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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-Q/A





(Amendment No.1)



|þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- | ----------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2011

Or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- | -----------------------------------------------------------------------------------------

For the transition period from              to
            .

Commission File Number 001-34583





Team Health Holdings, Inc.

(Exact name of registrant as specified in its charter)



|                                               |  |                                     
|---------------------------------------------- |  | ------------------------------------
|Delaware                                       |  | 36-4276525                          
|(State or other jurisdiction of incorporation) |  | (I.R.S. Employer Identification No.)

265 Brookview Centre Way

Suite 400

Knoxville, Tennessee 37919

(865) 693-1000

(Address, zip code, and telephone number, including area code, of registrants principal executive office.)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 and 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  þ    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

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



|                           |  |                      |  |                                              |  |                             
|-------------------------- |  | -------------------- |  | -------------------------------------------- |  | ----------------------------
|Large accelerated filer   ̈ |  | Accelerated filer  þ |  | Non-accelerated filer   ̈                     |  | Smaller reporting company   ̈
|                           |  |                      |  | (Do not check if asmaller reporting company) |  |                             

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  þ

As of April 29, 2011, there were outstanding 64,863,220 shares of common stock of Team Health Holdings, Inc, with a par value of
$.01.









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Explanatory Note

This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (this Amendment) amends the Quarterly Report on Form 10-Q of
Team Health Holdings, Inc. (the Company, we, us or our) for the three months ended March 31, 2011, originally filed with the Securities and Exchange Commission (the SEC) on May 3, 2011. We
are filing this Amendment to reflect restatements of our consolidated balance sheets as of December 31, 2010 and March 31, 2011 and consolidated statements of operations and cash flows for the three months ended March 31, 2011 and
March 31, 2010, and the related notes thereto, to adjust our accounting for certain acquisitions that contain contingent consideration provisions and accounting for equity based compensation, as more fully described in Note 2 to the
Consolidated Financial Statements contained in this Amendment. In addition, concurrently with the filing of this Amendment, we are filing an amendment to our annual report on Form 10-K for the year ended December 31, 2010 and an amendment to our
quarterly report on Form 10-Q for the three months ended June 30, 2011 to reflect restatements of our financial statements included in those reports.

For the convenience of the reader, this Amendment amends and restates the Original Filing in its entirety. However, revisions have been made to the following sections only, solely to reflect the
restatements:



| |  |  | Item 1  Financial Statements
| | - |  | -----------------------------



| |  |  | Item 2  Managements Discussion and Analysis of Financial Condition and Results of Operations
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | Item 4  Controls and Procedures
| | - |  | --------------------------------

In addition, currently dated certifications of our principal executive officer and principal financial officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, are filed as exhibits
to this Amendment.

Except as described above, no other changes have been made to the Original Filing. The Original Filing
continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing. Other events occurring after the date
of the Original Filing or other information necessary to reflect subsequent events have been disclosed in reports filed with the SEC subsequent to the Original Filing, including any amendments to those reports.



2



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FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical facts and that reflect the current view of Team Health Holdings, Inc. (the
Company) about future events and financial performance are hereby identified as forward looking statements. Some of these statements can be identified by terms and phrases such as anticipate, believe,
intend, estimate, expect, continue, could, should, may, plan, project, predict and similar expressions. The Company cautions
readers of this Form 10-Q that such forward looking statements, including without limitation, those relating to the Companys future business prospects, revenue, working capital, professional liability expense, liquidity, capital
needs, interest costs and income, wherever they occur in this Form 10-Q or in other statements attributable to the Company, are necessarily estimates reflecting the judgment of the Companys senior management and involve a number of risks and
uncertainties that could cause actual results to differ materially from those suggested by the forward looking statements. Factors that could cause our actual results to differ materially from those expressed or implied in such
forward-looking statements, include, but are not limited to:



| |  |  | the current U.S. and global economic conditions;
| | - |  | ------------------------------------------------



| |  |  | the current U.S. and state healthcare reform legislative initiatives;
| | - |  | ---------------------------------------------------------------------



| |  |  | the effect and interpretation of current or future government regulation of the healthcare industry, and our ability to comply with these regulations;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our exposure to billing investigations and audits by federal and state authorities, as well as non-governmental auditing contractors;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our exposure to professional liability lawsuits;
| | - |  | ------------------------------------------------



| |  |  | the adequacy of our insurance reserves;
| | - |  | ---------------------------------------



| |  |  | our reliance on reimbursements by third-party payers, as well as payments by individuals;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | change in rates or methods of government payments for our services;
| | - |  | -------------------------------------------------------------------



| |  |  | the general level of emergency department patient volumes at our clients facilities;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | our exposure to the financial risks associated with fee for service contracts;
| | - |  | ------------------------------------------------------------------------------



| |  |  | our ability to timely or accurately bill for services;
| | - |  | ------------------------------------------------------



| |  |  | our ability to timely enroll healthcare professionals in the Medicare program;
| | - |  | ------------------------------------------------------------------------------



| |  |  | a reclassification of independent contractor physicians by tax authorities;
| | - |  | ---------------------------------------------------------------------------



| |  |  | the concentration of a significant number of our programs in certain states, particularly Florida and Tennessee;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | any loss of or failure to renew contracts within the Military Health System Program, which are subject to a competitive bidding process;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our exposure to litigation;
| | - |  | ---------------------------



| |  |  | fluctuations in our quarterly operating results which could affect our ability to raise new capital for our business;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | effect on our revenues if we experience a net loss of contracts;
| | - |  | ----------------------------------------------------------------



| |  |  | our ability to accurately assess the costs we will incur under new contracts;
| | - |  | -----------------------------------------------------------------------------



| |  |  | our ability to find suitable acquisition candidates or successfully integrate completed acquisitions;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | our ability to implement our business strategy and manage our growth effectively;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | our future capital needs and ability to raise capital when needed;
| | - |  | ------------------------------------------------------------------



3



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| |  |  | our ability to successfully recruit and retain qualified healthcare professionals;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | enforceability of our non-competition and non-solicitation contractual arrangements with some affiliated physicians and professional corporations;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the high level of competition in our industry;
| | - |  | ----------------------------------------------



| |  |  | our dependence on numerous complex information systems and our ability to maintain these systems or implement new systems;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to protect our proprietary technology and services;
| | - |  | ---------------------------------------------------------------



| |  |  | our loss of key personnel and/or ability to attract and retain highly qualified personnel;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | our ability to comply with federal or state anti-kickback laws;
| | - |  | ---------------------------------------------------------------



| |  |  | changes in existing laws or regulations, adverse judicial or administrative interpretations of these laws and regulations or enactment of new
legislation;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our exposure to a loss of contracts with our physicians or termination of relationships with our affiliated professional corporations in order to
comply with antitrust laws;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our substantial indebtedness and ability to incur substantially more debt;
| | - |  | --------------------------------------------------------------------------



| |  |  | our ability to generate sufficient cash to service our debt;
| | - |  | ------------------------------------------------------------



| |  |  | restrictive covenants in our debt agreements which may restrict our ability to pursue our business strategies and our ability to comply with them; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the interests of our sponsor may be in conflict with your interests.
| | - |  | --------------------------------------------------------------------

For a more detailed discussion of these factors, see the information under the caption Risk Factors in the Companys
most recent annual report on Form 10-K filed with the Securities and Exchange Commission and Managements Discussion and Analysis of Financial Condition and Results of Operations herein and in the Companys most recent
annual report on Form 10-K.

The Companys forward-looking statements speak only as of the date of this report or as
of the date they are made. The Company disclaims any intent or obligation to update any forward looking statement made in this Form 10-Q to reflect changed assumptions, the occurrence of unanticipated events or changes to future
operating results over time.



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TEAM HEALTH HOLDINGS, INC.

QUARTERLY REPORT FOR THE THREE MONTHS

ENDED MARCH 31, 2011



|                              |  |                                                                                                  |    |      |    | 
|----------------------------- |  | ------------------------------------------------------------------------------------------------ | -- | ---- | -- | 
|                              |  |                                                                                                  |    | Page |   
|Part 1. Financial Information |  |                                                                                                  |    |     
|Item 1.                       |  | Financial Statements (Unaudited) (Restated)                                                      |    |      | 6  | 
|                              |  | Consolidated Balance SheetsDecember 31, 2010 and March 31, 2011                                 |    |      | 6  | 
|                              |  | Consolidated Statements of OperationsThree months ended March 31, 2010 and 2011                 |    |      | 7  | 
|                              |  | Consolidated Statements of Cash FlowsThree months ended March 31, 2010 and 2011                 |    |      | 8  | 
|                              |  | Notes to Consolidated Financial Statements                                                       |    |      | 9  | 
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations (Restated) |    |      | 24 | 
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                       |    |      | 40 | 
|Item 4.                       |  | Controls and Procedures (Restated)                                                               |    |      | 40 | 
|                              | 
|Part 2. Other Information     |  |                                                                                                  |    |     
|Item 1.                       |  | Legal Proceedings                                                                                |    |      | 42 | 
|Item 1A.                      |  | Risk Factors                                                                                     |    |      | 42 | 
|Item 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                                      |    |      | 42 | 
|Item 3.                       |  | Defaults Upon Senior Securities                                                                  |    |      | 42 | 
|Item 4.                       |  | (Removed and Reserved)                                                                           |    |      | 42 | 
|Item 5.                       |  | Other Information                                                                                |    |      | 42 | 
|Item 6.                       |  | Exhibits                                                                                         |    |      | 43 | 
|Signatures                    |  |                                                                                                  | 44 |     



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PART 1. FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

TEAM HEALTH HOLDINGS, INC.

CONSOLIDATED BALANCE
SHEETS



|                                                                                                                                                                  |  |                            |          |   |               |   |          |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | -------- | - | ------------- | - | -------- | -
|                                                                                                                                                                  |  | December 31,2010           |          |   | March 31,2011 |  
|                                                                                                                                                                  |  | Restated                   |          |   | Restated      |  
|                                                                                                                                                                  |  | (Unaudited) (In thousands) |         
|ASSETS                                                                                                                                                            |  |                            |          |   |               |   |          |  
|Current assets:                                                                                                                                                   |  |                            |          |   |               |   |          |  
|Cash and cash equivalents                                                                                                                                         |  | $                          | 30,337   |   |               | $ | 49,153   |  
|Accounts receivable, less allowance for uncollectibles of $194,833 and$220,481 in 2010 and 2011, respectively                                                     |  |                            | 241,238  |   |               |   | 258,490  |  
|Prepaid expenses and other current assets                                                                                                                         |  |                            | 21,211   |   |               |   | 20,024   |  
|Receivables under insured programs                                                                                                                                |  |                            | 15,492   |   |               |   | 15,812   |  
|Income tax receivable                                                                                                                                             |  |                            | 2,179    |   |               |   |         |  
|                                                                                                                                                                  |  |                            |          |   |               |   |          |  
|Total current assets                                                                                                                                              |  |                            | 310,457  |   |               |   | 343,479  |  
|Investments of insurance subsidiary                                                                                                                               |  |                            | 87,781   |   |               |   | 89,507   |  
|Property and equipment, net                                                                                                                                       |  |                            | 35,159   |   |               |   | 34,177   |  
|Other intangibles, net                                                                                                                                            |  |                            | 60,866   |   |               |   | 57,228   |  
|Goodwill                                                                                                                                                          |  |                            | 174,439  |   |               |   | 174,439  |  
|Deferred income taxes                                                                                                                                             |  |                            | 45,791   |   |               |   | 42,745   |  
|Receivables under insured programs                                                                                                                                |  |                            | 28,639   |   |               |   | 27,848   |  
|Other                                                                                                                                                             |  |                            | 38,706   |   |               |   | 37,942   |  
|                                                                                                                                                                  |  |                            |          |   |               |   |          |  
|                                                                                                                                                                  |  | $                          | 781,838  |   |               | $ | 807,365  |  
|                                                                                                                                                                  |  |                            |          |   |               |   |          |  
|LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)                                                                                                                    |  |                            |          |   |               |   |          |  
|Current liabilities:                                                                                                                                              |  |                            |          |   |               |   |          |  
|Accounts payable                                                                                                                                                  |  | $                          | 18,556   |   |               | $ | 14,897   |  
|Accrued compensation and physician payable                                                                                                                        |  |                            | 131,043  |   |               |   | 130,399  |  
|Other accrued liabilities                                                                                                                                         |  |                            | 106,824  |   |               |   | 104,498  |  
|Income tax payable                                                                                                                                                |  |                            |         |   |               |   | 5,174    |  
|Current maturities of long-term debt                                                                                                                              |  |                            | 4,250    |   |               |   | 4,250    |  
|Deferred income taxes                                                                                                                                             |  |                            | 38,438   |   |               |   | 40,975   |  
|                                                                                                                                                                  |  |                            |          |   |               |   |          |  
|Total current liabilities                                                                                                                                         |  |                            | 299,111  |   |               |   | 300,193  |  
|Long-term debt, less current maturities                                                                                                                           |  |                            | 399,500  |   |               |   | 398,438  |  
|Other non-current liabilities                                                                                                                                     |  |                            | 151,980  |   |               |   | 153,308  |  
|Shareholders equity (deficit):                                                                                                                                   |  |                            |          |   |               |   |          |  
|Common stock, ($0.01 par value; 100,000 shares authorized, 64,489 and 64,743 shares issued and outstanding at December 31,
2010 and March 31, 2011, respectively) |  |                            | 645      |   |               |   | 647      |  
|Additional paid-in capital                                                                                                                                        |  |                            | 522,992  |   |               |   | 526,689  |  
|Accumulated deficit                                                                                                                                               |  |                            | (593,295 | ) |               |   | (573,174 | )
|Accumulated other comprehensive gain                                                                                                                              |  |                            | 905      |   |               |   | 1,264    |  
|                                                                                                                                                                  |  |                            |          |   |               |   |          |  
|Shareholders deficit                                                                                                                                             |  |                            | (68,753  | ) |               |   | (44,574  | )
|                                                                                                                                                                  |  |                            |          |   |               |   |          |  
|                                                                                                                                                                  |  | $                          | 781,838  |   |               | $ | 807,365  |  
|                                                                                                                                                                  |  |                            |          |   |               |   |          |  

See accompanying notes to consolidated financial statements.



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TEAM HEALTH HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS



|                                                                                                                                            |  |                                       |         |   |          |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | ------- | - | -------- | - | ------- | -
|                                                                                                                                            |  | Three Months EndedMarch 31,           |        
|                                                                                                                                            |  | 2010                                  |         |   | 2011     |  
|                                                                                                                                            |  | Restated                              |         |   | Restated |  
|                                                                                                                                            |  | (Unaudited)                           |        
|                                                                                                                                            |  | (In thousands, except per share data) |        
|Net revenue                                                                                                                                 |  | $                                     | 631,966 |   |          | $ | 719,134 |  
|Provision for uncollectibles                                                                                                                |  |                                       | 267,501 |   |          |   | 306,640 |  
|                                                                                                                                            |  |                                       |         |   |          |   |         |  
|Net revenue less provision for uncollectibles                                                                                               |  |                                       | 364,465 |   |          |   | 412,494 |  
|Cost of services rendered (exclusive of depreciation and amortization shown separately below)                                               |  |                                       |         |   |          |   |         |  
|Professional service expenses                                                                                                               |  |                                       | 282,824 |   |          |   | 313,650 |  
|Professional liability costs                                                                                                                |  |                                       | 5,937   |   |          |   | 14,739  |  
|General and administrative expenses (includes contingent purchase compensation expense of $2,803 and $2,617 in 2010 and 2011,
respectively) |  |                                       | 33,604  |   |          |   | 40,754  |  
|Other income, net                                                                                                                           |  |                                       | (62     | ) |          |   | (548    | )
|Depreciation and amortization                                                                                                               |  |                                       | 6,127   |   |          |   | 6,689   |  
|Interest expense, net                                                                                                                       |  |                                       | 5,763   |   |          |   | 3,277   |  
|Transaction costs                                                                                                                           |  |                                       | 65      |   |          |   | 154     |  
|Loss on extinguishment of debt                                                                                                              |  |                                       | 14,862  |   |          |   |        |  
|                                                                                                                                            |  |                                       |         |   |          |   |         |  
|Earnings before income taxes                                                                                                                |  |                                       | 15,345  |   |          |   | 33,779  |  
|Provision for income taxes                                                                                                                  |  |                                       | 6,020   |   |          |   | 13,659  |  
|                                                                                                                                            |  |                                       |         |   |          |   |         |  
|Net earnings                                                                                                                                |  | $                                     | 9,325   |   |          | $ | 20,120  |  
|                                                                                                                                            |  |                                       |         |   |          |   |         |  
|Net earnings per share                                                                                                                      |  |                                       |         |   |          |   |         |  
|Basic                                                                                                                                       |  | $                                     | 0.15    |   |          | $ | 0.31    |  
|Diluted                                                                                                                                     |  | $                                     | 0.14    |   |          | $ | 0.31    |  
|Weighted average shares outstanding                                                                                                         |  |                                       |         |   |          |   |         |  
|Basic                                                                                                                                       |  |                                       | 63,920  |   |          |   | 64,475  |  
|Diluted                                                                                                                                     |  |                                       | 64,529  |   |          |   | 65,593  |  

See accompanying notes to consolidated financial statements.



