedo in connection with his execution of an affiliation agreement with the Company.

On
June 30, 2002, the Company issued 3,894 shares of common stock to South Atlanta Orthopedic & Hand Surgery, P.C. in connection with its execution of an
affiliation agreement with the Company.

38

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On
June 30, 2002, the Company issued 1,087 shares of common stock to Jeffrey A. Uzzle in connection with his execution of an affiliation agreement with the Company.

On
August 12, 2002, the Company issued 2,830 shares of common stock to Dale R. Allen in connection with the Company's acquisition of an interest in Arlington
Surgicare Partners, Ltd.

On
August 12, 2002, the Company issued 1,617 shares of common stock to T. Bradley Benedict in connection with the Company's acquisition of an interest in Arlington
Surgicare Partners, Ltd.

On
August 12, 2002, the Company issued 2,830 shares of common stock to Joseph M. Berman in connection with the Company's acquisition of an interest in Arlington
Surgicare Partners, Ltd.

On
August 12, 2002, the Company issued 2,830 shares of common stock to Anthony Brentlinger in connection with the Company's acquisition of an interest in Arlington
Surgicare Partners, Ltd.

On
August 12, 2002, the Company issued 2,830 shares of common stock to Jeffrey D. Carter in connection with the Company's acquisition of an interest in Arlington
Surgicare Partners, Ltd.

On
August 12, 2002, the Company issued 2,830 shares of common stock to Jim Hillard in connection with the Company's acquisition of an interest in Arlington Surgicare
Partners, Ltd.

On
August 12, 2002, the Company issued 1,617 shares of common stock to John W. Landry in connection with the Company's acquisition of an interest in Arlington
Surgicare Partners, Ltd.

On
August 12, 2002, the Company issued 1,617 shares of common stock to John W. Loudermilk in connection with the Company's acquisition of an interest in Arlington
Surgicare Partners, Ltd.

On
August 12, 2002, the Company issued 2,830 shares of common stock to Michael L. Mycoskie in connection with the Company's acquisition of an interest in Arlington
Surgicare Partners, Ltd.

On
August 12, 2002, the Company issued 2,830 shares of common stock to Philip J. Mycoskie in connection with the Company's acquisition of an interest in Arlington
Surgicare Partners, Ltd.

On
August 12, 2002, the Company issued 862 shares of common stock to Luat T. Nguyen in connection with the Company's acquisition of an interest in Arlington
Surgicare Partners, Ltd.

On
August 12, 2002, the Company issued 2,830 shares of common stock to Paul Phillips in connection with the Company's acquisition of an interest in Arlington Surgicare
Partners, Ltd.

On
August 12, 2002, the Company issued 1,617 shares of common stock to James Pyland in connection with the Company's acquisition of an interest in Arlington Surgicare
Partners, Ltd.

On
August 12, 2002, the Company issued 1,617 shares of common stock to James Pollifrone in connection with the Company's acquisition of an interest in Arlington Surgicare
Partners, Ltd.

On
August 12, 2002, the Company issued 2,830 shares of common stock to Jay Pond in connection with the Company's acquisition of an interest in Arlington Surgicare
Partners, Ltd.

On
November 30, 2002, the Company issued 539 shares of common stock to Joseph T. Southerland in connection with the Company's acquisition of an interest in Arlington
Surgicare Partners, Ltd.

On
August 31, 2002, the Company issued 269 shares of common stock to Howard A. Stein in connection with the Company's acquisition of an interest in Arlington
Surgicare Partners, Ltd.

On
August 12, 2002, the Company issued 862 shares of common stock to Stuart Thomas in connection with the Company's acquisition of an interest in Arlington Surgicare
Partners, Ltd.

On
August 12, 2002, the Company issued 1,617 shares of common stock to William Valentine in connection with the Company's acquisition of an interest in Arlington Surgicare
Partners, Ltd.

39

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On
August 12, 2002, the Company issued 2,830 shares of common stock to Mark Woolf in connection with the Company's acquisition of an interest in Arlington Surgicare
Partners, Ltd.

On
October 1, 2002, the Company issued 978 shares of common stock to Jon E. Minter in connection with the Company's acquisition of an interest in Arlington Surgicare
Partners, Ltd.

On
October 1, 2002, the Company issued 1,748 shares of common stock to Raymond C. Hui in connection with the Company's acquisition of an interest in Arlington
Surgicare Partners, Ltd.

On
October 1, 2002, the Company issued 1,748 shares of common stock to Michael T. Casey in connection with the Company's acquisition of an interest in Arlington
Surgicare Partners, Ltd.

On
October 1, 2002, the Company issued 2,103 shares of common stock to David B. Hahn in connection with the Company's acquisition of an interest in Arlington
Surgicare Partners, Ltd.

On
October 1, 2002, the Company issued 1,093 shares of common stock to Peter B. Harvey in connection with the Company's acquisition of an interest in Arlington
Surgicare Partners, Ltd.

On
October 1, 2002, the Company issued 862 shares of common stock to Michael A. Milek in connection with the Company's acquisition of an interest in Arlington
Surgicare Partners, Ltd.

Item 6. Selected Consolidated Financial Data

The selected consolidated statement of operations data set forth below for the period from February 27, 1998 (inception) through December 31, 1998
and the years ended December 31, 1999, 2000, 2001 and 2002, and the consolidated balance sheet data at December 31, 1998, 1999, 2000, 2001, and 2002 are derived from our consolidated
financial statements, which have been audited by KPMG LLP, independent auditors.

The
historical results presented below are not necessarily indicative of results to be expected for any future period. The comparability of the financial and other data included in the
table is affected by our loss on early retirement of debt in 2001, our impairment of investment securities in 2002, our acquisition of OrthoLink on February 12, 2001 and of Aspen Healthcare
Holdings Limited on April 6, 2000 as well as other acquisitions completed since our inception. For a more detailed explanation of this financial data, see "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and the consolidated financial statements and related notes included elsewhere in this report.

|                                                                |                                     | Period from
February 27, 1998
(inception) through
December 31, 1998 |        | Years Ended December 31, |  
|--------------------------------------------------------------- | ----------------------------------- | ------------------------------------------------------------------- | ------ | ------------------------ | -
|
|
|Consolidated Statement of Operations Data:                      |                                     |                                                                     |        |                          |  
|Total revenues                                                  |                                     | $                                                                   | 20,572 |                          | $
|Operating expenses excluding depreciation and amortization      |                                     |                                                                     | 22,788 |                          |  
|Depreciation and amortization                                   |                                     |                                                                     | 2,015  |                          |  
|                                                                |                                     |                                                                     |        |                          |  
|Operating income (loss)                                         |                                     |                                                                     | (4,231 | )                        |  
|Other income (expense):                                         |                                     |                                                                     |        |                          |  
|                                                                | Interest income                     |                                                                     |        | 722                      |  
|                                                                | Interest expense                    |                                                                     |        | (497                     | )
|                                                                | Loss on early retirement of debt    |                                                                     |        |                         |  
|                                                                | Impairment of investment securities |                                                                     |        |                         |  
|                                                                | Other                               |                                                                     |        | (246                     | )
|                                                                |                                     |                                                                     |        |                          |  
|Income (loss) before minority interest                          |                                     |                                                                     | (4,252 | )                        |  
|Minority interest in (income) loss of consolidated subsidiaries |                                     |                                                                     | 23     |                          |  
|Income tax (expense) benefit                                    |                                     |                                                                     | 301    |                          |  
|                                                                |                                     |                                                                     |        |                          |  
|Net income (loss)                                               |                                     |                                                                     | (3,928 | )                        |  

40

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|Net income (loss) attributable to common stockholders(b) |                                    | $ | (4,356 | )     | $ | (8,540 | )     | $ | (14,134 | )     | $ | 66     |        | $ | 19,600 |       
|-------------------------------------------------------- | ---------------------------------- | - | ------ | ----- | - | ------ | ----- | - | ------- | ----- | - | ------ | ------ | - | ------ | ------
|Share Data:                                              |                                    |   |        |       |   |        |       |   |         |       |   |        |        |   |        |       
|Net income (loss) attributable to common stockholders:   |                                    |   |        |       |   |        |       |   |         |       |   |        |        |   |        |       
|                                                         | Basic earnings (loss) per share:   |   | $      | (1.29 | ) | $      | (1.17 | ) | $       | (1.80 | ) |        |       |   | $      | 0.79  
|                                                         | Diluted earnings (loss) per share: |   | $      | (1.29 | ) | $      | (1.17 | ) | $       | (1.80 | ) |        |       |   | $      | 0.75  
|Weighted average number of common shares:                |                                    |   |        |       |   |        |       |   |         |       |   |        |        |   |        |       
|                                                         | Basic                              |   |        | 3,366 |   |        | 7,308 |   |         | 7,850 |   |        | 18,380 |   |        | 24,925
|                                                         | Diluted                            |   |        | 3,366 |   |        | 7,308 |   |         | 7,850 |   |        | 19,291 |   |        | 26,056
|Other Data:                                              |                                    |   |        |       |   |        |       |   |         |       |   |        |        |   |        |       
|Number of facilities operated as of the end of period    |                                    |   | 16     |       |   | 28     |       |   | 33      |       |   | 49     |        |   | 64     |       
|EBITDA(c)                                                |                                    | $ | (2,216 | )     | $ | 4,778  |       | $ | 21,787  |       | $ | 59,890 |        | $ | 97,559 |       
|EBITDA less minority interests(c)                        |                                    |   | (2,193 | )     |   | 4,660  |       |   | 19,455  |       |   | 52,332 |        |   | 82,713 |       
|Cash flows from operating activities                     |                                    |   | 621    |       |   | 4,190  |       |   | 11,002  |       |   | 40,857 |        |   | 59,205 |       

41

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|                                 |  | As of December 31,
|-------------------------------- |  | ------------------
|
|
|Consolidated Balance Sheet Data: |  |                   
|Working capital                  |  | $                 
|Cash and cash equivalents        |  |                   
|Total assets                     |  |                   
|Total debt                       |  |                   
|Redeemable preferred stock       |  |                   
|Total stockholders' equity       |  |                   

---

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with "Selected Consolidated Financial
Data" and our consolidated financial statements and related notes included elsewhere in this report.

Overview

We operate surgery centers and private surgical hospitals in the United States and Western Europe. As of December 31, 2002, we operated 64 facilities,
consisting of 54 in the United States, eight in Spain, and two in the United Kingdom. Of the 54 U.S. facilities, 26 are jointly owned with ten major not-for-profit healthcare
systems. Overall, as of December 31, 2002, we held ownership interests in 61 of the facilities and operated the remaining three facilities, all in the United States, under management contracts.

For
the year ended December 31, 1999, our first full year in operation, we generated $70.4 million of revenues, a $3.1 million operating loss and $4.7 million
of EBITDA less minority interest. For the year ended December 31, 2002, our revenues had grown to $342.4 million, we generated $71.0 million of operating income and our EBITDA
less minority interests had grown to $82.7 million.

Critical Accounting Policies

Our management is required to make certain estimates and assumptions during the preparation of our consolidated financial statements in accordance with generally
accepted accounting principles. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of

42

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contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amount of net earnings during any period. Actual results could differ from
those estimates. Certain of our accounting policies and estimates have a more significant impact on our financial statements than others, due to the size of the underlying financial statement
elements.



Our determination of the appropriate consolidation method to follow with respect to our investments in subsidiaries and affiliates is based on the amount of
control we have, combined with our ownership level, in the underlying entity. Our consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and other
subsidiaries over which we have control. Our investments in subsidiaries in which we have the ability to exercise significant influence over operating and financial policies, but do not control
(including subsidiaries where we have less than 20% ownership) are accounted for on the equity method. All of our other investments are accounted for on the cost method.

Accounting
for an investment as either consolidated versus equity method generally has no impact on our net income or stockholders' equity in any accounting period, but does impact
individual income statement and balance sheet balances, as consolidation effectively grosses up our income statement and balance sheet. However, if control or influence aspects of an equity method
investment were different, it could result in us being required to account for an investment by consolidation or using the cost method. Under the cost method, the investor only records its share of
the underlying entity's earnings to the extent that it received dividends or distributions from the investee. Under the cost method, the investor does not record its share of income or losses of the
investee. Conversely, under either consolidation or equity method accounting, the investor effectively records its share of the underlying entity's net income or loss based on its ownership
percentage. At December 31, 2002, $0.3 million of the Company's total investment in unconsolidated affiliates of $18.7 million relates to investments that are accounted for using
the cost method and the remaining $18.4 million represents investments in unconsolidated affiliates accounted for using the equity method.



We recognize revenue in accordance with Staff Accounting Bulletin No. 101,Revenue Recognition in Financial
Statements, which has four basic criteria that must be met before revenue is recognized:



Our
revenue recognition policies are consistent with these criteria. Our revenues that are subject to the most judgment are those patient service revenues that are not generated under contracted or
government mandated fee schedules or discount arrangements. Approximately 14% of our net revenues for the year ended December 31, 2002 were generated by noncontracted and nongovernment payors.
The allowances that we record for these revenues are based on our best estimates of expected actual reimbursement based primarily on historical collections for similar transactions.



Management accounts for income taxes under the asset and liability method. In assessing the realizability of deferred tax assets, management considers whether it
is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets

43

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is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. If, in the opinion of management, it is more likely than not that
some or all of the deferred tax assets may not be realized, deferred tax assets are reduced by a valuation allowance.



Beginning January 1, 2002, we also consider our accounting policy regarding intangible assets to be a critical accounting policy given the significance of
intangible assets as compared to our total assets and the recent changes in accounting for intangible assets required under Statement of Financial Accounting Standards No. 142, Accounting for Goodwill and Other Intangible
Assets(SFAS No. 142), which was issued by the Financial Accounting Standards Board on
July 20, 2001 and was adopted by us as of January 1, 2002. SFAS No. 142 requires the cessation of amortization of goodwill and identifiable intangible assets which do not have
finite lives and requires that all intangible assets be tested for impairment at least annually. We adopted this standard on January 1, 2002, which did not result in impairment in any of our
reporting units, which we determined to be at our operating segment (country) level.

Acquisitions, Equity Investments and Development Projects

In March 2003, we acquired a surgical hospital in Marbella, Spain, for approximately $9.2 million in cash. In addition, we agreed to pay up to an
additional total of $4.8 million to the sellers, depending on the resolution of certain contingencies over the next four years.

During
2002, four surgery centers and two private surgical hospitals developed by us in the United States opened and began performing cases.

In
December 2002, we acquired an additional 29% of a surgery center in Torrance, California, in which we had previously been a minority owner, for $9.3 million in cash,
bringing our total ownership in the facility to 63% and triggering our consolidation of the facility in our financial statements.

In
October 2002, we acquired an 80% interest in a surgery center in Lyndhurst, Ohio, for $8.1 million in cash.

In
August 2002, with an effective date of July 1, 2002, we acquired an additional 35% interest in a surgery center in Arlington, Texas (Arlington) for total consideration
of $8.0 million, consisting of $6.9 million in cash and $1.1 million of our common stock, bringing our total ownership interest in the center to 45%. Because we own a majority of
a subsidiary that owns a majority of the surgery center and maintains effective control through this ownership interest and through our operation of the center pursuant to a management contract, we
consolidated the results of Arlington's operations in our financial statements.

In
June 2002, we acquired a 57% interest in a surgery center in Middleburg Heights, Ohio, a suburb of Cleveland, for $2.1 million in cash.

In
May 2002, we acquired a 67% interest in a surgery center in Corpus Christi, Texas for $10.8 million in cash.

