Financial Information for the Company and Its Subsidiaries

The 2020 Senior Unsecured Notes and 2022 Senior Unsecured Notes are senior unsecured obligations of the Company and are guaranteed by its existing and subsequently acquired or organized 100% owned domestic subsidiaries. The 2020 Senior Unsecured Notes and 2022 Senior Unsecured Notes are guaranteed on a full and unconditional and joint and several basis, with limited exceptions considered customary for such guarantees, including the release of the guarantee when a subsidiary's assets are sold. The following condensed consolidating financial statements present the Company (as parent issuer), the subsidiary guarantors, the subsidiary non-guarantors and consolidating adjustments. These condensed consolidating financial statements have been prepared and presented in accordance with Rule 3-10 of Regulation S-X “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” The operating and investing activities of the separate legal entities are fully interdependent and integrated. Accordingly, the results of the separate legal entities are not representative of what the operating results would be on a stand-alone basis.



Condensed Consolidating Balance Sheet - March 31, 2016 (In thousands)
	Parent Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Total Consolidated
Assets
Current assets:
Cash and cash equivalents	$	9,391	$	20,632	$	55,860	$	—		$	85,883
Restricted cash and marketable securities	—		995		13,440		—			14,435
Accounts receivable, net	—		240,265		112,626		—			352,891
Supplies inventory	—		—		21,584		—			21,584
Prepaid and other current assets	39,908		31,317		28,637		(23,349		)	76,513
Total current assets	49,299		293,209		232,147		(23,349		)	551,306
Property and equipment, net	12,421		17,824		161,675		—			191,920
Investments in and receivables from unconsolidated affiliates	4,901,556		1,774,642		—		(6,503,372		)	172,826
Goodwill	—		1,954,467		—		2,013,435			3,967,902
Intangible assets, net	13,142		1,565,068		2,127		—			1,580,337
Other assets	4,532		1,583		15,538		(1,998		)	19,655
Total assets	$	4,980,950	$	5,606,793	$	411,487	$	(4,515,284	)	$	6,483,946
Liabilities and Equity
Current liabilities:
Current portion of long-term debt	$	8,700	$	19	$	11,512	$	—		$	20,231
Accounts payable	2,196		2,080		26,223		(4,087		)	26,412
Accrued salaries and benefits	25,225		162,396		16,570		—			204,191
Accrued interest	17,995		—		10		—			18,005
Other accrued liabilities	8,125		67,058		45,940		(19,262		)	101,861
Total current liabilities	62,241		231,553		100,255		(23,349		)	370,700
Long-term debt	2,306,032		40		54,587		(24,375		)	2,336,284
Deferred income taxes	281,498		426,952		—		(1,998		)	706,452
Other long-term liabilities	4,658		73,729		20,620		—			99,007
Intercompany payable	—		1,228,157		—		(1,228,157		)	—
Noncontrolling interests – redeemable	—		—		61,577		113,094			174,671
Equity:
Total AmSurg Corp. equity	2,326,521		3,646,362		128,291		(3,774,653		)	2,326,521
Noncontrolling interests – non-redeemable	—		—		46,157		424,154			470,311
Total equity	2,326,521		3,646,362		174,448		(3,350,499		)	2,796,832
Total liabilities and equity	$	4,980,950	$	5,606,793	$	411,487	$	(4,515,284	)	$	6,483,946