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TEAM HEALTH HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                  |  |                             |          |   |          |   |          |  
|----------------------------------------------------------------- |  | --------------------------- | -------- | - | -------- | - | -------- | -
|                                                                  |  | Three months EndedMarch 31, |         
|                                                                  |  | 2010                        |          |   | 2011     |  
|                                                                  |  | Restated                    |          |   | Restated |  
|                                                                  |  | (Unaudited)                 |         
|                                                                  |  | (In thousands)              |         
|Operating Activities                                              |  |                             |          |   |          |   |          |  
|Net earnings                                                      |  | $                           | 9,325    |   |          | $ | 20,120   |  
|Adjustments to reconcile net earnings:                            |  |                             |          |   |          |   |          |  
|Depreciation and amortization                                     |  |                             | 6,127    |   |          |   | 6,689    |  
|Amortization of deferred financing costs                          |  |                             | 537      |   |          |   | 456      |  
|Employee equity-based compensation expense                        |  |                             | 204      |   |          |   | 606      |  
|Provision for uncollectibles                                      |  |                             | 267,501  |   |          |   | 306,640  |  
|Deferred income taxes                                             |  |                             | 5,507    |   |          |   | 5,334    |  
|Loss on extinguishment of debt                                    |  |                             | 3,837    |   |          |   |         |  
|Loss on disposal of equipment                                     |  |                             | 3        |   |          |   | 18       |  
|Loss on assets held for sale                                      |  |                             |         |   |          |   | 20       |  
|Equity in joint venture income                                    |  |                             | (525     | ) |          |   | (540     | )
|Changes in operating assets and liabilities, net of acquisitions: |  |                             |          |   |          |   |          |  
|Accounts receivable                                               |  |                             | (280,117 | ) |          |   | (323,892 | )
|Prepaids and other assets                                         |  |                             | (1,771   | ) |          |   | 1,897    |  
|Income tax accounts                                               |  |                             | (24      | ) |          |   | 7,402    |  
|Accounts payable                                                  |  |                             | (4,643   | ) |          |   | (3,517   | )
|Accrued compensation and physician payable                        |  |                             | (18,306  | ) |          |   | 83       |  
|Contingent purchase expense liability                             |  |                             | 2,803    |   |          |   | (4,253   | )
|Other accrued liabilities                                         |  |                             | 1,534    |   |          |   | 1,174    |  
|Professional liability reserves                                   |  |                             | (2,676   | ) |          |   | 2,698    |  
|                                                                  |  |                             |          |   |          |   |          |  
|Net cash (used in) provided by operating activities               |  |                             | (10,684  | ) |          |   | 20,935   |  
|                                                                  |  |                            
|Investing Activities                                              |  |                             |          |   |          |   |          |  
|Purchases of property and equipment                               |  |                             | (1,189   | ) |          |   | (2,202   | )
|Sale of property and equipment                                    |  |                             |         |   |          |   | 90       |  
|Cash paid for acquisitions, net                                   |  |                             | (4,159   | ) |          |   |         |  
|Purchases of investments by insurance subsidiary                  |  |                             | (9,876   | ) |          |   | (16,215  | )
|Proceeds from investments by insurance subsidiary                 |  |                             | 8,052    |   |          |   | 14,177   |  
|                                                                  |  |                             |          |   |          |   |          |  
|Net cash used in investing activities                             |  |                             | (7,172   | ) |          |   | (4,150   | )
|                                                                  |  |                            
|Financing Activities                                              |  |                             |          |   |          |   |          |  
|Payments on notes payable                                         |  |                             | (1,062   | ) |          |   | (1,062   | )
|Payments on 11.25% senior subordinated notes                      |  |                             | (157,502 | ) |          |   |         |  
|Proceeds from revolving credit facility                           |  |                             | 56,000   |   |          |   |         |  
|Payments on revolving credit facility                             |  |                             | (56,000  | ) |          |   |         |  
|Proceeds from sale of common shares                               |  |                             | 21,769   |   |          |   |         |  
|Proceeds from exercise of stock options                           |  |                             |         |   |          |   | 3,559    |  
|Stock issuance costs                                              |  |                             |         |   |          |   | (466     | )
|                                                                  |  |                             |          |   |          |   |          |  
|Net cash (used in) provided by financing activities               |  |                             | (136,795 | ) |          |   | 2,031    |  
|                                                                  |  |                             |          |   |          |   |          |  
|Net (decrease) increase in cash                                   |  |                             | (154,651 | ) |          |   | 18,816   |  
|Cash and cash equivalents, beginning of period                    |  |                             | 170,331  |   |          |   | 30,337   |  
|                                                                  |  |                             |          |   |          |   |          |  
|Cash and cash equivalents, end of period                          |  | $                           | 15,680   |   |          | $ | 49,153   |  
|                                                                  |  |                             |          |   |          |   |          |  
|Interest paid                                                     |  | $                           | 6,551    |   |          | $ | 4,334    |  
|                                                                  |  |                             |          |   |          |   |          |  
|Taxes paid                                                        |  | $                           | 593      |   |          | $ | 968      |  
|                                                                  |  |                             |          |   |          |   |          |  

See accompanying notes to consolidated financial statements.



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TEAM HEALTH HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Organization and Basis of Presentation

The accompanying unaudited consolidated financial statements include the accounts of Team Health Holdings, Inc. (the Company)
and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring items) necessary for a fair presentation of results for
the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. The consolidated balance sheet of the Company at December 31, 2010 has been derived from the audited
financial statements at that date, but does not include all of the information and disclosures required by accounting principles generally accepted in the United States for complete financial statements. These financial statements and the notes
thereto should be read in conjunction with the December 31, 2010 audited consolidated financial statements and the notes thereto included in our annual report on Form 10-K for fiscal 2010 filed with the SEC.

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and notes. Actual results could differ from those estimates.

Note 2. Restatement of Consolidated Financial Statements

The Company has restated its consolidated balance sheets as of December 31, 2010 and March 31, 2011, its consolidated statements of operations and cash flows for the three months ended March 31, 2010 and
2011 to correct errors in the accounting for certain acquisitions that contain contingent consideration provisions. Historically the Company has recorded all contingent consideration arising from acquisitions as additional purchase consideration;
however, in accordance with Accounting Codification Standard Topic 805 Business Combinations (ASC 805), the proper accounting treatment for any contingent consideration that has a continuing employment requirement for the
seller is to recognize such consideration as compensation expense ratably over the applicable measurement period. Additionally, the Company has concluded that certain restricted equity awards that were granted and outstanding from 2006 through 2009
should have been accounted for as a liability award instead of an equity award in accordance with the provisions of Accounting Standards Codification Topic 718 Compensation  Stock Compensation (ASC 718). Accordingly,
the Company should have recorded additional compensation expense in prior reporting periods based on the change in fair value of the awards from the date of grant to the settlement date in the applicable periods. The effect on the previously
reported historical financials for this prior year share-based compensation adjustment is a restatement of the accumulated deficit and additional paid in capital which results in no change to the previously reported shareholders deficit on the
Companys consolidated balance sheet. The financial statements for the periods presented have been restated to reflect these corrections.



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The impact of the correction of the errors on the affected line items of the Companys
consolidated balance sheets as of December 31, 2010 and March 31, 2011, its consolidated statements of operations and cash flows for the three months ended March 31, 2010 and 2011 is set forth below (in thousands):

Consolidated Balance Sheet

as of December 31, 2010



|                              |  |                       |          |   |             |   |         |             |  |   |          |  
|----------------------------- |  | --------------------- | -------- | - | ----------- | - | ------- | ----------- |  | - | -------- | -
|                              |  | As PreviouslyReported |          |   | Adjustments |   |         | As Restated | 
|Deferred income taxes         |  | $                     | 35,474   |   |             | $ | 10,317  |             |  | $ | 45,791   |  
|Other intangibles, net        |  |                       | 63,739   |   |             |   | (2,873  | )           |  |   | 60,866   |  
|Goodwill                      |  |                       | 207,782  |   |             |   | (33,343 | )           |  |   | 174,439  |  
|Total assets                  |  |                       | 807,737  |   |             |   | (25,899 | )           |  |   | 781,838  |  
|                              |  |                       |         
|Other accrued liabilities     |  |                       | 100,318  |   |             |   | 6,506   |             |  |   | 106,824  |  
|Total current liabilities     |  |                       | 292,605  |   |             |   | 6,506   |             |  |   | 299,111  |  
|                              |  |                       |         
|Other non-current liabilities |  |                       | 166,985  |   |             |   | (15,005 | )           |  |   | 151,980  |  
|Additional paid in capital    |  |                       | 516,468  |   |             |   | 6,524   |             |  |   | 522,992  |  
|Accumulated deficit           |  |                       | (569,371 | ) |             |   | (23,924 | )           |  |   | (593,295 | )
|Shareholders deficit         |  |                       | (51,353  | ) |             |   | (17,400 | )           |  |   | (68,753  | )

Consolidated Balance Sheet

as of March 31, 2011



|                              |  |                       |          |   |             |   |         |             |  |   |          |  
|----------------------------- |  | --------------------- | -------- | - | ----------- | - | ------- | ----------- |  | - | -------- | -
|                              |  | As PreviouslyReported |          |   | Adjustments |   |         | As Restated | 
|Other intangibles, net        |  | $                     | 59,891   |   |             | $ | (2,663  | )           |  | $ | 57,228   |  
|Goodwill                      |  |                       | 207,782  |   |             |   | (33,343 | )           |  |   | 174,439  |  
|Deferred income taxes         |  |                       | 31,537   |   |             |   | 11,208  |             |  |   | 42,745   |  
|Total assets                  |  |                       | 832,163  |   |             |   | (24,798 | )           |  |   | 807,365  |  
|Other accrued liabilities     |  |                       | 103,002  |   |             |   | 1,496   |             |  |   | 104,498  |  
|Total current liabilities     |  |                       | 298,697  |   |             |   | 1,496   |             |  |   | 300,193  |  
|                              |  |                       |         
|Other non-current liabilities |  |                       | 160,686  |   |             |   | (7,378  | )           |  |   | 153,308  |  
|Additional paid in capital    |  |                       | 520,165  |   |             |   | 6,524   |             |  |   | 526,689  |  
|Accumulated deficit           |  |                       | (547,734 | ) |             |   | (25,440 | )           |  |   | (573,174 | )
|Shareholders deficit         |  |                       | (25,658  | ) |             |   | (18,916 | )           |  |   | (44,574  | )

Consolidated Statement of Operations

for the Three Months Ended March 31, 2010



|                                    |  |                       |        |  |             |   |        |             |  |   |        | 
|----------------------------------- |  | --------------------- | ------ |  | ----------- | - | ------ | ----------- |  | - | ------ | 
|                                    |  | As PreviouslyReported |        |  | Adjustments |   |        | As Restated | 
|General and administrative expenses |  | $                     | 30,801 |  |             | $ | 2,803  |             |  | $ | 33,604 | 
|Depreciation and amortization       |  |                       | 6,415  |  |             |   | (288   | )           |  |   | 6,127  | 
|Earnings before income taxes        |  |                       | 17,860 |  |             |   | (2,515 | )           |  |   | 15,345 | 
|Provision for income taxes          |  |                       | 6,962  |  |             |   | (942   | )           |  |   | 6,020  | 
|Net earnings                        |  |                       | 10,898 |  |             |   | (1,573 | )           |  |   | 9,325  | 
|Net earnings per share              |  |                       |        |  |             |   |        |             |  |   |        | 
|Basic                               |  | $                     | 0.17   |  |             |   | (0.02  | )           |  | $ | 0.15   | 
|Diluted                             |  | $                     | 0.17   |  |             |   | (0.03  | )           |  | $ | 0.14   | 



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Consolidated Statement of Operations

for the Three Months Ended March 31, 2011



|                                    |  |                       |        |  |             |   |        |             |  |   |        | 
|----------------------------------- |  | --------------------- | ------ |  | ----------- | - | ------ | ----------- |  | - | ------ | 
|                                    |  | As PreviouslyReported |        |  | Adjustments |   |        | As Restated | 
|General and administrative expenses |  | $                     | 38,137 |  |             | $ | 2,617  |             |  | $ | 40,754 | 
|Depreciation and amortization       |  |                       | 6,899  |  |             |   | (210   | )           |  |   | 6,689  | 
|Earnings before income taxes        |  |                       | 36,186 |  |             |   | (2,407 | )           |  |   | 33,779 | 
|Provision for income taxes          |  |                       | 14,550 |  |             |   | (891   | )           |  |   | 13,659 | 
|Net earnings                        |  |                       | 21,636 |  |             |   | (1,516 | )           |  |   | 20,120 | 
|Net earnings per share              |  |                       |        |  |             |   |        |             |  |   |        | 
|Basic                               |  | $                     | 0.34   |  |             |   | (0.03  | )           |  | $ | 0.31   | 
|Diluted                             |  | $                     | 0.33   |  |             |   | (0.02  | )           |  | $ | 0.31   | 

Consolidated Statement of Cash Flows

for the Three Months Ended March 31, 2010



|                                                                  |  |                       |        |  |             |   |        |             |  |   |       | 
|----------------------------------------------------------------- |  | --------------------- | ------ |  | ----------- | - | ------ | ----------- |  | - | ----- | 
|                                                                  |  | As PreviouslyReported |        |  | Adjustments |   |        | As Restated | 
|Net earnings                                                      |  | $                     | 10,898 |  |             | $ | (1,573 | )           |  | $ | 9,325 | 
|Adjustments to reconcile net earnings :                           |  |                       |        |  |             |   |        |             |  |   |       | 
|Depreciation and amortization                                     |  |                       | 6,415  |  |             |   | (288   | )           |  |   | 6,127 | 
|Deferred income taxes                                             |  |                       | 6,449  |  |             |   | (942   | )           |  |   | 5,507 | 
|                                                                  |  |                       |       
|Changes in operating assets and liabilities, net of acquisitions: |  |                       |        |  |             |   |        |             |  |   |       | 
|Contingent purchase liability                                     |  |                       |       |  |             |   | 2,803  |             |  |   | 2,803 | 

Consolidated Statement of Cash Flows

for the Three Months Ended March 31, 2011



|                                                                  |  |                       |         |   |             |   |        |             |  |   |        |  
|----------------------------------------------------------------- |  | --------------------- | ------- | - | ----------- | - | ------ | ----------- |  | - | ------ | -
|                                                                  |  | As PreviouslyReported |         |   | Adjustments |   |        | As Restated | 
|Net income                                                        |  | $                     | 21,636  |   |             | $ | (1,516 | )           |  | $ | 20,120 |  
|Adjustments to reconcile net earnings :                           |  |                       |         |   |             |   |        |             |  |   |        |  
|Depreciation and amortization                                     |  |                       | 6,899   |   |             |   | (210   | )           |  |   | 6,689  |  
|Deferred income taxes                                             |  |                       | 6,225   |   |             |   | (891   | )           |  |   | 5,334  |  
|                                                                  |  |                       |        
|Changes in operating assets and liabilities, net of acquisitions: |  |                       |         |   |             |   |        |             |  |   |        |  
|Contingent purchase liability                                     |  |                       |        |   |             |   | (4,253 | )           |  |   | (4,253 | )
|Net cash provided by operating activities                         |  |                       | 27,805  |   |             |   | (6,870 | )           |  |   | 20,935 |  
|                                                                  |  |                       |        
|Cash paid for acquisitions, net                                   |  |                       | (6,870  | ) |             |   | 6,870  |             |  |   |       |  
|Net cash used in investing activities                             |  |                       | (11,020 | ) |             |   | 6,870  |             |  |   | (4,150 | )

As further described in Note 7 the Company has reclassified to Level 2, certain investments which were
misclassified previously as Level 1.

Note 3. Secondary Offering

The Company completed a secondary offering of common stock in March of 2011. The 8,830,000 secondary shares in aggregate were sold by the
Companys principal shareholder, Ensemble Parent LLC, an investment fund affiliated with The Blackstone Group L. P. and its chief financial officer. The Company did not receive any proceeds from the sale of shares in the offering.



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Note 4. Recently Issued Accounting Standards

In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ASU No. 2010-06,
Improving Disclosures about Fair Value Measurements(ASU 2010-06). ASU 2010-06 amends Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures (ASC Topic 820) to
require a number of additional disclosures regarding fair value measurements, including the requirement that companies disclose the amounts of significant transfers between Level 1 and Level 2 of the fair value hierarchy and the reasons for these
transfers. ASU 2010-06 also provided clarification on the requirement that companies are required to provide fair value measurement disclosures for each class of assets and liabilities. In accordance with the first quarter 2010 effective date, the
newly required disclosures have been reflected in the accompanying notes to these consolidated financial statements.

In
December 2010, the FASB issued ASU 2010-28, Intangible Goodwill and Other (Topic 350): When to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. This update requires
an entity to perform all steps in the test for a reporting unit whose carrying value is zero or negative if it is more likely than not (more than 50%) that a goodwill impairment exists based on qualitative factors, resulting in the elimination of an
entitys ability to assert that such a reporting units goodwill is not impaired and additional testing is not necessary despite the existence of qualitative factors that indicate otherwise. These changes became effective for the Company
beginning January 1, 2011. The adoption of this ASU did not have a material impact on the Companys financial statements.

