##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the Fiscal Year Ended December 31, 2008
Commission File Number 000-22217
 AMSURG CORP.
 (Exact Name of Registrant as Specified in Its Charter)
 Tennessee
    
    62-1493316(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)20 Burton Hills Boulevard, Nashville, TN
    
    37215(Address of Principal Executive Offices)
    
    (Zip Code)
 (615) 665-1283  (Registrants Telephone Number, Including Area Code)
 Securities registered pursuant to Section 12(b) of the Act:
    
    Common Stock, no par value(Title of class)Nasdaq Global Select Market(Name of each exchange on which registered)
 None
  þ o
  o þ
  þ o
 þ
  Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o
  o þ
  Documents Incorporated by Reference




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##### 



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




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##### Table of Contents



Part I
 
 Item 1. Business
  615-665-1283.
 Industry Overview
   Cost-Effective Alternative.
 Physician and Patient Preference.
 New Technology.
 Strategy
  
    
    selectively acquire both single-specialty ASCs and muti-specialty ASCs with substantial
minority physician ownership;
    
    develop new ASCs in partnership with physicians; and
    
    grow revenues and profitability at our existing surgery centers.
  1




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##### Table of Contents



Item 1. Business  (continued)
 Acquisition and Development of Surgery Centers
   
    
    quality of the physicians and their growth opportunities in their market;
    
    the number of procedures currently being performed by the physicians;
    
    competition from and the fees being charged by other surgical providers;
    
    relative competitive market position of the physicians; and
    
    the ability to contract with payors in the market and state certificate of need, or CON,
requirements for the development of a new center.
  
    
    market position of the center and the physicians affiliated with the center;
    
    payor and case mix;
    
    growth opportunities;
    
    staffing and supply review;
    
    equipment assessment; and
    
    opportunities for operational efficiencies.
      2




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##### Table of Contents



Item 1. Business  (continued)
  Growth in Revenues at Existing Facilities
  
    
    growth in the number of physicians performing procedures at our centers;
    
    obtaining new or more favorable managed care contracts for our centers;
    
    marketing our centers to referring physicians, payors and patients; and
    
    achieving efficiencies in center operations.
 Growth in the number of physicians performing procedures.
 
    
    advising the physicians affiliated with the ASCs in recruiting new physicians to their
practices;
    
    identifying additional physicians or physician practices to join the partnerships that
own the ASCs; and
    
    recruiting non-partner physicians in the same or other specialties to use excess
capacity at the ASCs.
  Obtaining new or more favorable managed care contracts.
 Marketing our centers to referring physicians, payors and patients.
 Achieving efficiencies in center operations.
 
    
    physician scheduling enhancements;
    
    specially trained clinical staff focused on improved patient flow; and
    
    improved operating room turnover.
  Surgery Center Operations
  3




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##### Table of Contents



Item 1. Business  (continued)
   
    
    gastroenterology  colonoscopy and other endoscopy procedures;
    
    ophthalmology  cataracts and retinal laser surgery; and
    
    orthopaedic  knee and shoulder arthroscopy and carpal tunnel repair.
  Accreditation
  Surgery Center Locations
  Operating orAcquisition/
    
    ProcedureLocation
    
    Specialty
    
    Opening Date
    
    RoomsAcquired Centers:Knoxville, Tennessee
    
    Gastroenterology
    
    November 1992
    
    
    8Topeka, Kansas
    
    Gastroenterology
    
    November 1992
    
    
    3Nashville, Tennessee
    
    Gastroenterology
    
    November 1992
    
    
    3Washington, D.C.
    
