Amedisys

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2024
OR
☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 0-24260
AMEDISYS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
11-3131700
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3854 American Way, Suite A, Baton Rouge, LA 70816
(Address of principal executive offices, including zip code)
(225) 292-2031 or (800) 467-2662
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share
AMED
The NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☑    No  ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ☐    No  ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.    Yes  ☑    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§  232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files).    Yes  ☑    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company"
in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☑
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued
its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.  ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☑
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, based on the last sale price as quoted by the
NASDAQ Global Select Market on June 28, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter) was $3.0 billion. For
purposes of this determination, shares beneficially owned by executive officers, directors and ten percent stockholders have been excluded, which does not
constitute a determination that such persons are affiliates.
As of February 21, 2025, the registrant had 38,368,072 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for its 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”) are incorporated by reference
into Part II – “Securities Authorized For Issuance Under Equity Compensation Plans” and Part III of this Form 10-K, or, in the event the registrant does not
prepare and file such 2025 Proxy Statement, will be provided instead by an amendment to this report containing the applicable disclosures within 120 days
after the end of the fiscal year covered by this report. With the exception of those portions which are specifically incorporated by reference in this report, any
such Proxy Statement is not deemed to be filed or incorporated by reference as part of this report.

TABLE OF CONTENTS
SPECIAL CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
1
PART I.
ITEM 1.
BUSINESS
2
ITEM 1A.
RISK FACTORS
17
ITEM 1B.
UNRESOLVED STAFF COMMENTS
39
ITEM 1C.
CYBERSECURITY
39
ITEM 2.
PROPERTIES
40
ITEM 3.
LEGAL PROCEEDINGS
41
ITEM 4.
MINE SAFETY DISCLOSURES
41
PART II.
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
42
ITEM 6.
[RESERVED]
43
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
44
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
59
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
60
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
100
ITEM 9A.
CONTROLS AND PROCEDURES
100
ITEM 9B.
OTHER INFORMATION
103
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
103
PART III.
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
103
ITEM 11.
EXECUTIVE COMPENSATION
103
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
103
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
103
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
103
PART IV.
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
104
ITEM 16.
FORM 10-K SUMMARY
104
EXHIBIT INDEX
105
SIGNATURES
112

SPECIAL CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
When included in this Annual Report on Form 10-K, or in other documents that we file with the Securities and Exchange Commission (“SEC”) or in statements
made by or on behalf of the Company, words like “believes,” “belief,” “expects,” “strategy,” “plans,” “anticipates,” “intends,” “projects,” “estimates,”
“may,” “might,” “could,” “would,” “should” and similar expressions are intended to identify forward-looking statements as defined by the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve a variety of risks and uncertainties that could cause actual results to differ materially
from those described therein. These risks and uncertainties include, but are not limited to, the following: disruption from the proposed merger with
UnitedHealth Group with patient, payor, provider, referral source, supplier or management and employee relationships; the occurrence of any event, change or
other circumstances that could give rise to the termination of the merger agreement with UnitedHealth Group or the inability to complete the proposed
transaction on the anticipated terms or by the end of the Waiver Period (as defined in the Waiver (as defined below)); the risk that necessary regulatory
approvals for the proposed merger with UnitedHealth Group are delayed, are not obtained or are obtained subject to conditions that are not anticipated; the
failure of the conditions to the proposed merger to be satisfied; the costs related to the proposed transaction; the diversion of management time on merger-
related issues; the risk that termination fees may be payable by the Company in the event that the merger agreement is terminated under certain circumstances;
reputational risk related to the proposed merger; the risk of litigation or regulatory action related to the proposed merger, including among other things, the
DOJ Action (as defined below); changes in Medicare and other medical payment levels; changes in payments and covered services by federal and state
governments; future cost containment initiatives undertaken by third-party payors; changes in the episodic versus non-episodic mix of our payors, the case mix
of our patients and payment methodologies; staffing shortages driven by the competitive labor market; our ability to attract and retain qualified personnel;
competition in the healthcare industry; our ability to maintain or establish new patient referral sources; changes in or our failure to comply with existing
federal and state laws or regulations or the inability to comply with new government regulations on a timely basis; changes in estimates and judgments
associated with critical accounting policies; our ability to consistently provide high-quality care; our ability to keep our patients and employees safe; our
access to financing; our ability to meet debt service requirements and comply with covenants in debt agreements; business disruptions due to natural or man-
made disasters, climate change or acts of terrorism, widespread protests or civil unrest; our ability to open care centers, acquire additional care centers and
integrate and operate these care centers effectively; our ability to realize the anticipated benefits of acquisitions, investments and joint ventures; our ability to
integrate, manage and keep our information systems secure; the impact of inflation; the impact of new or increased tariffs; uncertainty around, and disruption
from, new and emerging technologies, including the adoption and utilization of artificial intelligence ("AI") and generative AI, and changes in laws or
developments with respect to any litigation relating to the Company, including various other matters, many of which are beyond our control, and such other
factors as discussed throughout Part I, Item 1A. "Risk Factors" of this Annual Report on Form 10-K.
Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on
any forward-looking statement as a prediction of future events. We expressly disclaim any obligation or undertaking, and we do not intend to release publicly
any updates or changes in our expectations concerning the forward-looking statements or any changes in events, conditions or circumstances upon which any
forward-looking statement may be based, except as may be required by law. For a discussion of some of the factors discussed above as well as additional
factors, see Part I, Item 1A, “Risk Factors” and Part II, Item 7, “Critical Accounting Estimates” within “Management’s Discussion and Analysis of Financial
Condition and Results of Operations.”
Unless otherwise provided, “Amedisys,” “we,” “us,” “our,” and “the Company” refer to Amedisys, Inc. and our consolidated subsidiaries, and when we refer
to 2024, 2023 and 2022, we mean the twelve month period then ended December 31, unless otherwise provided.
A copy of this Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC, including all exhibits, is available on our internet
website at http://www.amedisys.com on the “Investors” page under the “SEC Filings” link.
1

PART I
ITEM 1. BUSINESS
Overview
Amedisys, Inc. is a leading healthcare services company committed to helping our patients age in place by providing clinically excellent care and support in the
home. Our operations involve servicing patients through our three reportable business segments: home health, hospice and high acuity care. We divested our
personal care business on March 31, 2023. Our home health segment delivers a wide range of services in the homes of individuals who may be recovering from
an illness, injury or surgery. Our hospice segment provides care that is designed to provide comfort and support for those who are facing a terminal illness. Our
high acuity care segment delivers the essential elements of inpatient hospital, palliative and skilled nursing facility ("SNF") care to patients in their homes.
We are among the largest providers of home health and hospice care in the United States, with approximately 19,000 employees in 519 care centers in 38 states
within the United States and the District of Columbia. Our employees deliver the highest quality care performing more than 10.7 million visits for more than
499,000 patients annually. Over 3,300 hospitals and 114,000 physicians nationwide have chosen us as a partner in post-acute care.
Due to the age demographics of our patient base, our services are primarily paid for by Medicare which has represented approximately 70% to 74% of our net
service revenue over the last three years. We also remain focused on maintaining a profitable and strategically important managed care contract portfolio. We
continuously work with our payors to structure innovative contracts which reward us for providing quality care to our patients.
Amedisys is headquartered in Baton Rouge, Louisiana, with an executive office in Nashville, Tennessee. Our common stock is currently traded on the
NASDAQ Global Select Market under the trading symbol “AMED.” Founded and incorporated in Louisiana in 1982, Amedisys was reincorporated as a
Delaware corporation prior to becoming a publicly traded company in August 1994.
Our strategy is to be the best choice for care wherever our patients call home. We accomplish this by providing clinically distinct care, being the employer of
choice and delivering operational excellence and efficiency, which when combined, drive growth. Our mission is to provide best-in-class home health, hospice
and high acuity care services allowing our patients to maintain a sense of independence, quality of life and dignity while delivering industry leading outcomes.
We believe that our unwavering dedication to clinical quality and constant focus on both our patients and our employees differentiates us from our competitors.
Our Home Health Segment:
Our home health segment provides compassionate healthcare to help our patients recover from surgery or illness, live with chronic diseases and prevent
avoidable hospital readmissions. Our home health footprint includes 347 care centers located in 34 states within the United States and the District of Columbia.
Within these care centers, we deploy our care teams which include skilled nurses who are trained, licensed and certified to administer medications, care for
wounds, monitor vital signs and provide a wide range of other nursing services; rehabilitation therapists who specialize in physical, speech and occupational
therapy; and social workers and aides who assist our patients with completing important personal tasks.
We take an empowering approach to helping our patients and their families understand their medical conditions, how to manage them and how to maximize the
quality of their lives while living with a chronic disease or other health condition. Our clinicians are trained to understand the whole patient – not just their
medical diagnosis.
Our commitment to clinical distinction is most evident in our clinical quality measures such as the Quality of Patient Care and Patient Satisfaction star ratings.
In the Centers for Medicare and Medicaid Services (“CMS”) reports for the January 2025 Final Release, the Quality of Patient Care star average across all
Amedisys providers was 4.18 with 88% of our care centers rated at 4+ stars and 11 care centers rated at 5 stars. Our Patient Satisfaction star average for the
January 2025 Final Release was 4.02. Our goal is to have all care centers achieve a 4.0 Quality of Patient Care star rating, and we have implemented targeted
action plans to continue to improve the quality of care we deliver for our patients and further our culture of quality.
2

Our Hospice Segment:
Hospice care is designed to provide comfort and support for those who are dealing with a terminal illness. It is a benevolent form of care that promotes dignity
and affirms quality of life for the patient, family members and other loved ones. Individuals with a terminal illness such as cancer, heart disease, pulmonary
disease or Alzheimer’s may be eligible for hospice care if they have a life expectancy of six months or less. Our hospice care teams include nurse practitioners
and other skilled nurses, social workers, aides, bereavement counselors and chaplains.
Our focus is on building and retaining an exceptional team, delivering the highest quality care and service to our patients and their families and establishing
Amedisys as the preferred and preeminent hospice provider in each community we serve. In order to realize these goals, we invest in tailored training and
development for our employees which has led to our team’s consistent achievement at or above the national average in family satisfaction results and quality
scores, as well as the trust of the healthcare community.
Another element of our approach is our outreach strategy to more fully engage the entire community of eligible patients. These outreach efforts have built our
hospice patient population to more accurately represent the causes of death in the communities we serve, with a specific focus on heart disease, lung disease
and dementia in order to address the historical underrepresentation of non-cancer diagnoses. By working to accept every eligible patient who seeks end-of-life
care, we fulfill our hospice mission and strengthen our standing in the community.
Our High Acuity Care Segment:
The acquisition of Contessa Health ("Contessa") on August 1, 2021 established our high acuity care segment. Our high acuity care segment has the capability
to deliver the essential elements of inpatient hospital, SNF care and palliative care to patients in their homes. In connection with the acquisition of Contessa, we
obtained interests in a professional corporation that employs clinicians and several joint ventures with health system partners. Additionally, the acquisition
provided the Company with an advanced claims analytics platform, network management and additional capabilities to enter into risk-based arrangements with
managed care organizations.
Our joint venture partners in the high acuity care segment represent national and large regional healthcare systems, each of which view the ability to provide
inpatient level care in patients’ homes as critical to relieving capacity constraints within their facilities, providing care in a more cost-effective setting and
keeping patients engaged with their health system brand by providing a superior patient experience. The patients who utilize our home-based recovery services
typically have one or more chronic conditions that have historically required frequent emergency department visits and inpatient hospital stays. Our patient
satisfaction scores for these home-based programs have consistently exceeded 85%, and we have successfully reduced hospital and skilled nursing readmission
rates compared to historical baselines for these episodes of care.
We provide management services to the joint ventures which include the development and implementation of clinical protocols to ensure the safe and efficient
delivery of services in the home and high quality outcomes; an internally-developed technology platform that provides medical documentation, analytics and
claims processing capabilities; provider network development services to ensure that all care resources are available to meet patient needs; and expertise in
developing and negotiating contracts with third-party health insurance payors to provide reimbursement for services under risk-based arrangements. Our
expertise and capabilities in these areas deliver value to both the health system and the health insurance payor and give us the opportunity for future expansion
within the healthcare continuum for chronically ill patients, including palliative care services, especially as the U.S. population ages and consumer preferences
continue to shift to home-based care. Our joint venture partnership model with leading healthcare systems and our relationships with health plan insurers
facilitate our ability to take and manage additional risk for this patient population in value-based arrangements.
Our Personal Care Segment:
We divested our personal care business on March 31, 2023. Our personal care segment provided assistance with the essential activities of daily living. See Part
II, Item 8, Note 4 – Mergers, Acquisitions and Dispositions for additional information.
Responding to the Changing Regulatory and Reimbursement Environment:
As the government continues to seek opportunities to refine payment models, we believe that our strategy of becoming a leader in providing a range of services
across the at-home continuum positions us well for the future. Our ability to provide quality home health, hospice and high acuity care allows us to partner with
health systems and managed care organizations to improve care coordination, reduce hospitalizations and lower costs.
3

Financial Information:
Financial information for our home health, hospice, high acuity care and personal care (divested on March 31, 2023) segments can be found in our consolidated
financial statements included in this Annual Report on Form 10-K.
Amedisys and UnitedHealth Group Incorporated Merger
On June 26, 2023, Amedisys, UnitedHealth Group Incorporated, a Delaware corporation ("UnitedHealth Group"), and Aurora Holdings Merger Sub Inc., a
Delaware corporation and a wholly owned subsidiary of UnitedHealth Group ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which Merger Sub will merge with and into Amedisys (the "Merger") with Amedisys continuing as the surviving corporation and
becoming a wholly owned subsidiary of UnitedHealth Group. See Part II, Item 8, Note 4 – Mergers, Acquisitions and Dispositions for additional information.
Human Capital
Being an employer of choice is one of our strategic pillars. We continue to focus on strategies to reduce turnover and make Amedisys a place where clinicians
come and stay. Our future success is directly correlated with our ability to attract, develop and retain the most qualified and passionate caregivers. Our
workforce strategy emanates from our core values of Service, Passion, Integrity, Respect, Innovation and Talent – SPIRIT.
We are proud to have been named one of the 2024 Most Responsible Companies by Newsweek. Additionally, 92 of our home health and hospice care centers
were recognized by Strategic Healthcare Programs ("SHP") for achieving either the highest patient satisfaction scores or hospice caregiver satisfaction scores
for all eligible SHP clients in 2023 as reported by the Home Health Care Consumer Assessment of Health Providers and Systems ("HHCAHPS") or Consumer
Assessment of Healthcare Providers and Systems ("CAHPS").
As of February 21, 2025, we employed approximately 19,000 people throughout the United States. We also utilize contract employees in the normal course of
our business.
Talent Acquisition, Retention and Development:
We strive to hire, develop and retain top talent. The core of our care delivery model is dependent upon attracting clinicians, predominately nurses. We compete
for talent by offering a great culture, an opportunity to provide the highest quality clinical care and competitive market-based compensation. Our compensation
plans are designed to deliver a competitive base pay as well as attractive incentive opportunities, primarily for leadership positions, but also to reward quality
care. We provide significant opportunities for development and continuing education as we know that career development is a key component of attracting and
retaining top talent. We continually monitor and assess employee metrics on hiring, retention and terminations to gain a deep understanding of our workforce
and drive continuous improvement.
The increased demand for clinicians has generated continuing pressure on the labor markets. Across the healthcare industry, the nurse workforce especially has
become scarcer as demand for services outstrips supply. Clinicians have become harder to recruit and more costly to employ. Attracting the best people in
healthcare and supporting our people with an unrivaled experience are key initiatives for the Company to ensure adequate clinical capacity for our patients.
Inclusion in the Workplace:
We endeavor to create a culture of caregiving where our employees feel as cared for every day as our patients. Success means all team members feel a sense of
belonging, support and empowerment to be their best selves personally and professionally. We have committed to giving our employees a voice and have
instituted numerous formal listening programs including pulse surveys, focus groups and town halls to routinely gather feedback from our employees and
address any concerns. Our commitment to an inclusive workplace is also broadly reflected across our policies and people practices. Creating a sense of
belonging is a critical tactic as part of our People Strategy, and the metrics indicating how our people rate their sense of belonging are part of our management
team scorecard. Additionally, we have five Employee Resource Groups ("ERGs") which foster connection and community within our workforce.
Health and Safety:
The health and well-being of our employees is of utmost importance to us. We offer a comprehensive benefit package that provides employees and their
families with access to a variety of innovative, flexible and convenient health and wellness programs that support their physical and mental health by providing
tools and resources to help them improve or maintain their health status.
4

Payment for Our Services
Our revenues are derived in large part from governmental third-party payors. Governmental payment programs are subject to statutory and regulatory changes,
retroactive rate adjustments, administrative or executive orders and government funding restrictions, all of which may materially increase or decrease the rate
of program payments to us for our services. It is possible that future budget cuts in Medicare and Medicaid may be enacted by Congress and implemented by
CMS, and this may be especially true with a new administration. Therefore, we cannot assure you that payments from governmental or private payors will
remain at levels comparable to present levels or will, in the future, be sufficient to cover the costs allocable to patients eligible for reimbursement pursuant to
such programs. See Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations: Overview – The Centers for
Medicare and Medicaid Services ("CMS") Payment Updates" for additional information on the most recent regulations from CMS.
Home Health Medicare
The Medicare home health benefit is available both for patients who need home care following discharge from a hospital and patients who suffer from chronic
conditions that require ongoing, but intermittent, care.
As a condition of participation under Medicare, beneficiaries must be homebound (meaning that the beneficiary is unable to leave his/her home without a
considerable and taxing effort), require intermittent skilled nursing, physical therapy or speech therapy services and receive treatment under a plan of care
established and periodically reviewed by a physician.
Services under the Medicare home health benefit are bundled into 60-day episodes of care. An episode starts the first day a billable visit is performed and ends
60 days later or upon discharge, if earlier. If a patient is still in treatment on the 60  day, a recertification assessment is undertaken to determine whether the
patient needs additional care. If the patient’s physician determines that further care is necessary, another episode begins on the 61  day (regardless of whether a
billable visit is rendered on that day) and ends 60 days later.
CMS reimbursement is based on the Patient-Driven Groupings Model ("PDGM"). PDGM uses a 30-day period of care as the unit of payment. Under PDGM,
each 60-day episode includes two 30-day periods of care. PDGM uses timing, admission source, functional impairment levels and principal and other
diagnoses to case-mix adjust payments. The case-mix adjusted payment for a 30-day period of care is subject to additional adjustments based on certain
variables, including, but not limited to (a) an outlier payment if our patient's care was unusually costly (capped at 10% of total reimbursement per provider
number); (b) a low utilization payment adjustment (“LUPA”) if the number of visits provided was less than the established threshold, which ranges from two to
six visits and varies for every case-mix group under PDGM; (c) a partial payment if a patient transferred to another provider or from another provider before
completing the 30-day period of care; and (d) the applicable geographic wage index. Payments for routine and non-routine supplies are included in the 30-day
payment rate.
The table below includes the base 30-day payment rates.
Period
Base 30-Day Payment
January 1, 2022 through December 31, 2022
$
2,032 
January 1, 2023 through December 31, 2023
$
2,011 
January 1, 2024 through December 31, 2024
$
2,038 
January 1, 2025 through December 31, 2025
$
2,057 
On November 1, 2024, CMS issued the Calendar Year ("CY") 2025 Final Rule for Medicare home health providers (the "2025 Home Health Final Rule").
CMS estimates that the 2025 Home Health Final Rule will result in a 0.5% increase in payments to home health providers. This increase is the result of a 2.7%
payment update (3.2% market basket adjustment less a 0.5% productivity adjustment) offset by a decrease of 0.4% for the update to the fixed-dollar loss ratio
used in determining outlier payments and a permanent adjustment of -1.8% based on the difference between assumed and actual behavior changes resulting
from the implementation of PDGM. Based on our analysis of the 2025 Home Health Final Rule, we expect our impact to be in line with the 0.5% increase. In
addition to permanent adjustments, CMS also has the discretion to make temporary adjustments through calendar year 2026; however, CMS has elected not to
implement a temporary adjustment thus far. As stated in the CY 2025 Final Rule, the total temporary adjustment calculated for CY 2020 through CY 2023 is
$4.5 billion. In future rule making, CMS will propose that the temporary adjustment dollar amount be converted to a factor that is applied to the base payment
rate.
th
st
5