In December 2010, the FASB issued ASU 2010-29, Business Combinations (Topic 805): Disclosure of supplementary pro forma information for business combinations. This update changes the
disclosure of pro forma information for business combinations. These changes clarify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business
combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. Also, the existing supplemental pro forma disclosure requirements were expanded to include a description of the
nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. These changes became effective for the Company beginning January 1,
2011. This update could have an impact on the Companys disclosures for future business combinations but the effect is dependent upon acquisitions that are made in such periods.

Note 5. Acquisitions (Restated)

In March 2010, the Company completed the
acquisitions of certain assets and related business operations of two emergency medical staffing businesses and clinics located in Virginia, Rhode Island and Florida. In August 2010, the Company completed the acquisition of certain assets and
related business operations of an emergency medical staffing business located in Oklahoma and Kansas. The purchase price for these acquisitions was allocated in accordance with the provisions of ASC Topic 805, Business
Combinations to net assets acquired, including goodwill of $31.9 million (all of which is tax deductible goodwill) and contract intangibles of approximately $22.2 million, based on managements estimates.

The results of operations of the acquired businesses have been included in the Companys consolidated financial statements beginning
on the respective acquisition dates.

In April 2011, the Company announced it had entered into an agreement to acquire certain
assets of a medical staffing group that provides emergency department staffing services to a hospital located in Alabama. Under the terms of the agreement, the Company began providing staffing services for this hospital that cares for approximately
70,000 patients annually in late April 2011. The results of operations for this acquisition will be included in the Companys consolidated financial statements once services commence.

In all of the above acquisitions that contain contingent considerations, such payments are tied to continuing employment. When contingent
payments are tied to continuing employment, such amounts are recorded as compensation.



12



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Note 6. Radiology Operations

During the fourth quarter of 2010, the Company completed a strategic review of its radiology operations, including past performance and future growth opportunities and based upon the review, concluded
that the existing business model of providing teleradiology and radiology staffing services was not a viable long term strategy and could not consistently meet internal growth targets. As a result of this review, the Company made a decision to exit
this non-core business line. This process was essentially completed during the first quarter of 2011 with the sale of its teleradiology business. For the three months ended March 31, 2010 and 2011 the radiology division generated approximately
$3.0 million and $2.2 million of net revenue less provision, respectively.

Note 7. Fair Value Measurements

The Company applies the provisions of FASB ASC Topic 820, Fair Value Measurements and Disclosures, in determining the
fair value of its financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements but rather applies to
all other accounting pronouncements that require or permit fair value measurements.

FASB ASC Topic 820 prioritizes the inputs
used in measuring fair value into the following hierarchy:



| | Level 1 | Quoted prices (unadjusted) in active markets for identical assets or liabilities;
| | ------- | ---------------------------------------------------------------------------------



| | Level 2 | Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;
| | ------- | ----------------------------------------------------------------------------------------------------------



| | Level 3 | Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market
participants would use in pricing.
| | ------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following table provides information on those assets and liabilities the
Company currently measures at fair value on a recurring basis (in thousands):



|                                                   |  |                                                             |        |  |                                |   |        |                   |  |   |                   |  |  |                   |        |  |  |   |   | 
|-------------------------------------------------- |  | ----------------------------------------------------------- | ------ |  | ------------------------------ | - | ------ | ----------------- |  | - | ----------------- |  |  | ----------------- | ------ |  |  | - | - | 
|                                                   |  | Carrying AmountIn ConsolidatedBalance SheetDecember 31,2010 |        |  | Fair ValueDecember 31,2010 (a) |   |        | Fair ValueLevel 1 |  |   | Fair ValueLevel 2 |  |  | Fair ValueLevel 3 |       
|Investments of insurance subsidiary:               |  |                                                             |        |  |                                |   |        |                   |  |   |                   |  |  |                   |        |  |  |   |   | 
|Money market funds                                 |  | $                                                           | 1,931  |  |                                | $ | 1,931  |                   |  | $ | 1,931             |  |  | $                 |       |  |  | $ |  | 
|U. S. Treasury securities                          |  |                                                             | 14,326 |  |                                |   | 14,326 |                   |  |   |                  |  |  |                   | 14,326 |  |  |   |  | 
|Municipal bonds                                    |  |                                                             | 52,954 |  |                                |   | 52,954 |                   |  |   |                  |  |  |                   | 52,954 |  |  |   |  | 
|Agency notes                                       |  |                                                             | 18,570 |  |                                |   | 18,570 |                   |  |   |                  |  |  |                   | 18,570 |  |  |   |  | 
|                                                   |  |                                                             |        |  |                                |   |        |                   |  |   |                   |  |  |                   |        |  |  |   |   | 
|Total investments of insurance subsidiary          |  | $                                                           | 87,781 |  |                                | $ | 87,781 |                   |  | $ | 1,931             |  |  | $                 | 85,850 |  |  | $ |  | 
|                                                   |  |                                                             |        |  |                                |   |        |                   |  |   |                   |  |  |                   |        |  |  |   |   | 
|Supplemental employee retirement plan investments: |  |                                                             |        |  |                                |   |        |                   |  |   |                   |  |  |                   |        |  |  |   |   | 
|Mutual funds                                       |  | $                                                           | 12,522 |  |                                | $ | 12,522 |                   |  | $ |                  |  |  | $                 | 12,522 |  |  | $ |  | 
|                                                   |  |                                                             |        |  |                                |   |        |                   |  |   |                   |  |  |                   |        |  |  |   |   | 
|Interest rate swap liability                       |  | $                                                           | 921    |  |                                | $ | 921    |                   |  | $ |                  |  |  | $                 | 921    |  |  | $ |  | 
|                                                   |  |                                                             |        |  |                                |   |        |                   |  |   |                   |  |  |                   |        |  |  |   |   | 



|(a) | During 2010, the fair value of U.S Treasury securities, municipal bonds, agency notes and mutual funds were misclassified as Level 1. The prior period disclosure has
been reclassified to reflect these investments, of approximately $98.4 million, as Level 2 measurements.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|                                                   |  |                                                          |        |  |                             |   |        |                   |  |   |                   |  |  |                   |        |  |  |   |   | 
|-------------------------------------------------- |  | -------------------------------------------------------- | ------ |  | --------------------------- | - | ------ | ----------------- |  | - | ----------------- |  |  | ----------------- | ------ |  |  | - | - | 
|                                                   |  | Carrying AmountIn ConsolidatedBalance SheetMarch 31,2011 |        |  | Fair ValueMarch 31,2011 (a) |   |        | Fair ValueLevel 1 |  |   | Fair ValueLevel 2 |  |  | Fair ValueLevel 3 |       
|Investments of insurance subsidiary:               |  |                                                          |        |  |                             |   |        |                   |  |   |                   |  |  |                   |        |  |  |   |   | 
|Money market funds                                 |  | $                                                        | 6,960  |  |                             | $ | 6,960  |                   |  | $ | 6,960             |  |  | $                 |       |  |  | $ |  | 
|U. S. Treasury securities                          |  |                                                          | 13,544 |  |                             |   | 13,544 |                   |  |   |                  |  |  |                   | 13,544 |  |  |   |  | 
|Municipal bonds                                    |  |                                                          | 53,188 |  |                             |   | 53,188 |                   |  |   |                  |  |  |                   | 53,188 |  |  |   |  | 
|Agency notes                                       |  |                                                          | 15,815 |  |                             |   | 15,815 |                   |  |   |                  |  |  |                   | 15,815 |  |  |   |  | 
|                                                   |  |                                                          |        |  |                             |   |        |                   |  |   |                   |  |  |                   |        |  |  |   |   | 
|Total investments of insurance subsidiary          |  | $                                                        | 89,507 |  |                             | $ | 89,507 |                   |  | $ | 6,960             |  |  | $                 | 82,547 |  |  | $ |  | 
|                                                   |  |                                                          |        |  |                             |   |        |                   |  |   |                   |  |  |                   |        |  |  |   |   | 
|Supplemental employee retirement plan investments: |  |                                                          |        |  |                             |   |        |                   |  |   |                   |  |  |                   |        |  |  |   |   | 
|Mutual funds                                       |  | $                                                        | 13,368 |  |                             | $ | 13,368 |                   |  | $ |                  |  |  | $                 | 13,368 |  |  | $ |  | 
|                                                   |  |                                                          |        |  |                             |   |        |                   |  |   |                   |  |  |                   |        |  |  |   |   | 



|(a) | During 2011, the fair value of U.S. Treasury securities, municipal bonds, agency notes and mutual funds were misclassified as Level 1. This disclosure has been
reclassified to reflect these investments, of approximately $95.9 million, as Level 2 measurements.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The fair
values of the Companys insurance subsidiary investments and the Companys supplemental employee retirement investments are based on quoted prices. See Note 9 for more information regarding the Companys investments. The fair value of
the Companys other financial instruments approximates their carrying values.

Note 8. Financial Derivative Instruments

The Company at times may utilize derivative financial instruments to reduce interest rate risks. The Company does not hold
or issue derivative financial instruments for trading purposes. As of December 31, 2010, the Company was a party to three separate forward interest rate swap agreements. These agreements which expired in the first quarter of 2011 were
determined to be highly effective and qualified for hedge accounting; therefore, the changes in fair value of the interest rate swaps, net of tax, were recorded as a component of other comprehensive earnings. Following the expiration of these
agreements, no asset or liability existed as of March 31, 2011.

The following table presents the location of the
liabilities associated with the Companys interest rate swap agreements within the accompanying consolidated Balance Sheets (in thousands):



|                                   |  |                       |                               |  |                   |                            |   |                       |                               |   |   |                            |  |   |     |  |  |   |   | 
|---------------------------------- |  | --------------------- | ----------------------------- |  | ----------------- | -------------------------- | - | --------------------- | ----------------------------- | - | - | -------------------------- |  | - | --- |  |  | - | - | 
|                                   |  | Balance SheetLocation |                               |  | Asset Derivatives |                            |   | Liability Derivatives |                              
|                                   |  |                       | Fair Value atDecember 31,2010 |  |                   | Fair Value atMarch 31,2011 |   |                       | Fair Value atDecember 31,2010 |   |   | Fair Value atMarch 31,2011 | 
|Derivatives designated as hedging: |  |                       |                               |  |                   |                            |   |                       |                               |   |   |                            |  |   |     |  |  |   |   | 
|Interest rate swap contracts       |  |                       | Other current liabilities     |  |                   | $                          |  |                       |                               | $ |  |                            |  | $ | 921 |  |  | $ |  | 



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The following table presents the impact of the Companys interest rate swap agreements
and their location within the accompanying consolidated financial statements (in thousands):



|                             |  |                                                                                               |      |      |                                                                                                 |   |      |                                                                              |  |   |      |  |  |      |   |  |      |   |   |  |  |   |   | 
|---------------------------- |  | --------------------------------------------------------------------------------------------- | ---- | ---- | ----------------------------------------------------------------------------------------------- | - | ---- | ---------------------------------------------------------------------------- |  | - | ---- |  |  | ---- | - |  | ---- | - | - |  |  | - | - | 
|                             |  | Amount of (Gain)Loss Recognized inOther ComprehensiveIncome 
on Derivative(Effective Portion) |      |      | Amount of (Gain)Loss Reclassified fromOther ComprehensiveIncome 
into Income(Effective Portion) |   |      | Amount of (Gain)Loss Recognized inIncome on 
Derivative(Ineffective Portion) | 
|                             |  | Three months EndedMarch 31,                                                                   |      |      | Three months EndedMarch 31,                                                                     |   |      | Three months EndedMarch 31,                                                  | 
|                             |  | 2010                                                                                          |      |      | 2011                                                                                            |   |      | 2010                                                                         |  |   | 2011 |  |  | 2010 |   |  | 2011 |  
|Interest rate swap contracts |  | $                                                                                             | (271 | )(a) |                                                                                                 | $ | (562 | )(a)                                                                         |  | $ |     |  |  | $    |  |  |      | $ |  |  |  | $ |  | 



|(a) | Amount is net of tax.
|--- | ---------------------

Note 9. Investments

Investments are comprised of securities held by the Companys captive insurance subsidiary and by the Company in
connection with its participant directed supplemental employee retirement plan. Investments held by the Companys captive insurance subsidiary are classified as available-for-sale securities. The unrealized gains or losses of investments held
by the Companys captive insurance subsidiary are included in accumulated other comprehensive income as a separate component of shareholders equity, unless the decline in value is deemed to be other-than-temporary and the Company does not
have the intent and ability to hold such securities until their full cost can be recovered, in which case such securities are written down to fair value and the loss is charged to current period earnings.

The investments held by the Company in connection with its participant directed supplemental employee retirement plan are classified as
trading securities; therefore, changes in fair value associated with these investments are recognized as a component of earnings.

At December 31, 2010 and March 31, 2011, amortized cost basis and aggregate fair value of the Companys available-for-sale securities by investment type were as follows (in thousands):



|                          |  |           |        |  |                      |   |       |                       |  |   |           |   |  |   |        | 
|------------------------- |  | --------- | ------ |  | -------------------- | - | ----- | --------------------- |  | - | --------- | - |  | - | ------ | 
|                          |  | CostBasis |        |  | GrossUnrealizedGains |   |       | GrossUnrealizedLosses |  |   | FairValue |  
|December 31, 2010         |  |           |        |  |                      |   |       |                       |  |   |           |   |  |   |        | 
|Money market funds        |  | $         | 1,931  |  |                      | $ |      |                       |  | $ |          |   |  | $ | 1,931  | 
|Treasury                  |  |           | 14,226 |  |                      |   | 151   |                       |  |   | (51       | ) |  |   | 14,326 | 
|Municipal bonds           |  |           | 50,957 |  |                      |   | 2,225 |                       |  |   | (228      | ) |  |   | 52,954 | 
|Agency notes              |  |           | 18,415 |  |                      |   | 214   |                       |  |   | (59       | ) |  |   | 18,570 | 
|                          |  |           |        |  |                      |   |       |                       |  |   |           |   |  |   |        | 
|                          |  | $         | 85,529 |  |                      | $ | 2,590 |                       |  | $ | (338      | ) |  | $ | 87,781 | 
|                          |  |           |        |  |                      |   |       |                       |  |   |           |   |  |   |        | 
|March 31, 2011            |  |           |        |  |                      |   |       |                       |  |   |           |   |  |   |        | 
|Money market funds        |  | $         | 6,960  |  |                      | $ |      |                       |  | $ |          |   |  | $ | 6,960  | 
|U. S. Treasury securities |  |           | 13,529 |  |                      |   | 111   |                       |  |   | (96       | ) |  |   | 13,544 | 
|Municipal bonds           |  |           | 51,338 |  |                      |   | 2,092 |                       |  |   | (242      | ) |  |   | 53,188 | 
|Agency notes              |  |           | 15,738 |  |                      |   | 141   |                       |  |   | (64       | ) |  |   | 15,815 | 
|                          |  |           |        |  |                      |   |       |                       |  |   |           |   |  |   |        | 
|                          |  | $         | 87,565 |  |                      | $ | 2,344 |                       |  | $ | (402      | ) |  | $ | 89,507 | 
|                          |  |           |        |  |                      |   |       |                       |  |   |           |   |  |   |        | 



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At December 31, 2010 and March 31, 2011, the amortized cost basis and aggregate
fair value of the Companys available-for-sale securities by contractual maturities were as follows (in thousands):



|                                       |  |           |        |  |                      |   |       |                       |  |   |           |   |  |   |        | 
|-------------------------------------- |  | --------- | ------ |  | -------------------- | - | ----- | --------------------- |  | - | --------- | - |  | - | ------ | 
|                                       |  | CostBasis |        |  | GrossUnrealizedGains |   |       | GrossUnrealizedLosses |  |   | FairValue |  
|December 31, 2010                      |  |           |        |  |                      |   |       |                       |  |   |           |   |  |   |        | 
|Due in less than one year              |  | $         | 15,867 |  |                      | $ | 179   |                       |  | $ | (18       | ) |  | $ | 16,028 | 
|Due after one year through five years  |  |           | 29,045 |  |                      |   | 691   |                       |  |   | (90       | ) |  |   | 29,646 | 
|Due after five years through ten years |  |           | 40,617 |  |                      |   | 1,720 |                       |  |   | (230      | ) |  |   | 42,107 | 
|                                       |  |           |        |  |                      |   |       |                       |  |   |           |   |  |   |        | 
|Total                                  |  | $         | 85,529 |  |                      | $ | 2,590 |                       |  | $ | (338      | ) |  | $ | 87,781 | 
|                                       |  |           |        |  |                      |   |       |                       |  |   |           |   |  |   |        | 
|March 31, 2011                         |  |           |        |  |                      |   |       |                       |  |   |           |   |  |   |        | 
|Due in less than one year              |  | $         | 17,184 |  |                      | $ | 97    |                       |  | $ | (21       | ) |  | $ | 17,260 | 
|Due after one year through five years  |  |           | 29,311 |  |                      |   | 662   |                       |  |   | (96       | ) |  |   | 29,877 | 
|Due after five years through ten years |  |           | 41,070 |  |                      |   | 1,585 |                       |  |   | (285      | ) |  |   | 42,370 | 
|                                       |  |           |        |  |                      |   |       |                       |  |   |           |   |  |   |        | 
|Total                                  |  | $         | 87,565 |  |                      | $ | 2,344 |                       |  | $ | (402      | ) |  | $ | 89,507 | 
|                                       |  |           |        |  |                      |   |       |                       |  |   |           |   |  |   |        | 

A summary of the Companys temporarily impaired available-for-sale investment securities as of
March 31, 2011 follows (in thousands):



|                          |  |                             |        |  |                        |   |      |           |  |   |                  |  |  |           |     |   |                  |   |        |  |  |   |      |  
|------------------------- |  | --------------------------- | ------ |  | ---------------------- | - | ---- | --------- |  | - | ---------------- |  |  | --------- | --- | - | ---------------- | - | ------ |  |  | - | ---- | -
|                          |  | Impaired LessThan 12 Months |        |  | ImpairedOver 12 Months |   |      | Total     | 
|                          |  | FairValue                   |        |  | UnrealizedLosses       |   |      | FairValue |  |   | UnrealizedLosses |  |  | FairValue |     |   | UnrealizedLosses |  
|March 31, 2011            |  |                             |        |  |                        |   |      |           |  |   |                  |  |  |           |     |   |                  |   |        |  |  |   |      |  
|Money market funds        |  | $                           |       |  |                        | $ |     |           |  | $ |                 |  |  | $         |    |   |                  | $ |       |  |  | $ |     |  
|U. S. Treasury securities |  |                             | 3,887  |  |                        |   | (96  | )         |  |   |                 |  |  |           |    |   |                  |   | 3,887  |  |  |   | (96  | )
|Municipal bonds           |  |                             | 10,315 |  |                        |   | (216 | )         |  |   | 562              |  |  |           | (26 | ) |                  |   | 10,877 |  |  |   | (242 | )
|Agency notes              |  |                             | 6,125  |  |                        |   | (64  | )         |  |   |                 |  |  |           |    |   |                  |   | 6,125  |  |  |   | (64  | )
|                          |  |                             |        |  |                        |   |      |           |  |   |                  |  |  |           |     |   |                  |   |        |  |  |   |      |  
|Total investment          |  | $                           | 20,327 |  |                        | $ | (376 | )         |  | $ | 562              |  |  | $         | (26 | ) |                  | $ | 20,889 |  |  | $ | (402 | )
|                          |  |                             |        |  |                        |   |      |           |  |   |                  |  |  |           |     |   |                  |   |        |  |  |   |      |  

The unrealized losses resulted from changes in market interest rates, not from changes in the probability
of contractual cash flows. Because the Company has the ability and intent to hold the investments until a recovery of carrying value and full collection of the amounts due according to the contractual terms of the investments is expected, the
Company does not consider these investments to be other-than-temporarily impaired at March 31, 2011.

