1091312--3/14/2006--SYMBION

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{stock, price, operating}

{acquisition, growth, future}

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If future government regulatory interpretations prohibit our centers from providing 23 hour stay services, our revenues could decrease. If we are unable to negotiate contracts or maintain satisfactory relationships with private third-party payors, our revenues and operating income will decrease. Our growth strategy depends in part on our ability to acquire and develop additional surgery centers on favorable terms. If we are unable to do so, our future growth could be limited and our operating results could be adversely affected. We may encounter numerous business risks in acquiring and developing additional surgery centers, and may have difficulty operating and integrating those surgery centers. Efforts to regulate the construction, acquisition or expansion of health care facilities could prevent us from acquiring additional surgery centers or other facilities, renovating our existing facilities or expanding the breadth of services we offer. If we fail to maintain good relationships with the physicians who use our facilities, our revenues and profitability could be adversely affected. We have a limited history operating many of our centers. If we fail to comply with legislative and regulatory rules relating to privacy and security of patient health information and standards for electronic transactions, we may experience delays in payment of claims and increased costs and be subject to substantial fines. If we fail to comply with laws and regulations relating to the operation of our facilities, we could suffer penalties or be required to make significant changes to our operations. Our facilities do not satisfy all of the requirements for any of the safe harbors under the federal anti-kickback statute. If we fail to comply with the federal anti-kickback statute, we could be subject to criminal and civil penalties, loss of licenses and exclusion from the Medicare and Medicaid programs, which may result in a substantial loss of revenues. If a federal or state agency asserts a different position or enacts new laws or regulations regarding illegal remuneration under the Medicare, Medicaid or other governmental programs, we may be subject to civil and criminal penalties, experience a significant reduction in our revenues or be excluded from participation in the Medicare, Medicaid or other governmental programs. If we fail to comply with physician self-referral laws as they are currently interpreted or may be interpreted in the future, or if other legislative restrictions are issued, we could incur a significant loss of reimbursement revenues. The Deficit Reduction Act of 2005, as well as new pending legislation, could restrict our ability to operate new hospitals and could adversely impact our reimbursement revenues. We may be subject to actions for false and other improper claims. If laws governing the corporate practice of medicine change, we may be required to restructure some of our relationships, which may result in a significant loss of revenues and divert other resources. We are liable for debts and other obligations of the partnerships and limited liability companies that own and operate some of our surgery centers. If our operations in New York are found not to be in compliance with New York law, we may be unable to continue or expand our operations in New York. If regulations change, we may be obligated to purchase some or all of the ownership interests of our physician partners or renegotiate some of our partnership and operating agreements with our physician partners and management agreements with surgery centers. If we become subject to malpractice and related legal claims, we could be required to pay significant damages, which may not be covered by insurance. Significant indebtedness could limit our ability to operate our business and pursue business opportunities. We face intense competition for physicians, strategic relationships, acquisitions and managed care contracts, which may result in a decline in our revenues, profitability and market share. A large number of our surgery centers are located in Texas and Florida, which makes us particularly sensitive to regulatory, economic and other conditions in those states. In addition, four of our surgery centers account for a significant portion of our patient service revenues. We depend on our senior management and we may be adversely affected if we lose any member of our senior management. We face risks related to compliance with corporate governance laws and financial reporting standards. If we are unable to integrate and manage our information systems effectively, our operations could be disrupted. Risks Related to Our Corporate Structure We may have a special legal responsibility to the holders of ownership interests in the entities through which we own our surgery centers, which may conflict with the interests of our stockholders and prevent us from acting solely in our own best interests or the interests of our stockholders. We are a holding company with no operations of our own. We do not have exclusive control over the distribution of cash from our operating entities and may be unable to cause all or a portion of the cash of these entities to be distributed. Our stockholder rights plan, provisions of our certificate of incorporation and bylaws and Delaware law could prevent or discourage a change in our management or a takeover you may consider favorable. Because our management and their affiliates together own a large percentage of our common stock, they will be able to exert significant influence over all matters submitted to our stockholders for approval, regardless of the preferences of our other stockholders.

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1091312--3/14/2006--SYMBION_INC/TN