As a Medicare provider, we are subject to periodic audits by the Medicare program, and that program has various rights and remedies against us if they assert
that we have overcharged the program or failed to comply with program requirements. Home health providers are subject to pre- and post-payment reviews for
compliance with Medicare coverage guidelines and medical necessity. Adjustments on this basis may include individual claim adjustments or overpayment
determinations based on an extrapolated sample of claims. Medical necessity reviews evaluate whether services are clinically appropriate in terms of frequency,
type, extent, site and duration. Technical billing and documentation reviews focus on documentation of services. Medicare and other payors may reject or deny
claims for payment if the underlying documentation does not support the medical necessity of services or fails to establish satisfaction of a coverage rule, such
as if a provider is unable to perform periodic therapy assessments required by coverage criteria or cannot provide appropriate billing documentation, acceptable
physician authorizations or face-to-face documentation.
Medicare can reopen previously filed and reviewed claims and deny coverage of the services and require us to repay any overcharges, as well as make
deductions from future amounts due to us. In the ordinary course of business, we appeal the Medicare and Medicaid programs' denial of claims that we believe
are inappropriate in an effort to recover the denied claims.
Home Health Non-Medicare
Payments from non-Medicare payors are either a percentage of Medicare rates, per-visit rates or case rates depending upon the terms and conditions established
with such payors. Reimbursements from our non-Medicare payors that are based on Medicare rates are paid in a similar manner and subject to the same
adjustments as discussed above for Medicare; however, these rates can vary based upon negotiated terms which generally range from 90% to 100% of
Medicare rates. Approximately 30% of our managed care contract volume affords us the opportunity to receive additional payments if we achieve certain
quality or process metrics as defined in each contract (e.g. star ratings and acute-care hospitalization rates).
Hospice Medicare
The Medicare hospice benefit is available when a physician and specific clinical findings support a diagnosis of a terminal condition where the patient has a
terminal diagnosis of six months or less. Hospice care is evaluated in benefit periods: two 90-day benefit periods followed by an unlimited number of 60-day
benefit periods. Payments are based on daily rates for each day a beneficiary is enrolled in the hospice benefit. Payments are made according to a fee schedule
that has four different levels of care: routine home care, continuous home care, inpatient respite care and general inpatient care. The daily payment rates are
intended to cover costs that hospices incur in furnishing services identified in patients' care plans, based on specific levels of care. Payments are adjusted by a
wage index to reflect differences in health care labor costs across the country and are established annually through federal legislation.
On July 30, 2024, CMS issued the final rule to update hospice payment rates and the wage index for fiscal year 2025, effective for services provided beginning
October 1, 2024 (the "2025 Hospice Final Rule"). CMS estimates hospices serving Medicare beneficiaries will see a 2.9% increase in payments. This increase
is the result of a 3.4% market basket adjustment as required under the Patient Protection and Affordable Health Care Act and the Health Care and Education
Reconciliation Act ("PPACA") less a 0.5% productivity adjustment. Additionally, CMS increased the aggregate cap amount by 2.9% to $34,465. Based on our
analysis of the 2025 Hospice Final Rule, we expect our impact to be in line with the 2.9% increase.
Medicare payments include two separate payment rates for routine care: payments for the first 60 days of care and care beyond 60 days. In addition to the two
routine rates, Medicare also reimburses for a service intensity add-on (“SIA”). The SIA is based on visits made in the last seven days of life by a registered
nurse or medical social worker for patients in a routine level of care.
Adjustments for eligibility and technical billing requirements may be made to Medicare claims based on the same claims processing reviews described above
for home health services if we are unable to obtain appropriate billing documentation, authorizations or face-to-face documentation and other reasons unrelated
to credit risk.
Two caps limit the amount of payment that any individual hospice provider number can receive in a single year. Generally, each hospice care center has its own
provider number; however, where we have created branch care centers to help our parent care centers serve a geographic location, the parent and branch have
the same provider number.
•
Inpatient Cap: The inpatient cap limits the number of days of inpatient care an agency may provide to not more than 20 percent of its total patient
care days. The daily Medicare payment rate for any inpatient days of service that exceed the cap is set at the routine home care rate, and the provider
is required to reimburse Medicare for any amounts it receives in excess of the cap.
•
Overall Payment Cap: The overall payment cap is an absolute dollar limit on the average annual payment per beneficiary a hospice agency can
receive. This cap is calculated by the Medicare Administrative Contractor at the end of each hospice cap period to determine the maximum allowable
payments per provider number.
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We estimate our potential cap exposure using information available for both inpatient day limits as well as per beneficiary cap amounts. The total cap amount
for each provider is calculated by multiplying the number of beneficiaries electing hospice care during the period by a statutory amount that is indexed for
inflation.
Payment rates for hospice care, the hospice cap amount and the hospice wage index are updated annually according to Section 1814(i)(1)(C)(ii)(VII) of the
Social Security Act ("SSA"), which requires CMS to use the inpatient hospital market basket, adjusted for multifactor productivity and other adjustments as
specified in the SSA, to determine the hospice payment update percentage. The caps are subject to annual and retroactive adjustments, which can cause
providers to be required to reimburse the Medicare program if such caps are exceeded. Our ability to stay within these caps depends on a number of factors,
each determined on a provider number basis, including the average length of stay and mix in level of care.
Hospice Non-Medicare
Non-Medicare payors pay at rates that differ from established Medicare rates for hospice services, and are based on separate, negotiated agreements. We bill
and are paid by these non-Medicare payors based on such negotiated agreements.
High Acuity Care
High acuity care payments are primarily derived from health insurance plans and health system partners. Contracts with health insurance plans provide for
fixed payment rates for a 30-day or 60-day episode of care indexed to assigned patient diagnoses in return for our obligation to assume risk for the coordination
and payment of required medical services necessary to treat the medical condition for which the patient was diagnosed in a home-based setting. Contracts with
health system partners provide for payments on a per diem basis at the contracted rate for each day during the remainder of an inpatient acute stay serviced at
the patient's home. Palliative care payments are derived from health insurance plans or grant programs on a per member per month ("PMPM") basis in return
for managing care of patients engaged in home-based palliative programs for the duration of their engagement with the program. In addition, some health plan
contracts recognize shared savings or losses for the engaged or attributed palliative care populations measured against a predetermined PMPM benchmark.
The contracted payment rates with health insurance plans and health system partners are developed by our medical economics team using historical claims and
inpatient admission data provided by the respective health insurance plan or health system partner. The data includes medical costs incurred outside of a
patient’s historical inpatient stay that may be expected to continue under our program and an estimate of the cost of the medical services under our program
which will replace the patient’s inpatient hospital stay. We mitigate the risk of excessive program medical costs by ensuring that we enroll eligible members
into the plan, by effectuating clinically effective plans of care and by ensuring that all covered services are related to the condition for which the patient was
admitted to the program. Additionally, we have purchased episodic stop-loss insurance for certain payor contracts.
Controls Over Our Business System Infrastructure
We establish and maintain processes and controls over coding, clinical operations, billing, patient recertifications and compliance to help monitor and promote
adherence with Medicare requirements.
•
Coding – Specified international classification of disease ("ICD") diagnosis codes are assigned to each of our patients based on their health conditions
(such as diabetes, coronary artery disease or congestive heart failure). Because coding regulations are complex and are subject to frequent change, we
maintain controls surrounding our coding process. To reduce the associated risk of coding failures, we provide annual update training to clinical
managers, as needed training to care center directors and clinical managers, and training during orientation for new employees to ensure accurate
information is gathered and provided to our coding team. In addition, our electronic medical records system (Homecare Homebase) includes
automated edits for home health and hospice based on pre-defined compliance metrics. For home health, we also provide monthly specialized coding
education, obtain outside expert coding instruction, and have certified coders review all patient outcome and assessment information sets (“OASIS”)
and assign the appropriate ICD code.
•
Clinical Operations – We provide education on coverage criteria and conditions of participation and utilize outside expert regulatory services if
necessary. Regulatory requirements allow patients to be eligible for home health care benefits if through a face-to-face visit with a physician or a
qualified non-physician practitioner, they are considered homebound and it is determined that skilled nursing, physical therapy or speech therapy
services are required. These clinical services may include educating the patient about their disease, assessment and observation of disease status,
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delivery of clinical skills such as wound care, administration of injections or intravenous medications, management and evaluation of a patient’s plan
of care, physical therapy services to assist patients with functional limitations and speech therapy services for speech or swallowing disorders. Patients
eligible for hospice care are terminally ill (with a life expectancy of six months or less if the illness runs its normal course). Our hospice program
provides care and support to our terminally ill patients with a six-month prognosis and their families through services including medical care,
counseling, spiritual care, pre-bereavement and bereavement support, volunteer support, medication management and needed equipment and supplies
for the terminal illness and all related conditions. Our high acuity care clinical protocols include utilization of the Milliman Clinical Guidelines
("MCG") criteria to ensure that patients are eligible for inpatient level care, evaluations by physicians/advanced practice providers (in-person
evaluations where required) to determine the patient's clinical eligibility for home based inpatient care, social and behavioral assessments to determine
safety of the patient's home setting and an informed consent requirement to ensure that the patient and caregivers are comfortable with the delivery of
inpatient level care in the home.
•
Billing – We maintain controls over our billing processes to help promote accurate and complete billing. Processes and controls have been
implemented to ensure that prior to the submission of any bills, the visit/occurrence was completed, documented sufficiently by an appropriate
clinician and/or provider, and that the billed claim complies with all regulatory and payor requirements. Examples of process monitoring controls
include conducting billing compliance testing, user access reviews for billing systems and use of automated daily billing operational indicators. We
take prompt corrective action with employees who knowingly fail to follow our billing policies and procedures.
•
Patient Recertification – In order to be recertified for an additional home health episode of care, a patient must continue to meet qualifying criteria
and have a continuing medical need that requires the skills of a nurse or therapist. Changes in the patient’s condition may require changes to the
patient’s medical regimen or modified care protocols within the episode of care. The patient’s progress towards established goals is evaluated prior to
recertification. As with the initial episode of care, a recertification requires orders from the patient’s physician. Before any employee recommends
recertification to a physician, we conduct a care center level, multidisciplinary care team conference. Specific tools are used to ensure that the patient
continues to meet coverage criteria prior to recertifying. Hospice recertification for additional benefit periods of care requires continued demonstration
of a terminal prognosis as determined by the hospice physician in collaboration with the attending physician and the interdisciplinary care team.
•
Compliance – We develop, implement and maintain ethics and compliance programs as a component of the centralized corporate services provided to
our home health, hospice and high acuity-care service lines. Our ethics and compliance program includes a Code of Conduct for our employees,
officers, directors, contractors and affiliates and a disclosure program for reporting regulatory or ethical concerns to our compliance team through a
confidential hotline, which is augmented by exit surveys of departing employees. We promote a culture of compliance within our company through
educational presentations, newsletters and persistent messaging from our senior leadership to our employees stressing the importance of strict
compliance with legal requirements and company policies and procedures. Additionally, we have mandatory compliance training and testing for all
new employees upon hire and annually for all staff thereafter. We also maintain a robust compliance audit program focusing on key risk areas.
Our Regulatory Environment
We are highly regulated by federal, state and local authorities. The healthcare industry is subject to numerous laws, regulations and rules including, among
others, those related to licensure and accreditations, government healthcare participation requirements, reimbursement for patient services, Medicare and
Medicaid fraud and abuse prohibitions (including, but not limited to, federal statutes and regulations prohibiting kickbacks and other illegal inducements to
potential referral sources, self-referrals by physicians and false claims submitted to federal health care programs) and health information privacy and security.
Regulations and policies frequently change, and we monitor changes through our internal government affairs department, as well as multiple trade and
governmental publications and associations.
Our home health and hospice subsidiaries are certified by CMS and therefore are subject to the rules and regulations of the Medicare system. Additionally, all
of our business lines are subject to federal, state and local laws and regulations dealing with issues such as occupational safety, employment, medical leave,
insurance, civil rights, discrimination, building codes, data privacy, data security and recordkeeping. We have set forth below a discussion of the regulations
that we believe most significantly affect our businesses.
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Licensure, Certificates of Need ("CON"), Permits of Approval ("POA") and Facility Need Review ("FNR")
Home health and hospice care centers operate under licenses granted by the health authorities of their respective states. Some states require health care
providers (including hospice and home health agencies) to obtain prior state approval for the purchase, construction or expansion of health care locations,
capital expenditures exceeding a prescribed amount or changes in services. Additionally, certain states, including a number in which we operate, carefully
restrict new entrants into the market based on demographic and/or demonstrative usage of additional providers. These states limit the entry of new providers or
services and the expansion of existing providers or services in their markets through a CON, POA or FNR process, which is periodically evaluated and updated
as required by applicable state law. For those states that require a CON, POA or FNR, the provider must complete a separate application process establishing a
location and must receive required approvals.
In every state where required, our care centers possess a license and/or a CON, POA or FNR issued by the state health authority that determines the local
service area for the home health or hospice care centers. Currently, state health authorities in 16 states and the District of Columbia require a CON or, in the
State of Arkansas, a POA, in order to establish and operate a home health care center, and state health authorities in 15 states and the District of Columbia
require a CON or, in the State of Louisiana, a FNR, to operate a hospice care center.
To the extent a CON, POA, FNR or other similar approval is required to expand our operations, our expansion could be adversely affected by the inability to
obtain the necessary approvals, changes in the standards applicable to those approvals and possible delays and expenses associated with obtaining those
approvals. In some instances, other providers in the market may file opposition to a CON, POA or FNR application, and this could further delay an approval.
We operate 233 home health care centers and 55 hospice care centers in the following CON/POA/FNR states as listed below.
State
Home Health
Hospice
Alabama
29
10
Arkansas (POA)
7
— 
Florida
— 
7
Georgia
56
— 
Kentucky
17
— 
Louisiana (FNR)
— 
5
Maryland
9
3
Mississippi
8
— 
New Jersey
2
— 
New York
6
— 
North Carolina
13
7
Rhode Island
1
2
South Carolina
26
— 
Tennessee
45
15
Washington
2
— 
West Virginia
11
6
Washington, DC
1
— 
Total Care Centers in CON/POA/FNR States
233
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Medicare Participation: Licensing, Certification and Accreditation
Our care centers must comply with regulations promulgated by the United States Department of Health and Human Services ("HHS") and CMS in order to
participate in the Medicare program and receive Medicare payments. The SSA establishes the conditions that a home health agency ("HHA") and a hospice
provider must meet in order to participate in the Medicare program. Among other things, these regulations, applicable to HHAs and hospices, respectively,
known as conditions of participation and/or conditions of payment (“COPs”), relate to the type of facility, its personnel and its standards of medical care, as
well as its compliance with federal, state and local laws and regulations. Additional COPs applicable to HHAs focus on the safe delivery of quality care
provided to patients and the impact of that care on patient outcomes through the protection and promotion of patients' rights, care planning, delivery and
coordination of services and streamlining of regulatory requirements.
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As part of the 2025 Home Health Final Rule, CMS is finalizing updates to the COPs applicable to home health agencies to reduce avoidable care delays by
helping ensure that referring entities and prospective patients can select the most appropriate home health agency based on their care needs. CMS is finalizing a
new standard that requires home health agencies to develop, implement and maintain, through an annual review, a patient acceptance-to-service policy that is
applied consistently to each prospective patient referred for home health care. The policy must address, at a minimum, the following criteria related to the home
health agency’s capacity to provide patient care: (a) the anticipated needs of the referred prospective patient, (b) the home health agency’s caseload and case
mix, (c) the home health agency’s staffing levels, and (d) the skills and competencies of the home health agency staff. Additionally, CMS is finalizing a rule
that would require home health agencies to make available to the public accurate information regarding the services offered by the home health agency and any
service limitations related to types of specialty services, service duration or service frequency. The home health agency must review this information as
frequently as the services are changed, but no less often than annually.
In the 2025 Hospice Final Rule, CMS identified language discrepancies in the existing requirements for hospices as they relate to the medical director and
physician designee in the COPs and physician member of the interdisciplinary group (“IDG”) in the payment requirements for the certification of the terminal
illness and the admission to hospice care. Therefore, to align the medical director COPs and the hospice payment requirements for both clarity and consistency,
CMS is finalizing technical changes to the conditions of participation by adding the physician member of the hospice IDG as an individual who may review the
clinical information for each patient and provide written certification that it is anticipated that the patient's life expectancy is six months or less, if the illness
runs its normal course. The finalized changes also include an update to provisions regarding certification and admission to hospice care in the hospice payment
regulations to clarify that, if the medical director is unavailable, the physician designee may certify the terminal illness and determine admission to hospice.
CMS has adopted alternative sanction enforcement options which allow CMS (i) to impose temporary management, direct plans of correction or direct training
and (ii) to impose payment suspensions and civil monetary penalties in each case on providers out of compliance with the COPs. CMS engages or has engaged
a number of third-party contractors, including Recovery Audit Contractors (“RACs”), Program Safeguard Contractors (“PSCs”), Zone Program Integrity
Contractors (“ZPICs”), Uniform Program Integrity Contractors ("UPICs"), Medicaid Integrity Contractors (“MICs”), Supplemental Medical Review
Contractors (“SMRCs”) and Comprehensive Error Rate Testing Contractors ("CERTs"), to conduct extensive reviews of claims data and state and federal
government health care program laws and regulations applicable to healthcare providers. These audits evaluate the appropriateness of billings submitted for
payment. In addition to identifying overpayments, audit contractors can refer suspected violations of law to government enforcement authorities.
All providers are subject to compliance with various federal, state and local statutes and regulations in the United States and receive periodic inspection by
state licensing agencies to review standards of medical care, equipment and safety. We have dedicated internal resources and utilize external parties when
necessary to monitor and ensure compliance with the various applicable federal, state and local laws, rules and regulations, as well as requirements of
applicable accrediting organizations.
If we fail to comply with applicable laws and regulations, we could be subjected to liabilities, including criminal penalties, civil penalties (including the loss of
our licenses to operate one or more of our businesses) and/or exclusion of a facility from participation in the Medicare, Medicaid and other federal and state
health care programs. If any of our facilities were to lose its accreditation or otherwise lose its certification under the Medicare and Medicaid programs, the
facility would be unable to receive reimbursement from the Medicare and Medicaid programs and other payors until it gains recertification or accreditation. We
believe our facilities are in substantial compliance with current applicable federal, state, local and independent review body regulations and standards. The
requirements for licensure, certification and accreditation are subject to change and, in order to remain qualified, it may become necessary for us to make
changes in our facilities, equipment, personnel and services in the future, which could have a material adverse impact on our operations.
Federal and State Anti-Fraud and Abuse Laws and Regulations
As a provider under the Medicare and Medicaid programs, we are subject to various anti-fraud and abuse laws, including the federal Anti-Kickback Statute, the
Stark or Physician Self-Referral Law, the False Claims Act, Civil Monetary Penalties Law and various state anti-fraud and abuse laws. These laws govern any
health care plans or programs that are funded by the United States government (other than certain federal employee health insurance benefits/programs), as
well as certain state health care programs that receive federal funds, such as Medicaid. Our compliance and ethics program is designed to ensure Amedisys
meets all applicable federal and state laws and regulations as well as industry standards.
Federal Anti-Kickback Statute ("AKS")
Subject to certain exceptions, the federal AKS prohibits any offer, payment, solicitation or receipt of any form of remuneration to induce or reward the referral
of business payable under a government health care program or in return for the purchase, lease,
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order, arranging for, or recommendation of items or services covered under a government health care program. The law also forbids the offer or transfer of
anything of value, including certain waivers of co-payment obligations and deductible amounts, to a beneficiary of Medicare or Medicaid that is likely to
influence the beneficiary’s selection of health care providers, again, subject to certain safe harbor exceptions. Violations of the federal AKS can trigger the
False Claims Act and Civil Monetary Penalties Law, potentially resulting in civil fines up to $27,894 for each violation, penalties of up to $124,732 (last
updated 2024) plus three times the amount of the improper remuneration, imprisonment and potentially, exclusion from furnishing services under any
government health care program. There are also criminal penalties under the AKS, and providers found to be in violation of the federal AKS can be excluded
from participation in federal health care programs.
Stark or Physician Self-Referral Law
The Stark Law, also known as the Physician Self-Referral Law, prohibits physicians from referring Medicare and Medicaid patients to entities for the provision
of designated health services with which they or any of their immediate family members have a direct or indirect financial relationship, unless an exception to
the law's prohibition is met. Sanctions for violating the Stark Law include penalties of up to $30,868 for each violation and up to $205,799 (last updated 2024)
for schemes to circumvent the Stark Law restrictions. There are a number of exceptions to the self-referral prohibition, including employment contracts and
leases, that may be used so long as the arrangement adheres to certain enumerated requirements. Violations of the Stark Law may also result in payment
denials, False Claims Act scrutiny, additional civil monetary penalties and federal program exclusion.
The False Claims Act
The federal False Claims Act ("FCA") prohibits false claims or requests for payment for health care services. Under the FCA, the government may penalize
any person who knowingly submits, or participates in submitting, claims for payment to the federal government which are false or fraudulent, or which contain
false or misleading information. Any person who knowingly makes or uses a false record or statement to avoid paying the federal government, or knowingly
conceals or avoids an obligation to pay money to the federal government, may also be subject to fines under the FCA. Under the FCA, the term “person” means
an individual, company or corporation.
The federal government has used the FCA to prosecute Medicare and other governmental program fraud in areas such as violations of the federal Anti-
Kickback Statute or the Stark Law, coding errors, billing for services not provided and submitting false cost reports. The FCA has also been used to prosecute
people or entities that bill services at a higher reimbursement rate than is allowed and that bill for care that is not medically necessary. In addition to
government enforcement, the FCA authorizes private citizens to bring qui tam or “whistleblower” lawsuits, greatly extending the practical reach of the FCA.
The per-claim maximum penalty is $27,894 (last updated 2024).
The Fraud Enforcement and Recovery Act of 2009 (“FERA”) amended the FCA with the intent of enhancing the powers of government enforcement
authorities and whistleblowers to bring FCA cases. In particular, FERA attempts to clarify that liability may be established not only for false claims submitted
directly to the government, but also for claims submitted to government contractors and grantees. FERA also seeks to clarify that liability exists for attempts to
avoid repayment of overpayments, including improper retention of federal funds. FERA also included amendments to FCA procedures, expanding the
government’s ability to use the Civil Investigative Demand process to investigate defendants, and permitting government complaints and intervention to relate
back to the filing of the whistleblower’s original complaint. FERA is likely to increase both the volume and liability exposure of FCA cases brought against
health care providers.
In the Patient Protection and Affordable Care Act (enacted in 2010), Congress enacted requirements related to identifying and returning overpayments made
under Medicare and Medicaid. CMS finalized regulations regarding this so-called “60-day rule,” which requires providers to report and return Medicare and
Medicaid overpayments within 60 days of identifying the overpayment. A provider who retains identified overpayments beyond 60 days may be liable under
the FCA. Modifications to the 60-day rule became effective on January 1, 2025. The updated rule makes three material changes: (1) the rule updates the
standard for determining when an overpayment is “identified;” (2) the rule imposes the obligation to report and return overpayments, regardless of whether the
precise amount is calculated; and (3) the rule suspends the obligation to report and return overpayments for up to 180 days if, after identifying an overpayment,
the provider conducts a timely, good-faith investigation to determine whether related overpayments exist. The updated rule maintains the six-year lookback
period, meaning overpayments must be reported and returned if a person identifies the overpayment within six years of the date the overpayment was received.
Providers must report and return overpayments even if they did not cause the overpayment.
In addition to the FCA, the federal government may use several criminal statutes to prosecute the submission of false or fraudulent claims for payment to the
federal government. Many states have similar false claims statutes that impose liability for
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the types of acts prohibited by the False Claims Act. As part of the Deficit Reduction Act of 2005 (the “DRA”), Congress provides states an incentive to adopt
state false claims acts consistent with the federal FCA. Additionally, the DRA requires providers who receive $5 million or more annually from Medicaid to
include information on federal and state false claims acts, whistleblower protections and the providers’ own policies on detecting and preventing fraud in their
written employee policies.
Civil Monetary Penalties Law
HHS may impose civil monetary penalties ("CMP") for a variety of civil offenses related to federal health care programs. They may be imposed upon any
person or entity who presents, or causes to be presented, certain ineligible claims for medical items or services, for providing improper inducements to
beneficiaries to obtain services, for payments to limit services to patients and for offenses related to relationships with excluded individuals, among other
things.
The penalty for knowing and willful solicitation, receipt, offer or payment of remuneration for referring an individual for a service or for purchasing, leasing or
ordering an item to be paid for by a federal health care program increased from $120,816 to $124,732, and the CMP for beneficiary inducement increased from
$24,164 to $24,947 per occurrence.
State Laws
In addition to federal laws, some states in which we operate generally have laws that prohibit kickbacks in exchange for referrals, certain direct or indirect
payments or fee-splitting arrangements between health care providers, improper physician referrals, beneficiary inducements and false or improperly billed
claims. The available guidance and enforcement activity associated with such state laws vary considerably but, in some cases, may be stricter than federal law.
Federal and State Privacy and Security Laws
The Health Insurance Portability and Accountability Act of 1996 ("HIPAA") requires us to comply with standards for the use and disclosure of health
information within our company and with third parties, such as payors, business associates and patients. These include standards for common health care
transactions, such as claims information, plan eligibility and payment information, standards for the use of electronic signatures and unique identifiers for
providers, employers, health plans and individuals as well as standards for privacy, security and breach notification and enforcement.
The HIPAA transaction regulations establish form, format and data content requirements for most electronic health care transactions, such as health care claims
that are submitted electronically. The HIPAA privacy regulations establish comprehensive requirements relating to the use and disclosure of protected health
information. The HIPAA security regulations establish minimum standards for the protection of protected health information that is stored or transmitted
electronically. The HIPAA breach notification regulations establish the applicable requirements for notifying individuals, HHS and the media in the event of a
data breach affecting protected health information. Violations of the privacy, security and breach notification regulations are punishable by civil and criminal
penalties and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and
corrective action plan with HHS to settle allegations of HIPAA non-compliance.
Currently, civil monetary penalties for HIPAA violations can range from $141 per violation to a maximum fine of $2.134 million for multiple violations of the
same provision during a calendar year. To date, the largest penalty imposed by HHS following a data breach is $16 million. State attorneys general may also
bring civil enforcement actions under HIPAA, and attorneys general are actively engaged in enforcement. These penalties could be in addition to other
penalties assessed by a state for a breach which would be considered reportable under a particular state’s data breach notification laws.
Changes to HIPAA have stimulated increased enforcement activity and enhanced the potential that health care providers will be subject to financial penalties
for violations of HIPAA. In addition, the Secretary of HHS is required to perform periodic audits to ensure covered entities (and their business associates, as
that term is defined under HIPAA) comply with the applicable HIPAA requirements, increasing the likelihood that a HIPAA violation will result in an
enforcement action.
In addition to the federal HIPAA regulations, most states also have laws that protect the confidentiality of health information and other personally identifiable
information, and these laws may be broader in scope with respect to protected health information and other personal information than HIPAA. Some of these
state laws grant individuals rights with respect to personal information. Many of them exempt entities that are subject to HIPAA through entity-level
exemptions, while others only exempt information subject to HIPAA (e.g., protected health information ("PHI")) while still maintaining applicability over other
personal information. Several new state privacy laws went into effect on January 1, 2025. We may be required to expend significant resources to comply with
these laws. Further, all 50 states, the U.S. territories and the District of Columbia have adopted data breach notification laws that impose, in varying degrees, an
obligation to notify affected persons and/or state
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regulators in the event of a data breach or compromise, including when their personal information has or may have been accessed by an unauthorized person.
Some state breach notification laws may also impose physical and electronic security requirements regarding the safeguarding of personal information, such as
social security numbers and bank and credit card account numbers. Violation of state privacy, security and breach notification laws can trigger significant
monetary penalties. In addition, certain states’ privacy, security and data breach laws, including, for example, the California Consumer Privacy Act, as amended
by the California Privacy Rights Act ("CCPA"), include private rights of action, in addition to any available common law theories, that may expose us to
private litigation regarding our privacy practices and significant damages awards or settlements in civil litigation.
U.S. Food and Drug Administration ("FDA") Regulation
The FDA regulates medical device user facilities, which include home health care providers. FDA regulations require user facilities to report patient deaths and
serious injuries to the FDA and/or the manufacturer of a device used by the facility if the device may have caused or contributed to the death or serious injury
of any patient. FDA regulations also require user facilities to maintain files related to adverse events and to establish and implement appropriate procedures to
ensure compliance with the above reporting and recordkeeping requirements. User facilities are subject to FDA inspection, and noncompliance with applicable
requirements may result in warning letters or sanctions including civil monetary penalties, injunction, product seizure, criminal fines and/or imprisonment.
The Improving Medicare Post-Acute Care Transformation Act
In October 2014, the Improving Medicare Post-Acute Care Transformation Act (“IMPACT Act”) was signed into law requiring the reporting of standardized
patient assessment data for quality improvement, payment and discharge planning purposes across the spectrum of post-acute care providers (“PACs”),
including skilled nursing facilities and home health agencies. The IMPACT Act requires PACs to report: (1) standardized patient assessment data at admission
and discharge; (2) quality measures, including functional status, skin integrity, medication reconciliation, incidence of major falls and patient preference
regarding treatment and discharge; and (3) resource use measures, including Medicare spending per beneficiary, discharge to community and hospitalization
rates of potentially preventable readmissions. Failure to report such data when required would subject a facility to a two percent reduction in market basket
prices then in effect.
The IMPACT Act further requires HHS and the Medicare Payment Advisory Commission (“MedPAC”), a commission chartered by Congress to advise it on
Medicare payment issues, to study alternative PAC payment models, including payment based upon individual patient characteristics and not care setting, with
corresponding Congressional reports required based on such analysis. The IMPACT Act also includes provisions impacting Medicare-certified hospices,
including: (1) increasing survey frequency for Medicare-certified hospices to once every 36 months; (2) imposing a medical review process for facilities with a
high percentage of stays in excess of 180 days; and (3) updating the annual aggregate Medicare payment cap.
Review Choice Demonstration for Home Health Services ("RCD")
Effective June 1, 2024, CMS extended RCD for an additional five years. The demonstration will be continuing in the current demonstration states of Illinois,
Ohio, Texas, North Carolina, Florida and Oklahoma. CMS' RCD provided HHAs in the demonstration states with three options in the initial selection period:
pre-claim review of all claims, post-payment review of all claims or minimal post-payment review with a 25% payment reduction for all home health services.
As part of the extension, CMS is removing the option for minimal review with a 25% payment reduction from the initial choice selections. Under the pre-claim
review and post-payment review options, provider claims are reviewed for every episode of care until the appropriate claim approval rate (90% based on a
minimum of ten pre-claim requests or claims submitted) is reached. Further, once the appropriate claim approval rate is reached and maintained for six months,
a provider can elect to opt out of pre-claim review or post-payment review of all claims and choose selective post-payment review, a spot check of a
statistically valid random sample of claims determined by the Medicare Administrative Contractor ("MAC") to ensure continued compliance. Amedisys has
elected the pre-claim review option.
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Targeted Probe and Educate Program ("TPE")
CMS' TPE program is designed to help reduce provider claim denials and educate providers on appropriate billing practices. Under the TPE program, MACs
use data analysis to identify providers who have high claim error rates, unusual billing practices or provide services that have high national error rates. If a
provider is selected for a TPE review by a MAC, the initial volume of claims reviewed is limited to 20 to 40 claims. If the provider is deemed compliant, it will
not be reviewed on the particular topic for that review for one year; however, if errors are identified, the provider has 45 days to make changes and
improvements. If a provider cannot correct the errors after the 45-day period, it will be referred to one-on-one education sessions. The TPE process can include
up to three rounds of claims review, if necessary, with corresponding provider education and a subsequent period to allow for improvement. If results do not
improve sufficiently after three rounds, the MAC may refer the provider to CMS for further action which may include 100% prepay review, extrapolation,
referral to a Recovery Auditor and/or referral for revocation from the Medicare program.
Home Health Value-Based Purchasing
On January 1, 2016, CMS implemented Home Health Value-Based Purchasing ("HHVBP"). The HHVBP model was designed to give Medicare-certified home
health agencies incentives or penalties in order to provide higher quality and more efficient care. In November 2021, CMS issued the Calendar Year 2022
Home Health Final Rule for Medicare home health providers which provided for the expansion of the HHVBP model to all 50 states beginning January 1, 2023
with calendar year 2023 being the first performance year and calendar year 2025 being the first payment year with a proposed maximum payment adjustment,
up or down, of 5%.
HHAs receive adjustments to their Medicare fee-for-service payments based on their performance against a set of quality measures, relative to their peers’
performance. Performance on these quality measures in a specified year (performance year) impacts payment adjustments in a later year (payment year).
Cohorts are determined based on each HHA’s unique beneficiary count in the prior calendar year. HHAs are assigned to either a nationwide larger-volume
cohort or a nationwide smaller-volume cohort in order to group HHAs that are of similar size and are more likely to receive scores on the same set of measures
for purposes of setting benchmarks and achievement thresholds and determining payment adjustments.
As set forth in the 2025 Home Health Final Rule, CMS is finalizing new measures and modifying one existing measure related to the social determinants of
health category and updating the OASIS all payor data collection for HHVBP. The new measures, which involve living situations, food security and utilities,
will begin in 2027.
Home Health Payment Reform
PDGM, which became effective on January 1, 2020, adjusts payments to home health agencies based on patient characteristics for 30-day periods of care.
While the payment changes under PDGM were to be implemented in a budget neutral manner to the industry, the ultimate impact varied by provider based on
factors including patient mix and admission source. Additionally, CMS made assumptions about behavior changes that were expected to occur as a result of the
transition to PDGM. The behavior change assumptions were finalized in the Calendar Year 2020 Home Health Final Rule released on October 31, 2019 and
resulted in a 4.36% reduction to reimbursement. The behavior changes were related to coding practices, low utilization payment adjustment ("LUPA")
management and co-morbidities. CMS is required by law to analyze data for calendar years 2020-2026, retrospectively, to determine the impact of the
difference between assumed and actual behavior changes and to make any such payment changes as are necessary to offset or supplement the adjustments
based on anticipated behavior.
On October 31, 2022, CMS issued the CY 2023 Final Rule for Medicare home health providers, which finalized a methodology for analyzing differences
between assumed and actual behavior changes and determined that a permanent adjustment was needed. The final rule included a -3.5% permanent reduction to
reimbursement based on the difference between assumed and actual behavior changes resulting from the implementation of PDGM. The -3.5% permanent
adjustment was derived from a -3.925% adjustment which was only applied to the 30-day payment rate and not the low utilization payment adjustment. The
-3.925% was only half of the total proposed adjustment. The remaining adjustment was to be considered in future rulemaking.
On July 5, 2023, the National Association for Home Care and Hospice ("NAHC"), the leading national home health trade association, filed suit against CMS in
the United States District Court for the District of Columbia over the implementation of the payment cuts CMS made in the CY 2023 Final Rule for Medicare
home health providers effective January 1, 2023. The primary claim in the lawsuit is that the methodology violated the plain language of the Medicare law. On
April 26, 2024, the U.S. District Court for the District of Columbia dismissed the case, ruling that NAHC skipped an agency review process prior to filing suit.
NAHC is considering an appeal.
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On November 1, 2023, CMS issued the CY 2024 Final Rule for Medicare home health providers. CMS estimated that the final rule would result in a 0.8%
increase in payments to home health providers. This increase was the result of a 3.0% payment update (3.3% market basket adjustment less a 0.3% productivity
adjustment) and an increase of 0.4% for the update to the fixed-dollar loss ratio used in determining outlier payments offset by a permanent adjustment of
-2.6% based on the difference between assumed and actual behavior changes resulting from the implementation of PDGM. The -2.6% permanent adjustment
was derived from a -2.890% adjustment which was only applied to the 30-day payment rate and not the low utilization payment adjustment. The -2.890%
adjustment was only half of the total proposed adjustment. The remaining adjustment was to be considered in future rulemaking.
On November 1, 2024, CMS issued the CY 2025 Final Rule for Medicare home health providers. CMS estimates that the final rule will result in a 0.5%
increase in payments to home health providers. This increase is the result of a 2.7% payment update (3.2% market basket adjustment less a 0.5% productivity
adjustment) offset by a decrease of 0.4% for the update to the fixed-dollar loss ratio used in determining outlier payments and a permanent adjustment of -1.8%
based on the difference between assumed and actual behavior changes resulting from the implementation of PDGM. Based on our analysis of the final rule, we
expect our impact to be in line with the 0.5% increase.
In addition to permanent adjustments, CMS also has the discretion to make temporary adjustments through calendar year 2026; however, CMS has elected not
to implement a temporary adjustment thus far. As stated in the CY 2025 Final Rule, the total temporary adjustment calculated for CY 2020 through CY 2023 is
$4.5 billion. In future rule making, CMS will propose that the temporary adjustment dollar amount be converted to a factor that is applied to the base payment
rate.
Environmental and Climate Change Matters
We are committed to transparency around our environmental footprint and climate-related risks and opportunities. We have adopted an integrated approach to
address the impacts of climate change on our business, with cross-disciplinary teams responsible for managing climate-related activities, initiatives and
policies. Strategies and progress toward our goals are reviewed with senior leadership and the Nominating and Corporate Governance Committee of our Board
of Directors. For more information regarding climate change and its possible adverse impact on us, see “Item 1A. Risk Factors — Risks Related to Our
Operations — Our operations could be impacted by war, terrorism, natural or man-made disasters and climate change” in this Annual Report on Form 10-K.
Use of Artificial Intelligence
We are deploying innovative programs, such as artificial intelligence, including generative artificial intelligence and similar tools and technologies
(collectively, “AI”), to improve or enhance patient workflows and predictive analytics. Any creation, use, or deployment of AI may subject us to additional
risks under HIPAA and other health privacy laws and regulations. To the extent we use personally identifiable information to train AI, we are required to follow
laws, regulations and contractual requirements on uses and disclosures of personally identifiable information, which may require us to obtain patient
authorizations or to de-identify personally identifiable information. In addition, the Federal Trade Commission (“FTC”) has announced that they are taking a
closer look at how AI is developed and used, including evaluating claims by companies regarding AI that could be false or misleading, to take appropriate steps
to reduce biases. See “Item 1A. Risk Factors — Risks Related to Our Operations — We utilize artificial intelligence, which could expose us to liability or
adversely affect our business, especially if we are unable to compete effectively with others in adopting artificial intelligence.”
Our Competitors
There are few barriers to entry in the home health and hospice jurisdictions that do not require a CON, POA or FNR. Our primary competition in these
jurisdictions comes from local privately-owned, publicly-owned and hospital-owned health care providers. We compete based on the quality of services, the
availability of personnel, expertise of visiting staff and, in certain instances, on the price of our services. In addition, we compete with a number of non-profit
organizations that finance acquisitions and capital expenditures on a tax-exempt basis or receive charitable contributions that are unavailable to us.
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Available Information
Our company website address is www.amedisys.com. We use our website as a channel of distribution for important company information. Important
information, including press releases, analyst presentations and financial information regarding our company, is routinely posted on and accessible on the
Investor Relations subpage of our website, which is accessible by clicking on the tab labeled “Investors” on our website home page. Visitors to our website can
also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Investor Relations subpage of our
website. In addition, we make available on the Investor Relations subpage of our website (under the link “SEC Filings”), free of charge, our annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, ownership reports on Forms 3, 4 and 5 and any amendments to those reports as soon
as reasonably practicable after we electronically file or furnish such reports with the Securities and Exchange Commission ("SEC"). Further, copies of our
Certificate of Incorporation and Bylaws, our Code of Ethical Business Conduct, our Corporate Governance Guidelines and the charters for the Audit,
Compensation, Quality of Care, Compliance and Ethics and Nominating and Corporate Governance Committees of our Board are also available on the Investor
Relations subpage of our website (under the link “Governance”). Reference to our website does not constitute incorporation by reference of the information
contained on the website and should not be considered part of this document.
Our electronically filed reports can also be obtained on the SEC’s internet site at http://www.sec.gov.
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ITEM 1A. RISK FACTORS
The risks described below, and risks described elsewhere in this Form 10-K, could have a material adverse effect on our business and consolidated financial
condition, results of operations and cash flows and the actual outcome of matters as to which forward-looking statements are made in this Form 10-K. The risk
factors described below and elsewhere in this Form 10-K are not the only risks faced by Amedisys. Our business and consolidated financial condition, results
of operations and cash flows may also be materially adversely affected by factors that are not currently known to us, by factors that we currently consider
immaterial or by factors that are not specific to us, such as general economic conditions.
If any of the following risks are actually realized, our business and consolidated financial condition, results of operations and cash flows could be materially
adversely affected. In that case, the trading price of our common stock could decline.
You should refer to the explanation of the qualifications and limitations on forward-looking statements under “Special Caution Concerning Forward-Looking
Statements.” All forward-looking statements made by us are qualified by the risk factors described below.
Risk Factor Summary
The following is a summary of the principal risks that could adversely affect our business, operations and financial results:
•
The proposed Merger is subject to the satisfaction of certain closing conditions, including government consents and approvals, some or all of which
may not be satisfied or completed by the end of the Waiver Period (as defined in the Waiver (as defined below)), if at all.
•
We may not complete the proposed Merger by the end of the Waiver Period or at all, which could have an adverse effect on our business, financial
results and/or operations.
•
We are subject to various uncertainties while the Merger is pending that may cause disruption and may make it more difficult to maintain relationships
with employees, customers and other third-party business partners.
•
In certain instances, the Merger Agreement requires us to pay a termination fee to UnitedHealth Group, which could affect the decisions of a third-
party considering making an alternative acquisition proposal.
•
We have incurred, and will continue to incur, direct and indirect costs as a result of the Merger.
•
Litigation challenging the Merger Agreement may prevent the Merger from being consummated by the end of the Waiver Period or at all.
•
Federal and state changes to reimbursement and other aspects of Medicare and Medicaid could have a material adverse effect on our business and
consolidated financial condition, results of operations and cash flows.
•
Future cost containment initiatives undertaken by private third-party payors may limit our future revenue and profitability.
•
Possible changes in the case mix of patients, as well as payor mix and payment methodologies, could have a material adverse effect on our business
and consolidated financial condition, results of operations and cash flows.
•
Our failure to negotiate favorable managed care contracts, or our loss of existing favorable managed care contracts, could have a material adverse
effect on our business and consolidated financial condition, results of operations and cash flows.
•
Quality reporting requirements may negatively impact Medicare reimbursement.
•
Value-based purchasing may negatively impact Medicare reimbursement.
•
Any economic downturn, deepening of an economic downturn, continued deficit spending by the federal government, reductions in government
spending for healthcare programs or state budget pressures may result in a reduction in payments and covered services.
•
A shortage of qualified clinicians, such as nurses and therapists, could materially impact our ability to attract, train and retain qualified personnel and
could increase operating costs.
•
We may be more vulnerable to the effects of a public health emergency than other businesses due to the nature of our patient population and the
physical proximity required by our operations, which could harm our business disproportionately to other businesses.
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•
Because we are limited in our ability to control rates received for our services, our business and consolidated financial condition, results of operations
and cash flows could be materially adversely affected if we are not able to maintain or reduce our costs to provide such services.
•
If we are unable to consistently provide high quality of care, our business will be adversely impacted.
•
If we are unable to maintain relationships with existing patient referral sources, our business and consolidated financial condition, results of operations
and cash flows could be materially adversely affected.
•
Our industry is highly competitive, with few barriers to entry in certain states.
•
The success of our high acuity care segment depends on our ability to enter into capitation and other forms of risk-based contracts with managed care
health plans. If we are unsuccessful in obtaining these contracts or if we are unsuccessful in managing costs associated with risk-based contracts, our
business and consolidated financial condition, results of operations and cash flows could be materially adversely affected.
•
Our business depends on our information systems. A cyber-attack, security breach or our inability to effectively integrate, manage and keep our
information systems secure and operational could disrupt our operations.
•
Software outages or disruptions, including due to cyberattacks, defects or other unanticipated performance problems, could adversely affect our
business, results of operations and financial condition.
•
Our insurance liability coverage may not be sufficient for our business needs.
•
We may be subject to substantial malpractice or other similar claims.
•
If we are unable to maintain our corporate reputation, our business may suffer.
•
A write off of a significant amount of intangible assets or long-lived assets could have a material adverse effect on our consolidated financial condition
and results of operations.
•
Our operations could be impacted by war, terrorism, natural or man-made disasters and climate change.
•
Inflation in the economy and new or increased tariffs could negatively impact our business and results of operations.
•
We utilize artificial intelligence, which could expose us to liability or adversely affect our business, especially if we are unable to compete effectively
with others in adopting artificial intelligence.
•
Our long-term growth strategy depends on our ability to acquire additional care centers and integrate and operate these care centers effectively, make
investments and enter into joint ventures and other strategic relationships. If our long-term growth strategy is unsuccessful or we are not able to
successfully integrate newly acquired care centers into our existing operations, our business and consolidated financial condition, results of operations
and cash flows could be materially adversely affected.
•
The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us, and as a result, we may face
unexpected liabilities.
•
State efforts to regulate the establishment or expansion of health care providers could impair our ability to expand our operations.
•
Federal regulation may impair our ability to consummate acquisitions or open new care centers.
•
Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we have sold could adversely
affect our business and consolidated financial condition, results of operations and cash flows.
•
We are subject to extensive government regulation. Any changes to the laws and regulations governing our business, or to the interpretation and
enforcement of those laws or regulations, could have a material adverse effect on our business and consolidated financial condition, results of
operations and cash flows.
•
We face periodic and routine reviews, audits and investigations under our contracts with federal and state government agencies and private payors, and
these audits could have adverse findings that may negatively impact our business.
•
If a care center fails to comply with the conditions of participation in the Medicare program, that care center could be subjected to sanctions or
terminated from the Medicare program.
•
We are subject to federal and state laws that govern our financial relationships with physicians and other health care providers, including potential or
current referral sources.
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•
The No Surprises Act and similar price transparency initiatives could impact our relationships with patients and insurers.
•
Delays in payment may cause liquidity problems.
•
Changes in units of payment for home health agencies could reduce our Medicare home health reimbursement levels.
•
The volatility and disruption of the capital and credit markets and adverse changes in the United States and global economies could impact our ability
to access both available and affordable financing, and without such financing, we may be unable to achieve our objectives for strategic acquisitions
and internal growth.
•
Our indebtedness could impact our financial condition and impair our ability to fulfill other obligations.
•
The agreements governing our indebtedness contain various covenants that limit our discretion in the operation of our business, and our failure to
satisfy requirements in these agreements could have a material adverse effect on our business and consolidated financial condition, results of
operations and cash flows.
•
The price of our common stock has been and may continue to be volatile, which could lead to securities litigation brought against us or cause investors
to lose the value of their investment.
•
Our Board of Directors may use anti-takeover provisions or issue stock to discourage a change of control.
•
Our Bylaws designate the Court of Chancery of the State of Delaware or, if the Court of Chancery does not have jurisdiction, the federal court for the
District of Delaware, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which
could discourage lawsuits against us and our directors, officers, employees and stockholders.
Risks Related to the Proposed Merger with UnitedHealth Group Incorporated ("UnitedHealth Group")
The proposed Merger is subject to the satisfaction of certain closing conditions, including government consents and approvals, some or all of which may
not be satisfied or completed by the end of the Waiver Period (as defined in the Waiver (as defined below)), if at all.
Completion of the Merger is subject to a number of closing conditions, including obtaining the approval of our stockholders, which approval was obtained on
September 8, 2023, the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, the receipt of the required state regulatory approvals, the absence of any law or order that has the effect of enjoining or
otherwise prohibiting the completion of the Merger, and the expiration or termination of the waiting period (and any extension thereof) applicable to the
consummation of the transactions contemplated by the Merger Agreement under all applicable antitrust laws without the imposition by any governmental entity
of any term, condition, obligation, requirement, limitation, prohibition, remedy, sanction or other action that has resulted in or would reasonably be expected to
result in a Burdensome Condition (as defined in the Merger Agreement, as modified by the Waiver).
Each party’s obligation to consummate the Merger is also subject to, among other conditions, the accuracy of the representations and warranties of the other
party (subject to certain exceptions) and performance by each party of its respective obligations under the Merger Agreement, including an agreement by us to
use our reasonable best efforts to carry on our business in all material respects in the ordinary course, consistent with past practice, and to preserve our business
organization and relationships with customers, suppliers, licensors, licensees and other third parties, and to comply with certain operating covenants. In
addition, the Merger Agreement may be terminated under certain specified circumstances, including, but not limited to, (i) by mutual written consent, (ii) if a
governmental authority of competent jurisdiction issues a final, non-appealable order prohibiting the consummation of the Merger, (iii) if the Merger has not
been successfully completed by the "outside date" (as defined in the Merger Agreement, as modified by the Waiver (as defined below)), and (iv) following a
breach by the other party of its representations or warranties or covenants contained in the Merger Agreement that would result in a failure of a condition to the
closing of the Merger, subject to cure rights. As a result, we cannot assure you that the Merger will be completed, even though our stockholders approved the
Merger, or that, if completed, it will be exactly on the terms set forth in the Merger Agreement or by the end of the Waiver Period.
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On November 12, 2024, the U.S. Department of Justice ("DOJ") and certain other parties commenced the DOJ Action (as defined below) against Amedisys and
UnitedHealth Group to block the Merger. Amedisys continues to support UnitedHealth Group in working toward closing the Merger. Given the uncertainty
associated with the timing and resolution of the DOJ Action and the time necessary to close the transactions contemplated by the Merger Agreement, we cannot
predict when or if the conditions to the Merger will be satisfied. See Part I, Item 1A. “Risk Factors – We may not complete the proposed Merger by the end of
the Waiver Period or at all, which could have an adverse effect on our business, financial results and/or operations” for additional information.
On December 26, 2024, the parties to the Merger Agreement entered into a waiver (the “Waiver”) pursuant to which, among other things, Amedisys and
UnitedHealth Group each waived its right to terminate the Merger Agreement due to a failure of the Merger to have been consummated by the outside date
until the earlier of (i) 5:00 p.m. (New York time) on the tenth business day following a final order (whether or not appealable) issued by the U.S. District Court
for the District of Maryland with respect to the complaint filed by the DOJ and certain other parties regarding the Merger and the other transactions
contemplated by the Merger Agreement that permanently prohibits the consummation of the Merger and (ii) 11:59 p.m. (New York time) on December 31,
2025.
We can provide no assurance that all required consents and approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if
applicable), and, even if all required consents and approvals can be obtained and all closing conditions are satisfied (or waived, if applicable), we can provide
no assurance as to the terms, conditions and timing of such consents and approvals or the timing of the completion of the Merger. Many of the conditions to
completion of the Merger are not within our control, and we cannot predict when or if these conditions will be satisfied (or waived, if applicable). Any adverse
consequence of the pending Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.
We may not complete the proposed Merger by the end of the Waiver Period or at all, which could have an adverse effect on our business, financial results
and/or operations.
The proposed Merger may not be completed by the end of the Waiver Period or at all, as a result of various factors and conditions, some of which may be
beyond our control. Given the uncertainty associated with the timing and the resolution of the DOJ Action and the time necessary to close the transactions
contemplated by the Merger Agreement, we cannot predict when or if the conditions to the Merger will be satisfied. If the DOJ prevails to block the Merger, or
if the Merger is not completed for any other reason, our stockholders will not receive any payment for their shares of our common stock in connection with the
Merger. Instead, we will remain a public company, our common stock will continue to be listed and traded on The Nasdaq Global Select Market and registered
under the Exchange Act, and we will be required to continue to file periodic reports with the SEC. Moreover, our ongoing business may be materially adversely
affected, and we would be subject to a number of risks, including the following:
•
we may experience negative reactions from the financial markets, including negative impacts on our stock price, and it is uncertain when, if ever, the
price of our shares would return to the prices at which our shares currently trade;
•
we may experience negative publicity, which could have an adverse effect on our ongoing operations including, but not limited to, retaining and
attracting employees, customers, partners, suppliers and others with whom we do business;
•
we will still be required to pay certain significant costs relating to the Merger, such as legal, accounting, financial advisory, printing and other
professional services fees, which may relate to activities that we would not have undertaken other than in connection with the Merger;
•
we may be required to pay a termination fee to UnitedHealth Group of $125,000,000, as required under the Merger Agreement under certain
circumstances;
•
we may be required to reimburse UnitedHealth Group for the $106,000,000 termination fee payment that UnitedHealth Group, on our behalf, paid to
Option Care Health Inc. ("OPCH") in connection with the termination of the Agreement and Plan of Merger (the "OPCH Merger Agreement"), dated
as of May 3, 2023, by and among Amedisys, OPCH and Uintah Merger Sub, Inc. ("OPCH Merger Sub") under certain circumstances set forth in the
Merger Agreement (as modified by the Waiver);
•
while the Merger Agreement is in effect, we are subject to restrictions on our business activities, including, among other things, restrictions on our
ability to engage in certain kinds of material transactions that would reasonably be expected to materially delay or prevent the consummation of the
transaction contemplated by the Merger Agreement, which could prevent us from pursuing strategic business opportunities, taking actions with respect
to our business that we may consider advantageous and responding effectively and/or timely to competitive pressures and industry
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developments, and may, as a result, materially adversely affect our business, results of operations and financial condition;
•
matters relating to the Merger require substantial commitments of time and resources by our management, which could result in the distraction of
management from ongoing business operations and pursuing other opportunities that could have been beneficial to us; and
•
we may commit significant time and resources to defending against the DOJ Action or other litigation related to the Merger.
If the Merger is not consummated, the risks described above may materialize, and they may have a material adverse effect on our business operations, financial
results and stock price, particularly to the extent that the current market price of our common stock reflects an assumption that the Merger will be completed.
We are subject to various uncertainties while the Merger is pending that may cause disruption and may make it more difficult to maintain relationships
with employees, customers and other third-party business partners.
Our efforts to complete the Merger could cause substantial disruptions in, and create uncertainty surrounding, our business, which may materially adversely
affect our results of operations and our business. Uncertainty as to whether the Merger will be completed may affect our ability to recruit prospective
employees or to retain and motivate existing employees. Employee retention may be particularly challenging while the Merger is pending because employees
may experience uncertainty about their roles following the Merger. As mentioned above, a substantial amount of our management’s and employees’ attention is
being directed toward the completion of the Merger and thus is being diverted from our day-to-day operations. Uncertainty as to our future could adversely
affect our business and our relationship with customers and potential customers. For example, customers, suppliers and other third parties may defer decisions
concerning working with us or seek to change existing business relationships with us. Changes to or termination of existing business relationships could
adversely affect our revenue, earnings and financial condition, as well as the market price of our common stock. The adverse effects of the pendency of the
Merger could be exacerbated by any continued delays in completion of the Merger or termination of the Merger Agreement.
In certain instances, the Merger Agreement requires us to pay a termination fee to UnitedHealth Group, which could affect the decisions of a third-party
considering making an alternative acquisition proposal.
Under the terms of the Merger Agreement, we may be required to pay UnitedHealth Group a termination fee of $125,000,000 under specified conditions.
Further, under specified circumstances set forth in the Merger Agreement (as modified by the Waiver), we may be required to reimburse UnitedHealth Group
for the $106,000,000 termination fee payment that UnitedHealth Group, on our behalf, paid to OPCH in connection with the termination of the OPCH Merger
Agreement. These payments could affect the structure, pricing and terms proposed by a third-party seeking to acquire or merge with us and could discourage a
third-party from making a competing acquisition proposal, including a proposal that would be more favorable to our stockholders than the Merger.
We have incurred, and will continue to incur, direct and indirect costs as a result of the Merger.
We have incurred, and will continue to incur, significant costs and expenses, including regulatory costs, fees for professional services and other transaction
costs in connection with the Merger, for which we will have received little or no benefit if the Merger is not completed. There are a number of factors beyond
our control that could affect the total amount or the timing of these costs and expenses. Many of these fees and costs will be payable by us even if the Merger is
not completed and may relate to activities that we would not have undertaken other than to complete the Merger.
Litigation challenging the Merger Agreement may prevent the Merger from being consummated by the end of the Waiver Period or at all.
Following the announcement of the Merger and the filing of the Definitive Proxy Statement, purported stockholders filed complaints and sent Amedisys
demand letters alleging that the Definitive Proxy Statement omitted material information that rendered it misleading or incomplete in violation of federal
securities laws and that the Amedisys Board breached their fiduciary duties. Certain of the complaints have sought, among other things, an injunction enjoining
the consummation of the Merger unless and until certain additional information is disclosed to Amedisys stockholders, rescissory damages, an accounting to
the plaintiff for all damages suffered as a result of Amedisys' and Amedisys' Board's alleged wrongdoing, costs of the action including plaintiffs' attorneys' fees
and experts' fees, and other relief the court may deem just and proper. Amedisys also received a demand from a purported stockholder in connection with the
Definitive Proxy Statement seeking to inspect certain Amedisys corporate books and records under Section 220 of the Delaware General Corporation Law. See
the Company's Current Report on Form 8-K dated September 1, 2023 for additional information. Amedisys believes that the allegations in the
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complaints, demand letters and Section 220 demand letters lack merit and that Amedisys' disclosures have at all times complied with the applicable laws.
On November 12, 2024, the DOJ and the attorneys general of the states of Maryland, Illinois, New Jersey and New York filed a lawsuit commencing litigation
(the “DOJ Action”) against Amedisys and UnitedHealth Group in the U.S. District Court for the District of Maryland, alleging that the Merger, if
consummated, would violate Section 7 of the Clayton Act and so should be enjoined and that Amedisys committed certain violations of the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and requests civil penalties against Amedisys for alleged violations of Section 7A. We
believe the plaintiffs’ claims are without merit and intend to vigorously defend against such claims. The DOJ Action remains pending. The U.S. District Court
for the District of Maryland has tentatively set October 27, 2025 as the start date for the trial, but may reschedule the trial to begin later, on or about February 9,
2026. The U.S. District Court for the District of Maryland has stated that it will make a final determination as to the trial date in late August 2025.
Lawsuits may continue to be filed against us, our Board of Directors or other parties to the Merger Agreement, challenging the Merger or making other claims
in connection therewith. Such lawsuits may be brought by our purported stockholders and may seek, among other things, to enjoin consummation of the
Merger. One of the conditions to the consummation of the Merger is the absence of any order or law that has the effect of enjoining or otherwise prohibiting the
consummation of the Merger. As such, if the plaintiffs in such lawsuits are successful in obtaining an injunction prohibiting the defendants from completing the
Merger on the agreed upon terms, then such injunction may prevent the Merger from becoming effective, or from becoming effective by the end of the Waiver
Period.
Risks Related to Reimbursement
Federal and state changes to reimbursement and other aspects of Medicare and Medicaid could have a material adverse effect on our business and
consolidated financial condition, results of operations and cash flows.
Our net service revenue is primarily derived from Medicare, which accounted for 70%, 73% and 74% of our consolidated net service revenue during 2024,
2023 and 2022, respectively. Payments received from Medicare are subject to changes made through federal legislation. When such changes are implemented,
we must also modify our internal billing processes and procedures accordingly, which can require significant time and expense. These changes, as further
detailed in Part I, Item 1, “Business: Payment for Our Services,” can include changes to base payments and adjustments for home health services, changes to
cap limits and per diem rates for hospice services and changes to Medicare eligibility and documentation requirements or changes designed to restrict
utilization. Any such changes, including retroactive adjustments, adopted in the future by CMS could have a material adverse effect on our business and
consolidated financial condition, results of operations and cash flows.
The Affordable Care Act added Medicare requirements for face-to-face encounters to support claims for home health services. The requirements for face-to-
face encounters continue to be one of the most complex issues in the industry and can be the source of claims denials if not fulfilled. The Affordable Care Act
also provided that the requirements for face-to-face encounters in the provisions described above shall apply in the case of physicians making certifications for
home health under Medicaid in the same manner and to the same extent as such requirements apply under Medicare.
There are continuing efforts to reform governmental health care programs that could result in major changes in the health care delivery and reimbursement
system on a national and state level, including changes directly impacting the reimbursement systems for our home health and hospice care centers. The U.S.
federal budget is subject to change, there is a new administration, and the Medicare program is frequently mentioned as a target for spending cuts. Within the
Medicare program, the hospice benefit is often specifically targeted for cuts. The full impact on our business of any future cuts in Medicare or other programs
is uncertain. Though we cannot predict what, if any, reform proposals will be adopted, health care reform and legislation may have a material adverse effect on
our business and consolidated financial condition, results of operations and cash flows through decreasing payments made for our services.
We could also be affected adversely by the continuing efforts of governmental payors to contain health care costs. We cannot assure you that reimbursement
payments under governmental payor programs, including Medicare supplemental insurance policies, will remain at levels comparable to present levels or will
be sufficient to cover the costs allocable to patients eligible for reimbursement pursuant to these programs. Any such changes could have a material adverse
effect on our business and consolidated financial condition, results of operations and cash flows.
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Future cost containment initiatives undertaken by private third-party payors may limit our future revenue and profitability.
Our non-Medicare revenue and profitability are affected by continuing efforts of third-party payors to maintain or reduce costs of health care by lowering
payment rates, narrowing the scope of covered services, increasing case management review of services and negotiating pricing. There can be no assurance that
third-party payors will make timely payments for our services, and there is no assurance that we will continue to maintain our current payor or revenue mix.
We are continuing our efforts to develop our non-Medicare sources of revenue. Any changes in payment levels from current or future third-party payors could
have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.
Possible changes in the case mix of patients, as well as payor mix and payment methodologies, could have a material adverse effect on our business and
consolidated financial condition, results of operations and cash flows.
Our revenue is determined by a number of factors, including our mix of patients and the rates of payment among payors. Changes in the case mix of our
patients, payment methodologies or the payor mix among Medicare, Medicaid and private payors could have a material adverse effect on our business and
consolidated financial condition, results of operations and cash flows.
Our failure to negotiate favorable managed care contracts, or our loss of existing favorable managed care contracts, could have a material adverse effect
on our business and consolidated financial condition, results of operations and cash flows.
One of our strategies is to diversify our payor sources by increasing the business we do with managed care companies. We strive to put in place favorable
contracts with managed care payors; however, we may not be successful in these efforts. Additionally, there is a risk that the favorable managed care contracts
that we put in place may be terminated. Managed care contracts typically permit the payor to terminate the contract without cause, on very short notice,
typically 60 days, which can provide payors leverage to reduce volume or obtain favorable pricing. Our failure to negotiate and put in place favorable managed
care contracts, or our failure to maintain in place favorable managed care contracts, could have a material adverse effect on our business and consolidated
financial condition, results of operations and cash flows.
Quality reporting requirements may negatively impact Medicare reimbursement.
Hospice quality reporting was mandated by the PPACA, which directs the Secretary to establish quality reporting requirements for hospice programs. Failure to
submit required quality data will result in a specified reduction to the market basket percentage increase for that fiscal year. This quality reporting program is
currently “pay-for-reporting,” meaning it is the act of submitting data that determines compliance with program requirements.
Beginning in fiscal year ("FY") 2024 and for each subsequent year, hospices that fail to meet quality reporting requirements will receive a 4 percentage point
reduction to the annual hospice payment update percentage increase for the year. For example, the FY 2024 rate for hospices that did not submit the required
quality data would have been updated to -0.9%, which is the FY 2024 hospice payment update percentage of 3.1% minus 4 percentage points.
On July 30, 2024, CMS issued the 2025 Hospice Final Rule which provided updates to the Hospice Quality Reporting Program ("HQRP") for 2025. The rule
finalizes two new process measures for the HQRP, timely follow-up for pain impact and timely follow-up for non-pain symptom impact, which are expected to
begin in FY 2028. The reporting of these two measures would be through the new Hospice Outcomes and Patient Evaluation ("HOPE") instrument, described
below. These process measures address hospice care delivery as they document whether a follow-up visit occurred within 48 hours of an initial assessment
where there was an impact of moderate or severe symptoms with and without pain.
The rule also adopts and implements the HOPE patient-level data collection tool, beginning with FY 2025. HOPE will collect data at multiple time points
across the hospice stay, including admission, the HOPE Update Visit (“HUV”) and discharge. Compared to the Hospice Item Set ("HIS") (which only collects
data at hospice admission and discharge), HOPE will enable CMS to gather patient-level data during their hospice stay to improve patient quality of care. In
addition, HOPE includes several domains that are new or expanded relative to HIS, including: sociodemographic (updated), diagnoses (expanded), symptom
impact assessment, skin conditions and imminent death.
In addition, this rule finalizes changes to the Hospice Consumer Assessment of Healthcare Providers and Surveys ("CAHPS") based on the results of a mode
experiment conducted in 2021 and summarizes stakeholder input on potential data collection items related to four social determinants of health items relevant
to the HQRP (housing instability, food insecurity, utilities and transportation challenges).
The Social Security Act requires the submission of quality data by home health agencies. Failure to submit quality data will result in a 2% reduction in the
home health agency's annual home health payment update percentage. CMS has an explicit “Pay-
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for-Reporting Performance Requirement” by which provider compliance with quality reporting requirements can be measured. CMS also requires home health
agencies to report prescribed quality assessment data for a minimum of 90% of all patients.
The Improving Medicare Post-Acute Care Transformation Act of 2014 (the “IMPACT Act”) requires the submission of standardized data by home health
agencies and other providers. Specifically, the IMPACT Act requires, among other significant activities, the reporting of standardized patient assessment data
with regard to quality measures, resource use and other measures. Failure to report data as required will subject providers to a 2% reduction in market basket
prices then in effect.
There can be no assurance that all of our agencies will continue to meet quality reporting requirements in the future which may result in one or more of our
agencies seeing a reduction in its Medicare reimbursements. Regardless, we, like other healthcare providers, are likely to incur additional expenses in an effort
to comply with additional and changing quality reporting requirements.
Value-based purchasing may negatively impact Medicare reimbursement.
Both government and private payors are increasingly looking to value-based purchasing to contain costs. Value-based purchasing focuses on quality of
outcomes and efficiency of care, rather than quantity of care. Under the expanded model, home health agencies receive adjustments to their Medicare fee-for-
service payments based on their performance against a set of quality measures, relative to their peers' performance. Performance on these quality measures in a
specified year (performance year) impacts payment adjustments in a later year (payment year). CMS may also create a similar plan for hospices in the future.
Government and private payors’ implementation of value-based purchasing requirements could have a material adverse effect on our business and consolidated
financial condition, results of operations and cash flows. The Calendar Year 2024 Home Health Final Rule noted that agencies certified in the value-based
purchasing model before January 1, 2022 will have a reduction or an increase to their Medicare payments by up to 5% based on their performance on specified
quality measures, beginning in CY 2025.
Any economic downturn, deepening of an economic downturn, continued deficit spending by the federal government, reductions in government spending
for healthcare programs or state budget pressures may result in a reduction in payments and covered services.
Adverse developments in the United States could lead to a reduction in federal government expenditures, including governmentally funded programs in which
we participate, such as Medicare and Medicaid. In addition, if at any time the federal government is not able to meet its debt payments unless the federal debt
ceiling is raised, and legislation increasing the debt ceiling is not enacted, the federal government may stop or delay making payments on its obligations,
including funding for government programs in which we participate, such as Medicare and Medicaid. Failure of the government to make payments under these
programs could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows. Further, any failure by
the United States Congress to complete the federal budget process and fund government operations may result in a federal government shutdown, potentially
causing us to incur substantial costs without reimbursement under the Medicare program, which could have a material adverse effect on our business and
consolidated financial condition, results of operations and cash flows. As an example, the failure of the 2011 Joint Select Committee to meet its Deficit
Reduction goal resulted in a reduction in Medicare home health and hospice payments of 2% beginning April 1, 2013 ("sequestration" - suspended from May 1,
2020 through March 31, 2022; reinstated at 1% for the period April 1, 2022 through June 30, 2022 and at 2% thereafter). Moreover, the new U.S. presidential
administration has issued a number of executive orders intended to reduce government spending. New executive orders and legislation could change
reimbursement methodologies and/or the number of individuals eligible for government healthcare programs.
Historically, state budget pressures have resulted in reductions in state spending. Given that Medicaid outlays are a significant component of state budgets, we
can expect continuing cost containment pressures on Medicaid outlays for our services.
In addition, sustained unfavorable economic conditions may affect the number of patients enrolled in managed care programs and the profitability of managed
care companies, which could result in reduced payment rates and could have a material adverse effect on our business and consolidated financial condition,
results of operations and cash flows.
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Risks Related to our Operations
A shortage of qualified clinicians, such as nurses and therapists, could materially impact our ability to attract, train and retain qualified personnel and
could increase operating costs.
We compete for qualified personnel with other healthcare providers. Our ability to attract and retain clinicians depends on several factors, including our ability
to provide these personnel with attractive assignments and competitive salaries and benefits. We cannot be assured we will succeed in any of these areas. In
addition, there are shortages of qualified health care personnel in some of our markets. As a result, we may face higher costs of attracting clinicians and
providing them with more attractive benefit packages than we originally anticipated, or we may have to utilize contract clinicians, both of which could have a
material adverse effect on our business and consolidated financial condition, results of operations and cash flows. In addition, if we expand our operations into
geographic areas where health care providers historically have been unionized, or if any of our care center employees become unionized, being subject to a
collective bargaining agreement may have a negative impact on our ability to timely and successfully recruit qualified personnel and may increase our
operating costs. In some circumstances, we may have to hire contract clinicians to fulfill staffing needs, which could increase the risk of an adverse patient
event. Generally, if we are unable to attract and retain clinicians, the quality of our services may decline, and we could lose patients and referral sources, which
could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.
We may be more vulnerable to the effects of a public health emergency than other businesses due to the nature of our patient population and the physical
proximity required by our operations, which could harm our business disproportionately to other businesses.
The majority of our patients are older individuals and/or individuals with complex medical challenges or multiple ongoing diseases, many of whom may be
more vulnerable than the general public during a pandemic or in a public health emergency. Our employees are also at greater risk of contracting contagious
diseases due to their increased exposure to vulnerable individuals. Our employees could also have difficulty attending to our patients if a program of social
distancing or quarantine is instituted in response to a public health emergency. In addition, we may expand existing internal policies in a manner that may have
a similar effect. If the virus that causes COVID-19 and its potentially more contagious variants cause an additional resurgence of infections of COVID-19, if
new variants that are resistant to government approved COVID-19 vaccinations continue to emerge or if an influenza or other pandemic were to occur, we
could suffer significant losses to our patient population or a reduction in the availability of our employees and caregivers, and we could be required to hire
replacements for affected workers at an inflated cost. Accordingly, public health emergencies could have a disproportionate material adverse effect on our
financial condition, results of operations and cash flows.
Because we are limited in our ability to control rates received for our services, our business and consolidated financial condition, results of operations and
cash flows could be materially adversely affected if we are not able to maintain or reduce our costs to provide such services.
As Medicare is our primary payor and rates are established through federal legislation, we have to manage our costs of providing care to achieve a desired level
of profitability. Additionally, non-Medicare rates are difficult for us to negotiate as such payors are under pressure to reduce their own costs. As a result, we
manage our costs in order to achieve a desired level of profitability, including, but not limited to, centralization of various processes, the use of technology and
management of the number of employees utilized. If we are not able to continue to streamline our processes and reduce our costs, our business and
consolidated financial condition, results of operations and cash flows could be materially adversely affected.
If we are unable to consistently provide high quality of care, our business will be adversely impacted.
Providing quality patient care is the cornerstone of our business. We believe that hospitals, physicians and other referral sources refer patients to us in large part
because of our reputation for delivering quality care. Clinical quality has become increasingly important within our industry. Medicare imposes a financial
penalty upon hospitals that have excessive rates of patient readmissions within 30 days from hospital discharge. We believe this regulation provides a
competitive advantage to home health providers who can differentiate themselves based upon quality, particularly by lowering potentially preventable
hospitalizations and by implementing disease management programs designed to be responsive to the needs of patients served by referring hospitals. We are
focused intently upon improving our patient outcomes, particularly our potentially preventable hospitalizations. If we should fail to attain our goals regarding
potentially preventable hospitalizations and other quality metrics, we expect our ability to generate referrals would be adversely impacted, which could have a
material adverse effect upon our business and consolidated financial condition, results of operations and cash flows.
Additionally, Medicare has established consumer-facing websites, Home Health Compare and Hospice Compare, that present data regarding our performance
on certain quality measures compared to state and national averages. Failure to achieve or
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exceed these averages may negatively affect our rates of reimbursement and our ability to generate referrals, which could have a material adverse effect upon
our business and consolidated financial condition, results of operations and cash flows.
If we are unable to maintain relationships with existing patient referral sources, our business and consolidated financial condition, results of operations
and cash flows could be materially adversely affected.
Our success depends on referrals from physicians, hospitals and other sources in the communities we serve and on our ability to maintain good relationships
with existing referral sources. Our referral sources are not (and cannot be) contractually obligated to refer patients to us and may refer their patients to other
providers. Our growth and profitability depend, in part, on our ability to establish and maintain close working relationships with these patient referral sources
and to increase awareness and acceptance of the benefits of home health and hospice care by our referral sources and their patients. Our loss of, or failure to
maintain, existing relationships or our failure to develop new referral relationships could have a material adverse effect on our business and consolidated
financial condition, results of operations and cash flows.
Our industry is highly competitive, with few barriers to entry in certain states.
There are few barriers to entry in home health and hospice markets that do not require a CON, POA or FNR. Our primary competition comes from local
privately-owned, publicly-owned and hospital-owned health care providers. We compete based on the availability of personnel, the quality of services,
expertise of visiting staff and, in certain instances, on the price of our services. In addition, we compete with a number of non-profit organizations and tax-
supported governmental agencies that finance acquisitions and capital expenditures on a tax-exempt or tax-favorable basis or receive charitable contributions
that are unavailable to us. Increased competition in the future may limit our ability to maintain or increase our market share.
Further, the introduction of new and enhanced service offerings by others, in combination with industry consolidation and the development of strategic
relationships by our competitors (including mergers of competitors with each other and with insurers) could cause a decline in revenue or loss of market
acceptance of our services or make our services less attractive.
Managed care organizations and other third-party payors continue to consolidate, which enhances their ability to influence the delivery of health care services.
Consequently, the health care needs of patients in the United States are increasingly served by a smaller number of managed care organizations. These
organizations generally enter into service agreements with a limited number of providers. Our business and consolidated financial condition, results of
operations and cash flows could be materially adversely affected if these organizations terminate us as a provider and/or engage our competitors as a preferred
or exclusive provider. In addition, should private payors, including managed care payors, seek to negotiate additional discounted fee structures or the
assumption by health care providers of all or a portion of the financial risk through prepaid capitation arrangements, our business and consolidated financial
condition, results of operations and cash flows could be materially adversely affected.
If we are unable to react competitively to new developments, our operating results may suffer. State CON, POA or FNR laws often limit the ability of
competitors to enter into a given market, are not uniform throughout the United States and are frequently the subject of efforts to limit or repeal such laws. If
states remove existing CONs, POAs or FNRs, we could face increased competition in these states. There can be no assurances that other states will not seek to
eliminate or limit their existing CON, POA or FNR programs, which could lead to increased competition in these states. Further, we cannot assure you that we
will be able to compete successfully against current or future competitors, which could have a material adverse effect on our business and consolidated
financial condition, results of operations and cash flows.
The success of our high acuity care segment depends on our ability to enter into capitation and other forms of risk-based contracts with managed care
health plans. If we are unsuccessful in obtaining these contracts or if we are unsuccessful in managing costs associated with risk-based contracts, our
business and consolidated financial condition, results of operations and cash flows could be materially adversely affected.
Our acquisition of Contessa not only established the foundation for our high acuity care segment, but it also added key infrastructure to enable us to more
quickly and effectively enter into risk-based contracts with managed care health plans. Should our high acuity care joint venture partnerships not deliver
sufficient perceived value to managed care health plans, those health plans may limit or forego opportunities to partner with us in expanded risk-based
contracts. Additionally, assuming risk from managed care health plans requires that the appropriate clinical and operating protocols be in place to actuarially
assess eligible members and determine historical baseline healthcare expenditures, enroll eligible members into the program, effectuate a clinically effective
plan of care to treat those patients primarily in a home-based setting and coordinate care throughout various phases of the member’s treatment including
palliative care services. Should we be ineffective in identifying and enrolling members into the program or should the clinical treatment plans we implement
for enrolled members not result in reduced healthcare costs during the period in which those members are enrolled, we could incur significant additional costs
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under these contracts that exceed the revenues we receive. These negative outcomes could have a material adverse effect on our business and consolidated
financial condition, results of operations and cash flows.
Our business depends on our information systems. A cyber-attack, security breach or our inability to effectively integrate, manage and keep our
information systems secure and operational could disrupt our operations.
In general, all information systems, including those we host or have hosted by third parties, are vulnerable to damage or interruption from fire, flood, power
loss, telecommunications failure, human error, malicious acts, break-ins and other intentional or unintentional events. Our business is also at risk from and may
be materially impacted and/or disrupted by information security incidents, such as ransomware, malware, viruses, phishing, social engineering and other
security events. Such incidents can range from individual attempts to gain unauthorized access to information technology systems to more sophisticated
security threats. These events can also result from internal compromises, such as human error or a rogue employee or contractor, and can occur on our systems
or on the systems of our partners and subcontractors. Additionally, our current information systems are subject to other non-environmental risks, including
technological obsolescence, in some instances, which may create increased security and/or operational risk.
Our networks, systems and devices store sensitive information, including intellectual property, proprietary business information and personal information of
our patients, partners and employees. We have installed a number of protective technology systems and devices on our network, systems and point of care
tablets in an attempt to prevent unauthorized access to information created, received, transmitted and maintained by us. However, healthcare companies are
routinely targeted by threat actors, and no level of security can guarantee that cybersecurity incidents will not occur. In the event of a sophisticated ransomware
attack, malware, viruses, phishing or social engineering, our technology may fail to adequately secure the protected health information and personal
information we create, receive, transmit and maintain in our databases. In such circumstances, we may be held liable to our patients and regulators, which
could result in fines, litigation or adverse publicity that could have a material adverse effect on our business and consolidated financial condition, results of
operations and cash flows. Even if we are not held liable, any resulting negative publicity could harm our business and distract the attention of management.
As a healthcare provider, we face increased legal and regulatory compliance risk in the event of a cyberattack. Healthcare providers and health insurance plans
must comply with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") regulations regarding the privacy and security of protected
health information. The HIPAA regulations impose significant requirements on providers with regard to how such protected health information may be used
and disclosed. Further, the regulations include extensive and complex requirements for providers to establish reasonable and appropriate administrative,
technical and physical safeguards to ensure the confidentiality, integrity and availability of protected health information. HIPAA directs the Secretary of the
United States Department of Health and Human Services ("HHS") to provide for periodic audits to ensure covered entities (and their business associates, as
that term is defined under HIPAA) comply with the applicable HIPAA requirements. Entities within the U.S. that are found to be in violation of HIPAA may be
subject to significant civil, criminal and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a
resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance. Even when providers establish reasonable and
appropriate administrative, technical and physical safeguards, it is difficult to fully protect information systems from a breach or security incident. In the event
a provider experiences a "breach" and protected health information is compromised, the provider is obligated under HIPAA to notify individuals, the
government, and in the event the breach involves 500 or more individuals, the media. There are significant costs associated with a breach, including
investigation costs, remediation and mitigation costs, notification costs, attorney fees, litigation and the potential for reputational harm and lost revenues due to
a loss in confidence in the provider. We cannot predict the costs to comply with these laws or the costs associated with a potential breach of protected health
information, which could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows, and our
business reputation.
In addition to federal regulators, state attorneys general are also enforcing proactive security protocols and reporting requirements relating to information
security breaches. All 50 states, the District of Columbia, and the U.S. territories have breach notification laws; some of these laws also include proactive data
security requirements. In addition to state laws regarding confidentiality of medical information, several states expanded state privacy laws regarding personal
information which is more broadly defined than medical information. Some of these laws exempt entities that are subject to HIPAA, while others only exempt
medical information covered by HIPAA, but retain applicability over other personal information.
As cyber threats continue to evolve, we may be required to expend significant capital and other resources to protect against the threat of security breaches or to
mitigate and alleviate problems caused by security incidents, including unauthorized access to protected health information and personal information stored in
our information systems and the introduction of computer viruses or other malicious software programs to our systems. If we don't expend capital and other
resources to continually enhance our security systems, our security measures may be inadequate to prevent security breaches, and our business operations and
reputation could be materially adversely affected by federal and state fines and penalties, legal claims or proceedings, cancellation of contracts and loss of
patients if security breaches are not prevented.
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Our business depends on effective, secure and operational information systems that include systems provided by or hosted by external contractors, partners and
other service providers. For example, our care centers depend upon information systems and software hosted by third-party vendors for patient care,
accounting, billing, collections, risk management, quality assurance, human resources, payroll and other information considered to be sensitive and/or
confidential, including protected health information. These third-party vendors or business associates, in the event the vendor creates, receives, transmits or
maintains protected health information on our behalf, are required to comply with substantially the same HIPAA requirements as the healthcare provider. This
is accomplished through the use of "Business Associate Agreements" with vendors. However, third- and fourth-party security incidents and supply-chain cyber-
attacks have been increasingly common, and there is no way for an organization to ensure that such incidents and attacks do not occur. The occurrence of any
information system failure, breach or security incident, or a vendor's breach of the Business Associate Agreement could result in interruptions, delays, breaches
of protected health information and personal information, loss or corruption of data and cessations or interruptions in the availability of these systems and the
information they create, receive, transmit or maintain. An extended service outage affecting these or other vendors, particularly where such vendor is the single
source from which we obtain the services, could have a material adverse effect on our business or results of operations. For example, in February 2024,
UnitedHealth Group announced a cyber-attack on the information technology systems of its subsidiary, Change Healthcare, one of the largest providers of
healthcare payment systems in the United States. The Change Healthcare cybersecurity incident did not impact our day-to-day operations and did not have a
material adverse effect on our business; however, we were delayed in submitting patient claims to certain non-Medicare payors. There was minimal impact to
our Medicare claim submissions as we were able to quickly redirect our Medicare claims to an alternative clearinghouse. The delays in submitting non-
Medicare claims resulted in a reduction of our operating cash flow and an estimated increase to our accounts receivable of approximately $60 million during
the three month-period ended March 31, 2024. Future such events or circumstances, among others, could have a material adverse effect on our business and
consolidated financial condition, results of operations and cash flows, and they could harm our business reputation.
If we are subject to cyberattacks or security breaches in the future, this could result in harm to patients; business interruptions and delays; the loss,
misappropriation, corruption or unauthorized access of data; litigation and potential liability under privacy, security and consumer protection laws or other
applicable laws; reputational damage and federal and state governmental inquiries. Any such problems or failures and the costs incurred in correcting any such
problems or failures could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows. Further, to
the extent our external information technology contractors or other service providers have their own cyber-attack, security event or information technology
failure, become insolvent or fail to support the software or systems we have licensed from them, our operations could be materially adversely affected. A failure
to restore our information systems after the occurrence of any of these events could have a material adverse effect on our business and consolidated financial
condition, results of operations and cash flows. Because of the protected health information we store and transmit, loss of electronically stored information for
any reason could expose us to risk of regulatory action and litigation and possible liability and loss.
Problems with, or the failure of, our technology and systems or any system upgrades or programming changes associated with such technology and systems
could have a material adverse effect on our operations, patient care, data capture and integrity, medical documentation, billing, collections, assessment of
internal controls and management and reporting capabilities. If we experience a reduction in the performance, reliability or availability of our information
systems, our operations and ability to produce timely and accurate reports could be materially adversely affected.
Our information systems and applications also require continual maintenance, upgrading and enhancement to meet our operational and security needs. Our
acquisition activity requires transitions and integration of various information systems. We regularly upgrade and expand our information systems’ capabilities.
If we experience difficulties with the transition and integration of information systems or are unable to implement, maintain or expand our systems properly, we
could suffer from, among other things, operational disruptions, regulatory investigations or audits and increases in administrative expenses.
We believe we have all the necessary licenses from third parties to use technology and software that we do not own. A third-party could, however, allege that
we are infringing its rights, which may deter our ability to obtain licenses on commercially reasonable terms from the third-party, if at all, or cause the third-
party to commence litigation against us. In addition, we may find it necessary to initiate litigation to protect our trade secrets, to enforce our intellectual
property rights and to determine the scope and validity of any proprietary rights of others. Any such litigation, or the failure to obtain any necessary licenses or
other rights, could materially and adversely affect our business.
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Software outages or disruptions, including due to cyberattacks, defects or other unanticipated performance problems, could adversely affect our business,
results of operations and financial condition.
We rely on software and technology platforms from third parties to automate and streamline certain administrative processes and to support caregiver
optimization. For example, we use Homecare Homebase software solutions in our home health and hospice segments for electronic medical recordkeeping,
coding, scheduling patient visits, documentation review, payroll and billing. If any of these software or technology applications become unavailable for an
extended period of time, due to a cyber breach, extended outages, interruptions, defects or errors, or because they are no longer available on commercially
reasonable terms, or if any of these applications experience data loss, we will need to implement contingency plans accordingly, which could increase our
expenses, delay or impair our aforementioned administrative processes, distract our management from ongoing business operations, and may impact our ability
to bill for and seek reimbursement for our services, all of which could have an adverse effect on our business, financial condition, results of operations, and
cash flows.
Our insurance liability coverage may not be sufficient for our business needs.
As a result of operating in the home health industry, our business entails an inherent risk of claims, losses and potential lawsuits alleging incidents involving
our employees that may occur in a patient’s home. We maintain professional liability insurance to provide coverage to us and our subsidiaries against these
risks. However, we cannot assure you claims will not be made in the future in excess of the limits of our insurance, nor can we assure you that any such claims,
if successful and in excess of such limits, will not have a material adverse effect on our business and consolidated financial condition, results of operations and
cash flows or result in increased premiums or other insurance-related costs. In some states, state law may prohibit or limit insurance coverage for the risk of
punitive damages arising from professional liability and general liability claims and/or litigation. As a result, we may be liable for punitive damage awards in
these states that either are not covered or are in excess of our insurance policy limits. Our insurance coverage also includes fire, property damage, cyber
security and general liability with varying limits. We cannot assure you that the insurance we maintain will satisfy claims made against us or that insurance
coverage will continue to be available to us at commercially reasonable rates, in adequate amounts or on satisfactory terms. Any claims made against us,
regardless of their merit or eventual outcome, could damage our reputation and business.
We may be subject to substantial malpractice or other similar claims.
As of February 21, 2025, we have approximately 19,000 employees (11,800 home health, 6,100 hospice, 200 high acuity care and 900 corporate employees). In
addition, we employ direct care workers on a contractual basis to support our existing workforce. Due to the nature of our business, we, through our employees
and caregivers who provide services on our behalf, may be the subject of medical malpractice claims. A court could find these individuals should be considered
our agents, and, as a result, we could be held liable for their acts or omissions. We cannot predict the effect that any claims of this nature, regardless of their
ultimate outcome, could have on our business or reputation or on our ability to attract and retain patients and employees. While we maintain malpractice
liability coverage that we believe is appropriate given the nature and breadth of our operations, any claims against us in excess of insurance limits, or multiple
claims requiring us to pay deductibles, could have a material adverse effect on our business and consolidated financial condition, results of operations and cash
flows.
If we are unable to maintain our corporate reputation, our business may suffer.
Our success depends on our ability to maintain our corporate reputation, including our reputation for providing quality patient care and for compliance with
Medicare requirements and the other laws to which we are subject. Adverse publicity surrounding any aspect of our business, including the death or disability
of any of our patients due to our failure to provide proper care, or due to any failure on our part to comply with Medicare requirements, HIPAA requirements or
other laws to which we are subject, could negatively affect our Company’s overall reputation and the willingness of referral sources to refer patients to us.
Further, the poor performance, reputation or negative conduct of competitors may have spillover effects that adversely affect the industry and our brand.
A write off of a significant amount of intangible assets or long-lived assets could have a material adverse effect on our consolidated financial condition and
results of operations.
A significant and sustained decline in our stock price and market capitalization, a significant decline in our expected future cash flows, a significant adverse
change in the business climate or slower growth rates could result in the need to perform an impairment analysis under Accounting Standards Codification
(“ASC”) Topic 350 “Intangibles – Goodwill and Other” in future periods in addition to our annual impairment test. If we were to conclude that a write down of
goodwill is necessary, then we would record the appropriate charge, which could result in material charges that are adverse to our consolidated financial
condition and results of operations. See Part II, Item 8, Note 5 – Goodwill and Other Intangible Assets, Net to our consolidated financial statements for
additional information.
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Because we have grown in part through acquisitions, goodwill and other acquired intangible assets represent a substantial portion of our assets. Goodwill was
$1.2 billion as of December 31, 2024, and if we make additional acquisitions, it is likely that we will record additional goodwill and intangible assets in our
consolidated financial statements. We also have long-lived assets consisting of property and equipment, operating lease right of use assets and other identifiable
intangible assets of $204.8 million as of December 31, 2024, which we review on a periodic basis as well as when events or circumstances indicate that the
carrying amount of an asset may not be recoverable. If a determination that a significant impairment in value of our unamortized intangible assets or long-lived
assets occurs, such determination could require us to write off a substantial portion of our assets. A write off of these assets could have a material adverse effect
on our consolidated financial condition and results of operations.
Our operations could be impacted by war, terrorism, natural or man-made disasters and climate change.
The Company's business may be adversely affected by instability, disruption or destruction in a geographic region in which it operates, regardless of cause,
including war, terrorism, riot, civil insurrection or social unrest, climate change, natural or man-made disasters and extreme weather conditions, such as
hurricanes, tornadoes, wildfires, earthquakes, floods and severe snow and ice storms. Any such event in the markets in which we operate could not only impact
the day-to-day operations of our care centers but could also disrupt our relationships with patients, employees and referral sources located in the affected areas
and, in the case of our corporate office, our ability to provide administrative support services, including payroll, billing and collection services. In addition, any
episode of care that is not completed due to such an event will generally result in lower revenue for the episode. Our corporate office and a number of our care
centers are located in the southeastern United States and the Gulf Coast Region, increasing our exposure to hurricanes and flooding. Moreover, global climate
change could increase the intensity of individual hurricanes or the number of hurricanes that occur each year. Even if our facilities are not directly damaged, we
may experience considerable disruptions in our operations due to property damage or electrical outages experienced in storm-affected areas by our care givers,
payors, vendors and others. Additionally, long-term adverse weather conditions, whether caused by global climate change or otherwise, could cause an
outmigration of people from the communities where our care centers are located. If any of the circumstances described above occur, there could be a harmful
effect on our business and our results of operations could be adversely affected.
Further, the ongoing Russia-Ukraine conflict has created extreme volatility in the global financial markets and is expected to have further global economic
consequences, including disruptions of the global supply chain and energy markets. Any such volatility or disruptions or similar disruptions caused by the
Israel-Hamas War may have adverse consequences on us or the third parties on whom we rely. If the equity and credit markets deteriorate, including as a result
of political unrest or war, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, more costly or
more dilutive. Our business, financial condition and results of operations may be materially and adversely affected by any negative impact on the global
economy resulting from the conflict in Ukraine, the Middle East or any other geopolitical tensions.
Inflation in the economy and new or increased tariffs could negatively impact our business and results of operations.
Our operations have been materially impacted by the recent inflationary environment as we have experienced higher labor costs and healthcare costs. In
addition, the imposition of new or increased tariffs by the United States government, or retaliatory tariffs imposed by other countries, could exacerbate the
impact of inflation and increase our costs. Cost increases may outpace our expectations, causing us to use our cash and other liquid assets faster than
forecasted. If we are unable to successfully manage the effects of inflation and increased costs, our business, operating results, cash flows and financial
condition may be adversely affected.
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We utilize artificial intelligence, which could expose us to liability or adversely affect our business, especially if we are unable to compete effectively with
others in adopting artificial intelligence.
We have begun utilizing artificial intelligence, including generative artificial intelligence and similar tools and technologies (collectively, “AI”) in connection
with our business to improve or enhance patient workflows and predictive analytics. There are significant risks involved in using AI, and no assurance can be
provided that our use of AI will enhance our services, produce the intended results or keep pace with our competitors. For example, AI algorithms may be
flawed, insufficient, of poor quality, rely upon inaccurate data, reflect unwanted forms of bias, or contain other errors or inadequacies, any of which may not be
easily detectable; AI has been known to produce false or “hallucinatory” inferences or outputs; our use of AI can present ethical issues and may subject us to
new or heightened legal, regulatory, ethical or other challenges; and inappropriate or controversial data practices by developers and end-users, unauthorized
data disclosure or other factors adversely affecting public opinion of AI, could impair the acceptance of AI solutions, including those incorporated in our
services.
If the AI tools that we use are deficient, inaccurate or controversial, we could incur operational inefficiencies, competitive harm, legal liability, brand or
reputational harm or other adverse impacts on our business and financial results. The accuracy of the results of our use of AI depends on our ability to train our
employees, consultants or other service providers on the technology we are using and to make adjustments to the algorithms as needed based on periodic
quality assessments of the information received or outputs produced. AI tools may lack transparency and explainability, making it difficult to fully understand
how AI systems arrive at certain decisions or outcomes. This lack of clarity may hinder our ability to provide sufficient explanations to regulators, patients and
other stakeholders, which could lead to increased scrutiny, regulatory fines or legal challenges. As AI decisions are integrated into business processes, the
inability to clearly articulate how those decisions are made may undermine confidence in the AI systems, reduce trust in our services, and create compliance
risks. In addition, lack of transparency may make it more difficult to defend disputes or legal actions. As AI regulation evolves to demand more explainability
and transparency, failure to meet these expectations could result in adverse impacts on our operations, financial performance and reputation.
If we do not have sufficient rights to use the data or other material or content on which the AI tools we use rely, we also may incur liability through the
violation of applicable laws and regulations, third-party intellectual property, data privacy or other rights, or contracts to which we are a party. If we fail to
successfully integrate AI into our business processes or if we fail to keep pace with rapidly evolving AI technological developments, we may face a competitive
disadvantage. In addition, AI regulation is rapidly evolving worldwide as legislators and regulators increasingly focus on these powerful emerging
technologies. The technologies underlying AI and its uses are subject to a variety of laws and regulations, including intellectual property, data privacy and
security, consumer protection, competition and equal opportunity laws, and are expected to be subject to increased regulation and new laws or new applications
of existing laws and regulations. AI is the subject of ongoing review by various U.S. governmental and regulatory agencies, and various U.S. states and other
foreign jurisdictions are applying, or are considering applying, their platform moderation, data privacy and security laws and regulations to AI or are
considering general legal frameworks for AI. For example, California passed the Generative Artificial Intelligence Training Data Transparency Act, Colorado
passed the Colorado Artificial Intelligence Act, and Utah passed the Utah Artificial Intelligence Policy Act, all of which will have implications on the ways that
businesses can use AI technologies. In addition, the FTC has required other companies to turn over (or disgorge) valuable insights or trainings generated
through the use of AI/machine learning where they allege the company has violated privacy and consumer protection laws. We may not be able to anticipate
how to respond to these rapidly evolving frameworks, and we may need to expend resources to adjust our operations or offerings in certain jurisdictions if the
legal frameworks are inconsistent across jurisdictions. If we cannot use AI/machine learning or that use is restricted, our business may be less efficient, or we
may be at a competitive disadvantage. Furthermore, because AI technology itself is highly complex and rapidly developing, it is not possible to predict all of
the legal, operational or technological risks that may arise relating to the use of AI.
Risks Related to our Growth Strategies
Our long-term growth strategy depends on our ability to acquire additional care centers and integrate and operate these care centers effectively, make
investments and enter into joint ventures and other strategic relationships. If our long-term growth strategy is unsuccessful or we are not able to
successfully integrate newly acquired care centers into our existing operations, our business and consolidated financial condition, results of operations and
cash flows could be materially adversely affected.
We may not be able to fully integrate the operations of our acquired businesses with our current business structure in an efficient and cost-effective manner.
Acquisitions, investments, joint ventures or strategic relationships involve significant risks and uncertainties, including:
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•
Difficulties in recouping partial episode payments and other types of misdirected payments for services from the previous owners in an acquisition;
•
Difficulties integrating acquired personnel and business practices into our business;
•
The potential loss of key employees, referral sources or patients of acquired care centers;
•
The delay in payments associated with change in ownership, control and the internal processes of the Medicare Administrative Contractors;
•
The assumption of liabilities and exposure to unforeseen liabilities of acquired care centers;
•
The incurrence or assumption of significant debt, which could also cause a deterioration of our credit ratings, result in increased borrowing costs and
interest expense and diminish our future access to the capital markets;
•
Diverging interests from those of our joint venture partners or other strategic partners - we may not be able to direct the management and operations of
the joint venture or other strategic relationship in the manner we believe is most appropriate, exposing us to additional risk;
•
Variability in operating results which could cause our financial results to differ from our own expectations or the investment community’s expectations
in any given period, or over the long-term; and
•
Pre-closing and post-closing earnings charges which could adversely impact operating results in any given period.
As a result of our acquisitions and investments, we have recorded significant goodwill and other assets on our balance sheet. If we are not able to realize the
value of these assets, or if the fair value of our investments declines, we may be required to record impairment charges which could have a material adverse
effect on our consolidated financial condition and results of operations.
Further, the financial benefits we expect to realize from many of our acquisitions are largely dependent upon our ability to improve clinical performance,
overcome regulatory deficiencies, improve the reputation of the acquired business in the community and control costs. As we expand our markets, our growth
could strain our resources, including our management, information and accounting systems, regulatory compliance, logistics and other internal controls. The
failure to accomplish any of these objectives, to effectively integrate any of these businesses or to maintain a sufficient level of resources to match our growth
could have material adverse effects on our business and consolidated financial condition, results of operations and cash flows.
The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us, and as a result, we may face
unexpected liabilities.
Certain of the acquisition agreements by which we have acquired companies require the former owners to indemnify us against certain liabilities related to the
operation of the acquired company before we acquired it. In most of these agreements, however, the liability of the former owners is limited, and certain former
owners may be unable to meet their indemnification responsibilities. We cannot assure you that these indemnification provisions will protect us fully or at all,
and as a result, we may face unexpected liabilities that could have a material adverse effect on our business and consolidated financial condition, results of
operations and cash flows.
State efforts to regulate the establishment or expansion of health care providers could impair our ability to expand our operations.
Some states require health care providers (including skilled nursing facilities, hospice care centers, home health care centers and assisted living facilities) to
obtain prior approval, known as a CON, POA or FNR, in order to commence operations (see Part I, Item 1, “Our Regulatory Environment” for additional
information on CONs, POAs and FNRs). If we are not able to obtain such approvals, our ability to expand our operations could be impaired, which could have
a material adverse effect on our business and consolidated financial condition, results of operations and cash flows. Additionally, a growing number of states
have enacted mini-Hart-Scott-Rodino ("mini-HSR") laws that require state approval of transactions involving certain health care entities. States with mini-HSR
laws include California, Colorado, Connecticut, Hawaii, Illinois, Massachusetts, Minnesota, New York, Oregon, Rhode Island, Vermont and Washington.
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Federal regulation may impair our ability to consummate acquisitions or open new care centers.
Changes in federal laws or regulations may materially adversely impact our ability to acquire care centers or open new start-up care centers. For example, the
Social Security Act provides the Secretary with the authority to impose temporary moratoria on the enrollment of new Medicare providers, if deemed necessary
to combat fraud, waste or abuse under government programs. While there are no active Medicare moratoria, there can be no assurance that CMS will not adopt
a moratorium on new providers in the future. Additionally, in 2010, CMS implemented and amended a regulation known as the “36 Month Rule” that is
applicable to home health and hospice care center acquisitions. Subject to certain exceptions, the 36 Month Rule prohibits buyers of certain home health and
hospice care centers, those that either enrolled in Medicare or underwent a change in majority ownership fewer than 36 months prior to the acquisition, from
assuming the Medicare billing privileges of the acquired care center. The 36 Month Rule may restrict bona fide transactions and potentially block new
investments in home health and hospice agencies. These changes in federal laws and regulations, and similar future changes, may further increase competition
for acquisition targets and could have a material detrimental impact on our acquisition strategy. Further, some states have enacted laws requiring merging
parties in healthcare-related transactions to notify state agencies and observe waiting periods (e.g., from 30 days to, in some cases, months) prior to closing.
Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we have sold could adversely affect
our business and consolidated financial condition, results of operations and cash flows.
We continually assess the strategic fit of our existing businesses and may divest, spin-off or otherwise dispose of businesses that are deemed not to fit with our
strategic plan or are not achieving the desired return on investment. These transactions pose risks and challenges that could negatively impact our business and
results of operations. For example, when we decide to sell or otherwise dispose of a business or assets, we may be unable to do so on satisfactory terms, within
our anticipated timeframe or at all, and even after reaching a definitive agreement to sell or dispose a business, the sale is typically subject to satisfaction of
pre-closing conditions which may not become satisfied. In addition, divestitures or other dispositions may dilute our earnings per share, have other adverse tax,
financial and accounting impacts and distract management, and disputes may arise with buyers. In addition, we may retain responsibility for and/or agree to
indemnify buyers against some known and unknown contingent liabilities related to certain businesses or assets we sell or dispose. Any of these conditions or
liabilities may negatively impact our results of operations and cash flows.
Risks Related to Laws and Government Regulations
We are subject to extensive government regulation. Any changes to the laws and regulations governing our business, or to the interpretation and
enforcement of those laws or regulations, could have a material adverse effect on our business and consolidated financial condition, results of operations
and cash flows.
Our industry is subject to extensive federal and state laws and regulations. See Part I, Item 1, “Our Regulatory Environment” for additional information on such
laws and regulations. Federal and state laws and regulations impact how we conduct our business, the services we offer and our interactions with patients, our
employees and the public and impose certain requirements on us related to:
•
licensure and certification;
•
adequacy and quality of health care services;
•
qualifications of health care and support personnel;
•
quality and safety of medical equipment;
•
confidentiality, maintenance and security associated with medical records and claims processing;
•
relationships with physicians and other referral sources;
•
operating policies and procedures;
•
emergency preparedness risk assessments and policies and procedures;
•
policies and procedures regarding employee relations;
•
addition of facilities and services;
•
billing for services;
•
utilization of services;
•
documentation required for billing and patient care; and
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•
reporting and maintaining records regarding adverse events.
These laws and regulations, and their interpretations, are subject to change. The new U.S. presidential administration has issued a number of executive orders
intended to reduce government spending, among other regulatory changes. There is a substantial lack of clarity regarding the likelihood, timing and details of
potential changes or reforms by the new administration and the U.S. Congress. Changes in existing laws and regulations, or their interpretations, or the
enactment of new laws or regulations could have a material adverse effect on our business and consolidated financial condition, results of operations and cash
flows by:
•
increasing our administrative and other costs;
•
increasing or decreasing mandated services;
•
causing us to abandon business opportunities we might have otherwise pursued;
•
decreasing utilization of services;
•
forcing us to restructure our relationships with referral sources and providers; or
•
requiring us to implement additional or different programs and systems.
Additionally, we are subject to various routine and non-routine reviews, audits and investigations by the Medicare and Medicaid programs and other federal
and state governmental agencies, which have various rights and remedies against us if they establish that we have overcharged the programs or failed to comply
with program requirements. We are also subject to potential lawsuits under the federal False Claims Act and other federal and state whistleblower statutes
designed to combat fraud and abuse in our industry. Violation of the laws governing our operations or changes in interpretations of those laws could result in
the imposition of fines, civil or criminal penalties, the termination of our rights to participate in federal and state-sponsored programs and/or the suspension or
revocation of our licenses. If we become subject to material fines or if other sanctions or other corrective actions are imposed on us, our business and
consolidated financial condition, results of operations and cash flows could be materially adversely affected.
We face periodic and routine reviews, audits and investigations under our contracts with federal and state government agencies and private payors, and
these audits could have adverse findings that may negatively impact our business.
As a result of our participation in the Medicare and Medicaid programs, we are subject to various governmental reviews, audits and investigations to verify our
compliance with these programs and applicable laws and regulations. We also are subject to audits under various federal and state government programs in
which third-party firms engaged by CMS, including Recovery Audit Contractors (“RACs”), Zone Program Integrity Contractors (“ZPICs”), Uniform Program
Integrity Contractors ("UPICs"), Program Safeguard Contractors (“PSCs”), Medicaid Integrity Contractors (“MICs”), Supplemental Medical Review
Contractors (“SMRCs”), Comprehensive Error Rate Testing Contractors ("CERTs") and the Office of the Inspector General ("OIG"), conduct extensive reviews
of claims data and medical and other records to identify potential improper payments under the Medicare program. Additionally, private pay sources reserve the
right to conduct audits. If billing errors are identified in the sample of reviewed claims, the billing error can be extrapolated to all claims filed which could
result in a larger overpayment than originally identified in the sample of reviewed claims. Our costs to respond to and defend reviews, audits and investigations
may be significant and could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.
Moreover, an adverse review, audit or investigation could result in:
•
required refunding or retroactive adjustment of amounts we have been paid pursuant to the federal or state programs or from private payors;
•
state or federal agencies imposing fines, penalties and other sanctions on us;
•
loss of our right to participate in the Medicare program, state programs or one or more private payor networks; or
•
damage to our business and reputation in various markets.
These results could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.
If a care center fails to comply with the conditions of participation in the Medicare program, that care center could be subjected to sanctions or terminated
from the Medicare program.
Each of our care centers must comply with required conditions of participation in the Medicare program. If we fail to meet the conditions of participation at a
care center, we may receive a notice of deficiency from the applicable state surveyor. If that care center then fails to institute an acceptable plan of correction to
remediate the deficiency within the correction period provided
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by the state surveyor, that care center could be terminated from the Medicare program or subjected to alternative sanctions. CMS may impose temporary
management, direct a plan of correction, direct training or impose payment suspensions and civil monetary penalties, in each case, upon providers who fail to
comply with the conditions of participation. Termination of one or more of our care centers from the Medicare program for failure to satisfy the program’s
conditions of participation or the imposition of alternative sanctions could disrupt operations, require significant attention by management or have a material
adverse effect on our business and reputation and consolidated financial condition, results of operations and cash flows.
We are subject to federal and state laws that govern our financial relationships with physicians and other health care providers, including potential or
current referral sources.
As stated in Part I, Item 1, "Our Regulatory Environment – Federal and State Anti-Fraud and Abuse Laws and Regulations", we are required to comply with
various federal anti-fraud and abuse laws, including the federal Anti-Kickback Statute, the Stark or Physician Self-Referral Law, the False Claims Act and Civil
Monetary Penalties Law, as well as state laws and regulations.
Although we believe we have structured our relationships with physicians and other actual or potential referral sources to comply with these laws where
applicable, the laws are complex, and the Stark Law contains a number of strict liability provisions under which a violation can be found even if there was no
intent to violate the law. It is possible that courts or regulatory agencies may interpret state and federal anti-kickback laws and/or the Stark Law and similar
state laws regulating relationships between health care providers and physicians in ways that will adversely implicate our practices or that isolated instances of
noncompliance may occur. Violations of federal or state anti-kickback laws or the Stark Law could lead to criminal or civil fines or other sanctions, including
repayment of federal health care program payments related to these arrangements, denials of government program reimbursement or even exclusion from
participation in governmental health care programs, which could have a material adverse effect on our business and consolidated financial condition, results of
operations and cash flows. It is possible that a claim that results from a kickback or is made in violation of the Stark Law also may render it false or fraudulent,
creating further potential liability under the federal False Claims Act, discussed above.
The No Surprises Act and similar price transparency initiatives could impact our relationships with patients and insurers.
Effective January 1, 2022, the No Surprises Act creates price transparency requirements, including (i) requiring providers to send to patients or their health plan
a good faith estimate of the expected charges and diagnostic codes prior to furnishing scheduled items or services and (ii) prohibiting providers from charging
patients an amount beyond the in-network cost sharing amount for services rendered by out-of-network providers, subject to limited exceptions. Price
transparency initiatives such as the No Surprises Act may impact our ability to obtain or maintain favorable contract terms and may impact our competitive
position and our relationships with patients and insurers.
Risks Related to Liquidity
Delays in payment may cause liquidity problems.
Our business is characterized by delays from the time we provide services to the time we receive payment for these services. Timing delays in billings and
collections may cause working capital shortages. Working capital management, including prompt and diligent billing and collection, is an important factor in
achieving our financial results and maintaining liquidity. It is possible that delays in obtaining documentation support, information technology system problems
or outages, or Medicare or other payor issues or industry trends may extend our collection period, which may materially adversely affect our working capital,
and our working capital management procedures may not successfully mitigate this risk.
In February 2024, UnitedHealth Group announced a cyberattack on the information technology systems of its subsidiary, Change Healthcare, one of the largest
providers of healthcare payment systems in the United States. The Change Healthcare cybersecurity incident did not impact our day-to-day operations;
however, we were delayed in submitting patient claims to certain non-Medicare payors. There was minimal impact to our Medicare claim submissions as we
were able to quickly redirect our Medicare claims to an alternative clearinghouse. The delays in submitting non-Medicare claims resulted in a reduction of our
operating cash flow and an estimated increase to our accounts receivable of approximately $60 million during the three month-period ended March 31, 2024.
Any similar events or circumstances, among others, could have an adverse effect on our business and consolidated financial condition, results of operations and
cash flows.
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Effective June 1, 2024, CMS extended RCD for an additional five years. The demonstration will be continuing in the current demonstration states of Illinois,
Ohio, Texas, North Carolina, Florida and Oklahoma. CMS' RCD provided HHAs in the demonstration states with three options in the initial selection period:
pre-claim review of all claims, post-payment review of all claims or minimal post-payment review with a 25% payment reduction for all home health services.
As part of the extension, CMS is removing the option for a 25% payment reduction from the initial choice selections. Reduced review options are available for
home health agencies that demonstrate compliance. Compliance with the RCD processes has resulted in increased administrative costs and delays in
reimbursement for services in the states subject to RCD review. These delays could materially adversely affect our working capital.
CMS has also implemented the Targeted Probe and Educate ("TPE") program for home health and hospice providers to help reduce provider claim denials and
educate providers on appropriate billing practices. Under the TPE program, Medicare Administrative Contractors ("MACs") use data analysis to identify
providers who have high claim error rates, unusual billing practices or provide services that have high national error rates. If a provider is selected for a TPE
review by a MAC, the initial volume of claims reviewed is limited to 20 to 40 claims and can include up to three rounds of claims review, if necessary, with
corresponding provider education and a subsequent period to allow for improvement. If results do not improve sufficiently after three rounds, the MAC may
refer the provider to CMS for further action which may include 100% prepay review, extrapolation, referral to a Recovery Auditor and/or referral for
revocation from the Medicare program. Compliance with the TPE processes has resulted in increased administrative costs and delays in reimbursement for
services. These delays could materially adversely affect our working capital.
Additionally, our hospice operations may experience payment delays when attempting to collect funds from state Medicaid programs in certain instances.
Delays in receiving payments from these programs may also materially adversely affect our working capital.
Changes in units of payment for home health agencies could reduce our Medicare home health reimbursement levels.
Effective January 1, 2020, CMS implemented a revised case-mix adjustment methodology, the Patient-Driven Groupings Model ("PDGM"). Although this
payment change was to be implemented in an overall budget neutral manner, the ultimate impact varied by provider based on factors including patient mix and
admission source. Additionally, CMS made assumptions about behavior changes which resulted in a 4.36% reduction to reimbursement. Accordingly, the
adoption of PDGM has had a negative impact on our Medicare revenue per episode. Additionally, in the Calendar Year 2023, 2024 and 2025 Home Health
Final Rules, CMS finalized permanent reductions in reimbursement totaling -3.5%, -2.6% and -1.8%, respectively, based on the difference between assumed
and actual behavioral changes resulting from the implementation of PDGM. In addition to the permanent adjustments, CMS also has the discretion to make
temporary adjustments through calendar year 2026; however, CMS has elected not to implement a temporary adjustment thus far. As stated in the CY 2025
Final Rule, the total temporary adjustment calculated for CY 2020 through CY 2023 is $4.5 billion. In future rule making, CMS will propose that the temporary
adjustment dollar amount be converted to a factor that is applied to the base payment rate. Payment updates could continue to negatively impact our rates of
reimbursement in future years and have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows. See
Part I, Item 1, “Our Regulatory Environment – Home Health Payment Reform” for additional information.
The volatility and disruption of the capital and credit markets and adverse changes in the United States and global economies could impact our ability to
access both available and affordable financing, and without such financing, we may be unable to achieve our objectives for strategic acquisitions and
internal growth.
While we intend to finance strategic acquisitions and internal growth with cash flows from operations and borrowings under our revolving credit facility, we
may require sources of capital in addition to those presently available to us. Uncertainty in the capital and credit markets may impact our ability to access
capital on terms acceptable to us (i.e. at attractive/affordable rates) or at all, and this may result in our inability to achieve present objectives for strategic
acquisitions and internal growth. Further, in the event we need additional funds and are unable to raise the necessary funds on acceptable terms, our business
and consolidated financial condition, results of operations and cash flows could be materially adversely affected.
Our indebtedness could impact our financial condition and impair our ability to fulfill other obligations.
As of December 31, 2024, we had total outstanding indebtedness, excluding finance leases, of approximately $349.4 million. Our level of indebtedness could
have a material adverse effect on our business and consolidated financial position, results of operations and cash flows and could impair our ability to fulfill
other obligations in several ways, including:
•
it could require us to dedicate a portion of our cash flow from operations to payments on our indebtedness, which could reduce the availability of cash
flow to fund acquisitions, start-ups, working capital, capital expenditures and other general corporate purposes;
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•
it could limit our ability to borrow money or sell stock for working capital, capital expenditures, debt service requirements and other purposes;
•
it could limit our flexibility in planning for, and reacting to, changes in our industry or business;
•
it could make us more vulnerable to unfavorable economic or business conditions; and
•
it could limit our ability to make acquisitions or take advantage of other business opportunities.
In the event we incur additional indebtedness, the risks described above could increase.
The agreements governing our indebtedness contain various covenants that limit our discretion in the operation of our business, and our failure to satisfy
requirements in these agreements could have a material adverse effect on our business and consolidated financial condition, results of operations and cash
flows.
The agreements governing our indebtedness (the “Debt Agreements”) contain certain obligations, including restrictive covenants that require us to comply with
or maintain certain financial covenants and ratios and restrict our ability to:
•
incur additional debt;
•
redeem or repurchase stock, pay dividends or make other distributions;
•
make certain investments;
•
create liens;
•
enter into transactions with affiliates;
•
make acquisitions;
•
enter into joint ventures;
•
merge or consolidate;
•
invest in foreign subsidiaries;
•
amend acquisition documents;
•
enter into certain swap agreements;
•
make certain restricted payments;
•
transfer, sell or leaseback assets; and
•
make fundamental changes in our corporate existence and principal business.
Our Debt Agreements also limit our ability to reinvest the net cash proceeds from asset sales or subordinated debt issuances in certain circumstances. For
example, in the event we or any of our subsidiaries receive more than $5 million in net cash proceeds from an asset sale, disposition or involuntary disposition,
our Debt Agreements require us to prepay our term loan facility and revolving credit facility with all of such net cash proceeds, unless we elect to reinvest the
net cash proceeds in fixed or capital assets related to our business.
In addition, events beyond our control could affect our ability to comply with the Debt Agreements. Any failure by us to comply with or maintain all applicable
financial covenants and ratios and to comply with all other applicable covenants could result in an event of default with respect to the Debt Agreements. If we
are unable to obtain a waiver from our lenders in the event of any non-compliance, our lenders could accelerate the maturity of any outstanding indebtedness
and terminate the commitments to make further extensions of credit (including our ability to borrow under our revolving credit facility). Any failure to comply
with these covenants could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.
Risks Related to Ownership of Our Common Stock
The price of our common stock has been and may continue to be volatile, which could lead to securities litigation brought against us or cause investors to
lose the value of their investment.
The price at which our common stock trades has experienced significant volatility in prior years and may continue to be volatile. Various factors have
impacted, and may continue to impact, the price of our common stock, including among others:
•
variances in our quarterly financial results compared to research analyst expectations;
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•
changes in financial estimates and recommendations by securities analysts;
•
changes in our estimates, guidance or business plans;
•
changes in management;
•
changes or proposed changes in health care laws or regulations or enforcement of these laws and regulations, or announcements relating to these
matters;
•
changes in the Medicare, Medicaid and private insurance payment rates for home health and hospice;
•
the operating and stock price performance of other comparable companies;
•
announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
•
general economic and stock market conditions; or
•
other factors described in this "Risk Factors" section and elsewhere in this Annual Report on Form 10-K.
Additionally, if the proposed merger with UnitedHealth Group is not completed by the end of the Waiver Period, or at all, we may experience negative
reactions from the financial markets, including negative impacts on our stock price, and it is uncertain when, if ever, the price of our shares would return to the
prices at which our shares currently trade.
The stock market in general, and the NASDAQ Global Select Market (“NASDAQ”) in particular, has experienced price and volume fluctuations that we
believe have often been unrelated or disproportionate to the operating performance of health care provider companies. These broad market and industry factors
may materially reduce the market price of our common stock, regardless of our operating performance. As a result, investors may not be able to sell their
common stock at or above the purchase price. In addition, securities class-action cases have often been brought against companies following periods of
volatility in the market price of their securities. Such litigation, if instituted against us, could result in substantial costs and a diversion of management's
attention and resources.
The activities of short sellers could reduce the price or prevent increases in the price of our common stock. “Short sale” is defined as the sale of stock by an
investor that the investor does not own. Typically, investors who sell short believe the price of the stock will fall and anticipate selling shares at a higher price
than the purchase price at which they will buy the stock. As of December 31, 2024, investors held a short position of approximately 2.3 million shares of our
common stock which represented 7% of our outstanding common stock. The anticipated downward pressure on our stock price due to actual or anticipated
sales of our stock by some institutions or individuals who engage in short sales of our common stock could cause our stock price to decline.
Our Board of Directors may use anti-takeover provisions or issue stock to discourage a change of control.
We are party to the Merger Agreement with UnitedHealth Group, which will result in a change in control of Amedisys, if completed. As such, the below anti-
takeover provisions are inapplicable to the proposed Merger.
Our certificate of incorporation currently authorizes us to issue up to 60,000,000 shares of common stock and 5,000,000 shares of undesignated preferred stock.
Our Board of Directors may cause us to issue additional stock to discourage an attempt to obtain control of our company. For example, shares of stock could be
sold to purchasers who might support our Board of Directors in a control contest or to dilute the voting or other rights of a person seeking to obtain control. In
addition, our Board of Directors could cause us to issue preferred stock entitling holders to vote separately on any proposed transaction, convert preferred stock
into common stock, demand redemption at a specified price in connection with a change in control or exercise other rights designed to impede a takeover.
The issuance of additional shares may, among other things, dilute the earnings and equity per share of our common stock and the voting rights of common
stockholders.
We have implemented other anti-takeover provisions or provisions that could have an anti-takeover effect, including advance notice requirements for director
nominations and stockholder proposals, no cumulative voting for directors, requirements that director vacancies are filled by remaining directors (including
vacancies resulting from removal) and that the number of directors is fixed by the Board of Directors as well as the ability for the Board of Directors to
increase or decrease the size of the Board of Directors without stockholder approval (within the range set forth in our Certificate of Incorporation and Bylaws).
These provisions, and others that our Board of Directors may adopt hereafter, may discourage offers to acquire us and may permit our Board of Directors to
choose not to entertain offers to purchase us, even if such offers include a substantial premium
38