During the three
months ended March 31, 2011, there was no recorded gain or loss on the sale of these investments.

As of March 31,
2011, the investments related to the participant directed supplemental employee retirement plan totaled $13.4 million and are included in other assets in the accompanying consolidated balance sheet. The trading gains and losses on those investments
for the three months ended on March 31, 2011 that are still held by the Company as of March 31, 2011 are as follows (in thousands):



|                                                                                                                                |  |   |     | 
|------------------------------------------------------------------------------------------------------------------------------- |  | - | --- | 
|Net gains and losses recognized during the three months ended March 31, 2011 on trading securities                              |  | $ | 488 | 
|Less: net gains and losses recognized during the period on trading securities sold during the three months ended March 31,
2011 |  |   | 26  | 
|                                                                                                                                |  |   |     | 
|Unrealized gains and losses recognized on trading securities still held at March 31, 2011                                       |  | $ | 462 | 
|                                                                                                                                |  |   |     | 



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Note 10. Net Revenue

Net revenue for the three months ended March 31, 2010 and 2011 consisted of the following (in thousands):



|                        |  |                             |         |  |      |   |         | 
|----------------------- |  | --------------------------- | ------- |  | ---- | - | ------- | 
|                        |  | Three Months EndedMarch 31, |        
|                        |  | 2010                        |         |  | 2011 |  
|Fee-for-service revenue |  | $                           | 518,252 |  |      | $ | 603,733 | 
|Contract revenue        |  |                             | 106,940 |  |      |   | 108,477 | 
|Other revenue           |  |                             | 6,774   |  |      |   | 6,924   | 
|                        |  |                             |         |  |      |   |         | 
|                        |  | $                           | 631,966 |  |      | $ | 719,134 | 
|                        |  |                             |         |  |      |   |         | 

Note 11. Other Intangible Assets (Restated)

The following is a summary of intangible assets and related amortization as of December 31, 2010 and March 31, 2011 (in
thousands):



|                                                      |  |                      |        |        |                         |   |        | 
|----------------------------------------------------- |  | -------------------- | ------ | ------ | ----------------------- | - | ------ | 
|                                                      |  | Gross CarryingAmount |        |        | AccumulatedAmortization |  
|As of December 31, 2010:                              |  |                      |        |        |                         |   |        | 
|Contracts                                             |  | $                    | 94,349 |        |                         | $ | 34,155 | 
|Other                                                 |  |                      | 840    |        |                         |   | 168    | 
|                                                      |  |                      |        |        |                         |   |        | 
|Total                                                 |  | $                    | 95,189 |        |                         | $ | 34,323 | 
|                                                      |  |                      |        |        |                         |   |        | 
|As of March 31, 2011:                                 |  |                      |        |        |                         |   |        | 
|Contracts                                             |  | $                    | 87,769 |        |                         | $ | 31,171 | 
|Other                                                 |  |                      | 840    |        |                         |   | 210    | 
|                                                      |  |                      |        |        |                         |   |        | 
|Total                                                 |  | $                    | 88,609 |        |                         | $ | 31,381 | 
|                                                      |  |                      |        |        |                         |   |        | 
|Aggregate amortization expense:                       |  |                      |        |        |                         |   |        | 
|For the three months ended March 31, 2011             |  |                      | $      | 3,638  |                        
|                                                      |  |                      |        |        |                         |   |        | 
|Estimated amortization expense:                       |  |                      |        |        |                         |   |        | 
|For the remainder of the year ended December 31, 2011 |  |                      | $      | 10,914 |                        
|For the year ended December 31, 2012                  |  |                      |        | 14,120 |                        
|For the year ended December 31, 2013                  |  |                      |        | 12,506 |                        
|For the year ended December 31, 2014                  |  |                      |        | 10,571 |                        
|For the year ended December 31, 2015                  |  |                      |        | 7,146  |                        

Note 12. Long-Term Debt

Long-term debt as of March 31, 2011 consisted of the following (in thousands):



|                         |  |   |         |  
|------------------------ |  | - | ------- | -
|Term Loan Facility       |  | $ | 402,688 |  
|Revolving line of credit |  |   |        |  
|                         |  |   |         |  
|Less current portion     |  |   | (4,250  | )
|                         |  |   |         |  
|                         |  | $ | 398,438 |  
|                         |  |   |         |  

Outstanding term loan borrowings under the senior credit term loan facility mature on November 23,
2012. The interest rate on the Companys outstanding term loan facility is equal to the euro dollar rate plus 2.0% or the agent banks base rate plus 1.0%. The interest rate at March 31, 2011 was 2.31% for amounts outstanding under
the term loan facility.



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##### Table of Contents

The commitments under the revolving line of credit expire on August 23, 2012. The
interest rate for any revolving credit facility borrowings is based on a grid that is based on the consolidated ratio of total funded debt less unrestricted cash on the balance sheet to earnings before interest, taxes, depreciation and amortization,
all as set forth in the credit agreement. As of March 31, 2011, the interest rate for borrowings under the revolving credit facility was equal to the euro dollar rate plus 2.0% or the agent banks base rate plus 1.0%. In addition, the
Company pays a commitment fee for the revolving credit facility which is equal to 0.5% of the commitment at March 31, 2011. The total available borrowings under the revolving credit facility was $125.0 million as of March 31, 2011,
excluding $7.1 million of standby letters of credit. No borrowings under the revolving credit facility were outstanding as of March 31, 2011.

Aggregate annual maturities of long-term debt as of March 31, 2011 are as follows (in thousands):



|     |  |   |         | 
|---- |  | - | ------- | 
|2011 |  | $ | 4,250   | 
|2012 |  |   | 398,438 | 

The fair value of the Companys debt is estimated using quoted market prices when available. When
quoted market prices are not available, fair value is estimated based on current market interest rates for debt with similar maturities.

The fair value of the Companys debt was $400.2 million and $403.2 million at December 31, 2010 and March 31, 2011, respectively. The financial statement carrying value was $403.8 million
and $402.7 million at December 31, 2010 and March 31, 2011, respectively.

Note 13. Professional Liability Insurance

The Companys professional liability loss reserves consisted of the following (in thousands):



|                                                     |  |                  |         |  |               |   |         | 
|---------------------------------------------------- |  | ---------------- | ------- |  | ------------- | - | ------- | 
|                                                     |  | December 31,2010 |         |  | March 31,2011 |  
|Estimated losses under self-insured programs         |  | $                | 150,306 |  |               | $ | 153,003 | 
|Estimated losses under commercial insurance programs |  |                  | 44,131  |  |               |   | 43,660  | 
|                                                     |  |                  |         |  |               |   |         | 
|                                                     |  |                  | 194,437 |  |               |   | 196,663 | 
|Less estimated payable within one year               |  |                  | 59,779  |  |               |   | 64,425  | 
|                                                     |  |                  |         |  |               |   |         | 
|                                                     |  | $                | 134,658 |  |               | $ | 132,238 | 
|                                                     |  |                  |         |  |               |   |         | 

The changes to the Companys estimated losses under self-insured programs as of March 31, 2011
were as follows (in thousands):



|                                       |  |   |         |  
|-------------------------------------- |  | - | ------- | -
|Balance, December 31, 2010             |  | $ | 150,306 |  
|Reserves related to current period     |  |   | 9,836   |  
|Changes related to prior year reserves |  |   |        |  
|Payments for current period reserves   |  |   | (4      | )
|Payments for prior period reserves     |  |   | (7,135  | )
|                                       |  |   |         |  
|Balance, March 31, 2011                |  | $ | 153,003 |  
|                                       |  |   |         |  

The Company provides for its estimated professional liability losses through a combination of
self-insurance and commercial insurance programs. During the period March 12, 1999 through March 11, 2003, the primary source of the Companys coverage for such risks was a professional liability insurance policy provided through one
insurance carrier. The commercial insurance carrier policy initially included an insured loss limit of $130.0 million. In April 2006, the Company amended the policy with its commercial insurance carrier to provide



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##### Table of Contents

for an increase in the aggregate limit of coverage based upon certain premium funding levels. As of March 31, 2011, the insured loss limit under the policy was $158.6 million. Losses in
excess of the limit of coverage remain as a self-insured obligation of the Company. Beginning March 12, 2003, professional liability loss risks are principally being provided for through self-insurance with a portion of such risks
(claims-made basis) transferred to and funded into a captive insurance company. The accounts of the captive insurance company are fully consolidated with those of the other operations of the Company in the accompanying consolidated
financial statements.

The self-insurance components of our risk management program include reserves for future claims
incurred but not reported (IBNR). As of December 31, 2010, of the $150.3 million of estimated losses under self-insured programs, approximately $78.3 million represents an estimate of IBNR claims and expenses and additional loss
development, with the remaining $72.0 million representing specific case reserves. Of the existing case reserves as of December 31, 2010, $2.6 million represent case reserves that have settled but not yet funded, and $69.4 million reflects
unsettled case reserves.

As of March 31, 2011, of the $153.0 million of estimated losses under self insurance programs,
approximately $83.0 million represents an estimate of IBNR claims and expenses and additional loss development, with the remaining $70.0 million representing specific case reserves. Of the existing case reserves as of March 31, 2011, $4.7
million represents case reserves that have been settled but not yet funded, and $65.3 million reflects unsettled case reserves.

The Companys provisions for losses under its self-insurance components are estimated using the results of periodic actuarial
studies. Such actuarial studies include numerous underlying estimates and assumptions, including assumptions as to future claim losses, the severity and frequency of such projected losses, loss development factors and others. The Companys
provisions for losses under its self-insured components are subject to subsequent adjustment should future actuarial projected results for such periods indicate projected losses greater or less than previously projected. The Companys estimated
loss reserves under such programs are discounted at approximately 3.3% and 3.6% at December 31, 2010 and March 31, 2011, respectively, which was the current ten year U.S. Treasury rate at each of those dates, which reflects the risk free
interest rate over the expected period of claims payments.

The Companys most recent actuarial valuation was completed
in April 2011. As a result of such actuarial valuation, the Company determined that no change was necessary in its reserves for professional liability losses as of March 31, 2011 related to prior year loss estimates. During the first quarter of
2010, the Company realized a $7.2 million reduction in its reserves for professional liability losses associated with prior year loss estimates. Factors contributing to the change in prior year loss estimates included favorable loss development on
historical periods between actuarial studies as well as favorable trends in the frequency and severity of claims reported compared to historical trends.

Note 14. Share-based Compensation

2009 Stock Incentive Plan

Purpose.The purpose of the Team Health Holdings, Inc. 2009 Stock Incentive Plan (2009 Stock Plan) is to aid in
recruiting and retaining key employees, directors, consultants, and other service providers of outstanding ability and to motivate those employees, directors, consultants, and other service providers to exert their best efforts on the behalf the
Company and its affiliates by providing incentives through the granting of options, stock appreciation rights and other stock-based awards.

Shares Subject to the Plan. The 2009 Stock Plan provides that the total number of shares of common stock that may be issued under the 2009 Stock Plan is 15,100,000, and the maximum number of
shares for which incentive stock options may be granted is 10,000,000. Shares of the Companys common stock covered by awards that terminate or lapse without the payment of consideration may be granted again under the 2009 Stock Plan.



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##### Table of Contents

The following table summarizes the status of options under the 2009 Stock Plan as of
March 31, 2011:



|                                 |  |                      |       |   |                                |   |       |                                        |  |   |                                        |  |  |  |     | 
|-------------------------------- |  | -------------------- | ----- | - | ------------------------------ | - | ----- | -------------------------------------- |  | - | -------------------------------------- |  |  |  | --- | 
|                                 |  | Shares(in thousands) |       |   | Weighted AverageExercise Price |   |       | AggregateIntrinsic Value(in thousands) |  |   | Weighted AverageRemaining Lifein Years | 
|Outstanding at beginning of year |  |                      | 6,947 |   |                                | $ | 13.80 |                                        |  |   |                                        |  |  |  |     | 
|Granted                          |  |                      | 20    |   |                                |   | 15.94 |                                        |  |   |                                        |  |  |  |     | 
|Exercised                        |  |                      | (254  | ) |                                |   | 14.01 |                                        |  |   |                                        |  |  |  |     | 
|Expired or forfeited             |  |                      | (25   | ) |                                |   | 12.81 |                                        |  |   |                                        |  |  |  |     | 
|                                 |  |                      |       |   |                                |   |       |                                        |  |   |                                        |  |  |  |     | 
|Outstanding at end of period     |  |                      | 6,688 |   |                                | $ | 13.80 |                                        |  | $ | 24,570                                 |  |  |  | 8.8 | 
|                                 |  |                      |       |   |                                |   |       |                                        |  |   |                                        |  |  |  |     | 
|Exercisable at end of period     |  |                      | 4,848 |   |                                | $ | 13.86 |                                        |  | $ | 17,533                                 |  |  |  | 8.7 | 
|                                 |  |                      |       |   |                                |   |       |                                        |  |   |                                        |  |  |  |     | 

Intrinsic value is the amount by which the stock price as of March 31, 2011 exceeds the exercise
price of the options. As of March 31, 2011, the Company had approximately $7.2 million of unrecognized compensation expense, net of estimated forfeitures related to unvested options which will be recognized over the remaining requisite service
period. Fair value of the options granted in 2011 was based on the grant date fair value as calculated by the Black-Sholes option pricing formula with the following weighted average assumptions: risk-free interest rate of 2.6%, implied volatility of
42.9% and an expected life of the options of 6.25 years. Forfeitures of employee equity-based awards have been historically immaterial to the Company.

The Company has outstanding 18,750 shares of restricted stock which were granted to certain board members during 2010. The issued shares vest annually over a three-year period from the initial grant date.
The Company recorded restricted stock expense of $20,000 during the three months ended March 31, 2011 and has $0.2 million of expense remaining to be recognized over the requisite service period for these awards.

A summary of changes in unvested shares of restricted stock for the three months ended March 31, 2011 is as follows:



|                                 |  |                      |     |  
|-------------------------------- |  | -------------------- | --- | -
|                                 |  | Shares(in thousands) |    
|Outstanding at beginning of year |  |                      | 115 |  
|Granted                          |  |                      |    |  
|Vested                           |  |                      | (10 | )
|Forfeited and expired            |  |                      |    |  
|                                 |  |                      |     |  
|Outstanding at March 31, 2011    |  |                      | 105 |  
|                                 |  |                      |     |  

Stock Purchase Plans

In May 2010, the Companys Board of Directors adopted the 2010 Employee Stock Purchase Plan (ESPP) and the 2010 Nonqualified Stock Purchase Plan (NQSPP).

The ESPP provides for the issuance of up to 600,000 shares to our employees. All eligible employees are granted identical rights to
purchase common stock in each Board authorized offering under the ESPP. Rights granted pursuant to any offering under the ESPP terminate immediately upon cessation of an employees employment for any reason. In general, an employee may reduce
his or her contribution or withdraw from participation in an offering at any time during the purchase period for such offering. Employees receive a 5% discount on shares purchased under the ESPP. Rights granted under the plan are not transferable
and may be exercised only by the person to whom such rights are granted. Offerings will occur every six months in October and April. As of March 31, 2011, contributions under the ESPP totaled $0.4 million. In April 2011, approximately
26,000 shares of the Companys common stock were issued to plan participants.