In
March 2002, we acquired SURGICOE Corporation, which owns, manages, and develops surgical facilities in Georgia, Oklahoma, and Texas. We paid the shareholders of SURGICOE
approximately $5.3 million in cash. The terms of the agreement provide for us to make additional payments in the future should certain facilities, including some that are operational and some
that are currently under development, meet specified performance targets.

In
February 2002, we acquired a surgical hospital in Murcia, Spain, for total consideration of approximately $8.2 million in cash (of which $7.5 million was paid
upon the consummation of the

44

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acquisition and $0.7 million will be paid on the first anniversary of the consummation of the acquisition) and approximately $12.6 million in assumed capital lease obligations.

We
also engage in investing transactions that are not business combinations, consisting primarily of purchases and sales of noncontrolling equity interests in surgical facilities and the
investment of additional cash in surgical facilities under development. During the year ended December 31, 2002, these transactions resulted in net cash outflows of $12.4 million. The
most notable transactions were acquisitions of noncontrolling interests in surgery centers in the following markets: Austintown, Ohio, the first of three centers we began operating in northern Ohio in
2002; Destin, Florida, which is our third center in Florida; East Brunswick, New Jersey, through a newly formed joint venture with Robert Wood Johnson University Hospital; and Atlanta, Georgia, where
we increased our existing ownership in one of the six facilities we operate in Georgia.

During
the fourth quarter of 2001, we acquired ownership interests in four surgery centers through separate transactions, expanding to three additional markets in the U.S. In
October 2001, we acquired a 66% interest in a surgical facility in Sarasota, Florida for a total consideration of approximately $3.4 million in cash and approximately $1.3 million
in assumed debt. During November 2001, we completed two acquisitions:(1) an 80% interest in a surgical facility in West Covina, California (Los Angeles area) for a total consideration of
approximately $10.8 million in cash and approximately $1.2 million in assumed debt and (2) an 83% interest in a surgical facility in Fredericksburg, Virginia, for a total
consideration of approximately $6.3 million in cash, a warrant to acquire 25,000 shares of our common stock at a price equal to approximately $16.45 per share and approximately $700,000 in
assumed debt. In December 2001, we expanded our presence in the Los Angeles area by acquiring a 35% interest in a surgical facility in Torrance, California for a total consideration of
approximately $11.0 million.

During
July 2001, we acquired a controlling interest in a surgery center in Fort Worth, Texas for approximately $14.0 million in cash. We had previously operated this
surgery center under a management contract. In addition, in July and August 2001, we opened newly developed surgery centers in Knoxville, Tennessee, and Lawrenceville, Georgia.

On
February 12, 2001, we completed a merger with OrthoLink. The transaction was funded through the issuance of 3,367,651 shares of our common stock to OrthoLink stockholders.
OrthoLink was incorporated in 1996 and, as of February 1, 2001, held a direct or indirect ownership interest in eight surgery centers. We also held an ownership interest in and managed one of
these centers. OrthoLink managed six of the eight surgery centers in which it held an ownership interest and managed two additional surgery centers in which it had no ownership interest. In addition,
OrthoLink has service agreements with 14 physician groups in six states. OrthoLink's physician practice management operations are not, and are not expected to be in the future, a material part of our
business.

In
April 2000, we acquired 100% of the outstanding common stock of Aspen Healthcare Holdings Limited that owns and operates two private surgical hospitals in England. We paid
approximately $89.2 million in cash for that acquisition, approximately $54.0 million of which we borrowed under a credit agreement denominated in British pounds with a commercial
lender. Additionally, during 2000, we acquired two hospitals and a radiology center in Madrid, Spain through three separate transactions. We paid approximately $32.2 million for these three
acquisitions. Also, during 2000, we opened two newly developed surgery centers in the United States.

45

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Sources of Revenue

Revenues primarily include:



The
following table summarizes our revenues by type and as a percentage of total revenue for the periods indicated (dollars in thousands):

Years Ended December 31,2000

2001

2002Net patient service revenue

96
%
86
%
87
%Management and administrative services revenue

2

11

9Equity in earnings of unconsolidated affiliates

1

2

3Other income

1

1

1Total revenue

100
%
100
%
100
%


The
percentage of our total revenues attributable to management and administrative services decreased to 9% for the year ended December 31, 2002 from 11% for 2001 primarily as a
result of the additional net patient service revenue resulting from our acquiring controlling interests in surgical facilities during 2001 and 2002. This percentage had increased to 11% for the year
ended December 31, 2001 from 2% for 2000 primarily as a result of the additional management and administrative services associated with managing unconsolidated facilities and service agreements
added by the acquisition of OrthoLink in February 2001. Our management and administrative services revenues are earned from the following types of activities:

Year ended December 31,2000

2001

2002Management of surgical facilities

$
2,158

$
5,594

$
9,556Consulting and other services provided to physicians and related entities





20,555


21,682Total management and administrative service revenues

$
2,158

$
26,149

$
31,238


The
majority of our management and administrative services revenue earned from providing services to physicians and related entities resulted from our acquisition of OrthoLink Physicians

46

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Corporation (OrthoLink) February 12, 2001. Our results for the year ended December 30, 2001 include only ten and one-half months of OrthoLink operations.

The
following table reflects the summarized results of the unconsolidated facilities that we account for under the equity method of accounting (dollars in thousands):

Year ended December 31,2000

2001

2002Total revenues

$
33,387

$
84,278

$
141,166Depreciation and amortization


2,730


4,552


7,189Operating income


3,669


23,733


41,913Interest expense, net


1,059


1,974


4,077Net income


2,656


21,371


37,279Long-term debt


11,780


27,264


66,596USPI's equity in earnings of unconsolidated affiliates


844


5,879


9,454USPI's implied weighted average ownership percentage based on affiliates' net income(1)


31.8
%

27.5
%

25.4
%USPI's implied weighted average ownership percentage based on affiliates' debt(2)


32.5
%

23.2
%

25.6
%Unconsolidated facilities operated at period end


9


17


26


---

For
the year ended December 31, 2002, approximately 60% of our revenues were generated from operations in the United Stated and 40% from Western Europe. For 2001 and 2000, these
percentages were 55% and 39% for the United States and 45% and 61% for Western Europe, respectively. The increase in the percentage of our revenues generated in the United States and corresponding
decrease in Western Europe resulted from focusing our development and acquisition activities primarily in the United States during 2001 and 2002.

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Results of Operations

The following table summarizes certain statements of operations items expressed as a percentage of revenues for the periods indicated:

|                                                            |  | Years Ended December 31, |   
|----------------------------------------------------------- |  | ------------------------ | --
|
|Total revenues                                              |  | 100.0                    | % 
|Operating expenses, excluding depreciation and amortization |  | 93.2                     |   
|                                                            |  |                          |   
|EBITDA                                                      |  | 6.8                      |   
|Minority interest in income of consolidated subsidiaries    |  | 0.2                      |   
|Depreciation and amortization                               |  | 11.2                     |   
|Interest and other expense, net                             |  | 4.5                      |   
|                                                            |  |                          |   
|Income (loss) before income taxes                           |  | (9.1                     | ) 
|Income tax (expense) benefit                                |  | (0.6                     | ) 
|                                                            |  |                          |   
|Net income (loss)                                           |  | (9.7                     | )%
|                                                            |  |                          |   

---

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

Revenues increased by $98.0 million, or 40%, to $342.4 million for the year ended December 31, 2002 from $244.4 million for the year
ended December 31, 2001. Of this increase, $52.8 million was contributed by facilities acquired or opened since December 31, 2000. The U.S. dollar was weaker
relative to the Eurodollar and the British pound during the year ended December 31, 2002 as compared to the same period in the prior year, resulting in a positive impact of $6.1 million
on year over year revenues for the facilities in Western Europe that we owned in both 2002 and 2001 ("same store" facilities). Absent this foreign exchange impact, same store facilities in Western
Europe contributed $11.6 million more to consolidated revenue in the year ended December 31, 2002 as compared to the same period in 2001. The remaining increase in revenues was
contributed principally by same store U.S. facilities, which performed approximately 17% more cases during the year ended December 31, 2002 as compared to the year ended December 31,
2001.

Operating
expenses, excluding depreciation and amortization, increased by $60.3 million, or 33%, to $244.8 million for the year ended December 31, 2002 from
$184.5 million for the year ended December 31, 2001. Operating expenses, excluding depreciation and amortization, as a percentage of revenues, decreased to 71.5% from 75.5%, primarily as
a result of increasing revenue base, operating efficiencies at our facilities and improved economies of scale as we expanded.

EBITDA
less minority interest increased $30.4 million, or 58%, to $82.7 million for the year ended December 31, 2002 from $52.3 million for the year ended
December 31, 2001. Of this increase in EBITDA less minority interest, $14.9 million was contributed by facilities acquired or opened since December 31, 2000. EBITDA less minority
interest, as a percentage of revenues, increased to 24.2% for the year ended December 31, 2002 from 21.4% for the year ended December 31, 2001, primarily as a result of improved
operating margins at our facilities and the leveraging of our corporate overhead expenses over the increased revenue.

Depreciation
and amortization increased $0.4 million, or 2%, to $26.5 million for the year ended December 31, 2002 from $26.1 million for the year ended
December 31, 2001. This amount remained virtually constant because the reduction in expense resulting from the cessation of goodwill

48

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amortization required under SFAS No. 142 largely offset the additional depreciation on tangible assets acquired through acquisitions. Depreciation and amortization as a percentage of revenues
decreased to 7.7% for the year ended December 31, 2002 from 10.7% for the year ended December 31, 2001 due to our increased revenue.

Interest
expense, net of interest income, increased $7.6 million, or 44%, to $24.9 million for the year ended December 31, 2002 from $17.3 million for the
year ended December 31, 2001, primarily as a result of higher levels of outstanding debt during the year ended December 31, 2002 than during the prior year period. We used a portion of
the proceeds of our two public offerings of common stock to repay senior and subordinated indebtedness in June 2001 and have incurred debt to fund a portion of our acquisition and development
program since that time.

Other
expense, net of other income decreased $6.1 million, or 83%, to $1.2 million for the year ended December 31, 2002 from $7.3 million for the year ended
December 31, 2001, primarily due to the
$7.5 million loss on early retirement of debt recorded in 2001 being so much larger than the $1.1 million impairment of investment securities recorded in 2002.

Provision
for income taxes was a net expense of $10.4 million, representing an effective tax rate of 35%, for the year ended December 31, 2002, compared to a net benefit of
$1.1 million, representing a negative effective tax rate of 69%, for the year ended December 31, 2001. The increase in our actual provision for income taxes and in our overall effective
tax rate primarily results from our accruing no net federal tax expense related to U.S. operations prior to January 1, 2002, at which time we began accruing taxes at rates approximating
statutory rates. We utilized net operating loss carryforwards (NOLs) to offset current period income as our U.S. operations achieved profitability for the first time during 2001, and during the fourth
quarter of 2001 we fully recognized the benefit of all U.S. NOLs generated during our initial years of operations.

Net
income was $19.6 million for the year ended December 31, 2002 compared to $2.8 million for the year ended December 31, 2001. This $16.8 million
improvement results primarily from the increased revenues and improved economies of scale related to expenses discussed above.

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

Revenues increased by $106.0 million, or 77%, to $244.4 million for the year ended December 31, 2001 from $138.4 million for the year
ended December 31, 2000. Of this increase in revenues, $59.0 million was contributed by facilities acquired since December 31, 2000, of which $48.1 million was contributed
by OrthoLink. An additional $10.2 million was attributable to revenue generated in the first quarter of fiscal 2001 by the two hospitals in the United Kingdom. These hospitals were acquired on
April 6, 2000. The exchange rates of the European currencies to the U.S. dollar were lower during the year ended December 31, 2001 as compared to the prior year, resulting in a negative
impact of $2.5 million on year over year revenues for the facilities in Western Europe that were owned in both 2001 and 2000 ("same store" facilities). Absent this foreign exchange impact, same
store facilities in Western Europe contributed $9.3 million more to consolidated revenue in the year ended December 31, 2001 as compared to 2000. The remaining increase in revenues was
contributed by same store U.S. facilities, which performed approximately 18% more cases in the year ended December 31, 2001 as compared to 2000.

Operating
expenses, excluding depreciation and amortization, increased by $67.9 million, or 58%, to $184.5 million for the year ended December 31, 2001 from
$116.6 million for 2000. Operating expenses, excluding depreciation and amortization, as a percentage of revenues, decreased to 75.5% for the year ended December 31, 2001 from 84.3% for
2000, primarily as a result of improved economies of scale as we expanded.

49

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EBITDA
less minority interest increased $32.9 million, or 169%, to $52.3 million for the year ended December 31, 2001 from $19.5 million for 2000. Of this
increase in EBITDA less minority interest, $20.4 million was contributed by facilities acquired since December 31, 2000. EBITDA less minority interest, as a percentage of revenues,
increased to 21.4% for the year ended December 31, 2001 from 14.1% for 2000, primarily as a result of an improvement of operating margins at our facilities operated in joint ventures with
healthcare systems and the leveraging of our corporate overhead expenses over the increased revenue.

Depreciation
and amortization increased $12.0 million, or 85%, to $26.1 million for the year ended December 31, 2001 from $14.1 million for 2000 as a result
of amortization of the goodwill and other intangibles and depreciation of the additional property and equipment associated with the acquisitions completed during 2000 and 2001. Depreciation and
amortization, as a percentage of revenues, increased to 10.7% for the year ended December 31, 2001 from 10.2% for 2000, primarily as a result of the amortization of management contracts and
other intangibles associated with the OrthoLink acquisition. In accordance with a preadoption requirement of SFAS No. 142, we did not amortize goodwill resulting from acquisitions consumated
after June 30, 2001.

Interest
expense, net of interest income, increased 49% to $17.3 million for the year ended December 31, 2001 from $11.6 million for 2000, primarily as a result of
the debt assumed in connection with the OrthoLink acquisition and additional borrowings to finance other acquisitions during 2000 and 2001.

Other
expense, net of other income, increased $6.5 million to $7.3 million for the year ended December 31, 2001 from $0.8 million for 2001, primarily as a
result of our recording a $7.5 million loss on early retirement of debt in 2001, as a result of the early termination of our credit facility in Spain and the retirement of the Senior
Subordinated Notes of USP Domestic Holdings, Inc., one of our wholly-owned subsidiaries, using the proceeds of our $150 million senior subordinated debt offering. The items included in
the loss consisted primarily of unamortized debt issuance costs of the Spain credit facility and unamortized discount related to the Senior Subordinated Notes.

Provision
for income taxes was a benefit of $1.1 million for the year ended December 31, 2001 and expense of $1.1 million for 2000. Our tax provision for both years
consists primarily of taxes on income generated in the U.K., Spanish taxes on the income of entities that were not eligible for inclusion in the consolidated tax group in that country and state income
taxes in the U.S. As of December 31, 2001, the benefit of essentially all U.S. net operating losses that were not subject to significant change in control limitations have been recognized in
our financial statements, resulting in a net tax benefit for 2001, and we expect our effective tax rate in future periods will more closely approximate statutory rates.

Net
income was $2.7 million for the year December 31, 2001 as compared to a net loss of $8.2 million for 2000. This $10.9 million improvement primarily
results from the increased revenues and improved economies of scale related to expenses discussed above.

