Washington, DC 20549

ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One):
þ		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
		For the fiscal year ended December 31, 2006
Or
o		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
		For the transition period from                      to

1301 Concord Terrace

Sunrise, Florida 33323-2825

 

 

Pediatrix Medical Group of
Puerto Rico Thrift and Profit
Sharing Plan

Report on Audit of Financial Statements
And Supplemental Schedule
As of and For the Years Ended
December 31, 2006 and 2005

Pediatrix Medical Group of Puerto Rico
Thrift and Profit Sharing Plan
Table of Contents

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		Page(s)
Report of Independent Registered Certified Public Accounting Firm			1
Financial Statements
Statements of Net Assets Available for Benefits as of December 31, 2006 and 2005			2
Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2006 and 2005			3
Notes to Financial Statements			4-9
Supplemental Schedule *
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)			10

*

Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employment Retirement Income Security Act of 1974 have been omitted because they are not applicable.

Report of Independent Registered Certified Public Accounting Firm

To the Participants and Administrator of
Pediatrix Medical Group of Puerto Rico Thrift and Profit Sharing Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Pediatrix Medical Group of Puerto Rico Thrift and Profit Sharing Plan as amended and restated (the “Plan”) at December 31, 2006 and 2005, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, line 4i — Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP
Tampa, Florida
June 26, 2007

Pediatrix Medical Group of Puerto Rico
Thrift and Profit Sharing Plan
Statements of Net Assets Available for Benefits
As of December 31, 2006 and 2005

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		2006				2005
Assets
Investments, at fair value		$	4,190,784			$	3,439,972
Receivables
Employer contributions			175,846				174,541
Participant contributions			8,216				8,418
Dividends			1,569				1,009
Total assets			4,376,415				3,623,940
Liabilities
Distributions payable			—				5,932
Net assets available for benefits		$	4,376,415			$	3,618,008

The accompanying notes are an integral part of these financial statements.

Pediatrix Medical Group of Puerto Rico
Thrift and Profit Sharing Plan
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2006 and 2005

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		2006				2005
Additions to net assets attributed to
Investment income
Interest and dividend income		$	52,092			$	39,067
Net appreciation in the fair value of investments			324,666				230,869
Net investment income			376,758				269,936
Contributions
Employer			175,846				174,541
Participants			214,068				199,419
Total contributions			389,914				373,960
Total additions			766,672				643,896
Deductions from net assets attributed to
Benefits paid to participants			8,265				32,162
Total deductions			8,265				32,162
Net increase in net assets available for benefits			758,407				611,734
Net assets available for benefits
Beginning of year			3,618,008				3,006,274
End of year		$	4,376,415			$	3,618,008

The accompanying notes are an integral part of these financial statements.

Pediatrix Medical Group of Puerto Rico
Thrift and Profit Sharing Plan
Notes to Financial Statements
December 31, 2006 and 2005

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1.		Description of Plan
		Pediatrix Medical Group, Inc. (the “Company”) sponsors the Pediatrix Medical Group of Puerto Rico Thrift and Profit Sharing Plan (the “Plan”), which was adopted on January 1, 1993 and restated as amended in October 2001.
		The following description of the Plan is provided for general information purposes only. More complete information regarding items such as vesting, benefit provisions and plan termination may be found in the Plan document which is available to all participants upon request.
		General The Plan is a tax qualified defined contribution plan covering substantially all of the Company’s eligible employees and the employees of the professional associations whose operations are consolidated with the Company and who reside in Puerto Rico. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
		Eligibility and Entry Data An employee becomes eligible to participate in the Plan on the first day of each calendar quarter after having attained age 21.
		Contributions The Company may, at the discretion of its Board of Directors, contribute for each participant a matching contribution determined annually based on a percentage of the participant’s pre-tax contributions. In addition, the Company may also make discretionary profit sharing contributions to the Plan at amounts determined at the end of the Plan year by the Board of Directors.
		The maximum pre-tax contributions for the years ended December 31, 2006 and 2005 were $8,000. In addition to any pre-tax contributions, participants may make after tax contributions, not to exceed 10 percent of the participant’s compensation.
		Rollovers The Plan accepts rollover contributions from other Puerto Rico tax-qualified plans for those participants who choose to invest in the Plan.
		Participant Accounts Each participant’s account is credited with the participant’s contribution and an allocation of (a) the Company’s discretionary contributions and (b) the Plan’s earnings and losses. Allocation of the Plan’s earnings or losses in each investment option are made to the individual participant’s account based on the ratio of each participant’s current account balance in the respective investment option to total Plan participants’ account balances in the respective investment option. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Pediatrix Medical Group of Puerto Rico
Thrift and Profit Sharing Plan
Notes to Financial Statements
December 31, 2006 and 2005