    Gastroenterology
    
    November 1993
    
    
    3Torrance, California
    
    Gastroenterology
    
    February 1994
    
    
    2Maryville, Tennessee
    
    Gastroenterology
    
    January 1995
    
    
    3Miami, Florida
    
    Gastroenterology
    
    April 1995
    
    
    5Panama City, Florida
    
    Gastroenterology
    
    July 1996
    
    
    3Ocala, Florida
    
    Gastroenterology
    
    August 1996
    
    
    3Columbia, South Carolina
    
    Gastroenterology
    
    October 1996
    
    
    4Wichita, Kansas
    
    Orthopaedic
    
    November 1996
    
    
    3Crystal River, Florida
    
    Gastroenterology
    
    January 1997
    
    
    3Abilene, Texas
    
    Ophthalmology
    
    March 1997
    
    
    2Fayetteville, Arkansas
    
    Gastroenterology
    
    May 1997
    
    
    3Independence, Missouri
    
    Gastroenterology
    
    September 1997
    
    
    1Kansas City, Missouri
    
    Gastroenterology
    
    September 1997
    
    
    1Phoenix, Arizona
    
    Ophthalmology
    
    February 1998
    
    
    2Denver, Colorado
    
    Gastroenterology
    
    April 1998
    
    
    4Sun City, Arizona
    
    Ophthalmology
    
    May 1998
    
    
    5Baltimore, Maryland
    
    Gastroenterology
    
    November 1998
    
    
    3Boca Raton, Florida
    
    Ophthalmology
    
    December 1998
    
    
    2Indianapolis, Indiana
    
    Gastroenterology
    
    June 1999
    
    
    4Chattanooga, Tennessee
    
    Gastroenterology
    
    July 1999
    
    
    3Mount Dora, Florida
    
    Ophthalmology
    
    September 1999
    
    
    2Oakhurst, New Jersey
    
    Gastroenterology
    
    September 1999
    
    
    2Cape Coral, Florida
    
    Gastroenterology
    
    November 1999
    
    
    2La Jolla, California
    
    Gastroenterology
    
    December 1999
    
    
    2Burbank, California
    
    Ophthalmology
    
    December 1999
    
    
    1Waldorf, Maryland
    
    Gastroenterology
    
    December 1999
    
    
    2Las Vegas, Nevada
    
    Ophthalmology
    
    December 1999
    
    
    2
 4




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##### Table of Contents



Item 1. Business  (continued)
 Operating orAcquisition/
    
    ProcedureLocation
    
    Specialty
    
    Opening Date
    
    RoomsGlendale, California
    
    Ophthalmology
    
    January 2000
    
    
    1Las Vegas, Nevada
    
    Ophthalmology
    
    May 2000
    
    
    2Hutchinson, Kansas
    
    Ophthalmology
    
    June 2000
    
    
    2New Orleans, Louisiana
    
    Ophthalmology
    
    July 2000
    
    
    2Kingston, Pennsylvania
    
    Ophthalmology, Pain Management
    
    December 2000
    
    
    3Inverness, Florida
    
    Gastroenterology
    
    December 2000
    
    
    3Columbia, Tennessee
    
    Multispecialty
    
    February 2001
    
    
    2Bel Air, Maryland
    
    Gastroenterology
    
    February 2001
    
    
    2Dover, Delaware
    
    Multispecialty
    
    February 2001
    
    
    3Sarasota, Florida
    
    Ophthalmology
    
    February 2001
    
    
    2Greensboro, North Carolina
    
    Ophthalmology
    
    March 2001
    
    
    4Ft. Lauderdale, Florida
    
    Ophthalmology
    
    March 2001
    
    
    3Bloomfield, Connecticut
    
    Ophthalmology
    
    July 2001
    
    
    1Ft. Myers, Florida
    
    Gastroenterology, Pain
Management
    
    July 2001
    
    
    2Lawrenceville, New Jersey
    
    Multispecialty
    
    October 2001
    
    
    3Newark, Delaware
    
    Gastroenterology
    
    October 2001
    
    
    5Alexandria, Louisiana
    
    Ophthalmology
    
    December 2001
    
    
    2Paducah, Kentucky
    
    Ophthalmology
    
    May 2002
    
    
    2Columbia, Tennessee
    
    Gastroenterology
    
    June 2002
    
    
    2Ft. Myers, Florida
    
    Ophthalmology
    
    July 2002
    
    
    2Tulsa, Oklahoma
    
    Ophthalmology
    
    July 2002
    
    
    3Peoria, Arizona
    
    Multispecialty
    
    October 2002
    
    
    3Lewes, Delaware
    
    Gastroenterology
    
    December 2002
    
    
    2Rogers, Arkansas
    
    Ophthalmology
    
    December 2002
    
    
    2Winter Haven, Florida
    
    Ophthalmology
    
    December 2002
    
    
    2Mesa, Arizona
    
    Gastroenterology
    
    December 2002
    
    
    4Voorhees, New Jersey
    
    Gastroenterology
    
    March 2003
    
    
    4St. George, Utah
    
    Gastroenterology
    
    July 2003
    
    
    2San Antonio, Texas
    
    Gastroenterology
    
    July 2003
    
    
    4Pueblo, Colorado
    
    Ophthalmology
    
    September 2003
    
    
    2Reno, Nevada
    
    Gastroenterology
    
    December 2003
    
    
    4Edina, Minnesota
    
    Ophthalmology
    
    December 2003
    
    
    1Gainesville, Florida
    
    Orthopaedic
    
    February 2004
    
    
    5West Palm, Florida
    
    Gastroenterology
    
    March 2004
    
    
    2Raleigh, North Carolina
    
    Gastroenterology
    
    April 2004
    
    
    4Sun City, Arizona
    
    Gastroenterology
    
    September 2004
    
    
    2Casper, Wyoming
    
    Gastroenterology
    
    October 2004
    
    
    2Rockville, Maryland
    
    Gastroenterology
    
    October 2004
    
    
    5Overland Park, Kansas
    
    Gastroenterology
    
    October 2004
    
    
    3Lake Bluff, Illinois
    
    Gastroenterology
    
    November 2004
    
    
    3San Luis Obispo, California
    
    Gastroenterology
    
    December 2004
    
    
    2Templeton, California
    
    Gastroenterology
    
    December 2004
    
    
    2Lutherville, Maryland
    
    Gastroenterology
    
    January 2005
    
    
    2Tacoma, Washington
    
    Gastroenterology
    
    March 2005
    
    
    5Tacoma, Washington
    
    Gastroenterology
    
    March 2005
    
    
    2Tacoma, Washington
    
    Gastroenterology
    
    March 2005
    
    
    2Tacoma, Washington
    
    Gastroenterology
    
    March 2005
    
    
    2Orlando, Florida
    
    Gastroenterology
    
    June 2005
    
    
    1Orlando, Florida
    
    Gastroenterology
    
    June 2005
    
    
    4Ocala, Florida
    
    Multispecialty
    
    June 2005
    
    
    3Scranton, Pennsylvania
    
    Gastroenterology
    
    August 2005
    
    
    3Towson, Maryland
    
    Gastroenterology
    
    August 2005
    
    
    4Yuma, Arizona
    
    Gastroenterology
    
    October 2005
    
    
    3St. Louis, Missouri
    
    Orthopaedic
    
    November 2005
    
    
    2Salem, Oregon
    
    Ophthalmology
    
    December 2005
    
    
    2West Orange, New Jersey
    
    Gastroenterology
    
    December 2005
    
    
    3St. Cloud, Minnesota
    
    Ophthalmology
    
    December 2005
    
    
    2Tulsa, Oklahoma
    
    Gastroenterology
    
    December 2005
    
    
    3Laurel, Maryland
    
    Gastroenterology
    
    December 2005
    
    
    3
 5




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##### Table of Contents



Item 1. Business  (continued)
 Operating orAcquisition/
    
    ProcedureLocation
    
    Specialty
    
    Opening Date
    
    RoomsTorrance, California
    
    Multispecialty
    
    February 2006
    
    
    4Nashville, Tennessee
    
    Ophthalmology
    
    February 2006
    
    
    2Arcadia, California
    
    Gastroenterology
    
    March 2006
    
    
    2Towson, Maryland
    
    Gastroenterology
    
    August 2006
    
    
    2Woodlands, Texas
    
    Gastroenterology
    
    September 2006
    
    
    2Bala Cynwyd, Pennsylvania
    
    Gastroenterology
    
    September 2006
    
    
    2Malvern, Pennsylvania
    
    Gastroenterology
    
    September 2006
    
    
    3Oakland, California
    
    Gastroenterology
    
    October 2006
    
    
    3South Bend, Indiana
    
    Gastroenterology
    
    January 2007
    
    
    4Lancaster, Pennsylvania
    
    Gastroenterology
    
    January 2007
    
    
    2Silver Spring, Maryland
    
    Gastroenterology
    
    January 2007
    
    
    2Rockville, Maryland
    
    Gastroenterology
    
    January 2007
    
    
    3New Orleans, Louisiana
    
    Gastroenterology
    
    January 2007
    
    
    2Marrero, Louisiana
    
    Gastroenterology
    
    January 2007
    
    
    2Metairie, Louisiana
    
    Gastroenterology
    
    January 2007
    
    
    3Toms River, New Jersey
    
    Gastroenterology
    
    May 2007
    
    
    2Pottsville, Pennsylvania
    
    Gastroenterology
    
    June 2007
    
    
    3Memphis, Tennessee
    
    Gastroenterology
    
    July 2007
    
    
    4Kissimmee, Florida
    
    Gastroenterology
    
    July 2007
    
    
    1Glendora, California
    
    Gastroenterology
    
    August 2007
    
    
    4Mesquite, Texas
    
    Gastroenterology
    
    August 2007
    
    
    2Conroe, Texas
    
    Gastroenterology
    
    August 2007
    
    
    4Altamonte Springs, Florida
    
    Gastroenterology
    
    September 2007
    
    
    3New Port Richey, Florida
    
    Multispecialty
    
    October 2007
    
    
    3Glendale, Arizona
    
    Gastroenterology
    
    October 2007
    
    
    3Orlando, Florida
    
    Gastroenterology
    
    October 2007
    
    
    1San Diego, California
    
    Multispecialty
    
    November 2007
    
    
    4Poway, California
    
    Multispecialty
    
    November 2007
    
    
    2Baton Rouge, Louisiana
    
    Gastroenterology
    
    December 2007
    
    
    10Baltimore, Maryland
    
    Gastroenterology
    
    January 2008
    
    
    4Glen Burnie, Maryland
    
    Gastroenterology
    
    January 2008
    
    
    2St. Clair Shores, Michigan
    
    Ophthalmology
    
    May 2008
    
    
    2Orlando, Florida
    
    Gastroenterology
    
    May 2008
    
    
    4Greenbrae, California
    
    Gastroenterology
    
    August 2008
    
    
    3Pomona, California
    
    Multispecialty
    
    September 2008
    
    
    5Akron, Ohio
    
    Gastroenterology
    
    November 2008
    
    
    3Redding, California
    
    Gastroenterology
    
    December 2008
    
    
    2Phoenix, Arizona
    
    Gastroenterology
    
    December 2008
    
    
    2Silver Spring, Maryland
    
    Ophthalmology
    
    December 2008
    
    
    3Phoenix, Arizona
    
    Orthopaedic
    
    December 2008
    
    
    8Bryan, Texas
    
    Gastroenterology
    
    December 2008
    
    
    3Westminster, Maryland
    
    Gastroenterology
    
    December 2008
    
    
    2McKinney, Texas
    
    Multispecialty
    
    December 2008
    
    
    2Durham, North Carolina
    
    Gastroenterology
    
    December 2008
    
    
    4Dayton, Ohio
    
    Gastroenterology
    
    December 2008
    
    
    1Kettering, Ohio
    
    Gastroenterology
    
    December 2008
    
    
    5Huber Heights, Ohio
    
    Gastroenterology
    
    December 2008
    
    
    1Springboro, Ohio
    
    Gastroenterology
    
    December 2008
    
    
    3Developed Centers:Santa Fe, New Mexico
    
    Gastroenterology
    
    May 1994
    
    
    3Beaumont, Texas
    
    Gastroenterology
    
    October 1994
    
    
    5Abilene, Texas
    
    Gastroenterology
    
    December 1994
    
    
    3Knoxville, Tennessee
    
    Ophthalmology
    
    June 1996
    
    
    2Sidney, Ohio
    
    Multispecialty
    
    December 1996
    
    
    4Montgomery, Alabama
    
    Ophthalmology
    
    May 1997
    
    
    2Willoughby, Ohio
    
    Gastroenterology
    
    July 1997
    
    
    2Milwaukee, Wisconsin
    
    Gastroenterology
    
    July 1997
    
    
    3
 6




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##### Table of Contents



Item 1. Business  (continued)
 Operating orAcquisition/
    
    ProcedureLocation
    
    Specialty
    
    Opening Date
    
    RoomsChevy Chase, Maryland
    
    Gastroenterology
    
    July 1997
    
    
    4Melbourne, Florida
    
    Gastroenterology
    
    August 1997
    
    
    2Lorain, Ohio
    
    Gastroenterology
    
    August 1997
    
    
    2Hillmont, Pennsylvania
    
    Gastroenterology
    
    October 1997
    
    
    2Hialeah, Florida
    
    Gastroenterology
    
    December 1997
    
    
    3Cincinnati, Ohio
    
    Gastroenterology
    
    January 1998
    
    
    3Evansville, Indiana
    
    Ophthalmology
    
    February 1998
    
    
    2Shawnee, Kansas
    
    Gastroenterology
    
    April 1998
    
    
    3Salt Lake City, Utah
    
    Gastroenterology
    
    April 1998
    
    
    2Oklahoma City, Oklahoma
    
    Gastroenterology
    
    May 1998
    
    
    4El Paso, Texas
    
    Gastroenterology
    
    December 1998
    
    
    4Toledo, Ohio
    
    Gastroenterology
    
    December 1998
    
    
    3Florham Park, New Jersey
    
    Gastroenterology
    
    December 1999
    
    
    3Minneapolis, Minnesota
    
    Ophthalmology
    
    June 2000
    
    
    2Crestview Hills, Kentucky
    
    Gastroenterology
    
    September 2000
    
    
    3Louisville, Kentucky
    
    Gastroenterology
    
    September 2000
    
    
    3Louisville, Kentucky
    
    Ophthalmology
    
    September 2000
    
    
    2Ft. Myers, Florida
    
    Gastroenterology
    
    October 2000
    
    
    3Seneca, Pennsylvania
    
    Multispecialty
    
    October 2000
    
    
    4Sarasota, Florida
    
    Gastroenterology
    
    December 2000
    
    
    2Tamarac, Florida
    
    Gastroenterology
    
    December 2000
    
    
    2Inglewood, California
    
    Gastroenterology
    
    May 2001
    
    
    3Clemson, South Carolina
    
    Orthopaedic
    
    September 2002
    
    
    3Middletown, Ohio
    
    Gastroenterology
    
    October 2002
    
    
    3Troy, Michigan
    
    Gastroenterology
    
    August 2003
    
    
    3Kingsport, Tennessee
    
    Ophthalmology
    
    October 2003
    
    
    2Columbia, South Carolina
    
    Gastroenterology
    
    November 2003
    
    
    2Greenville, South Carolina
    
    Gastroenterology
    
    August 2004
    
    
    4Sebring, Florida
    
    Ophthalmology
    
    November 2004
    
    
    2Temecula, California
    
    Gastroenterology
    
    November 2004
    
    
    2Escondido, California
    
    Gastroenterology
    
    December 2004
    
    
    2Tampa, Florida
    
    Gastroenterology
    
    January 2005
    
    
    8Rockledge, Florida
    
    Gastroenterology
    
    May 2005
    
    
    3Lakeland, Florida
    
    Gastroenterology
    
    May 2005
    
    
    4Liberty, Missouri
    
    Gastroenterology
    
    June 2005
    
    
    1Knoxville, Tennessee
    
    Gastroenterology
    
    September 2005
    
    
    2Sun City, Arizona
    
    Multispecialty
    
    November 2005
    
    
    3Port Huron, Michigan
    
    Orthopaedic
    
    March 2006
    
    
    2Hanover, New Jersey
    
    Gastroenterology
    
    October 2006
    
    
    3Raleigh, North Carolina
    
    Gastroenterology
    
    December 2006
    
    
    3San Antonio, Texas
    
    Gastroenterology
    
    May 2007
    
    
    3Raleigh, North Carolina
    
    Gastroenterology
    
    November 2007
    
    
    4El Dorado, Arkansas
    
    Multispecialty
    
    December 2007
    
    
    2Greensboro, North Carolina
    
    Gastroenterology
    
    August 2008
    
    
    2534
  Revenues
  7




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##### Table of Contents



Item 1. Business  (continued)
     
    
    ASCs are paid based upon a percentage of the payments to hospital outpatient departments
pursuant to the hospital outpatient prospective payment system;
    
    a scheduled phase in of the revised rates over four years, beginning January 1, 2008;
and
    
    planned annual increases in the ASC rates beginning in 2010 based on the consumer price
index, or CPI.
     8




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##### Table of Contents



Item 1. Business  (continued)
 Competition
  Competition for Center Acquisitions.
 Competition for Joint Venture Development of Centers.
 Competition for Physicians to Utilize Our Centers, Patients and Managed Care Contracts.
 Government Regulation
  CONs and State Licensing
  Corporate Practice of Medicine
 Certification
 9




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##### Table of Contents



Item 1. Business  (continued)
  Medicare-Medicaid Fraud and Abuse Provisions
     
    
    the limited partnerships and limited liability companies exist to effect legitimate
business purposes, including the ownership, operation and continued improvement of high
quality, cost-effective and efficient services to the patients served;
    
    the limited partnerships and limited liability companies function as an extension of the
group practices of physicians who are affiliated with the surgery centers and the surgical
procedures are performed personally by these physicians without referring the patients
outside of their practice;
    
    our physician partners have a substantial investment at risk in the limited partnerships
and limited liability companies;
    
    terms of the investment do not take into account volume of the physician partners past
or anticipated future services provided to patients of the centers;
    
    the physician partners are not required or encouraged as a condition of the investment
to treat Medicare or Medicaid patients at the centers or to influence others to refer such
patients to the centers for treatment;
    
    the limited partnerships, the limited liability companies, our subsidiaries and our
affiliates will not loan any funds to or guarantee any debt on behalf of the physician
partners with respect to their investment; and
    
    distributions by the limited partnerships and limited liability companies are allocated
uniformly in proportion to ownership interests.
 10




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##### Table of Contents



Item 1. Business  (continued)
      Prohibition on Physician Ownership of Healthcare Facilities and Certain Self-Referrals
   11




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##### Table of Contents



Item 1. Business  (continued)
  The Federal False Claims Act and Similar Federal and State Laws.
   Healthcare Industry Investigations
  Privacy and Security Requirements.
 12




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##### Table of Contents



Item 1. Business  (continued)
     HIPAA Administrative Simplification Requirements.
 Obligations to Buy Out Physician Partners
 Employees
  Legal Proceedings and Insurance
  Available Information
 Form 10-Q Form 10-Q, Form 8-K
 13




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##### Table of Contents



Item 1A. Risk Factors
  Our business may be adversely affected by current and future economic conditions.
 We depend on payments from third-party payors, including government healthcare programs. If these
payments decrease or do not increase as our costs increase, our operating margins and profitability
would be adversely affected.
  Our business may be adversely affected by changes to the medical practices of our physician
partners or if we fail to maintain good relationships with the physician partners who use our
surgery centers.
 If we fail to acquire and develop additional surgery centers on favorable terms, our future growth
and operating results could be adversely affected.
 If we are unable to increase procedure volume at our existing centers, our operating margins and
profitability could be adversely affected.
 14




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##### Table of Contents



Item 1A. Risk Factors  (continued)
  If we are unable to manage the growth in our business, our operating results could be adversely
affected.
 If we do not have sufficient capital resources to complete acquisitions and develop new
surgery centers, our growth and results of operations could be adversely affected.
 If we are unable to effectively compete for physician partners, managed care contracts, patients
and strategic relationships, our business would be adversely affected.
  Our surgery centers may be negatively impacted by weather and other factors beyond our control.
 If we fail to comply with applicable laws and regulations, we could suffer penalties or be required
to make significant changes to our operations.
 
    
    physician ownership of our surgery centers;
    
    our relationships with physicians and other referral sources;
    
    CON approvals and other regulations affecting the construction or acquisition of
centers, capital expenditures or the addition of services;
    
    the adequacy of medical care, equipment, personnel, and operating policies and
procedures;
    
    qualifications of medical and support personnel;
    
    maintenance and protection of records;
    
    billing for services by healthcare providers, including appropriate treatment of
overpayments and credit balances;
    
    privacy and security of individually identifiable health information; and
    
    environmental protection.
  15




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##### Table of Contents



Item 1A. Risk Factors  (continued)
  If a federal or state agency asserts a different position or enacts new laws or regulations
regarding illegal remuneration or other forms of fraud and abuse, we could suffer penalties or be
required to make significant changes to our operations.
   Providers in the healthcare industry have been the subject of federal and state investigations, and
we may become subject to investigations in the future.
  If regulations or regulatory interpretations change, we may be obligated to buy out interests of
physicians who are minority owners of the surgery centers.
 