Liquidity and Capital Resources

During November 2002, we entered into a second amended and restated credit facility with a group of commercial lenders providing us with the ability to
borrow up to $115.0 million for acquisitions and general corporate purposes in the United States and Spain or for any new subsidiary that becomes a guarantor of the facility. A total of
$15.0 million of borrowings under the facility may be used by subsidiaries that are not guarantors, including subsidiaries in the United Kingdom. Borrowings under our second amended and
restated credit facility mature on November 7, 2005. As of December 31, 2002, no amounts were outstanding under this facility and $39.0 million was available for borrowing based
on actual reported consolidated financial results. Maximum availability under the facility is based upon pro forma EBITDA including EBITDA from acquired entities. Assuming

50

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historical purchase multiples of annual EBITDA of potential acquisition targets, approximately $84.0 million would be available for borrowing to finance acquisitions as of December 31,
2002, of which none was drawn at December 31, 2002. Our second amended and restated credit facility agreement and the indenture governing our Senior Subordinated Notes contain various
restrictive covenants including covenants that limit our ability and the ability of certain of our subsidiaries to borrow money or guarantee other indebtedness, grant liens on our assets, make
investments, use assets as security in other transactions, pay dividends on stock, enter into sale and leaseback transactions or sell assets or capital stock.

In
October 2002, we received, after offering costs of approximately $4.0 million, net proceeds of approximately $49.1 million from an offering of
2.415 million shares of our common stock, which included 315,000 shares attributable to the underwriters' exercise of their over-allotment option. Net proceeds were used as follows:



During
the year ended December 31, 2002, we generated $59.2 million of cash flows from operations as compared to $40.9 million during 2001 and $11.0 million
during 2000. During the year ended December 31, 2002, our net cash required for investing activities was $91.5 million, consisting primarily of $62.4 million for the purchase of
businesses and $30.1 million for the purchase of property and equipment. The $62.4 million primarily represents purchases of new businesses, net of cash received, and incremental
investments in unconsolidated affiliates. The most significant of these transactions were the $10.8 million paid for the surgery center in Corpus Christi, Texas, the $8.1 million paid to
acquire the surgery center in Lyndhurst, Ohio, the $9.3 million paid to acquire the additional interest in the surgery center in Torrance, California, the $7.5 million paid for the
surgical hospital in Murcia, Spain, the $6.9 million paid to acquire the additional interest in the surgery center in Arlington, Texas, and the $5.3 million paid to acquire Surgicoe.
Approximately $12.0 million of the property and equipment purchases related to ongoing development projects, and the remaining $18.1 million primarily represents purchases of equipment
at existing facilities. The $91.5 million of cash required for investing activities was funded with the cash flows from operations noted above and borrowings under our credit facilities, which
were subsequently repaid with the proceeds from our stock offering. Net cash provided during the year ended December 31, 2002 by financing activities totaled $45.4 million and resulted
primarily from proceeds of a stock offering. Cash and cash equivalents were $47.6 million at December 31, 2002 as compared to $33.9 million at December 31, 2001 and net
working capital was $51.4 million at December 31, 2002 as compared to $40.3 million in the prior year.

The
credit agreement in the United Kingdom provides for total borrowings of £42.0 million (approximately $67.6 million as of December 31, 2002) under
three separate facilities. At December 31, 2002, total outstanding borrowings under this credit agreement were approximately $53.7 million and approximately $3.0 million was
available for borrowings.. Borrowings under the United Kingdom credit facility bear interest at rates of 1.50% to 2.00% over LIBOR and mature in April 2010. We pledged the capital stock of our
U.K. subsidiaries to secure borrowings under the United Kingdom credit facility. We were in compliance with all covenants under our credit agreements as of December 31, 2002.

51

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Our
obligations under debt and lease contracts as of December 31, 2002 may be summarized as follows:

|                                   |                                          | Payments Due by Period (In Thousands)
|---------------------------------- | ---------------------------------------- | -------------------------------------
|
|Long term debt:                    |                                          |                                      
|                                   | Senior Subordinated Notes                |                                      
|                                   | U.S. Credit Facility                     |                                      
|                                   | U.K. Credit Facility                     |                                      
|                                   | Loans from former owners of subsidiaries |                                      
|                                   | Other Debt at operating subsidiaries     |                                      
|Capitalized lease obligations:     |                                          |                                      
|                                   | U.S. operating subsidiaries              |                                      
|                                   | Western Europe operating subsidiaries    |                                      
|Operating lease obligations:       |                                          |                                      
|                                   | U.S. operating subsidiaries              |                                      
|                                   | Western Europe operating subsidiaries    |                                      
|                                   |                                          |                                      
|Total contractual cash obligations |                                          | $                                    
|                                   |                                          |                                      

Our
operating subsidiaries, many of which have minority owners who share in the cash flow of these entities, have debt consisting primarily of capitalized lease obligations. This debt is
generally non-recourse to USPI, the parent company, and is generally secured by the assets of those operating entities. The total amount of these obligations, which was
$74.8 million at December 31, 2002, is included in our consolidated balance sheet because the borrower or obligated entity meets the requirements for consolidated financial reporting.
Our average percentage ownership, weighted based on the individual subsidiary's amount of debt and capitalized leased obligations, of these consolidated subsidiaries was 84.5% at December 31,
2002. Additionally, our unconsolidated affiliates that we account for under the equity method have debt and capitalized lease obligations that are generally non-recourse to USPI and are
not included in our consolidated financial statements. At December 31, 2002, the total obligations of these unconsolidated affiliates under debt and capital lease obligations was approximately
$66.6 million. Our average percentage ownership, weighted based on the individual affiliate's amount of debt and capitalized lease obligations, of these unconsolidated affiliates was 25.6% at
December 31, 2002. USPI or one of its wholly owned subsidiaries had collectively guaranteed $9.0 million of the $66.6 million in total debt and capital lease obligations of our
unconsolidated affiliates as of December 31, 2002.

These
unconsolidated affiliates are limited partnerships, limited liability partnerships or limited liability companies that own operational surgical facilities or surgical facilities
that are under development. None of these affiliates provide financing, liquidity, or market or credit risk support for us. They also do not engage in leasing, hedging, research and development
services with us. Moreover, we do not believe that they expose us to any of their liabilities that are not otherwise reflected in our consolidated financial statements. We are not obligated to fund
losses or otherwise provide additional funding to these affiliates other than as we determine to be economically required in order to successfully implement our development plans.

Currently,
USPI and its affiliates have one surgery center and one private surgical hospital under construction and two additional surgery centers in the planning stage in the United
States. A typical surgery center costs from $5.0 to $6.0 million to develop, including construction, equipment and initial

52

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operating losses. These costs vary depending on the range of specialties that will be undertaken at the facility. Our affiliates have budgeted an average of $4.8 million for development costs
for each of the three surgery center projects and approximately $21.5 million for the surgical hospital project. For the surgical facilities where construction has begun, equity contributions
have been made, including those required of USPI, and external financing has been put in place at the unconsolidated affiliate and no additional financing needs are anticipated. Development costs are
typically funded with approximately 50% debt at the entity level with the remainder provided as equity from the owners of the entity.

In
addition to the current development projects in the United States, our Parkside Hospital in London is developing a cancer treatment center that is expected to become operational
during the second quarter of 2003. The remaining costs of this project are estimated to be approximately £4.0 ($6.4 million), which we anticipate funding with borrowings under our
credit facilities and cash flows from operations.

Our
acquisition and development program will require substantial capital resources, which we estimate to range from $35.0 million to $50.0 million per year over the next
three years, including an estimated $3.5 million related to additional consideration to the sellers of acquired facilities based upon those facilities achieving certain financial targets. In
addition, the operations of our existing surgical facilities will require ongoing capital expenditures. We believe that existing funds, cash flows from operations and borrowings under our credit
facilities will provide sufficient liquidity for the next twelve months. Thereafter, it is likely that we will require additional debt or equity financing for our acquisitions and development
projects. There are no assurances that needed capital will be available on acceptable terms, if at all. If we are unable to obtain funds when needed or on acceptable terms, we will be required to
curtail our acquisition and development program.

New Accounting Pronouncements

In June 2002, the FASB issued SFAS No. 146,Accounting for Costs Associated with Exit or Disposal
Activities. This standard requires that a liability for costs associated with an exit or disposal activity be recognized when the liability is incurred. Under previous
accounting standards, a liability for an exit cost (as defined by the standard) was recognized at the date of an entity's commitment to an exit plan. The provisions of SFAS No. 146 are
effective for exit or disposal activities initiated after December 31, 2002. To the extent that we initiate exit or disposal activities after this date, SFAS No. 146 might have a
material effect on our results of operations or financial position.

In
November 2002, the FASB issued Interpretation No. 45,Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees
of Indebtedness to Others(FIN 45). FIN 45 addresses financial accounting for and disclosure of guarantees, requiring certain guarantees issued or modified after
December 31, 2002 to be recorded at fair value. This treatment differs from the existing treatment, under SFAS No. 5,Accounting for
Contingencies, of recording a liability only when a loss is probable and reasonably estimable. We adopted the disclosure requirements, which apply to existing guarantees as
well as newly issued ones, as of December 31, 2002. The portion of the standard requiring certain guarantees to be recorded at fair value was adopted January 1, 2003, and is not expected
to have a material impact on our financial position and results of operations.

In
December 2002, the FASB issued SFAS No. 148,Accounting for Stock-Based CompensationTransition and Disclosure. This
new standard amends SFAS No. 123,Accounting for Stock-Based Compensation, to provide for alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-based employee compensation. In addition, the standard amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements. Certain of the disclosure modifications are required for fiscal years ending after December 15, 2002 and were adopted by
us as of December 31, 2002.

53

---

In
January 2003, the FASB issued Interpretation No. 46,Consolidation of Variable Interest Entities, an Interpretation of ARB
No. 51(FIN 46). FIN 46 addresses the consolidation by business enterprises of variable interest entities, as defined in the Interpretation, and is
applicable for years ending after June 15, 2003 to interests in variable interest entities created or obtained after January 31, 2003. We do not expect the application of this standard
to have a material impact on our financial position or results of operations.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We have exposure to interest rate risk related to our financing, investing and cash management activities. Historically, we have not held or issued derivative
financial instruments other than the use of variable-to-fixed interest rate swaps for portions of our borrowings under credit facilities with commercial lenders as required by
the credit agreements. We do not use derivative financial instruments for speculative purposes. Our financing arrangements with commercial lenders are based on a spread over LIBOR or Euribor. At
December 31, 2002, $148.9 million of our total outstanding debt was the Senior Subordinated Notes, which were issued in December 2001 at a 0.8% discount and bear interest at a
fixed rate of 10%, $2.7 million was in other fixed rate instruments and the remaining $57.0 million was in variable rate instruments. Accordingly, a hypothetical 100 basis point increase
in market interest rates would result in additional annual interest expense of $0.6 million. The Senior Subordinated Notes, which represent 98% of our total fixed rate debt at
December 31, 2002 are considered to have a fair value, based upon recent trading, of $155.4 million, which is approximately $6.5 million higher than the carrying value at
December 31, 2002.

Our
international revenues are a growing portion of our total revenues. We are exposed to risks associated with operating internationally, including:



Our
international operations operate in a natural hedge to a large extent because all operating expenses and revenues are denominated in local currency. Additionally, our borrowings in
the United Kingdom are currently denominated in local currency. Historically, the cash flow generated from our operations in Spain and the United Kingdom have been utilized within each of those
countries to finance development and acquisition activity as well as for repayment of debt denominated in local currency. Accordingly, we have not utilized financial instruments to hedge our foreign
currency exchange risk.

Inflation
and changing prices have not significantly affected our operating results or the markets in which we perform services.

Item 8. Financial Statements and Supplementary Data

For the financial statements and supplementary data required by this Item 8, see the Index to Consolidated Financial Statements included elsewhere in this
Form 10-K.

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

None.

PART III

Item 10. Directors and Executive Officers of the Registrant

The response to this item will be included in the Company's Proxy Statement for its Annual Meeting of Stockholders to be held in 2003 and is incorporated herein
by reference.

54

---

Item 11. Executive Compensation

The response to this item will be included in the Company's Proxy Statement for its Annual Meeting of Stockholders to be held in 2003 and is incorporated herein
by reference.

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

The response to this item will be included in the Company's Proxy Statement for its Annual Meeting of Stockholders to be held in 2003 and is incorporated herein
by reference.

Item 13. Certain Relationships and Related Transactions

The response to this item will be included in the Company's Proxy Statement for its Annual Meeting of Stockholders to be held in 2003 and is incorporated herein
by reference.

Item 14. Controls and Procedures

The Chairman and Chief Executive Officer and Chief Financial Officer of the Company (its principal executive officer and principal financial officer,
respectively) have evaluated the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) as of a date within 90 days of the filing date of this
Annual Report on Form 10-K. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company's disclosure controls and procedures are
effective in timely alerting them to material information required to be included in the Company's periodic SEC filings. There were no significant changes in the Company's internal controls, or in
other factors that could significantly affect these controls, subsequent to the date of such evaluation.

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

(a)    1.    Financial Statements

The following financial statements are filed as part of this Form 10-K:

|Independent Auditors' Report of KPMG LLP                                                                    |  | F-1
|----------------------------------------------------------------------------------------------------------- |  | ---
|Consolidated Balance Sheets as of December 31, 2002 and 2001                                                |  | F-2
|Consolidated Statements of Operations for the years ended December 31, 2002, 2001 and 2000                  |  | F-4
|Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2002, 2001 and 2000 |  | F-5
|Consolidated Statements of Stockholders' Equity for the years ended December 31, 2002, 2001 and 2000        |  | F-6
|Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000                  |  | F-7
|Notes to Consolidated Financial Statements                                                                  |  | F-8

55

---

Independent Auditors' Report

The Board of Directors
United Surgical Partners International, Inc.:

We
have audited the accompanying consolidated balance sheets of United Surgical Partners International, Inc. and subsidiaries as of December 31, 2002 and 2001, and the related
consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for each of the years in the three year period ended December 31, 2002. These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of United Surgical Partners International, Inc. and
subsidiaries as of December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the years in the three year period ended December 31, 2002, in
conformity with accounting principles generally accepted in the United States of America.

As
discussed in Note 6 to the consolidated financial statements, United Surgical Partners International, Inc. and subsidiaries fully adopted the provisions of Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets" in 2002.