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	•		Fidelity Freedom 2000 Fund — Fund seeks to provide high total return by investing approximately 26% in domestic equity funds, 31% in investment grade fixed income funds, 5% in high yield fixed income funds, and 38% in Fidelity short-term mutual funds.
	•		Fidelity Freedom 2005 Fund — Fund seeks to provide high total return by investing approximately 39% in domestic equity funds, 9% in international equity funds, 35% in investment grade fixed income funds, 5% in high yield fixed income funds, and 12% in Fidelity short-term mutual funds.
	•		Fidelity Freedom 2010 Fund — Fund seeks to provide high total return by investing approximately 40% in domestic equity funds, 10% in international equity funds,35% in investment grade fixed income funds, 5% in high yield fixed income funds, and 10% in Fidelity short-term mutual funds.
	•		Fidelity Freedom 2015 Fund — Fund seeks to provide high total return by investing approximately 46% in domestic equity funds, 11% in international equity funds, 31% in investment grade fixed income funds, 6% in high yield fixed income funds, and 6% in Fidelity short-term mutual funds.
	•		Fidelity Freedom 2020 Fund — Fund seeks to provide high total return by investing approximately 55% in domestic equity funds, 14% in international equity funds, 24% in investment grade fixed income funds, 7% in high yield fixed income funds.
	•		Fidelity Freedom 2025 Fund — Fund seeks to provide high total return by investing approximately 57% in domestic equity funds, 14% in international equity funds, 21% in investment grade fixed income funds, 8% in high yield fixed income funds.
	•		Fidelity Freedom 2030 Fund — Fund seeks to provide high total return by investing approximately 66% in domestic equity funds, 16% in international equity funds, 10% in investment grade fixed income funds, 8% in high yield fixed income funds.
	•		Fidelity Freedom 2035 Fund — Fund seeks to provide high total return by investing approximately 66% in domestic equity funds, 17% in international equity funds, 9% in investment grade fixed income funds, 8% in high yield fixed income funds.
	•		Fidelity Freedom 2040 Fund — Fund seeks to provide high total return by investing approximately 68% in domestic equity funds, 17% in international equity funds, 5% in investment grade fixed income funds, 10% in high yield fixed income funds.
	•		Fidelity Freedom Income Fund — Fund seeks to provide high current income and, as second objective, capital appreciation by investing in 35% in investment grade fixed income funds, 5% in high yield fixed income funds, 40% in Fidelity short-term mutual funds, and 20% in domestic equity funds.

		Payment of Benefits Upon normal retirement, death, disability or termination, participants may elect to receive their vested account balance as a lump-sum distribution; or have their account balance transferred to an individual retirement account or other qualified plan.
		Vesting Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the portion of their accounts related to the Company’s contribution plus related earnings is based on years of credited service. A participant is fully vested after three years of credited service as follows:

Pediatrix Medical Group of Puerto Rico
Thrift and Profit Sharing Plan
Notes to Financial Statements
December 31, 2006 and 2005

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		Vested
Years of Service		Percentage
Less than 1			0	%
1			30	%
2			60	%
3			100	%