to the market price of our stock. Therefore, our stockholders may be deprived of opportunities to profit from a change of control.
Our Bylaws designate the Court of Chancery of the State of Delaware or, if the Court of Chancery does not have jurisdiction, the federal court for the
District of Delaware, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could
discourage lawsuits against us and our directors, officers, employees and stockholders.
Our Bylaws provide that unless we otherwise consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware or, if the Court of
Chancery does not have jurisdiction, the federal court for the District of Delaware, will be the sole and exclusive forum for any derivative action or proceeding
brought on behalf of us, any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our
stockholders, any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or our Certificate of Incorporation or
Bylaws or any action asserting a claim governed by the internal affairs doctrine. This provision would not apply to claims brought to enforce a duty or liability
created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any other claim for which the federal courts have exclusive jurisdiction.
In addition, our Bylaws provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of
action arising under the Securities Act of 1933, as amended (the “Securities Act”), unless we consent in writing to the selection of an alternative forum.
These exclusive forum provisions may limit the ability of our stockholders to bring a claim in a judicial forum that such stockholders find favorable for
disputes with us or our directors or officers, which may discourage such lawsuits against us and our directors, officers, employees and agents.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Amedisys recognizes the importance of assessing, identifying and managing material risks associated with cybersecurity threats, as such term is defined by the
SEC in Item 106(a) of Regulation S-K. These risks include, among other things, operational disruption, intellectual property theft, fraud, extortion, harm to
employees or patients, violation of privacy or security laws and other litigation and legal risk. Amedisys has implemented various cybersecurity related
processes, technologies and controls to enhance our efforts to assess, identify and manage such material risks.
Amedisys deploys a range of tools and services, including regular network and endpoint monitoring and vulnerability assessments and penetration testing, to
mitigate our cybersecurity-based risks. In addition, we schedule tabletop exercises with management and other employees to evaluate our cyber incident
response plans. Amedisys has also received HITRUST certification for our internally developed applications which allows us to baseline our program to
industry standards and best practices.
Our cybersecurity program includes controls designed to identify, protect against, detect, respond to and recover from cybersecurity incidents (as such term is
defined in Item 106(a) of Regulation S-K) and to provide for the availability of critical data and systems to maintain regulatory compliance. These controls
include the following activities:
•
Closely monitoring emerging data protection laws and implementing needed changes to our processes to maintain compliance;
•
Conducting annual cybersecurity management and incident training for all employees of the organization;
•
Requiring employees and third parties who provide services on our behalf to treat customer information and data with care;
•
Leveraging the HITRUST incident handling framework to help us identify, protect, detect, respond and recover when there is an actual or potential
cybersecurity incident; and
•
Carrying information security risk insurance that provides protection against the potential losses arising from a cybersecurity incident, although our
insurance coverage may be insufficient to cover all losses from a cybersecurity incident or our insurer may deny coverage for a claim.
39