Dallas,
Texas
February 19, 2003

F-1

---



UNITED SURGICAL PARTNERS INTERNATIONAL, INC.
AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except per share amounts)

December 31, 2002 and 2001

|                                                                                               |                           | 2002 |         | 2001   
|---------------------------------------------------------------------------------------------- | ------------------------- | ---- | ------- | -------
|
|Cash and cash equivalents                                                                      |                           | $    | 47,571  |        
|Patient receivables, net of allowance for doubtful accounts of $7,154 and $4,726, respectively |                           |      | 39,176  |        
|Other receivables (note 4)                                                                     |                           |      | 34,735  |        
|Inventories of supplies                                                                        |                           |      | 7,756   |        
|Deferred tax asset, net                                                                        |                           |      | 5,657   |        
|Prepaids and other current assets                                                              |                           |      | 7,001   |        
|                                                                                               |                           |      |         |        
|                                                                                               | Total current assets      |      |         | 141,896
|Property and equipment, net (note 5)                                                           |                           |      | 270,387 |        
|Investments in affiliates (note 3)                                                             |                           |      | 18,696  |        
|Intangible assets, net (note 6)                                                                |                           |      | 287,584 |        
|Other assets                                                                                   |                           |      | 8,722   |        
|                                                                                               |                           |      |         |        
|                                                                                               | Total assets              |      | $       | 727,285
|                                                                                               |                           |      |         |        
|Liabilities and Stockholders' Equity                                                           |                           |      |        
|Accounts payable                                                                               |                           | $    | 25,989  |        
|Accrued salaries and benefits                                                                  |                           |      | 20,322  |        
|Due to affiliates                                                                              |                           |      | 6,890   |        
|Accrued interest                                                                               |                           |      | 1,650   |        
|Current portion of long-term debt (note 8)                                                     |                           |      | 13,132  |        
|Other accrued expenses                                                                         |                           |      | 22,501  |        
|Deferred tax liability, net                                                                    |                           |      |        |        
|                                                                                               |                           |      |         |        
|                                                                                               | Total current liabilities |      |         | 90,484 
|                                                                                               |                           |      |         |        
|Long-term debt, less current portion (note 8)                                                  |                           |      | 263,571 |        
|Other long-term liabilities                                                                    |                           |      | 4,532   |        
|Deferred tax liability, net                                                                    |                           |      | 19,577  |        
|                                                                                               |                           |      |         |        
|                                                                                               | Total liabilities         |      |         | 378,164
|Minority interests (note 3)                                                                    |                           |      | 26,860  |        
|Commitments and contingencies (notes 9 and 17)                                                 |                           |      |         |        

(Continued)

F-2

---

|                                        |                                                                                         | 2002                                                                                                                           |                                            | 2001    |    
|--------------------------------------- | --------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | ------- | ---
|Stockholders' equity (notes 10 and 11): |                                                                                         |                                                                                                                                |                                            |         |    
|                                        | Common stock                                                                            |                                                                                                                                |                                            |         |    
|                                        |                                                                                         | Other, $0.01 par value; 200,000 shares authorized; 27,306 and 24,436 shares issued at December 31, 2002 and 2001, respectively |                                            |         | 273
|                                        | Additional paid-in capital                                                              |                                                                                                                                |                                            | 320,750 |    
|                                        | Treasury stock, at cost, 202 and 334 shares at December 31, 2002 and 2001, respectively |                                                                                                                                |                                            | (3,733  | )  
|                                        | Deferred compensation                                                                   |                                                                                                                                |                                            | (1,226  | )  
|                                        | Receivables from sales of common stock                                                  |                                                                                                                                |                                            | (191    | )  
|                                        | Accumulated other comprehensive income (loss), net of tax                               |                                                                                                                                |                                            | 3,290   |    
|                                        | Retained earnings (accumulated deficit)                                                 |                                                                                                                                |                                            | 3,098   |    
|                                        |                                                                                         |                                                                                                                                |                                            |         |    
|                                        |                                                                                         |                                                                                                                                | Total stockholders' equity                 |         |    
|                                        |                                                                                         |                                                                                                                                |                                            |         |    
|                                        |                                                                                         |                                                                                                                                | Total liabilities and stockholders' equity |         | $  
|                                        |                                                                                         |                                                                                                                                |                                            |         |    

See
accompanying notes to consolidated financial statements.

F-3

---

UNITED SURGICAL PARTNERS INTERNATIONAL, INC.  AND SUBSIDIARIES        Consolidated Statements of Operations        (in thousands, except per share amounts)

|                                                                           |         | Years ended December 31,                              |        
|-------------------------------------------------------------------------- | ------- | ----------------------------------------------------- | -------
|
|Net patient service revenue                                                |         | $                                                     | 298,694
|Management and administrative services revenue                             |         |                                                       | 31,238 
|Equity in earnings of unconsolidated affiliates                            |         |                                                       | 9,454  
|Other income                                                               |         |                                                       | 3,000  
|                                                                           |         |                                                       |        
|                                                                           |         | Total revenues                                        |        
|                                                                           |         |                                                       |        
|Salaries, benefits and other employee costs                                |         |                                                       | 87,872 
|Medical services and supplies                                              |         |                                                       | 66,075 
|Other operating expenses                                                   |         |                                                       | 60,860 
|General and administrative expenses                                        |         |                                                       | 23,690 
|Provision for doubtful accounts                                            |         |                                                       | 6,330  
|Depreciation and amortization                                              |         |                                                       | 26,530 
|                                                                           |         |                                                       |        
|                                                                           |         | Total operating expenses                              |        
|                                                                           |         |                                                       |        
|                                                                           |         | Operating income                                      |        
|Interest income                                                            |         |                                                       | 792    
|Interest expense                                                           |         |                                                       | (25,721
|Loss on early retirement of debt (note 8)                                  |         |                                                       |       
|Impairment of investment securities (note 7)                               |         |                                                       | (1,057 
|Other                                                                      |         |                                                       | (151   
|                                                                           |         |                                                       |        
|                                                                           |         | Total other expense, net                              |        
|                                                                           |         |                                                       |        
|                                                                           |         | Income (loss) before minority interest                |        
|Minority interest in income of consolidated subsidiaries                   |         |                                                       | (14,846
|                                                                           |         |                                                       |        
|                                                                           |         | Income (loss) before income taxes                     |        
|Income tax (expense) benefit (note 13)                                     |         |                                                       | (10,446
|                                                                           |         |                                                       |        
|                                                                           |         | Net income (loss)                                     |        
|Preferred stock dividends                                                  |         |                                                       |       
|                                                                           |         |                                                       |        
|                                                                           |         | Net income (loss) attributable to common stockholders |        
|                                                                           |         |                                                       |        
|Net income (loss) per share attributable to common stockholders (note 15): |         |                                                       |        
|                                                                           | Basic   |                                                       | $      
|                                                                           | Diluted |                                                       | $      
|Weighted average number of common shares:                                  |         |                                                       |        
|                                                                           | Basic   |                                                       |        
|                                                                           | Diluted |                                                       |        

See
accompanying notes to consolidated financial statements.

F-4

---



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

|                                                 |                                          | Years Ended December 31, |                                  
|------------------------------------------------ | ---------------------------------------- | ------------------------ | ---------------------------------
|
|Net income (loss)                                |                                          | $                        | 19,600                           
|Other comprehensive income (loss), net of taxes: |                                          |                          |                                  
|                                                 | Foreign currency translation adjustments |                          |                                  
|                                                 | Minimum pension liability adjustment     |                          |                                  
|                                                 | Unrealized gains on securities           |                          |                                  
|                                                 |                                          |                          |                                  
|                                                 |                                          |                          | Other comprehensive income (loss)
|                                                 |                                          |                          |                                  
|                                                 |                                          |                          | Comprehensive income (loss)      
|                                                 |                                          |                          |                                  

See accompanying notes to consolidated financial statements.

F-5

---

UNITED SURGICAL PARTNERS INTERNATIONAL, INC.
AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
For the years ended December 31, 2002, 2001 and 2000
(in thousands)

|                                                             |  | Series C Preferred Stock |   | Common stock |         |   |        |   |   |     |  |         |   |        |   |        |   |        |  
|------------------------------------------------------------ |  | ------------------------ | - | ------------ | ------- | - | ------ | - | - | --- |  | ------- | - | ------ | - | ------ | - | ------ | -
|
|
|Balance, December 31, 1999                                   |  |                         |   | $            |        |   | 7,306  |   | $ | 73  |  | 55,984  |   | (344   | ) |       |   | (1,104 | )
|Issuance of common stock and exercise of stock options       |  |                         |   |              |        |   | 983    |   |   | 10  |  | 10,429  |   |       |   |       |   | (1,869 | )
|Issuance of Series C preferred stock                         |  | 19                       |   |              | 15,950  |   |       |   |   |    |  | (7      | ) |       |   |       |   |       |  
|Issuance of warrants                                         |  |                         |   |              |        |   |       |   |   |    |  | 2,800   |   |       |   |       |   |       |  
|Issuance of stock options                                    |  |                         |   |              |        |   |       |   |   |    |  | 505     |   |       |   | (505   | ) |       |  
|Amortization of deferred compensation                        |  |                         |   |              |        |   |       |   |   |    |  |        |   |       |   | 10     |   |       |  
|Accrued dividends on preferred stock                         |  |                         |   |              | 3,797   |   |       |   |   |    |  | (5,971  | ) |       |   |       |   |       |  
|Net loss                                                     |  |                         |   |              |        |   |       |   |   |    |  |        |   |       |   |       |   |       |  
|Foreign currency translation adjustments, net of taxes       |  |                         |   |              |        |   |       |   |   |    |  |        |   |       |   |       |   |       |  
|                                                             |  |                          |   |              |         |   |        |   |   |     |  |         |   |        |   |        |   |        |  
|Balance, December 31, 2000                                   |  | 19                       |   |              | 19,747  |   | 8,289  |   |   | 83  |  | 63,740  |   | (344   | ) | (495   | ) | (2,973 | )
|Issuance of common stock and exercise of stock options       |  |                         |   |              |        |   | 13,904 |   |   | 139 |  | 180,978 |   | 1,086  |   |       |   | 454    |  
|Accrued dividends on preferred stock                         |  |                         |   |              | 594     |   |       |   |   |    |  | (2,684  | ) |       |   |       |   |       |  
|Issuance of warrants                                         |  |                         |   |              |        |   |       |   |   |    |  | 169     |   |       |   |       |   |       |  
|Repurchases of common stock                                  |  |                         |   |              |        |   | (341   | ) |   |    |  |        |   | (6,651 | ) |       |   | 1,345  |  
|Conversion of Series C convertible preferred stock           |  | (19                      | ) |              | (20,341 | ) | 1,937  |   |   | 19  |  | 20,322  |   |       |   |       |   |       |  
|Conversion of convertible subordinated note                  |  |                         |   |              |        |   | 313    |   |   | 3   |  | 3,284   |   |       |   |       |   |       |  
|Amortization of deferred compensation                        |  |                         |   |              |        |   |       |   |   |    |  |        |   |       |   | 126    |   |       |  
|Net income                                                   |  |                         |   |              |        |   |       |   |   |    |  |        |   |       |   |       |   |       |  
|Foreign currency translation adjustments, net of taxes       |  |                         |   |              |        |   |       |   |   |    |  |        |   |       |   |       |   |       |  
|                                                             |  |                          |   |              |         |   |        |   |   |     |  |         |   |        |   |        |   |        |  
|Balance, December 31, 2001                                   |  |                         |   |              |        |   | 24,102 |   |   | 244 |  | 265,809 |   | (5,909 | ) | (369   | ) | (1,174 | )
|Issuance of common stock and exercise of stock options       |  |                         |   |              |        |   | 3,034  |   |   | 29  |  | 54,667  |   | 3,035  |   | (1,230 | ) | 983    |  
|Repurchases of common stock                                  |  |                         |   |              |        |   | (32    | ) |   |    |  | 274     |   | (859   | ) |       |   |       |  
|Amortization of deferred compensation                        |  |                         |   |              |        |   |       |   |   |    |  |        |   |       |   | 373    |   |       |  
|Net income                                                   |  |                         |   |              |        |   |       |   |   |    |  |        |   |       |   |       |   |       |  
|Foreign currency translation adjustments, net of taxes       |  |                         |   |              |        |   |       |   |   |    |  |        |   |       |   |       |   |       |  
|Unrealized gains on securities                               |  |                         |   |              |        |   |       |   |   |    |  |        |   |       |   |       |   |       |  
|Minimum pension liability adjustment                         |  |                         |   |              |        |   |       |   |   |    |  |        |   |       |   |       |   |       |  
|                                                             |  |                          |   |              |         |   |        |   |   |     |  |         |   |        |   |        |   |        |  
|Balance, December 31, 2002                                   |  |                         |   | $            |        |   | 27,104 |   | $ | 273 |  | 320,750 |   | (3,733 | ) | (1,226 | ) | (191   | )
|                                                             |  |                          |   |              |         |   |        |   |   |     |  |         |   |        |   |        |   |        |  
|See accompanying notes to consolidated financial statements. |  |                          |  

F-6

---



UNITED SURGICAL PARTNERS INTERNATIONAL, INC.  AND SUBSIDIARIES        Consolidated Statements of Cash Flows        (in thousands)

|                                                     |                                                                                          | Years ended December 31,                                                                                                         |       
|---------------------------------------------------- | ---------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------- | ------
|
|Cash flows from operating activities:                |                                                                                          |                                                                                                                                  |       
|                                                     | Net income (loss)                                                                        |                                                                                                                                  | $     
|                                                     | Adjustments to reconcile net income (loss) to net cash provided by operating activities: |                                                                                                                                  |       
|                                                     |                                                                                          | Provision for doubtful accounts                                                                                                  |       
|                                                     |                                                                                          | Depreciation and amortization                                                                                                    |       
|                                                     |                                                                                          | Amortization of discount on debt and debt issue costs                                                                            |       
|                                                     |                                                                                          | Deferred income taxes                                                                                                            |       
|                                                     |                                                                                          | Gain on equipment disposals                                                                                                      |       
|                                                     |                                                                                          | Impairment of investment securities                                                                                              |       
|                                                     |                                                                                          | Loss on early retirement of debt                                                                                                 |       
|                                                     |                                                                                          | Equity in earnings of unconsolidated affiliates                                                                                  |       
|                                                     |                                                                                          | Minority interest in income of consolidated subsidiaries                                                                         |       
|                                                     |                                                                                          | Amortization of deferred compensation                                                                                            |       
|                                                     |                                                                                          | Increases (decreases) in cash from changes in operating assets and liabilities, net of effects from purchases of new businesses: |       
|                                                     |                                                                                          |                                                                                                                                  |       
|                                                     |                                                                                          |                                                                                                                                  |       
|                                                     |                                                                                          |                                                                                                                                  |       
|                                                     |                                                                                          |                                                                                                                                  |       
|                                                     |                                                                                          |                                                                                                                                  |       
|                                                     |                                                                                          |                                                                                                                                  |       
|                                                     |                                                                                          |                                                                                                                                  |       
|                                                     |                                                                                          |                                                                                                                                  |       
|Cash flows from investing activities:                |                                                                                          |                                                                                                                                  |       
|                                                     | Purchases of new businesses, net of cash received                                        |                                                                                                                                  |       
|                                                     | Purchases of property and equipment                                                      |                                                                                                                                  |       
|                                                     | Sale of property                                                                         |                                                                                                                                  |       
|                                                     | Increase in deposits                                                                     |                                                                                                                                  |       
|                                                     | Cash released from escrow                                                                |                                                                                                                                  |       
|                                                     |                                                                                          |                                                                                                                                  |       
|                                                     |                                                                                          |                                                                                                                                  |       
|                                                     |                                                                                          |                                                                                                                                  |       
|Cash flows from financing activities:                |                                                                                          |                                                                                                                                  |       
|                                                     | Proceeds from long-term debt                                                             |                                                                                                                                  |       
|                                                     | Payments on long-term debt                                                               |                                                                                                                                  |       
|                                                     | Proceeds from issuance of common stock                                                   |                                                                                                                                  |       
|                                                     | Payments to repurchase common stock                                                      |                                                                                                                                  |       
|                                                     | Proceeds from issuance of preferred stock and warrants                                   |                                                                                                                                  |       
|                                                     | Payments for the redemption and dividends of preferred stock                             |                                                                                                                                  |       
|                                                     | Distributions on investments in affiliates                                               |                                                                                                                                  |       
|                                                     |                                                                                          |                                                                                                                                  |       
|                                                     |                                                                                          |                                                                                                                                  |       
|                                                     |                                                                                          |                                                                                                                                  |       
|Effect of exchange rate changes on cash              |                                                                                          |                                                                                                                                  | 574   
|                                                     |                                                                                          |                                                                                                                                  |       
|Net increase (decrease) in cash and cash equivalents |                                                                                          |                                                                                                                                  | 13,690
|Cash and cash equivalents at beginning of year       |                                                                                          |                                                                                                                                  | 33,881
|                                                     |                                                                                          |                                                                                                                                  |       
|Cash and cash equivalents at end of year             |                                                                                          | $                                                                                                                                | 47,571
|                                                     |                                                                                          |                                                                                                                                  |       
|Supplemental information:                            |                                                                                          |                                                                                                                                  |       
|                                                     | Interest paid, net of amounts capitalized                                                |                                                                                                                                  | $     
|                                                     | Income taxes paid                                                                        |                                                                                                                                  |       
|                                                     | Non-cash transactions:                                                                   |                                                                                                                                  |       
|                                                     |                                                                                          | Debt issued for purchases of new business                                                                                        |       
|                                                     |                                                                                          | Repurchases of common stock using noncash assets                                                                                 |       
|                                                     |                                                                                          | Issuance of common stock for service contracts                                                                                   |       
|                                                     |                                                                                          | Sale of common stock for notes receivable from employees, net                                                                    |       
|                                                     |                                                                                          | Common stock, options, and warrants issued for purchases of new businesses                                                       |       
|                                                     |                                                                                          | Conversion of convertible preferred stock to common                                                                              |       
|                                                     |                                                                                          | Accrued dividends on preferred stock                                                                                             |       
|                                                     |                                                                                          | Assets acquired under capital lease obligations                                                                                  |       
|                                                     |                                                                                          | Conversion of subordinated debt to redeemable preferred stock                                                                    |       
|                                                     |                                                                                          | Conversion of subordinated debt to common stock                                                                                  |       

See accompanying notes to consolidated financial statements.

