1101723--2/28/2007--UNITED_SURGICAL_PARTNERS_INTERNATIONAL

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{regulation, government, change}

{investment, property, distribution}

{regulation, change, law}

{personnel, key, retain}

{cost, contract, operation}

{stock, price, operating}

{financial, litigation, operation}

{debt, indebtedness, cash}

{acquisition, growth, future}

{operation, international, foreign}

If we are unable to manage growth, we may be unable to achieve our growth strategy. We depend on our relationships with not-for-profit healthcare systems and their ability to assist in negotiating managed care contracts on behalf of the surgical facilities that we jointly own with healthcare systems. If we are not able to maintain our strategic alliances with these not-for-profit healthcare systems, or enter into new alliances, we may be unable to implement our business strategies successfully. If we and our not-for-profit healthcare system partners are unable to successfully negotiate contracts and maintain satisfactory relationships with managed care organizations or other third party payors, our revenues may decrease. We depend on our relationships with the physicians who use our facilities. Our ability to provide medical services at our facilities would be impaired and our revenues reduced if we are not able to maintain these relationships. Our surgery centers and surgical hospitals face competition for patients from other hospitals and health care providers. Our United Kingdom operations are subject to unique risks, any of which, if they actually occur, could adversely affect our results. Our significant indebtedness could limit our flexibility. Our revenues may be reduced by changes in payment methods or rates under the Medicare or Medicaid programs. Efforts to regulate the construction, acquisition or expansion of healthcare facilities could prevent us from acquiring additional surgery centers or private surgical hospitals, renovating our existing facilities or expanding the breadth of services we offer. Failure to comply with federal and state statutes and regulations relating to patient privacy and electronic data security could negatively impact our financial results. If we fail to comply with other applicable laws and regulations, we could suffer penalties or be required to make significant changes to our operations. If a federal or state agency asserts a different position or enacts new laws or regulations regarding illegal remuneration under the Medicare or Medicaid programs, we may be subject to civil and criminal penalties, experience a significant reduction in our revenues or be excluded from participation in the Medicare and Medicaid programs. If physician self-referral laws are interpreted differently or if other legislative restrictions are issued, we could incur significant sanctions and loss of reimbursement revenues. Companies within the healthcare industry continue to be the subject of federal and state investigations, which increases the risk that we may become subject to investigations in the future. If laws governing the corporate practice of medicine change, we may be required to restructure some of our domestic relationships which may result in significant costs to us and divert other resources. If domestic regulations change, we may be obligated to purchase some or all of the ownership interests of the physicians affiliated with us. Future legislation could restrict our ability to operate our domestic surgical hospitals. If we become subject to significant legal actions, we could be subject to substantial uninsured liabilities. If we are unable to effectively compete for physicians, strategic relationships, acquisitions and managed care contracts, our business could be adversely affected. We may be adversely affected if we lose any member of our senior management. The growth of patient receivables and a deterioration in the collectability of these accounts could adversely affect our results of operations. We may have a special legal responsibility to the holders of ownership interests in the entities through which we own surgical facilities, and that responsibility may prevent us from acting solely in our own best interests or the interests of our stockholders. We do not have exclusive control over the distribution of revenues from some of our domestic operating entities and may be unable to cause all or a portion of the revenues of these entities to be distributed.

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1101723--2/28/2007--UNITED_SURGICAL_PARTNERS_INTERNATIONAL_INC