    
    make the referral of Medicare and other patients to our surgery centers by physicians
affiliated with us illegal;
    
    create the substantial likelihood that cash distributions from the limited partnerships
or limited liability companies to the affiliated physicians will be illegal; or
    
    cause the ownership by the physicians of interests in the limited partnerships or
limited liability companies to be illegal.
 16




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##### Table of Contents



Item 1A. Risk Factors  (continued)
  We are liable for the debts and other obligations of the limited partnerships that own and operate
certain of our surgery centers.
 We may be subject to liabilities for claims brought against our facilities.
 We have a legal responsibility to the minority owners of the entities through which we own our
surgery centers, which may conflict with our interests and prevent us from acting solely in our own
best interests.
 We may write-off intangible assets, such as goodwill.
 The IRS may challenge tax deductions for certain acquired goodwill.
 17




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##### Table of Contents



Item 1A. Risk Factors  (continued)
  
 Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
  
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  18




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##### Table of Contents



EXECUTIVE OFFICERS OF THE REGISTRANT
  Name
    
    Age
    
    ExperienceChristopher A. Holden
    
    
    44
    
    
    Chief Executive Officer and Director since
October 2007; Senior Vice President and a
Division President of Triad Hospitals Inc.
from May 1999 to July 2007; President 
West Division of the Central Group of
Columbia/HCA Healthcare Corporation from
January 1998 to May 1999.Claire M. Gulmi
    
    
    55
    
    
    Executive Vice President since February
2006; Chief Financial Officer since
September 1994; Director since May 2004;
Senior Vice President from March 1997 to
February 2006; Secretary since December
1997; Vice President from September 1994
through March 1997.David L. Manning
    
    
    59
    
    
    Executive Vice President and Chief
Development Officer since February 2006;
Senior Vice President of Development and
Assistant Secretary from April 1992 to
February 2006.Kevin D. Eastridge
    
    
    43
    
    
    Senior Vice President of Finance and Chief
Accounting Officer since July 2008; Vice
President of Finance from April 1998 to
July 2008; Controller from March 1997 to
June 2004.Royce D. Harrell
    
    
    63
    
    
    Senior Vice President of Corporate Services
since September 2000; Senior Vice President
of Operations from October 1992 until
September 2000.Billie A. Payne
    
    
    57
    
    
    Senior Vice President of Operations since
December 2007; Vice President of Operations
from March 1998 to December 2007.
 
 PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
  1st
    
    2nd
    
    3rd
    
    4thQuarter
    
    Quarter
    
    Quarter
    
    Quarter2007:High
    
    $
    26.28
    
    
    $
    25.25
    
    
    $
    26.79
    
    
    $
    28.00Low
    
    $
    21.63
    
    
    $
    22.76
    
    
    $
    21.93
    
    
    $
    22.602008:High
    
    $
    29.76
    
    
    $
    27.79
    
    
    $
    28.93
    
    
    $
    26.05Low
    
    $
    22.72
    
    
    $
    21.96
    
    
    $
    23.96
    
    
    $
    17.91
  19




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##### Table of Contents



Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities  (continued)
 Issuer Purchases of Equity Securities (1)(d) MaximumNumber (orApproximate Dollar(a) Total
    
    
    
    
    
    (c) Total Number of
    
    Value) of Shares (orNumber of
    
    (b) Average
    
    Shares (or Units)
    
    Units) That May YetShares
    
    Price Paid
    
    Purchased as Part of
    
    Be Purchased Under(or Units)
    
    per Share
    
    Publicly Announced
    
    the Plans orPeriod
    
    Purchased
    
    (or Unit)
    
    Plans or Programs
    
    ProgramsOctober 1, 2008 through
October 31, 2008
    
    
    265,620
    
    
    $
    23.27
    
    
    
    265,620
    
    
    $
    18,820,000November 1, 2008 through
November 30, 2008
    
    
    251,432
    
    
    
    24.78
    
    
    
    251,432
    
    
    
    12,590,000December 1, 2008 through
December 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    517,052
    
    
    $
    24.01
    
    
    
    517,052
    
    
    $
    12,590,000
 
 (1)
    
    On September 30, 2008, we announced that our board of directors had authorized a stock
repurchase program, allowing for the purchase of up to $25,000,000 of our outstanding common
stock over a 12 month period, the primary intent of which is to mitigate the dilutive effect
of shares issued pursuant to our stock incentive plans. We purchased $12,410,000 of our
outstanding common stock in October 2008 and November 2008 under the program. 20




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##### Table of Contents



Item 6. Selected Financial Data
 Year Ended December 31,2008
    
    2007
    
    2006
    
    2005
    
    2004(Dollars in thousands, except per share data)Consolidated Statement of Earnings Data:Revenues
    
    $
    600,655
    
    
    $
    518,311
    
    
    $
    441,438
    
    
    $
    365,227
    
    
    $
    305,810Operating expenses
    
    
    390,192
    
    
    
    337,240
    
    
    
    286,522
    
    
    
    231,092
    
    
    
    188,795Operating income
    
    
    210,463
    
    
    
    181,071
    
    
    
    154,196
    
    
    
    134,135
    
    
    
    117,015Minority interest
    
    
    118,550
    
    
    
    103,153
    
    
    
    89,530
    
    
    
    74,768
    
    
    
    64,403Interest and other expenses
    
    
    9,938
    
    
    
    9,568
    
    
    
    7,386
    
    
    
    3,897
    
    
    
    1,834Earnings from continuing operations before income
taxes
    
    
    81,975
    
    
    
    68,350
    
    
    
    58,000
    
    
    
    55,470
    
    
    
    50,778Income tax expense
    
    
    32,463
    
    
    
    26,584
    
    
    
    22,521
    
    
    
    21,743
    
    
    
    20,091Net earnings from continuing operations
    
    
    49,512
    
    
    
    41,766
    
    
    
    35,479
    
    
    
    33,727
    
    
    
    30,687(Loss) earnings from operations of discontinued
interests in surgery centers, net of income tax
    
    
    (8
    )
    
    
    2,079
    
    
    
    2,723
    
    
    
    2,410
    
    
    
    3,421(Loss) gain on disposal of discontinued interests in
surgery centers, net of income tax
    
    
    (2,458
    )
    
    
    330
    
    
    
    (463
    )
    
    
    (986
    )
    
    
    5,598Net earnings
    
    $
    47,046
    
    
    $
    44,175
    
    
    $
    37,739
    
    
    $
    35,151
    
    
    $
    39,706Basic earnings per common share:Net earnings from continuing operations
    
    $
    1.57
    
    
    $
    1.36
    
    
    $
    1.19
    
    
    $
    1.14
    
    
    $
    1.03Net earnings
    
    $
    1.49
    
    
    $
    1.44
    
    
    $
    1.27
    
    
    $
    1.19
    
    
    $
    1.33Diluted earnings per common share:Net earnings from continuing operations
    
    $
    1.55
    
    
    $
    1.34
    
    
    $
    1.17
    
    
    $
    1.12
    
    
    $
    1.01Net earnings
    
    $
    1.47
    
    
    $
    1.42
    
    
    $
    1.24
    
    
    $
    1.17
    
    
    $
    1.30Weighted average number of shares and share
equivalents outstanding (in thousands):Basic
    
    
    31,503
    
    
    
    30,619
    
    
    
    29,822
    
    
    
    29,573
    
    
    
    29,895Diluted
    
    
    31,963
    
    
    
    31,102
    
    
    
    30,398
    
    
    
    30,147
    
    
    
    30,507Operating and Other Financial Data:Continuing centers at end of year
    
    
    189
    
    
    
    169
    
    
    
    145
    
    
    
    134
    
    
    
    111Procedures performed during year
    
    
    1,110,563
    
    
    
    954,267
    
    
    
    809,380
    
    
    
    693,260
    
    
    
    566,387Same-center revenue increase
    
    
    3
    %
    
    
    4
    %
    
    
    5
    %
    
    
    3
    %
    
    
    4
    %Cash flows provided by operating activities
    
    $
    90,927
    
    
    $
    79,371
    
    
    $
    72,021
    
    
    $
    63,421
    
    
    $
    55,452Cash flows used in investing activities
    
    
    (131,780
    )
    
    
    (179,368
    )
    
    
    (71,794
    )
    
    
    (83,308
    )
    
    
    (61,660
    )Cash flows provided by (used in) financing activities
    
    
    42,448
    
    
    
    109,867
    
    
    
    (640
    )
    
    
    25,391
    
    
    
    6,942
 At December 31,2008
    
    2007
    
    2006
    
    2005
    
    2004(In thousands)Consolidated Balance Sheet Data:Cash and cash equivalents
    
    $
    31,548
    
    
    $
    29,953
    
    
    $
    20,083
    
    
    $
    20,496
    
    
    $
    14,992Working capital
    
    
    85,497
    
    
    
    83,792
    
    
    
    66,591
    
    
    
    61,072
    
    
    
    56,302Total assets
    
    
    905,879
    
    
    
    781,634
    
    
    
    590,032
    
    
    
    527,816
    
    
    
    425,155Long-term debt and other long-term liabilities
    
    
    288,251
    
    
    
    232,223
    
    
    
    127,821
    
    
    
    125,712
    
    
    
    88,160Minority interest
    
    
    66,079
    
    
    
    62,006
    
    
    
    52,341
    
    
    
    47,271
    
    
    
    39,710Shareholders equity
    
    
    460,429
    
    
    
    411,225
    
    
    
    343,108
    
    
    
    294,618
    
    
    
    254,149
 21




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Statements
 This report contains certain forward-looking statements (all statements other than statements with
respect to historical fact) within the meaning of the federal securities laws, which are intended
to be covered by the safe harbors created thereby. Investors are cautioned that all
forward-looking statements involve known and unknown risks and uncertainties including, without
limitation, those described in Item 1A. Risk Factors, some of which are beyond our control.
Although we believe that the assumptions underlying the forward-looking statements contained herein
are reasonable, any of the assumptions could be inaccurate. Therefore, there can be no assurance
that the forward-looking statements included in this report will prove to be accurate. Actual
results could differ materially and adversely from those contemplated by any forward-looking
statement. In light of the significant risks and uncertainties inherent in the forward-looking
statements included herein, the inclusion of such information should not be regarded as a
representation by us or any other person that our objectives and plans will be achieved. We
undertake no obligation to publicly release any revisions to any forward-looking statements in this
discussion to reflect events and circumstances occurring after the date hereof or to reflect
unanticipated events. Forward-looking statements and our liquidity, financial condition and
results of operations may be affected by the risks set forth in Item 1A. Risk Factors or by other
unknown risks and uncertainties.
 Overview
  2008
    
    2007
    
    2006Centers in operation, beginning of the year
    
    
    176
    
    
    
    156
    
    
    
    149New center acquisitions placed in operation
    
    
    19
    
    
    
    21
    
    
    
    8New development centers placed in operation
    
    
    1
    
    
    
    3
    
    
    
    3Centers disposed
    
    
    (6
    )
    
    
    (4
    )
    
    
    (4
    )Centers held for sale
    
    
    (1
    )
    
    
    
    
    
    
    Centers in operation, end of the year
    
    
    189
    
    
    
    176
    
    
    
    156Centers under development, end of the year
    
    
    3
    
    
    
    2
    
    
    
    5Development centers awaiting regulatory approval, end of year
    
    
    
    
    
    
    1
    
    
    
    Average number of continuing centers in operation, during year
    
    
    175
    
    
    
    164
    
    
    
    146Centers under letter of intent, end of year
    
    
    5
    
    
    
    4
    
    
    
    10
   Sources of Revenues
  22




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
    
    
    ASCs are paid based upon a percentage of the payments to hospital outpatient departments
pursuant to the hospital outpatient prospective payment system;
    
    a scheduled phase in of the revised rates over four years, beginning January 1, 2008;
and
    
    planned annual increases in the ASC rates beginning in 2010 based on the consumer price
index.
     Critical Accounting Policies
  Principles of Consolidation.
 23