F-7

---



UNITED SURGICAL PARTNERS INTERNATIONAL, INC.  AND SUBSIDIARIES        Notes to Consolidated Financial Statements        December 31, 2002 and 2001





F-8

---







F-9

---









F-10

---







Years Ended December 31,2002

2001

2000Net income (loss) attributable to common stockholdersAs reported

$
19,600

$
66

$
(14,134
)Pro forma


16,187


(792
)

(14,615
)Basic earnings (loss) per shareAs reported

$
0.79





(1.80
)Pro forma


0.65


(0.04
)

(1.86
)Diluted earnings (loss) per shareAs reported

$
0.75





(1.80
)Pro forma


0.62


(0.04
)

(1.86
)




F-11

---







F-12

---





Goodwill

$
45,333Management contracts not subject to amortization (indefinite)


2,816Management contracts subject to amortization


1,469Total

$
49,618




F-13

---



Years ended December 31
(unaudited)2002

2001Net revenues

$
362,706

$
285,409Net income


20,186


5,214Diluted earnings per share


0.77


0.13








Estimated
useful lives

2002

2001Land and land improvements



$
24,690

$
21,882Buildings and leasehold improvements

7-50 years


164,068


129,042Equipment

3-12 years


168,534


115,664Furniture and fixtures

4-20 years


13,216


11,793Construction in progress




22,087


12,717392,595


291,098Less accumulated depreciation




(122,208
)

(79,497
)Net property and equipment



$
270,387

$
211,601




F-14

---



2002

2001Land and buildings

$
54,267

$
22,722Equipment and furniture


39,443


33,79193,710


56,513Less accumulated amortization


(24,080
)

(16,271
)Net property and equipment under capital leases

$
69,630

$
40,242




F-15

---



Year ended December 31,2002

2001

2000Net income (loss) attributable to common shareholders, as reported

$
19,600

$
66

$
(14,134
)Amortization of goodwill and indefinite-lived intangible assets, net of applicable income tax benefits





4,184


4,170Net income (loss) attributable to common shareholders, as reported

$
19,600

$
4,250

$
(9,964
)Diluted earnings per share, as reported

$
0.75

$


$
(1.80
)Amortization of goodwill and indefinite-lived intangible assets, net of applicable income tax benefits





0.22


0.53Pro forma diluted earnings per share

$
0.75

$
0.22

$
(1.27
)




December 31,2002

2001Goodwill

$
215,498

$
151,804Other intangible assets


72,086


64,005Total

$
287,584

$
215,809




|                             |  |   |         | Western Europe |   |       
|---------------------------- |  | - | ------- | -------------- | - | ------
|
|Balance at December 31, 2001 |  | $ | 106,579 |                | $ | 26,914
|Additions                    |  |   | 46,356  |                |   | 10,632
|Other                        |  |   |        |                |   | 4,752 
|                             |  |   |         |                |   |       
|Balance at December 31, 2002 |  | $ | 152,935 |                | $ | 42,298
|                             |  |   |         |                |   |       



F-16

---



December 31, 2001Gross
Carrying
Amount

Accumulated
Amortization

TotalDefinite Useful LivesManagement Contracts

$
23,174

$
(3,747
)
$
19,427Other


7,831


(717
)

7,114Total

$
31,005

$
(4,464
)
$
26,541Indefinite Useful LivesManagement Contracts







$
37,362Other








102Total







$
37,464Total intangible assets







$
64,005


December 31, 2002Gross
Carrying
Amount

Accumulated
Amortization

TotalDefinite Useful LivesManagement Contracts

$
26,190

$
(6,259
)
$
19,931Other


11,966


(2,264
)

9,702Total

$
38,156

$
(8,523
)
$
29,633Indefinite Useful LivesManagement Contracts







$
42,334Other








119Total







$
42,453Total intangible assets







$
72,086




F-17

---



2003

$
2,4162004


1,8922005


1,7542006


1,7502007


1,578$
9,390




F-18

---





2002

2001Senior credit agreements

$
53,724

$
35,443Senior subordinated notes


148,910


148,837Notes payable to financial institution


7,332


5,000Loans from former owners of subsidiaries


1,719


11,121Capital lease obligations


65,018


38,280Total long-term debt


276,703


238,681Less current portion


(13,132
)

(10,640
)Long-term debt, less current portion

$
$263,571

$
228,041






F-19

---



Period

Redemption Price2006

105.000
%2007

103.333
%2008

101.667
%2009

100.000
%2010

100.000
%




F-20

---







Capital
leases

Operating
leasesYear ending December 31,2003

$
13,091

$
7,6902004


11,386


7,1242005


9,529


6,6302006


6,449


6,3872007


5,538


5,990Thereafter


90,106


26,214Total minimum lease payments

$
136,099

$
60,035Amount representing interest


(71,081
)Present value of minimum lease payments

$
65,018




F-21

---



Series A Redeemable Preferred Stock, $0.01 par value

31,200Series B Convertible Redeemable Preferred Stock, $0.01 par value

2,716Series C Convertible Preferred Stock, $0.01 par value

20,000Series D Redeemable Preferred Stock, $0.01 par value

40,000Series A Junior Participating Preferred Stock, $0.01 par value

500,000Not designated

9,460,000Total authorized shares of Preferred Stock

10,053,916






F-22

---







F-23

---





2002

2001

2000Domestic

$
24,423

$
2,219

$
(4,960
)Foreign


5,623


(591
)

(2,133
)$
30,046

$
1,628

$
(7,093
)




Current

Deferred

TotalYear ended December 31, 2002:U.S. federal

$


$
8,503

$
8,503State and local


809


460


1,269Foreign


1,046


(372
)

674Net income tax expense

$
1,855

$
8,591

$
10,446


F-24

---

Current

Deferred

TotalYear ended December 31, 2001:U.S. federal

$
20

$
(2,923
)
$
(2,903
)State and local


767





767Foreign


1,739


(725
)

1,014Net tax expense (benefit)

$
2,526

$
(3,648
)
$
(1,122
)


Current

Deferred

TotalYear ended December 31, 2000:U.S. federal

$


$


$
State and local


248





248Foreign


1,659


(837
)

822Net tax expense (benefit)

$
1,907

$
(837
)
$
1,070




Years Ended December 31,2002

2001

2000Computed "expected" tax expense (benefit)

$
10,516

$
554

$
(2,412
)Increase (reduction) in income taxes resulting from:Net operating loss carryforwards


348


904


2,661Differences between U.S. financial reporting and foreign statutory reporting


3,362


452


(949
)State tax expense (benefit)


998


767


(250
)Removal of foreign tax rate differential


(216
)

(160
)

Goodwill


296


1,193


240Change in valuation allowance


(4,888
)

(4,398
)

2,078Equity investment in foreign subsidiary








(195
)Other


30


(434
)

(103
)Total

$
10,446

$
(1,122
)
$
1,070


F-25

---



Years Ended December 31,2002

2001Deferred tax assets:Net operating loss carryforwards

$
14,744

$
16,604Basis difference of property and equipment


1,908


1,556Basis difference in start-up costs


701


421Spanish tax credit


66


594Foreign withholding tax credit


505


491Alternative minimum tax credit


832


866Accrued expenses


3,412


3,928Bad debts


2,125


786Total deferred tax assets


27,157


27,289Less valuation allowance


(5,652
)

(10,540
)Net deferred tax assets

$
18,641

$
14,706Deferred tax liabilities:Capitalized interest

$
760

$
225Basis difference of acquisitions


24,636


17,781Capital leases


35


35Accelerated depreciation


6,149


3,550Accrued pension obligation


25


250Prepaid expenses


956


Other





3Total deferred tax liabilities

$
32,561

$
21,844




F-26

---





F-27

---



Years Ended December 31,2002

2001

2000Expected life in years

5.0

5.0

5.0Interest rate

4.0
%
4.6
%
5.0
%Dividend yield

0.0
%
0.0
%
0.0
%Volatility

40.0
%
40.0
%
40.0
%




Number of
shares

Weighted
average
exercise
priceBalance at December 31, 1999

856,933

$
9.00Granted

506,000


12.90Exercised

(5,000
)

6.00Forfeited

(28,167
)

10.68Expired




Balance at December 31, 2000

1,329,766


10.47Granted

1,676,474


15.73Exercised

(114,205
)

5.57Forfeited

(33,071
)

14.04Expired




Balance at December 31, 2001

2,858,964

$
13.62Granted

888,233


24.84Exercised

(372,121
)

7.13Forfeited

(131,486
)

18.34Expired




Balance at December 31, 2002

3,243,590

$
17.24Shares exercisable at December 31, 2000

422,368

$
8.55Shares exercisable at December 31, 2001

942,369

$
9.33Shares exercisable at December 31, 2002

1,199,493

$
12.36


F-28

---



Range of exercise prices

Stock
options
outstanding

Weighted
average
exercise
price

Weighted
average
remaining
contractual
life$2.55-$13.50

1,318,393

$
10.84

6.77$14.00-$22.84

1,110,468

$
18.55

8.27$25.44-$27.60

814,729

$
25.83

9.203,243,590

$
17.24

7.89




Range of exercise prices

Stock options
Exercisable

Weighted average
exercise price$2.55-$13.50

901,184

$
9.84$14.00-$22.84

235,664

$
18.54$25.44-$27.60

62,645

$
25.441,199,493

$
12.36


Employee Stock Purchase Plan

USPI adopted an Employee Stock Purchase Plan on February 13, 2001. The plan provides for the grant of stock options to selected eligible employees. Any
eligible employee may elect to participate in the plan by authorizing USPI's options and compensation committee to make payroll deductions to pay the exercise price of an option at the time and in the
manner prescribed by USPI's options and compensation committee. This payroll deduction may be a specific amount or a designated percentage to be determined by the employee, but the specific amount may
not be less than an amount established by the Company and the designated percentage may not exceed an amount of eligible compensation established by the Company from which the deduction is made. The
Company has reserved 500,000 shares of common stock for this plan of which 69,183 and 61,377 were issued during 2002 and 2001, respectively.



F-29

---



|                                                      |                                      | Years ended December 31, |       
|----------------------------------------------------- | ------------------------------------ | ------------------------ | ------
|
|Net income (loss) attributable to common stockholders |                                      | $                        | 19,600
|Weighted average common shares outstanding            |                                      |                          | 24,925
|Effect of dilutive securities:                        |                                      |                          |       
|                                                      | Stock options                        |                          |       
|                                                      | Warrants and restricted stock        |                          |       
|                                                      | Convertible subordinated debt        |                          |       
|                                                      | Series C convertible preferred stock |                          |       
|                                                      |                                      |                          |       
|Shares used for diluted earnings (loss) per share     |                                      |                          | 26,056
|                                                      |                                      |                          |       
|Basic earnings (loss) per share                       |                                      | $                        | 0.79  
|Diluted earnings (loss) per share                     |                                      | $                        | 0.75  





F-30

---

|                              |                |   |         | Western Europe |   |         |       
|----------------------------- | -------------- | - | ------- | -------------- | - | ------- | ------
|
|Net patient service revenue   |                | $ | 164,770 |                | $ | 86,490  |       
|Other revenue                 |                |   | 41,065  |                |   | 2,627   |       
|                              |                |   |         |                |   |         |       
|                              | Total revenues |   | $       | 205,835        |   | $       | 89,117
|                              |                |   |         |                |   |         |       
|Depreciation and amortization |                | $ | 15,427  |                | $ | 7,407   |       
|Operating income              |                |   | 55,221  |                |   | 7,078   |       
|Net interest income (expense) |                |   | (20,060 | )              |   | (2,397  | )     
|Income tax benefit (expense)  |                |   | (9,961  | )              |   | 878     |       
|Total assets                  |                |   | 437,351 |                |   | 168,604 |       
|Capital expenditures          |                |   | 11,663  |                |   | 7,468   |       

|                              |                |   |         | Western Europe |   |         |       
|----------------------------- | -------------- | - | ------- | -------------- | - | ------- | ------
|
|Net patient service revenue   |                | $ | 101,694 |                | $ | 69,583  |       
|Other revenue                 |                |   | 32,245  |                |   | 1,862   |       
|                              |                |   |         |                |   |         |       
|                              | Total revenues |   | $       | 133,939        |   | $       | 71,445
|                              |                |   |         |                |   |         |       
|Depreciation and amortization |                | $ | 14,598  |                | $ | 7,976   |       
|Operating income              |                |   | 25,634  |                |   | 2,021   |       
|Net interest income (expense) |                |   | (10,993 | )              |   | (3,244  | )     
|Income tax benefit (expense)  |                |   | 1,962   |                |   | 186     |       
|Total assets                  |                |   | 356,226 |                |   | 116,500 |       
|Capital expenditures          |                |   | 20,598  |                |   | 5,283   |       

|                              |                |   |         | Western Europe |   |         |       
|----------------------------- | -------------- | - | ------- | -------------- | - | ------- | ------
|
|Net patient service revenue   |                | $ | 50,143  |                | $ | 57,116  |       
|Other revenue                 |                |   | 3,366   |                |   | 1,554   |       
|                              |                |   |         |                |   |         |       
|                              | Total revenues |   | $       | 53,509         |   | $       | 58,670
|                              |                |   |         |                |   |         |       
|Depreciation and amortization |                | $ | 5,317   |                | $ | 6,335   |       
|Operating income              |                |   | 3,835   |                |   | 446     |       
|Net interest income (expense) |                |   | (7,335  | )              |   | (1,421  | )     
|Income tax benefit (expense)  |                |   | (248    | )              |   | (688    | )     
|Total assets                  |                |   | 111,549 |                |   | 121,728 |       
|Capital expenditures          |                |   | 5,614   |                |   | 27,720  |       