Condensed Consolidating Balance Sheet - December 31, 2015 (In thousands)
	Parent Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Total Consolidated
Assets
Current assets:
Cash and cash equivalents	$	20,437	$	27,507	$	58,716	$	—		$	106,660
Restricted cash and marketable securities	—		—		13,506		—			13,506
Accounts receivable, net	—		223,434		113,896		—			337,330
Supplies inventory	—		—		21,406		—			21,406
Prepaid and other current assets	28,739		39,046		16,062		(8,076		)	75,771
Total current assets	49,176		289,987		223,586		(8,076		)	554,673
Property and equipment, net	12,515		14,601		162,052		—			189,168
Investments in and receivables from unconsolidated affiliates	4,901,026		1,775,272		—		(6,507,128		)	169,170
Goodwill	—		1,956,741		—		2,013,469			3,970,210
Intangible assets, net	12,780		1,579,537		2,320		—			1,594,637
Other assets	4,653		1,717		17,078		(1,998		)	21,450
Total assets	$	4,980,150	$	5,617,855	$	405,036	$	(4,503,733	)	$	6,499,308
Liabilities and Equity
Current liabilities:
Current portion of long-term debt	$	8,700	$	—	$	11,677	$	—		$	20,377
Accounts payable	2,816		3,760		29,837		(3,852		)	32,561
Accrued salaries and benefits	31,510		158,705		12,322		—			202,537
Accrued interest	30,463		—		17		—			30,480
Other accrued liabilities	13,962		76,590		32,909		(4,224		)	119,237
Total current liabilities	87,451		239,055		86,762		(8,076		)	405,192
Long-term debt	2,326,103		—		55,249		(23,396		)	2,357,956
Deferred income taxes	268,573		432,923		—		(1,998		)	699,498
Other long-term liabilities	4,560		71,509		20,114		—			96,183
Intercompany payable	—		1,228,157		—		(1,228,157		)	—
Noncontrolling interests – redeemable	—		—		63,060		112,672			175,732
Equity:
Total AmSurg Corp. equity	2,293,463		3,646,211		132,267		(3,778,478		)	2,293,463
Noncontrolling interests – non-redeemable	—		—		47,584		423,700			471,284
Total equity	2,293,463		3,646,211		179,851		(3,354,778		)	2,764,747
Total liabilities and equity	$	4,980,150	$	5,617,855	$	405,036	$	(4,503,733	)	$	6,499,308



Condensed Consolidating Statement of Operations - For the Three Months Ended March 31, 2016 (In thousands)
	Parent Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Total Consolidated
Net revenue	$	8,544		$	415,830	$	310,612	$	(10,308	)	$	724,678
Operating expenses:
Salaries and benefits	24,095			309,580		76,297		(133		)	409,839
Supply cost	—			1,007		45,969		(13		)	46,963
Other operating expenses	7,618			43,339		66,887		(10,162		)	107,682
Transaction costs	177			1,213		—		—			1,390
Depreciation and amortization	1,072			20,336		7,664		—			29,072
Total operating expenses	32,962			375,475		196,817		(10,308		)	594,946
Equity in earnings of unconsolidated affiliates	69,042			65,436		—		(127,899		)	6,579
Operating income	44,624			105,791		113,795		(127,899		)	136,311
Interest expense (income), net	(2,819		)	32,976		653		—			30,810
Earnings before income taxes	47,443			72,815		113,142		(127,899		)	105,501
Income tax expense	16,580			3,774		443		—			20,797
Net earnings	30,863			69,041		112,699		(127,899		)	84,704
Less net earnings attributable to noncontrolling interests	—			—		53,841		—			53,841
Net earnings attributable to AmSurg Corp. shareholders	30,863			69,041		58,858		(127,899		)	30,863
Preferred stock dividends	(2,264		)	—		—		—			(2,264		)
Net earnings attributable to AmSurg Corp. common shareholders	$	28,599		$	69,041	$	58,858	$	(127,899	)	$	28,599



Condensed Consolidating Statement of Operations - For the Three Months Ended March 31, 2015 (In thousands)
	Parent Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total Consolidated
Net revenue	$	7,091		$	285,579		$	286,629		$	(8,854	)	$	570,445
Operating expenses:
Salaries and benefits	17,643			211,601			73,063			(128		)	302,179
Supply cost	—			396			42,188			—			42,584
Other operating expenses	6,634			29,611			63,051			(8,726		)	90,570
Transaction costs	268			1,203			—			—			1,471
Depreciation and amortization	834			14,307			7,677			—			22,818
Total operating expenses	25,379			257,118			185,979			(8,854		)	459,622
Net loss on deconsolidations	(188		)	(188		)	(35		)	188			(223		)
Equity in earnings of unconsolidated affiliates	60,387			54,583			—			(112,319		)	2,651
Operating income	41,911			82,856			100,615			(112,131		)	113,251
Interest expense, net	11,886			17,754			607			—			30,247
Earnings before income taxes	30,025			65,102			100,008			(112,131		)	83,004
Income tax expense	8,987			4,903			359			—			14,249
Net earnings	21,038			60,199			99,649			(112,131		)	68,755
Less net earnings attributable to noncontrolling interests	—			—			47,717			—			47,717
Net earnings attributable to AmSurg Corp. shareholders	21,038			60,199			51,932			(112,131		)	21,038
Preferred stock dividends	(2,264		)	—			—			—			(2,264		)
Net earnings attributable to AmSurg Corp. common shareholders	$	18,774		$	60,199		$	51,932		$	(112,131	)	$	18,774