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
     Revenue Recognition.
 Allowance for Contractual Adjustments and Bad Debt Expense.
 Purchase Price Allocation. Business
Combinations.
 Goodwill. Goodwill and Other Intangible Assets,
 24




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
  Results of Operations
      25




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
  2008
    
    2007
    
    2006Revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Salaries and benefits
    
    
    28.9
    
    
    
    29.4
    
    
    
    29.9Supply cost
    
    
    11.8
    
    
    
    11.6
    
    
    
    11.6Other operating expenses
    
    
    20.8
    
    
    
    20.5
    
    
    
    19.7Depreciation and amortization
    
    
    3.5
    
    
    
    3.6
    
    
    
    3.7Total operating expenses
    
    
    65.0
    
    
    
    65.1
    
    
    
    64.9Operating income
    
    
    35.0
    
    
    
    34.9
    
    
    
    35.1Minority interest
    
    
    19.7
    
    
    
    19.9
    
    
    
    20.3Interest expense, net of interest income
    
    
    1.7
    
    
    
    1.8
    
    
    
    1.7Earnings from continuing operations before income taxes
    
    
    13.6
    
    
    
    13.2
    
    
    
    13.1Income tax expense
    
    
    5.4
    
    
    
    5.1
    
    
    
    5.1Net earnings from continuing operations
    
    
    8.2
    
    
    
    8.1
    
    
    
    8.0Discontinued operations:Earnings from operations of discontinued interests in surgery centers, net
of income tax
    
    
    
    
    
    
    0.4
    
    
    
    0.6Loss on sale of discontinued interests in surgery centers, net of income tax
    
    
    (0.4
    )
    
    
    
    
    
    
    (0.1
    )Net (loss) earnings from discontinued operations
    
    
    (0.4
    )
    
    
    0.4
    
    
    
    0.5Net earnings
    
    
    7.8
    %
    
    
    8.5
    %
    
    
    8.5
    %
 Year Ended December 31, 2008 Compared to Year Ended December 31, 2007
  
    
    centers acquired or opened in 2007, which contributed $53.5 million of additional
revenues due to having a full period of operations in 2008;
    
    centers acquired or opened in 2008, which generated $15.0 million in revenues; and
    
    $13.8 million of revenue growth recognized by our 2008 same-center group primarily as a
result of procedure growth.
    
    
    centers acquired or opened during 2007, which resulted in an increase of $9.2 million in
other operating expenses;
    
    an increase of $4.1 million in other operating expenses at our 2008 same-center group
resulting primarily from additional procedure volume and general inflationary cost
increases; and
    
    centers acquired or opened during 2008, which resulted in an increase of $2.8 million in
other operating expenses.
 26




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
     Accounting for Uncertainty in Income Taxes  an interpretation of SFAS No. 109"
  Year Ended December 31, 2007 Compared to Year Ended December 31, 2006
  
    
    centers acquired or opened in 2007, which generated $40.8 million in revenues;
    
    $19.4 million of revenue growth recognized by our 2007 same-center group primarily as a
result of procedure growth; and
    
    centers acquired or opened in 2006, which contributed $14.8 million of additional
revenues due to having a full period of operations in 2007.
  27




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
   
    
    centers acquired or opened during 2007, which resulted in an increase of $7.5 million in
other operating expenses;
    
    an increase of $7.0 million in other operating expenses at our 2007 same-center group
resulting primarily from additional procedure volume, general inflationary cost increases,
and a $1.3 million impairment charge and property loss incurred at a center that will be
relocating its facility during 2008; and
    
    centers acquired or opened during 2006, which resulted in an increase of $2.2 million in
other operating expenses.
      Liquidity and Capital Resources
  Allowance for Contractual Adjustments and Bad Debt Expense
 28




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
  
    
    $118.7 million for acquisitions of interests in ASCs;
    
    $16.4 million for new or replacement property at existing surgery centers, including
$970,000 in new capital leases; and
    
    $2.9 million for surgery centers under development.
       Payments Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    More than 5Total
    
    1 Year
    
    1-3 Years
    
    3-5 Years
    
    YearsLong-term debt, including
interest (1)
    
    $
    269,180
    
    
    $
    5,243
    
    
    $
    256,613
    
    
    $
    4,858
    
    
    $
    2,466Capital lease obligations,
including interest
    
    
    6,878
    
    
    
    2,825
    
    
    
    3,372
    
    
    
    679
    
    
    
    2Operating leases, including
renewal option periods (2)
    
    
    400,574
    
    
    
    32,134
    
    
    
    62,489
    
    
    
    60,129
    
    
    
    245,822Construction in progress
commitments
    
    
    1,237
    
    
    
    1,237
    
    
    
    
    
    
    
    
    
    
    
    Other long-term obligations (3)
    
    
    980
    
    
    
    980
    
    
    
    
    
    
    
    
    
    
    
    Liability for unrecognized tax
benefits
    
    
    7,776
    
    
    
    
    
    
    
    7,776
    
    
    
    
    
    
    
    Total contractual cash
obligations
    
    $
    686,625
    
    
    $
    42,419
    
    
    $
    330,250
    
    
    $
    65,666
    
    
    $
    248,290
 29




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
 (1)
    
    Our long-term debt may increase based on future acquisition activity. We will use our
operating cash flow to repay existing long-term debt under our credit facility prior to its
maturity date.(2)
    
    Operating lease obligations do not include common area maintenance (CAM), insurance or tax
payments for which the Company is also obligated. Total expense related to CAM, insurance and taxes for the 2008
fiscal year was approximately $3.6 million.(3)
    
    Other long-term obligations consist of purchase price commitments that were contingent upon
certain events. These obligations will be paid in 2009 and are expected to be funded through
borrowing under our credit facility.
   Recent Accounting Pronouncements
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities.
 Noncontrolling Interests in Consolidated Financial
Statements, an Amendment of Accounting Research Bulletin No. 51.
 Business Combinations, Business Combinations.
 30




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
 Disclosures about Derivative Instruments and Hedging
Activities
 
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
   FairValue atYears Ended December 31,
    
    
    
    
    
    
    
    
    
    December 31,2009
    
    2010
    
    2011
    
    2012
    
    2013
    
    Thereafter
    
    Total
    
    2008Fixed rate
    
    $
    5,398
    
    
    $
    3,984
    
    
    $
    53,191
    
    
    $
    2,156
    
    
    $
    1,425
    
    
    $
    785
    
    
    $
    66,939
    
    
    $
    63,321Average interest
rate
    
    
    6.7
    %
    
    
    6.7
    %
    
    
    5.4
    %
    
    
    6.0
    %
    
    
    6.0
    %
    
    
    6.2
    %Variable rate
    
    $
    1,403
    
    
    $
    1,178
    
    
    $
    200,198
    
    
    $
    942
    
    
    $
    495
    
    
    $
    1,481
    
    
    $
    205,697
    
    
    $
    193,373Average interest
rate
    
    
    5.4
    %
    
    
    5.5
    %
    
    
    3.8
    %
    
    
    5.9
    %
    
    
    6.1
    %
    
    
    6.5
    %
  31




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Accounting for Uncertainty in
Income Taxes  an Interpretation of SFAS No. 109,
 Internal ControlIntegrated Framework
 
 32




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##### Table of Contents



Item 8.
Financial Statements and Supplementary Data  (continued)
 AmSurg Corp.
Consolidated Balance Sheets
December 31, 2008 and 2007
(Dollars in thousands)
 2008
    
    2007AssetsCurrent assets:Cash and cash equivalents
    
    $
    31,548
    
    
    $
    29,953Accounts receivable, net of allowance of $11,757 and $8,310, respectively
    
    
    63,602
    
    
    
    61,284Supplies inventory
    
    
    8,083
    
    
    
    6,882Deferred income taxes (note 9)
    
    
    1,378
    
    
    
    1,354Prepaid and other current assets (note 6)
    
    
    17,223
    
    
    
    18,509Current assets held for sale (note 2)
    
    
    25
    
    
    
    Total current assets
    
    
    121,859
    
    
    
    117,982Long-term receivables and other assets (note 2)
    
    
    46
    
    
    
    1,653Property and equipment, net (notes 3, 5 and 7)
    
    
    111,884
    
    
    
    104,874Intangible assets, net (notes 2 and 4)
    
    
    671,914
    
    
    
    557,125Long-term assets held for sale (note 2)
    
    
    176
    
    
    
    Total assets
    
    $
    905,879
    
    
    $
    781,634Liabilities and Shareholders EquityCurrent liabilities:Current portion of long-term debt (note 5)
    
    $
    6,801
    
    
    $
    5,781Accounts payable
    
    
    14,240
    
    
    
    12,703Accrued salaries and benefits (note 6)
    
    
    12,040
    
    
    
    12,415Other accrued liabilities
    
    
    3,246
    
    
    
    2,291Income taxes payable
    
    
    
    
    
    
    1,000Current liabilities held for sale (note 2)
    
    
    35
    
    
    
    Total current liabilities
    
    
    36,362
    
    
    
    34,190Long-term debt (notes 2 and 5)
    
    
    265,835
    
    
    
    216,822Deferred income taxes (note 9)
    
    
    54,758
    
    
    
    41,990Other long-term liabilities (notes 2, 6 and 9)
    
    
    22,416
    
    
    
    15,401Commitments and contingencies (notes 2, 5, 7, 10 and 12)Minority interest
    
    
    66,079
    
    
    
    62,006Preferred stock, no par value, 5,000,000 shares authorized, no shares issued or
outstanding (note 8)
    
    
    
    
    
    
    Shareholders equity:Common stock, no par value 70,000,000 shares authorized, 31,342,241 and
31,202,629 shares outstanding, respectively (note 8)
    
    
    177,624
    
    
    
    172,536Deferred compensation
    
    
    (5,432
    )
    
    
    (3,916
    )Retained earnings, net of ($634) cumulative adjustment to beginning retained
earnings on January 1, 2007 for change in accounting for uncertainties in
income taxes
    
    
    291,088
    
    
    
    244,042Accumulated other comprehensive loss, net of income taxes (notes 5 and 6)
    
    
    (2,851
    )
    
    
    (1,437
    )Total shareholders equity
    
    
    460,429
    
    
    
    411,225Total liabilities and shareholders equity
    
    $
    905,879
    
    
    $
    781,634
  33




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##### Table of Contents



Item 8.
Financial Statements and Supplementary Data  (continued)
 AmSurg Corp.
Consolidated Statements of Earnings
Years Ended December 31, 2008, 2007 and 2006
(In thousands, except earnings per share
 2008
    
    2007
    
    2006Revenues
    
    $
    600,655
    
    
    $
    518,311
    
    
    $
    441,438Operating expenses:Salaries and benefits (note 10)
    
    
    173,588
    
    
    
    152,332
    
    
    
    131,942Supply cost
    
    
    70,664
    
    
    
    59,930
    
    
    
    51,251Other operating expenses (note 10)
    
    
    125,064
    
    
    
    106,223
    
    
    
    87,206Depreciation and amortization
    
    
    20,876
    
    
    
    18,755
    
    
    
    16,123Total operating expenses
    
    
    390,192
    
    
    
    337,240
    
    
    
    286,522Operating income
    
    
    210,463
    
    
    
    181,071
    
    
    
    154,916Minority interest
    
    
    118,550
    
    
    
    103,153
    
    
    
    89,530Interest expense, net of interest income of $249, $535 and $568, respectively
    
    
    9,938
    
    
    
    9,568
    
    
    
    7,386Earnings from continuing operations before income taxes
    
    
    81,975
    
    
    
    68,350
    
    
    
    58,000Income tax expense (note 9)
    
    
    32,463
    
    
    
    26,584
    
    
    
    22,521Net earnings from continuing operations
    
    
    49,512
    
    
    
    41,766
    
    
    
    35,479Discontinued operations:(Loss) earnings from operations of discontinued interests in surgery centers,
net of income tax (benefit) expense
    
    
    (8
    )
    
    
    2,079
    
    
    
    2,723(Loss) gain on disposal of discontinued interests in surgery centers,
net of income tax (benefit) expense
    
    
    (2,458
    )
    
    
    330
    
    
    
    (463
    )Net (loss) earnings from discontinued operations
    
    
    (2,466
    )
    
    
    2,409
    
    
    