		Participants Loans Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of 50 percent of their account balance or $50,000 reduced by the highest outstanding loan balance in their account during the prior twelve month period. The loans are collateralized by the balance in the participant’s account and bear interest at rates ranging between 5.25% and 9.00%, which is commensurate with local prevailing rates as determined by the Plan Administrator. Repayments of principal and interest are credited back to the participant’s account through payroll deductions on a minimum of a quarterly basis. The term of the loan must not exceed five years, except for qualified home loans, which must not exceed ten years.
		Forfeitures Forfeitures of the non-vested portion of participant’s account balances related to the Company’s contributions may be used to offset future Company contributions. Forfeitures held in the Plan totaled $11,139 at December 31, 2006 and 2005.
		Plan Termination While the Company has not expressed any intent to terminate the Plan, it reserves the right at any time to amend, modify or terminate the Plan without the consent of any participant or beneficiary. In the event of such termination, the Plan provides that the participants shall become 100 percent vested in their accounts, including all employer contributions.
		Plan Administration The Plan is administered by certain employees of the Company (the “Plan Administrator”). The Plan’s assets were maintained by Banco Popular of Puerto Rico (“Banco”), the trustee of the Plan, for the years ended December 31, 2006 and 2005.
		New Accounting Pronouncements As of December 31, 2006, the Plan adopted Financial Accounting Standards Board (FASB) Staff Position FSP AAG INV-1 and Statement of Position No. 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP). The FSP requires the Statements of Net Assets Available for Benefits present the fair value of the Plan’s investments as well as the adjustment from fair value to contract value for the fully benefit-responsive investment contracts. The Plan did not invest in any investments that met this criteria at December 31, 2006.
		In September 2006, the FASB issued Statement on Financial Accounting Standards No. 157 (SFAS 157), Fair Value Measurements. SFAS 157 establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurement. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company is currently evaluating what impact the adoption of SFAS 157 will have on the financial statements.
2.		Summary of Significant Accounting Policies
		Basis of Accounting The financial statements of the Plan are prepared under the accrual method of accounting in conformity with accounting principles generally accepted in the United States of America.
		Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions to net assets available for benefits during the reporting period. Actual results could differ from those estimates.

Pediatrix Medical Group of Puerto Rico
Thrift and Profit Sharing Plan
Notes to Financial Statements
December 31, 2006 and 2005

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		Risks and Uncertainties The Plan provides for various investment options. Investment securities are exposed to various risks, such as interest rate, market and credit risk. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.
		Investment Valuation and Income Recognition The fair value of investments held by the Plan has been determined by the trustee based on quoted market values of publicly traded investments.
		The investment contracts are presented at fair value on the statement of net assets available for benefits. Investments in fully benefit-responsive investment contracts would be stated at contract value which is equal to principal balance plus accrued interest. The plan does not hold any investments in fully benefit-responsive investment contracts at December 31, 2006 and 2005.
		The Plan presents in the statements of changes in net assets available for benefits, the net appreciation in fair value of investments which consists of realized gains or losses and the unrealized appreciation (depreciation) on those investments. All investment transactions are recorded by the Plan as of the trade date. Gains or losses on sale of investments are determined by the specific identification method. Interest income is recorded as earned on an accrual basis. Dividends are recorded based on the ex-dividend date.
		Participant Loans Participant loans are recorded at cost, which approximates fair value.
		Administrative Expenses All costs incurred in administering the Plan are paid by the Company except for certain broker fees that are paid out of the various investment options.
3.		Investments
		The following presents investments that represent 5 percent or more of the Plan’s net assets at December 31st at fair value:

Description of Investment		2006				2005
Fidelity Blue Chip Growth Fund		$	867,653			$	762,667
Fidelity Contrafund			851,504				726,684
Fidelity Growth and Income Portfolio			519,266				423,165
Fidelity Equity-Income II Fund			601,197				493,893
Pediatrix Stock Fund			258,730				219,742
Fidelity Puritan Fund			324,283				237,204

The total amount of net appreciation in the fair value of investments of $324,666 and $230,869 for the years ended December 31, 2006 and 2005, respectively, includes net appreciation of $23,865 and $59,246, respectively, related to the Pediatrix Stock Fund.