Additionally, Amedisys performs periodic internal and third-party assessments to evaluate our cybersecurity controls and regularly evaluates our policies and
procedures surrounding our handling and control of personal data and the systems we have in place to help protect us from cybersecurity threats or personal
data breaches.
Amedisys has established a cybersecurity risk management process that includes internal reporting of significant cybersecurity risk to our Enterprise Risk
Management Committee (“ERMC”) on a quarterly basis. In addition, our incident response plan includes processes to triage, assess severity, escalate, contain
and investigate and remediate an incident, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage. These
processes are assessed annually for effectiveness during our penetration testing.
Our risk management processes also address cybersecurity threat risks associated with our use of third-party service providers, including those in our supply
chain or those who have access to our customer and employee data or our systems. In addition, cybersecurity considerations affect the selection and oversight
of our third-party service providers. Amedisys performs diligence on third parties that have access to our systems, data or that have facilities that house such
systems or data and monitors cybersecurity threat risks identified through such diligence.
We face cybersecurity risks in connection with our business (see Part I, Item 1A. “Risk Factors – Risks Related to our Operations – Our business depends on
our information systems. A cyber-attack, security breach or our inability to effectively integrate, manage and keep our information systems secure and
operational could disrupt our operations.”). Although such risks have not materially impacted our business strategy, results of operations or financial condition
to date, we have experienced threats to and breaches of our data and systems, including malware and computer virus attacks, and future such events or
circumstances could have a material adverse effect on our business and consolidated financial condition, results of operations or cash flows.
The Audit Committee of the Board of Directors oversees our cybersecurity risk exposures and the steps taken by management to monitor and mitigate
cybersecurity risks. The Audit Committee receives updates from management on a regular basis of our cybersecurity threat risk management and strategy
covering topics such as data security posture, results from third-party assessments, progress towards pre-determined risk mitigation related goals, our incident
response plan and cybersecurity threat risks or incidents and developments, as well as the steps management has taken to respond to such risks. The Audit
Committee also receives materials, including a cybersecurity briefing, indicating current and emerging cybersecurity threat risks and describing the Company’s
ability to mitigate those risks.
The members of management who are responsible for assessing and managing cyber risk are the Acting Chief Information Security Officer and the Acting
Chief Information Officer of the Company who, combined, have over 30 years of experience in managing cybersecurity. Our Acting Chief Information
Security Officer is responsible for our cybersecurity risk management program and reports directly to the Acting Chief Information Officer. The Acting Chief
Information Officer is a member of the ERMC and accountable for informing and updating the ERMC on cybersecurity risk management. The ERMC has
ultimate responsibility for the risk management of cyber risk and is informed about and monitors the prevention, detection, mitigation and remediation of
cybersecurity incidents in addition to the Company's cyber incident response and reporting processes.
ITEM 2. PROPERTIES
Our executive office is located in Nashville, Tennessee in a leased property consisting of 10,943 square feet; our corporate headquarters is located in Baton
Rouge, Louisiana in a leased property consisting of 95,657 square feet. We believe we have adequate space to accommodate our corporate staff located in these
locations for the foreseeable future.
40

In addition to our executive office and corporate headquarters, we also lease facilities for our home health and hospice care centers and our high acuity care
joint ventures. Generally, our leases have an initial term of five years but range from one to ten years. Most of our leases also contain early termination options
and renewal options. The following table shows the location of our 347 Medicare-certified home health care centers, 164 Medicare-certified hospice care
centers and 8 admitting high acuity care joint ventures at December 31, 2024:
State
Home Health
Hospice
High Acuity
Care
State
Home Health
Hospice
High Acuity
Care
Alabama
29 
10 
— 
Nebraska
1 
7 
— 
Arizona
3 
1 
— 
New Hampshire
3 
3 
— 
Arkansas
7 
— 
1 
New Jersey
2 
7 
— 
California
4 
1 
— 
New York
6 
— 
1 
Connecticut
1 
1 
— 
North Carolina
13 
7 
— 
Delaware
2 
2 
— 
Ohio
4 
5 
— 
Florida
15 
7 
— 
Oklahoma
7 
1 
— 
Georgia
56 
9 
— 
Oregon
3 
1 
— 
Illinois
2 
— 
— 
Pennsylvania
9 
20 
2 
Indiana
5 
5 
— 
Rhode Island
1 
2 
— 
Iowa
— 
1 
— 
South Carolina
26 
8 
1 
Kansas
1 
1 
— 
South Dakota
— 
1 
Kentucky
17 
— 
— 
Tennessee
45 
15 
— 
Louisiana
8 
5 
— 
Texas
16 
12 
— 
Maine
3 
4 
— 
Virginia
15 
5 
— 
Maryland
9 
3 
— 
Washington
2 
— 
1 
Massachusetts
6 
10 
— 
West Virginia
11 
6 
— 
Michigan
— 
— 
1 
Wisconsin
— 
2 
1 
Mississippi
8 
— 
— 
Washington, D.C.
1 
— 
— 
Missouri
6 
2 
— 
Total
347 
164 
8 
ITEM 3. LEGAL PROCEEDINGS
See Part II, Item 8, Note 4 – Mergers, Acquisitions and Dispositions and Note 11 – Commitments and Contingencies for information concerning our legal
proceedings. See also Part I, Item 1A. "Risk Factors – Litigation challenging the Merger Agreement may prevent the Merger from being consummated by the
end of the Waiver Period or at all."
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
41

PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
Market Information and Holders
Our common stock trades on the NASDAQ Global Select Market under the trading symbol “AMED.” As of February 21, 2025, there were approximately
444 holders of record of our common stock. This number of holders of record does not represent the actual number of beneficial owners of our common stock
because shares are frequently held in “street name” by securities dealers and others for the benefit of individual owners who have the right to vote their shares.
Dividend Policy
We have not declared or paid any cash dividends on our common stock or any other of our securities and do not expect to pay cash dividends for the
foreseeable future. We currently intend to retain our future earnings, if any, to fund the development and growth of our business. Future decisions concerning
the payment of dividends will depend upon our results of operations, financial condition, capital expenditure plans and debt service requirements, as well as
such other factors that our Board of Directors, in its sole discretion, may consider relevant. In addition, our outstanding indebtedness restricts, and we anticipate
any additional future indebtedness may restrict, our ability to pay cash dividends; provided, however, that we may pay dividends (i) payable solely in our
equity securities or (ii) cash dividends if (1) no default or event of default under the Third Amended Credit Agreement shall have occurred and be continuing at
the time of such dividend or would result therefrom, and (2) we demonstrate that, upon giving pro forma effect to such dividend, our consolidated leverage
ratio (as defined in the Third Amended Credit Agreement) is less than 2.75 to 1.0.
Purchases of Equity Securities
The following table provides information with respect to purchases made by us of shares of our common stock during each of the months during the three-
month period ended December 31, 2024. The amounts below only relate to employee stock activity as the Merger Agreement limits the Company's ability to
repurchase shares of common stock prior to the completion of the Merger, subject to certain exceptions.
Period
(a)
Total Number
of  Shares (or Units)
Purchased
(b)
Average Price
Paid  per Share (or Unit)
(c)
Total Number  of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
(d) Maximum Number  (or
Approximate Dollar
Value) of Shares (or
Units) That May Yet Be
Purchased Under the
Plans or Programs
October 1, 2024 to October 31, 2024
— 
$
— 
— 
$
— 
November 1, 2024 to November 30, 2024
— 
— 
— 
— 
December 1, 2024 to December 31, 2024
15,371 
90.29 
— 
— 
15,371  (1)
$
90.29 
— 
$
— 
(1) Includes shares of common stock surrendered to us by certain employees to satisfy tax withholding obligations in connection with the vesting of
restricted stock units awarded to such employees under our 2018 Omnibus Incentive Compensation Plan. Also includes 785 net shares that were returned
to the Company in December 2024 by a former executive officer of the Company pursuant to an agreement between such former executive officer and
the Company which required shares (for which vesting was accelerated to mitigate impacts that could arise under Sections 280G and 4999 of the Internal
Revenue Code of 1986, as amended) to be returned to the Company if the executive officer voluntarily resigned employment with the Company prior to
the original vesting date of the award.
42

Stock Performance Graph
The Performance Graph below compares the cumulative total stockholder return on our common stock, $0.001 par value per share, for the five-year period
ended December 31, 2024 with the cumulative total return on the NASDAQ composite index and an industry peer group over the same period (assuming the
investment of $100 in our common stock, the NASDAQ composite index and the industry peer group on December  31, 2019 and the reinvestment of
dividends). The peer group we selected is comprised of: Addus Homecare Corporation ("ADUS"), Chemed Corporation ("CHE"), Encompass Health
Corporation ("EHC") and National Healthcare Corporation (“NHC”). The cumulative total stockholder return on the following graph is historical and is not
necessarily indicative of future stock price performance. No cash dividends have been paid on our common stock.
12/31/2019
12/31/2020
12/31/2021
12/31/2022
12/31/2023
12/31/2024
Amedisys, Inc.
$
100.00 
$
175.73 
$
96.98 
$
50.05 
$
56.95 
$
54.39 
NASDAQ Composite
$
100.00 
$
144.92 
$
177.06 
$
119.45 
$
172.77 
$
223.87 
Peer Group
$
100.00 
$
117.92 
$
107.19 
$
111.39 
$
127.54 
$
145.64 
This stock performance information is “furnished” and shall not be deemed to be “soliciting material” or subject to Regulation 14A under the Exchange Act,
shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be deemed
incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date of this report and irrespective of
any general incorporation by reference language in any such filing, except to the extent we specifically incorporate the information by reference.
ITEM 6. [RESERVED]
43

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information we believe is relevant to an assessment and understanding of our results of operations and
financial condition for 2024, 2023 and 2022. This discussion should be read in conjunction with our audited financial statements included in Item 8, "Financial
Statements and Supplementary Data” and Part I, Item 1, “Business” of this Annual Report on Form 10-K. The following analysis contains forward-looking
statements about our future revenues, operating results and expectations. See “Special Caution Concerning Forward-Looking Statements” for a discussion of
the risks, assumptions and uncertainties affecting these statements as well as Part I, Item 1A. “Risk Factors.”
For a discussion of a comparison of the years ended December 31, 2023 and December 31, 2022, please refer to "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities
and Exchange Commission on February 22, 2024.
Overview
We are a provider of high-quality in-home healthcare and related services to the chronic, co-morbid, aging American population, with approximately 70%, 73%
and 74% of our consolidated net service revenue derived from Medicare for 2024, 2023 and 2022, respectively.
Our operations involve servicing patients through our three reportable business segments: home health, hospice and high acuity care. We divested our personal
care business on March 31, 2023. Our home health segment delivers a wide range of services in the homes of individuals who may be recovering from an
illness, injury or surgery. Our hospice segment provides care that is designed to provide comfort and support for those who are facing a terminal illness. Our
high acuity care segment delivers the essential elements of inpatient hospital, palliative and skilled nursing facility ("SNF") care to patients in their homes. As
of December 31, 2024, we owned and operated 347 Medicare-certified home health care centers, 164 Medicare-certified hospice care centers and 8 admitting
high acuity care joint ventures in 38 states within the United States and the District of Columbia.
Care Centers Summary (Includes Unconsolidated Joint Ventures)
Home Health
Hospice
Personal Care
High Acuity Care
At December 31, 2021
331 
175 
14 
7 
Acquisitions/Expansions/De novos
27 
— 
— 
2 
Closed/Consolidated
(11)
(11)
(1)
(1)
At December 31, 2022
347 
164 
13 
8 
Acquisitions/Expansions/De novos
2 
1 
— 
2 
Closed/Consolidated
(3)
— 
(13)
— 
At December 31, 2023
346 
165 
— 
10 
Acquisitions/Expansions/De novos
1 
— 
— 
— 
Closed/Consolidated
— 
(1)
— 
(2)
At December 31, 2024
347 
164 
— 
8 
Proposed Merger
On June 26, 2023, Amedisys, UnitedHealth Group Incorporated, a Delaware corporation ("UnitedHealth Group"), and Aurora Holdings Merger Sub Inc., a
Delaware corporation and a wholly owned subsidiary of UnitedHealth Group ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which Merger Sub will merge with and into Amedisys with Amedisys continuing as the surviving corporation and becoming a wholly
owned subsidiary of UnitedHealth Group (the “Merger”).
On November 12, 2024, the U.S. Department of Justice (“DOJ”) and certain other parties commenced litigation (the “DOJ Action”) against Amedisys and
UnitedHealth Group to block the Merger. Amedisys continues to support UnitedHealth Group in working toward closing the Merger.
44

On December 26, 2024, each of the parties to the Merger Agreement entered into a waiver (the “Waiver”) pursuant to which, among other things, Amedisys
and UnitedHealth Group each waived its right to terminate the Merger Agreement due to a failure of the Merger to have been consummated by the outside date
(as defined in the Merger Agreement) until the earlier of (i) 5:00 p.m. (New York time) on the tenth business day following a final order (whether or not
appealable) issued by the U.S. District Court for the District of Maryland with respect to the complaint filed by the DOJ and certain other parties regarding the
Merger and the other transactions contemplated by the Merger Agreement that permanently prohibits the consummation of the Merger and (ii) 11:59 p.m. (New
York time) on December 31, 2025 (the “Waiver Period”). The Waiver also contains waivers by the parties thereto such that, (i) the Regulatory Break Fee (as
defined in the Merger Agreement) under the Merger Agreement will be $275,000,000, which may escalate up to $325,000,000 for the failure to meet certain
timing milestones related to divesting certain assets to gain approval; (ii) the revenue-related aspect of the definition of “Burdensome Condition” (as defined in
the Merger Agreement) is increased, (iii) Amedisys may take certain actions that would otherwise be prohibited by interim operating covenants contained in the
Merger Agreement and (iv) certain closing conditions relating to government approvals are no longer conditions to the consummation of the Merger.
Subject to the terms and conditions set forth in the Merger Agreement, as modified by the Waiver, at the effective time of the Merger (the "Effective Time"), by
virtue of the Merger: (i) each share of Amedisys common stock (“Amedisys Common Stock”) held in treasury by Amedisys or owned by UnitedHealth Group
or Merger Sub or any of their respective subsidiaries, in each case, immediately prior to the Effective Time will be cancelled (collectively, “cancelled shares”)
without consideration; and (ii) each share of Amedisys Common Stock, other than any cancelled shares, issued and outstanding immediately prior to the
Effective Time will be converted into the right to receive $101 per share in cash, without interest, less any applicable withholding taxes.
On June 28, 2024, Amedisys, UnitedHealth Group and certain of their respective subsidiaries entered into an agreement (the "VCG Purchase Agreement")
relating to the sale of certain Amedisys home health care centers and certain UnitedHealth Group care centers to VCG Luna, LLC ("VCG Luna"), an affiliate of
VitalCaring Group. On January 3, 2025, UnitedHealth Group delivered a notice (the "Termination Notice") to VCG Luna terminating the VCG Purchase
Agreement, following which, on January 8, 2025, UnitedHealth Group and VCG Luna entered into an agreement which provides for, among other things, the
mutual release by the parties thereto of all claims against the other parties to the VCG Purchase Agreement that relate to the VCG Purchase Agreement.
The Merger is subject to a number of conditions to closing as specified in the Merger Agreement, as modified by the Waiver. These closing conditions include,
among others, (i) approval by Amedisys stockholders at the Amedisys Stockholders Meeting (as defined in the Merger Agreement) of the proposal to adopt the
Merger Agreement, which approval was obtained on September 8, 2023; (ii) the expiration or termination of the applicable waiting period (and any extension
thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the receipt of the required state regulatory approvals; (iv) the
absence of any law or order that has the effect of enjoining or otherwise prohibiting the completion of the Merger; and (v) the expiration or early termination of
the waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by the Merger Agreement under all applicable
antitrust laws without the imposition by any governmental entity of any term, condition, obligation, requirement, limitation, prohibition, remedy, sanction or
other action that has resulted in or would reasonably be expected to result in a Burdensome Condition (as defined in the Merger Agreement, as modified by the
Waiver).
Due to these conditions, events and other contingencies, there can be no assurance that the Merger will be successfully completed. During the periods prior to
and including the date of the closing of the Merger, we expect to incur significant additional merger-related expenses. See Part I, Item 1A. “Risk Factors” for
additional information on risks related to the proposed merger.
Termination of Option Care Heath, Inc. ("OPCH") Merger Agreement
As previously disclosed in Amedisys’ Current Report on Form 8-K filed with the SEC on May 3, 2023 and its Quarterly Report on Form 10-Q filed with the
SEC on May 4, 2023, Amedisys entered into an Agreement and Plan of Merger on May 3, 2023 (the “OPCH Merger Agreement”) with OPCH, a Delaware
corporation, and Uintah Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of OPCH (“OPCH Merger Sub”). On June 26, 2023,
Amedisys, OPCH and OPCH Merger Sub entered into the Termination Agreement (the “Termination Agreement”), pursuant to which the parties thereto agreed
to terminate the OPCH Merger Agreement and grant mutual releases by the parties of all claims against the other parties based upon, arising from, in
connection with or relating to the OPCH Merger Agreement. Pursuant to the terms of the Termination Agreement, each of the termination of the OPCH Merger
Agreement and the mutual releases provided for in the Termination Agreement would become effective upon receipt by OPCH of a $106,000,000 termination
fee payable by, or on behalf of, Amedisys within 24 hours of the execution of the Termination Agreement (i.e., before the market open on June 27, 2023). On
June 26, 2023, following the execution of the Termination Agreement, UnitedHealth Group, on behalf of Amedisys, delivered
45

funds to OPCH in an amount equal to $106,000,000, representing the termination fee payable to OPCH under the OPCH Merger Agreement and the
Termination Agreement, satisfying the condition precedent to the effectiveness of the termination of the OPCH Merger Agreement and the releases contained in
the Termination Agreement. If the Merger Agreement is terminated under certain specified circumstance set forth in the Merger Agreement (as modified by the
Waiver), Amedisys may be required to reimburse UnitedHealth Group for the $106,000,000 termination fee that UnitedHealth Group, on Amedisys' behalf,
paid to OPCH, which may be in addition to the $125,000,000 termination fee payable by Amedisys to UnitedHealth Group in the event the Merger Agreement
is terminated under certain specified circumstances. During the year ended December 31, 2023, the $106,000,000 termination fee was recorded to other income
(expense) within our consolidated statement of operations with a corresponding liability to termination fee paid by UnitedHealth Group within our consolidated
balance sheet.
Personal Care Divestiture
On February 10, 2023, we signed a definitive agreement to sell our personal care business (excluding the Florida operations, which were closed during the
three-month period ended March 31, 2023). The divestiture closed on March 31, 2023. We received net proceeds of $47.8 million and recognized a loss of $2.2
million in connection with the divestiture which was recorded to miscellaneous, net within other income (expense) in our consolidated statement of operations.
2024 Developments
•
Maintained the highest Quality of Patient Care star rating in the home health industry of 4.18 with 88% of our care centers at 4+ Stars
•
Outperformed the industry on all Hospice Item Set ("HIS") measures
•
Performed more than 10.7 million visits for more than 499,000 patients
•
Reduced voluntary turnover to 18%
•
Expanded our usage and relationship with Medalogix, a predictive data and analytics company, helping to further optimize our current business and
positioning us to work more closely with Medicare Advantage payors
•
Generated $222 million in cash flow from operations
•
Continued to execute on a clinical optimization plan to gain efficiencies and clinical capacity
•
Significantly grew home health and high acuity care admissions and grew hospice average daily census for the first time since 2020
46

2025 Strategy: Provide the highest quality care to as many patients as possible in the most efficient way.
Specifically, we will:
•
Advance our industry leading Quality of Patient Care star scores in home health and drive best-in-class hospice quality as measured by the Hospice
Care Index
•
Continue to focus on initiatives to hire, train and retain clinicians
•
Reduce clinical turnover to maximize capacity and productivity
•
Build a learning culture through best-in-class leadership development
•
Grow all lines of business organically with a focus on taking share in a declining home health fee for service market, growing both admissions and
average daily census in hospice and same store growth in high acuity care
•
Continue to implement reorganization initiatives to increase efficiency
Financial Performance
On a consolidated basis, operating income decreased $62 million on a $112 million (5%) increase in net service revenue. We grew revenue across all three of
our current operating segments as we grew our admissions in both our home health and high acuity care segments, and our hospice segment grew average daily
census and benefited from a positive Medicare reimbursement update. Our personal care segment, which was sold on March 31, 2023, contributed $15 million
in net service revenue in 2023. The decrease in our operating income is due primarily to a $30 million increase in merger-related expenses and a $48 million
impairment in our high acuity care segment. Other items impacting our performance were continued wage inflation, rising health insurance costs and a
continuation of the shift in our home health volumes from episodic to non-episodic payors.
Economic and Industry Factors
Our segments operate in a highly fragmented and highly competitive industry. The degree of competitiveness for our home health and hospice care centers
varies based upon whether our care centers operate in states that require a certificate of need ("CON"), permit of approval ("POA") or facility needs review
("FNR"). In such states, expansion by existing providers or entry into the market by new providers is permitted only where the determination is made by state
health authorities that a given amount of unmet healthcare need exists. Currently, 67% and 34% of our home health and hospice care centers, respectively,
operate in CON, POA or FNR states.
As the federal government continues to debate a reduction in expenditures and a reform of the Medicare system, our industry continues to face reimbursement
pressures. These reform efforts could result in major changes in the healthcare delivery and reimbursement system on a national and state level, including
changes directly impacting the reimbursement systems for our home health and hospice care centers.
The healthcare industry is highly dependent on labor in order to provide necessary clinical services. Our ability to grow and our financial results have been
impacted by clinician labor shortages and rising labor costs. We expect these issues to continue as labor shortages, wage inflation and health insurance costs
remain a challenge for the industry.
The Centers for Medicare and Medicaid Services ("CMS") Payment Updates
Hospice
On July 30, 2024, CMS issued the final rule to update hospice payment rates and the wage index for fiscal year 2025, effective for services provided beginning
October 1, 2024. CMS estimates hospices serving Medicare beneficiaries will see a 2.9% increase in payments. This increase is the result of a 3.4% market
basket adjustment as required under the Patient Protection and Affordable Healthcare Act and the Health Care and Education Reconciliation Act ("PPACA")
less a 0.5% productivity adjustment. Additionally, CMS increased the aggregate cap amount by 2.9% to $34,465. Based on our analysis of the final rule, we
expect our impact to be in line with the 2.9% increase.
47

Home Health
On November 1, 2024, CMS issued the Calendar Year ("CY") 2025 Final Rule for Medicare home health providers. CMS estimates that the final rule will
result in a 0.5% increase in payments to home health providers. This increase is the result of a 2.7% payment update (3.2% market basket adjustment less a
0.5% productivity adjustment) offset by a decrease of 0.4% for the update to the fixed-dollar loss ratio used in determining outlier payments and a permanent
adjustment of -1.8% based on the difference between assumed and actual behavior changes resulting from the implementation of the Patient-Driven Groupings
Model ("PDGM"). Based on our analysis of the final rule, we expect our impact to be in line with the 0.5% increase.
The following payment adjustments are effective for each of the years indicated based on CMS' final rules:
Home Health
Hospice
2025
2024
2023
2025
2024
2023
Market Basket Update
3.2 %
3.3 %
4.1 %
3.4 %
3.3 %
4.1 %
Productivity Adjustment
(0.5)
(0.3)
(0.1)
(0.5)
(0.2)
(0.3)
Behavioral Adjustment
(1.8)
(2.6)
(3.5)
— 
— 
— 
Fixed-Dollar Loss Ratio Adjustment
(0.4)
0.4 
0.2 
— 
— 
— 
Estimated Industry Impact
0.5 %
0.8 %
0.7 %
2.9 %
3.1 %
3.8 %
Estimated Company-Specific Impact
0.5 %
0.8 %
— %
2.9 %
3.1 %
3.8 %
(1) Effective for services provided from October 1, 2024 to September 30, 2025.
(2) Our company-specific impact of the home health final rule could differ depending on differences in the wage index, our patient case mix and other
factors, such as low utilization payment adjustments ("LUPAs") or outliers. Our company-specific impact of the hospice final rule could differ based on
our mix of patients and differences in the wage index.
Governmental Inquiries and Investigations and Other Litigation
On November 12, 2024, the DOJ and certain other parties commenced the DOJ Action against Amedisys and UnitedHealth Group alleging that the Merger, if
consummated, would violate Section 7 of the Clayton Act and so should be enjoined. Additionally, the DOJ Action alleges that the Company committed certain
violations of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and requests civil penalties against the Company for alleged violation of
Section 7A. We believe the plaintiffs' claims are without merit and intend to vigorously defend against such claims. The DOJ Action remains pending. The U.S.
District Court for the District of Maryland has tentatively set October 27, 2025 as the start date for the trial, but may reschedule the trial to begin later, on or
about February 9, 2026. The U.S. District Court for the District of Maryland has stated that it will make a final determination as to the trial date in late August
2025. See Part I, Item 1A. "Risk Factors – Litigation challenging the Merger Agreement may prevent the Merger from being consummated by the end of the
Waiver Period or at all" for additional information.
See also Item 8, Note 11 – Commitments and Contingencies to our consolidated financial statements for a discussion of and updates regarding additional legal
proceedings and investigations we are involved in. No assurances can be given as to the timing or outcome of these items.
(1)
(2)
48

Results of Operations
Consolidated
The following table summarizes our consolidated results of operations (amounts in millions):
For the Years Ended December 31,
2024
2023
2022
Net service revenue
$
2,348.3 
$
2,236.4 
$
2,223.2 
Cost of service, inclusive of depreciation
1,330.6 
1,245.5 
1,260.4 
Gross margin
1,017.7 
990.9 
962.8 
% of net service revenue
43.3 %
44.3 %
43.3 %
General and administrative expenses
856.8 
816.8 
754.1 
% of net service revenue
36.5 %
36.5 %
33.9 %
Depreciation and amortization
18.0 
17.7 
24.9 
Impairment
48.4 
— 
3.0 
Operating income
94.5 
156.4 
180.8 
Total other expense, net
(8.3)
(116.8)
(20.5)
Income tax expense
(48.1)
(50.6)
(42.5)
Effective income tax rate
55.7 %
127.7 %
26.5 %
Net income (loss)
38.1 
(10.9)
117.7 
Net loss attributable to noncontrolling interests
5.1 
1.2 
0.9 
Net income (loss) attributable to Amedisys, Inc.
$
43.2 
$
(9.7)
$
118.6 
Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023
On a consolidated basis, our operating income decreased $62 million on a $112 million increase in net service revenue. Our year-over-year results were
impacted by an increase in our merger-related expenses totaling $30 million, a $48 million impairment associated with our high acuity care segment and the
divestiture of our personal care line of business (which contributed $15 million in net service revenue and $2 million in operating income in the prior year).
Excluding these items, our operating income increased $18 million on a $127 million increase in net service revenue due to rate increases and home health
volume growth, partially offset by planned wage increases, wage inflation, a shift in our home health payor mix, investments in hospice clinical staffing, an
increase in our health insurance costs and an increase in our general and administrative expenses.
Our operating results reflect a $40 million increase in our general and administrative expenses compared to the prior year. Excluding the increase in our
merger-related expenses ($30 million) and the general and administrative expenses of our personal care line of business ($2 million in the prior year), our
general and administrative expenses increased $12 million due to planned wage increases, higher incentive compensation costs and higher legal and
information technology fees. These items were partially offset by lower acquisition and integration costs and lower costs/savings associated with clinical
optimization and reorganization initiatives.
Total other expense, net includes the following items (amounts in millions):
For the Years Ended December 31,
2024
2023
2022
Interest income
$
8.1 
$
3.3 
$
0.2 
Interest expense
(30.8)
(31.3)
(22.2)
Equity in earnings (loss) from equity method investments
6.3 
10.8 
(0.1)
Merger termination fee
— 
(106.0)
— 
Miscellaneous, net
8.1 
6.5 
1.6 
Total other expense, net
$
(8.3)
$
(116.8)
$
(20.5)
The merger termination fee represents the fee associated with Amedisys' termination of the OPCH Merger Agreement. The fee was paid by UnitedHealth
Group on Amedisys' behalf during the year ended December 31, 2023. Amedisys may be required to reimburse UnitedHealth Group for the termination fee
payment under certain circumstances (see Item 8, Note 4 – Mergers, Acquisitions and Dispositions to our consolidated financial statements for additional
information).
49

Home Health Segment
The following table summarizes our home health segment results of operations:
For the Years Ended December 31,
2024
2023
2022
Financial Information (in millions):
Medicare
$
856.4 
$
874.2 
$
896.5 
Non-Medicare
634.1 
529.4 
465.2 
Net service revenue
1,490.5 
1,403.6 
1,361.7 
Cost of service, inclusive of depreciation
874.9 
801.1 
773.9 
Gross margin
615.6 
602.5 
587.8 
General and administrative expenses
372.2 
363.5 
351.1 
Depreciation and amortization
7.8 
6.0 
4.0 
Operating income
$
235.6 
$
233.0 
$
232.7 
Same Store Growth :
Medicare revenue
(2 %)
(3 %)
(5 %)
Non-Medicare revenue
20 %
13 %
2 %
Total admissions
11 %
6 %
3 %
Total volume
8 %
4 %
— %
Key Statistical Data - Total :
Admissions
441,945 
399,752 
376,399 
Recertifications
184,613 
179,719 
178,445 
Total volume
626,558 
579,471 
554,844 
Medicare completed episodes
289,289 
295,017 
305,455 
Average Medicare revenue per completed episode
$
3,021 
$
2,998 
$
3,013 
Medicare visits per completed episode
12.0 
12.4 
12.9 
Visiting clinician cost per visit
$
108.01 
$
103.31 
$
100.03 
Clinical manager cost per visit
12.41 
11.58 
11.19 
Total cost per visit
$
120.42 
$
114.89 
$
111.22 
Visits
7,265,742 
6,972,929 
6,958,541 
(1) Same store information represents the percent change in our Medicare, Non-Medicare and Total revenue, admissions or volume for the period as a
percent of the Medicare, Non-Medicare and Total revenue, admissions or volume of the prior period. Same store is defined as care centers that we have
operated for at least the last twelve months and startups that are an expansion of a same store care center.
(2) Total volume includes all admissions and recertifications.
(3) Total includes acquisitions, start-ups and de novos.
(4) Average Medicare revenue per completed episode is the average Medicare revenue earned for each Medicare completed episode of care. Average
Medicare revenue per completed episode reflects the suspension of sequestration for the period May 1, 2020 through March 31, 2022 and the
reinstatement of sequestration at 1% effective April 1, 2022 and at 2% effective July 1, 2022.
(5) Medicare visits per completed episode are the home health Medicare visits on completed episodes divided by the home health Medicare episodes
completed during the period.
Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023
Operating Results
Overall, our operating income increased $3 million on an $87 million increase in net service revenue. Volume growth and rate increases, which are the main
drivers of our revenue growth, were partially offset by a shift in our payor mix, planned wage increases, an increase in new hire pay, wage inflation and higher
health insurance costs.
(1)
(2)
(3)
(4)
(5)
50

Net Service Revenue
Our net service revenue increased $87 million as a result of total volume growth of 8% (admissions growth was 11%) and rate increases (both Medicare and
per visit).
Cost of Service, Inclusive of Depreciation
Our cost of service consists of costs associated with direct clinician care in the homes of our patients as well as the cost of clinical managers who monitor the
overall delivery of care and certified coders. Overall, our total cost of service increased 9% due to a 5% increase in our total cost per visit and a 4% increase in
total visits year over year. The 5% increase in our total cost per visit is primarily due to planned wage increases, an increase in new hire pay, wage inflation and
an increase in health insurance costs.
General and Administrative Expenses
Our general and administrative expenses increased $9 million due to planned wage increases, higher incentive compensation costs and higher information
technology fees partially offset by savings associated with clinical optimization and reorganization initiatives.
Hospice Segment
The following table summarizes our hospice segment results of operations:
For the Years Ended December 31,
2024
2023
2022
Financial Information (in millions):
Medicare
$
783.9 
$
754.0 
$
744.1 
Non-Medicare
41.9 
44.8 
43.7 
Net service revenue
825.8 
798.8 
787.8 
Cost of service, inclusive of depreciation
429.7 
412.2 
426.5 
Gross margin
396.1 
386.6 
361.3 
General and administrative expenses
197.1 
193.1 
203.3 
Depreciation and amortization
3.1 
3.0 
2.3 
Operating income
$
195.9 
$
190.5 
$
155.7 
Same Store Growth :
Medicare revenue
4 %
1 %
(1 %)
Hospice admissions
(2 %)
(5 %)
(1 %)
Average daily census
— %
(1 %)
(1 %)
Key Statistical Data - Total :
Hospice admissions
48,426 
49,587 
52,656 
Average daily census
12,916 
12,863 
13,091 
Revenue per day, net
$
174.68 
$
170.14 
$
164.88 
Cost of service per day
$
90.90 
$
87.80 
$
89.26 
Average discharge length of stay
94 
93 
91 
(1) Same store information represents the percent change in our Medicare revenue, Hospice admissions or average daily census for the period as a percent
of the Medicare revenue, Hospice admissions or average daily census of the prior period. Same store is defined as care centers that we have operated
for at least the last twelve months and startups that are an expansion of a same store care center.
(2) Total includes acquisitions and de novos.
(1)
(2)
51

Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023
Operating Results
Overall, our operating income increased $5 million on a $27 million increase in net service revenue due to the increases in reimbursement effective October 1,
2023 and 2024, an increase in our average daily census and savings associated with clinical optimization and reorganization initiatives which were partially
offset by planned wage increases, wage inflation, investments in hospice clinical staffing and an increase in our health insurance costs.
Net Service Revenue
Our net service revenue increased $27 million due to the increases in reimbursement effective October 1, 2023 and 2024, one additional calendar day in 2024
and an increase in our average daily census.
Cost of Service, Inclusive of Depreciation
Our hospice cost of service increased 4% primarily due to a 4% increase in our cost of service per day. The increase in our cost of service per day is due to
planned wage increases, wage inflation, investments in hospice clinical staffing and an increase in our health insurance costs. These items were partially offset
by savings associated with clinical optimization and reorganization initiatives and lower contractor utilization.
General and Administrative Expenses
Our general and administrative expenses increased $4 million primarily due to planned wage increases and higher incentive compensation costs partially offset
by savings associated with clinical optimization and reorganization initiatives.
High Acuity Care Segment
The following table summarizes our high acuity care segment results of operations:
For the Years Ended December 31,
2024
2023
2022
Financial Information (in millions):
Medicare
$
— 
$
— 
$
— 
Non-Medicare
32.0 
19.0 
12.3 
Net service revenue
32.0 
19.0 
12.3 
Cost of service, inclusive of depreciation
26.0 
21.1 
13.3 
Gross margin
6.0 
(2.1)
(1.0)
General and administrative expenses
22.7 
20.4 
19.7 
Depreciation and amortization
3.4 
3.1 
3.3 
Impairment
48.4 
— 
3.0 
Operating loss
$
(68.5)
$
(25.6)
$
(27.0)
Key Statistical Data - Total:
Full risk admissions
761 
648 
448 
Limited risk admissions
2,612 
1,804 
1,142 
Total admissions
3,373 
2,452 
1,590 
Full risk revenue per episode
$
10,470 
$
10,565 
$
11,273 
Limited risk revenue per episode
$
6,685 
$
6,187 
$
5,553 
Number of admitting joint ventures
8 
10 
8 
52

Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023
Operating Results
Our operating loss increased $43 million on a $13 million increase in net service revenue which is inclusive of a $48 million non-cash impairment charge
recorded during 2024 in connection with our annual goodwill and other intangibles impairment analysis (see Item 8, Note 2 – Summary of Significant
Accounting Policies, "Goodwill and Other Intangible Assets" and Note 5 – Goodwill and Other Intangible Assets, Net to our consolidated financial statements
for additional information). Excluding the $48 million impairment, our operating loss decreased $6 million on a $13 million increase in net service revenue.
Our year over year results were impacted by growth in our home recovery care services, savings generated on the first performance year of our risk-based
palliative care contract and the reversal of incentive compensation costs in prior year ($1 million favorable impact on prior year general and administrative
expenses).
We expect our high acuity care segment to continue to generate operating losses; however, we also expect improvement as we leverage our operating structure
through growth in current and future joint ventures and expansion of palliative care at home arrangements.
Net Service Revenue
Our net service revenue increased as a result of growth in our home recovery care services and savings generated on the first performance year of our risk-
based palliative care contract. Our high acuity care segment achieved its highest total admissions volume since inception during 2024.
Cost of Service, Inclusive of Depreciation
Our cost of service consists primarily of medical costs associated with direct clinician care provided to our patients during the applicable episode period, costs
associated with our virtual care unit which enables us to provide monitoring services and facilitates virtual patient rounding visits via telehealth and costs
associated with resources to support our risk-based palliative care at home contract as well as other palliative care arrangements. The increase in cost of service
over prior year is related to growth in volume.
General and Administrative Expenses
Our general and administrative expenses, which primarily consist of salaries, benefits and incentive compensation costs, increased $2 million primarily due to
planned wage increases and higher incentive compensation costs resulting largely from the reversal of incentive compensation costs in prior year.
53

Personal Care Segment
The following table summarizes our personal care segment results of operations:
For the Years Ended December 31,
2024
2023
2022
Financial Information (in millions):
Medicare
$
— 
$
— 
$
— 
Non-Medicare
— 
15.0 
61.4 
Net service revenue
— 
15.0 
61.4 
Cost of service, inclusive of depreciation
— 
11.1 
46.7 
Gross margin
— 
3.9 
14.7 
General and administrative expenses
— 
2.3 
9.2 
Depreciation and amortization
— 
— 
0.1 
Operating income
$
— 
$
1.6 
$
5.4 
Key Statistical Data - Total:
Billable hours
— 
440,464 
1,851,563 
Clients served
— 
7,892 
10,448 
Shifts
— 
191,379 
791,596 
Revenue per hour
$
— 
$
33.97 
$
33.15 
Revenue per shift
$
— 
$
78.19 
$
77.55 
Hours per shift
— 
2.3 
2.3 
Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023
We completed the sale of our personal care business on March 31, 2023.
Corporate
The following table summarizes our corporate results of operations:
For the Years Ended December 31,
2024
2023
2022
Financial Information (in millions):
General and administrative expenses
$
264.8 
$
237.5 
$
170.8 
Depreciation and amortization
3.7 
5.6 
15.2 
Total operating expenses
$
268.5 
$
243.1 
$
186.0 
Corporate expenses consist of costs related to our executive management and corporate and administrative support functions, primarily information services,
accounting, finance, billing and collections, legal, compliance, risk management, procurement, marketing, clinical administration, training, human resources
and administration.
Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023
Corporate general and administrative expenses increased $27 million year over year, which is inclusive of an increase in merger-related expenses totaling $30
million. Excluding these costs, our corporate general and administrative expenses decreased $3 million primarily due to lower acquisition and integration costs
and lower costs associated with clinical optimization and reorganization initiatives. These items were partially offset by planned wage increases, higher
incentive compensation costs and higher legal and information technology fees.
Corporate depreciation and amortization decreased $2 million year over year due to a reduction in amortization expense related to non-compete agreements
that were fully amortized as of December 31, 2023.
54

Liquidity and Capital Resources
Cash Flows
The following table summarizes our cash flows for the periods indicated (amounts in millions):
For the Years Ended December 31,
2024
2023
2022
Cash provided by operating activities
$
221.7 
$
137.2 
$
133.3 
Cash (used in) provided by investing activities
(8.4)
35.1 
(94.5)
Cash used in financing activities
(48.9)
(87.5)
(30.4)
Net increase in cash, cash equivalents and restricted cash
164.4 
84.7 
8.4 
Cash, cash equivalents and restricted cash at beginning of period
138.9 
54.1 
45.8 
Cash, cash equivalents and restricted cash at end of period
$
303.2 
$
138.9 
$
54.1 
Cash provided by operating activities for 2024, 2023 and 2022 has provided sufficient liquidity to fund our operations and finance our capital expenditures,
both routine and non-routine. Changes in our cash provided by operating activities during the past three years were primarily the result of fluctuations in our
net income primarily driven by merger-related costs as well as the timing of the collection of our accounts receivable and the of payment of accounts payable
and accrued expenses. Cash provided by operating activities increased $84.5 million during 2024 primarily due to a reduction in unbilled receivables which
resulted in higher collections of accounts receivable as well as the timing of the payment of accounts payable and accrued expenses. Cash provided by
operating activities increased $3.9 million during 2023 compared to 2022 primarily due to the timing of the payment of accrued expenses and a change in the
presentation of payments associated with our fleet vehicles due to the modification of our fleet leases effective January 1, 2023 (financing activity in 2023
versus operating activity in 2022). These items were partially offset by the payment of merger-related expenses and an increase in days revenue outstanding.
Our investing activities primarily consist of the purchase of property and equipment and technology assets, investments and acquisitions/divestitures. Cash
used in investing activities totaled $8.4 million during 2024 and was primarily related to the purchase of property and equipment and technology assets as well
as investments in joint ventures. Cash provided by investing activities totaled $35.1 million during 2023 and was related to the divestiture of our personal care
line of business partially offset by the purchase of software licenses and property and equipment. Cash used in investing activities totaled $94.5 million during
2022 and was primarily related to acquisition spend and investments.
Our financing activities primarily consist of borrowings under our term loan and/or revolving credit facility, repayments of borrowings, the remittance of taxes
associated with shares withheld on non-cash compensation, proceeds related to the exercise of stock options, proceeds related to the purchase of stock under
our employee stock purchase plan and our purchase of company stock under our stock repurchase programs. Cash used in financing activities totaled $48.9
million during 2024 and was primarily related to the repayment of borrowings and the remittance of taxes associated with shares withheld on non-cash
compensation. Cash used in financing activities totaled $87.5 million during 2023 and $30.4 million during 2022. The $57.1 million change is primarily due to
the repayment of borrowings. Net proceeds from the divestiture of our personal care line of business were used to pay down a portion of our outstanding term
loan balance during 2023.
Liquidity
Typically, our principal source of liquidity is the collection of our patient accounts receivable, primarily through the Medicare program. In addition to our
collection of patient accounts receivable, from time to time, we can and do obtain additional sources of liquidity by the incurrence of additional indebtedness.
Prior to February 2024, the Company exclusively utilized Change Healthcare, a subsidiary of UnitedHealth Group, to submit patient claims to Medicare and all
other payors for reimbursement. On February 22, 2024, UnitedHealth Group announced that on February 21, 2024, Change Healthcare’s information
technology systems were impacted by a cybersecurity incident. The Change Healthcare cybersecurity incident did not impact our day-to-day operations;
however, we were delayed in submitting patient claims to certain non-Medicare payors which resulted in a reduction in our operating cash flow and an increase
in our accounts receivable during the first and second quarters. There was minimal impact to our Medicare claim submissions as we were able to quickly
redirect our Medicare claims to an alternative clearinghouse. As of September 30, 2024, we had resolved the buildup in accounts receivable resulting from the
Change Healthcare outage.
55

During 2024, we invested $7.4 million in capital expenditures and technology assets as compared to $12.7 million and $7.2 million during 2023 and 2022,
respectively. Our capital expenditures and investments in technology assets for 2025 are expected to be approximately $4.0 million to $6.0 million.
As of December 31, 2024, we had $303.2 million in cash and cash equivalents and $511.2 million in availability under our $550.0 million Revolving Credit
Facility.
Based on our operating forecasts and our debt service requirements, we believe we will have sufficient liquidity to fund our operations, capital requirements
and debt service requirements for the next twelve months and beyond.
Outstanding Patient Accounts Receivable
Our patient accounts receivable decreased $17.3 million from December 31, 2023. Our days revenue outstanding, net at December 31, 2024 was 43.0 days
which is a decrease of 4.7 days from December 31, 2023. Our cash collection as a percentage of revenue was 101% and 100% for the twelve-month periods
ended December 31, 2024 and 2023, respectively.
Our patient accounts receivable includes unbilled receivables which are aged based upon the initial service date. We monitor unbilled receivables on a care
center by care center basis to ensure that all efforts are made to bill claims within timely filing deadlines. Our unbilled patient accounts receivable may be
impacted by pre-claim reviews in the Review Choice Demonstration states, reviews under the Targeted Probe and Educate program, voluntary pre-bill edits and
reviews, efforts to secure needed documentation to bill (orders, consents, etc.), integrations of acquisitions, changes of ownership and any regulatory and
procedural updates impacting claim submission. The timely filing deadline for Medicare is one year from the date of the last billable service in the 30-day
billing period and varies by state for Medicaid-reimbursable services and among insurance companies and other private payors.
The following schedules detail our patient accounts receivable, by payor class, aged based upon initial date of service (amounts in millions, except days
revenue outstanding):
0-90
91-180
181-365
Over 365
Total
At December 31, 2024:
Medicare patient accounts receivable
$
178.6 
$
9.7 
$
0.9 
$
— 
$
189.2 
Other patient accounts receivable:
Medicaid
19.9 
2.0 
0.9 
— 
22.8 
Private
76.3 
7.0 
0.8 
— 
84.1 
Total
$
96.2 
$
9.0 
$
1.7 
$
— 
$
106.9 
Total patient accounts receivable
$
296.1 
Days revenue outstanding
43.0 
0-90
91-180
181-365
Over 365
Total
At December 31, 2023:
Medicare patient accounts receivable
$
190.3 
$
16.1 
$
6.4 
$
1.9 
$
214.7 
Other patient accounts receivable:
Medicaid
17.8 
1.4 
0.5 
— 
19.7 
Private
67.4 
6.6 
5.0 
— 
79.0 
Total
$
85.2 
$
8.0 
$
5.5 
$
— 
$
98.7 
Total patient accounts receivable
$
313.4 
Days revenue outstanding
47.7 
(1) Our calculation of days revenue outstanding is derived by dividing our ending patient accounts receivable at December 31, 2024 and 2023 by our
average daily net service revenue for the three-month periods ended December 31, 2024 and 2023, respectively.
(1)
(1)
56

Indebtedness
Third Amended Credit Agreement
Our Credit Agreement provides for a senior secured credit facility in an initial aggregate principal amount of up to $1.0 billion, which includes a $550.0 million
Revolving Credit Facility and a term loan facility with a principal amount of up to $450.0 million (the "Amended Term Loan Facility" and collectively with the
Revolving Credit Facility, the "Amended Credit Facility"). On March 10, 2023, we entered into the Third Amendment to our Credit Agreement (as amended by
the Third Amendment, the "Third Amended Credit Agreement") which (i) formally replaced the use of the London Interbank Offered Rate ("LIBOR") with the
Secured Overnight Financing Rate ("SOFR") for interest rate pricing and (ii) allowed for the disposition of our personal care business. In accordance with the
requirements under the Third Amended Credit Agreement, net proceeds received from the divestiture of our personal care line of business were used to prepay
a portion of our Amended Term Loan Facility during the year ended December 31, 2023.
The loans issued under the Amended Credit Facility bear interest on a per annum basis, at our election, at either: (i) the Base Rate plus the Applicable Rate or
(ii) the Term SOFR plus the Applicable Rate. The “Base Rate” means a fluctuating rate per annum equal to the highest of (a) the federal funds rate plus 0.50%
per annum, (b) the prime rate of interest established by the Administrative Agent, and (c) the Term SOFR plus 1% per annum. The “Term SOFR” means the
quoted rate per annum equal to the SOFR for an interest period of one or three months (as selected by us) plus the SOFR adjustment of 0.10%. The final
maturity date of the Amended Credit Facility is July 30, 2026.
Our weighted average interest rate for borrowings under our Amended Term Loan Facility was 7.0% for the year ended December 31, 2024 and 6.8% for the
year ended December 31, 2023. As of December 31, 2024 and 2023, we had no outstanding borrowings under our $550.0 million Revolving Credit Facility.
Our weighted average interest rate for borrowings under our $550.0 million Revolving Credit Facility was 6.2% for the year ended December 31, 2023.
As of December 31, 2024, our availability under our $550.0 million Revolving Credit Facility was $511.2 million as we have no outstanding borrowings and
$38.8 million outstanding in letters of credit. We are in compliance with our covenants under the Third Amended Credit Agreement as of December 31, 2024.
See Item 8, Note 8 – Long Term Obligations to our consolidated financial statements for additional details on our outstanding long-term obligations.
Stock Repurchase Programs
On August 2, 2021, our Board of Directors authorized a share repurchase program, under which we could repurchase up to $100 million of our outstanding
common stock through December 31, 2022 (the "2022 Share Repurchase Program"). Pursuant to this program, we repurchased 150,000 shares of our common
stock at a weighted average price of $115.64 per share and a total cost of approximately $17 million during the year ended December 31, 2022. The
repurchased shares were classified as treasury shares. The 2022 Share Repurchase Program expired on December 31, 2022.
On February 2, 2023, our Board of Directors authorized a share repurchase program, under which we could repurchase up to $100 million of our outstanding
common stock through December 31, 2023 (the "2023 Share Repurchase Program"). We did not repurchase any shares under the 2023 Share Repurchase
Program as the Merger Agreement limited our ability to repurchase shares of our common stock prior to the completion of the Merger, subject to certain
exceptions. The 2023 Share Repurchase Program expired on December 31, 2023.
Under the terms of the 2022 and 2023 Share Repurchase Programs, we were allowed to repurchase shares from time to time through open market purchases,
unsolicited or solicited privately negotiated transactions, an accelerated stock repurchase program, and/or a trading plan in compliance with Exchange Act Rule
10b5-1. The timing and the amount of the repurchases were determined by management based on a number of factors, including but not limited to share price,
trading volume and general market conditions, as well as on working capital requirements, general business conditions and other factors. Effective January 1,
2023, repurchases became subject to a 1% excise tax under the Inflation Reduction Act.
57

Contractual Obligations
Our future contractual obligations at December 31, 2024 were as follows (amounts in millions):
Payments Due by Period
Total
Less than
1 Year
2-3
Years
4-5
Years
After
5 Years
Long-term obligations
$
349.4 
$
22.5 
$
326.9 
$
— 
$
— 
Interest on long-term obligations (1)
31.3 
20.2 
11.1 
— 
— 
Finance leases
32.1 
16.3 
13.6 
2.1 
0.1 
Operating leases
89.4 
29.2 
44.3 
15.3 
0.6 
Purchase obligations (2)
5.7 
4.3 
1.4 
— 
— 
$
507.9 
$
92.5 
$
397.3 
$
17.4 
$
0.7 
(1) Interest on debt with variable rates was calculated using the current rate for that particular debt instrument at December 31, 2024.
(2) Purchase obligations are primarily related to information technology contracts and software licenses as well as potential penalties associated with the
early termination of certain contracts.
Inflation
Our operations have been materially impacted by the current inflationary environment as we have experienced inflation in our labor costs and healthcare costs.
We expect inflation to continue to impact our operations in 2025. As of December 31, 2024, the impacts of inflation on our results of operations have been
partially mitigated by rate increases and reorganization initiatives. No assurance can be given as to our ability to offset the impacts of inflation in the future.
Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared
in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. On an
ongoing basis, we evaluate our estimates, including those related to revenue recognition, collectability of accounts receivable, reserves related to insurance and
litigation, business combinations, goodwill, intangible assets, income taxes and contingencies. We base these estimates on our historical experience and various
other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources. Actual results experienced may vary materially and adversely from our estimates. To
the extent there are material differences between our estimates and the actual results, our future results of operations may be affected.
We believe the following critical accounting policies represent our most significant judgments and estimates used in the preparation of our consolidated
financial statements.
Revenue Recognition
Net service revenues are derived from home health, hospice and high acuity care services provided to patients. We recognize revenue in the period in which we
satisfy our performance obligations under our contracts by transferring our promised services to our customers in amounts that reflect the consideration to
which we expect to be entitled in exchange for providing patient care, which are the transaction prices allocated to the distinct services. Our performance
obligation is the delivery of patient care services in accordance with the nature and frequency of services outlined in physicians' orders, which are determined
by a physician based on a patient's specific goals.
We determine the transaction price based on gross charges for services provided, reduced by estimates for contractual and non-contractual revenue adjustments.
Contractual revenue adjustments are recorded for the difference between our standard rates and the contracted rates to be realized from patients, third-party
payors and others for services provided. Non-contractual revenue adjustments include discounts provided to self-pay, uninsured patients or other payors,
adjustments resulting from audits and payment reviews and adjustments arising from our inability to obtain appropriate billing documentation, authorizations
or face-to-face documentation. Subsequent changes to the estimate of the transaction price are recorded as adjustments to net service revenue in the period of
change.
58

See Item 8, Note 2 – Summary of Significant Accounting Policies to our consolidated financial statements for a complete discussion of our revenue recognition
policies.
Goodwill and Other Intangible Assets
We evaluate goodwill and other intangible assets for impairment as of October 31st of each year. Tests are performed more frequently if events occur or
circumstances change that would more likely than not reduce the fair value of the reporting unit and/or intangible asset below its carrying amount.
U.S. GAAP allows for annual impairment testing to be done on a qualitative basis first to determine if it is more likely than not that the fair value of a reporting
unit and/or intangible asset exceeds its carrying value. The qualitative assessment includes an evaluation of relevant events and circumstances including, but
not limited to, financial performance, market conditions and share price. If, based on the qualitative assessment, it is determined that it is more likely than not
that the fair value of the reporting unit and/or intangible asset is less than its carrying value, then a quantitative analysis is performed to determine the fair
value. A quantitative assessment includes the use of various valuation techniques, including the income approach and the market approach, and requires us to
make estimates and assumptions surrounding projected revenues and costs, growth rates and discount rates.
During 2024, we performed a qualitative assessment to determine if it was more likely than not that the fair values of our reporting units were less than their
carrying values. Based on this assessment, we concluded that the goodwill associated with our home health and hospice reporting units was not considered at
risk of impairment as of October 31, 2024. In addition to the qualitative assessment, we also performed a quantitative analysis using an income approach for
our high acuity care reporting unit due to delays in achieving our long-term projections established as of the August 2021 acquisition date. Based on this
analysis, we concluded that the carrying value of the goodwill associated with our high acuity care reporting unit exceeded its fair value as of October 31,
2024. As a result, we recorded a non-cash impairment charge of $30.8 million during the three-month period ended December 31, 2024. Additionally, we
allocated a portion of the goodwill impairment to noncontrolling interests and recorded an adjustment totaling $5.9 million to reduce the carrying value of the
noncontrolling interests. The remaining carrying value of the goodwill associated with our high acuity care reporting unit is $200.3 million as of December 31,
2024.
During 2024, we performed a qualitative assessment of our indefinite-lived intangible assets to determine if it was more likely than not that the fair values of
any of our indefinite-lived intangible assets would be less than their carrying amounts. Based on this assessment, we concluded that the indefinite-lived
intangible assets associated with our home health and hospice reporting units were not considered at risk of impairment as of October 31, 2024. In addition to
the qualitative assessment, we also performed a quantitative analysis using the relief from royalty method for the indefinite-lived intangible assets (acquired
names) associated with our high acuity care reporting unit due to delays in achieving our long-term projections established as of the August 2021 acquisition
date. Based on this analysis, we concluded that the carrying value of the indefinite-lived intangible assets (acquired names) associated with our high acuity care
reporting unit exceeded their fair values as of October 31, 2024. As a result, we recorded a non-cash impairment charge of $17.6 million during the three-month
period ended December 31, 2024. The remaining carrying value of the indefinite-lived assets (acquired names) associated with our high acuity care reporting
unit is $10.7 million as of December 31, 2024.
The results of the quantitative analysis are sensitive to changes in key assumptions related to our high acuity care reporting unit, such as revenue growth,
discount rates, labor costs and delays in our ability to enter into joint ventures or other arrangements with health system partners and health plans, which could
negatively impact our forecasted cash flows and result in an impairment charge in future periods.
See Item 8, Note 2 – Summary of Significant Accounting Policies, "Goodwill and Other Intangible Assets" and Note 5 – Goodwill and Other Intangible Assets,
Net to our consolidated financial statements for additional information.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from fluctuations in interest rates. Our Term Loan and Revolving Credit Facility carry a floating interest rate which is tied to the
Secured Overnight Financing Rate ("SOFR") and the Prime Rate, and therefore, our consolidated statements of operations and our consolidated statements of
cash flows are exposed to changes in interest rates. As of December 31, 2024, the total amount of outstanding debt subject to interest rate fluctuations was
$349.4 million. A 1.0% interest rate change would cause interest expense to change by approximately $3.5 million annually, assuming the Company makes no
principal repayments.
59

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Amedisys, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Amedisys, Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the
related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended
December 31, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for
each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal
control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 27, 2025 expressed an unqualified opinion on the
effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing
procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were
communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated
financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing
separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
60

Evaluation of the non-contractual revenue adjustment estimates for Home Health
As discussed in Note 2 to the consolidated financial statements, the Company determines the transaction price for revenue contracts based on gross
charges for services provided, reduced by estimates for contractual and non-contractual revenue adjustments. Non-contractual revenue adjustments
include discounts provided to self-pay, uninsured patients or other payors, adjustments resulting from payment reviews and adjustments arising from
the Company’s inability to obtain appropriate billing documentation, authorizations or face-to-face documentation. Non-contractual revenue
adjustments are recorded based on the Company’s historical collection experience, aged accounts receivable by payor and current industry conditions.
The non-contractual revenue adjustments represent the difference between amounts billed and amounts the Company expects to collect based on its
collection history with similar payors.
We identified the evaluation of the non-contractual revenue adjustment estimates noted above for the home health segment as a critical audit matter.
Subjective auditor judgment was required to evaluate the historical collection experience used by the Company when developing the non-contractual
revenue adjustment estimate. Specifically, the significant judgments related to evaluating the relevance of historical collection experience to the
determination of the estimate, which included evaluation of current business and industry conditions, and trends.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating
effectiveness of certain internal controls related to the Company’s home health revenue process, including controls over the significant judgments for
estimating non-contractual revenue adjustments noted above. We assessed the outcome of the estimation of non-contractual revenue adjustments in the
prior period to identify circumstances or conditions that are relevant to the determination of the current year estimate. To assess the current year
method and the relevance of the historical collection experience, we tested a sample of accounts receivable that were written off in the current year. In
addition, we also evaluated current business and economic conditions and trends relevant to the estimation of non-contractual revenue adjustments.
Goodwill impairment of the High Acuity Care reporting unit
As discussed in Notes 2 and 5 to the consolidated financial statements, the goodwill balance as of December 31, 2024, was $1,213.9 million, of which
$200.3 million related to the high acuity care reporting unit. The Company performs goodwill impairment testing on an annual basis as of October 31,
and whenever events or changes in circumstances indicate that it is more likely than not that the carrying value of a reporting unit exceeds its fair
value. As of October 31, 2024, the Company performed a quantitative assessment of its high acuity care reporting unit using an income approach.
Based on management’s projections, the carrying amounts of the high acuity care reporting unit exceeded its fair value, and management recorded a
non-cash impairment charge of $30.8 million.
We identified the assessment of the fair value of the high acuity care reporting unit used in the goodwill impairment test as a critical audit matter. A
high degree of subjective auditor judgment was required to evaluate certain assumptions used to develop the fair value of the high acuity care
reporting unit. Specifically, the revenue growth rate and discount rate assumptions were challenging to evaluate as they were based on subjective
determinations of future market and economic conditions. Minor changes in these key assumptions could have had a significant effect on the
Company's assessment of the fair value of the high acuity care reporting unit. Additionally, the audit effort associated with the discount rate required
the involvement of professionals with specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating
effectiveness of certain internal controls related to the goodwill impairment process. This included controls relating to the determination of the
revenue growth rates and discount rate used in the goodwill impairment test. We evaluated the reasonableness of the Company’s projected revenue
growth rates by comparing them to industry and third-party data. In addition, we involved valuation professionals with specialized skills and
knowledge, who assisted in evaluating the discount rate used by the Company by independently developing a range of discount rates using publicly
available market data for comparable companies.
61

/s/ KPMG LLP
We have served as the Company's auditor since 2002.
Baton Rouge, Louisiana
February 27, 2025
62

AMEDISYS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)
As of December 31,
2024
2023
ASSETS
Current assets:
Cash and cash equivalents
$
303,242 
$
126,450 
Restricted cash
— 
12,413 
Patient accounts receivable
296,075 
313,373 
Prepaid expenses
13,072 
14,639 
Other current assets
19,694 
30,060 
Total current assets
632,083 
496,935 
Property and equipment, net of accumulated depreciation of $100,890 and $92,422
42,108 
41,845 
Operating lease right of use assets
81,500 
88,939 
Goodwill
1,213,888 
1,244,679 
Intangible assets, net of accumulated amortization of $18,787 and $14,008
81,155 
102,675 
Other assets
87,980 
85,097 
Total assets
$
2,138,714 
$
2,060,170 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
$
39,956 
$
28,237 
Payroll and employee benefits
151,995 
136,835 
Accrued expenses
152,564 
140,049 
Termination fee paid by UnitedHealth Group
106,000 
106,000 
Current portion of long-term obligations
37,968 
36,314 
Current portion of operating lease liabilities
25,909 
26,286 
Total current liabilities
514,392 
473,721 
Long-term obligations, less current portion
339,313 
361,862 
Operating lease liabilities, less current portion
56,111 
62,751 
Deferred income tax liabilities
48,051 
40,635 
Other long-term obligations
882 
1,418 
Total liabilities
958,749 
940,387 
Commitments and Contingencies – Note 11
Equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued or outstanding
— 
— 
Common stock, $0.001 par value, 60,000,000 shares authorized; 38,307,521 and 38,131,478 shares issued; and 32,776,148 and
32,667,631 shares outstanding
38 
38 
Additional paid-in capital
818,201 
787,177 
Treasury stock at cost, 5,531,373 and 5,463,847 shares of common stock
(474,854)
(468,626)
Retained earnings
791,156 
747,925 
Total Amedisys, Inc. stockholders’ equity
1,134,541 
1,066,514 
Noncontrolling interests
45,424 
53,269 
Total equity
1,179,965 
1,119,783 
Total liabilities and equity
$
2,138,714 
$
2,060,170 
The accompanying notes are an integral part of these consolidated financial statements.
63

AMEDISYS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)
For the Years Ended December 31,
2024
2023
2022
Net service revenue
$
2,348,324 
$
2,236,382 
$
2,223,199 
Operating expenses:
Cost of service, inclusive of depreciation
1,330,647 
1,245,509 
1,260,425 
General and administrative expenses:
Salaries and benefits
529,748 
516,049 
508,791 
Non-cash compensation
29,028 
26,082 
16,560 
Merger-related expenses
66,638 
36,672 
— 
Depreciation and amortization
17,997 
17,747 
24,935 
Impairment
48,391 
— 
3,009 
Other
231,337 
237,929 
228,707 
Total operating expenses
2,253,786 
2,079,988 
2,042,427 
Operating income
94,538 
156,394 
180,772 
Other income (expense):
Interest income
8,110 
3,270 
178 
Interest expense
(30,764)
(31,274)
(22,228)
Equity in earnings (loss) from equity method investments
6,267 
10,760 
(45)
Merger termination fee
— 
(106,000)
— 
Miscellaneous, net
8,065 
6,473 
1,567 
Total other expense, net
(8,322)
(116,771)
(20,528)
Income before income taxes
86,216 
39,623 
160,244 
Income tax expense
(48,054)
(50,559)
(42,545)
Net income (loss)
38,162 
(10,936)
117,699 
Net loss attributable to noncontrolling interests
5,069 
1,189 
910 
Net income (loss) attributable to Amedisys, Inc.
$
43,231 
$
(9,747)
$
118,609 
Basic earnings per common share:
Net income (loss) attributable to Amedisys, Inc. common stockholders
$
1.32 
$
(0.30)
$
3.65 
Weighted average shares outstanding
32,718 
32,599 
32,517 
Diluted earnings per common share:
Net income (loss) attributable to Amedisys, Inc. common stockholders
$
1.31 
$
(0.30)
$
3.63 
Weighted average shares outstanding
33,051 
32,599 
32,653 
The accompanying notes are an integral part of these consolidated financial statements.
64

AMEDISYS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands)
For the Years Ended December 31,
2024
2023
2022
Net income (loss)
$
38,162 
$
(10,936)
$
117,699 
Other comprehensive income
— 
— 
— 
Comprehensive income (loss)
38,162 
(10,936)
117,699 
Comprehensive loss attributable to non-controlling interests
5,069 
1,189 
910 
Comprehensive income (loss) attributable to Amedisys, Inc.
$
43,231 
$
(9,747)
$
118,609 
The accompanying notes are an integral part of these consolidated financial statements.
65

AMEDISYS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Amounts in thousands, except common stock shares)
Total
Common Stock
Additional
Paid-in
Capital
Treasury
Stock
Retained
Earnings
Noncontrolling
Interests
Shares
Amount
Balance, December 31, 2021
$
976,323 
37,674,868 
$
38 
$
728,118 
$
(435,868)
$
639,063 
$
44,972 
Issuance of stock – employee stock purchase plan
3,848 
36,206 
— 
3,848 
— 
— 
— 
Issuance/(cancellation) of non-vested stock
— 
142,477 
— 
— 
— 
— 
— 
Exercise of stock options
2,304 
37,635 
— 
2,304 
— 
— 
— 
Non-cash compensation
16,560 
— 
— 
16,560 
— 
— 
— 
Surrendered shares
(7,981)
— 
— 
— 
(7,981)
— 
— 
Shares repurchased
(17,351)
— 
— 
— 
(17,351)
— 
— 
Noncontrolling interest contributions
12,401 
— 
— 
— 
— 
— 
12,401 
Noncontrolling interest distributions
(1,561)
— 
— 
— 
— 
— 
(1,561)
Sale of noncontrolling interest
4,331 
— 
— 
4,233 
— 
— 
98 
Net income (loss)
117,699 
— 
— 
— 
— 
118,609 
(910)
Balance, December 31, 2022
1,106,573 
37,891,186 
38 
755,063 
(461,200)
757,672 
55,000 
Issuance of stock – employee stock purchase plan
2,602 
37,408 
— 
2,602 
— 
— 
— 
Issuance/(cancellation) of non-vested stock
— 
189,951 
— 
— 
— 
— 
— 
Exercise of stock options
100 
12,933 
— 
100 
— 
— 
— 
Non-cash compensation
29,024 
— 
— 
29,024 
— 
— 
— 
Surrendered shares
(6,529)
— 
— 
897 
(7,426)
— 
— 
Purchase of noncontrolling interest
(630)
— 
— 
(509)
— 
— 
(121)
Noncontrolling interest contributions
1,452 
— 
— 
— 
— 
— 
1,452 
Noncontrolling interest distributions
(1,873)
— 
— 
— 
— 
— 
(1,873)
Net loss
(10,936)
— 
— 
— 
— 
(9,747)
(1,189)
Balance, December 31, 2023
1,119,783 
38,131,478 
38 
787,177 
(468,626)
747,925 
53,269 
Issuance/(cancellation) of non-vested stock
— 
171,752 
— 
— 
— 
— 
— 
Exercise of stock options
309 
4,291 
— 
309 
— 
— 
— 
Non-cash compensation
30,639 
— 
— 
30,715 
(76)
— 
— 
Surrendered shares
(6,152)
— 
— 
— 
(6,152)
— 
— 
Noncontrolling interest contributions
2,212 
— 
— 
— 
— 
— 
2,212 
Noncontrolling interest distributions
(3,362)
— 
— 
— 
— 
— 
(3,362)
Gain on deconsolidation of joint venture
(1,626)
— 
— 
— 
— 
— 
(1,626)
Net income (loss)
38,162 
— 
— 
— 
— 
43,231 
(5,069)
Balance, December 31, 2024
$
1,179,965 
38,307,521 
$
38 
$
818,201 
$
(474,854)
$
791,156 
$
45,424 
The accompanying notes are an integral part of these consolidated financial statements.
66

AMEDISYS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
For the Years Ended December 31,
2024
2023
2022
Cash Flows from Operating Activities:
Net income (loss)
$
38,162 
$
(10,936)
$
117,699 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization (inclusive of depreciation included in cost of service)
26,039 
23,847 
24,935 
Non-cash compensation
30,639 
29,024 
16,560 
Amortization and impairment of operating lease right of use assets
34,422 
33,996 
46,029 
(Gain) loss on disposal of property and equipment
(28)
319 
519 
Gain on deconsolidation of joint venture
(1,626)
— 
— 
Deferred income taxes
7,416 
20,655 
23,377 
Loss on personal care divestiture
— 
2,186 
— 
Merger termination fee
— 
106,000 
— 
Equity in (earnings) loss from equity method investments
(6,267)
(10,760)
45 
Amortization of deferred debt issuance costs
991 
991 
991 
Return on equity method investments
3,631 
5,073 
5,163 
Impairment
48,391 
— 
3,009 
Changes in operating assets and liabilities, net of impact of acquisitions:
Patient accounts receivable
16,477 
(26,727)
(14,230)
Other current assets
11,700 
(6,638)
(3,525)
Operating lease right of use assets
(4,196)
(3,786)
(3,242)
Other assets
744 
189 
438 
Accounts payable
12,210 
(15,816)
4,894 
Accrued expenses
33,066 
23,694 
(39,382)
Other long-term obligations
(536)
(3,390)
(8,822)
Operating lease liabilities
(29,570)
(30,733)
(41,175)
Net cash provided by operating activities
221,665 
137,188 
133,283 
Cash Flows from Investing Activities:
Proceeds from the sale of deferred compensation plan assets
55 
54 
252 
Proceeds from the sale of property and equipment
— 
136 
66 
Purchases of property and equipment
(6,550)
(5,620)
(6,165)
Investments in technology assets
(823)
(7,093)
(1,050)
Investment in equity method investee
(1,046)
— 
(637)
Purchase of cost method investment
— 
— 
(15,000)
Return of investment
— 
150 
— 
Proceeds from personal care divestiture
— 
47,787 
— 
Acquisitions of businesses, net of cash acquired
— 
(350)
(71,952)
Net cash (used in) provided by investing activities
(8,364)
35,064 
(94,486)
Cash Flows from Financing Activities:
Proceeds from issuance of stock upon exercise of stock options
309 
100 
2,304 
Proceeds from issuance of stock to employee stock purchase plan
— 
2,602 
3,848 
Shares withheld to pay taxes on non-cash compensation
(6,152)
(6,529)
(7,981)
Noncontrolling interest contributions
2,212 
1,452 
3,501 
Noncontrolling interest distributions
(3,362)
(1,873)
(1,561)
Proceeds from sale of noncontrolling interest
— 
— 
5,817 
Purchase of noncontrolling interest
— 
(800)
— 
Proceeds from borrowings under revolving line of credit
— 
23,000 
534,500 
Repayments of borrowings under revolving line of credit
— 
(23,000)
(534,500)
Principal payments of long-term obligations
(37,357)
(76,013)
(13,296)
Purchase of company stock
— 
— 
(17,351)
Payment of accrued contingent consideration
(4,572)
(6,461)
(5,714)
Net cash used in financing activities
(48,922)
(87,522)
(30,433)
Net increase in cash, cash equivalents and restricted cash
164,379 
84,730 
8,364 
Cash, cash equivalents and restricted cash at beginning of period
138,863 
54,133 
45,769 
Cash, cash equivalents and restricted cash at end of period
$
303,242 
$
138,863 
$
54,133 
67

For the Years Ended December 31,
2024
2023
2022
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest
$
29,989 
$
29,766 
$
14,939 
Cash paid for Infinity ZPIC interest
$
— 
$
— 
$
12,755 
Cash paid for income taxes, net of refunds received
$
40,095 
$
29,127 
$
24,013 
Supplemental Disclosures of Non-Cash Activity:
Accrued contingent consideration
$
— 
$
— 
$
19,195 
Noncontrolling interest contribution
$
— 
$
— 
$
8,900 
The accompanying notes are an integral part of these consolidated financial statements.
68

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
1. NATURE OF OPERATIONS, CONSOLIDATION AND PRESENTATION OF FINANCIAL STATEMENTS
Amedisys, Inc., a Delaware corporation (together with its consolidated subsidiaries, referred to herein as “Amedisys,” “we,” “us,” or “our”), is a multi-state
provider of home health, hospice and high acuity care services with approximately 70%, 73% and 74% of our consolidated net service revenue derived from
Medicare for 2024, 2023 and 2022, respectively. As of December 31, 2024, we owned and operated 347 Medicare-certified home health care centers, 164
Medicare-certified hospice care centers and 8 admitting high acuity care joint ventures in 38 states within the United States and the District of Columbia. We
divested our personal care business on March 31, 2023.
Amedisys and UnitedHealth Group Incorporated Merger
On June 26, 2023, Amedisys, UnitedHealth Group Incorporated, a Delaware corporation ("UnitedHealth Group"), and Aurora Holdings Merger Sub Inc., a
Delaware corporation and a wholly owned subsidiary of UnitedHealth Group ("Merger Sub"), entered into an Agreement and Plan of Merger, pursuant to
which Merger Sub will merge with and into Amedisys with Amedisys continuing as the surviving corporation and becoming a wholly owned subsidiary of
UnitedHealth Group. See Note 4 – Mergers, Acquisitions and Dispositions for additional information.
Recently Adopted Accounting Pronouncements
During 2024, the Company adopted Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment
Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment
expenses.
Recently Issued Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board ("FASB") issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense
Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which in intended to improve the disclosures about a public
business entity's expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense
captions. The guidance is effective for annual periods beginning after December 15, 2026 on either a prospective or retrospective basis, with early adoption
permitted. We are currently evaluating the impact the adoption of this ASU may have on our financial reporting.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to improve income
tax disclosures by requiring disaggregated information about a reporting entity's effective tax rate reconciliation and information on income taxes paid. The
guidance is effective for annual periods beginning after December 15, 2024 on a prospective basis, with early adoption permitted. We are currently evaluating
the impact the adoption of this ASU may have on our financial reporting.
In August 2023, the FASB issued ASU 2023-05, Business Combinations - Joint Venture Formations (Topic 805): Recognition and Initial Measurement, which
requires that a joint venture initially measure all contributions received upon its formation at fair value. The guidance is effective for joint ventures with a
formation date on or after January 1, 2025 on a prospective basis.
Use of Estimates
Our accounting and reporting policies conform with U.S. GAAP. In preparing the consolidated financial statements, we are required to make estimates and
assumptions that impact the amounts reported in the consolidated financial statements and accompanying notes. The Company's critical accounting estimates
include revenue recognition and testing for the impairment of goodwill and other intangible assets. Actual results could materially differ from those estimates.
Principles of Consolidation
These consolidated financial statements include the accounts of Amedisys, Inc. and our wholly owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in our accompanying consolidated financial statements, and business combinations accounted for as purchases have been
included in our consolidated financial statements from their respective dates of acquisition. In addition to our wholly owned subsidiaries, we also have certain
equity investments that are accounted for as set forth in Note 3 – Investments.
69