    2,260Net earnings
    
    $
    47,046
    
    
    $
    44,175
    
    
    $
    37,739Basic earnings per common share (note 7):Net earnings from continuing operations
    
    $
    1.57
    
    
    $
    1.36
    
    
    $
    1.19Net earnings
    
    $
    1.49
    
    
    $
    1.44
    
    
    $
    1.27Diluted earnings per common share:Net earnings from continuing operations
    
    $
    1.55
    
    
    $
    1.34
    
    
    $
    1.17Net earnings
    
    $
    1.47
    
    
    $
    1.42
    
    
    $
    1.24Weighted average number of shares and share equivalents outstanding (note 8):Basic
    
    
    31,503
    
    
    
    30,619
    
    
    
    29,822Diluted
    
    
    31,963
    
    
    
    31,102
    
    
    
    30,398
  34




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##### Table of Contents



Item 8.
Financial Statements and Supplementary Data  (continued)
 AmSurg Corp.
Consolidated Statements of Changes in Shareholders Equity
Years Ended December 31, 2008, 2007 and 2006
(In thousands
 AccumulatedOtherCommon Stock
    
    
    Deferred
    
    
    Retained
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Compensation
    
    
    Earnings
    
    
    Loss
    
    
    TotalBalance at January 1, 2006
    
    
    29,689
    
    
    $
    131,856
    
    
    $
    
    
    
    $
    162,762
    
    
    $
    
    
    
    $
    294,618Issuance of common stock
    
    
    3
    
    
    
    87
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    87Stock options exercised
    
    
    242
    
    
    
    3,048
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,048Share-based compensation
    
    
    
    
    
    
    7,030
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,030Tax benefit related to exercise of
stock options
    
    
    
    
    
    
    1,056
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,056Comprehensive income:Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,739
    
    
    
    
    
    
    
    37,739Loss on interest rate swap, net
of income tax benefit of $303
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (470
    )
    
    
    (470
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,269Balance at December 31, 2006
    
    
    29,934
    
    
    
    143,077
    
    
    
    
    
    
    
    200,501
    
    
    
    (470
    )
    
    
    343,108Cumulative adjustment to
beginning retained earnings
on January 1, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (634
    )
    
    
    
    
    
    
    (634
    )Issuance of restricted common stock
    
    
    200
    
    
    
    4,616
    
    
    
    (4,616
    )
    
    
    
    
    
    
    
    
    
    
    Deferred compensation amortization
    
    
    
    
    
    
    
    
    
    
    576
    
    
    
    
    
    
    
    
    
    
    
    576Cancellation of restricted
common stock
    
    
    (5
    )
    
    
    (124
    )
    
    
    124
    
    
    
    
    
    
    
    
    
    
    
    Stock options exercised
    
    
    1,074
    
    
    
    17,661
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,661Share-based compensation
    
    
    
    
    
    
    3,984
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,984Tax benefit related to exercise of
    
    
    
    
    
    
    3,322
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,322stock options
Comprehensive income:Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,175
    
    
    
    
    
    
    
    44,175Loss on interest rate swap, net
of income tax benefit of $624
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (967
    )
    
    
    (967
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,208Balance at December 31, 2007
    
    
    31,203
    
    
    
    172,536
    
    
    
    (3,916
    )
    
    
    244,042
    
    
    
    (1,437
    )
    
    
    411,225Issuance of restricted common stock
    
    
    147
    
    
    
    3,662
    
    
    
    (3,662
    )
    
    
    
    
    
    
    
    
    
    
    Deferred compensation amortization
    
    
    
    
    
    
    
    
    
    
    1,912
    
    
    
    
    
    
    
    
    
    
    
    1,912Cancellation of restricted
common stock
    
    
    (10
    )
    
    
    (234
    )
    
    
    234
    
    
    
    
    
    
    
    
    
    
    
    Stock options exercised
    
    
    519
    
    
    
    9,970
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,970Stock repurchased
    
    
    (517
    )
    
    
    (12,413
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,413
    )Share-based compensation
    
    
    
    
    
    
    2,798
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,798Tax benefit related to exercise of
stock options
    
    
    
    
    
    
    1,305
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,305Comprehensive income:Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,046
    
    
    
    
    
    
    
    47,046Loss on interest rate swap, net
of income tax benefit of $911
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,414
    )
    
    
    (1,414
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,632Balance at December 31, 2008
    
    
    31,342
    
    
    $
    177,624
    
    
    $
    (5,432
    )
    
    $
    291,088
    
    
    $
    (2,851
    )
    
    $
    460,429
  35




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data  (continued)
 AmSurg Corp.
Consolidated Statements of Cash Flows
Years Ended December 31, 2008, 2007 and 2006
(In thousands
 2008
    
    2007
    
    2006Cash flows from operating activities:Net earnings
    
    $
    47,046
    
    
    $
    44,175
    
    
    $
    37,739Adjustments to reconcile net earnings to net cash provided by
operating activities:Minority interest
    
    
    118,550
    
    
    
    103,153
    
    
    
    89,530Distributions to minority partners
    
    
    (118,769
    )
    
    
    (103,545
    )
    
    
    (90,668
    )Depreciation and amortization
    
    
    20,876
    
    
    
    18,755
    
    
    
    16,123Net loss on sale and impairment of long-lived assets
    
    
    922
    
    
    
    724
    
    
    
    92Share-based compensation
    
    
    4,710
    
    
    
    4,560
    
    
    
    7,030Excess tax benefit from share-based compensation
    
    
    (1,351
    )
    
    
    (3,322
    )
    
    
    (1,070
    )Deferred income taxes
    
    
    14,729
    
    
    
    8,063
    
    
    
    5,918Increase (decrease) in cash and cash equivalents, net of effects of
acquisitions and dispositions, due to changes in:Accounts receivable, net
    
    
    3,792
    
    
    
    (2,300
    )
    
    
    (1,939
    )Supplies inventory
    
    
    (83
    )
    
    
    47
    
    
    
    (391
    )Prepaid and other current assets
    
    
    2,344
    
    
    
    (2,958
    )
    
    
    (383
    )Accounts payable
    
    
    (1,904
    )
    
    
    962
    
    
    
    1,382Accrued expenses and other liabilities
    
    
    (487
    )
    
    
    8,128
    
    
    
    4,040Other, net
    
    
    552
    
    
    
    2,929
    
    
    
    4,618Net cash flows provided by operating activities
    
    
    90,927
    
    
    
    79,371
    
    
    
    72,021Cash flows from investing activities:Acquisition of interest in surgery centers
    
    
    (118,671
    )
    
    
    (162,777
    )
    
    
    (57,029
    )Acquisition of property and equipment
    
    
    (18,379
    )
    
    
    (24,640
    )
    
    
    (18,468
    )Proceeds from sale of interests in surgery centers
    
    
    3,812
    
    
    
    5,433
    
    
    
    1,076Net repayment of long-term receivables
    
    
    1,458
    
    
    
    2,616
    
    
    
    2,627Net cash flows used in investing activities
    
    
    (131,780
    )
    
    
    (179,368
    )
    
    
    (71,794
    )Cash flows from financing activities:Proceeds from long-term borrowings
    
    
    157,787
    
    
    
    178,316
    
    
    
    98,855Repayment on long-term borrowings
    
    
    (114,788
    )
    
    
    (89,712
    )
    
    
    (103,370
    )Net proceeds from issuance of common stock
    
    
    9,970
    
    
    
    17,661
    
    
    
    3,048Purchase of common stock
    
    
    (12,413
    )
    
    
    
    
    
    
    Proceeds from capital contributions by minority partners
    
    
    582
    
    
    
    480
    
    
    
    177Excess tax benefit from share-based compensation
    
    
    1,351
    
    
    
    3,322
    
    
    
    1,070Financing cost incurred
    
    
    (41
    )
    
    
    (200
    )
    
    
    (420
    )Net cash flows provided by (used in) financing activities
    
    
    42,448
    
    
    
    109,867
    
    
    
    (640
    )Net increase (decrease) in cash and cash equivalents
    
    
    1,595
    
    
    
    9,870
    
    
    
    (413
    )Cash and cash equivalents, beginning of year
    
    
    29,953
    
    
    
    20,083
    
    
    
    20,496Cash and cash equivalents, end of year
    
    $
    31,548
    
    
    $
    29,953
    
    
    $
    20,083
  36




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##### Table of Contents



Item 8.
Financial Statements and Supplementary Data  (continued)
 AmSurg Corp.
Notes to the Consolidated Financial Statements
 1. Summary of Significant Accounting Policies
 a. Principles of Consolidation
     b. Cash and Cash Equivalents
  c. Supplies Inventory
  d. Prepaid and Other Current Assets
  e. Property and Equipment, net
  37




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data  (continued)
 AmSurg Corp.
Notes to the Consolidated Financial Statements  (continued)
  f. Intangible Assets
 Goodwill
 Goodwill and Other Intangible Assets,
 Other Intangible Assets
  g. Other Long-Term Liabilities
  h. Revenue Recognition
   i. Operating Expenses
  j. Income Taxes
  38




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data  (continued)
 AmSurg Corp.
Notes to the Consolidated Financial Statements  (continued)
 Accounting for Uncertainty in Income Taxes  an interpretation of SFAS No. 109, Accounting for Income Taxes.
  k. Earnings Per Share
  l. Fair Value of Financial Instruments
  m. Share-Based Compensation
 Share-Based Payment (Revised 2004). Accounting for
Stock Issued to Employees,
 Accounting for Stock-Based Compensation, Transition Election
to Accounting for Tax Effects of Share-Based Payment Awards.
   39




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data  (continued)
 AmSurg Corp.
Notes to the Consolidated Financial Statements  (continued)
  n. Use of Estimates
   o. Recent Accounting Pronouncements
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities.
 Noncontrolling Interests in Consolidated Financial
Statements, an Amendment of Accounting Research Bulletin No. 51.
 Business Combinations, Business Combinations.
 40




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data  (continued)
 AmSurg Corp.
Notes to the Consolidated Financial Statements  (continued)
  Disclosures about Derivative Instruments and Hedging
Activities
 p. Reclassifications and Restatements
  2. Acquisitions and Dispositions
 a. Acquisitions
   b. Pro Forma Information
  2008
    
    2007Revenues
    
    $
    661,116
    
    
    $
    634,995Net earnings from continuing operations
    
    
    53,707
    
    
    
    49,015Net earnings
    
    
    51,241
    
    
    
    51,424Net earnings from continuing operations per common share:Basic
    
    $
    1.70
    
    
    $
    1.60Diluted
    
    $
    1.68
    
    
    $
    1.58Net earnings per common share:Basic
    
    $
    1.63
    
    
    $
    1.68Diluted
    
    $
    1.60
    
    
    $
    1.65Weighted average number of shares and share equivalents:Basic
    
    
    31,503
    
    
    
    30,619Diluted
    
    
    31,963
    
    
    
    31,102
 c. Dispositions
  41




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data  (continued)
 AmSurg Corp.
Notes to the Consolidated Financial Statements  (continued)
   2008
    
    2007
    
    2006Revenues
    
    $
    5,562
    
    
    $
    19,134
    
    
    $
    26,167(Loss) earnings before income taxes
    
    
    (13
    )
    
    
    3,418
    
    
    
    4,453Net (loss) earnings
    
    
    (8
    )
    
    
    2,079
    
    
    
    2,723
 3. Property and Equipment
  2008
    
    2007Land and improvements
    
    $
    164
    
    
    $
    164Building and improvements
    
    
    88,875
    
    
    
    83,745Movable equipment, software and software development costs
    
    
    131,085
    
    
    
    115,944Construction in progress
    
    
    4,913
    
    
    
    3,431225,037
    
    
    
    203,284Less accumulated depreciation
    
    
    113,153
    
    
    
    98,410Property and equipment, net
    
    $
    111,884
    
    
    $
    104,874
  4. Intangible Assets
  2008
    
    2007Gross
    
    
    
    
    
    
    
    
    
    GrossCarrying
    
    Accumulated
    
    
    
    
    
    Carrying
    
    AccumulatedAmount
    
    Amortization
    
    Net
    
    Amount
    
    Amortization
    
    NetDeferred financing cost
    
    $
    2,744
    
    
    
    ($2,018
    )
    
    $
    726
    
    
    $
    2,703
    
    
    
    ($1,738
    )
    