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The NQSPP provides for the issuance of up to 800,000 shares to our independent contractors.
All eligible contractors are granted identical rights to purchase common stock in each Board authorized offering under the NQSPP. Rights granted pursuant to any offering under the NQSPP terminate immediately upon cessation of a contractors
relationship with the Company for any reason. In general, a contractor may reduce his or her contribution or withdraw from participation in an offering at any time during the purchase period for such offering. Contractors receive a 5% discount on
shares purchased under the NQSPP. Rights granted under the NQSPP are not transferable and may be exercised only by the person to whom such rights are granted. Offerings will occur every six months in October and April. As of March 31,
2011, contributions under the NQSPP totaled $0.5 million. In April 2011, approximately 26,000 shares of the Companys common stock were issued to plan participants.

Note 15. Contingencies

Litigation

We are currently a party to various legal proceedings. While we currently believe that the ultimate outcome of such proceedings,
individually and in the aggregate, will not have a material adverse effect on our financial position or results of operations, litigation is subject to inherent uncertainties. If an unfavorable ruling were to occur, there exists the possibility of a
material adverse impact on our net earnings in the period in which a ruling occurs. The estimate of the potential impact of such legal proceedings on our financial position or results of operations could change in the future.

Healthcare Regulatory Matters

Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Compliance with such laws and regulations can be subject to future governmental review and
interpretation as well as significant regulatory action. From time to time, governmental regulatory agencies will conduct inquiries and audits of the Companys practices. It is the Companys current practice and future intent to cooperate
fully with such inquiries.

In addition to laws and regulations governing the Medicare and Medicaid programs, there are a
number of federal and state laws and regulations governing such matters as the corporate practice of medicine and fee splitting arrangements, anti-kickback statutes, physician self-referral laws, false or fraudulent claims filing and patient privacy
requirements. The failure to comply with any of such laws or regulations could have an adverse impact on our operations and financial results. It is managements belief that the Company is in substantial compliance in all material respects with
such laws and regulations.

Healthcare Reform

The President of the United States and members of the U.S. Congress have enacted significant reforms to the U.S. health care system. On
March 23, 2010, the President signed into law The Patient Protection and Affordable Care Act, and on March 30, 2010, the President signed into law The Health Care and Education Reconciliation Act of 2010 (referred to collectively as the
Health Reform Laws). The Health Reform Laws include a number of provisions that may affect the Company, although the impact of many of the changes will be unknown until they are implemented, which in some cases will not occur for several
years. The impact of some of these provisions may be positive, such as increasing access to health benefits for the uninsured and underinsured populations, while other provisions, such as Medicare payment reforms and reductions that could reduce
provider payments, may have an adverse effect on the reimbursement rates the Company receives for services provided by affiliated healthcare professionals.



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Acquisition Payments (Restated)

As of March 31, 2011, the Company may have to pay up to $25.3 million in future contingent payments for acquisitions made prior to
March 31, 2011. When contingent payments are tied to continuing employment, such amounts are recorded as compensation expenses. These payments will be made should the acquired operations achieve the financial targets or certain contract terms
as agreed to in the respective acquisition agreements. The estimated contingent payments are being recognized as expense over the defined measurement period of each agreement. The contingent purchase expense recognized for the three months ended
March 31, 2010 and 2011 was $2.8 million and $2.6 million, respectively. During the three months ended March 31, 2011, $6.9 million of contingent consideration was paid. No payments were made in the corresponding period of 2010.

Note 16. Comprehensive Earnings (Restated)

The components of comprehensive earnings, net of related taxes, are as follows (in thousands):



|                                                      |  |                             |       |   |          |   |        |  
|----------------------------------------------------- |  | --------------------------- | ----- | - | -------- | - | ------ | -
|                                                      |  | Three Months EndedMarch 31, |      
|                                                      |  | 2010                        |       |   | 2011     |  
|                                                      |  | Restated                    |       |   | Restated |  
|Net earnings                                          |  | $                           | 9,325 |   |          | $ | 20,120 |  
|Net change in fair market value of investments        |  |                             | (88   | ) |          |   | (203   | )
|Net change in fair market value of interest rate swap |  |                             | 271   |   |          |   | 562    |  
|                                                      |  |                             |       |   |          |   |        |  
|Comprehensive earnings                                |  | $                           | 9,508 |   |          | $ | 20,479 |  
|                                                      |  |                             |       |   |          |   |        |  

Note 17. Segment Reporting (Restated)

The Company provides services through four operating segments which are aggregated into two reportable segments, Healthcare Services and Billing Services. The Healthcare Services segment, which is an
aggregation of healthcare staffing, clinics and occupational health, provides comprehensive healthcare service programs to users and providers of healthcare services on a fee-for-service as well as a cost plus basis. The Billing Services segment
provides a range of external billing, collection and consulting services on a fee basis to outside third-party customers.

Segment amounts disclosed are prior to any elimination entries made in consolidation, except in the case of net revenue, where
intercompany charges have been eliminated. Certain expenses are not allocated to the segments. These unallocated expenses are corporate expenses, net interest expense, depreciation and amortization, transaction costs and income taxes. The Company
evaluates segment performance based on profit and loss before the aforementioned expenses.



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The following table presents financial information for each reportable segment.
Depreciation, amortization, management fee and other expenses separately identified in the consolidated statements of operations are included as a reduction to the operating earnings of each segment in each period below (in thousands):



|                                                      |  |                             |         |   |          |   |         |  
|----------------------------------------------------- |  | --------------------------- | ------- | - | -------- | - | ------- | -
|                                                      |  | Three Months EndedMarch 31, |        
|                                                      |  | 2010                        |         |   | 2011     |  
|                                                      |  | Restated                    |         |   | Restated |  
|Net Revenues less Provision for Uncollectibles:       |  |                             |         |   |          |   |         |  
|Healthcare Services                                   |  | $                           | 361,574 |   |          | $ | 409,452 |  
|Billing Services                                      |  |                             | 2,891   |   |          |   | 3,042   |  
|                                                      |  |                             |         |   |          |   |         |  
|                                                      |  | $                           | 364,465 |   |          | $ | 412,494 |  
|                                                      |  |                             |         |   |          |   |         |  
|Operating Earnings:                                   |  |                             |         |   |          |   |         |  
|Healthcare Services                                   |  | $                           | 47,359  |   |          | $ | 51,123  |  
|Billing Services                                      |  |                             | 627     |   |          |   | 782     |  
|General Corporate                                     |  |                             | (26,878 | ) |          |   | (14,849 | )
|                                                      |  |                             |         |   |          |   |         |  
|                                                      |  | $                           | 21,108  |   |          | $ | 37,056  |  
|                                                      |  |                             |         |   |          |   |         |  
|Reconciliation of Operating Earnings to Net Earnings: |  |                             |         |   |          |   |         |  
|Operating earnings                                    |  | $                           | 21,108  |   |          | $ | 37,056  |  
|Interest expense, net                                 |  |                             | 5,763   |   |          |   | 3,277   |  
|Provision for income taxes                            |  |                             | 6,020   |   |          |   | 13,659  |  
|                                                      |  |                             |         |   |          |   |         |  
|Net earnings                                          |  | $                           | 9,325   |   |          | $ | 20,120  |  
|                                                      |  |                             |         |   |          |   |         |  



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Introduction

We believe
we are one of the largest suppliers of outsourced healthcare professional staffing and administrative services to hospitals and other healthcare providers in the United States, based upon revenues and patient visits. Our regional operating models
also include comprehensive programs for inpatient care, anesthesiology, pediatrics and other healthcare services, principally within hospital departments and other healthcare treatment facilities. We have historically focused, however, primarily on
providing outsourced services to hospital emergency departments, or EDs, which accounts for the majority of our net revenues.

Restatement
of Consolidated Financial Statements

We have restated our consolidated balance sheets as of December 31, 2010 and March
31, 2011, our consolidated statements of operations and statements of cash flows for the three months ended March 31, 2010 and 2011 to correct errors in the accounting for certain acquisitions that contain contingent consideration provisions and
accounting for certain restricted equity awards. The impact of these restatements are discussed in Note 2 to the consolidated financial statements included elsewhere in this Amendment. All information included in this Managements
Discussion and Analysis of Financial Condition and Results of Operations has been correspondingly corrected to give effect to such restatements.

Factors and Trends that Affect Our Results of Operations

In reading our
financial statements, you should be aware of the following factors and trends we believe are important in understanding our financial performance.

General Economic Conditions

The continuation of the current
economic conditions may adversely impact our ability to collect for the services we provide as higher unemployment and reductions in commercial managed care and governmental healthcare enrollment may increase the number of uninsured and underinsured
patients seeking healthcare at one of our staffed EDs. We could be negatively affected if the federal government or the states reduce funding of Medicare, Medicaid or other federal and state healthcare programs in response to increasing deficits in
their budgets. Also, patient volume trends in our hospital EDs could be adversely affected as individuals potentially defer or forego seeking care in such departments due to the loss or reduction of coverage previously available to such individuals
under commercial insurance or governmental healthcare programs.

Healthcare Reform

The President of the United States and members of the U.S. Congress have enacted significant reforms to the U.S. healthcare system. On
March 23, 2010, the President signed into law The Patient Protection and Affordable Care Act, and on March 30, 2010, the President signed into law The Health Care and Education Reconciliation Act of 2010 (referred to collectively as the
Health Reform Laws). The Health Reform Laws include a number of provisions that may affect us, although the impact of many of the changes will be unknown until they are implemented, which in some cases will not occur for several years.
The impact of some of these provisions may be positive, such as increasing access to health benefits for the uninsured and underinsured populations, while other provisions such as Medicare payment reforms and reductions that could reduce provider
payments may have an adverse effect on the reimbursement rates we receive for services provided by affiliated healthcare professionals.

2011 Medicare Fee Schedule Changes

The Medicare program reimburses for our services based upon the rates in its Physician Fee Schedule, and each year the Medicare program updates the Physician Fee Schedule reimbursement rates based on a
formula approved by Congress in the Balanced Budget Act of 1997. Many private payers use the Medicare fee schedule to determine their own reimbursement rates.



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The Medicare law requires the Centers for Medicare and Medicaid Services (CMS) to adjust the
Medicare Physician Fee Schedule (MPFS) payment rates annually based on an updated formula which includes application of the Sustainable Growth Rate (SGR) that was adopted in the Balanced Budget Act of 1997. This formula has yielded negative updates
every year beginning in 2002, although CMS was able to take administrative steps to avoid a reduction in 2003 and Congress took a series of legislative actions to prevent reductions each year from 2004 to 2010.

In December 2010, President Obama signed into law a one-year delay of the SGR reductions that were scheduled to reduce Medicare
reimbursement by 25% effective January 1, 2011. Also included in the law is a one-year extension of the geographic practice cost indices (GPCI) floor that has allowed locations with lower cost indices to remain at the base of 1.000. Recent CMS
regulations released in November 2010 to update the 2011 Medicare physician fee schedule included a rebasing of the Medical Economic Index (MEI) that redistributes payments between different specialties. We estimate that these changes to the fee
schedule will reduce 2011 reimbursement rates to ED providers by approximately 2.5% with the impact on our ED revenue estimated to be an approximate $4.4 million decline.

Also included in the CMS regulations is a 1% reduction in the 2011 Physician Quality Reporting Initiative (PQRI) bonus payments. The impact on our revenue is estimated to be a $1.6 million decline as
compared to 2010 revenue.

If further Congressional action is not taken regarding SGR, payments will be reduced on
January 1, 2012. It is not clear what, if anything, will occur in the long term. Any future reductions in amounts paid by government programs for physician services or changes in methods or regulations governing payment amounts or practices
could cause our revenues to decline and we may not be able to offset reduced operating margins through cost reductions, increased volume or otherwise.

Military Healthcare Staffing

We are a provider of healthcare
professionals serving military personnel and their dependents in military treatment facilities nationwide administered by the U.S. Department of Defense. Our revenues derived from military healthcare staffing totaled $27.8 million and $19.6 million
for the three months ended March 31, 2010 and 2011, respectively. These revenues are generated from contracts that are subject to a competitive bidding process which primarily takes place during the third quarter of each year. A portion of the
contracts awarded during the third quarter of 2010 will expire during the course of 2011 and will be subject to a competitive re-bidding and award process. In the event we are unable to retain these expiring contracts, the operations and financial
position of our military staffing business could be further negatively impacted.

In addition, the process of awarding
military healthcare staffing contracts by the government has shifted in recent years toward an increased bias to award certain contracts to qualified small and minority owned businesses. Although we participate in such small and minority owned
business awards to the extent we can serve as a sub-contractor, our revenues from these arrangements are limited compared to an outright contract award, which has been a large contributing factor in the financial performance decline. Approximately
28% and 40% of our military staffing revenue for each of the three months ended March 31, 2010 and 2011, respectively, was derived through subcontracting agreements with small business prime contractors.

In addition, we have been awarded two separate governmental healthcare staffing contracts with estimated annual revenues of $63.0 million
that have been under stop work orders. One of the protests has been concluded favorably, and we have been directed by the government to begin staffing services in May 2011.This represents approximately $20.0 million in annualized revenue.
The second contract under protest with estimated revenue of $43.0 million continues to be delayed by a stop work order that has remained in place during the governments re-evaluation of proposals as corrective action. We believe we have
provided a very competitive bid and are in a position to resume services under the contract following a new award decision, and, if filed, resolution of any subsequent bid protests challenging that new award decision.



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Radiology Operations

During the fourth quarter of 2010, after an analysis of our teleradiology and radiology staffing operations, including past performance and future growth opportunities, we made a decision to exit this
non-core business line. This process was essentially completed during the first quarter of 2011 with the sale of the teleradiology practice.

Critical Accounting Policies and Estimates

The consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States, which requires us to make estimates and assumptions.
Management believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of the Companys consolidated financial statements.

There have been no changes to these critical accounting policies or their application during the three months ended March 31, 2011.

Revenue Recognition

Net Revenue.Net revenue consists of fee-for-service revenue, contract revenue and other revenue. Net revenue is recorded in the period in which services are rendered. Our net revenue is
principally derived from the provision of healthcare staffing services to patients within healthcare facilities. The form of billing and related risk of collection for such services may vary by customer. The following is a summary of the principal
forms of our billing arrangements and how net revenue is recognized for each.

A significant portion (84% of our net revenue
in the three months ended March 31, 2011 and 83% for the year ended December 31, 2010) resulted from fee-for-service patient visits. Fee-for-service revenue represents revenue earned under contracts in which we bill and collect the
professional component of charges for medical services rendered by our contracted and employed physicians. Under the fee-for-service arrangements, we bill patients for services provided and receive payment from patients or their third-party payers.
Fee-for-service revenue is reported net of contractual allowances and policy discounts. All services provided are expected to result in cash flows and are therefore reflected as net revenue in the financial statements. Fee-for-service revenue is
recognized in the period in which the services are rendered to specific patients and reduced immediately for the estimated impact of contractual allowances in the case of those patients having third-party payer coverage. The recognition of net
revenue (gross charges less contractual allowances) from such visits is dependent on such factors as proper completion of medical charts following a patient visit, the forwarding of such charts to one of our billing centers for medical coding and
entering into our billing systems and the verification of each patients submission or representation at the time services are rendered as to the payer(s) responsible for payment of such services. Net revenue is recorded based on the
information known at the time of entering of such information into our billing systems as well as an estimate of the net revenue associated with medical charts for a given service period that have not been processed yet into our billing systems. The
above factors and estimates are subject to change. For example, patient payer information may change following an initial attempt to bill for services due to a change in payer status. Such changes in payer status have an impact on recorded net
revenue due to different payers being subject to different contractual allowance amounts. Such changes in net revenue are recognized in the period that such changes in payer become known. Similarly, the actual volume of medical charts not processed
into our billing systems may be different from the amounts estimated. Such differences in net revenue are adjusted in the following month based on actual chart volumes processed.

Contract revenue represents revenue generated under contracts in which we provide physician and other healthcare staffing and
administrative services in return for a contractually negotiated fee. Contract revenue consists primarily of billings based on hours of healthcare staffing provided at agreed-to hourly rates. Revenue in such cases is recognized as the hours are
worked by our staff and contractors. Additionally, contract revenue also includes supplemental revenue from hospitals where we may have a fee-for-service contract arrangement.



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Contract revenue for the supplemental billing in such cases is recognized based on the terms of each individual contract. Such contract terms generally either provide for a fixed monthly dollar
amount or a variable amount based upon measurable monthly activity, such as hours staffed, patient visits or collections per visit compared to a minimum activity threshold. Such supplemental revenues based on variable arrangements are usually
contractually fixed on a monthly, quarterly or annual calculation basis considering the variable factors negotiated in each such arrangement. Such supplemental revenues are recognized as revenue in the period when such amounts are determined to be
fixed and therefore contractually obligated as payable by the customer under the terms of the respective agreement.