F-31

---







F-32

---









F-33

---



Condensed Consolidating Balance Sheets:

|As of December 31, 2002              |                                            | USPI and
Wholly-owned
U.S. Subsidiaries |         | Non-participating
Investees |   | Consolidation
Adjustments |         | Consolidated
Total
|------------------------------------ | ------------------------------------------ | --------------------------------------- | ------- | --------------------------- | - | ------------------------- | ------- | ------------------
|Assets:                              |                                            |                                         |         |                             |   |                           |         |                   
|Current assets:                      |                                            |                                         |         |                             |   |                           |         |                   
|Cash and cash equivalents            |                                            | $                                       | 24,712  |                             | $ | 22,859                    |         | $                 
|Accounts receivable, net             |                                            |                                         | 90      |                             |   | 39,086                    |         |                   
|Other receivables                    |                                            |                                         | 46,983  |                             |   | 9,281                     |         |                   
|Inventories                          |                                            |                                         | 280     |                             |   | 7,476                     |         |                   
|Other                                |                                            |                                         | 10,235  |                             |   | 2,423                     |         |                   
|                                     |                                            |                                         |         |                             |   |                           |         |                   
|                                     | Total current assets                       |                                         |         | 82,300                      |   |                           | 81,125  |                   
|Property and equipment, net          |                                            |                                         | 39,236  |                             |   | 231,743                   |         |                   
|Investments in affiliates            |                                            |                                         | 172,050 |                             |   | 375                       |         |                   
|Intangible assets, net               |                                            |                                         | 166,036 |                             |   | 122,685                   |         |                   
|Other                                |                                            |                                         | 98,647  |                             |   | 5,204                     |         |                   
|                                     |                                            |                                         |         |                             |   |                           |         |                   
|                                     | Total assets                               |                                         | $       | 558,269                     |   | $                         | 441,132 |                   
|                                     |                                            |                                         |         |                             |   |                           |         |                   
|Liabilities and Stockholders' Equity |                                            |                                         |         |                             |   |                           |         |                   
|Current liabilities:                 |                                            |                                         |         |                             |   |                           |         |                   
|Accounts payable                     |                                            | $                                       | 1,357   |                             | $ | 24,619                    |         | $                 
|Accrued expenses                     |                                            |                                         | 28,543  |                             |   | 22,769                    |         |                   
|Current portion of long-term debt    |                                            |                                         | 2,453   |                             |   | 11,937                    |         |                   
|                                     |                                            |                                         |         |                             |   |                           |         |                   
|                                     | Total current liabilities                  |                                         |         | 32,353                      |   |                           | 59,325  |                   
|Long-term debt                       |                                            |                                         | 158,199 |                             |   | 216,621                   |         |                   
|Other liabilities                    |                                            |                                         | 7,936   |                             |   | 16,173                    |         |                   
|Minority interests                   |                                            |                                         |        |                             |   | 7,387                     |         |                   
|Redeemable preferred stock           |                                            |                                         |        |                             |   |                          |         |                   
|Stockholders' equity                 |                                            |                                         | 359,781 |                             |   | 141,626                   |         |                   
|                                     |                                            |                                         |         |                             |   |                           |         |                   
|                                     | Total liabilities and stockholders' equity |                                         | $       | 558,269                     |   | $                         | 441,132 |                   
|                                     |                                            |                                         |         |                             |   |                           |         |                   

F-34

---

|As of December 31, 2001     |                      | USPI and
Wholly-owned
U.S. Subsidiaries |         | Non-participating
Investees |   | Consolidation
Adjustments |         | Consolidated
Total
|--------------------------- | -------------------- | --------------------------------------- | ------- | --------------------------- | - | ------------------------- | ------- | ------------------
|Assets:                     |                      |                                         |         |                             |   |                           |         |                   
|Current assets:             |                      |                                         |         |                             |   |                           |         |                   
|Cash and cash equivalents   |                      | $                                       | 20,396  |                             | $ | 13,485                    |         | $                 
|Accounts receivable, net    |                      |                                         | 418     |                             |   | 27,538                    |         |                   
|Other receivables           |                      |                                         | 47,087  |                             |   | (11,174                   | )       |                   
|Inventories                 |                      |                                         | 223     |                             |   | 5,462                     |         |                   
|Other                       |                      |                                         | 9,298   |                             |   | 3,464                     |         |                   
|                            |                      |                                         |         |                             |   |                           |         |                   
|                            | Total current assets |                                         |         | 77,422                      |   |                           | 38,775  |                   
|Property and equipment, net |                      |                                         | 41,767  |                             |   | 170,449                   |         |                   
|Investments in affiliates   |                      |                                         | 165,437 |                             |   | 170                       |         |                   
|Intangible assets, net      |                      |                                         | 119,596 |                             |   | 97,350                    |         |                   
|Other                       |                      |                                         | 88,148  |                             |   | 33,777                    |         |                   
|                            |                      |                                         |         |                             |   |                           |         |                   
|                            | Total assets         |                                         | $       | 492,370                     |   | $                         | 340,521 |                   
|                            |                      |                                         |         |                             |   |                           |         |                   

|Liabilities and Stockholders' Equity |                                            |   |         |         |   |         |         |   |          |          |   |        
|------------------------------------ | ------------------------------------------ | - | ------- | ------- | - | ------- | ------- | - | -------- | -------- | - | -------
|Current liabilities:                 |                                            |   |         |         |   |         |         |   |          |          |   |        
|Accounts payable                     |                                            | $ | 2,121   |         | $ | 18,512  |         | $ |         |          | $ | 20,633 
|Accrued expenses                     |                                            |   | 24,758  |         |   | 13,733  |         |   | 404      |          |   | 38,895 
|Current portion of long-term debt    |                                            |   | 2,433   |         |   | 8,841   |         |   | (634     | )        |   | 10,640 
|                                     |                                            |   |         |         |   |         |         |  
|                                     | Total current liabilities                  |   |         | 29,312  |   |         | 41,086  |   |          | (230     | ) |        
|Long-term debt                       |                                            |   | 158,170 |         |   | 186,093 |         |   | (116,222 | )        |   | 228,041
|Other liabilities                    |                                            |   | 1,936   |         |   | 14,110  |         |   |         |          |   | 16,046 
|Minority interests                   |                                            |   |        |         |   | 5,958   |         |   | 10,117   |          |   | 16,075 
|Redeemable preferred stock           |                                            |   |        |         |   |        |         |   |         |          |   |       
|Stockholders' equity                 |                                            |   | 302,952 |         |   | 93,274  |         |   | (169,699 | )        |   | 226,527
|                                     |                                            |   |         |         |   |         |         |  
|                                     | Total liabilities and stockholders' equity |   | $       | 492,370 |   | $       | 340,521 |   | $        | (276,034 | ) | $      
|                                     |                                            |   |         |         |   |         |         |  

F-35

---

Condensed Consolidating Statements of Operations:

|Year ended December 31, 2002                                |  | USPI and
Wholly-owned
U.S. Subsidiaries |         | Non-participating
Investees |   | Consolidation
Adjustments |   | Consolidated
Total |        
|----------------------------------------------------------- |  | --------------------------------------- | ------- | --------------------------- | - | ------------------------- | - | ------------------ | -------
|Revenues                                                    |  | $                                       | 69,932  |                             | $ | 283,558                   |   | $                  | (11,104
|Operating expenses, excluding depreciation and amortization |  |                                         | 45,352  |                             |   | 210,847                   |   |                    | (11,372
|Depreciation and amortization                               |  |                                         | 9,726   |                             |   | 16,828                    |   |                    | (24    
|                                                            |  |                                         |         |                             |   |                           |   |                    |        
|Operating income (loss)                                     |  |                                         | 14,854  |                             |   | 55,883                    |   |                    | 292    
|Interest income (expense), net                              |  |                                         | (12,039 | )                           |   | (12,890                   | ) |                    |       
|Other expense                                               |  |                                         | 292     |                             |   | (1,208                    | ) |                    | (292   
|                                                            |  |                                         |         |                             |   |                           |   |                    |        
|Income (loss) before minority interests                     |  |                                         | 3,107   |                             |   | 41,785                    |   |                    |       
|Minority interests in income of consolidated subsidiaries   |  |                                         |        |                             |   | (7,148                    | ) |                    | (7,698 
|                                                            |  |                                         |         |                             |   |                           |   |                    |        
|Income (loss) before income taxes                           |  |                                         | 3,107   |                             |   | 34,637                    |   |                    | (7,698 
|Income tax (expense) benefit                                |  |                                         | (9,441  | )                           |   | (1,005                    | ) |                    |       
|                                                            |  |                                         |         |                             |   |                           |   |                    |        
|Net income (loss)                                           |  | $                                       | (6,334  | )                           | $ | 33,632                    |   | $                  | (7,698 
|                                                            |  |                                         |         |                             |   |                           |   |                    |        

|Year ended December 31, 2001                                |  | USPI and
Wholly-owned
U.S. Subsidiaries |        | Non-participating
Investees |   | Consolidation
Adjustments |   | Consolidated
Total |       
|----------------------------------------------------------- |  | --------------------------------------- | ------ | --------------------------- | - | ------------------------- | - | ------------------ | ------
|Revenues                                                    |  | $                                       | 55,537 |                             | $ | 194,611                   |   | $                  | (5,780
|Operating expenses, excluding depreciation and amortization |  |                                         | 39,478 |                             |   | 150,814                   |   |                    | (5,814
|Depreciation and amortization                               |  |                                         | 9,782  |                             |   | 16,592                    |   |                    | (258  
|                                                            |  |                                         |        |                             |   |                           |   |                    |       
|Operating income (loss)                                     |  |                                         | 6,277  |                             |   | 27,205                    |   |                    | 292   
|Interest income (expense), net                              |  |                                         | (6,353 | )                           |   | (10,928                   | ) |                    | 13    
|Other expense                                               |  |                                         | (4,899 | )                           |   | (2,181                    | ) |                    | (240  
|                                                            |  |                                         |        |                             |   |                           |   |                    |       
|Income (loss) before minority interests                     |  |                                         | (4,975 | )                           |   | 14,096                    |   |                    | 65    
|Minority interests in income of consolidated subsidiaries   |  |                                         |       |                             |   | (4,058                    | ) |                    | (3,500
|                                                            |  |                                         |        |                             |   |                           |   |                    |       
|Income (loss) before income taxes                           |  |                                         | (4,975 | )                           |   | 10,038                    |   |                    | (3,435
|Income tax (expense) benefit                                |  |                                         | 2,056  |                             |   | (934                      | ) |                    |      
|                                                            |  |                                         |        |                             |   |                           |   |                    |       
|Net income (loss)                                           |  | $                                       | (2,919 | )                           | $ | 9,104                     |   | $                  | (3,435
|                                                            |  |                                         |        |                             |   |                           |   |                    |       

F-36

---

|Year ended December 31, 2000                                |  | USPI and
Wholly-owned
U.S. Subsidiaries |         | Non-participating
Investees |   | Consolidation
Adjustments |   | Consolidated
Total |       
|----------------------------------------------------------- |  | --------------------------------------- | ------- | --------------------------- | - | ------------------------- | - | ------------------ | ------
|Revenues                                                    |  | $                                       | 5,590   |                             | $ | 136,394                   |   | $                  | (3,576
|Operating expenses, excluding depreciation and amortization |  |                                         | 11,406  |                             |   | 109,059                   |   |                    | (3,844
|Depreciation and amortization                               |  |                                         | 2,043   |                             |   | 12,135                    |   |                    | (40   
|                                                            |  |                                         |         |                             |   |                           |   |                    |       
|Operating income (loss)                                     |  |                                         | (7,859  | )                           |   | 15,200                    |   |                    | 308   
|Interest income (expense), net                              |  |                                         | (3,127  | )                           |   | (8,517                    | ) |                    | 16    
|Other income (expense)                                      |  |                                         | 499     |                             |   | (3,251                    | ) |                    | 1,970 
|                                                            |  |                                         |         |                             |   |                           |   |                    |       
|Income (loss) before minority interests                     |  |                                         | (10,487 | )                           |   | 3,432                     |   |                    | 2,294 
|Minority interests in income of consolidated subsidiaries   |  |                                         |        |                             |   | (1,358                    | ) |                    | (974  
|                                                            |  |                                         |         |                             |   |                           |   |                    |       
|Income (loss) before income taxes                           |  |                                         | (10,487 | )                           |   | 2,074                     |   |                    | 1,320 
|Income tax (expense) benefit                                |  |                                         | (223    | )                           |   | (847                      | ) |                    |      
|                                                            |  |                                         |         |                             |   |                           |   |                    |       
|Net income (loss)                                           |  | $                                       | (10,710 | )                           | $ | 1,227                     |   | $                  | 1,320 
|                                                            |  |                                         |         |                             |   |                           |   |                    |       

Condensed Consolidating Statements of Cash Flows:

|Year ended December 31, 2002                                                                        |                                                     | USPI and
Wholly-owned
U.S. Subsidiaries |         | Non-participating
Investees |   | Consolidation
Adjustments |         | Consolidated
Total |        
|--------------------------------------------------------------------------------------------------- | --------------------------------------------------- | --------------------------------------- | ------- | --------------------------- | - | ------------------------- | ------- | ------------------ | -------
|Cash flows from operating activities:                                                               |                                                     |                                         |         |                             |   |                           |         |                    |        
|Net loss                                                                                            |                                                     | $                                       | (6,333  | )                           | $ | 33,632                    |         | $                  | (7,699 
|Changes in operating and intercompany assets and liabilities and noncash items included in net loss |                                                     |                                         | 23,378  |                             |   | (96,840                   | )       |                    | 113,067
|                                                                                                    |                                                     |                                         |         |                             |   |                           |         |                    |        
|Net cash provided by (used in) operating activities                                                 |                                                     |                                         | 17,045  |                             |   | (63,208                   | )       |                    | 105,368
|Cash flows from investing activities:                                                               |                                                     |                                         |         |                             |   |                           |         |                    |        
|Purchases of property and equipment, net                                                            |                                                     |                                         | (4,661  | )                           |   | (25,418                   | )       |                    |       
|Purchases of new businesses                                                                         |                                                     |                                         | (54,809 | )                           |   | (7,580                    | )       |                    |       
|Other items                                                                                         |                                                     |                                         | (517    | )                           |   | 1,486                     |         |                    |       
|                                                                                                    |                                                     |                                         |         |                             |   |                           |         |                    |        
|                                                                                                    | Net cash used in investing activities               |                                         |         | (59,987                     | ) |                           | (31,512 | )                  |        
|Cash flows from financing activities:                                                               |                                                     |                                         |         |                             |   |                           |         |                    |        
|Long-term borrowings, net                                                                           |                                                     |                                         | (3,097  | )                           |   | (1,849                    | )       |                    |       
|Proceeds from issuance of common stock                                                              |                                                     |                                         | 53,665  |                             |   | 32,716                    |         |                    | (32,716
|Other items                                                                                         |                                                     |                                         | (3,309  | )                           |   | 72,110                    |         |                    | (72,110
|                                                                                                    |                                                     |                                         |         |                             |   |                           |         |                    |        
|                                                                                                    | Net cash provided by (used in) financing activities |                                         |         | 47,259                      |   |                           | 102,977 |                    |        
|Effect of exchange rate changes on cash                                                             |                                                     |                                         |        |                             |   | 1,116                     |         |                    | (542   
|Net increase in cash                                                                                |                                                     |                                         | 4,317   |                             |   | 9,373                     |         |                    |       
|Cash at the beginning of the year                                                                   |                                                     |                                         | 20,396  |                             |   | 13,485                    |         |                    |       
|                                                                                                    |                                                     |                                         |         |                             |   |                           |         |                    |        
|Cash at the end of the year                                                                         |                                                     | $                                       | 24,713  |                             | $ | 22,858                    |         | $                  |       
|                                                                                                    |                                                     |                                         |         |                             |   |                           |         |                    |        