    $
    965Customer and non-compete
agreements
    
    
    3,180
    
    
    
    (1,418
    )
    
    
    1,762
    
    
    
    3,180
    
    
    
    (1,218
    )
    
    
    1,962Total amortizable
intangible assets
    
    $
    5,924
    
    
    
    ($3,436
    )
    
    $
    2,488
    
    
    $
    5,883
    
    
    
    ($2,956
    )
    
    $
    2,927
  42




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data  (continued)
 AmSurg Corp.
Notes to the Consolidated Financial Statements  (continued)
  2008
    
    
    2007Balance, beginning of year
    
    $
    546,915
    
    
    $
    397,147Goodwill acquired during year
    
    
    117,003
    
    
    
    153,399Goodwill disposed of during year
    
    
    (2,225
    )
    
    
    (3,631
    )Balance, end of year
    
    $
    661,693
    
    
    $
    546,915
  5. Long-term Debt
  2008
    
    
    2007$300,000,000 credit agreement at prime, or LIBOR plus 0.50% to 1.50%, or a
combination thereof (average rate of 2.64% at December 31, 2008), due July
2011
    
    $
    249,000
    
    
    $
    201,000Other debt at an average rate of 5.9%, due through 2024
    
    
    17,445
    
    
    
    17,786Capitalized lease arrangements at an average rate of 7.4%, due through 2013
(see note 7)
    
    
    6,191
    
    
    
    3,817272,636
    
    
    
    222,603Less current portion
    
    
    6,801
    
    
    
    5,781Long-term debt
    
    $
    265,835
    
    
    $
    216,822
    Accounting for Derivative
Investments and Hedging Activities,
 43




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data  (continued)
 AmSurg Corp.
Notes to the Consolidated Financial Statements  (continued)
 6. Fair Value Measurements
 Fair Value Measurements. Fair Value Measurements
  Fair Value Measurements atReporting Date Using:Quoted Prices inDecember 31,
    
    Active Markets for
    
    Significant Other
    
    Significant2008
    
    Identical Assets
    
    Observable Inputs
    
    Unobservable InputsAssets:Supplemental executive
retirement savings plan
investments
    
    $
    3,005
    
    
    $
    
    
    
    $
    3,005
    
    
    $
    Liabilities:Supplemental executive
retirement savings plan
obligations
    
    $
    2,916
    
    
    $
    
    
    
    $
    2,916
    
    
    $
    Interest rate swap agreement
    
    
    4,689
    
    
    
    
    
    
    
    4,689
    
    
    
    Total liabilities
    
    $
    7,605
    
    
    $
    
    
    
    $
    7,605
    
    
    $
    
  7. Leases
  Year Ended
    
    Capitalized
    
    
    OperatingDecember 31,
    
    Equipment Leases
    
    
    Leases2009
    
    $
    2,825
    
    
    $
    32,1342010
    
    
    1,937
    
    
    
    31,5292011
    
    
    1,435
    
    
    
    30,9602012
    
    
    581
    
    
    
    30,4542013
    
    
    98
    
    
    
    29,675Thereafter
    
    
    2
    
    
    
    245,822Total minimum rentals
    
    
    6,878
    
    
    $
    400,574Less amounts representing interest at rates ranging from 2.5% to 10.1%
    
    
    687Capital lease obligations
    
    $
    6,191
  44




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data  (continued)
 AmSurg Corp.
Notes to the Consolidated Financial Statements  (continued)
 8. Shareholders Equity
 a. Common Stock
  b. Shareholder Rights Plan
  45




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data  (continued)
 AmSurg Corp.
Notes to the Consolidated Financial Statements  (continued)
 c. Earnings per Share
  Earnings
    
    Shares
    
    Per Share(Numerator)
    
    (Denominator)
    
    AmountFor the year ended December 31, 2008:Net earnings from continuing operations per share (basic):
    
    $
    49,512
    
    
    
    31,503
    
    
    $
    1.57Effect of dilutive securities options
    
    
    
    
    
    
    460Net earnings from continuing operations (diluted)
    
    $
    49,512
    
    
    
    31,963
    
    
    $
    1.55Net earnings per common share (basic):
    
    $
    47,046
    
    
    
    31,503
    
    
    $
    1.49Effect of dilutive securities options
    
    
    
    
    
    
    460Net earnings per common share (diluted)
    
    $
    47,046
    
    
    
    31,963
    
    
    $
    1.47For the year ended December 31, 2007:Net earnings from continuing operations per share (basic):
    
    $
    41,766
    
    
    
    30,619
    
    
    $
    1.36Effect of dilutive securities options
    
    
    
    
    
    
    483Net earnings from continuing operations (diluted)
    
    $
    41,766
    
    
    
    31,102
    
    
    $
    1.34Net earnings per common share (basic):
    
    $
    44,175
    
    
    
    30,619
    
    
    $
    1.44Effect of dilutive securities options
    
    
    
    
    
    
    483Net earnings per common share (diluted)
    
    $
    44,175
    
    
    
    31,102
    
    
    $
    1.42For the year ended December 31, 2006:Net earnings from continuing operations per share (basic):
    
    $
    35,479
    
    
    
    29,822
    
    
    $
    1.19Effect of dilutive securities options
    
    
    
    
    
    
    576Net earnings from continuing operations (diluted)
    
    $
    35,479
    
    
    
    30,398
    
    
    $
    1.17Net earnings per common share (basic):
    
    $
    37,739
    
    
    
    29,822
    
    
    $
    1.27Effect of dilutive securities options
    
    
    
    
    
    
    576Net earnings per common share (diluted)
    
    $
    37,739
    
    
    
    30,398
    
    
    $
    1.24
 d. Stock Incentive Plans
    46




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##### Table of Contents



Item 8.
Financial Statements and Supplementary Data  (continued)
 AmSurg Corp.
Notes to the Consolidated Financial Statements  (continued)
   WeightedNumber
    
    Averageof
    
    ExerciseShares
    
    PriceNon-vested shares at January 1, 2007
    
    
    3,262
    
    
    $
    26.19Shares granted
    
    
    199,795
    
    
    
    23.11Shares vested
    
    
    (3,626
    )
    
    
    25.27Shares forfeited
    
    
    (5,432
    )
    
    
    22.84Non-vested shares at December 31, 2007
    
    
    193,999
    
    
    
    23.13Shares granted
    
    
    147,724
    
    
    
    24.79Shares vested
    
    
    (4,210
    )
    
    
    24.94Shares forfeited
    
    
    (9,762
    )
    
    
    24.01Non-vested shares at December 31, 2008
    
    
    327,751
    
    
    $
    23.83
   WeightedWeighted
    
    AverageNumber
    
    Average
    
    Remainingof
    
    Exercise
    
    ContractualShares
    
    Price
    
    Term (in years)Outstanding at December 31, 2005
    
    
    3,838,181
    
    
    $
    19.82
    
    
    
    7.4Options granted
    
    
    1,171,532
    
    
    
    21.50Options exercised with total intrinsic value of $2,926,000
    
    
    (241,883
    )
    
    
    12.64Options terminated
    
    
    (178,298
    )
    
    
    24.09Outstanding at December 31, 2006
    
    
    4,589,532
    
    
    
    20.46
    
    
    
    7.1Options granted
    
    
    385,293
    
    
    
    22.84Options exercised with total intrinsic value of $7,639,000
    
    
    (1,074,334
    )
    
    
    16.44Options terminated
    
    
    (226,017
    )
    
    
    23.22Outstanding at December 31, 2007
    
    
    3,674,474
    
    
    
    21.72
    
    
    
    6.7Options granted
    
    
    203,911
    
    
    
    24.75Options exercised with total intrinsic value of $3,947,000
    
    
    (518,702
    )
    
    
    19.25Options terminated
    
    
    (83,880
    )
    
    
    24.26Outstanding at December 31, 2008 with aggregate intrinsic
value of $6,343,000
    
    
    3,275,803
    
    
    $
    22.23
    
    
    
    6.1Vest or expected to vest at December 31, 2008 with total
intrinsic value of $6,260,870
    
    
    3,177,529
    
    
    $
    22.21
    
    
    
    6.1Exercisable at December 31, 2008 with total intrinsic value
of $5,449,000
    
    
    2,206,067
    
    
    $
    21.77
    
    
    
    5.2
 47




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data  (continued)
 AmSurg Corp.
Notes to the Consolidated Financial Statements  (continued)
   2008
    
    2007
    
    2006Applied assumptions:Weighted average fair value of options at the date of grant
    
    $
    8.20
    
    
    $
    8.62
    
    
    $
    7.61Dividends
    
    
    
    
    
    
    
    
    
    
    Expected term/life of options in years
    
    
    5.1
    
    
    
    4.9
    
    
    
    4Forfeiture rate for options
    
    
    
    
    
    
    0.1
    %
    
    
    11.4
    %Forfeiture rate for restricted stock
    
    
    3.0
    %
    
    
    3.0
    %
    
    
    Average risk-free interest rate
    
    
    2.7
    %
    
    
    4.7
    %
    
    
    4.6
    %Volatility rate
    
    
    31.9
    %
    
    
    34.2
    %
    
    
    37.6
    %
 9. Income Taxes
  2008
    
    2007Balance at beginning of year
    
    $
    5,569
    
    
    $
    4,868Additions for tax positions of current year
    
    
    621
    
    
    
    701Balance at end of year
    
    $
    6,190
    
    
    $
    5,569
     48




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data  (continued)
 AmSurg Corp.
Notes to the Consolidated Financial Statements  (continued)
  2008
    
    2007
    
    2006Income from continuing operations
    
    $
    32,463
    
    
    $
    26,584
    
    
    $
    22,521Discontinued operations
    
    
    (933
    )
    
    
    1,553
    
    
    
    2,102Shareholders equity
    
    
    (1,305
    )
    
    
    (3,945
    )
    
    
    (1,359
    )Total
    
    $
    30,225
    
    
    $
    24,192
    
    
    $
    23,264
  2008
    
    2007
    
    2006Current:Federal
    
    $
    20,042
    
    
    $
    14,648
    
    
    $
    14,840State
    
    
    4,038
    
    
    
    2,892
    
    
    
    3,015Deferred
    
    
    8,383
    
    
    
    9,044
    
    
    
    4,666Income tax expense
    
    $
    32,463
    
    
    $
    26,584
    
    
    $
    22,521
  2008
    
    2007
    
    2006Statutory federal income tax
    
    $
    28,691
    
    
    $
    23,922
    
    
    $
    20,300State income taxes, net of federal income tax benefit
    
    
    2,440
    
    
    
    2,674
    
    
    
    2,466Increase (decrease) in valuation allowances
    
    
    1,153
    
    
    
    (326
    )
    
    
    61Interest related to unrecognized tax benefits under FIN No. 48
    
    
    57
    
    
    
    224
    
    
    
    Other
    
    
    122
    
    
    
    90
    
    
    
    (306
    )Income tax expense
    
    $
    32,463
    
    
    $
    26,584
    
    
    $
    22,521
 49




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data  (continued)
 AmSurg Corp.
Notes to the Consolidated Financial Statements  (continued)
  2008
    
    2007Deferred tax assets:Allowance for uncollectible accounts
    
    $
    1,348
    
    
    $
    1,094Accrued assets and other
    
    
    1,280
    
    
    
    748State net operating loss
    
    
    
    
    
    
    146Valuation allowances
    
    
    (676
    )
    
    
    (170
    )Total current deferred tax assets
    
    
    1,952
    
    
    
    1,818Share-based compensation
    
    
    5,490
    
    
    
    4,195Benefit of interest under FIN No. 48
    
    
    655
    
    
    
    615Accrued liabilities and other
    
    
    4,505
    
    
    
    1,997Property equipment, principally due to difference in depreciation
    
    
    
    
    
    
    652Operating and capital loss carryforwards
    
    
    3,553
    
    
    
    838Valuation allowances
    
    
    (2,547
    )
    
    
    (668
    )Total non-current deferred tax assets
    
    
    11,656
    
    
    
    7,629Total deferred tax assets
    
    
    13,608
    
    
    
    9,447Deferred tax liabilities:Prepaid expenses
    
    
    574
    
    
    
    464Accrued liabilities and other
    
    
    405
    
    
    
    Property and equipment, principally due to differences in depreciation
    
    
    724
    
    
    