Other
revenue consists primarily of revenue from management and billing services provided to outside parties. Revenue is recognized for such services pursuant to the terms of the contracts with customers. Generally, such contracts consist of fixed monthly
amounts with revenue recognized in the month services are rendered or as hourly consulting fees recognized as revenue as hours are worked in accordance with such arrangements. Additionally, we derive a portion of our revenues from providing billing
services that are contingent upon the collection of third-party physician billings by us on behalf of such customers. Revenues are not considered earned and therefore not recognized as revenue until actual cash collections are achieved in accordance
with the contractual arrangements for such services.

Net Revenue Less Provision for Uncollectibles.Net revenue less
provision for uncollectibles reflects managements estimate of billed amounts to ultimately be collected. Management, in estimating the amounts to be collected resulting from approximately eight million annual fee-for-service patient
visits and procedures, considers such factors as prior contract collection experience, current period changes in payer mix and patient acuity indicators, reimbursement rate trends in governmental and private sector insurance programs, resolution of
overprovision account balances, the estimated impact of billing system effectiveness improvement initiatives, and trends in collections from self-pay patients and external collection agencies. In developing our estimate of collections per visit or
procedure, we consider the amount of outstanding gross accounts receivable by period of service, but do not use an accounts receivable aging schedule to establish estimated collection valuations. Individual estimates of net revenue less provision by
contractual location are monitored and refreshed each month as cash receipts are applied to existing accounts receivable and other current trends that have an impact upon the estimated collections per visit are observed. Such estimates are
substantially formulaic in nature. In the ordinary course of business we experience changes in our initial estimates of net revenues less provision for uncollectibles during the year following commencement of services. Such provisions and any
subsequent changes in estimates may result in adjustments to our operating results with a corresponding adjustment to our accounts receivable allowance for uncollectibles on our balance sheet.

Net revenue less provision for uncollectibles for the three months ended March 31, 2010 and 2011, respectively, consisted of the
following (in thousands):



|                                              |  |                             |           |   |      |   |           |  
|--------------------------------------------- |  | --------------------------- | --------- | - | ---- | - | --------- | -
|                                              |  | Three Months EndedMarch 31, |          
|                                              |  | 2010                        |           |   | 2011 |  
|Gross fee-for-service charges                 |  | $                           | 1,178,760 |   |      | $ | 1,460,601 |  
|Unbilled revenue                              |  |                             | 2,152     |   |      |   | 4,556     |  
|Less: Contractual adjustments                 |  |                             | (662,660  | ) |      |   | (861,424  | )
|                                              |  |                             |           |   |      |   |           |  
|Fee-for-service revenue                       |  |                             | 518,252   |   |      |   | 603,733   |  
|Contract revenue                              |  |                             | 106,940   |   |      |   | 108,477   |  
|Other revenue                                 |  |                             | 6,774     |   |      |   | 6,924     |  
|                                              |  |                             |           |   |      |   |           |  
|Net revenue                                   |  |                             | 631,966   |   |      |   | 719,134   |  
|Provision for uncollectibles                  |  |                             | (267,501  | ) |      |   | (306,640  | )
|                                              |  |                             |           |   |      |   |           |  
|Net revenue less provision for uncollectibles |  | $                           | 364,465   |   |      | $ | 412,494   |  
|                                              |  |                             |           |   |      |   |           |  



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Contractual adjustments represent the Companys estimate of discounts and other
adjustments to be recognized from gross fee-for-service charges under contractual payment arrangements, primarily with commercial, managed care, and governmental payment plans such as Medicare and Medicaid when the Companys providers
participate in such plans. The increase in contractual adjustments noted above is due to the overall increase in gross fee-for-service charges resulting from annual increases in the gross billing fee schedules and increases in patient visits and
procedures between periods. Contractual adjustments increased at a faster pace than the increase in gross fee-for-service charges as the annual reimbursement increases under contracts with managed care plans and government payers that are subject to
contractual adjustments tend to be less than the overall annual increase in the Companys gross billing fee schedules.

The table below summarizes our approximate payer mix as a percentage of fee-for-service volume for the periods indicated:



|                            |  |                             |       |   |      |  |       |  
|--------------------------- |  | --------------------------- | ----- | - | ---- |  | ----- | -
|                            |  | Three Months EndedMarch 31, |      
|                            |  | 2010                        |       |   | 2011 | 
|Payer:                      |  |                             |       |   |      |  |       |  
|Medicare                    |  |                             | 22.9  | % |      |  | 22.7  | %
|Medicaid                    |  |                             | 26.2  |   |      |  | 27.6  |  
|Commercial and managed care |  |                             | 28.1  |   |      |  | 26.9  |  
|Self pay                    |  |                             | 20.8  |   |      |  | 20.9  |  
|Other                       |  |                             | 2.0   |   |      |  | 1.9   |  
|                            |  |                             |       |   |      |  |       |  
|Total                       |  |                             | 100.0 | % |      |  | 100.0 | %
|                            |  |                             |       |   |      |  |       |  

Accounts Receivable.As described above and below, we determine the estimated value of our
accounts receivable based on estimated cash collection run rates of estimated future collections by contract for patient visits under our fee-for-service revenue. Accordingly, we are unable to report the payer mix composition on a dollar basis of
our outstanding net accounts receivable. However, a 1% change in the estimated carrying value of our net fee-for-service patient accounts receivable before consideration of the allowance for uncollectible accounts at March 31, 2011 could have
an after tax effect of approximately $2.5 million on our financial position and results of operations. Our days revenue outstanding at December 31, 2010 and March 31, 2011 were 56.9 days in both periods. The number of days outstanding will
fluctuate over time due to a number of factors. Although there was no net change in days outstanding between periods, a decrease of 4.1 days resulting from an increase in average revenue per day was offset by an increase of 0.3 days associated with
an increase in estimated value of contract accounts receivable and an increase of 3.8 days related to the increase in estimated value of fee-for-service accounts. The increase in average revenue per day is primarily attributed to an increase in
gross charges, increased pricing with managed care plans and increases in average patient acuity levels. The increase of 3.8 days related to fee-for-service accounts receivable and the increase of 0.3 days associated with the increase of contract
accounts receivable are primarily due to timing of cash collections and valuation adjustments recorded in the period. Our allowance for doubtful accounts totaled $220.5 million as of March 31, 2011.

Approximately 99% of our allowance for doubtful accounts is related to gross fees for fee-for-service patient visits. Our principal
exposure for uncollectible fee-for-service visits is centered in self-pay patients and, to a lesser extent, for co-payments and deductibles from patients with insurance. While we do not specifically allocate the allowance for doubtful accounts to
individual accounts or specific payer classifications, the portion of the allowance associated with fee-for-service charges as of March 31, 2011, was equal to approximately 92% of outstanding self-pay fee-for-service patient accounts.

The majority of our fee-for-service patient visits are for the provision of emergency care in hospital settings. Due to
federal government regulations governing the provision of such care, we are obligated to provide emergency care regardless of the patients ability to pay or whether or not the patient has insurance or other third-party coverage for the cost of
the services rendered. While we attempt to obtain all relevant billing



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information at the time emergency care services are rendered, there are numerous patient encounters where such information is not available at time of discharge. In such cases where detailed
billing information relative to insurance or other third-party coverage is not available at discharge, we attempt to obtain such information from the patient or client hospital billing record information subsequent to discharge to facilitate the
collections process. Collections at the time of rendering such services (emergency room discharge) are not significant. Primary responsibility for collection of fee-for-service accounts receivable resides within our internal billing operations. Once
a claim has been submitted to a payer or an individual patient, employees within our billing operations have responsibility for the follow up collection efforts. The protocol for follow up differs by payer classification. For self-pay patients, our
billing system will automatically send a series of dunning letters on a prescribed time frame requesting payment or the provision of information reflecting that the balance due is covered by another payer, such as Medicare or a third-party insurance
plan. Generally, the dunning cycle on a self pay account will run from 90 to 120 days. At the end of this period, if no collections or additional information is obtained from the patient, the account is no longer considered an active account and is
transferred to a collection agency. Upon transfer to a collection agency, the patient account is written-off as a bad debt. Any subsequent cash receipts on accounts previously written off are recorded as a recovery. For non-self pay accounts,
billing personnel will follow up and respond to any communication from payers such as requests for additional information or denials until collection of the account is obtained or other resolution has occurred. At the completion of our active
collection cycle, we transfer selected patient accounts to external and internal collection agencies under a contingent collection basis. The projected value of future contingent collection proceeds are considered in the estimation of our overall
accounts receivable valuation. For contract accounts receivable, invoices for services are prepared in the various operating areas of the Company and mailed to our customers, generally on a monthly basis. Contract terms under such arrangements
generally require payment within thirty days of receipt of the invoice. Outstanding invoices are periodically reviewed and operations personnel with responsibility for the customer relationship will contact the customer to follow up on any
delinquent invoices. Contract accounts receivable will be considered as bad debt and written-off based upon the individual circumstances of the customer situation after all collection efforts have been exhausted, including legal action if warranted,
and it is the judgment of management that the account is not expected to be collected.

Methodology for Computing Allowance
for Doubtful Accounts.We employ several methodologies for determining our allowance for doubtful accounts depending on the nature of the net revenue recognized. We initially determine gross revenue for our fee-for-service patient visits based
upon established fee schedule prices. Such gross revenue is reduced for estimated contractual allowances for those patient visits covered by contractual insurance arrangements to result in net revenue. Net revenue is then reduced for our estimate of
uncollectible amounts. Fee-for-service net revenue less provision for uncollectibles represents our estimated cash to be collected from such patient visits and is net of our estimate of account balances estimated to be uncollectible. The provision
for uncollectible fee-for-service patient visits is based on historical experience resulting from approximately eight million annual fee-for-service patient visits. The significant volume of patient visits and the terms of thousands of commercial
and managed care contracts and the various reimbursement policies relating to governmental healthcare programs do not make it feasible to evaluate fee-for-service accounts receivable on a specific account basis. Fee-for-service accounts receivable
collection estimates are reviewed on a quarterly basis for each of our fee-for-service contracts by period of accounts receivable origination. Such reviews include the use of historical cash collection percentages by contract adjusted for the lapse
of time since the date of the patient visit. In addition, when actual collection percentages differ from expected results, on a contract by contract basis, supplemental detailed reviews of the outstanding accounts receivable balances may be
performed by our billing operations to determine whether there are facts and circumstances existing that may cause a different conclusion as to the estimate of the collectibility of that contracts accounts receivable from the estimate
resulting from using the historical collection experience. Contract-related net revenue is billed based on the terms of the contract at amounts expected to be collected. Such billings are typically submitted on a monthly basis and aged trial
balances prepared. Allowances for estimated uncollectible amounts related to such contract billings are made based upon specific accounts and invoice periodic reviews once it is concluded that such amounts are not likely to be collected. The
methodologies employed to compute allowances for doubtful accounts were unchanged between 2010 and 2011.



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Insurance Reserves.

The nature of our business is such that it is subject to professional liability claims and lawsuits. Historically, to mitigate a portion of this risk, we have maintained insurance for individual
professional liability claims with per incident and annual aggregate limits per physician for all incidents. Prior to March 12, 2003, we obtained such insurance coverage from commercial insurance providers. Subsequent to March 11, 2003, we
have provided for a significant portion of our professional liability loss exposures through the use of a captive insurance company and through greater utilization of self-insurance reserves. Since March 12, 2003, the most significant cost
element within our professional liability program has consisted of the actuarial estimates of losses by occurrence period. In addition to the estimated actuarial losses, other costs that are considered by management in the estimation of professional
liability costs include program costs such as brokerage fees, claims management expenses, program premiums and taxes, and other administrative costs of operating the program, such as the costs to operate the captive insurance subsidiary. Net costs
in any period reflect our estimate of net losses to be incurred in that period as well as any changes to our estimates of the reserves established for net losses of prior periods.

Our commercial insurance policy for professional liability losses for the period March 12, 1999 through March 11, 2003 included
insured limits applicable to such coverage in the period. Effective April 2006, we executed an agreement with the commercial insurance provider that issued the policy that ended March 11, 2003 to increase the existing $130.0 million aggregate
limit of coverage. Under the terms of the agreement, we will make periodic premium payments to the commercial insurance company and the total aggregate limit of coverage under the policy will be increased by a portion of the premiums paid. We have
committed to fund premiums such that the total aggregate limit of coverage under the program remains greater than the paid losses at any point in time. During fiscal year 2010, we funded a total of $2.0 million under this agreement. For the three
months ended March 31, 2011, we funded a total of $0.5 million and have agreed to fund additional payments which will be based upon the level of incurred losses relative to the aggregate limit of coverage at that time.

As of March 31, 2011, the current aggregate limit of coverage under this policy is $158.6 million and the estimated loss reserve for
claim losses and expenses in excess of the current aggregate limit recorded by the Company was $5.5 million.

The accounts of
the captive insurance company are fully consolidated with those of our other operations in the accompanying financial statements.

The estimation of medical professional liability losses is inherently complex. Medical professional liability claims are typically resolved over an extended period of time, often as long as ten years or
more. The combination of changing conditions and the extended time required for claim resolution results in a loss estimation process that requires actuarial skill and the application of judgment, and such estimates require periodic revision. A
report of actuarial loss estimates is prepared at least semi-annually. Managements estimate of our professional liability costs resulting from such actuarial studies is significantly influenced by assumptions and assessments regarding
expectations of several factors. These factors include, but are not limited to: historical paid and incurred loss development trends; hours of exposure as measured by hours of physician and related professional staff services; trends in the
frequency and severity of claims, which can differ significantly by jurisdiction due to the legislative and judicial climate in such jurisdictions; coverage limits of third-party insurance; the effectiveness of our claims management process; and the
outcome of litigation. As a result of the variety of factors that must be considered by management, there is a risk that actual incurred losses may develop differently from estimates.

The underlying information that serves as the foundational basis for making our actuarial estimates of professional liability losses is
our internal database of incurred professional liability losses. The Company has captured extensive professional liability loss data going back, in some cases, over twenty years, that is maintained and updated on an ongoing basis by our internal
claims management personnel. Our database



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contains comprehensive incurred loss information for our existing operations as far back as fiscal 1997 (reflecting the initial timeframe in which we migrated to a consolidated professional
liability program concurrent with the consummation of several significant acquisitions), and we also possess additional loss data that predates 1997 dates of occurrence for certain of our operations. Loss information reflects both paid and reserved
losses incurred when we were covered by outside commercial insurance programs as well as paid and reserved losses incurred under our self insurance program. Because of the comprehensive nature of the loss data and our comfort with the completeness
and reliability of the loss data, this is the information that is used in the development of our actuarial loss estimates. We believe this database is one of the largest repositories of physician professional liability loss information available in
our industry and provides us and our actuarial consultants with sufficient data to develop reasonable estimates of the ultimate losses under our self insurance program. In addition to the estimated losses, as part of the actuarial process, we obtain
revised payment pattern assumptions that are based upon our historical loss and related claims payment experience. Such payment patterns reflect estimated cash outflows for aggregate incurred losses by period based upon the occurrence date of the
loss as well as the report date of the loss. Although variances have been observed in the actuarial estimate of ultimate losses by occurrence period between actuarial studies, the estimated payment patterns have shown much more limited variability.
We use these payment patterns to develop our estimate of the discounted reserve amounts. The relative consistency of the payment pattern estimates provides us with a foundation in which to develop a reasonable estimate of the discount value of the
professional liability reserves based upon the most current estimate of ultimate losses to be paid and the reasonable likelihood of the related cash flows over the payment period. As of December 31, 2010 and March 31, 2011, our estimated
loss reserves were discounted at approximately 3.3% and 3.6%, respectively, which was the current ten year U.S. Treasury rate at each of those dates, and which reflects the risk free interest rate over the expected period of claims payments.

In establishing our initial reserves for a given loss period, management considers the results of the actuarial loss
estimates for such periods as well as assumptions regarding loss retention levels and other program costs to be incurred. On a semi-annual basis, we will review our professional liability reserves considering not only the reserves and loss estimates
associated with the current period but also the reserves established in prior periods based upon revised actuarial loss estimates. The actuarial estimation process employed utilizes a frequency severity simulation model to estimate the ultimate cost
of claims for each loss period. The results of the simulation model are then validated by a comparison to the results from several different actuarial methods (paid loss development, incurred loss development, incurred Bornhuetter-Ferguson method,
paid Bornhuetter-Ferguson method) for reasonableness. Each method contains assumptions regarding the underlying claims process. Actuarial loss estimates at various confidence levels capture the variability in the loss estimates for process risk but
assume that the underlying model and assumptions are correct. Adjustments to professional liability loss reserves will be made as needed to reflect revised assumptions and emerging trends and data. Any adjustments to reserves are reflected in the
current operations. Due to the size of our reserve for professional liability losses, even a small percentage adjustment to these estimates can have a material effect on the results of operations for the period in which the adjustment is made. Given
the number of factors considered in establishing the reserves for professional liability losses, it is neither practical nor meaningful to isolate a particular assumption or parameter of the process and calculate the impact of changing that single
item. The actuarial reports provide a variety of loss estimates based upon statistical confidence levels reflecting the inherent uncertainty of the medical professional liability claims environment in which we operate. Initial year loss estimates
are generally recorded using the actuarial expected loss estimate, but aggregate professional liability loss reserves may be carried at amounts in excess of the expected loss estimates provided by the actuarial reports due to the relatively short
time period in which the Company has provided for its losses on a self insured basis and the expectation that we believe additional adjustments to prior year estimates may occur as our reporting history and loss portfolio matures. In addition, the
Company is subject to the risk of claims in excess of insured limits as well as unlimited aggregate risk of loss in certain loss periods. As the Companys self insurance program continues to mature and additional stability is noted in the loss
development trends in the initial years of the program, we expect to continue to review and evaluate the carried level of reserves and make adjustments as needed.