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
We account for service revenue from contracts with customers in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts
with Customers, and as such, we recognize service revenue in the period in which we satisfy our performance obligations under our contracts by transferring
our promised services to our customers in amounts that reflect the consideration to which we expect to be entitled in exchange for providing patient care, which
are the transaction prices allocated to the distinct services. Our cost of obtaining contracts is not material.
Revenues are recognized as performance obligations are satisfied, which varies based on the nature of the services provided. Our performance obligation is the
delivery of patient care services in accordance with the nature and frequency of services outlined in physicians' orders, which are determined by a physician
based on a patient's specific goals.
Our performance obligations relate to contracts with a duration of less than one year; therefore, we have elected to apply the optional exemption provided by
ASC 606 and are not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially
unsatisfied as of the end of the reporting period. The unsatisfied or partially unsatisfied performance obligations are generally completed when the patients are
discharged, which generally occurs within days or weeks of the end of the reporting period.
We determine the transaction price based on gross charges for services provided, reduced by estimates for contractual and non-contractual revenue adjustments.
Contractual revenue adjustments are recorded for the difference between our standard rates and the contracted rates to be realized from patients, third-party
payors and others for services provided. Non-contractual revenue adjustments include discounts provided to self-pay, uninsured patients or other payors,
adjustments resulting from audits and payment reviews and adjustments arising from our inability to obtain appropriate billing documentation, authorizations
or face-to-face documentation. Subsequent changes to the estimate of the transaction price are recorded as adjustments to net service revenue in the period of
change.
Non-contractual revenue adjustments are recorded for self-pay, uninsured patients and other payors by major payor class based on our historical collection
experience, aged accounts receivable by payor and current industry conditions. The non-contractual revenue adjustments represent the difference between
amounts billed and amounts we expect to collect based on our collection history with similar payors. We assess our ability to collect for the healthcare services
provided at the time of patient admission based on our verification of the patient's insurance coverage under Medicare, Medicaid and other commercial or
managed care insurance programs.
Amounts due from third-party payors, primarily commercial health insurers and government programs (Medicare and Medicaid), include variable
consideration for retroactive revenue adjustments due to settlements of audits and payment reviews. We determine our estimates for non-contractual revenue
adjustments related to audits and payment reviews based on our historical experience and success rates in the claim appeals and adjudication process.
We determine our estimates for non-contractual revenue adjustments related to our inability to obtain appropriate billing documentation, authorizations or face-
to-face documentation based on our historical collection experience.
70

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Net service revenue by payor class as a percentage of total net service revenue for each of our operating segments, which are described in Note 14 – Segment
Information is as follows:
As of December 31,
2024
2023
2022
Home Health:
Medicare
37 %
39 %
40 %
Non-Medicare - Episodic-based
8 %
8 %
8 %
Non-Medicare - Non-episodic based
19 %
15 %
13 %
Hospice:
Medicare
33 %
34 %
33 %
Non-Medicare
2 %
2 %
2 %
High Acuity Care
1 %
1 %
1 %
Personal Care 
— %
1 %
3 %
100 %
100 %
100 %
(1) We divested our personal care business on March 31, 2023.
Home Health Revenue Recognition
Medicare Revenue
All Medicare contracts are required to have a signed plan of care which represents a single performance obligation, comprised of the delivery of a series of
distinct services that are substantially similar and have a similar pattern of transfer to the customer. Accordingly, we account for the series of services
("episode") as a single performance obligation satisfied over time, as the customer simultaneously receives and consumes the benefits of the goods and services
provided. An episode starts the first day a billable visit is performed and ends 60 days later or upon discharge, if earlier, with multiple continuous episodes
allowed. Each 60-day episode includes two 30-day periods of care.
Net service revenue is recorded based on the established Federal Medicare home health payment rate for a 30-day period of care. ASC 606 notes that if an
entity has a right to consideration from a customer in an amount that corresponds directly with the value of the entity’s performance completed to date, the
entity may recognize revenue in the amount to which the entity has a right to invoice. We have elected to apply the "right to invoice" practical expedient, and
therefore, our revenue recognition is based on the reimbursement we are entitled to for each 30-day period of care. We utilize our historical average length of
stay for each 30-day period of care as the measure of progress towards the satisfaction of our performance obligation.
The Patient-Driven Groupings Model ("PDGM") uses timing, admission source, functional impairment levels and principal and other diagnoses to case-mix
adjust payments. The case-mix adjusted payment for a 30-day period of care is subject to additional adjustments based on certain variables, including, but not
limited to (a) an outlier payment if our patient's care was unusually costly (capped at 10% of total reimbursement per provider number); (b) a low utilization
payment adjustment (“LUPA”) if the number of visits provided was less than the established threshold, which ranges from two to six visits and varies for every
case-mix group; (c) a partial payment if a patient is transferred to another provider or from another provider before completing the 30-day period of care; and
(d) the applicable geographic wage index. Payments for routine and non-routine supplies are included in the 30-day payment rate.
Medicare can also make various adjustments to payments received if we are unable to produce appropriate billing documentation or acceptable authorizations.
We estimate the impact of such adjustments based on our historical collection experience, which primarily includes a historical collection rate of over 99% on
Medicare claims, and record this estimate during the period in which services are rendered to revenue with a corresponding reduction to patient accounts
receivable.
Amounts due from Medicare include variable consideration for retroactive revenue adjustments due to settlements of audits and payment reviews. We
determine our estimates for non-contractual revenue adjustments related to audits and payment reviews based on our historical experience and success rates in
the claim appeals and adjudication process.
The Medicare home health benefit requires that beneficiaries be homebound (meaning that the beneficiary is unable to leave his/her home without a
considerable and taxing effort), require intermittent skilled nursing, physical therapy or speech therapy services and receive treatment under a plan of care
established and periodically reviewed by a physician.
The notice of admission ("NOA") process implemented by the Centers for Medicare and Medicaid Services ("CMS") requires a one-time submission for each
patient that establishes the home health period of care and covers all contiguous 30-day periods of care until the patient is discharged from home health
services. If the NOA is not submitted timely, a payment reduction is applied equal to 1/30 of the 30-day payment rate for each day from the start of care date
until the date the NOA is submitted.
(1)
71

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Non-Medicare Revenue
Payments from non-Medicare payors are either a percentage of Medicare rates, per-visit rates or case rates depending upon the terms and conditions established
with such payors. Approximately 30% of our managed care contract volume affords us the opportunity to receive additional payments if we achieve certain
quality or process metrics as defined in each contract (e.g. star ratings and acute-care hospitalization rates). We record revenue associated with these metrics at
the time the amounts are probable and estimable.
Episodic-based Revenue. We recognize revenue in a similar manner as we recognize Medicare revenue for amounts that are paid by other insurance carriers,
including Medicare Advantage programs; however, these amounts can vary based upon the negotiated terms, the majority of which range from 90% to 100% of
Medicare rates.
Non-episodic based Revenue. For our per visit contracts, gross revenue is recorded on an accrual basis based upon the date of service at amounts equal to our
established or estimated per-visit rates. For our case rate contracts, gross revenue is recorded over our historical average length of stay using the established
case rate for each admission. Contractual revenue adjustments are recorded for the difference between our standard rates and the contracted rates to be realized
from patients, third parties and others for services provided and are deducted from gross revenue to determine net service revenue. We also make non-
contractual revenue adjustments to non-episodic revenue based on our historical experience to reflect the estimated transaction price. We receive a minimal
amount of our net service revenue from patients who are either self-insured or are obligated for an insurance co-payment.
Under our case rate contracts, we may receive reimbursement before all services are rendered. Any cash received that exceeds the associated revenue earned is
recorded to deferred revenue in accrued expenses within our consolidated balance sheets.
Hospice Revenue Recognition
Hospice Medicare Revenue
Gross revenue is recorded on an accrual basis based upon the date of service at amounts equal to the estimated payment rates. The estimated payment rates are
predetermined daily or hourly rates for each of the four levels of care we deliver. The four levels of care are routine care, general inpatient care, continuous
home care and respite care. Routine care accounted for 97% of our total Medicare hospice service revenue for each of 2024, 2023 and 2022, respectively. There
are two separate payment rates for routine care: payments for the first 60 days of care and care beyond 60 days. In addition to the two routine rates, we may
also receive a service intensity add-on (“SIA”). The SIA is based on visits made in the last seven days of life by a registered nurse or medical social worker for
patients in a routine level of care.
The performance obligation is the delivery of hospice services to the patient, as determined by a physician, each day the patient is on hospice care.
We make adjustments to Medicare revenue for non-contractual revenue adjustments, which include our inability to obtain appropriate billing documentation or
acceptable authorizations and other reasons unrelated to credit risk. We estimate the impact of these non-contractual revenue adjustments based on our
historical collection experience, which primarily includes a historical collection rate of over 99% on Medicare claims, and record this estimate during the
period in which services are rendered with a corresponding reduction to patient accounts receivable.
Amounts due from Medicare include variable consideration for retroactive revenue adjustments due to settlements of audits and payment reviews. We
determine our estimates for non-contractual revenue adjustments related to audits and payment reviews based on our historical experience and success rates in
the claim appeals and adjudication process.
Additionally, our hospice service revenue is subject to certain limitations on payments from Medicare which are considered variable consideration. We are
subject to an inpatient cap limit and an overall Medicare payment cap for each provider number. We monitor these caps on a provider-by-provider basis and
estimate amounts due back to Medicare if we estimate a cap has been exceeded. We record these adjustments as a reduction to revenue and an increase in
accrued expenses within our consolidated balance sheets. Providers are required to self-report and pay their estimated cap liability by February 28th of the
following year. As of December 31, 2024, we have recorded $1.3 million for estimated amounts due back to Medicare in accrued expenses for the Federal cap
years ended September 30, 2018 through September 30, 2025. As of December 31, 2023, we had recorded $2.3 million for estimated amounts due back to
Medicare in accrued expenses for the Federal cap years ended September 30, 2017 through September 30, 2024.
72

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Hospice Non-Medicare Revenue
Gross revenue is recorded on an accrual basis based upon the date of service at amounts equal to our established rates or estimated per day rates, as applicable.
Contractual revenue adjustments are recorded for the difference between our standard rates and the contractual rates to be realized from patients, third-party
payors and others for services provided and are deducted from gross revenue to determine our net service revenue. We also make non-contractual adjustments
to non-Medicare revenue based on our historical experience to reflect the estimated transaction price.
High Acuity Care Revenue Recognition
High Acuity Care Revenue
Our revenues are primarily derived from contracts with health insurance plans for the coordination and provision of home recovery care services to clinically-
eligible patients who are enrolled members in those insurance plans, contracts with health system partners for the coordination and provision of home recovery
care services to clinically-eligible patients who are discharged early from a health system facility to complete their inpatient stay at home and contracts to
provide palliative care at home services to clinically-eligible patients.
Under our health insurance plan contracts, we provide home recovery care services, which include hospital-equivalent ("H@H") and skilled nursing facility
("SNF") equivalent services ("SNF@H"), for high acuity care patients on a full risk basis whereby we assume the financial risk for the coordination and
payment of all hospital or SNF replacement medical services necessary to treat the medical condition for which the patient was diagnosed in a home-based
setting for a 30-day (H@H) or 60-day (SNF@H) episode of care in exchange for a fixed contracted bundled rate. For H@H programs, the fixed rate is based
on the assigned diagnosis related group ("DRG") and the 30-day post-discharge related spend. For SNF@H programs, the fixed rate is based on the 60-day
post-discharge related spend. Our performance obligation is the coordination and provision of patient care in accordance with physicians’ orders over either a
30-day or 60-day episode of care. The majority of our care coordination services and direct patient care is provided in the first five to seven days of the episode
period (the "acute phase"). Monitoring services and follow-up direct patient care, as deemed necessary by the treating physician, are provided throughout the
remainder of the episode. Since the majority of our services are provided during the acute phase, we recognize net service revenue over the acute phase based
on gross charges for the services provided per the applicable managed care contract rates, reduced by estimates for revenue adjustments.
Under our contracts with health system partners, we provide home recovery care services for high acuity patients on a limited risk basis whereby we assume
the risk for certain healthcare services during the remainder of an inpatient acute stay serviced at the patient’s home (completing H@H - "CH@H") in exchange
for a contracted per diem rate. The performance obligation is the coordination and provision of required medical services, as determined by the treating
physician, for each day the patient receives inpatient-equivalent care at home. As such, net service revenue is recognized as services are administered and as
our performance obligations are satisfied on a per diem basis, reduced by estimates for revenue adjustments.
We recognize adjustments to revenue during the period in which changes to estimates of assigned patient diagnoses or episode terminations become known, in
accordance with the applicable managed care contracts. For certain health insurance plans, revenue is reduced by amounts owed by enrollees to healthcare
providers under deductible, coinsurance or copay provisions of health insurance plan policies, since those amounts are repaid to the health insurance plans by
us as part of a retrospective reconciliation process.
Personal Care Revenue Recognition
Personal Care Revenue
For the periods prior to the divestiture of our personal care line of business on March 31, 2023, we generated net service revenue by providing our services
directly to patients based on authorized hours, visits or units determined by the relevant agency, at a rate that was either contractual or fixed by legislation. Net
service revenue was recognized at the time services were rendered based on gross charges for the services provided, reduced by estimates for contractual and
non-contractual revenue adjustments. We received payment for providing such services from payors, including state and local governmental agencies, managed
care organizations, commercial insurers and private consumers. Payors included the following elder service agencies: Aging Services Access Points
("ASAPs"), Senior Care Options ("SCOs"), Program of All-Inclusive Care for the Elderly ("PACE") and the Veterans Administration ("VA").
73

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents include money market funds, certificates of deposit and all highly liquid debt instruments with maturities of three months or less
when purchased. The Company maintains cash with commercial banks, which are insured by the Federal Deposit Insurance Corporation ("FDIC"). At various
times, the Company has deposits in these financial institutions in excess of the amount insured by the FDIC. The Company has not experienced any losses
related to these balances and believes its credit risk to be minimal. The carrying amounts of our cash and cash equivalents approximate their fair values, which
are primarily based on Level 1 inputs.
Restricted cash includes cash that is not available for ordinary business use. As of December 31, 2023, we had $12.4 million classified as restricted cash related
to funds placed into escrow accounts in connection with the indemnity, closing payment and other provisions within the purchase agreements of our Evolution
Health LLC ("Evolution") acquisition and our personal care line of business divestiture. During 2024, all funds held in escrow related to the personal care line
of business divestiture were released to Amedisys, and all funds held in escrow related to the Evolution acquisition were released either to third parties or to
Amedisys. See Note 4 – Mergers, Acquisitions and Dispositions for additional information.
The following table summarizes the balances related to our cash, cash equivalents and restricted cash (amounts in millions):
As of December 31,
2024
2023
Cash and cash equivalents
$
303.2 
$
126.5 
Restricted cash
— 
12.4 
Cash, cash equivalents and restricted cash
$
303.2 
$
138.9 
Patient Accounts Receivable
We report accounts receivable from services rendered at their estimated transaction price, which includes contractual and non-contractual revenue adjustments
based on the amounts expected to be due from payors. Our patient accounts receivable are uncollateralized and consist of amounts due from Medicare,
Medicaid, other third-party payors and patients. Our non-Medicare third-party payor base is comprised of a diverse group of payors that are geographically
dispersed across the country. As of December 31, 2024, there is one payor, other than Medicare, that accounts for more than 10% of our total outstanding
patient receivables (approximately 12%). Thus, we believe there are no other significant concentrations of receivables that would subject us to any significant
credit risk in the collection of our patient accounts receivable. We write off accounts on a monthly basis once we have exhausted our collection efforts and
deem an account to be uncollectible. We believe the collectability risk associated with our Medicare accounts, which represented 64% and 69% of our net
patient accounts receivable at December 31, 2024 and 2023, respectively, is limited due to our historical collection rate of over 99% from Medicare and the fact
that Medicare is a U.S. government payor.
We do not believe there are any significant concentrations of revenues from any payor that would subject us to any significant credit risk in the collection of
our accounts receivable.
Prior to February 2024, the Company exclusively utilized Change Healthcare, a subsidiary of UnitedHealth Group, to submit patient claims to Medicare and all
other payors for reimbursement. On February 22, 2024, UnitedHealth Group announced that on February 21, 2024, Change Healthcare’s information
technology systems were impacted by a cybersecurity incident. The Change Healthcare cybersecurity incident did not impact our day-to-day operations;
however, we were delayed in submitting patient claims to certain non-Medicare payors which resulted in a reduction in our operating cash flow and an increase
in our accounts receivable during the first and second quarters. There was minimal impact to our Medicare claim submissions as we were able to quickly
redirect our Medicare claims to an alternative clearinghouse. As of September 30, 2024, we had resolved the buildup in accounts receivable resulting from the
Change Healthcare outage.
Medicare Home Health
For our home health patients, our pre-billing process includes verifying that we are eligible for payment from Medicare for the services that we provide to our
patients. Our Medicare billing begins with a process to ensure that our billings are accurate through the utilization of an electronic Medicare claim review. We
bill Medicare following the end of each 30-day period of care or upon discharge, if earlier, for the services provided to the patient.
74

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Medicare Hospice
For our hospice patients, our pre-billing process includes verifying that we are eligible for payment from Medicare for the services that we provide to our
patients. Our Medicare billing begins with a process to ensure that our billings are accurate through the utilization of an electronic Medicare claim review. We
bill Medicare on a monthly basis for the services provided to the patient.
Non-Medicare Home Health, Hospice and High Acuity Care
For our non-Medicare patients, our pre-billing process primarily begins with verifying a patient’s eligibility for services with the applicable payor. Once the
patient has been confirmed for eligibility, we will provide services to the patient and bill the applicable payor. Our review and evaluation of non-Medicare
accounts receivable includes a detailed review of outstanding balances and special consideration to concentrations of receivables from particular payors or
groups of payors with similar characteristics that would subject us to any significant credit risk.
Property and Equipment
Property and equipment is stated at cost and depreciated on a straight-line basis over the estimated useful lives of the assets or life of the lease, if shorter.
Additionally, we have internally developed computer software for our own use. Additions and improvements (including interest costs for construction of
qualifying long-lived assets) are capitalized. Maintenance and repair expenses are charged to expense as incurred. The cost of property and equipment sold or
disposed of and the related accumulated depreciation are eliminated from the property and equipment and related accumulated depreciation accounts within our
consolidated balance sheet, and any gain or loss is credited or charged to other income (expense) within our consolidated statement of operations.
We assess the impairment of a long-lived asset group whenever events or changes in circumstances indicate that the asset’s carrying value may not be
recoverable. Factors we consider important that could trigger an impairment review include but are not limited to the following:
•
A significant change in the extent or manner in which the long-lived asset group is being used. 
•
A significant change in the business climate that could affect the value of the long-lived asset group.
•
A significant change in the market value of the assets included in the asset group.
If we determine that the carrying value of long-lived assets may not be recoverable, we compare the carrying value of the asset group to the undiscounted cash
flows expected to be generated by the asset group. If the carrying value exceeds the undiscounted cash flows, an impairment charge is indicated. An
impairment charge is recognized to the extent that the carrying value of the asset group exceeds its fair value.
We generally provide for depreciation over the following estimated useful service lives.
Years
Leasehold improvements
Lesser of lease term or expected useful life
Equipment and furniture
3 to 7
Leased fleet vehicles and copiers
Lesser of lease term or expected useful life
Computer software
2 to 7
75

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
The following table summarizes the balances related to our property and equipment for 2024 and 2023 (amounts in millions):
As of December 31,
2024
2023
Leasehold improvements
$
13.4 
$
11.0 
Equipment and furniture
38.7 
40.0 
Leased fleet vehicles and copiers
51.0 
39.8 
Computer software
39.9 
43.4 
143.0 
134.2 
Less: Accumulated depreciation
(100.9)
(92.4)
$
42.1 
$
41.8 
Depreciation expense for 2024, 2023 and 2022 was $21.3 million, $18.2 million and $11.5 million, respectively.
Business Combinations
We account for acquisitions using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Acquisitions are accounted for as
purchases and are included in our consolidated financial statements from their respective acquisition dates. Assets acquired, liabilities assumed and
noncontrolling interests, if any, are measured at fair value on the acquisition date using the appropriate valuation method. Goodwill generated from acquisitions
is recognized for the excess of the purchase price over tangible and identifiable intangible assets. In determining the fair value of identifiable intangible assets
and any noncontrolling interests, we use various valuation techniques including the income approach, the cost approach and the market approach. These
valuation methods require us to make estimates and assumptions surrounding projected revenues and costs, growth rates and discount rates.
Goodwill and Other Intangible Assets
As of December 31, 2024, we had a goodwill balance of $1,213.9 million. Goodwill represents the amount of the purchase price in excess of the fair values
assigned to the underlying identifiable net assets of acquired businesses. Goodwill is not amortized but is subject to an annual impairment test. Tests are
performed more frequently if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its
carrying amount. These events or circumstances include, but are not limited to, a significant adverse change in the business environment, regulatory
environment or legal factors or a substantial decline in the market capitalization of our stock.
Each of our operating segments described in Note 14 – Segment Information is considered to represent an individual reporting unit for goodwill impairment
testing purposes. We consider each of our home health care centers to constitute an individual business for which discrete financial information is available.
However, since these care centers have substantially similar operating and economic characteristics and resource allocations and since significant investment
decisions concerning these businesses are centralized and the benefits broadly distributed, we have aggregated these care centers and deemed them to constitute
a single reporting unit. We have applied this same aggregation principle to our hospice care centers and deemed them to be a single reporting unit.
As of December 31, 2024, we had an other intangible assets balance of $81.2 million. Intangible assets consist of certificates of need, licenses, acquired names,
non-compete agreements and technology. As of December 31, 2024, our non-compete agreements and amortizable acquired names were fully amortized. We
amortize non-compete agreements and acquired names that we do not intend to use indefinitely on a straight-line basis over their estimated useful lives, which
are generally two to three years for non-compete agreements and up to three years for acquired names. We amortize technology over its estimated useful
service life, which is generally up to seven years. Our indefinite-lived intangible assets are reviewed for impairment annually or more frequently if events occur
or circumstances change that would more likely than not reduce the fair value of the intangible asset below its carrying amount.
76

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Debt Issuance Costs
We amortize deferred debt issuance costs related to our long-term obligations over the term of the obligation through interest expense, unless the debt is
extinguished, in which case unamortized balances are immediately expensed. The unamortized debt issuance costs of $1.6 million at December 31, 2024 will
be amortized over a weighted-average amortization period of 1.6 years.
Fair Value of Financial Instruments
The following details our financial instruments where the carrying value and the fair value differ (amounts in millions):
 
Fair Value at Reporting Date Using
Financial Instrument
Carrying Value as of
December 31, 2024
Quoted Prices in Active
Markets for Identical
Items
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
Long-term obligations
$
349.4 
$
— 
$
350.2 
$
— 
The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to
measure fair value. The three levels of inputs are as follows:
•
Level 1 – Quoted prices in active markets for identical assets and liabilities. 
•
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices
in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the
assets or liabilities.
•
Level 3 – Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.
Our deferred compensation plan assets are recorded at fair value and are considered a level 2 measurement. For our other financial instruments, including our
cash and cash equivalents, patient accounts receivable, accounts payable, payroll and employee benefits and accrued expenses, we estimate the carrying
amounts approximate fair value.
Income Taxes
We use the asset and liability approach for measuring deferred tax assets and liabilities based on temporary differences existing at each balance sheet date using
currently enacted tax rates. Our deferred tax calculation requires us to make certain estimates about future operations. Deferred tax assets are reduced by a
valuation allowance when we believe it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect of a change in
tax rate is recognized as income or expense in the period that includes the enactment date.
Management regularly assesses the ability to realize deferred tax assets based upon the weight of available evidence, including such factors as the recent
earnings history and expected future taxable income. In the event future taxable income is below management’s estimates or is generated in tax jurisdictions
different than projected, we could be required to increase the valuation allowance for deferred tax assets. This would result in an increase in our effective tax
rate.
Share-Based Compensation
We record all share-based compensation as expense in the financial statements measured at the fair value of the award. We recognize compensation cost on a
straight-line basis over the requisite service period for each separately vesting portion of the award. Share-based compensation expense for 2024, 2023 and
2022 was $30.6 million, $29.0 million and $16.6 million, respectively, and the total income tax benefit recognized for these expenses was $8.0 million, $7.5
million and $4.3 million, respectively, prior to the application of the income tax compensation rules under Internal Revenue Code section 162(m) ("162(m)").
As of December 31, 2024, the income tax benefit recognized for the three-year period was reduced by a cumulative $3.6 million, pursuant to 162(m).
77

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Weighted-Average Shares Outstanding
Net income (loss) per share attributable to Amedisys, Inc. common stockholders, calculated on the treasury stock method, is based on the weighted average
number of shares outstanding during the period. The following table sets forth, for the periods indicated, shares used in our computation of weighted-average
shares outstanding, which are used to calculate our basic and diluted net income (loss) attributable to Amedisys, Inc. common stockholders (amounts in
thousands):
For the Years Ended December 31,
2024
2023
2022
Weighted average number of shares outstanding – basic
32,718 
32,599 
32,517 
Effect of dilutive securities:
Stock options
10 
— 
39 
Non-vested stock and stock units
323 
— 
97 
Weighted average number of shares outstanding – diluted
33,051 
32,599 
32,653 
Anti-dilutive securities
288 
619 
303 
Advertising Costs
We expense advertising costs as incurred. Advertising expense for 2024, 2023 and 2022 was $7.4 million, $7.2 million and $7.3 million, respectively.
3. INVESTMENTS
We consolidate investments when the entity is a variable interest entity ("VIE") and we are the primary beneficiary or if we have controlling interests in the
entity, which is generally ownership in excess of 50%. Third-party equity interests in our consolidated joint ventures are reflected as noncontrolling interests in
our consolidated financial statements.
We account for investments in entities in which we have the ability to exercise significant influence under the equity method if we hold 50% or less of the
voting stock and the entity is not a VIE in which we are the primary beneficiary. The book value of investments that we account for under the equity method of
accounting totaled $49.8 million and $46.1 million as of December 31, 2024 and 2023, respectively, and is reflected in other assets within our consolidated
balance sheets.
We account for investments in entities in which we have less than 20% ownership interest under the cost method of accounting if we do not have the ability to
exercise significant influence over the investee. During 2022, we made a $15.0 million investment in a home health benefit manager, which is accounted for
under the cost method. The book value of investments that we account for under the cost method of accounting was $20.0 million as of December 31, 2024 and
2023 and is reflected in other assets within our consolidated balance sheets.
Our high acuity care segment includes interests in several joint ventures with health system partners and a professional corporation that employs clinicians.
Each of these entities meets the criteria to be classified as a VIE. We have management agreements in place whereby we manage the entities and run the day-
to-day operations. As such, we possess the power to direct the activities that most significantly impact the economic performance of the VIEs. The significant
activities include, but are not limited to, negotiating provider and payor contracts, establishing patient care policies and protocols, making employment and
compensation decisions, developing the operating and capital budgets, performing marketing activities and providing accounting support. We also have the
obligation to absorb any expected losses and the right to receive benefits. Additionally, from time to time we may be required to provide joint venture funding.
During 2024, we consolidated all but one of our joint ventures with health system partners as well as the professional corporation as we have concluded that we
are the primary beneficiary of these VIEs; the joint venture that is not consolidated was accounted for under the equity method of accounting. During the three-
month period ended March 31, 2024, we entered into an agreement to wind-down and dissolve the operations of the unconsolidated joint venture. We
completed the wind-down during the third quarter.
During the three-month period ended December 31, 2024, we entered into an agreement to wind-down and dissolve the operations of one of our consolidated
joint ventures. As a result, we adjusted the carrying value of the noncontrolling interest established upon the acquisition of the joint venture. The adjustment,
which totaled $1.6 million, was recorded to miscellaneous, net within other income (expense) in our consolidated statement of operations during the three-
month period ended December 31, 2024.
78

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
During the year ended December 31, 2022, we recorded a $3.0 million impairment charge in connection with the wind down of operations of one of our high
acuity care joint ventures accounted for under the equity method of accounting.
The terms of the agreements with each VIE prohibit us from using the assets of the VIE to satisfy the obligations of other entities. The carrying amount of the
VIEs’ assets and liabilities included in our consolidated balance sheets are as follows (amounts in millions):
As of December 31,
2024
2023
ASSETS
Current assets:
     Cash and cash equivalents
$
10.0 
$
8.8 
     Patient accounts receivable
8.1 
9.0 
     Other current assets
— 
0.1 
          Total current assets
18.1 
17.9 
Property and equipment
— 
0.1 
Operating lease right of use assets
— 
0.1 
Goodwill
8.5 
8.5 
Intangible assets
0.4 
0.4 
Other assets
0.3 
0.3 
          Total assets
$
27.3 
$
27.3 
LIABILITIES
Current liabilities:
     Accounts payable
$
0.6 
$
0.5 
     Payroll and employee benefits
1.2 
0.9 
     Accrued expenses
9.4 
7.9 
     Operating lease liabilities
0.1 
— 
          Total liabilities
$
11.3 
$
9.3 
4. MERGERS, ACQUISITIONS AND DISPOSITIONS
Mergers
On June 26, 2023, Amedisys, UnitedHealth Group Incorporated, a Delaware corporation ("UnitedHealth Group"), and Aurora Holdings Merger Sub Inc., a
Delaware corporation and a wholly owned subsidiary of UnitedHealth Group ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which Merger Sub will merge with and into Amedisys with Amedisys continuing as the surviving corporation and becoming a wholly
owned subsidiary of UnitedHealth Group (the “Merger”).
On November 12, 2024, the U.S. Department of Justice (“DOJ”) and certain other parties commenced litigation (the “DOJ Action”) against Amedisys and
UnitedHealth Group alleging that the Merger, if consummated, would violate Section 7 of the Clayton Act and so should be enjoined. Additionally, the DOJ
Action alleges that the Company committed certain violations of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and requests civil
penalties against the Company for alleged violation of Section 7A. We believe the plaintiffs' claims are without merit and intend to vigorously defend against
such claims. The DOJ Action remains pending. The U.S. District Court for the District of Maryland has tentatively set October 27, 2025 as the start date for the
trial, but may reschedule the trial to begin later, on or about February 9, 2026. The U.S. District Court for the District of Maryland has stated that it will make a
final determination as to the trial date in late August 2025. See Part I, Item 1A. "Risk Factors – Litigation challenging the Merger Agreement may prevent the
Merger from being consummated by the end of the Waiver Period or at all" for additional information.
79

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
On December 26, 2024, each of the parties to the Merger Agreement entered into a waiver (the “Waiver”) pursuant to which, among other things, Amedisys
and UnitedHealth Group each waived its right to terminate the Merger Agreement due to a failure of the Merger to have been consummated by the outside date
(as defined in the Merger Agreement) until the earlier of (i) 5:00 p.m. (New York time) on the tenth business day following a final order (whether or not
appealable) issued by the U.S. District Court for the District of Maryland with respect to the complaint filed by the DOJ and certain other parties regarding the
Merger and the other transactions contemplated by the Merger Agreement that permanently prohibits the consummation of the Merger and (ii) 11:59 p.m. (New
York time) on December 31, 2025 (the “Waiver Period”). The Waiver also contains waivers by the parties thereto such that, (i) the Regulatory Break Fee (as
defined in the Merger Agreement) under the Merger Agreement will be $275,000,000, which may escalate up to $325,000,000 for the failure to meet certain
timing milestones related to divesting certain assets to gain approval; (ii) the revenue-related aspect of the definition of “Burdensome Condition” (as defined in
the Merger Agreement) is increased, (iii) Amedisys may take certain actions that would otherwise be prohibited by interim operating covenants contained in the
Merger Agreement and (iv) certain closing conditions relating to government approvals are no longer conditions to the consummation of the Merger.
Subject to the terms and conditions set forth in the Merger Agreement, as modified by the Waiver, at the effective time of the Merger (the "Effective Time"), by
virtue of the Merger: (i) each share of Amedisys common stock (“Amedisys Common Stock”) held in treasury by Amedisys or owned by UnitedHealth Group
or Merger Sub or any of their respective subsidiaries, in each case, immediately prior to the Effective Time will be cancelled (collectively, “cancelled shares”)
without consideration; and (ii) each share of Amedisys Common Stock, other than any cancelled shares, issued and outstanding immediately prior to the
Effective Time will be converted into the right to receive $101 per share in cash, without interest, less any applicable withholding taxes.
On June 28, 2024, Amedisys, UnitedHealth Group and certain of their respective subsidiaries entered into an agreement (the "VCG Purchase Agreement")
relating to the sale of certain Amedisys home health care centers and certain UnitedHealth Group care centers to VCG Luna, LLC ("VCG Luna"), an affiliate of
VitalCaring Group. On January 3, 2025, UnitedHealth Group delivered a notice (the "Termination Notice") to VCG Luna terminating the VCG Purchase
Agreement, following which, on January 8, 2025, UnitedHealth Group and VCG Luna entered into an agreement which provides for, among other things, the
mutual release by the parties thereto of all claims against the other parties to the VCG Purchase Agreement that relate to the VCG Purchase Agreement.
The Merger is subject to a number of conditions to closing as specified in the Merger Agreement, as modified by the Waiver. These closing conditions include,
among others, (i) approval by Amedisys stockholders at the Amedisys Stockholders Meeting (as defined in the Merger Agreement) of the proposal to adopt the
Merger Agreement, which approval was obtained on September 8, 2023; (ii) the expiration or termination of the applicable waiting period (and any extension
thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the receipt of the required state regulatory approvals; (iv) the
absence of any law or order that has the effect of enjoining or otherwise prohibiting the completion of the Merger; and (v) the expiration or early termination of
the waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by the Merger Agreement under all applicable
antitrust laws without the imposition by any governmental entity of any term, condition, obligation, requirement, limitation, prohibition, remedy, sanction or
other action that has resulted in or would reasonably be expected to result in a Burdensome Condition (as defined in the Merger Agreement as modified by the
Waiver).
Termination of Option Care Health, Inc. ("OPCH") Merger Agreement
As previously disclosed in Amedisys’ Current Report on Form 8-K filed with the SEC on May 3, 2023 and its Quarterly Report on Form 10-Q filed with the
SEC on May 4, 2023, Amedisys entered into an Agreement and Plan of Merger on May 3, 2023 (the “OPCH Merger Agreement”) with OPCH, a Delaware
corporation, and Uintah Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of OPCH (“OPCH Merger Sub”). On June 26, 2023,
Amedisys, OPCH and OPCH Merger Sub entered into the Termination Agreement (the “Termination Agreement”), pursuant to which the parties thereto agreed
to terminate the OPCH Merger Agreement and grant mutual releases by the parties of all claims against the other parties based upon, arising from, in
connection with or relating to the OPCH Merger Agreement. Pursuant to the terms of the Termination Agreement, each of the termination of the OPCH Merger
Agreement and the mutual releases provided for in the Termination Agreement would become effective upon receipt by OPCH of a $106,000,000 termination
fee payable by, or on behalf of, Amedisys within 24 hours of the execution of the Termination Agreement (i.e., before the market open on June 27, 2023). On
June 26, 2023, following the execution of the Termination Agreement, UnitedHealth Group, on behalf of Amedisys, delivered funds to OPCH in an amount
equal to $106,000,000, representing the termination fee payable to OPCH under the OPCH Merger Agreement and the Termination Agreement, satisfying the
condition precedent to the effectiveness of the termination of the OPCH Merger Agreement and the releases contained in the Termination Agreement. If the
Merger Agreement is terminated under certain specified circumstance set forth in the Merger Agreement (as modified by the Waiver), Amedisys may be
required
80

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
to reimburse UnitedHealth Group for the $106,000,000 termination fee that UnitedHealth Group, on Amedisys' behalf, paid to OPCH, which may be in
addition to the $125,000,000 termination fee payable by Amedisys to UnitedHealth Group in the event the Merger Agreement is terminated under certain
specified circumstances. During the year ended December 31, 2023, the $106,000,000 termination fee was recorded to other income (expense) within our
consolidated statement of operations with a corresponding liability to termination fee paid by UnitedHealth Group within our consolidated balance sheet.
Acquisitions
We complete acquisitions from time to time in order to pursue our strategy of increasing our market presence by expanding our service base and enhancing our
position in certain geographic areas as a leading provider of home health, hospice and high acuity care services. The purchase price paid for acquisitions is
negotiated through arm’s length transactions, with consideration based on our analysis of, among other things, comparable acquisitions and expected cash
flows. Acquisitions are accounted for as purchases and are included in our consolidated financial statements from their respective acquisition dates. Goodwill
generated from acquisitions is recognized for the excess of the purchase price over tangible and identifiable intangible assets because of the expected
contributions of the acquisitions to our overall corporate strategy. We typically engage outside appraisal firms to assist in the fair value determination of
identifiable intangible assets and noncontrolling interests, if any, for significant acquisitions. The preliminary purchase price allocation is adjusted, as
necessary, up to one year after the acquisition closing date if management obtains more information regarding asset valuation and liabilities assumed.
2023 Acquisitions
On January 20, 2023, we acquired the regulatory assets of a home health provider in West Virginia for a purchase price of $0.4 million. The purchase price was
paid with cash on hand on the date of the transaction. We recorded goodwill of $0.3 million and other intangibles (certificate of need) of $0.1 million in
connection with the acquisition.
Dispositions
On February 10, 2023, we signed a definitive agreement to sell our personal care business (excluding the Florida operations, which were closed during the
three-month period ended March 31, 2023). The divestiture closed on March 31, 2023. We received net proceeds of $47.8  million and recognized a
$2.2  million loss during the three-month period ended March 31, 2023, which is reflected in miscellaneous, net within other income (expense) in our
consolidated statement of operations. The net proceeds of $47.8 million is inclusive of $6.0 million that was placed into an escrow account in accordance with
the closing payment and indemnity provisions within the purchase agreement.
Of the total $6.0 million placed into escrow, $1.0 million was set aside for the closing payment adjustment. The closing payment calculated on the acquisition
date included estimates for cash, working capital and various other items. Under the purchase agreement, the purchase price was subject to an adjustment for
any differences between estimated amounts included in the closing payment and actual amounts at close. The closing payment adjustment was finalized during
2023 with $0.1 million being paid to Amedisys by the buyer. The $1.0 million in escrow related to the closing payment adjustment was released to Amedisys
during 2023. The remaining $5.0 million placed into escrow, which related to indemnity provisions within the purchase agreement, was released to Amedisys
during the second quarter of 2024.
The disposition of our personal care business did not qualify as a discontinued operation because it did not represent a change in strategy that has or will have a
major effect on the Company's operations or financial results.
We derecognized goodwill of $43.1 million in connection with the divestiture.
5. GOODWILL AND OTHER INTANGIBLE ASSETS, NET
Goodwill
As discussed in further detail below, during 2024, we recorded a non-cash impairment charge of $30.8 million related to the goodwill associated with our high
acuity care reporting unit as a result of our annual impairment test as of October 31st. The non-cash impairment charge is reflected in impairment within our
consolidated statement of operations. During 2023 and 2022, we did not record any goodwill impairment charges as a result of our annual impairment test, and
none of the goodwill associated with our reporting units was considered impaired as of October 31st of each respective year.
81

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
During 2024, we performed a qualitative assessment to determine if it was more likely than not that the fair values of our reporting units were less than their
carrying values by evaluating relevant events and circumstances including financial performance, market conditions and share price. Based on this assessment,
we concluded that the goodwill associated with our home health and hospice reporting units was not considered at risk of impairment as of October 31, 2024.
In addition to the qualitative assessment, we also performed a quantitative analysis using an income approach for our high acuity care reporting unit due to
delays in achieving our long-term projections established as of the August 2021 acquisition date. This quantitative analysis required us to make estimates and
assumptions surrounding projected revenues and costs, growth rates and discount rates. Based on this analysis, we concluded that the carrying value of the
goodwill associated with our high acuity care reporting unit exceeded its fair value as of October 31, 2024. As a result, we recorded a non-cash impairment
charge of $30.8 million during the three-month period ended December 31, 2024. Additionally, we allocated a portion of the goodwill impairment to
noncontrolling interests and recorded an adjustment totaling $5.9 million to reduce the carrying value of the noncontrolling interests. The remaining carrying
value of the goodwill associated with our high acuity care reporting unit is $200.3 million as of December 31, 2024.
The following table summarizes the activity related to our goodwill for 2024 and 2023 (amounts in millions):
Goodwill
Home Health
Hospice
Personal Care
High Acuity Care
Total
Balances at December 31, 2022
$
203.8 
$
800.9 
$
43.1 
$
239.6 
$
1,287.4 
Additions
0.3 
— 
— 
— 
0.3 
Adjustments
0.2 
— 
— 
— 
0.2 
Reclass between segments
8.5 
— 
— 
(8.5)
— 
Divestitures
— 
— 
(43.1)
— 
(43.1)
Balances at December 31, 2023
212.7 
800.9 
— 
231.1 
1,244.7 
Impairment
— 
— 
— 
(30.8)
(30.8)
Balances at December 31, 2024
$
212.7 
$
800.9 
$
— 
$
200.3 
$
1,213.9 
(1) Net of prior years' accumulated impairment losses of $730.0 million within the home health reporting unit.
(2) The Company finalized its valuation of the assets acquired and liabilities assumed in connection with the acquisition of Evolution on April 1, 2022.
(3) Effective January 1, 2023, we transitioned from the high acuity care segment to the home health segment the operations of a home health care center
that was contributed to the high acuity care segment by one of our health system partners during 2022.
(4) The Company divested its personal care business on March 31, 2023.
(5) The Company recorded a non-cash impairment charge of $30.8 million related to the goodwill associated with our high acuity care reporting unit as a
result of our annual impairment test as of October 31, 2024.
(6) Net of accumulated impairment losses of $730.0 million and $30.8 million within the home health reporting unit and the high acuity care reporting unit,
respectively.
Other Intangible Assets, net
As described in further detail below, during 2024, we recorded a non-cash impairment charge of $17.6 million related to the unamortizable acquired names
associated with our high acuity care reporting unit as a result of our annual impairment test as of October 31, 2024. The non-cash impairment charge is
reflected in impairment within our consolidated statement of operations. During 2023 and 2022, we did not record any impairment charges related to our other
intangible assets as a result of our annual impairment test.
(1)
(2)
(3)
(4)
(5)
(6)
82

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
During 2024, we performed a qualitative assessment of our indefinite-lived intangible assets to determine if it was more likely than not that the fair values of
any of our indefinite-lived intangible assets would be less than their carrying amounts. Based on this assessment, we concluded that the indefinite-lived
intangible assets associated with our home health and hospice reporting units were not considered at risk of impairment as of October 31, 2024. In addition to
the qualitative assessment, we also performed a quantitative analysis using the relief from royalty method for the indefinite-lived intangible assets (acquired
names) associated with our high acuity care reporting unit due to delays in achieving our long-term projections established as of the August 2021 acquisition
date. This quantitative analysis required us to make estimates and assumptions surrounding projected revenues and costs, growth rates and discount rates.
Based on this analysis, we concluded that the carrying value of the indefinite-lived intangible assets (acquired names) associated with our high acuity care
reporting unit exceeded their fair values as of October 31, 2024. As a result, we recorded a non-cash impairment charge of $17.6 million during the three-month
period ended December 31, 2024. The remaining carrying value of the indefinite-lived assets (acquired names) associated with our high acuity care reporting
unit is $10.7 million as of December 31, 2024.
Other intangible assets, net is comprised of the following (amounts in millions):
Gross Asset
Accumulated Amortization
Net Book Value
Balances at December 31, 2024
Certificates of Need and Licenses
$
52.8 
$
(6.3)
$
46.5 
Acquired Names - Unamortizable
18.0 
— 
18.0 
Technology
29.2 
(12.5)
16.7 
Total
$
100.0 
$
(18.8)
$
81.2 
Balances at December 31, 2023
Certificates of Need and Licenses
$
52.8 
$
(6.1)
$
46.7 
Acquired Names - Unamortizable
35.6 
— 
35.6 
Technology
28.3 
(7.9)
20.4 
Total
$
116.7 
$
(14.0)
$
102.7 
The following table summarizes the activity related to our other intangible assets, net for 2024 and 2023 (amounts in millions):
Other Intangible Assets, Net
Certificates of Need
and Licenses
Acquired
Names -
Unamortizable
Non-Compete
Agreements
Technology
Total
Balances at December 31, 2022
$
46.7 
$
35.6 
$
1.8 
$
17.1 
$
101.2 
Additions
0.1 
— 
— 
7.1 
7.2 
Amortization
(0.1)
— 
(1.8)
(3.8)
(5.7)
Balances at December 31, 2023
46.7 
35.6 
— 
20.4 
102.7 
Additions
— 
— 
— 
0.8 
0.8 
Impairment
— 
(17.6)
— 
— 
(17.6)
Amortization
(0.2)
— 
— 
(4.5)
(4.7)
Balances at December 31, 2024
$
46.5 
$
18.0 
$
— 
$
16.7 
$
81.2 
(1) Amortization of certificates of need and licenses is related to care centers that were closed during 2023 and 2024.
(2) The weighted average remaining amortization period of our technology is 3.6 years.
(2)
(1)
(1)
83