Condensed Consolidating Statement of Cash Flows - For the Three Months Ended March 31, 2016 (In thousands)
	Parent Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total Consolidated
Cash flows from operating activities:
Net cash flows provided by operating activities	$	18,122		$	72,860		$	122,490		$	(131,699	)	$	81,773
Cash flows from investing activities:
Acquisitions and related expenses	—			(2,990		)	—			—			(2,990		)
Acquisition of property and equipment	(1,509		)	(7,320		)	(6,862		)	—			(15,691		)
Maturities of marketable securities	—			—			2,240			—			2,240
Other	—			(878		)	(631		)	—			(1,509		)
Net cash flows used in investing activities	(1,509		)	(11,188		)	(5,253		)	—			(17,950		)
Cash flows from financing activities:
Proceeds from long-term borrowings	15,000			—			1,197			—			16,197
Repayment on long-term borrowings	(37,175		)	—			(3,157		)	—			(40,332		)
Distributions to owners, including noncontrolling interests	—			(68,547		)	(119,953		)	131,699			(56,801		)
Changes in intercompany balances with affiliates, net	(979		)	—			979			—			—
Other, net	(4,505		)	—			841			—			(3,664		)
Net cash flows used in financing activities	(27,659		)	(68,547		)	(120,093		)	131,699			(84,600		)
Net decrease in cash and cash equivalents	(11,046		)	(6,875		)	(2,856		)	—			(20,777		)
Cash and cash equivalents, beginning of period	20,437			27,507			58,716			—			106,660
Cash and cash equivalents, end of period	$	9,391		$	20,632		$	55,860		$	—		$	85,883



Condensed Consolidating Statement of Cash Flows - For the Three Months Ended March 31, 2015 (In thousands)
	Parent Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total Consolidated
Cash flows from operating activities:
Net cash flows provided by (used in) operating activities	$	(33,779	)	$	91,981		$	102,821		$	(62,196	)	$	98,827
Cash flows from investing activities:
Acquisitions and related expenses	(62,056		)	(127,047		)	—			62,525			(126,578		)
Acquisition of property and equipment	(2,678		)	(2,538		)	(9,567		)	—			(14,783		)
Other	—			(1,322		)	1,102			—			(220		)
Net cash flows used in investing activities	(64,734		)	(130,907		)	(8,465		)	62,525			(141,581		)
Cash flows from financing activities:
Proceeds from long-term borrowings	—			—			2,227			—			2,227
Repayment on long-term borrowings	(2,175		)	—			(3,038		)	—			(5,213		)
Distributions to owners, including noncontrolling interests	—			(10,241		)	(99,157		)	62,196			(47,202		)
Capital contributions	—			62,056			—			(62,056		)	—
Changes in intercompany balances with affiliates, net	(2,573		)	—			2,573			—			—
Other, net	(972		)	2,321			139			(469		)	1,019
Net cash flows provided by (used in) financing activities	(5,720		)	54,136			(97,256		)	(329		)	(49,169		)
Net increase (decrease) in cash and cash equivalents	(104,233		)	15,210			(2,900		)	—			(91,923		)
Cash and cash equivalents, beginning of period	134,351			23,471			50,257			—			208,079
Cash and cash equivalents, end of period	$	30,118		$	38,681		$	47,357		$	—		$	116,156