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Based on the results of the actuarial study completed in April 2011, management determined
no additional change was necessary in our consolidated reserves for professional liability losses as of March 31, 2011 related to prior year loss estimates.

The following reflects the current reserves for professional liability costs as of March 31, 2011 (in millions) as well as the sensitivity of the reserve estimates at a 75% and 90% confidence level:



|                        |  |   |       | 
|----------------------- |  | - | ----- | 
|As reported             |  | $ | 153.0 | 
|At 75% confidence level |  | $ | 159.0 | 
|At 90% confidence level |  | $ | 172.1 | 

It is not possible to quantify the amount of the change in our estimate of prior year losses by
individual fiscal period due to the nature of the professional liability loss estimates that are provided to us on an occurrence period basis and the nature of the coverage that is obtained in the commercial insurance market which is generally
underwritten on a claims made or report period basis. Even though we are self insured for a significant portion of our risk, due to customer contracting requirements and state insurance regulations, we still, at times, must place coverage on a
claims made or report period basis with commercial insurance carriers. When evaluating the appropriate carrying level of our self insured professional liability reserves, management considers the current estimates of occurrence period loss estimates
as well as how such loss estimates and related future claims will interact with previous or current commercial insurance programs when projecting future cash flows. However, the complexity that is associated with multiple occurrence periods
interacting with multiple report periods that contain risks and related reserves retained by us, as well as transferred to commercial insurance carriers, makes it impossible to allocate the change in prior year loss estimates to individual
occurrence periods. Instead, we evaluate the future expected cash flows for all historical loss periods in the aggregate and compare such estimates to the current carrying value of our professional liability reserves. This process provides the basis
for us to conclude that our reserves for professional liability losses are reasonable and properly stated. Management considers the results of actuarial studies when estimating the appropriate level of professional liability reserves and no
adjustments to prior year loss estimates were made in periods where updated actuarial loss estimates were not available. The April 2011 actuarial report did not reflect a significant change, at various confidence levels, in the estimated ultimate
undiscounted losses by occurrence period for the self-insured loss period from March 12, 2003 through December 31, 2010 or our exposure in excess of the aggregate limit of coverage in place on the commercial insurance program that ended
March 12, 2003.

Due to the complexity of the actuarial estimation process, there are many factors, trends and
assumptions that must be considered in the development of the actuarial loss estimates, and we are not able to quantify and disclose which specific elements are primarily contributing to the overall favorable development in the revised loss
estimates of historical occurrence periods. However, we believe that our internal investments in enhanced risk management and claims management resources and initiatives, such as the employment of additional claims and litigation management
personnel and practices, and an expansion of programs such as root cause loss analysis, early claim evaluation, and litigation support for insured providers, as well as the improved legal environment resulting from professional liability tort reform
efforts in certain key jurisdictions such as Florida and Texas, have contributed to the favorable trend in loss development estimates noted during the prior year occurrence periods.

Impairment of Intangible Assets

In assessing the recoverability of
the Companys intangibles, we must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets. If these estimates or their related assumptions change in the future, we may be
required to record impairment charges for these assets.



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Results of Operations

The following discussion provides an analysis of our results of operations and should be read in conjunction with our unaudited consolidated financial statements. The operating results of the periods
presented were not significantly affected by general inflation in the U.S. economy. Net revenue less the provision for uncollectibles is an estimate of future cash collections and as such it is a key measurement by which management evaluates
performance of individual contracts as well as the Company as a whole. The following table sets forth the components of net earnings as a percentage of net revenue less provision for uncollectibles for the periods indicated:



|                                              |  |                             |       |   |      |  |       |  
|--------------------------------------------- |  | --------------------------- | ----- | - | ---- |  | ----- | -
|                                              |  | Three Months EndedMarch 31, |      
|                                              |  | Restated                    |      
|                                              |  | 2010                        |       |   | 2011 | 
|Net revenue less provision for uncollectibles |  |                             | 100.0 | % |      |  | 100.0 | %
|Professional service expenses                 |  |                             | 77.6  |   |      |  | 76.0  |  
|Professional liability costs                  |  |                             | 1.6   |   |      |  | 3.6   |  
|General and administrative expenses           |  |                             | 9.2   |   |      |  | 9.9   |  
|Other income, net                             |  |                             |      |   |      |  | (0.1  | )
|Depreciation and amortization                 |  |                             | 1.7   |   |      |  | 1.6   |  
|Interest expense, net                         |  |                             | 1.6   |   |      |  | 0.8   |  
|Transaction costs                             |  |                             |      |   |      |  |      |  
|Loss on extinguishment of debt                |  |                             | 4.1   |   |      |  |      |  
|                                              |  |                             |       |   |      |  |       |  
|Earnings before income taxes                  |  |                             | 4.2   |   |      |  | 8.2   |  
|Provision for income taxes                    |  |                             | 1.7   |   |      |  | 3.3   |  
|                                              |  |                             |       |   |      |  |       |  
|Net earnings                                  |  |                             | 2.6   | % |      |  | 4.9   | %
|                                              |  |                             |       |   |      |  |       |  

Three Months Ended March 31, 2011 Compared to the Three Months Ended March 31, 2010

Net Revenue. Net revenue in the three months ended March 31, 2011 increased $87.2 million, or 13.8%, to $719.1 million from
$632.0 million in the three months ended March 31, 2010. The increase in net revenue resulted primarily from increases in fee-for-service revenue of $85.5 million, contract revenue of $1.5 million and other revenue of $0.2 million. In the three
months ended March 31, 2011, fee-for-service revenue was 84.0% of net revenue compared to 82.0% in the same period of 2010, contract revenue was 15.1% of net revenue in 2011 compared to 16.9% in 2010 and other revenue was 1.0% in 2011 compared
to 1.1% in 2010. The increase in fee-for-service revenue was primarily a result of a 13.9% increase in total fee-for-service visits and procedures and, to a lesser extent, an increase in estimated collections per visit and procedure. Estimated
collections increased due to annual increases in gross charges, managed care pricing, increases in average patient acuity levels, and revenue cycle improvements. The increase in contract revenue was due primarily to the impact of new and acquired
contracts, partially offset by declines in our military operations resulting from contracting changes within the military.

Provision for Uncollectibles. The provision for uncollectibles increased $39.1 million, or 14.6%, to $306.6 million in the three
months ended March 31, 2011 from $267.5 million in the corresponding period in 2010. The provision for uncollectibles as a percentage of net revenue was 42.6% in the three months ended March 31, 2011 compared with 42.3% in the
corresponding period of 2010. The provision for uncollectibles is primarily related to revenue generated under fee-for-service contracts that is not expected to be fully collected. The period over period increase in the provision for uncollectibles
is due primarily to annual increases in gross fee schedules and increases in patient volumes and procedures. Changes in payer mix, particularly the level of self pay fee-for-service visits, also have an impact on the provision for uncollectibles.
For the three months ended March 31, 2011, self pay fee-for-service visits were approximately 20.9% of the total fee-for-service visits compared to approximately 20.8% in the same period of 2010.



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Net Revenue Less Provision for Uncollectibles. Net revenue less provision for
uncollectibles in the three months ended March 31, 2011 increased $48.0 million, or 13.2%, to $412.5 million from $364.5 million in the three months ended March 31, 2010. Same contract revenue (excluding the military division) contributed
7.9% of the growth. Same contract revenue associated with the military division reduced growth by 0.7%. Acquisitions contributed 4.4% of the growth in net revenue less provision for uncollectibles between quarters. New contracts, net of terminations
(excluding the military division), contributed 3.1% of the growth. Net contract changes within our military division reduced quarter-over-quarter net revenue growth by 1.6%. Overall, the military division reduced quarter-over-quarter revenue growth
by 2.2% while all other areas contributed a 15.4% increase in net revenue less provision.

Total same contract revenue less
provision for uncollectibles, which consists of contracts under management in both periods, increased $26.4 million, or 8.0%, to $358.2 million in the three months ended March 31, 2011 compared to $331.8 million in the three months ended
March 31, 2010. In the first quarter of 2011, same contract revenue less provision for uncollectibles benefited from an increase in fee-for-service volume of 7.6% which resulted in growth of 5.6%. Also contributing to the increase in same
contract revenue growth between quarters were increases in estimated collections on fee-for-service visits in the amount of 4.2% which contributed approximately 3.0% of same contract growth between quarters. The increase in the estimated collections
per visit is attributable to annual increases in gross charges, managed care pricing improvements, increases in average patient acuity levels and ongoing improvements in revenue cycle processes, partially offset by changes in payer mix between
periods. These increases were partially offset by declines in contract revenue, primarily associated with our military operations which constrained same contract revenue growth by 0.6%. Acquisitions contributed $16.2 million of growth between
quarters. Excluding the impact of contracting changes within the military division, net new contract revenue increased $11.2 million while changes within military staffing contracts resulted in a decline of $5.8 million between quarters. Total
declines in military revenue, inclusive of changes in same contract revenue, were $8.2 million between quarters. We typically gain new contracts by replacing competitors at hospitals that currently outsource such services, obtaining new contracts
from facilities that do not currently outsource and responding to contracting opportunities within the military healthcare system. Factors influencing new contracting opportunities include the depth and breadth of our service offerings, our
reputation and experience, our ability to recruit and retain qualified clinicians, and pricing considerations when a subsidy or contract payment is required. Contracts are typically terminated due to economic considerations, a change in hospital
administration or ownership, dissatisfaction with our service offerings or, primarily relating to our military staffing arrangements, at the end of the contract term.



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The components of net revenue less provision for uncollectibles includes revenue from
contracts that have been in effect for prior periods (same contracts) and from net, new and acquired contracts during the periods, as set forth in the table below:



|                                                    |  |                             |         |  |      |   |         | 
|--------------------------------------------------- |  | --------------------------- | ------- |  | ---- | - | ------- | 
|                                                    |  | Three Months EndedMarch 31, |        
|                                                    |  | 2010                        |         |  | 2011 |  
|                                                    |  | (in thousands)              |        
|Same contracts:                                     |  |                             |         |  |      |   |         | 
|Fee-for-service revenue                             |  | $                           | 234,844 |  |      | $ | 263,311 | 
|Contract and other revenue                          |  |                             | 96,938  |  |      |   | 94,889  | 
|                                                    |  |                             |         |  |      |   |         | 
|Total same contracts                                |  |                             | 331,782 |  |      |   | 358,200 | 
|New contracts, net of terminations:                 |  |                             |         |  |      |   |         | 
|Fee-for-service revenue                             |  |                             | 14,519  |  |      |   | 21,405  | 
|Contract and other revenue                          |  |                             | 17,204  |  |      |   | 15,735  | 
|                                                    |  |                             |         |  |      |   |         | 
|Total new contracts, net of terminations            |  |                             | 31,723  |  |      |   | 37,140  | 
|Acquired contracts:                                 |  |                             |         |  |      |   |         | 
|Fee-for-service revenue                             |  |                             | 943     |  |      |   | 13,111  | 
|Contract and other revenue                          |  |                             | 17      |  |      |   | 4,043   | 
|                                                    |  |                             |         |  |      |   |         | 
|Total acquired contracts                            |  |                             | 960     |  |      |   | 17,154  | 
|Consolidated:                                       |  |                             |         |  |      |   |         | 
|Fee-for-service revenue                             |  |                             | 250,306 |  |      |   | 297,827 | 
|Contract and other revenue                          |  |                             | 114,159 |  |      |   | 114,667 | 
|                                                    |  |                             |         |  |      |   |         | 
|Total net revenue less provision for uncollectibles |  | $                           | 364,465 |  |      | $ | 412,494 | 
|                                                    |  |                             |         |  |      |   |         | 

The following table reflects the visits and procedures included within fee-for-service revenues described
in the table above:



|                                                |  |                             |       |  |      |  |       | 
|----------------------------------------------- |  | --------------------------- | ----- |  | ---- |  | ----- | 
|                                                |  | Three Months EndedMarch 31, |      
|                                                |  | 2010                        |       |  | 2011 | 
|                                                |  | (in thousands)              |      
|Fee-for-service visits and procedures:          |  |                             |       |  |      |  |       | 
|Same contract                                   |  |                             | 1,777 |  |      |  | 1,912 | 
|New and acquired contracts, net of terminations |  |                             | 139   |  |      |  | 271   | 
|                                                |  |                             |       |  |      |  |       | 
|Total fee-for-service visits and procedures     |  |                             | 1,916 |  |      |  | 2,183 | 
|                                                |  |                             |       |  |      |  |       | 

Professional Service Expenses. Professional service expenses, which include physician and provider
costs, billing and collection expenses, and other professional expenses, totaled $313.6 million in the three months ended March 31, 2011 compared to $282.8 million in the three months ended March 31, 2010, an increase of $30.8 million, or
10.9%. The higher cost between quarters included an increase of approximately $13.0 million associated with increases in the average rates paid per hour of provider service and number of provider hours staffed on a same contract basis. Increases in
average rates paid reflect period over period wage and benefit increases associated with the provision of clinical services. Also contributing to the increase in expense was $17.8 million related to our acquisitions and net growth. The increases in
professional service costs were largely offset by reductions in provider costs within our military operations due to net contract terminations. Professional service expenses as a percentage of net revenue less provision for uncollectibles was 76.0%
in the three months ended March 31, 2011 compared to 77.6% in the three months ended March 31, 2010.

Professional Liability Costs. Professional liability costs were $14.7 million in the three months ended March 31, 2011
compared to $5.9 million in the three months ended March 31, 2010. Professional liability costs



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for the three months ended March 31, 2010 included a reduction in professional liability reserves of $7.2 million related to prior years resulting from the actuarial study completed during
that period. Excluding the benefit of the prior year reserve adjustment in 2010, professional liability costs increased $1.6 million, or 12.0%, between periods. The increase was primarily attributable to an increase in provider hours and an increase
in the average cost per hour of coverage. Excluding the benefit of prior year reserve adjustments in 2010, professional liability costs as a percentage of net revenue less provisions for uncollectibles was 3.6% in both the first quarter of 2011 and
2010.

General and Administrative Expenses. General and administrative expenses increased $7.2 million, or 21.3%, to
$40.8 million for the three months ended March 31, 2011 from $33.6 million in the three months ended March 31, 2010. General and administrative expenses included contingent purchase expense of $2.6 million for the three months ended March 31,
2011 and $2.8 million for the three months ended March 31, 2010. Excluding the contingent purchase expense, general and administrative expenses increased $7.3 million, or 23.8%, to $38.1 million for the three months ended March 31, 2011 from
$30.8 million in the three months ended March 31, 2010. The increase in general and administrative expenses is due primarily to the impact of recent acquisitions, including the development of infrastructure to support growth in these
operations, additional investments in marketing and sales development functions, increases in performance-based incentive plan costs, and increased severance and restructuring costs between quarters. Total general and administrative expenses as a
percentage of net revenue less provision for uncollectibles were 9.9% in 2011 compared to 9.2% in 2010 and were 9.2% in 2011 compared to 8.5% in 2010 excluding contingent purchase expense.

Other Income, net.In the three months ended March 31, 2011, we recognized other income of $0.5 million primarily related to
the change in the fair value of assets related to our non-qualified deferred compensation plan compared to $0.1 million of other income for the same period in 2010.

Depreciation and Amortization. Depreciation and amortization expense was $6.7 million in the three months ended March 31, 2011 compared to $6.1 million for the three months ended
March 31, 2010. The increase of $0.6 million was primarily due to higher amortization expense related to our acquisitions in 2010 and 2011.

Net Interest Expense. Net interest expense decreased $2.5 million to $3.3 million in the three months ended March 31, 2011, compared to $5.8 million in the corresponding period in 2010,
primarily due to reduced levels of outstanding debt as well as lower borrowing rates on our term loan facility.

Transaction Costs.Transaction costs were $0.2 million for the three months ended March 31, 2011 and $0.1 million for the
three months ended March 31, 2010. These costs relate to advisory, legal, accounting and other fees incurred related to acquisition activity during the respective periods.

Loss on Extinguishment of Debt.In 2010, we recognized a loss of $14.9 million in connection with the redemption of $157.5 million
of our 11.25% Senior Subordinated Notes.

Earnings before Income Taxes. Earnings before income taxes in the three
months ended March 31, 2011 were $33.8 million compared to $15.3 million in the three months ended March 31, 2010.

Provision for Income Taxes. The provision for income taxes was $13.7 million in the three months ended March 31, 2011
compared to $6.0 million in the corresponding period in 2010.

Net Earnings. Net earnings were $20.1 million in the
three months ended March 31, 2011 compared to $9.3 million in the three months ended March 31, 2010.



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Liquidity and Capital Resources

Our principal ongoing uses of cash are to meet working capital requirements, fund debt obligations and to finance our capital expenditures
and acquisitions. We believe that our cash needs, other than for significant acquisitions, will continue to be met through the use of existing available cash, cash flows derived from future operating results and borrowings under our senior secured
revolving credit facility.