Pediatrix Medical Group of Puerto Rico
Thrift and Profit Sharing Plan
Notes to Financial Statements
December 31, 2006 and 2005

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4.		Tax Status
		The Puerto Rico Treasury Department has determined and informed the Company by letter dated March 12, 1998, that the Plan and the related trust are designed in accordance with applicable sections entitling exemption from income taxes. The Plan has been amended since receiving the determination letters. However, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable tax requirements. Therefore, they believe that the Plan was qualified and the related trust was tax exempt as of the financial statement date. Accordingly, no provision for federal income taxes has been made.
5.		Distributions Payable
		Distributions payable pertain to participant pre-tax contributions which exceed the maximum annual dollar limit as established by the IRC. During the year ended December 31, 2006, the plan passed the discrimination tests and no liability for excess contributions was booked. During the year ended December 31, 2005, the Plan failed two of the discrimination tests and had a liability for excess contributions of $5,932.
6.		Party-in-Interest Transactions
		Participants’ loans are granted and administered by Banco and, therefore, these loan transactions qualify as party-in-interest. The Pediatrix Stock Fund invests in the Company’s common stock and, therefore, these investment transactions qualify as party-in-interest. All fees and expenses of the Plan for legal, accounting, recordkeeping and other administrative services are paid by the Company.

Pediatrix Medical Group of Puerto Rico Thrift and Profit Sharing Plan
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
December 31, 2006

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		(b) Identity of issue, borrower,		(c) Description of investment including maturity				(e) Current
(a)		lessor or similar party		date, rate of interest, collateral, par or maturity value		(d) Cost **		Value
*		Fidelity Management Trust Company		Fidelity Blue Chip Growth Fund				$	867,653
*		Fidelity Management Trust Company		Fidelity Contrafund					851,504
*		Fidelity Management Trust Company		Fidelity Growth and Income Portfolio					519,266
*		Fidelity Management Trust Company		Fidelity Equity-Income II Fund					601,197
*		Pediatrix Medical Group, Inc.		Pediatrix Stock Fund					258,730
*		Fidelity Management Trust Company		Fidelity Puritan Fund					324,283
*		Participants’ Loans		Loans to participants, 5.25% — 9%, various maturities					56,023
*		Fidelity Management Trust Company		Fidelity Retirement Money Market Portfolio					173,974
*		Fidelity Management Trust Company		Fidelity Investment Grade Bond Fund					133,278
*		Fidelity Management Trust Company		Fidelity Ginnie Mae Fund					114,615
*		Fidelity Management Trust Company		Fidelity Overseas Fund					123,591
*		Fidelity Management Trust Company		Fidelity Fund					74,354
*		Fidelity Management Trust Company		Fidelity Worldwide Fund					8,122
*		Fidelity Management Trust Company		Spartan U.S. Equity Index Fund					10,261
		INVESCO Funds Group, Inc.		INVESCO Dynamics Fund — Investor Class					47,074
*		Fidelity Management Trust Company		Fidelity Freedom Income Fund					2,378
*		Fidelity Management Trust Company		Fidelity Freedom 2000 Fund					541
*		Fidelity Management Trust Company		Fidelity Freedom 2020 Fund					602
*		Fidelity Management Trust Company		Fidelity Freedom 2030 Fund					619
*		Fidelity Management Trust Company		Fidelity Freedom 2040 Fund					6,073
		Neuberger Berman Management, Inc.		Neuberger Berman Genesis Fund — Trust Class					16,646
								$	4,190,784

Exhibit No.		Document Description
23.1*		Consent of PricewaterhouseCoopers LLP