F-37

---

|Year ended December 31, 2001                                                                        |                                                     | USPI and
Wholly-owned
U.S. Subsidiaries |         | Non-participating
Investees |   | Consolidation
Adjustments |         | Consolidated
Total |        
|--------------------------------------------------------------------------------------------------- | --------------------------------------------------- | --------------------------------------- | ------- | --------------------------- | - | ------------------------- | ------- | ------------------ | -------
|Cash flows from operating activities:                                                               |                                                     |                                         |         |                             |   |                           |         |                    |        
|Net loss                                                                                            |                                                     | $                                       | (2,919  | )                           | $ | 9,121                     |         | $                  | (3,452 
|Changes in operating and intercompany assets and liabilities and noncash items included in net loss |                                                     |                                         | 2,636   |                             |   | 31,906                    |         |                    | 3,565  
|                                                                                                    |                                                     |                                         |         |                             |   |                           |         |                    |        
|Net cash provided by (used in) operating activities                                                 |                                                     |                                         | (283    | )                           |   | 41,027                    |         |                    | 113    
|Cash flows from investing activities:                                                               |                                                     |                                         |         |                             |   |                           |         |                    |        
|Purchases of property and equipment, net                                                            |                                                     |                                         | (7,130  | )                           |   | (18,647                   | )       |                    |       
|Purchases of new businesses                                                                         |                                                     |                                         | (57,099 | )                           |   | (415                      | )       |                    | 126    
|Other items                                                                                         |                                                     |                                         | (27,953 | )                           |   | (852                      | )       |                    | 29,409 
|                                                                                                    |                                                     |                                         |         |                             |   |                           |         |                    |        
|                                                                                                    | Net cash provided by (used in) investing activities |                                         |         | (92,182                     | ) |                           | (19,914 | )                  |        
|Cash flows from financing activities:                                                               |                                                     |                                         |         |                             |   |                           |         |                    |        
|Long-term borrowings, net                                                                           |                                                     |                                         | 34,842  |                             |   | (10,516                   | )       |                    | (29,409
|Proceeds from issuance of common stock                                                              |                                                     |                                         | 132,818 |                             |   | 239                       |         |                    | (239   
|Other items                                                                                         |                                                     |                                         | (55,564 | )                           |   |                          |         |                    |       
|                                                                                                    |                                                     |                                         |         |                             |   |                           |         |                    |        
|                                                                                                    | Net cash provided by (used in) financing activities |                                         |         | 112,096                     |   |                           | (10,277 | )                  |        
|Effect of exchange rate changes on cash                                                             |                                                     |                                         |        |                             |   | (37                       | )       |                    |       
|Net increase (decrease) in cash                                                                     |                                                     |                                         | 19,631  |                             |   | 10,799                    |         |                    |       
|Cash at inception                                                                                   |                                                     |                                         | 765     |                             |   | 2,686                     |         |                    |       
|                                                                                                    |                                                     |                                         |         |                             |   |                           |         |                    |        
|Cash at the end of the year                                                                         |                                                     | $                                       | 20,396  |                             | $ | 13,485                    |         | $                  |       
|                                                                                                    |                                                     |                                         |         |                             |   |                           |         |                    |        

F-38

---

|Year ended December 31, 2000                                                                                 |                                                     | USPI and
Wholly-owned
U.S. Subsidiaries |         | Non-participating
Investees |   | Consolidation
Adjustments |         | Consolidated
Total |        
|------------------------------------------------------------------------------------------------------------ | --------------------------------------------------- | --------------------------------------- | ------- | --------------------------- | - | ------------------------- | ------- | ------------------ | -------
|Cash flows from operating activities:                                                                        |                                                     |                                         |         |                             |   |                           |         |                    |        
|Net income (loss)                                                                                            |                                                     | $                                       | (10,710 | )                           | $ | 1,226                     |         | $                  | 1,321  
|Changes in operating and intercompany assets and liabilities and noncash items included in net income (loss) |                                                     |                                         | (634    | )                           |   | 21,104                    |         |                    | (1,304 
|                                                                                                             |                                                     |                                         |         |                             |   |                           |         |                    |        
|Net cash provided by (used in) operating activities                                                          |                                                     |                                         | (11,344 | )                           |   | 22,330                    |         |                    | 17     
|Cash flows from investing activities:                                                                        |                                                     |                                         |         |                             |   |                           |         |                    |        
|Sales (purchases) of property and equipment, net                                                             |                                                     |                                         | (4,233  | )                           |   | 4,719                     |         |                    |       
|Purchases of new businesses                                                                                  |                                                     |                                         | (42,942 | )                           |   | (65,581                   | )       |                    | 25,239 
|Other items                                                                                                  |                                                     |                                         | 4,100   |                             |   | (3,703                    | )       |                    | 7,336  
|                                                                                                             |                                                     |                                         |         |                             |   |                           |         |                    |        
|                                                                                                             | Net cash provided by (used in) investing activities |                                         |         | (43,075                     | ) |                           | (64,565 | )                  |        
|Cash flows from financing activities:                                                                        |                                                     |                                         |         |                             |   |                           |         |                    |        
|Long-term borrowings, net                                                                                    |                                                     |                                         | 33,750  |                             |   | 17,358                    |         |                    | (7,336 
|Proceeds from issuance of common stock                                                                       |                                                     |                                         | 5,069   |                             |   | 25,239                    |         |                    | (25,239
|Other items                                                                                                  |                                                     |                                         | 15,895  |                             |   | (1,545                    | )       |                    |       
|                                                                                                             |                                                     |                                         |         |                             |   |                           |         |                    |        
|                                                                                                             | Net cash provided by (used in) financing activities |                                         |         | 54,714                      |   |                           | 41,052  |                    |        
|Effect of exchange rate changes on cash                                                                      |                                                     |                                         |        |                             |   | 623                       |         |                    | (17    
|Net increase (decrease) in cash                                                                              |                                                     |                                         | 295     |                             |   | (560                      | )       |                    |       
|Cash at the beginning of the year                                                                            |                                                     |                                         | 470     |                             |   | 3,246                     |         |                    |       
|                                                                                                             |                                                     |                                         |         |                             |   |                           |         |                    |        
|Cash at the end of the year                                                                                  |                                                     | $                                       | 765     |                             | $ | 2,686                     |         | $                  |       
|                                                                                                             |                                                     |                                         |         |                             |   |                           |         |                    |        

In June 2002, the FASB issued SFAS No. 146,Accounting for Costs Associated with Exit or Disposal
Activities. This standard requires that a liability for costs associated with an exit or disposal activity be recognized when the liability is incurred. Under previous
accounting standards, a liability for an exit cost (as defined by the standard) was recognized at the date of an entity's commitment to an exit plan. The provisions of SFAS No. 146 are
effective for exit or disposal activities initiated after December 31, 2002. To the extent that the Company initiates exit or disposal activities after this date, SFAS No. 146 might have
a material effect on its results of operations or financial position.

In
November 2002, the FASB issued Interpretation No. 45,Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees
of Indebtedness to Others(FIN 45). FIN 45 addresses financial accounting for and disclosure of guarantees, requiring certain guarantees issued or modified after
December 31, 2002 to be recorded at fair value. This treatment differs from the existing treatment, under SFAS No. 5, Accounting for Contingencies, of recording a liability only when a
loss is probable and reasonably estimable. The Company adopted the disclosure requirements, which apply to existing guarantees as well as newly issued ones, as of December 31, 2002. The portion
of the standard

F-39

---

requiring certain guarantees to be recorded at fair value was adopted January 1, 2003, and is not expected to have a material impact on the Company's financial position and results of
operations.

In
December 2002, the FASB issued SFAS No. 148,Accounting for Stock-Based CompensationTransition and Disclosure. This
new standard amends SFAS No. 123,Accounting for Stock-Based Compensation, to provide for alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-based employee compensation. In addition, the standard amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements. Certain of the disclosure modifications are required for fiscal years ending after December 15, 2002 and were adopted by
the Company as of December 31, 2002.

In
January 2003, the FASB issued Interpretation No. 46,Consolidation of Variable Interest Entities, an Interpretation of
ARB No. 51(FIN 46). FIN 46 addresses the consolidation by business enterprises of variable interest entities, as defined in the
Interpretation, and is applicable for years ending after June 15, 2003 to interests in variable interest entities created or obtained after January 31, 2003. The Company does not expect
the application of this standard to have a material impact on its financial position or results of operations.

|                                  |  | 2001 Quarters |        | 2002 Quarters
|--------------------------------- |  | ------------- | ------ | -------------
|
|
|Net revenues                      |  | $             | 53,836 |              
|Net income (loss)                 |  |               | 519    |              
|Basic earnings (loss) per share   |  | $             | (0.04  | )            
|Diluted earnings (loss) per share |  | $             | (0.04  | )            



F-40

---



2.    Financial Statement Schedules

The following financial statement schedule is filed as part of this Form10-K:

Schedule IIValuation and Qualifying Accounts

S-1


SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS        FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002        (in thousands)

Allowance for Doubtful Accounts

|     |  |   |       | Additions Charged to: |       |  |   |  |        |  
|---- |  | - | ----- | --------------------- | ----- |  | - |  | ------ | -
|
|2000 |  | $ | 2,742 |                       | 2,467 |  |  |  | (2,072 | )
|2001 |  |   | 3,666 |                       | 3,517 |  |  |  | (3,445 | )
|2002 |  |   | 4,726 |                       | 6,330 |  |  |  | (7,404 | )

---

All
other schedules are omitted because they are not applicable or not required or because the required information is included in the financial statements or notes thereto.

S-1

---



(3)    Exhibits:

|Exhibit
Number |  |   |  | Description                                                                                                                                                                                                                                                                                                                                                                         
|-------------- |  | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1            |  | # |  | Agreement and Plan of Merger, dated as of December 6, 2000, among the Company, OPC Acquisition Corporation and OrthoLink Physicians Corporation (previously filed as Exhibit 2.1 to the Company's Registration Statement
on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                          
|2.2            |  | # |  | Agreement for the Sale and Purchase of Shares and Loan Notes in Aspen Healthcare Holdings Limited, dated April 6, 2000, between Electra Private Equity Partners 1995 and others and Global Healthcare Partners Limited
(previously filed as Exhibit 2.2 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)
|2.3            |  | # |  | Agreement and Plan of Reorganization, dated as of March 26, 2002, by and among the Company, USP Acquisition Corporation, Surgicoe Corporation and each of the shareholders of Surgicoe named in the agreement (previously
filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Commission on April 16, 2002 and incorporated herein by reference)        
|3.1            |  | # |  | Second Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3.1 to Amendment No. 4 to the Company's Registration Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                                                                              
|3.2            |  | # |  | Amended and Restated Bylaws (previously filed as Exhibit 3.2 to the Company's Registration Statement on Form S-3 (No. 333-99309) and incorporated herein by reference)                                                                                                                                                                                                              
|4.1            |  | # |  | Form of Common Stock Certificate (previously filed as Exhibit 4.1 to Amendment No. 4 to the Company's Registration Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                                                                                                      
|4.2            |  | # |  | Indenture, dated as of December 19, 2001, among United Surgical Partners Holdings, Inc., the guarantor parties thereto and U.S. Trust Company of Texas, N.A. (previously filed as Exhibit 4.2 to the Company's Annual
Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference)                                                                
|4.3            |  | # |  | Global Security, dated as of December 19, 2001, governing United Surgical Partners Holdings, Inc.'s outstanding 10% Senior Subordinated Notes due 2011 (previously filed as Exhibit 4.3 to the Company's Annual Report
on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference)                                                                      
|4.4            |  | # |  | Third Amended and Restated Stockholders' Agreement, dated March 27, 2000, by and among the Company and the security holders named therein (previously filed as Exhibit 4.2 to the Company's Registration Statement on Form
S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                
|4.5.1          |  | # |  | Amended and Restated Registration Rights Agreement, dated April 30, 1998, by and among the Company and the security holders named therein (the "Registration Rights Agreement") (previously filed as Exhibit 4.3.1 to the
Company's Registration Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                        
|4.5.2          |  | # |  | Amendment No. 1 to the Registration Rights Agreement, dated as of June 26, 1998, by and among the Company and the security holders named therein (previously filed as Exhibit 4.3.2 to the Company's Registration Statement
on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                       
|4.5.3          |  | # |  | Amendment No. 2 to the Registration Rights Agreement, dated as of July 31, 1998, by and among the Company and the security holders named therein (previously filed as Exhibit 4.3.3 to the Company's Registration Statement
on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                       

II-1

---

|4.5.4 |  | # |  | Amendment No. 3 to the Registration Rights Agreement, dated as of October 26, 1998, by and among the Company and the security holders named therein (previously filed as Exhibit 4.3.4 to the Company's Registration
Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                                              
|----- |  | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.5.5 |  | # |  | Amendment No. 4 to the Registration Rights Agreement, dated as of December 22, 1998, by and among the Company and the security holders named therein (previously filed as Exhibit 4.3.5 to the Company's Registration
Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                                             
|4.5.6 |  | # |  | Amendment No. 5 to the Registration Rights Agreement, dated as of June 1, 1999, by and among the Company and the security holders named therein (previously filed as Exhibit 4.3.6 to the Company's Registration Statement on
Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                                                  
|4.5.7 |  | # |  | Amendment No. 6 to the Registration Rights Agreement, dated as of March 27, 2000, by and among the Company and the security holders named therein (previously filed as Exhibit 4.3.7 to the Company's Registration Statement
on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                                                
|4.5.8 |  | # |  | Amendment No. 7 to the Registration Rights Agreement, dated as of February 12, 2001, by and among the Company and the security holders named therein (previously filed as Exhibit 4.3.8 to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                          
|4.6   |  | # |  | Rights Agreement between the Company and First Union National Bank as Rights Agent dated June 13, 2001 (previously filed as Exhibit 4.1 to the Company's Form 8-A filed with the Commission on June 13,
2001 and incorporated herein by reference)                                                                                                                                                                            
|10.1  |  | # |  | Credit Agreement, dated April 6, 2000, by and among Global Healthcare Partners Limited and the Governor and Company of the Bank of Scotland (previously filed as Exhibit 10.3 to the Company's Registration Statement on Form
S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                                                       
|10.2  |  | # |  | Second Amended and Restated Credit Agreement, dated as of November 7, 2002, among USP Domestic Holdings, Inc., USPE Holdings Limited, various financial institutions from time to time parties thereto as the lenders
and Sun Trust Bank, as Administrative Agent (previously filed as Exhibit 10.1 to the Company's Annual Report on Form 10-Q for the quarter ended September 30, 2002 and incorporated herein by reference)
|10.3  |  | # |  | Contribution and Purchase Agreement, dated as of May 11, 1999, by and among USP North Texas, Inc., Baylor Health Services, Texas Health Ventures Group LLC and THVG/Health First L.L.C. (previously filed as Exhibit 10.11 to
Amendment No. 2 to the Company's Registration Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                       
|10.4  |  | # |  | Common Stock Purchase Warrant, dated June 1, 1999 (previously filed as Exhibit 10.15 to the Company's Registration Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                                                                                                                                                
|10.5  |  | # |  | Stock Purchase Warrant, dated March 27, 2000 (previously filed as Exhibit 10.16 to the Company's Registration Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                                                                                                                                                     
|10.6  |  | * |  | Employment Agreement, dated as of November 15, 2002, by and between the Company and Donald E. Steen                                                                                                                                                                                                                                                                                                                           
|10.7  |  | * |  | Employment Agreement, dated as of November 15, 2002, by and between the Company and William H. Wilcox                                                                                                                                                                                                                                                                                                                         