Cash provided by operating activities in the three months ended March 31, 2011 was $20.9
million compared to cash used in operating activities of $10.7 million in the corresponding period in 2010. Included in cash provided by operations are contingent payments associated with purchase transactions of $6.9 million and $0 in 2011 and
2010, respectively. The $31.6 million increase in operating cash flow was principally the result of improved profitability in 2011, absence of cash costs of $13.8 million associated with the 11.25% Senior Subordinated Note redemption in 2010, and a
reduction in the funding of current liabilities, including prior year incentive plan liabilities, and interest payments during the first three months of 2011 compared to the same period in 2010, partially offset by a $6.9 million contingent purchase
payment relating to acquisitions. Cash used in investing activities in the three months ended March 31, 2011 was $4.2 million compared to $7.2 million in the same period of 2010. The $3.0 million decrease in cash used in investing
activities was principally due to a decrease in closing cash payments related to acquisitions that are reported as an investing use of cash, offset by an increase in net purchases of investments between periods at the captive insurance subsidiary
and an increase in capital expenditures. Cash provided by financing activities in the three months ended March 31, 2011 was $2.0 million compared to cash used in financing activities of $136.8 million in the three months ended March 31,
2010. The change in cash associated with financing activities was due to $3.6 million of proceeds from the exercise of stock options in 2011 compared to the $157.5 million payment made in connection with the redemption of our 11.25% Notes, partially
offset by the $21.8 million net proceeds received in connection with the exercise of the underwriters over-allotment option relating to our initial public offering during the three months ended March 31, 2010.

We spent $2.2 million in the first three months of 2011 and $1.2 million in the first three months of 2010 for capital expenditures.
These expenditures were primarily for billing and information technology investments and related development projects along with projects in support of operational initiatives.

As of March 31, 2011, we had $402.7 million in aggregate indebtedness consisting of our term loan with an additional
$125.0 million of borrowing capacity available under our senior secured revolving credit facility (without giving effect to $7.1 million of undrawn letters of credit). Outstanding term loan borrowings under the senior credit facility mature on
November 23, 2012.

The senior credit facility agreement, as amended, contains both affirmative and negative covenants,
including limitations on our ability to incur additional indebtedness, sell material assets, retire, redeem or otherwise reacquire our capital stock, acquire the capital stock or assets of another business, pay dividends, and require us to comply
with certain coverage and leverage ratios. The amendment also provides additional flexibility under certain of our covenants, including permitting us to make additional investments, loans and advances and to incur additional earn-out obligations in
connection with permitted acquisitions. The senior credit agreement also includes a provision for the prepayment of a portion of the outstanding term loan amounts at any year-end if we generate excess cash flow, as defined in the
agreement.

As of December 31, 2010, we were a party to three separate forward interest rate swap agreements. These
agreements expired in the first quarter of 2011. The change in value during the three months ended March 31, 2011 of approximately $0.6 million, net of tax, was recorded as a component of other comprehensive earnings.

Subject to any contractual restrictions, the Company and its subsidiaries, affiliates or significant shareholders (including The
Blackstone Group L.P. and its affiliates) may from time to time, in their sole discretion, purchase, repay, redeem or retire any of the Companys outstanding debt or equity securities in privately negotiated or open market transactions, by
tender offer or otherwise.



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As of March 31, 2011, we had total cash and cash equivalents of approximately $49.2
million. There are no known liquidity restrictions or impairments on our cash and cash equivalents as of March 31, 2011. Our ongoing cash needs for the three months ended March 31, 2011 were met from internally generated operating sources.
As of March 31, 2011, there were no amounts outstanding under the revolving credit facility.

We have historically been
an acquirer of other physician staffing businesses and related interests. For the three months ended March 31, 2011, total cash used on acquisitions was $6.9 million which consisted of $6.9 million of contingent payments on prior year
acquisitions reported as an operating cash flow. For the three months ended March 31, 2010 total cash used in acquisitions was $4.2 million which consisted of $4.2 million of cash reported in investing cash flows and $0 of contingent
payments on prior year acquisitions reported as an operating cash flow. In April 2011, we entered into an agreement to acquire an emergency medical staffing group that provides staffing services to a hospital located in Alabama, which we began
staffing in late April. Maximum future contingent payment obligations are approximately $25.3 million.

We are in discussions
with certain physician staffing businesses regarding potential acquisition opportunities. If we consummate these potential acquisitions, we would expect to fund such acquisitions using our existing cash or through borrowings under our revolving
credit facility.

Effective March 12, 2003, we began providing for professional liability risks in part through a captive
insurance company. Prior to such date, we insured such risks principally through the commercial insurance market. The change in the professional liability insurance program initially resulted in increased cash flow due to the retention of cash
formerly paid out in the form of insurance premiums to a commercial insurance company coupled with a long period (typically 2-4 years or longer on average) before cash payout of such losses occurs. A portion of such cash retained is retained within
our captive insurance company and therefore not immediately available for general corporate purposes. As of March 31, 2011, the current value of cash or cash equivalents and related investments held within the captive insurance company totaled
approximately $89.5 million. Investments of the captive insurance subsidiary are carried at fair market value and as of March 31, 2011 reflected $1.9 million of net unrealized gains. See Note 9 of the accompanying consolidated financial
statements for a discussion of the investments held by our captive insurance subsidiary. Effective June 1, 2010, we renewed our fronting carrier program with a commercial insurance carrier through May 31, 2011. In connection with this
renewal, we have paid cash premiums of approximately $10.0 million to the commercial insurance carrier. For the three months ended March 31, 2011, we funded approximately $9.2 million of premiums to the captive subsidiary. For the three months
ended March 31, 2011, we also funded a total of $0.5 million to a commercial insurance provider in order to meet our obligation for incurred costs in excess of the aggregate limits of coverage in place on the commercial insurance policy that
ended March 11, 2003. We will fund additional payments which will be based upon the level of incurred losses relative to the aggregate limit of the coverage at that time as additional claims are processed.

We present Adjusted EBITDA as a supplemental measure of our performance. We define Adjusted EBITDA as net earnings before interest
expense, taxes, depreciation and amortization, as further adjusted to exclude the non-cash items and the other adjustments shown in the table below. We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our
performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Adjusted EBITDA is not a measurement of financial performance or liquidity under generally
accepted accounting principles. In evaluating our performance as measured by Adjusted EBITDA, management recognizes and considers the limitations of this measure. Adjusted EBITDA does not reflect certain cash expenses that we are obligated to make,
and although depreciation and amortizations are non-cash charges, assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements. In addition,
other companies in our industry may calculate Adjusted EBITDA differently than we do or may not calculate it at all, limiting its usefulness as a comparative



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measure. Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for net income, operating income, cash flows from operating, investing or financing
activities, or any other measure calculated in accordance with generally accepted accounting principles. The following table sets forth a reconciliation of net earnings to Adjusted EBITDA.



|                                                                            |  |                                     |        |   |      |   |        |  
|--------------------------------------------------------------------------- |  | ----------------------------------- | ------ | - | ---- | - | ------ | -
|                                                                            |  | Three Months EndedMarch
31,Restated |       
|                                                                            |  | 2010                                |        |   | 2011 |  
|                                                                            |  | (in thousands)                      |       
|Net earnings                                                                |  | $                                   | 9,325  |   |      | $ | 20,120 |  
|Interest expense, net                                                       |  |                                     | 5,763  |   |      |   | 3,277  |  
|Provision for income taxes                                                  |  |                                     | 6,020  |   |      |   | 13,659 |  
|Depreciation and amortization                                               |  |                                     | 6,127  |   |      |   | 6,689  |  
|Other income, net(a)                                                        |  |                                     | (62    | ) |      |   | (548   | )
|Contingent purchase expense(b)                                              |  |                                     | 2,803  |   |      |   | 2,617  |  
|Loss on extinguishment of debt(c)                                           |  |                                     | 14,862 |   |      |   |       |  
|Transaction costs(d)                                                        |  |                                     | 65     |   |      |   | 154    |  
|Stock based compensation expense(e)                                         |  |                                     | 204    |   |      |   | 606    |  
|Insurance subsidiary interest income                                        |  |                                     | 684    |   |      |   | 598    |  
|Professional liability loss reserve adjustments associated with prior years |  |                                     | (7,219 | ) |      |   |       |  
|Severance and other charges                                                 |  |                                     | 12     |   |      |   | 792    |  
|                                                                            |  |                                     |        |   |      |   |        |  
|Adjusted EBITDA                                                             |  | $                                   | 38,584 |   |      | $ | 47,964 |  
|                                                                            |  |                                     |        |   |      |   |        |  



|(a) | Reflects gain or loss on sale of assets, realized gains on investments, and changes in fair value of investments associated with the Companys non-qualified
retirement plan.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Reflects expense recognized for estimated future contingent payments associated with acquisitions.
|--- | --------------------------------------------------------------------------------------------------

|(c) | Reflects the loss on the redemption of a portion of the Companys 11.25% Senior Subordinated Notes, including the write-off of deferred financing costs of $3,837.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | Reflects expenses associated with acquisition transaction fees.
|--- | ---------------------------------------------------------------

|(e) | Reflects costs related to options and restricted shares granted under the Team Health Holdings, Inc. 2009 Stock Incentive Plan.
|--- | -------------------------------------------------------------------------------------------------------------------------------

Inflation

We do not
believe that general inflation in the U.S. economy has had a material impact on our financial position or results of operations.

Seasonality

Historically, our revenues and operating results have reflected minimal seasonal variation due to the significance of revenues derived
from patient visits to emergency departments, which are generally open on a year-round basis, and also due to our geographic diversification. Revenue from our non-emergency department staffing lines is dependent on a healthcare facility being open
during selected time periods. Revenue in such instances will fluctuate depending upon such factors as the number of holidays in the period.

Recently Issued Accounting Standards

See Note 4 of the accompanying consolidated financial statements for a discussion of recently issued accounting standards.



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##### Table of Contents

|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

The Company is exposed to market risk related to changes in interest rates. The Company does not use derivative financial instruments for
speculative or trading purposes.

The Companys earnings are affected by changes in short-term interest rates as a result
of its borrowings under its term loan facility.

At March 31, 2011, the fair value of the Companys total debt,
which had a carrying value of $402.7 million, was approximately $403.2 million. The Company had $402.7 million of variable debt outstanding at March 31, 2011. If the market interest rates for the Companys variable rate borrowings had
averaged 1% more subsequent to December 31, 2010, the Companys interest expense (excluding the impact of our interest rate swap agreements) would have increased, and earnings before income taxes would have decreased, by approximately $1.0
million for the three months ended March 31, 2011. This analysis does not consider the effects of the reduced level of overall economic activity that could exist in such an environment. Further, in the event of a change of such magnitude,
management could take actions in an attempt to further mitigate its exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no changes in the
Companys financial structure. This level of interest rate exposure is consistent with the overall interest rate exposure at December 31, 2010.



|Item 4. | Controls and Procedures
|------- | -----------------------

We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), that are designed to
ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms, and that such
information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Any
controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving desired objectives. In connection with the Original Filing, we conducted an evaluation under the supervision and with the
participation of our management, including our Chief Executive Officer and Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2011. Based
on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2011. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2011 our
disclosure controls and procedures were effective at the reasonable assurance level.

In connection with the restatements
described in Note 2 to our consolidated financial statements included in this Amendment, our Chief Executive Officer and Executive Vice President and Chief Financial Officer re-evaluated our disclosure controls and procedures and determined that
there was a material weakness in our internal control over financial reporting as of March 31, 2011 solely due to the accounting for acquisitions that contain contingent consideration provisions as further described in Note 2 to our consolidated
financial statements included elsewhere in this report. Solely as a result of this material weakness, our Chief Executive Officer and Executive Vice President and Chief Financial Officer concluded that as of March 31, 2011, our disclosure controls
and procedures were not effective at the reasonable assurance level.

Subsequent to the identification of the material
weakness related to accounting for contingent consideration, the Company has initiated remediation measures relating to the identification and treatment of future contingent obligations contained within the acquisition purchase agreements, which
include re-evaluating all accounting and financial reporting controls for purchase accounting to including applying the provisions of Accounting Standard Codification Topic 805 Business Combinations to future acquisitions to
determine whether the contingent consideration should be recognized ratably in the statement of operations as contingent purchase expense over the defined measurement period or recorded as additional purchase consideration as of the date of the
acquisition.



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##### Table of Contents

Changes in Internal Control Over Financial Reporting:There were no changes in
our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2011 that has materially affected, or is reasonably likely to
materially affect, the Companys internal control over financial reporting.



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##### Table of Contents

PART 2. OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

We are currently a party to various legal proceedings. While we currently believe that the ultimate outcome of such proceedings, individually and in the aggregate, will not have a material adverse effect
on our financial position or overall trends in results of operations, litigation is subject to inherent uncertainties. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on our net earnings in the
period in which the ruling occurs. The estimate of the potential impact from such legal proceedings on our financial position or overall results of operations could change in the future.



|Item 1A. | Risk Factors
|-------- | ------------

There are no material changes from the risk factors previously disclosed in our annual report on Form 10-K for the year ended December 31, 2010, filed with the Securities and Exchange Commission on
February 8, 2011.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

None.



|Item 3. | Defaults upon Senior Securities
|------- | -------------------------------

None.



|Item 4. | (Removed and Reserved)
|------- | ----------------------



|Item 5. | Other Information
|------- | -----------------

Members of the Companys board of directors and certain employees, including senior executives and others who regularly have access to material non-public information, may enter into trading plans
designed to comply with the Companys Securities Trading Policy and the requirements of Rule 10b5-1 promulgated by the Securities and Exchange Commission under Section 10(b) of the Securities Exchange Act of 1934, as amended.

During the quarter ended March 31, 2011, Dr. Lynn Massingale, our Executive Chairman and Director, his wife and trusts
controlled by him and his wife entered into such trading plans (collectively, the Plans) for the purpose of long-term asset diversification and estate planning. The Plans extend through June 4, 2012.

The Company does not undertake to report other Rule 10b5-1 plans that may be adopted by any officers or directors of the Company in the
future, or to report any modifications or termination of any publicly announced plan or to report any plan adopted by an employee who is not an executive officer.



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##### Table of Contents

|Item 6. | Exhibits
|------- | --------



|     |  |                                                                                                                                                                                                                                       
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|3.1  |  | Certificate of Incorporation of Team Health Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed on December 18, 2009: File No.
001-34583)                                               
|     | 
|3.2  |  | By-laws of Team Health Holdings, Inc. (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K, filed on December 18, 2009: File No. 001-34583)                                                                    
|     | 
|10.1 |  | First Amendment, dated February 11, 2011, to Amended and Restated Employment Agreement, dated November 29, 2009, between Team Health, Inc. and Gregory S. Roth (previously filed by
the Company in its prior Form 10-Q on May 3, 2011)
|     | 
|31.1 |  | Certification by Greg Roth for Team Health Holdings, Inc. dated November 1, 2011 as required by Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)                                                                       
|     | 
|31.2 |  | Certification by David Jones for Team Health Holdings, Inc. dated November 1, 2011 as required by Section 302 of the Sarbanes-Oxley Act of 2002. (filed
herewith)                                                                     
|     | 
|32.1 |  | Certification by Greg Roth for Team Health Holdings, Inc. dated November 1, 2011 as required by Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)                                                                       
|     | 
|32.2 |  | Certification by David Jones for Team Health Holdings, Inc. dated November 1, 2011 as required by Section 906 of the Sarbanes-Oxley Act of 2002. (filed
herewith)                                                                     



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q/A to be
signed on its behalf by the undersigned thereunto duly authorized.



|                 |  |                                                                    
|---------------- |  | -------------------------------------------------------------------
|                 |  | TEAM HEALTH HOLDINGS, INC.                                         
|                 | 
|November 1, 2011 |  | /S/    GREG
ROTH                                                   
|                 |  | Greg Roth Chief Executive Officer                                  
|                 | 
|November 1, 2011 |  | /S/    DAVID P.
JONES                                              
|                 |  | David P. Jones Executive Vice President and Chief Financial Officer



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##### Table of Contents

EXHIBIT INDEX



|     |  |                                                                                                                                                                                                                                       
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|3.1  |  | Certificate of Incorporation of Team Health Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed on December 18, 2009: File No.
001-34583)                                               
|     | 
|3.2  |  | By-laws of Team Health Holdings, Inc. (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K, filed on December 18, 2009: File No. 001-34583)                                                                    
|     | 
|10.1 |  | First Amendment, dated February 11, 2011, to Amended and Restated Employment Agreement, dated November 29, 2009, between Team Health, Inc. and Gregory S. Roth (previously filed by
the Company in its prior Form 10-Q on May 3, 2011)
|     | 
|31.1 |  | Certification by Greg Roth for Team Health Holdings, Inc. dated November 1, 2011 as required by Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)                                                                       
|     | 
|31.2 |  | Certification by David Jones for Team Health Holdings, Inc. dated November 1, 2011 as required by Section 302 of the Sarbanes-Oxley Act of 2002. (filed
herewith)                                                                     
|     | 
|32.1 |  | Certification by Greg Roth for Team Health Holdings, Inc. dated November 1, 2011 as required by Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)                                                                       
|     | 
|32.2 |  | Certification by David Jones for Team Health Holdings, Inc. dated November 1, 2011 as required by Section 906 of the Sarbanes-Oxley Act of 2002. (filed
herewith)                                                                     



|* | Management contracts or compensatory plans or arrangements
|- | ----------------------------------------------------------



45