    Goodwill, principally due to differences in amortization
    
    
    65,285
    
    
    
    49,619Total deferred tax liabilities
    
    
    66,988
    
    
    
    50,083Net deferred tax liabilities
    
    $
    53,380
    
    
    $
    40,636
  2008
    
    2007Current deferred income tax assets
    
    $
    1,378
    
    
    $
    1,354Non-current deferred income tax liabilities
    
    
    54,758
    
    
    
    41,990Net deferred tax liabilities
    
    $
    53,380
    
    
    $
    40,636
  10. Related Party Transactions
     50




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data  (continued)
 AmSurg Corp.
Notes to the Consolidated Financial Statements  (continued)
  11. Employee Benefit Programs
   12. Commitments and Contingencies
    13. Supplemental Cash Flow Information
  2008
    
    2007
    
    2006Cash paid during the year for:Interest
    
    $
    10,188
    
    
    $
    9,961
    
    
    $
    8,371Income taxes, net of refunds
    
    
    19,297
    
    
    
    14,906
    
    
    
    17,462Non-cash investing and financing activities:Capital lease obligations incurred to acquire equipment
    
    
    970
    
    
    
    746
    
    
    
    800Notes received for sale of a partnership interest
    
    
    885
    
    
    
    
    
    
    
    108Effect of acquisitions:Assets acquired, net of cash
    
    
    134,512
    
    
    
    178,882
    
    
    
    62,723Liabilities assumed
    
    
    (14,861
    )
    
    
    (16,105
    )
    
    
    (5,694
    )Notes payable and other obligations
    
    
    (980
    )
    
    
    
    
    
    
    Payment for assets acquired
    
    $
    118,671
    
    
    $
    162,777
    
    
    $
    57,029
 14. Subsequent Events
  51




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data  (continued)
 Quarterly Statement of Earnings Data (Unaudited)
  2007
    
    2008Q1
    
    Q2
    
    Q3
    
    Q4
    
    Q1
    
    Q2
    
    Q3
    
    Q4(In thousands, except per share data)Revenues
    
    $
    122,192
    
    
    $
    126,836
    
    
    $
    127,801
    
    
    $
    141,482
    
    
    $
    145,729
    
    
    $
    150,896
    
    
    $
    150,884
    
    
    $
    153,146Earnings from
continuing
operations before
income taxes
    
    
    15,922
    
    
    
    16,668
    
    
    
    16,949
    
    
    
    18,811
    
    
    
    19,391
    
    
    
    20,705
    
    
    
    20,423
    
    
    
    21,456Net earnings from
continuing
operations
    
    
    9,591
    
    
    
    10,436
    
    
    
    10,372
    
    
    
    11,367
    
    
    
    11,619
    
    
    
    12,448
    
    
    
    12,583
    
    
    
    12,862Net (loss) earnings
from discontinued
operations
    
    
    686
    
    
    
    756
    
    
    
    (382
    )
    
    
    1,349
    
    
    
    87
    
    
    
    (1,204
    )
    
    
    (199
    )
    
    
    (1,150
    )Net earnings
    
    
    10,277
    
    
    
    11,192
    
    
    
    9,990
    
    
    
    12,716
    
    
    
    11,706
    
    
    
    11,244
    
    
    
    12,384
    
    
    
    11,712Diluted net
earnings from
continuing
operations per
common share
    
    $
    0.31
    
    
    $
    0.34
    
    
    $
    0.33
    
    
    $
    0.36
    
    
    $
    0.37
    
    
    $
    0.39
    
    
    $
    0.39
    
    
    $
    0.40Diluted net
earnings per common
share
    
    $
    0.34
    
    
    $
    0.36
    
    
    $
    0.32
    
    
    $
    0.40
    
    
    $
    0.37
    
    
    $
    0.35
    
    
    $
    0.38
    
    
    $
    0.37
 52




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##### Table of Contents



Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A.
Controls and Procedures
 Managements Report on Internal Control Over Financial Reporting
    Internal Control  Integrated Framework
  /s/ Christopher A. HoldenChristopher A. HoldenPresident and Chief Executive Officer/s/ Claire M. GulmiClaire M. GulmiExecutive Vice President and Chief Financial Officer 53




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##### Table of Contents



Item 9A. Controls and Procedures  (continued)
 Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated
Framework
    Internal Control
 Integrated Framework
 Accounting for Uncertainty in Income Taxes  an Interpretation of SFAS No. 109
  
 54




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##### Table of Contents



Item 9A. Controls and Procedures  (continued)
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  
 Item 9B. Other Information
  
 Part III
 
 Item 10.
Directors, Executive Officers and Corporate Governance
     
 Item 11.
Executive Compensation
  
 Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
 Item 13.
Certain Relationships and Related Transactions, and Director Independence
   55




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##### Table of Contents



Item 14.
Principal Accounting Fees and Services
  
 Part IV
 
 Item 15.
Exhibits and Financial Statement Schedules
  (1)
    
    Financial Statements:See Item 8 herein.(2)
    
    Financial Statement Schedules:
 Report of Registered Public Accounting Firm
    
    S-1Schedule II  Valuation and Qualifying Accounts
    
    S-2(All other schedules are omitted because they are not applicable or
not required, or because the required information is included in the
consolidated financial statements or notes thereto.)
 (3)
    
    Exhibits:See the exhibit listing set forth below.
 56




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##### Table of Contents



(3) Exhibits
 Exhibit
    
    
    
    Description3.1
    
    
    
    Second Amended and Restated Charter of AmSurg, as amended
(incorporated by reference to Exhibit 4.2 to the Quarterly
Report on Form 10-Q for the quarter ended June 30, 2004)3.2
    
    
    
    Second Amended and Restated Bylaws of AmSurg, as amended
(incorporated by reference to Exhibit 4.3 to the Quarterly
Report on Form 10-Q for the quarter ended June 30, 2004)4.1
    
    
    
    Specimen common stock certificate (incorporated by
reference to Exhibit 4.1 to the Registration Statement on
Form 10/A-4 (filed with the Commission on July 13, 2001))4.2
    
    
    
    Second Amended and Restated Rights Agreement, dated as of
July 12, 2001, between AmSurg and SunTrust Bank, Atlanta,
including the Form of Rights Certificate (Exhibit A) and
the Form of Summary of Rights (Exhibit B) (incorporated by
reference to Exhibit 1 to Amendment No. 2 to the
Registration Statement on Form 8-A/A (filed with the
Commission on July 13, 2001))4.3
    
    
    
    First Amendment to Second Amended and Restated Rights
Agreement, dated as of April 16, 2003, by and between
AmSurg and SunTrust Bank, Atlanta (incorporated by
reference to Exhibit 4 of the Quarterly Report on Form
10-Q for the quarter ended June 30, 2003)10.1
    
    *
    
    Form of Indemnification Agreement with directors,
executive officers and advisors (incorporated by reference
to Exhibit 10.3 to the Registration Statement on Form 10
(filed with the Commission on March 11, 1997))10.2
    
    
    
    Third Amended and Restated Revolving Credit Agreement,
dated as of July 28, 2006, among AmSurg, SunTrust Bank, as
Administrative Agent, and various banks and other
financial institutions (incorporated by reference to
Exhibit 99.1 of the Current Report on Form 8-K, dated
August 1, 2006)10.3
    
    
    
    First Amendment to Third Amended and Restated Revolving
Credit Agreement, dated as of October 29, 2007, by and
among AmSurg Corp., the several banks and other financial
institutions from time to time party thereto (the
Lenders), and SunTrust Bank, in its capacity as
Administrative Agent for the Lenders (incorporated by
reference to Exhibit 10.1 of the Current Report on Form
8-K, dated November 2, 2007)10.4
    
    *
    
    Amended and Restated 1997 Stock Incentive Plan
(incorporated by reference to Exhibit 4.1 to the Quarterly
Report on Form 10-Q for the quarter ended June 30, 2004)10.5
    
    *
    
    First Amendment to Amended and Restated 1997 Stock
Incentive Plan (incorporated by reference to Exhibit 99.2
to the Current Report on Form 8-K, dated November 21,
2006)10.6
    
    *
    
    Form of Non-Qualified Stock Option Agreement  1997
Incentive Plan (incorporated by reference to Exhibit 99.1
to the Current Report on Form 8-K, dated February 2, 2005)10.7
    
    *
    
    Form of Restricted Stock Agreement for Non-Employee
Directors  1997 Incentive Plan (incorporated by
reference to Exhibit 10.1 to the Current Report on Form
8-K, dated May 24, 2005)10.8
    
    *
    
    Medical Director Agreement dated as of January 1, 1998,
between AmSurg and Bergein F. Overholt, M.D. (incorporated
by reference to Exhibit 10 of the Quarterly Report on Form
10-Q for the quarter ended
September 30, 1998)10.9
    
    
    
    Lease Agreement dated February 24, 1999 between Burton
Hills III, LLC and AmSurg (incorporated by reference to
Exhibit 10.1 of the Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999)10.10
    
    
    
    First Amendment to Lease Agreement dated June 27, 2001 by
and between Burton Hills III, LLC and AmSurg (incorporated
by reference to Exhibit 10 of the Quarterly Report on Form
10-Q for the quarter ended
September 30, 2002)10.11
    
    
    
    Second Amendment to Lease Agreement dated January 31, 2003
by and between Burton Hills III Partnership and AmSurg
(incorporated by reference to Exhibit 10.14 to the Annual
Report on Form 10-K for the year ended December 31, 2003)10.12
    
    
    
    Third Amendment to Lease Agreement dated September 1, 2003
by and between Burton Hills III Partnership and AmSurg
(incorporated by reference to Exhibit 10.15 to the Annual
Report on Form 10-K for the year ended December 31, 2003)
 57




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##### Table of Contents



(3) Exhibits
 (continued)
 Exhibit
    
    
    
    Description10.13
    
    
    
    Fourth Amendment to Lease Agreement dated October 31, 2003 by and
between Burton Hills III Partnership and AmSurg (incorporated by
reference to Exhibit 10.16 to the Annual Report on Form 10-K for
the year ended December 31, 2003)10.14
    
    *
    
    Amended and Restated Supplemental
Executive Retirement Savings Plan, as amended (Restated for SEC
electronic filing purposes only)10.15
    
    *
    
    AmSurg Corp. 2006 Stock Incentive Plan, as amended (incorporated
by reference to Exhibit 10.1 to the Registration Statement on Form
S-8 (Registration No. 333-151262), dated May 29, 2008)10.16
    
    *
    
    Form of Restricted Share Award Agreement for Non-Employee
Directors  2006 Incentive Plan (incorporated by reference to
Exhibit 99.3 to the Current Report on Form 8-K, dated February 21,
2007)10.17
    
    *
    
    Form of Non-Qualified Stock Option Agreement for Executive
Officers  2006 Incentive Plan (incorporated by reference to
Exhibit 99.1 to the Current Report on Form 8-K, dated February 21,
2007)10.18
    
    *
    
    Form of Restricted Share Award for Employees  2006 Incentive
Plan (incorporated by reference to Exhibit 99.2 to the Current
Report on Form 8-K, dated February 21, 2007)10.19
    
    *
    
    Restricted Share Award Agreement, dated February 21, 2008, between
the Company and Ken P. McDonald (incorporated by reference to
Exhibit 10.20 to the Annual Report on Form 10-K for the year ended
December 31, 2007)10.20
    
    *
    
    Non-Qualified Stock Option Agreement, dated February 21, 2008,
between the Company and Ken P. McDonald (incorporated by reference
to Exhibit 10.21 to the Annual Report on Form 10-K for the year
ended December 31, 2007)10.21
    
    *
    
    AmSurg Corp. Long-Term Care Plan (incorporated by reference to
Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter
ended June 30, 2005)10.22
    
    *
    
    Amended and Restated Employment Agreement, dated January 30, 2009,
between AmSurg and Christopher A. Holden (incorporated by
reference to Exhibit 99.1 to the Current Report on Form 8-K, dated
February 5, 2009)10.23
    
    *
    
    Second Amended and Restated Employment Agreement, dated January
30, 2009, between AmSurg and Claire M. Gulmi (incorporated by
reference to Exhibit 99.2 to the Current Report on Form 8-K, dated
February 5, 2009)10.24
    