II-2

---

|10.8  |  | # |  | Stock Option and Restricted Stock Purchase Plan (previously filed as Exhibit 10.19 to the Company's Registration Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                        
|----- |  | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.9  |  | # |  | 2001 Equity-Based Compensation Plan (previously filed as Exhibit 10.20 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                 
|10.10 |  | # |  | Employee Stock Purchase Plan (previously filed as Exhibit 10.21 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                        
|10.11 |  | # |  | Deferred Compensation Plan, effective as of February 12, 2002 (previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002 and incorporated herein by
reference)                  
|10.12 |  | # |  | Supplemental Retirement Plan, effective as of February 12, 2002 (previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 and incorporated herein by
reference)                 
|10.13 |  | # |  | Form of Indemnification Agreement between the Company and its directors and officers (previously filed as Exhibit 10.22 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (No. 333-55442) and
incorporated herein by reference)
|21.1  |  | * |  | List of the Company's subsidiaries.                                                                                                                                                                                                                 
|23.1  |  | * |  | Consent of KPMG LLP for United Surgical Partners International, Inc.                                                                                                                                                                                
|24.1  |  | * |  | Power of AttorneyDonald E. Steen                                                                                                                                                                                                                   
|24.2  |  | * |  | Power of AttorneyWilliam H. Wilcox                                                                                                                                                                                                                 
|24.3  |  | * |  | Power of AttorneyMark A. Kopser                                                                                                                                                                                                                    
|24.4  |  | * |  | Power of AttorneyJohn J. Wellik                                                                                                                                                                                                                    
|24.5  |  | * |  | Power of AttorneyJames C. Crews                                                                                                                                                                                                                    
|24.6  |  | * |  | Power of AttorneyD. Scott Mackesy                                                                                                                                                                                                                  
|24.7  |  | * |  | Power of AttorneyThomas L. Mills                                                                                                                                                                                                                   
|24.8  |  | * |  | Power of AttorneyBoone Powell, Jr.                                                                                                                                                                                                                 
|24.9  |  | * |  | Power of AttorneyPaul B. Queally                                                                                                                                                                                                                   
|24.10 |  | * |  | Power of AttorneyDavid P. Zarin, M.D.                                                                                                                                                                                                              
|24.11 |  | * |  | Power of AttorneyJohn C. Garrett, M.D.                                                                                                                                                                                                             
|24.12 |  | * |  | Power of AttorneyJerry P. Widman                                                                                                                                                                                                                   
|24.13 |  | * |  | Power of AttorneyJoel T. Allison                                                                                                                                                                                                                   
|99.1  |  | * |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. §1350                                                                                                                                                                                
|99.2  |  | * |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. §1350                                                                                                                                                                                

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(b)    Reports on Form 8-K

The
Company filed a report on Form 8-K dated October 3, 2002 to furnish, pursuant to Regulation FD, a schedule summarizing the Company's domestic
same-facility case growth for the first three quarters of 2002.

The
Company filed a report on Form 8-K dated October 15, 2002 to furnish, pursuant to Regulation FD, a news release describing the Company's acquisition of a
majority ownership interest in an ambulatory surgery center in northern Ohio and a minority ownership interest in an ambulatory surgery center in Fort Worth, Texas.

II-3

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The
Company filed a report on Form 8-K dated October 30, 2002 to furnish, pursuant to Regulation FD, a news release describing the Company's third quarter
results.

The
Company filed a report on Form 8-K dated November 12, 2002 to furnish, pursuant to Regulation FD, a copy of materials dated November 2002 and
prepared with respect to presentations to investors and others that may be made by senior officers of the Company.

II-4

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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.

|                     |  | UNITED SURGICAL PARTNERS INTERNATIONAL, INC.
|-------------------- |  | --------------------------------------------
|Date: March 25, 2003 |  | By:                                         

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 capacities and on the
dates indicated.

|Signature                             |  | Title                                                                                                            |  | Date          
|------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------- |  | --------------
|                                      |  |                                                                                                                  |  |               
|/s/DONALD E. STEENDonald E. Steen     |  | Chairman of the Board and Chief Executive Officer (Principal Executive Officer)                                  |  | March 25, 2003
|/s/WILLIAM H. WILCOXWilliam H. Wilcox |  | President and Director                                                                                           |  | March 25, 2003
|/s/MARK A. KOPSERMark A. Kopser       |  | Senior Vice President and Chief Financial Officer (Principal Financial Officer)                                  |  | March 25, 2003
|/s/JOHN J. WELLIKJohn J. Wellik       |  | Senior Vice President, Chief Accounting Officer, Compliance Officer and Secretary (Principal Accounting Officer) |  | March 25, 2003
|*James C. Crews                       |  | Director                                                                                                         |  | March 25, 2003
|*D. Scott Mackesy                     |  | Director                                                                                                         |  | March 25, 2003
|                                      |  |                                                                                                                  |  |               

II-5

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|*Thomas L. Mills       |  | Director |  | March 25, 2003
|---------------------- |  | -------- |  | --------------
|*Boone Powell, Jr.     |  | Director |  | March 25, 2003
|*Paul B. Queally       |  | Director |  | March 25, 2003
|*David P. Zarin, M.D.  |  | Director |  | March 25, 2003
|*John C. Garrett, M.D. |  | Director |  | March 25, 2003
|*Jerry P. Widman       |  | Director |  | March 25, 2003
|*Joel T. Allison       |  | Director |  | March 25, 2003

John
J. Wellik, by signing his name hereto, does hereby sign this Annual Report on Form 10-K on behalf of each of the above-named directors and officers of the Company
on the date indicated below, pursuant to powers of attorney executed by each of such directors and officers and contemporaneously filed herewith with the Commission.

|By: |  | /s/JOHN J. WELLIKAttorney-in-fact |  | March 25, 2003
|--- |  | --------------------------------- |  | --------------

II-6

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CERTIFICATION

I,
Donald E. Steen, Chairman of the Board and Chief Executive Officer of United Surgical Partners International, Inc. (the "Company"), certify that:



|Date: March 25, 2003                                                                                              
|------------------------------------------------------------------------------------------------------------------
|/s/ Donald E. SteenDonald E. Steen
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)

II-7

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CERTIFICATION

I,
Mark A. Kopser, Senior Vice President and Chief Financial Officer of United Surgical Partners International, Inc. (the "Company"), certify that:



|Date: March 25, 2003                                                                                            
|----------------------------------------------------------------------------------------------------------------
|/s/ Mark A. KopserMark A. Kopser
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

II-8

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INDEX TO EXHIBITS

|Exhibit
Number |  |   |  | Description                                                                                                                                                                                                                                                                                                                                                                         
|-------------- |  | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1            |  | # |  | Agreement and Plan of Merger, dated as of December 6, 2000, among the Company, OPC Acquisition Corporation and OrthoLink Physicians Corporation (previously filed as Exhibit 2.1 to the Company's Registration Statement
on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                          
|2.2            |  | # |  | Agreement for the Sale and Purchase of Shares and Loan Notes in Aspen Healthcare Holdings Limited, dated April 6, 2000, between Electra Private Equity Partners 1995 and others and Global Healthcare Partners Limited
(previously filed as Exhibit 2.2 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)
|2.3            |  | # |  | Agreement and Plan of Reorganization, dated as of March 26, 2002, by and among the Company, USP Acquisition Corporation, Surgicoe Corporation and each of the shareholders of Surgicoe named in the agreement (previously
filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Commission on April 16, 2002 and incorporated herein by reference)        
|3.1            |  | # |  | Second Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3.1 to Amendment No. 4 to the Company's Registration Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                                                                              
|3.2            |  | # |  | Amended and Restated Bylaws (previously filed as Exhibit 3.2 to the Company's Registration Statement on Form S-3 (No. 333-99309) and incorporated herein by reference)                                                                                                                                                                                                              
|4.1            |  | # |  | Form of Common Stock Certificate (previously filed as Exhibit 4.1 to Amendment No. 4 to the Company's Registration Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                                                                                                      
|4.2            |  | # |  | Indenture, dated as of December 19, 2001, among United Surgical Partners Holdings, Inc., the guarantor parties thereto and U.S. Trust Company of Texas, N.A. (previously filed as Exhibit 4.2 to the Company's Annual
Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference)                                                                
|4.3            |  | # |  | Global Security, dated as of December 19, 2001, governing United Surgical Partners Holdings, Inc.'s outstanding 10% Senior Subordinated Notes due 2011 (previously filed as Exhibit 4.3 to the Company's Annual Report
on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference)                                                                      
|4.4            |  | # |  | Third Amended and Restated Stockholders' Agreement, dated March 27, 2000, by and among the Company and the security holders named therein (previously filed as Exhibit 4.2 to the Company's Registration Statement on Form
S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                
|4.5.1          |  | # |  | Amended and Restated Registration Rights Agreement, dated April 30, 1998, by and among the Company and the security holders named therein (the "Registration Rights Agreement") (previously filed as Exhibit 4.3.1 to the
Company's Registration Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                        
|4.5.2          |  | # |  | Amendment No. 1 to the Registration Rights Agreement, dated as of June 26, 1998, by and among the Company and the security holders named therein (previously filed as Exhibit 4.3.2 to the Company's Registration Statement
on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                       
|4.5.3          |  | # |  | Amendment No. 2 to the Registration Rights Agreement, dated as of July 31, 1998, by and among the Company and the security holders named therein (previously filed as Exhibit 4.3.3 to the Company's Registration Statement
on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                       
|4.5.4          |  | # |  | Amendment No. 3 to the Registration Rights Agreement, dated as of October 26, 1998, by and among the Company and the security holders named therein (previously filed as Exhibit 4.3.4 to the Company's Registration
Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                    

---

|4.5.5 |  | # |  | Amendment No. 4 to the Registration Rights Agreement, dated as of December 22, 1998, by and among the Company and the security holders named therein (previously filed as Exhibit 4.3.5 to the Company's Registration
Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                                             
|----- |  | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.5.6 |  | # |  | Amendment No. 5 to the Registration Rights Agreement, dated as of June 1, 1999, by and among the Company and the security holders named therein (previously filed as Exhibit 4.3.6 to the Company's Registration Statement on
Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                                                  
|4.5.7 |  | # |  | Amendment No. 6 to the Registration Rights Agreement, dated as of March 27, 2000, by and among the Company and the security holders named therein (previously filed as Exhibit 4.3.7 to the Company's Registration Statement
on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                                                
|4.5.8 |  | # |  | Amendment No. 7 to the Registration Rights Agreement, dated as of February 12, 2001, by and among the Company and the security holders named therein (previously filed as Exhibit 4.3.8 to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                          
|4.6   |  | # |  | Rights Agreement between the Company and First Union National Bank as Rights Agent dated June 13, 2001 (previously filed as Exhibit 4.1 to the Company's Form 8-A filed with the Commission on June 13,
2001 and incorporated herein by reference)                                                                                                                                                                            
|10.1  |  | # |  | Credit Agreement, dated April 6, 2000, by and among Global Healthcare Partners Limited and the Governor and Company of the Bank of Scotland (previously filed as Exhibit 10.3 to the Company's Registration Statement on Form
S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                                                       
|10.2  |  | # |  | Second Amended and Restated Credit Agreement, dated as of November 7, 2002, among USP Domestic Holdings, Inc., USPE Holdings Limited, various financial institutions from time to time parties thereto as the lenders
and Sun Trust Bank, as Administrative Agent (previously filed as Exhibit 10.1 to the Company's Annual Report on Form 10-Q for the quarter ended September 30, 2002 and incorporated herein by reference)
|10.3  |  | # |  | Contribution and Purchase Agreement, dated as of May 11, 1999, by and among USP North Texas, Inc., Baylor Health Services, Texas Health Ventures Group LLC and THVG/Health First L.L.C. (previously filed as Exhibit 10.11 to
Amendment No. 2 to the Company's Registration Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                       
|10.4  |  | # |  | Common Stock Purchase Warrant, dated June 1, 1999 (previously filed as Exhibit 10.15 to the Company's Registration Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                                                                                                                                                
|10.5  |  | # |  | Stock Purchase Warrant, dated March 27, 2000 (previously filed as Exhibit 10.16 to the Company's Registration Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                                                                                                                                                     
|10.6  |  | * |  | Employment Agreement, dated as of November 15, 2002, by and between the Company and Donald E. Steen                                                                                                                                                                                                                                                                                                                           
|10.7  |  | * |  | Employment Agreement, dated as of November 15, 2002, by and between the Company and William H. Wilcox                                                                                                                                                                                                                                                                                                                         
|10.8  |  | # |  | Stock Option and Restricted Stock Purchase Plan (previously filed as Exhibit 10.19 to the Company's Registration Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                                                                                                                                                  
|10.9  |  | # |  | 2001 Equity-Based Compensation Plan (previously filed as Exhibit 10.20 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                                                                                                                                           
|10.10 |  | # |  | Employee Stock Purchase Plan (previously filed as Exhibit 10.21 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (No. 333-55442) and incorporated herein by reference)                                                                                                                                                                                                                                  

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|10.11 |  | # |  | Deferred Compensation Plan, effective as of February 12, 2002 (previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002 and incorporated herein by
reference)                  
|----- |  | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.12 |  | # |  | Supplemental Retirement Plan, effective as of February 12, 2002 (previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 and incorporated herein by
reference)                 
|10.13 |  | # |  | Form of Indemnification Agreement between the Company and its directors and officers (previously filed as Exhibit 10.22 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (No. 333-55442) and
incorporated herein by reference)
|21.1  |  | * |  | List of the Company's subsidiaries.                                                                                                                                                                                                                 
|23.1  |  | * |  | Consent of KPMG LLP for United Surgical Partners International, Inc.                                                                                                                                                                                
|24.1  |  | * |  | Power of AttorneyDonald E. Steen                                                                                                                                                                                                                   
|24.2  |  | * |  | Power of AttorneyWilliam H. Wilcox                                                                                                                                                                                                                 
|24.3  |  | * |  | Power of AttorneyMark A. Kopser                                                                                                                                                                                                                    
|24.4  |  | * |  | Power of AttorneyJohn J. Wellik                                                                                                                                                                                                                    
|24.5  |  | * |  | Power of AttorneyJames C. Crews                                                                                                                                                                                                                    
|24.6  |  | * |  | Power of AttorneyD. Scott Mackesy                                                                                                                                                                                                                  
|24.7  |  | * |  | Power of AttorneyThomas L. Mills                                                                                                                                                                                                                   
|24.8  |  | * |  | Power of AttorneyBoone Powell, Jr.                                                                                                                                                                                                                 
|24.9  |  | * |  | Power of AttorneyPaul B. Queally                                                                                                                                                                                                                   
|24.10 |  | * |  | Power of AttorneyDavid P. Zarin, M.D.                                                                                                                                                                                                              
|24.11 |  | * |  | Power of AttorneyJohn C. Garrett, M.D.                                                                                                                                                                                                             
|24.12 |  | * |  | Power of AttorneyJerry P. Widman                                                                                                                                                                                                                   
|24.13 |  | * |  | Power of AttorneyJoel T. Allison                                                                                                                                                                                                                   
|99.1  |  | * |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. §1350                                                                                                                                                                                
|99.2  |  | * |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. §1350                                                                                                                                                                                

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---