    *
    
    Second Amended and Restated Employment Agreement, dated January
30, 2009, between AmSurg and David L. Manning (incorporated by
reference to Exhibit 99.3 to the Current Report on Form 8-K, dated
February 5, 2009)10.25
    
    *
    
    Amended and Restated Employment Agreement, dated February 7, 2008,
between AmSurg and Royce D. Harrell (incorporated by reference to
Exhibit 99.5 to the Current Report on Form 8-K, dated February 13,
2008)10.26
    
    *
    
    Second Amended and Restated Employment Agreement, dated January
30, 2009, between AmSurg and Billie A. Payne (incorporated by
reference to Exhibit 99.4 to the Current Report on Form 8-K, dated
February 5, 2009)10.27
    
    *
    
    Employment Agreement, dated January 30, 2009, between AmSurg and
Kevin D. Eastridge (incorporated by reference to Exhibit 99.5 to
the Current Report on Form 8-K, dated February 5, 2009)10.28
    
    
    
    Schedule of Non-employee Director Compensation21.1
    
    
    
    Subsidiaries of AmSurg23.1
    
    
    
    Consent of Independent Auditors24.1
    
    
    
    Power of Attorney (appears on page 59)31.1
    
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)31.2
    
    
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)32.1
    
    
    
    Section 1350 Certifications
 
 *
    
    Management contract or compensatory plan, contract or arrangement 58




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##### Table of Contents



Signatures
  AMSURG CORP.February 26, 2009
    By:
    /s/  Christopher A. HoldenChristopher A. Holden(President and Chief Executive Officer)   Signature
    
    Title
    
    Date/s/ Christopher A. Holden

Christopher A. Holden
    
    President, Chief
Executive Officer and
Director (Principal
Executive Officer)
    
    February 26, 2009/s/ Claire M. Gulmi

Claire M. Gulmi
    
    Executive Vice
President, Chief
Financial Officer,
Secretary and
Director (Principal
Financial and
Accounting Officer)
    
    February 26, 2009/s/ Thomas G. Cigarran

Thomas G. Cigarran
    
    Chairman of the Board
    
    February 26, 2009/s/ James A. Deal

James A. Deal
    
    Director
    
    February 26, 2009/s/ Steven I. Geringer

Steven I. Geringer
    
    Director
    
    February 26, 2009/s/ Debora A. Guthrie

Debora A. Guthrie
    
    Director
    
    February 26, 2009/s/ Henry D. Herr

Henry D. Herr
    
    Director
    
    February 26, 2009/s/ Kevin P. Lavender

Kevin P. Lavender
    
    Director
    
    February 26, 2009/s/ Ken P. McDonald

Ken P. McDonald
    
    Director
    
    February 26, 2009/s/ Bergein F. Overholt, M.D.

Bergein F. Overholt, M.D.
    
    Director
    
    February 26, 2009
 59




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##### Table of Contents



Exhibit
Index
 Exhibit
    
    
    
    Description3.1
    
    
    
    Second Amended and Restated Charter of AmSurg, as amended
(incorporated by reference to Exhibit 4.2 to the Quarterly
Report on Form 10-Q for the quarter ended June 30, 2004)3.2
    
    
    
    Second Amended and Restated Bylaws of AmSurg, as amended
(incorporated by reference to Exhibit 4.3 to the Quarterly
Report on Form 10-Q for the quarter ended June 30, 2004)4.1
    
    
    
    Specimen common stock certificate (incorporated by
reference to Exhibit 4.1 to the Registration Statement on
Form 10/A-4 (filed with the Commission on July 13, 2001))4.2
    
    
    
    Second Amended and Restated Rights Agreement, dated as of
July 12, 2001, between AmSurg and SunTrust Bank, Atlanta,
including the Form of Rights Certificate (Exhibit A) and
the Form of Summary of Rights (Exhibit B) (incorporated by
reference to Exhibit 1 to Amendment No. 2 to the
Registration Statement on Form 8-A/A (filed with the
Commission on July 13, 2001))4.3
    
    
    
    First Amendment to Second Amended and Restated Rights
Agreement, dated as of April 16, 2003, by and between
AmSurg and SunTrust Bank, Atlanta (incorporated by
reference to Exhibit 4 of the Quarterly Report on Form
10-Q for the quarter ended June 30, 2003)10.1
    
    *
    
    Form of Indemnification Agreement with directors,
executive officers and advisors (incorporated by reference
to Exhibit 10.3 to the Registration Statement on Form 10
(filed with the Commission on March 11, 1997))10.2
    
    
    
    Third Amended and Restated Revolving Credit Agreement,
dated as of July 28, 2006, among AmSurg, SunTrust Bank, as
Administrative Agent, and various banks and other
financial institutions (incorporated by reference to
Exhibit 99.1 of the Current Report on Form 8-K, dated
August 1, 2006)10.3
    
    
    
    First Amendment to Third Amended and Restated Revolving
Credit Agreement, dated as of October 29, 2007, by and
among AmSurg Corp., the several banks and other financial
institutions from time to time party thereto (the
Lenders), and SunTrust Bank, in its capacity as
Administrative Agent for the Lenders (incorporated by
reference to Exhibit 10.1 of the Current Report on Form
8-K, dated November 2, 2007)10.4
    
    *
    
    Amended and Restated 1997 Stock Incentive Plan
(incorporated by reference to Exhibit 4.1 to the Quarterly
Report on Form 10-Q for the quarter ended June 30, 2004)10.5
    
    *
    
    First Amendment to Amended and Restated 1997 Stock
Incentive Plan (incorporated by reference to Exhibit 99.2
to the Current Report on Form 8-K, dated November 21,
2006)10.6
    
    *
    
    Form of Non-Qualified Stock Option Agreement  1997
Incentive Plan (incorporated by reference to Exhibit 99.1
to the Current Report on Form 8-K, dated February 2, 2005)10.7
    
    *
    
    Form of Restricted Stock Agreement for Non-Employee
Directors  1997 Incentive Plan (incorporated by
reference to Exhibit 10.1 to the Current Report on Form
8-K, dated May 24, 2005)10.8
    
    *
    
    Medical Director Agreement dated as of January 1, 1998,
between AmSurg and Bergein F. Overholt, M.D. (incorporated
by reference to Exhibit 10 of the Quarterly Report on Form
10-Q for the quarter ended
September 30, 1998)10.9
    
    
    
    Lease Agreement dated February 24, 1999 between Burton
Hills III, LLC and AmSurg (incorporated by reference to
Exhibit 10.1 of the Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999)10.10
    
    
    
    First Amendment to Lease Agreement dated June 27, 2001 by
and between Burton Hills III, LLC and AmSurg (incorporated
by reference to Exhibit 10 of the Quarterly Report on Form
10-Q for the quarter ended
September 30, 2002)10.11
    
    
    
    Second Amendment to Lease Agreement dated January 31, 2003
by and between Burton Hills III Partnership and AmSurg
(incorporated by reference to Exhibit 10.14 to the Annual
Report on Form 10-K for the year ended December 31, 2003)10.12
    
    
    
    Third Amendment to Lease Agreement dated September 1, 2003
by and between Burton Hills III Partnership and AmSurg
(incorporated by reference to Exhibit 10.15 to the Annual
Report on Form 10-K for the year ended December 31, 2003)




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##### Table of Contents



Exhibit
    
    
    
    Description10.13
    
    
    
    Fourth Amendment to Lease Agreement dated October 31, 2003 by and
between Burton Hills III Partnership and AmSurg (incorporated by
reference to Exhibit 10.16 to the Annual Report on Form 10-K for
the year ended December 31, 2003)10.14
    
    *
    
    Amended and Restated Supplemental
Executive Retirement Savings Plan, as amended (Restated for SEC
electronic filing purposes only)10.15
    
    *
    
    AmSurg Corp. 2006 Stock Incentive Plan, as amended (incorporated
by reference to Exhibit 10.1 to the Registration Statement on Form
S-8 (Registration No. 333-151262), dated May 29, 2008)10.16
    
    *
    
    Form of Restricted Share Award Agreement for Non-Employee
Directors  2006 Incentive Plan (incorporated by reference to
Exhibit 99.3 to the Current Report on Form 8-K, dated February 21,
2007)10.17
    
    *
    
    Form of Non-Qualified Stock Option Agreement for Executive
Officers  2006 Incentive Plan (incorporated by reference to
Exhibit 99.1 to the Current Report on Form 8-K, dated February 21,
2007)10.18
    
    *
    
    Form of Restricted Share Award for Employees  2006 Incentive
Plan (incorporated by reference to Exhibit 99.2 to the Current
Report on Form 8-K, dated February 21, 2007)10.19
    
    *
    
    Restricted Share Award Agreement, dated February 21, 2008, between
the Company and Ken P. McDonald (incorporated by reference to
Exhibit 10.20 to the Annual Report on Form 10-K for the year ended
December 31, 2007)10.20
    
    *
    
    Non-Qualified Stock Option Agreement, dated February 21, 2008,
between the Company and Ken P. McDonald (incorporated by reference
to Exhibit 10.21 to the Annual Report on Form 10-K for the year
ended December 31, 2007)10.21
    
    *
    
    AmSurg Corp. Long-Term Care Plan (incorporated by reference to
Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter
ended June 30, 2005)10.22
    
    *
    
    Amended and Restated Employment Agreement, dated January 30, 2009,
between AmSurg and Christopher A. Holden (incorporated by
reference to Exhibit 99.1 to the Current Report on Form 8-K, dated
February 5, 2009)10.23
    
    *
    
    Second Amended and Restated Employment Agreement, dated January
30, 2009, between AmSurg and Claire M. Gulmi (incorporated by
reference to Exhibit 99.2 to the Current Report on Form 8-K, dated
February 5, 2009)10.24
    
    *
    
    Second Amended and Restated Employment Agreement, dated January
30, 2009, between AmSurg and David L. Manning (incorporated by
reference to Exhibit 99.3 to the Current Report on Form 8-K, dated
February 5, 2009)10.25
    
    *
    
    Amended and Restated Employment Agreement, dated February 7, 2008,
between AmSurg and Royce D. Harrell (incorporated by reference to
Exhibit 99.5 to the Current Report on Form 8-K, dated February 13,
2008)10.26
    
    *
    
    Second Amended and Restated Employment Agreement, dated January
30, 2009, between AmSurg and Billie A. Payne (incorporated by
reference to Exhibit 99.4 to the Current Report on Form 8-K, dated
February 5, 2009)10.27
    
    *
    
    Employment Agreement, dated January 30, 2009, between AmSurg and
Kevin D. Eastridge (incorporated by reference to Exhibit 99.5 to
the Current Report on Form 8-K, dated February 5, 2009)10.28
    
    
    
    Schedule of Non-employee Director Compensation21.1
    
    
    
    Subsidiaries of AmSurg23.1
    
    
    
    Consent of Independent Auditors24.1
    
    
    
    Power of Attorney (appears on page 59)31.1
    
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)31.2
    
    
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)32.1
    
    
    
    Section 1350 Certifications
 
 *
    
    Management contract or compensatory plan, contract or arrangement




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Form 10-K.
  
 S-1




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##### Table of Contents



AmSurg Corp.
Schedule II  Valuation and Qualifying Accounts
For the Years Ended December 31, 2008, 2007 and 2006
(In thousands
 Additions
    
    DeductionsBalance at
    
    Charged to Cost and
    
    Charged to Other
    
    Charge-off Against
    
    Balance at End ofBeginning of Period
    
    Expenses
    
    Accounts (1)
    
    Allowances
    
    PeriodAllowance for uncollectible
accounts included under the
balance sheet caption Accounts
receivable:Year ended December 31, 2008
    
    $
    8,310
    
    
    $
    17,169
    
    
    $
    2,401
    
    
    $
    (16,123
    )
    
    $
    11,757Year ended December 31, 2007
    
    $
    6,628
    
    
    $
    14,286
    
    
    $
    1,885
    
    
    $
    (14,489
    )
    
    $
    8,310Year ended December 31, 2006
    
    $
    6,189
    
    
    $
    11,418
    
    
    $
    1,149
    
    
    $
    (12,128
    )
    
    $
    6,628
 
 (1)
    
    Valuation of allowance for uncollectible accounts as of the acquisition date of physician
practice-based surgery centers, net of dispositions. See Item 8 Financial Statements and
Supplementary Data  Notes to the Consolidated Financial Statements  Note 2. S-2