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
The estimated aggregate amortization expense related to intangible assets for each of the five succeeding years is as follows (amounts in millions):
Intangible Asset
Amortization
2025
$
4.7 
2026
4.7 
2027
4.7 
2028
2.6 
2029
— 
$
16.7 
See Note 4 – Mergers, Acquisitions and Dispositions for further details on changes to goodwill and other intangible assets, net.
6. DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS
Additional information regarding certain balance sheet accounts is presented below (amounts in millions):
As of December 31,
2024
2023
Other current assets:
Payroll tax escrow
$
1.8 
$
7.0 
Income tax receivable
7.5 
8.0 
Due from joint ventures
2.7 
6.8 
Other
7.7 
8.3 
$
19.7 
$
30.1 
Other assets:
Workers’ compensation deposits
$
0.2 
$
0.2 
Health insurance deposits
1.5 
1.5 
Other miscellaneous deposits
1.0 
1.0 
Indemnity receivable
13.6 
13.6 
Equity method investments
49.8 
46.1 
Cost method investments
20.0 
20.0 
Other
1.9 
2.7 
$
88.0 
$
85.1 
Accrued expenses:
Health and other employee insurance
$
22.9 
$
18.2 
Workers’ compensation
41.4 
41.8 
Accrued legal fees, legal settlements and other audits
38.5 
24.6 
Charity care
3.5 
2.7 
Estimated Medicare cap liability
1.3 
2.3 
Hospice accruals (room and board, general in-patient and other)
24.2 
23.3 
Patient and payor liabilities
15.6 
15.1 
Accrued contingent consideration
— 
7.1 
Accrued interest
0.6 
1.1 
Other
4.6 
3.8 
$
152.6 
$
140.0 
Other long-term obligations:
Deferred compensation plan liability
$
0.7 
$
0.6 
Other
0.2 
0.8 
$
0.9 
$
1.4 
84

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
7. LEASES
We determine whether an arrangement is a lease at inception. We have operating leases, primarily for offices, that expire at various dates over the next seven
years. We have finance leases covering certain office equipment and fleet vehicles that expire at various dates over the next six years. Our leases do not contain
any restrictive covenants.
Our office leases generally contain renewal options for periods ranging from one to five years. Because we are not reasonably certain to exercise these renewal
options, the options are not considered in determining the lease term, and payments associated with the option years are excluded from lease payments. Our
office leases also generally include termination options, which allow for early termination of the lease after the first one to three years. Because we are not
reasonably certain to exercise these termination options, the options are not considered in determining the lease term; payments for the full lease term are
included in lease payments. Our office leases do not contain any material residual value guarantees.
Effective January 1, 2023, the master lease agreement for our fleet leases was modified to remove the residual value guarantee provided by the lessor on each
of our fleet leases. The modification resulted in a change in the classification of our fleet leases from operating leases to finance leases. In connection with the
modification, we reclassified approximately $15 million from the operating lease asset and liability accounts to the property and equipment and current/long-
term obligations accounts within our consolidated balance sheet during 2023. Additionally, following the modification, expenses associated with our fleet
leases are reflected in depreciation expense and interest expense within our consolidated statement of operations as opposed to cost of service and general and
administrative expenses, which is where the expenses were reflected in prior periods.
Our fleet leases include a term of 367 days with monthly renewal options thereafter. Our fleet leases also include terminal rental adjustment clauses (“TRAC”),
which provide for a final rental payment adjustment at the end of the lease, typically based on the amount realized from the sale of the vehicle. The TRAC is
structured such that it will almost always result in a significant payment by us to the lessor if the renewal option is not exercised. Based on the significance of
the TRAC adjustment at the initial lease expiration, we believe that it is reasonably certain that we will exercise the monthly renewal options; therefore, the
renewal options are considered in determining the lease term, and payments associated with the renewal options are included in lease payments.
For our fleet and office equipment leases, we use the implicit rate in the lease as the discount rate. For our office leases, the implicit rate is typically not
available, so we use our incremental borrowing rate as the discount rate. Our lease agreements include both lease and non-lease components. We have elected
the practical expedient that allows us to not separate lease and non-lease components for all of our leases.
Payments due under our operating and finance leases include fixed payments as well as variable payments. For our office leases, variable payments include
amounts for our proportionate share of operating expenses, utilities, property taxes, insurance, common area maintenance and other facility-related expenses.
For our vehicle and equipment leases, variable payments consist of sales tax.
85

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
The components of lease cost for the years ended December 31, 2024, 2023 and 2022 are as follows (amounts in millions):
For the Years Ended December 31,
2024
2023
2022
Operating lease cost:
Operating lease cost
$
34.4 
$
33.8 
$
43.9 
Impairment of operating lease right of use ("ROU") assets
— 
0.2 
2.1 
Total operating lease cost
34.4 
34.0 
46.0 
Finance lease cost:
(Gain) loss on termination
(0.1)
— 
0.5 
Amortization of ROU assets
15.0 
5.8 
1.8 
Interest on lease liabilities
2.1 
1.6 
0.1 
Total finance lease cost
17.0 
7.4 
2.4 
Variable lease cost
4.3 
3.7 
3.4 
Short-term lease cost
— 
— 
— 
Total lease cost
$
55.7 
$
45.1 
$
51.8 
Amounts reported in the consolidated balance sheets as of December 31, 2024 and 2023 for our operating leases are as follows (amounts in millions):
As of December 31,
2024
2023
Operating lease ROU assets
$
81.5 
$
88.9 
Current portion of operating lease liabilities
25.9 
26.3 
Operating lease liabilities, less current portion
56.1 
62.7 
Total operating lease liabilities
$
82.0 
$
89.0 
Amounts reported in the consolidated balance sheets as of December 31, 2024 and 2023 for finance leases are included in the table below. The finance lease
ROU assets are recorded within property and equipment, net of accumulated depreciation within our consolidated balance sheets. The finance lease liabilities
are recorded within current portion of long-term obligations and long-term obligations, less current portion within our consolidated balance sheets.
As of December 31,
2024
2023
Finance lease ROU assets
$
51.0 
$
39.8 
Accumulated amortization
(21.9)
(11.2)
Finance lease ROU assets, net
$
29.1 
$
28.6 
Current installments of obligations under finance leases
$
15.5 
$
13.8 
Long-term portion of obligations under finance leases
14.0 
15.1 
Total finance lease liabilities
$
29.5 
$
28.9 
86

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Supplemental cash flow information and non-cash activity related to our leases are as follows (amounts in millions):
For the Years Ended December 31,
2024
2023
2022
Cash paid for amounts included in the measurement of lease liabilities and ROU
assets:
Operating cash flow from operating leases
$
(33.8)
$
(34.5)
$
(44.4)
Financing cash flow from finance leases
(14.8)
(11.6)
(1.5)
ROU assets obtained in exchange for lease obligations:
Operating leases
$
23.1 
$
33.9 
$
45.1 
Finance leases
17.5 
40.0 
2.1 
Reductions to ROU assets resulting from reductions to lease obligations:
Operating leases
$
(0.3)
$
(15.2)
$
(4.2)
Finance leases
(2.0)
(1.7)
(0.6)
Amounts disclosed for ROU assets obtained in exchange for lease obligations include amounts added to the carrying amount of ROU assets resulting from
lease modifications and reassessments.
Weighted average remaining lease terms and discount rates for our leases as of December 31, 2024 and 2023 are as follows:
As of December 31,
2024
2023
Weighted average remaining lease term (years):
Operating leases
3.3
3.6
Finance leases
2.4
2.6
Weighted average discount rate:
Operating leases
4.8 %
4.2 %
Finance leases
6.9 %
6.6 %
Maturities of lease liabilities as of December 31, 2024 are as follows (amounts in millions):
Operating
Leases
Finance
Leases
2025
$
29.2 
$
16.3 
2026
25.8 
9.7 
2027
18.5 
3.9 
2028
11.3 
1.3 
2029
4.0 
0.8 
Thereafter
0.6 
0.1 
Total undiscounted lease payments
89.4 
32.1 
Less: Imputed interest
(7.4)
(2.6)
Total lease liabilities
$
82.0 
$
29.5 
87

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
8. LONG-TERM OBLIGATIONS
Long-term debt consists of the following for the periods indicated (amounts in millions):
As of December 31,
2024
2023
$450.0 million Term Loan; interest rate at Base Rate plus Applicable Rate or Term SOFR plus Applicable Rate
(6.0% at December 31, 2024); due July 30, 2026
$
349.4 
$
371.9 
$550.0 million Revolving Credit Facility; interest only payments; interest rate at Base Rate plus Applicable
Rate or Term SOFR plus Applicable Rate; due July 30, 2026
— 
— 
Finance leases
29.5 
28.9 
Principal amount of long-term obligations
378.9 
400.8 
Deferred debt issuance costs
(1.6)
(2.6)
377.3 
398.2 
Current portion of long-term obligations
(38.0)
(36.3)
Long-term obligations, less current portion
$
339.3 
$
361.9 
Maturities of debt as of December 31, 2024 are as follows (amounts in millions):
Long-Term
Obligations
2025
$
38.0 
2026
335.5 
2027
3.3 
2028
1.2 
2029
0.8 
2029
0.1 
$
378.9 
Third Amended Credit Agreement
Our Credit Agreement provides for a senior secured credit facility in an initial aggregate principal amount of up to $1.0 billion, which includes a $550.0 million
Revolving Credit Facility and a term loan facility with a principal amount of up to $450.0 million (the "Amended Term Loan Facility" and collectively with the
Revolving Credit Facility, the "Amended Credit Facility"). On March 10, 2023, we entered into the Third Amendment to our Credit Agreement (as amended by
the Third Amendment, the "Third Amended Credit Agreement") which (i) formally replaced the use of the London Interbank Offered Rate ("LIBOR") with the
Secured Overnight Financing Rate ("SOFR") for interest rate pricing and (ii) allowed for the disposition of our personal care business.
The loans issued under the Amended Credit Facility bear interest on a per annum basis, at our election, at either: (i) the Base Rate plus the Applicable Rate or
(ii) the Term SOFR plus the Applicable Rate. The “Base Rate” means a fluctuating rate per annum equal to the highest of (a) the federal funds rate plus 0.50%
per annum, (b) the prime rate of interest established by the Administrative Agent, and (c) the Term SOFR plus 1% per annum. The “Term SOFR” means the
quoted rate per annum equal to the SOFR for an interest period of one or three months (as selected by us) plus the SOFR adjustment of 0.10%. The “Applicable
Rate” is based on the consolidated leverage ratio and is presented in the table below. As of December 31, 2024, the Applicable Rate is 0.50% per annum for
Base Rate Loans and 1.50% per annum for Term SOFR Loans. We are also subject to a commitment fee and letter of credit fee under the terms of the Third
Amended Credit Agreement, as presented in the table below.
Pricing Tier
Consolidated Leverage Ratio
Base Rate Loans
Term SOFR Loans and
SOFR Daily Floating
Rate Loans
Commitment
Fee
Letter of
Credit Fee
I
> 3.00 to 1.0
1.00 %
2.00 %
0.30 %
1.75 %
II
< 3.00 to 1.0 but > 2.00 to 1.0
0.75 %
1.75 %
0.25 %
1.50 %
III
< 2.00 to 1.0 but > 0.75 to 1.0
0.50 %
1.50 %
0.20 %
1.25 %
IV
< 0.75 to 1.0
0.25 %
1.25 %
0.15 %
1.00 %
88

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
The final maturity date of the Amended Credit Facility is July 30, 2026. The Revolving Credit Facility will terminate and be due and payable as of the final
maturity date. The Amended Term Loan Facility, however, is subject to quarterly amortization of principal in the amount of 1.250% for the remainder of the
term. The remaining balance of the Amended Term Loan Facility must be paid upon the final maturity date. In addition to the scheduled amortization of the
Amended Term Loan Facility, and subject to customary exceptions and reinvestment rights, we are required to prepay the Amended Term Loan Facility first
and the Revolving Credit Facility second with 100% of all net cash proceeds received by any loan party or any subsidiary thereof in connection with (a) any
asset sale or disposition where such loan party receives net cash proceeds in excess of $5 million or (b) any debt issuance that is not permitted under the Third
Amended Credit Agreement.
In accordance with the requirements above, net proceeds received from the divestiture of our personal care line of business were used to prepay a portion of our
Amended Term Loan Facility during the year ended December 31, 2023.
The Third Amended Credit Agreement requires maintenance of two financial covenants: (i) a consolidated leverage ratio of funded indebtedness to Earnings
Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), as defined in the Third Amended Credit Agreement, and (ii) a consolidated interest
coverage ratio of EBITDA to cash interest charges, as defined in the Third Amended Credit Agreement. Each of these covenants is calculated over rolling four-
quarter periods and also is subject to certain exceptions and baskets. The Third Amended Credit Agreement also contains customary covenants, including, but
not limited to, restrictions on: incurrence of liens, incurrence of additional debt, sales of assets and other fundamental corporate changes, investments and
declarations of dividends. These covenants contain customary exclusions and baskets as detailed in the Third Amended Credit Agreement. As of December 31,
2024, we are in compliance with our covenants under the Third Amended Credit Agreement.
The Revolving Credit Facility is guaranteed by substantially all of our wholly-owned direct and indirect subsidiaries. The Third Amended Credit Agreement
requires at all times that we (i) provide guarantees from wholly-owned subsidiaries that in the aggregate represent not less than 95% of our consolidated net
revenues and adjusted EBITDA from all wholly-owned subsidiaries and (ii) provide guarantees from subsidiaries that in the aggregate represent not less than
70% of consolidated adjusted EBITDA, subject to certain exceptions.
Our weighted average interest rate for borrowings under our Amended Term Loan Facility was 7.0% for the year ended December 31, 2024 and 6.8% for the
year ended December 31, 2023. As of December 31, 2024 and 2023, we had no outstanding borrowings under our $550.0 million Revolving Credit Facility.
Our weighted average interest rate for borrowings under our $550.0 million Revolving Credit Facility was 6.2% for the year ended December 31, 2023.
As of December 31, 2024, our availability under our $550.0 million Revolving Credit Facility was $511.2 million as we have no outstanding borrowings and
$38.8 million outstanding in letters of credit.
Finance Leases
Our outstanding finance leases totaling $29.5 million relate to leased equipment and fleet vehicles and bear interest rates ranging from 3.7% to 8.1%.
Effective January 1, 2023, the master lease agreement for our fleet leases was modified to remove the residual value guarantee provided by the lessor on each
of our fleet leases. The modification resulted in a change in the classification of our fleet leases from operating leases to finance leases. In connection with the
modification, we reclassified approximately $15 million from the operating lease asset and liability accounts to the property and equipment and current/long-
term obligations accounts within our consolidated balance sheet during 2023.
89

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
9. INCOME TAXES
Income taxes attributable to continuing operations consist of the following (amounts in millions):
For the Years Ended December 31,
2024
2023
2022
Current income tax expense:
Federal
$
31.0 
$
21.1 
$
12.2 
State and local
9.7 
8.8 
7.0 
40.7 
29.9 
19.2 
Deferred income tax expense:
Federal
6.1 
17.5 
20.4 
State and local
1.3 
3.2 
2.9 
7.4 
20.7 
23.3 
Income tax expense
$
48.1 
$
50.6 
$
42.5 
Total income tax expense for the years ended December 31, 2024, 2023 and 2022 was allocated as follows (amounts in millions):
For the Years Ended December 31,
2024
2023
2022
Income from continuing operations
$
48.1 
$
50.6 
$
42.5 
Interest expense
— 
— 
(0.7)
Goodwill
— 
(0.3)
(2.7)
Tax expense recorded to additional paid-in capital
— 
(0.2)
1.5 
Total
$
48.1 
$
50.1 
$
40.6 
A reconciliation of significant differences between the reported amount of income tax expense and the expected amount of income tax expense that would
result from applying the U.S. federal statutory income tax rate of 21% to income before income taxes is as follows:
For the Years Ended December 31,
2024
2023
2022
Income tax expense at U.S. federal statutory rate
21.0 %
21.0 %
21.0 %
State and local income taxes, net of federal income tax benefit
10.8 
26.0 
5.6 
Excess tax benefits from share-based compensation
1.0 
3.4 
0.3 
Non-deductible executive compensation
3.6 
5.5 
0.8 
Unrecognized tax benefits
— 
— 
(1.7)
Goodwill impairment
7.9 
— 
— 
Merger-related expenses
12.3 
13.7 
— 
Merger termination fee
— 
56.2 
— 
Other items, net
(0.9)
1.9 
0.5 
Income tax expense
55.7 %
127.7 %
26.5 %
(1) The information provided for the years ended December 31, 2024 and 2023 does not provide a meaningful reconciliation of the effective tax rate and is
not comparable to other periods. The effective tax rate for such years is influenced by the relationship of the amount of “effective tax rate drivers” (i.e.
non-deductible expenses, non-taxable income, tax credits, valuation allowance, uncertain tax positions, etc.) to income or loss before taxes. The
merger-related expenses incurred during 2024 and 2023 and the merger termination fee incurred during 2023 contribute to significant and unusual
adjustments to income before taxes distorting the relationship between “effective tax rate drivers” and income before taxes resulting in an unusual
effective tax rate.
(2) For the year ended December 31, 2022, the Company recognized $2.7  million of federal uncertain tax positions due to a lapse of the statute of
limitations.
(1)
(1)
(2)
(3)
(4)
90

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
(3) For the year ended December 31, 2024, a Component 2 goodwill impairment charge was recorded. The goodwill impairment is not deductible for tax
purposes. As a result, the non-deductible expense increased the effective tax rate by 7.9%.
(4) Includes various items such as non-deductible expenses, non-taxable income, tax credits, valuation allowance, uncertain tax positions and return-to-
accrual adjustments.
As of December 31, 2024 and 2023, the Company had income taxes receivable of $7.5 million and $8.0 million, respectively, included in other current assets
within our consolidated balance sheets.
Deferred tax assets (liabilities) consist of the following components (amounts in millions):
As of December 31,
2024
2023
Deferred tax assets:
Accrued payroll and employee benefits
$
19.4 
$
17.1 
Workers’ compensation
10.8 
10.9 
Share-based compensation
8.9 
7.1 
Legal and compliance matters
4.1 
3.9 
Lease liability
23.7 
25.6 
Net operating loss carryforwards
8.5 
8.9 
Tax credit carryforwards
2.4 
2.7 
Other assets
0.2 
0.2 
Gross deferred tax assets
78.0 
76.4 
Less: valuation allowance
(5.2)
(5.4)
Net deferred tax assets
72.8 
71.0 
Deferred tax liabilities:
Property and equipment
(12.9)
(13.5)
Amortization of intangible assets
(74.2)
(61.7)
Investment in partnerships
(10.3)
(10.8)
Right of use asset
(22.8)
(24.9)
Other liabilities
(0.7)
(0.7)
Gross deferred tax liabilities
(120.9)
(111.6)
Deferred income taxes
$
(48.1)
$
(40.6)
(1) Effective January 1, 2023, the classification of fleet leases changed from operating leases to finance leases for both GAAP and tax purposes. As a
result, for GAAP purposes, the Company recorded the expenses associated with the fleet leases in depreciation expense and interest expense. For tax
purposes, the Company accelerated the depreciation expense through bonus depreciation. As a result of accelerated tax depreciation on the fleet
vehicles, a deferred tax liability of $8.1 million was recorded for the year ended December 31, 2023.
As of December 31, 2024, we have U.S. net operating loss (“NOL”) carryforwards of $7.2 million that are available to reduce future taxable income and may
be carried forward indefinitely. While the NOL carryforwards are not subject to expiration, the annual NOL amount that is available to offset future taxable
income is subject to limitation. The NOL carryforwards were acquired as part of the stock purchase of Contessa Health on August 1, 2021. Under Section 382
of the Internal Revenue Code of 1986, as amended ("Section 382"), substantial changes in a Company’s ownership may limit the amount of NOL
carryforwards that can be utilized annually to offset future taxable income. As a result of the ownership change, the Company determined that there is an
annual limitation, pursuant to Section 382, on the amount of NOL carryforwards that may be utilized to offset future taxable income.
As of December 31, 2024, we have state NOL carryforwards of $139.3 million that are available to reduce future taxable income and South Carolina tax credits
totaling $3.0 million available to reduce future state income taxes. The state NOL and tax credit carryforwards expire at various times.
As of December 31, 2024 and 2023, the valuation allowance for deferred tax assets, which is related to certain state NOLs, was $5.2 million and $5.4 million,
respectively. The net change in the valuation allowance for the years ended December 31, 2024 and 2023 was a decrease of $0.2 million and an increase of
$0.2 million, respectively. The $0.2 million net decrease in the valuation allowance for the year ended December 31, 2024 is due to a $0.4 million valuation
allowance release on certain state
(1)
91

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
NOLs, offset by a $0.2 million increase from the creation of state NOL carryforwards in jurisdictions that require separate company reporting and where the
Company does not expect to have sufficient separate company future taxable income available to offset the state NOL carryforwards.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets
will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those jurisdictions during the
periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact
of available carryback and carryforward periods), projected future taxable income and tax-planning strategies in making this assessment. In order to fully
realize the deferred tax assets, the Company will need to generate future taxable income before the expiration of the carryforwards governed by the tax code.
Based on the current level of pre-tax earnings, the Company will generate the minimum amount of future taxable income needed to support the realization of
the deferred tax assets. As a result, as of December 31, 2024, management believes that it is more likely than not that we will realize the benefits of these
deferred tax assets, net of the existing valuation allowances. The amount of the deferred tax asset considered realizable, however, could be reduced in the near
term if estimates of future taxable income during the carryforward period are reduced.
Uncertain Tax Positions
We account for uncertain tax positions in accordance with the authoritative guidance for uncertain tax positions. A reconciliation of the beginning and ending
amount of unrecognized tax benefits is as follows (amounts in millions):
For the Years Ended December 31,
2024
2023
2022
Balance at beginning of period
$
— 
$
— 
$
2.7 
Additions for tax positions related to current year
— 
— 
— 
Additions for tax positions related to prior year
— 
— 
— 
Reductions for tax positions related to prior years
— 
— 
— 
Lapse of statute of limitations
— 
— 
(2.7)
Settlements
— 
— 
— 
Balance at end of period
$
— 
$
— 
$
— 
During 2022, the statute of limitations lapsed, ultimately removing the uncertainty surrounding the Company's ability to recognize the tax positions, if
challenged under audit. As a result, the Company recognized a $2.7 million income tax benefit and corresponding reduction in our effective tax rate for the
period ended December 31, 2022. The Company has no uncertain tax positions related to tax years that remain subject to examination by relevant tax
authorities. As of December 31, 2024, no liability for unrecognized tax benefits was necessary, and no change in assessment is expected within the next 12
months.
For the period ended December 31, 2022, the Company recorded a $0.7 million benefit as a component of interest expense as a result of the lapse of the statute
of limitations and corresponding release of the reserve for uncertain tax positions. No interest expense or benefit was recorded for the period ended December
31, 2024 or December 31, 2023. There was no accrued interest related to uncertain tax positions included in the consolidated balance sheet at December 31,
2024, December 31, 2023 or December 31, 2022.
We are subject to income taxes in the U.S. and in many individual states, with significant operations in Louisiana, South Carolina, Alabama, Georgia,
Massachusetts and Tennessee. We are open to examination in the U.S. and in various individual states for the tax years ended December 31, 2017 through
December 31, 2024. We are also open to examination in various states for the years ended 2004 through 2024 resulting from NOLs generated and available for
carryforward from those years.
10. CAPITAL STOCK AND SHARE-BASED COMPENSATION
We are authorized by our Certificate of Incorporation to issue 60,000,000 shares of common stock, $0.001 par value and 5,000,000 shares of preferred stock,
$0.001 par value. As of December 31, 2024, there were 38,307,521 and 32,776,148 shares of common stock issued and outstanding, respectively, and no shares
of preferred stock issued or outstanding. Our Board of Directors is authorized to fix the dividend rights and terms, conversion and voting rights, redemption
rights and other privileges and restrictions applicable to our preferred stock.
92

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Share-Based Awards
On March 29, 2018, our Board of Directors and the Compensation Committee approved, subject to stockholder approval, the Amedisys, Inc. 2018 Omnibus
Incentive Compensation Plan (the “2018 Plan”). On June 6, 2018, our stockholders approved the 2018 Plan at the Company's annual meeting of stockholders.
The 2018 Plan replaces our 2008 Omnibus Incentive Compensation Plan (the “2008 Plan”), which terminated on June 6, 2018 when the stockholders approved
the 2018 Plan. The 2018 Plan, as amended to date, authorizes the grant of various types of equity-based awards, such as stock awards, restricted stock units,
stock appreciation rights and stock options to eligible participants, which include all of our employees and all employees of our 50% or more owned
subsidiaries, our non-employee directors and certain consultants. The vesting terms of the awards may be tied to continued employment (or, for our non-
employee directors, continued service on the Board of Directors) and/or achievement of certain pre-determined performance goals. The 2018 Plan is
administered by the Compensation Committee of our Board of Directors, which determines, within the provisions of the 2018 Plan, those eligible participants
to whom, and the times at which, awards shall be granted. The Compensation Committee, in its discretion, may delegate its authority and duties under the 2018
Plan to specified officers; however, only the Compensation Committee may approve the terms of awards to our executive officers.
Equity-based awards may be granted for a number of shares not to exceed, in the aggregate, approximately 2.5 million shares of common stock. We had
approximately 0.9 million shares available at December  31, 2024. Each equity-based award vests ratably over a one-year to four-year period, with the
exception of those issued under contractual arrangements that specify otherwise.
The Company analyzes historical data of forfeited awards to develop an estimated forfeiture rate that is applied to the Company's non-cash compensation
expense; however, all non-cash compensation expense is adjusted to reflect actual vestings and forfeitures.
Employee Stock Purchase Plan (“ESPP”)
There have been no purchases under our ESPP plan since the second quarter 2023 offering period as commencement of an offering period after the date of the
Merger Agreement is prohibited under the Merger Agreement. Prior to this suspension, eligible employees were able to purchase our common stock at 85% of
the market price at the time of purchase. The total number of shares of our common stock authorized for issuance under our ESPP is 4,500,000. The following
is a detail of the purchases that were made under the plan:
Employee Stock Purchase Plan Period
Shares Issued
Price
2021 and Prior
3,195,155 
$
18.98 
January 1, 2022 to March 31, 2022
6,184 
146.45 
April 1, 2022 to June 30, 2022
10,814 
89.35 
July 1, 2022 to September 30, 2022
12,047 
82.27 
October 1, 2022 to December 31, 2022
11,498 
71.01 
January 1, 2023 to March 31, 2023
14,995 
62.52 
April 1, 2023 to June 30, 2023
10,915 
77.72 
July 1, 2023 to December 31, 2024
— 
— 
3,261,608 
ESPP expense included in general and administrative expense in our accompanying consolidated statements of operations was $0.3 million and $0.7 million for
2023 and 2022, respectively.
93

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Stock Options
The price per share for stock options shall be no less than the greater of (a) 100% of the fair value of a share of common stock on the date the option is granted
or (b) the aggregate par value of the shares of our common stock on the date the option is granted. If a stock option is granted to any owner of 10% or more of
the total combined voting power of us and our subsidiaries, the price is to be at least 110% of the fair value of a share of our common stock on the date the
award is granted. The contractual terms of stock options shall not exceed ten years from the date such option is granted. Stock options may be exercised during
a period as determined by our Compensation Committee or as otherwise approved by our Compensation Committee.
We use the Black-Scholes option pricing model to estimate the fair value of our stock options. There were 55,280 and 33,656 options granted during 2023 and
2022, respectively. We did not grant options during 2024. Stock option compensation expense included in general and administrative expenses in our
accompanying consolidated statements of operations was $0.9 million, $2.1 million and $1.7 million for 2024, 2023 and 2022, respectively.
The fair values of the stock option awards were estimated using the following assumptions for 2023 and 2022:
For the Years Ended December 31,
2024
2023
2022
Risk Free Rate
—
3.45% - 4.06%
1.91%
Expected Volatility
—
43.07% - 43.27%
40.97%
Expected Term
—
6.00 years
6.25 years
Weighted Average Fair Value
—
$39.70
$61.31
Dividend Yield
—
—%
—%
We used the simplified method to estimate the expected term for the stock options granted during 2023 and 2022 as adequate historical experience was not
available to provide a reasonable estimate.
The following table presents our stock option activity for 2024:
Number of
Shares
Weighted
Average Exercise
Price
Weighted
Average Contractual
Life (Years)
Outstanding options at January 1, 2024
245,338 
$
130.82 
6.19
Granted
— 
— 
Exercised
(4,291)
71.72 
Canceled, forfeited or expired
(17,725)
161.03 
Outstanding options at December 31, 2024
223,322 
$
129.56 
5.09
Exercisable options at December 31, 2024
180,976 
$
133.31 
4.43
The aggregate intrinsic value of our outstanding options and exercisable options at December 31, 2024 was $1.0 million and $0.8 million, respectively. Total
intrinsic value of options exercised was $0.1 million, $0.2 million and $1.5 million for 2024, 2023 and 2022, respectively. The tax benefit from stock options
exercised during the period amounted to less than $0.1 million, $0.1 million and $0.4 million for 2024, 2023 and 2022, respectively.
The following table presents our non-vested stock option activity for 2024:
Number of
Shares
Weighted Average
Grant Date Fair Value
Non-vested stock options at January 1, 2024
72,019 
$
58.56 
Granted
— 
— 
Vested
(22,413)
75.11 
Forfeited
(7,260)
55.88 
Non-vested stock options at December 31, 2024
42,346 
$
50.26 
At December 31, 2024, there was $0.5 million of unrecognized compensation cost related to stock options that we expect to be recognized over a weighted-
average period of 0.9 years.
94

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Non-Vested Stock Units
We refer to restricted stock units subject to service-based or a combination of service-based and performance-based vesting conditions as “non-vested stock
units.” We issue non-vested stock unit awards that are service-based, performance-based or a combination of both with vesting terms ranging from one to four
years. Based on the terms and conditions of these awards, we determine if the awards should be recorded as either equity or liability instruments. The
compensation expense is determined based on the market price of our common stock at the date of grant, applied to the total number of units that are
anticipated to vest, unless the award specifies differently. Shares of stock are not issued to the recipient until the stock unit awards have vested and after the
pre-determined delivery date has occurred.
Non-Vested Stock Units – Service-Based ("Service-Based Non-Vested Stock Units")
Service-based non-vested stock unit compensation expense included in general and administrative expenses in our accompanying consolidated statements of
operations was $27.1 million, $24.2 million and $12.1 million for 2024, 2023 and 2022, respectively.
The following table presents our service-based non-vested stock units activity for 2024:
Number of 
Shares
Weighted Average
Grant Date Fair
Value
Non-vested stock units at January 1, 2024
498,526 
$
98.63 
Granted
387,346 
93.55 
Vested
(169,747)
106.38 
Canceled, forfeited or expired
(80,336)
97.41 
Non-vested stock units at December 31, 2024
635,789 
$
93.62 
The weighted average grant date fair value of service-based non-vested stock units granted was $93.55, $81.18 and $115.07 in 2024, 2023 and 2022,
respectively.
At December 31, 2024, there was $29.7 million of unrecognized compensation cost related to our service-based non-vested stock units that we expect to be
recognized over a weighted average period of 1.8 years.
Non-Vested Stock Units – Service-Based and Performance-Based Awards ("Performance-Based Non-Vested Stock Units")
During 2023, we awarded performance-based awards to certain employees. The target level established by the award, which is based on the Company’s 2023
adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), provided for the recipients to receive an aggregate of 52,073
non-vested stock units if the target was achieved. For a select group of employees, if the target objective was surpassed to the point of achieving the projected
maximum payout, the recipients would receive an additional aggregate of 51,756 non-vested stock units. The 2023 performance-based objective established by
the award was satisfied at 127.23%. The number of non-vested stock units that were earned based on achievement of the Adjusted EBITDA measure will be
adjusted upward or downward (from 75% to 125%) based on the Company’s three-year relative total shareholder return ("TSR") and will cliff vest after the end
of the three-year performance period ending December 31, 2025.
Additionally, in connection with the appointment of our new chief executive officer, we awarded 62,641 performance-based non-vested stock units (at the
target level of performance) to Mr. Ashworth on April 12, 2023, which will cliff vest on April 12, 2028, assuming Mr. Ashworth remains continuously
employed on such date. The number of non-vested stock units that may be earned for this award is based on the Company's volume-weighted average price
("VWAP") market cap at the end of a three-year performance period to be determined as of December 31, 2025, with an actual payout of 50% to 300% of the
target number of performance-based non-vested stock units, depending on the level of performance achieved once a threshold level of performance is met.
Performance-based non-vested stock units compensation expense included in general and administrative expenses in our consolidated statements of operations
was $2.6 million, $2.4 million and $2.2 million for 2024, 2023 and 2022, respectively.
95

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
The following table presents our performance-based non-vested stock units activity for 2024:
Number of 
Shares
Weighted Average
Grant Date Fair
Value
Non-vested stock units at January 1, 2024
121,228 
$
88.96 
Granted
— 
— 
Vested
(6,525)
209.92 
Canceled, forfeited or expired
(6,880)
104.17 
Non-vested stock units at December 31, 2024
107,823 
$
80.67 
The weighted average grant date fair value of performance-based non-vested stock units granted was $82.00 and $133.70 in 2023 and 2022, respectively. We
did not grant performance-based non-vested stock units during 2024.
At December 31, 2024, there was $5.8 million in unrecognized compensation costs related to our performance-based non-vested stock units that we expect to
be recognized over a weighted average period of 2.4 years.
11. COMMITMENTS AND CONTINGENCIES
Legal Proceedings – Ongoing
We are involved in legal actions in the normal course of business, some of which seek monetary damages, including claims for punitive damages. Based on
information available to us as of the date of this filing, we do not believe that these normal course actions, when finally concluded and determined, will have a
material impact on our consolidated financial condition, results of operations or cash flows.
Legal fees related to all legal matters are expensed as incurred.
Third-Party Audits – Ongoing
From time to time, in the ordinary course of business, we are subject to audits under various governmental programs in which third-party firms engaged by
CMS, including Recovery Audit Contractors (“RACs”), Zone Program Integrity Contractors (“ZPICs”), Uniform Program Integrity Contractors (“UPICs”),
Program Safeguard Contractors (“PSCs”), Medicaid Integrity Contractors (“MICs”), Supplemental Medical Review Contractors (“SMRCs”), Comprehensive
Error Rate Testing Contractors ("CERTs") and the Office of the Inspector General ("OIG"), conduct extensive reviews of claims data to identify potential
improper payments. We cannot predict the ultimate outcome of any regulatory reviews or other governmental audits and investigations.
In July 2010, our subsidiary that provides hospice services in Florence, South Carolina received from a ZPIC a request for records regarding a sample of 30
beneficiaries who received services from the subsidiary during the period of January 1, 2008 through March 31, 2010 (the “Review Period”) to determine
whether the underlying services met pertinent Medicare payment requirements. We acquired the hospice operations subject to this review on August 1, 2009;
the Review Period covered time periods both before and after our ownership of these hospice operations. Based on the ZPIC’s findings for 16 beneficiaries,
which were extrapolated to all claims for hospice services provided by the Florence subsidiary billed during the Review Period, on June 6, 2011, the Medicare
Administrative Contractor ("MAC") for the subsidiary issued a notice of overpayment seeking recovery from our subsidiary of an alleged overpayment. We
disputed these findings, and our Florence subsidiary filed appeals through the Original Medicare Standard Appeals Process, in which we sought to have those
findings overturned. An administrative law judge ("ALJ") hearing was held in early January 2015. On January 18, 2016, we received a letter referencing the
ALJ hearing decision for the overpayment issued on June 6, 2011. The decision was partially favorable with a new overpayment amount of $3.7 million with a
balance owed of $5.6 million including interest based on 9 disputed claims (originally 16). We filed an appeal to the Medicare Appeals Council on the
remaining 9 disputed claims and also argued that the statistical method used to select the sample was not valid. No assurances can be given as to the timing or
outcome of the Medicare Appeals Council decision. As of December 31, 2024, Medicare has withheld payments of $5.7 million (including additional interest)
as part of their standard procedures once this level of the appeal process has been reached. In the event we are not able to recoup this alleged overpayment, we
are entitled to be indemnified by the prior owners of the hospice operations for amounts relating to the period prior to August 1, 2009. On January 10, 2019, an
arbitration panel from the American Health Lawyers Association determined that the prior owners' liability for their indemnification obligation was $2.8
million. This amount is recorded as an indemnity receivable within other assets in our consolidated balance sheets.
In July 2016, the Company received a request for medical records from SafeGuard Services, L.L.C (“SafeGuard”), a ZPIC, related to services provided by
some of the care centers that the Company acquired from Infinity Home Care, L.L.C. The
96

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
review period covered time periods both before and after our ownership of the care centers, which were acquired on December 31, 2015. In August 2017,
the Company received Requests for Repayment from Palmetto GBA, LLC (“Palmetto”) regarding Infinity Home Care of Lakeland, LLC, (“Lakeland Care
Centers”) and Infinity Home Care of Pinellas, LLC, (“Clearwater Care Center”). The Palmetto letters were based on a statistical extrapolation performed by
SafeGuard which alleged an overpayment of $34.0 million for the Lakeland Care Centers on a universe of 72 Medicare claims totaling $0.2 million in
actual claims payments and an overpayment of $4.8 million for the Clearwater Care Center on a universe of 70 Medicare claims totaling $0.2 million in
actual claims payments.
As a result of partially successful Level I and Level II Administrative Appeals, the alleged overpayment for the Lakeland Care Centers was reduced to $26.0
million and the alleged overpayment for the Clearwater Care Center was reduced to $3.3 million. The Company filed Level III Administrative Appeals, and
the ALJ hearings regarding the Lakeland Request for Repayment and the Clearwater Request for Repayment were held in April 2022. The Company
received the results of the ALJ hearings in June 2022. The ALJ decisions for both the Clearwater Care Center and the Lakeland Care Centers were partially
favorable for the claims that were reviewed, but the extrapolations were upheld. As a result, we increased our total accrual related to these matters from
$17.4  million to $25.2  million, excluding interest. The repayments for the Lakeland Care Centers totaling $34.3  million ($22.8  million extrapolated
repayment plus $11.5 million accrued interest) and the Clearwater Care Center totaling $3.7 million ($2.4 million extrapolated repayment plus $1.2 million
accrued interest) were made during the year ended December 31, 2022. Additionally, we wrote off $1.5 million of receivables that were impacted by these
matters during the year ended December 31, 2022. We expect to be indemnified by the prior owners, upon exhaustion of the parties' appeal rights, for
approximately $10.9 million and have recorded this amount within other assets in our consolidated balance sheets.
Insurance
We are obligated for certain costs associated with our insurance programs, including employee health, workers’ compensation, professional liability and fleet.
While we maintain various insurance programs to cover these risks, we are self-insured for a substantial portion of our potential claims. We recognize our
obligations associated with these costs, up to specified deductible limits, in the period in which a claim is incurred, including with respect to both reported
claims and claims incurred but not reported. These costs have generally been estimated based on historical data of our claims experience. Such estimates, and
the resulting reserves, are reviewed and updated by us on a quarterly basis.
The following table presents details of our insurance programs, including amounts recorded, for the periods indicated within accrued expenses in our
consolidated balance sheets. The amounts below represent our total estimated liability for individual claims that are less than our noted insurance coverage
amounts, which can include outstanding claims and claims incurred but not reported (amounts in millions).
As of December 31,
Type of Insurance
2024
2023
Health insurance
$
20.8 
$
16.1 
Workers’ compensation
41.6 
42.0 
Professional liability
6.0 
5.4 
Fleet
0.9 
0.8 
69.3 
64.3 
Less: long-term portion
(0.2)
(0.2)
$
69.1 
$
64.1 
Our health insurance has an exposure limit of $1.5 million for any individual covered life. Our workers' compensation insurance has a retention limit of $2.0
million per incident. Our professional liability insurance has a retention limit of $0.3 million per incident. Our fleet insurance has an exposure limit of
$0.5 million per accident.
Severance
We have commitments related to our severance plans applicable to a number of our senior executives and senior management, which generally commit us to
pay severance benefits under certain circumstances.
97

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Other
We are subject to various other types of claims and disputes arising in the ordinary course of our business. While the resolution of such issues is not presently
determinable, we believe that the ultimate resolution of such matters will not have a significant effect on our consolidated financial condition, results of
operations or cash flows.
12. EMPLOYEE BENEFIT PLANS
401(k) Benefit Plan
We maintain a plan qualified under Section 401(k) of the Internal Revenue Code for all employees who have reached 21 years of age, effective the first month
after their hire date. Under the plan, eligible employees may elect to defer a portion of their compensation, subject to Internal Revenue Service limits.
Our match of contributions to be made to each eligible employee contribution is $0.44 for every $1.00 contributed up to the first 6% of the employee's salary.
The match is discretionary and thus is subject to change at the discretion of management. Our match of contributions is made in the form of cash. We expensed
approximately $22.6 million, $20.4 million and $18.6 million related to our 401(k) benefit plan for 2024, 2023 and 2022, respectively.
Deferred Compensation Plan
We had a Deferred Compensation Plan for additional tax-deferred savings for a select group of management or highly compensated employees. Amounts
credited under the Deferred Compensation Plan were funded into a rabbi trust, which is managed by a trustee. The trustee has the discretion to manage the
assets of the Deferred Compensation Plan as deemed fit, thus, the assets are not necessarily reflective of the same investment choices that would have been
made by the participants.
Effective January 1, 2015, all prospective salary deferrals ceased. Participants are allowed to make transactions with any remaining account balances as they
wish per plan guidelines.
13. SHARE REPURCHASES
On August 2, 2021, our Board of Directors authorized a share repurchase program, under which we could repurchase up to $100 million of our outstanding
common stock through December 31, 2022 (the "2022 Share Repurchase Program"). Pursuant to this program, we repurchased 150,000 shares of our common
stock at a weighted average price of $115.64 per share and a total cost of approximately $17  million during the year ended December 31, 2022. The
repurchased shares were classified as treasury shares. The 2022 Share Repurchase Program expired on December 31, 2022.
On February 2, 2023, our Board of Directors authorized a share repurchase program, under which we could repurchase up to $100 million of our outstanding
common stock through December 31, 2023 (the "2023 Share Repurchase Program"). We did not repurchase any shares under the 2023 Share Repurchase
Program as the Merger Agreement limited our ability to repurchase shares of our common stock prior to the completion of the Merger, subject to certain
exceptions. The 2023 Share Repurchase Program expired on December 31, 2023.
Under the terms of the 2022 and 2023 Share Repurchase Programs, we were allowed to repurchase shares from time to time through open market purchases,
unsolicited or solicited privately negotiated transactions, an accelerated stock repurchase program, and/or a trading plan in compliance with Exchange Act Rule
10b5-1. The timing and the amount of the repurchases were determined by management based on a number of factors, including but not limited to share price,
trading volume and general market conditions, as well as on working capital requirements, general business conditions and other factors. Effective January 1,
2023, repurchases became subject to a 1% excise tax under the Inflation Reduction Act.
14. SEGMENT INFORMATION
Our operations involve servicing patients through our three reportable business segments: home health, hospice and high acuity care. We divested our personal
care business on March 31, 2023. Our home health segment delivers a wide range of services in the homes of individuals who may be recovering from surgery,
have a chronic disability or terminal illness or need assistance with completing important tasks. Our hospice segment provides palliative care and comfort to
terminally ill patients and their families. Our high acuity care segment delivers the essential elements of inpatient hospital, palliative and SNF care to patients
in their homes. Our personal care segment provided patients with assistance with the essential activities of daily living. The “other” column in the following
tables consists of costs relating to executive management and administrative support functions, primarily information services, accounting, finance, billing and
collections, legal, compliance, risk management, procurement, marketing, clinical administration, training, human resources and administration.
98

AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
The Company's chief operating decision maker ("CODM") is its Chief Executive Officer, Chief Operating Officer/Executive Vice President/Chief Financial
Officer and Chief Strategy Officer. The CODM uses operating income of the reportable segments to evaluate financial performance and allocate resources. The
operating income of each reportable segment includes an allocation of corporate expenses attributable to the specific segment as well as revenues and all other
costs directly attributable to the specific segment. The CODM reviews the performance of each segment and adjusts the allocation of resources as needed to
respond to changing market conditions and organizational priorities. Segment assets are not reviewed by the CODM and therefore are not disclosed below
(amounts in millions).
For the Year Ended December 31, 2024
Home Health
Hospice
Personal 
Care
High Acuity Care
Other
Total
Net service revenue
$
1,490.5 
$
825.8 
$
— 
$
32.0 
$
— 
$
2,348.3 
Cost of service, inclusive of depreciation
874.9 
429.7 
— 
26.0 
— 
1,330.6 
General and administrative expenses
372.2 
197.1 
— 
22.7 
264.8 
856.8 
Depreciation and amortization
7.8 
3.1 
— 
3.4 
3.7 
18.0 
Impairment
— 
— 
— 
48.4 
— 
48.4 
Operating expenses
1,254.9 
629.9 
— 
100.5 
268.5 
2,253.8 
Operating income (loss)
$
235.6 
$
195.9 
$
— 
$
(68.5)
$
(268.5)
$
94.5 
For the Year Ended December 31, 2023
Home Health
Hospice
Personal 
Care
High Acuity Care
Other
Total
Net service revenue
$
1,403.6 
$
798.8 
$
15.0 
$
19.0 
$
— 
$
2,236.4 
Cost of service, inclusive of depreciation
801.1 
412.2 
11.1 
21.1 
— 
1,245.5 
General and administrative expenses
363.5 
193.1 
2.3 
20.4 
237.5 
816.8 
Depreciation and amortization
6.0 
3.0 
— 
3.1 
5.6 
17.7 
Operating expenses
1,170.6 
608.3 
13.4 
44.6 
243.1 
2,080.0 
Operating income (loss)
$
233.0 
$
190.5 
$
1.6 
$
(25.6)
$
(243.1)
$
156.4 
For the Year Ended December 31, 2022
Home Health
Hospice
Personal 
Care
High Acuity Care
Other
Total
Net service revenue
$
1,361.7 
$
787.8 
$
61.4 
$
12.3 
$
— 
$
2,223.2 
Cost of service
773.9 
426.5 
46.7 
13.3 
— 
1,260.4 
General and administrative expenses
351.1 
203.3 
9.2 
19.7 
170.8 
754.1 
Depreciation and amortization
4.0 
2.3 
0.1 
3.3 
15.2 
24.9 
Impairment
— 
— 
— 
3.0 
— 
3.0 
Operating expenses
1,129.0 
632.1 
56.0 
39.3 
186.0 
2,042.4 
Operating income (loss)
$
232.7 
$
155.7 
$
5.4 
$
(27.0)
$
(186.0)
$
180.8 
(1) We divested our personal care business on March 31, 2023.
(2) General and administrative expenses for our corporate support function include $66.6 million and $36.7 million in merger-related expenses for the
years ended December 31, 2024 and 2023, respectively.
15. RELATED PARTY TRANSACTIONS
We have an investment in Medalogix, a healthcare predictive data and analytics company, which is accounted for under the equity method. During 2024, 2023
and 2022, we incurred costs of approximately $12.3 million, $11.3 million and $9.4 million, respectively, in connection with our usage of Medalogix's analytics
platforms.
We have an investment in a technology-enabled clinician sourcing application, which is accounted for under the cost method. During 2024, 2023 and 2023, we
incurred costs of approximately $1.8 million, $0.5 million and less than $0.1 million, respectively, in connection with our usage of the technology-enabled
clinician sourcing application's services.
(1)
(2)
(1)
(2)
(1)
99

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures which are designed to provide reasonable assurance of achieving their objectives and to ensure that
information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, disclosed and reported within the time
periods specified in the SEC’s rules and forms. This information is also accumulated and communicated to our management, including our principal executive
officer and principal financial officer, and our Board of Directors to allow timely decisions regarding required disclosure.
In connection with the preparation of this Annual Report on Form 10-K, as of December 31, 2024, under the supervision and with the participation of our
principal executive officer and principal financial officer, our management conducted an evaluation of the effectiveness of our disclosure controls and
procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act.
Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at a
reasonable assurance level as of December 31, 2024, the end of the period covered by this Annual Report on Form 10-K.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Rules 13a-
15(f) and 15d-15(f) promulgated under the Exchange Act. Under the supervision and with the participation of our principal executive officer and our principal
financial officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in
Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation
under the framework in Internal Control – Integrated Framework (2013), our management concluded our internal control over financial reporting was effective
as of December 31, 2024.
KPMG LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this Form 10-K, has issued a
report on our internal control over financial reporting, which is included herein.
Changes in Internal Controls
There were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that occurred during the quarter ended
December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
100

Inherent Limitations on Effectiveness of Controls
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls or our internal controls
over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only
reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if
any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur
because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by
management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of
controls’ effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in
the degree of compliance with policies and procedures. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their
objectives and, based on an evaluation of our controls and procedures, our principal executive officer and our principal financial officer concluded our
disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2024, the end of the period covered by this Annual
Report.
101

Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Amedisys, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Amedisys, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria
established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our
opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria
established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated
balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, stockholders’
equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial
statements), and our report dated February 27, 2025 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
/s/ KPMG LLP
Baton Rouge, Louisiana
February 27, 2025
102

ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is incorporated by reference to the 2025 Proxy Statement, or, in the event the registrant does not prepare and file the 2025
Proxy Statement, will be provided instead by amendment to this report, to be filed with the SEC within 120 days after the end of the year ended December 31,
2024.
Code of Conduct and Ethics
We have adopted a code of ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer
and principal accounting officer. This code of ethics is posted at our internet website, http://www.amedisys.com. Any amendments to, or waivers of, the code of
ethics will be disclosed on our website promptly following the date of such amendment or waiver.
The Company has an insider trading compliance policy governing the purchase, sale and other dispositions of the Company's securities that applies to all
Company personnel, including all employees, officers, directors and other covered persons. The Company believes that its insider trading compliance policy is
reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable NASDAQ listing standards. A copy of the
Company's insider trading compliance policy is filed as Exhibit 19.1 to this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to the 2025 Proxy Statement, or, in the event the registrant does not prepare and file the 2025
Proxy Statement, will be provided instead by amendment to this report, to be filed with the SEC within 120 days after the end of the year ended December 31,
2024.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The information required by this item is incorporated by reference to the 2025 Proxy Statement, or, in the event the registrant does not prepare and file the 2025
Proxy Statement, will be provided instead by amendment to this report, to be filed with the SEC within 120 days after the end of the year ended December 31,
2024.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated by reference to the 2025 Proxy Statement, or, in the event the registrant does not prepare and file the 2025
Proxy Statement, will be provided instead by amendment to this report, to be filed with the SEC within 120 days after the end of the year ended December 31,
2024.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our independent registered public accounting firm is KPMG LLP, Baton Rouge, Louisiana, Auditor Firm ID: 185
The information required by this item is incorporated by reference to the 2025 Proxy Statement, or, in the event the registrant does not prepare and file the 2025
Proxy Statement, will be provided instead by amendment to this report, to be filed with the SEC within 120 days after the end of the year ended December 31,
2024.
103

PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
1.
Financial Statements
All financial statements are set forth under Part II, Item 8 of this report.
2.
Financial Statement Schedules
There are no financial statement schedules included in this report as they are either not applicable or included in the financial statements.
3.
Exhibits
The Exhibits are listed in the Exhibit Index required by Item 601 of Regulation S-K preceding the signature page of this report.
ITEM 16. FORM 10-K SUMMARY
None.
104

EXHIBIT INDEX
The exhibits marked with the cross symbol (†) are filed and the exhibits marked with a double cross (††) are furnished with this Form 10-K. Any exhibits
marked with the asterisk symbol (*) are management contracts or compensatory plans or arrangements filed pursuant to Item 601(b)(10)(iii) of Regulation S-K.
The registrant agrees to furnish to the Commission supplementally upon request a copy of any schedules or exhibits omitted pursuant to Item 601(a)(5) of
Regulation S-K of any exhibit set forth below.
Exhibit
Number
Document Description
Report or Registration Statement
SEC File or
Registration
Number
Exhibit
or Other
Reference
2.1
Equity Purchase Agreement dated February 5, 2016, by and
between the Company, as Purchaser, and Michael Trigilio, as
Seller
The Company’s Quarterly Report on Form
10-Q for the quarter ended March 31, 2016
0-24260
2.1
2.2
First Amendment to Equity Purchase Agreement, dated May 18,
2018, by and among the Company, Amedisys Personal Care,
LLC, Associated Home Care, LLC, Elder Home Options, LLC
and Michael Trigilio
The Company’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2018
0-24260
10.1
2.3
Share Repurchase Agreement, dated as of June 4, 2018, by and
among the Company and the selling stockholders set forth on
Schedule I thereto
The Company's Current Report on Form 8-
K filed on June 4, 2018
0-24260
2.1
2.4
Stock Purchase Agreement, dated as of October 9, 2018, by and
among Milton Heching, the Heching 2012 Exempt Irrevocable
Trust, Amedisys Hospice, L.L.C., Compassionate Care Hospice
Group, Inc., and solely for purposes of Sections 3.4, 4.3(a), 4.15
and Article VIII thereof, Amedisys, Inc.
The Company’s Quarterly Report on Form
10-Q for the quarter ended September 30,
2018
0-24260
2.1
2.5
Securities Purchase Agreement, dated as of April 23, 2020, by
and between Amedisys Hospice, L.L.C. and Golden Gate
Ancillary LLC (Immaterial schedules and exhibits have been
omitted pursuant to Item 601(a)(5) of Regulation S-K. The
Company will furnish a copy of any omitted schedule or exhibit
to the Securities and Exchange Commission upon request.)
The Company's Current Report on Form 8-
K filed on April 27, 2020
0-24260
2.1
2.6
Agreement and Plan of Merger, dated as of June 27, 2021, by
and among Amedisys Holding, L.L.C., Amedisys Commodore,
L.L.C., Contessa Health, Inc., Shareholder Representative
Services LLC, and, solely for purposes of Section 10.17,
Amedisys, Inc. (Immaterial schedules and exhibits have been
omitted pursuant to Item 601(a)(5) of Regulation S-K. The
registrant agrees to furnish supplementally a copy of any omitted
schedule or exhibit to the U.S. Securities and Exchange
Commission upon request)
The Company’s Current Report on Form 8-
K filed on August 4, 2021
0-24260
2.1
2.7
Equity Purchase Agreement, by and among Associated Home
Care, L.L.C., Amedisys Personal Care, LLC, Amedisys, Inc. and
HouseWorks Holdings, LLC, dated February 10, 2023
The Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 2023
0-24260
2.1
2.8
Agreement and Plan of Merger, dated as of June 26, 2023, by
and among UnitedHealth Group Incorporated, Aurora Holdings
Merger Sub Inc. and Amedisys, Inc.
The Company's Current Report on Form 8-
K filed on June 26, 2023
0-24260
2.1
3.1
Composite of Certificate of Incorporation of the Company
inclusive of all amendments through June 14, 2007
The Company’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2007
0-24260
3.1
105

Exhibit
Number
Document Description
Report or Registration Statement
SEC File or
Registration
Number
Exhibit
or Other
Reference
3.2
Amended and Restated By-Laws
The Company’s Current Report on Form 8-
K filed on December 16, 2022
0-24260
3.1
4.1
Common Stock Specimen
The Company’s Registration Statement on
Form S-3 filed August 20, 2007
333-145582
4.8
4.2
Description of Registrant's Securities Registered Pursuant to
Section 12 of the Securities Exchange Act of 1934
The Company's Annual Report on Form 10-
K for the year ended December 31, 2021
0-24260
4.2
10.1
Form 
of 
Director 
Indemnification 
Agreement 
dated
February 12, 2009
The Company’s Annual Report on Form 10-
K for the year ended December 31, 2008
0-24260
10.1
10.2*
Amended and Restated Amedisys, Inc. Employee Stock
Purchase Plan dated June 7, 2012
The Company’s Current Report on Form 8-
K filed June 8, 2012
0-24260
10.1
10.3*
Composite 
Amedisys, 
Inc. 
2008 
Omnibus 
Incentive
Compensation Plan (inclusive of Plan amendments dated
June  7, 2012, October  25, 2012, April  23, 2015 and June  4,
2015, January 20, 2017, February 22, 2017 and September 25,
2018 and the full text of the Amedisys, Inc. 2008 Omnibus
Incentive Compensation Plan)
The Company's Annual Report on Form 10-
K for the year ended December 31, 2019
0-24260
10.3
10.4*
Form of Stock Option Award Agreement Issued under the
Amedisys, Inc. 2008 Omnibus Incentive Compensation Plan
The Company’s Annual Report on Form 10-
K for the year ended December 31, 2014
0-24260
10.6
10.5*
Form of Performance Stock Option Award Agreement Issued
under 
the 
Amedisys, 
Inc. 
2008 
Omnibus 
Incentive
Compensation Plan
The Company’s Annual Report on Form 10-
K for the year ended December 31, 2014
0-24260
10.7
10.6*
Form of Stock Option Award Agreement Issued under the
Amedisys, Inc. 2018 Omnibus Incentive Compensation Plan
The Company's Annual Report on Form 10-
K for the year ended December 31, 2018
0-24260
10.10
10.7*
Form of Restricted Stock Unit Award Agreement Issued under
the Amedisys, Inc. 2018 Omnibus Incentive Compensation Plan
The Company's Annual Report on Form 10-
K for the year ended December 31, 2018
0-24260
10.11
10.8*
Form of Performance Restricted Stock Unit Award Agreement
Issued under the Amedisys, Inc. 2018 Omnibus Incentive
Compensation Plan
The Company's Annual Report on Form 10-
K for the year ended December 31, 2018
0-24260
10.12
10.9*
Amedisys Holding, L.L.C. Amended and Restated Severance
Plan for Executive Officers dated as of July 25, 2019
The Company's Quarterly Report on Form
10-Q for the quarter ended September 30,
2019
0-24260
10.1
10.10*
Composite 
Amedisys, 
Inc. 
2018 
Omnibus 
Incentive
Compensation Plan (inclusive of Plan amendments dated
September 25, 2018 and October 21, 2020 and the full text of
the Amedisys, Inc. 2018 Omnibus Incentive Compensation
Plan)
The Company’s Annual Report on Form 10-
K for the year ended December 31, 2020
0-24260
10.16
106

Exhibit
Number
Document Description
Report or Registration Statement
SEC File or
Registration
Number
Exhibit
or Other
Reference
10.11
Amended and Restated Credit Agreement dated as of June 29,
2018, among the Company and Amedisys Holding, L.L.C., as
borrowers, certain subsidiaries of the Company party thereto as
guarantors, Bank of America, N.A., as Administrative Agent,
Swingline Lender and L/C Issuer, JPMorgan Chase Bank, N.A.,
as Syndication Agent, Capital One Bank National Association,
Citizens Bank, N.A., Compass Bank, Fifth Third Bank,
Hancock Whitney Bank, Regions Bank, and Wells Fargo Bank,
National Association, as Co-Documentation Agents, the lenders
party thereto, Merrill Lynch, Pierce Fenner  & Smith
Incorporated, Citizens Bank N.A., Fifth Third Bank and
JPMorgan Chase Bank, N.A., as Joint Lead Arrangers, and
Merrill Lynch, Pierce, Fenner  & Smith Incorporated and
JPMorgan Chase Bank, N.A., as Joint Bookrunners
The Company’s current Report on Form 8-K
filed on July 2, 2018
0-24260
10.1
10.12
Amended and Restated Security Agreement, dated as of June
29, 2018, among the Company and Amedisys Holding, L.L.C.,
as borrowers, certain other parties identified as “grantors” on
the signature pages thereto and Bank of America, N.A., in its
capacity as Administrative Agent
The Company’s current Report on Form 8-K
filed on July 2, 2018
0-24260
10.2
10.13
Amended and Restated Pledge Agreement dated as of June 29,
2018, among the Company and Amedisys Holding, L.L.C., as
borrowers, certain other parties identified as “pledgors” on the
signature pages thereto, and Bank of America, N.A., in its
capacity as Administrative Agent
The Company’s current Report on Form 8-K
filed on July 2, 2018
0-24260
10.3
10.14
Agreement and Plan of Merger dated October 31, 2015 by and
among Amedisys Health Care West, L.L.C., IHC Acquisitions,
L.L.C., Infinity Home Care, L.L.C., Axiom HealthEquity
Holdings Management, LLC, Infinity Healthcare Holdings,
LLC, and Amedisys, Inc.
The Company’s Annual Report on Form 10-
K for the year ended December 31, 2015
0-24260
10.27
10.15
Agreement of Purchase and Sale dated as of November  25,
2015, between Amedisys, Inc., through its wholly-owned
subsidiary, Amedisys Property, L.L.C., as seller and Franciscan
Missionaries of Our Lady of the Lake Heath System, Inc., as
purchaser.
The Company’s Annual Report on Form 10-
K for the year ended December 31, 2015
0-24260
10.28
107

Exhibit
Number
Document Description
Report or Registration Statement
SEC File or
Registration
Number
Exhibit
or Other
Reference
10.16
First Amendment to Amended and Restated Credit Agreement,
dated as of February 4, 2019, by and among the Amedisys, Inc.
and Amedisys Holding, L.L.C., as the borrowers, certain
subsidiaries of the Company party thereto as guarantors, Bank of
America, N.A., as the administrative agent, swingline lender and
letter of credit issuer, JPMorganChase Bank, N.A., as
syndication agent, Capital One Bank, National Association,
Citizens Bank, N.A., Compass Bank, Fifth Third Bank, Hancock
Whitney Bank, Regions Bank, and Wells Fargo Bank, National
Association, as co-documentation agents, the lenders party
thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Citizens Bank, N.A., Fifth Third Bank and JPMorgan Chase
Bank, N.A., as joint lead arrangers, and Merrill Lynch, Pierce,
Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A.,
as joint bookrunners
The Company’s Current Report on Form 8-
K filed on February 4, 2019
0-24260
10.1
10.17
Joinder Agreement, dated as of February 4, 2019, by and among
Amedisys, Inc. and Amedisys Holding, L.L.C., as the borrowers,
each of the new subsidiary guarantors party thereto, and Bank of
America, N.A., as the administrative agent
The Company’s Current Report on Form 8-
K filed on February 4, 2019
0-24260
10.2
10.18
Joinder Agreement, dated as of June 12, 2020, by and among
Amedisys, Inc. and Amedisys Holding, L.L.C., as the borrowers,
each of the new subsidiary guarantors party thereto, and Bank of
America, N.A., as the administrative agent (The schedules to the
Joinder have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The Company will furnish copies of the omitted
schedules to the Securities and Exchange Commission upon
request.)
The Company's Current Report on Form 8-
K filed on June 15, 2020
0-24260
10.1
10.19*
Second Amendment to the Amedisys, Inc. 2018 Omnibus
Incentive Compensation Plan, dated October 21, 2020
The Company's Annual Report on Form 10-
K for the year ended December 31, 2020
0-24260
10.26
10.20
Second Amendment 
to Amended 
and 
Restated 
Credit
Agreement, dated as of July 30, 2021, by and among Amedisys,
Inc. and Amedisys Holding, L.L.C., as the borrowers, the
Guarantors party thereto, the Lenders party thereto, Bank of
America, N.A., as Administrative Agent, Swingline Lender and
L/C Issuer, and the other L/C Issuers party thereto (Immaterial
schedules and exhibits have been omitted pursuant to Item
601(a)(5) of Regulation S-K. The Company agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the
U.S. Securities and Exchange Commission upon request.)
The Company’s Current Report on Form 8-
K filed on August 4, 2021
0-24260
10.1
108

Exhibit
Number
Document Description
Report or Registration Statement
SEC File or
Registration
Number
Exhibit
or Other
Reference
10.21*
Amedisys Holding, L.L.C. Severance Plan for Chief Executive
Officer
The Company’s Current Report on
Form 8-K filed on January 10, 2022
0-24260
10.1
10.22*
Amendment No. 1 to Amedisys Holding, L.L.C. Amended and
Restated Severance Plan for Executive Officers, dated as of
November 21, 2022
The Company's Annual Report on
Form 10-K for the year ended
December 31, 2022
0-24260
10.27
10.23
Third Amendment to Amended and Restated Credit Agreement,
dated as of March 10, 2023, by and among Amedisys, Inc. and
Amedisys Holding, L.L.C., as the borrowers, the Guarantors
party thereto, the Lenders party thereto, Bank of America, N.A.,
as Administrative Agent, Swingline Lender and L/C Issuer, and
the other L/C Issuers party thereto
The Company's Quarterly Report on
Form 10-Q for the quarter ended
March 31, 2023
0-24260
10.2
10.24
Termination Agreement, dated as of June 26, 2023, by and
among Amedisys, Inc., Option Care Health, Inc. and Unitah
Merger Sub, Inc.
The Company's Current Report on
Form 8-K filed on June 26, 2023
0-24260
10.1
10.25*
Limited Good Reason Waiver, by and between the Company and
Richard Ashworth, dated June 26, 2023
The Company's Annual Report on
Form 10-K for the year ended
December 31, 2023
0-24260
10.31
10.26*
Limited Good Reason Waiver, by and between the Company and
Scott G. Ginn, dated June 26, 2023
The Company's Annual Report on
Form 10-K for the year ended
December 31, 2023
0-24260
10.32
10.27*
Repayment Letter Agreement, by and between the Company and
Richard Ashworth (280G mitigation acceleration), dated
December 21, 2023
The Company's Annual Report on
Form 10-K for the year ended
December 31, 2023
0-24260
10.33
10.28*
Repayment Letter Agreement, by and between the Company and
Adam Holton (280G mitigation acceleration), dated December
21, 2023
The Company's Annual Report on
Form 10-K for the year ended
December 31, 2023
0-24260
10.34
10.29*
Third Amendment to the Amedisys, Inc. 2018 Omnibus
Incentive Compensation Plan
The Company's Quarterly Report on
Form 10-Q for the quarter ended
September 30, 2024
0-24260
10.1
10.30
Wavier, dated as of December 26, between Amedisys, Inc.,
UnitedHealth Group Incorporated and Aurora Holdings Merger
Sub Inc. (Immaterial schedules and exhibits have been omitted
pursuant to Item 601(a)(5) of Regulation S-K. The Company will
furnish a copy of any omitted schedule or exhibit to the
Securities and Exchange Commission upon request.)
The Company's Current Report on
Form 8-K filed on December 27, 2024
0-24260
10.1
†10.31*
Mutual Separation Agreement and General Release by and
between Amedisys, Inc. and Michael P. North
†10.32*
Limited Good Reason Waiver, by and between the Company and
Jennifer Griffin, dated June 26, 2023
†10.33*
Repayment Letter Agreement, by and between the Company and
Jennifer Griffin (280G mitigation acceleration), dated December
21, 2023
†10.34*
Repayment Letter Agreement, by and between the Company and
Richard Ashworth (280G mitigation acceleration), dated
December 24, 2024
109


Exhibit
Number
Document Description
Report or Registration Statement
SEC File or
Registration
Number
Exhibit
or Other
Reference
†10.35*
Repayment Letter Agreement, by and between the Company and
Jennifer Griffin (280G mitigation acceleration), dated December
24, 2024
†10.36*
Bonus Repayment Agreement, by and between the Company and
Scott G. Ginn, dated November 5, 2024
†10.37*
Bonus Repayment Agreement, by and between the Company and
Nick Muscato, dated November 5, 2024
†10.38*
Bonus Repayment Agreement, by and between the Company and
Jennifer Griffin, dated November 5, 2024
†10.39*
Limited Good Reason Waiver, by and between the Company and
Nick Muscato, dated November 5, 2024
†19.1
Insider Trading Compliance Policy
†21.1
Subsidiaries of the Registrant
†23.1
Consent of KPMG LLP
†31.1
Certification of Richard Ashworth, Chief Executive Officer
(principal executive officer), pursuant to Section  302 of the
Sarbanes-Oxley Act of 2002
†31.2
Certification of Scott G. Ginn, Chief Operating Officer,
Executive Vice President and Chief Financial Officer (principal
financial officer), pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
††32.1
Certification of Richard Ashworth, Chief Executive Officer
(principal executive officer), pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
††32.2
Certification of Scott G. Ginn, Chief Operating Officer,
Executive Vice President and Chief Financial Officer (principal
financial officer), pursuant to 18  U.S.C. Section  1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
97.1
Amedisys, Inc. Policy for the Recovery of Erroneously Awarded
Compensation
The Company's Annual Report on
Form 10-K for the year ended
December 31, 2023
0-24260
97.1
†101.INS
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in the Interactive Data File because its XBRL tags are embedded
within the Inline XBRL document.
110

Exhibit
Number
Document Description
Report or Registration Statement
SEC File or
Registration
Number
Exhibit
or Other
Reference
†101.SCH
Inline XBRL Taxonomy Extension Schema Document
†101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
Document
†101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
†101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
†101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
111

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
AMEDISYS, INC.
By:
/S/    RICHARD ASHWORTH        
Richard Ashworth,
President and Chief Executive Officer
Date: February 27, 2025
112

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated:
Signature
Title
Date
/S/   RICHARD ASHWORTH
Chief Executive Officer (Principal
Executive Officer)
February 27, 2025
Richard Ashworth
/S/    SCOTT G. GINN
Chief Operating Officer, Executive Vice
President and Chief Financial Officer (Principal
Financial Officer)
February 27, 2025
Scott G. Ginn
/S/    ALLYSON D. GUIDROZ
Principal Accounting Officer
February 27, 2025
Allyson D. Guidroz
/S/    VICKIE L. CAPPS
Director
February 27, 2025
Vickie L. Capps
/S/    MOLLY COYE, MD
Director
February 27, 2025
Molly Coye, MD
/S/    JULIE D. KLAPSTEIN
Lead Independent Director
February 27, 2025
Julie D. Klapstein
/S/    TERESA L. KLINE
Director
February 27, 2025
Teresa L. Kline
/S/    PAUL B. KUSSEROW
Director
February 27, 2025
Paul B. Kusserow
/S/    BRUCE D. PERKINS
Director
February 27, 2025
Bruce D. Perkins
/S/    JEFFREY A. RIDEOUT, MD
Director
February 27, 2025
Jeffrey A. Rideout, MD
/S/    IVANETTA D. SAMUELS
Director
February 27, 2025
Ivanetta D. Samuels
113

Exhibit 10.31
SEPARATION AGREEMENT AND GENERAL RELEASE
This SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) hereby is made and entered into by and
between Michael P. North (“Executive”) and Amedisys, Inc. (the “Company” or “Amedisys” and together with Executive,
collectively the “Parties” and individually a “Party”), and to and for the benefit of the stockholders, directors, officers, successors,
subsidiaries, employees, supervisors, advisors, attorneys, affiliates, lenders, heirs, assigns, agents, parents, employee retirement
benefit plans, and non-retirement employee benefit plans of the Company and of Amedisys Holding, L.L.C. (collectively,
“Releasees”).
RECITALS
        WHEREAS, Executive’s employment with the Company will terminate for reasons covered by Section 4 of the Amedisys
Holding, L.L.C. Amended and Restated Severance Plan for Executive Officers, as amended (the “Severance Plan”);    
WHEREAS, the Parties desire to end their employment relationship amicably and forever resolve all employment-related
issues, if there are any, which have arisen or may arise up to the Effective Date (as defined below) of this Agreement;
    WHEREAS, Executive, as a senior executive of Amedisys, has provided business and professional covenants to the Company and
had access to “Confidential Information” (defined below and in documents incorporated herein by reference) of the Company; and
    WHEREAS, the Company desires that Executive reaffirm all of his existing, post-employment covenants to the Company and
protect its Confidential Information, and Executive reaffirms his ongoing, post-employment contractual covenants to the Company
including but not limited to the Amedisys, Inc. Dispute Resolution Agreement (“DRA”), his Executive Protective Covenants
Agreement (“EPCA”), his obligations to refrain from using or disclosing the Company’s Confidential Information, privileged
communications, and attorney-work product and to provide a prospective covenant not to disparage the Company for a reasonable
period of time as specified herein.
AGREEMENT
In consideration of the premises, promises and other items contained herein, the receipt and sufficiency of which are hereby
acknowledged, Executive and the Company agree as follows:
1.
Separation of Employment. Executive’s employment as Chief Information Officer with the Company is hereby
terminated as of August 31, 2024 (the “Separation Date” or the “date of Employment Termination”), on which date he will relinquish
all rights, privileges, duties, responsibilities, and authority of his position with the Company except for Executive’s contractual and
professional covenants and obligations that survive his employment with the Company. The “Effective Date” of this Agreement is
the eighth day after the date on which it is
       

signed timely by Executive if not revoked in accordance with Section 12 below. The Parties agree that Executive will not sign the
Agreement before the Separation Date.
2.
 Non-Contingent Payments and Benefits. Regardless of whether Executive signs and does not revoke this
Agreement, Amedisys (a) has paid or will pay his regular base salary through August 31, 2024, and (b) has or will reimburse all
reasonable, necessary and preauthorized business expenses incurred prior to August 31, 2024. Executive shall submit all requests to
the Company for expense reimbursements on or before the Separation Date. Any requests submitted thereafter shall not be eligible
for reimbursement, unless required by applicable law.
3.
Compensation under Agreement and Related Benefits. Subject to Executive’s execution and non-revocation of this
Agreement and his performance of his covenants and obligations under this Agreement and to reconcile and forever resolve all
differences among the Parties relating to Executive’s employment and the period thereof, the Company hereby agrees to pay or
provide Executive the compensation and/or benefits outlined below. The specific terms of the “Severance Payment” to be paid to
Executive hereunder are as follows:
(a)
Salary and Bonus. The Company shall pay to Executive a gross amount of ONE MILLION FIVE
HUNDRED THIRTY-TWO THOUSAND ONE HUNDRED TWENTY-FIVE DOLLARS AND ZERO CENTS ($1,532,125.00).
The amount is equal to an enhanced multiple of two (2) times the sum of (A) the Executive’s base salary, as in effect on the date of
Employment Termination and (B) the greater of (x) an amount equal to the cash bonus earned by the Executive for the previous
fiscal year or (y) an amount equal to the Executive’s short-term incentive bonus target percentage for the fiscal year of the
Employment Termination times the Executive’s base salary as in effect on the date of the Employment Termination, which amount
shall be payable in a lump sum amount in accordance with the Company’s normal payroll practices on the first regularly-scheduled
payroll date immediately following the Effective Date hereof.
(b)
Cash Award. The Company shall pay to Executive a gross amount of ONE MILLION SEVEN HUNDRED
SEVENTY-EIGHT THOUSAND FIVE HUNDRED AND NINETY-TWO DOLLARS AND FORTY-EIGHT CENTS
($1,778,592.48) (the “Cash Award”) payable in a lump sum amount in accordance with the Company’s normal payroll practices on
the first regularly-scheduled payroll date immediately following the Effective Date hereof. Such Cash Award (which is not due
pursuant to the terms of the Severance Plan) equals Executive’s unvested equity awards as of August 22, 2024, at a per share price of
$101.00.
(c)
Stock Vesting. Any unvested equity awards issued in the name of Executive as of the date of termination will
vest in accordance with the terms contained in the applicable Award Agreement for such awards.
4.
Employee Benefits. Except as set forth in this Agreement or as otherwise required by applicable law (including
without limitation the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended), the Employee’s participation in and
rights under any Company employee benefit plans and programs will be governed by the terms and conditions of those plans and
programs, which plans, programs, terms and conditions may be amended, modified, suspended or terminated by the Company at any
time for any or no reason to the extent permitted by law.
5.
Executive Bears the Tax Liabilities. Other than withholdings from his “Non-Contingent Payments and Benefits” set
forth in Section 2 and the Severance Payment provided in Section 3, Executive agrees that to the extent that any federal, state, or
local taxes, interest or penalties of any kind may be due or payable as a result of (i) payments made hereunder to
       2

Executive or on his behalf and/or (ii) benefits of any kind made available hereunder to Executive or on his behalf, Executive will be
solely responsible for the payment of such taxes and will hold Company harmless, and will indemnify Company, from and against
all claims, penalties, fees, assessments, fines or other costs arising from said payments.
6.
Surrender of Property. Executive warrants and guarantees that he has returned to the Company on or before August
31, 2024, all originals, duplicates and images of all Company property and information, including but not limited to Company
documents, disks, computers, files, software and credit cards that Executive received in connection with his employment with the
Company. The “property and information” surrendered hereunder shall include all emails, text messages, photographs, written
communications, images, collected records and other materials of any kind that relate in any way to, or have as their subject, any
current or former director, officer and/or employee of the Company that is in the possession, access or control of Executive.
Executive agrees that he will not retain any copies, duplicates, reproductions or excerpts thereof.
7.
Release of Claims. For all of the purposes of this Section 7, the term “Company” shall be deemed to include the
Releasees defined above. Executive hereby unconditionally agrees to release, discharge, and hold harmless Company from any and
all claims that may arise out of Executive’s employment, relationship and affiliation with Company and its directors, executive
officers and agents and/or the termination of said employment. In consideration of the above described promises and payments,
Executive agrees on behalf of himself and all persons who may claim through him to hereby irrevocably and unconditionally release,
acquit and forever discharge the Company from any and all charges, complaints, claims, liabilities, obligations, promises,
agreements, controversies, damages, actions, causes of actions, suits, rights, demands, costs, losses, wages, salary, benefits,
compensation, debts or expenses of any kind whatsoever, known or unknown, suspected or unsuspected, which Executive now has,
owns or holds or which Executive at any time heretofore had, owned, or held, including but not limited to (i) all claims based on
alleged or actual rights arising under any federal, state, or local laws prohibiting race, sex, religion, age, disability or other forms of
discrimination or retaliation, including without limitation, (A) the Age Discrimination in Employment Act of 1967, as amended
(“ADEA”) and the Older Workers Benefits Protection Act (“OWBPA”), (B) the Tennessee Human Rights Act (Tenn. Code Ann. § 4-
21-101 et seq.) (“THRA”), (C) Tennessee Disability Act (“TDA”) (Tenn. Code Ann. § 8-5-103 et seq.), (D) Tennessee Public
Protection Act (“TPPA”) (Tenn. Code Ann. § 50-1-304), (E) Title VII of the Civil Rights Act of 1964, as amended, (F) the
Occupational Safety and Health Act, (G) the Americans With Disabilities Act, as amended (H) the Family and Medical Leave Act,
(I) all written Employment Agreements, (J) the Employee Retirement Income Security Act of 1974, as amended, and/or (K) any
other federal, state or local laws relating to or otherwise regulating Executive’s employment with Company, (ii) any claims of any
nature based on or arising out of (A) Executive’s employment with Company or the cessation of such employment, including but not
limited to whistleblower and unlawful retaliation claims, and/or (B) any alleged oral or written employment agreement or contract,
or (iii) any claims based on fraud, tort, contract, negligence, recklessness or intent of any nature whatsoever. Except as specifically
provided herein, Executive hereby releases any and all rights, claims, entitlements, compensation, equity or other privileges under
the Severance Plan and the Amedisys, Inc. 2018 Omnibus Incentive Compensation Plan, as amended to date. It is the intention of
Executive and Company that this Agreement constitute a complete and general release of all of Executive’s claims of every nature
arising on or before the Effective Date and shall be effective as an affirmative defense to any and all such claims or potential claims
of any kind whatsoever, whether known or unknown. Executive represents and warrants that he has not filed any civil action, suit,
arbitration, administrative civil action, or legal proceeding against Company, that he has not assigned, pledged, or hypothecated his
claims to any person, and that no other person has an interest in the claims that Executive is releasing herein. Nothing in this Section
7 or in any other part of this Agreement shall be construed to release either party from
       3

obligations under this Agreement, the Consulting Agreement or under any applicable terms and provisions of the Company’s 401(k)
Plan. Nothing in this Agreement limits or terminates Executive’s right to file a charge or complaint with or participate in an
investigation conducted by the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board
(“NLRB”), or any other federal, state, or local governmental agency (collectively, the “Governmental Agencies”). However,
by signing this Agreement, Executive is waiving the right to any monetary recovery or other relief (other than monetary
awards from the Securities and Exchange Commission’s whistleblower program) should the Governmental Agencies pursue
any claims on Executive’s behalf and assigns any such recovery to the Company.
8.
Executive’s Covenants to the Company.
(a)
Executive’s Covenants and Obligations. Executive acknowledges and agrees that pursuant to his
employment with the Company as Chief Information Officer he has accepted several professional, contractual and other binding
covenants and obligations that inured to the benefit of the Company both during his employment and following the termination of
his employment. Executive recognizes that his fulfillment of all such covenants and obligations is a significant and material factor in
the Company’s desire to enter into this Agreement. Executive, in recognition of the reasonableness of the scope and terms of all such
covenants that survive the termination of his employment, hereby reaffirms and agrees following the Effective Date to perform and
fulfill all covenants and obligations to the Company that are contained in the EPCA, the DRA, the Amedisys Policy Manual
(including the Company’s Information Security Policy (“ISP”)) (“Policy Manual”), and all other legal, professional and contractual
covenants and obligations that he has to the Company. The EPCA and its definitions, terms, conditions, covenants, remedies, and
other provisions are incorporated herein by reference as if set forth fully herein. To the extent that the post-employment temporal
duration of any such covenant in the EPCA to which Executive has been subject prior to the Effective Date of this Agreement are
different from the covenant’s temporal duration stated in this Agreement, the longer temporal duration stated in this Agreement shall
apply and govern the covenant(s). It is expressly understood and agreed by Executive that although Executive considers the
restrictions in this Agreement to be reasonable, if a final determination is made by a court of competent jurisdiction or an arbitrator
that the time or territory or any other restriction contained in the Agreement is an unenforceable restriction against Executive, the
provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and
territory and to such maximum extent as such court or arbitrator may determine or indicate to be enforceable. Without limiting the
generality of the foregoing promises, Executive reaffirms, accepts and/or promises to fulfill the following specific covenants and
obligations:
(i)
Confidentiality and Non-Disclosure of Information: those non-disclosure and confidentiality covenants
(as more fully articulated in Paragraph 2 of the Company’s EPCA) will survive in perpetuity. The duty to maintain the
confidentiality of any particular information will end when such information is in the public domain by means other than a breach of
confidentiality or non-disclosure by Executive.
(ii)
Non-Competition with Company (as more fully articulated in Paragraph 3.a of the EPCA) for the
duration stated in Paragraph 3.a of the EPCA.
(iii)
Non-Solicitation of Business (as more fully articulated in Paragraph 3.b of the EPCA) for the duration
stated in Paragraph 3.b of the EPCA.
(iv)
Non-Solicitation of Employees (as more fully articulated in Paragraph 3.c of the EPCA) for the
duration stated in Paragraph 3.c of the EPCA.
       4

(v)
Non-Disparagement: Executive will not make any disparaging statements to current, former or
prospective Company customers, contractors, vendors, stockholders, directors or executive officers, or to any media representatives
or any other person about the Company, its affiliates or subsidiaries, or their current or former officers, directors or employees. This
covenant continues for three (3) years from the Effective Date. This additional covenant is stated more completely in Section 11
below.
(vi)
Any and all other covenants of the Executive that are currently in place and, by their terms, survive
Executive’s term of employment will continue in accordance with their stated terms.
(b)
Company’s Neutral Reference. Executive shall direct all third parties inquiring or reasonably likely to
inquire about Executive’s employment with the Company to The Work Number at 800-367-2884 or www.theworknumber.com
(Employer Code: 15071). In response to such inquiries received by such person, the Company will communicate only the
Employee’s dates of employment and last position held with the Company.
9.
Confidentiality.
(a)
Executive agrees that any and all discussions and requests leading up to this Agreement are strictly
confidential. Executive agrees to take all reasonable efforts to preserve the confidentiality of all discussions and requests leading to
the Parties’ entry into this Agreement. The attorneys who have been in these discussions are understood and agreed to be bound to
confidentiality of the discussions of the terms of the Agreement.
(b)
Without the prior written consent of Company, and subject to the exception in Section 9(c) below, Executive
agrees not to disclose, discuss or reveal any “Confidential Information” (as defined or described in the EPCA, the Amedisys Policy
Manual and the ISP), in the absence of a subpoena, summons, or court order. Without limiting the generality or breadth of the scope
of Executive’s obligations to preserve in perpetuity the absolute privacy and confidentiality of Confidential Information, Executive is
obligated to maintain the complete confidentiality of all matters in which, during the term of his employment at the Company, he has
collected information, emails, texts, and attachments thereto that involve or relate in any way to the board of directors, stockholders,
executives, and/or employees of Amedisys. In order to allow the Company to preserve the confidentiality of attorney-client
communications or attorney work product or any other legally protected Confidential Information as defined or described in the
EPCA, the Amedisys Policy Manual and/or the ISP, such as trade secrets, Executive further agrees that, if he receives any subpoena,
summons or court order requiring him to testify in a proceeding involving the Company, he will use commercially reasonable efforts
to inform the Company within five (5) business days of receipt of such request or demand, or at least three (3) days before the date
requested for such testimony, whichever is earlier. In the event a subpoena, summons or court order is served on Executive requiring
him to testify without at least three (3) days’ notice, he will use commercially reasonable efforts to inform the Company as soon as
reasonably practicable (e.g., by email or telephone, if that is the most expedient manner under the circumstances), and Executive
shall cooperate with the Company in any proceeding at the Company’s expense. Executive shall not disclose any attorney-client
communications or attorney work product information to which the Company has a good faith claim of privilege without first
complying with the procedure set forth in this Section 9(b). Executive shall have no authority to waive the Company’s attorney-
client or attorney work product privileges.
(c)
Nothing in this Section 9 or otherwise in this Agreement prevents Executive from complying with any
applicable laws, cooperating fully in any investigation
       5

by any governmental agency or providing any information to any governmental agency or governmental investigator acting
lawfully in an official capacity.
10.    Consultation and Assistance. Executive agrees that for the Term during which Severance Payments are made to him,
he will remain reasonably accessible and available to the Company for consultation as the Company may request or desire from time
to time, and provide all reasonable assistance to the Company and its counsel regarding any business, legal or other matters
(including but not limited to litigation, arbitration, investigations or governmental proceedings) in which Executive’s participation
and/or involvement is necessary or desirable, all in a timely fashion and at such times as may be mutually agreeable to the parties
concerned. Such assistance shall include appearing from time to time at the office of the Company or its counsel for conferences and
interviews and, in general, providing the Company and its counsel with the full benefit of Executive’s knowledge, in a complete,
candid, and truthful manner, with respect to any matter involving or arising out of his employment with the Company, and shall
include the obligation to testify truthfully in connection with any such matter.
11.    Executive’s Covenant of Non-Disparagement. Subject to the provisions of Section 9, including the provisions of
Section 9(c) which allow full cooperation with any government investigation, Executive agrees that he will not make any
disparaging statements to current, former or known-to-be-prospective Company customers, contractors, vendors, stockholders, board
members or executive officers, or to any media representatives or any other person about the Company, its affiliates or subsidiaries,
or the Company’s or their employees, officers or directors. As used in this Agreement, “disparaging statement” means any
communication, statement, dissemination of information, or other representation, oral, written or otherwise, directly or indirectly,
which would cause or tend to cause the recipient of the communication to question the business condition, integrity, competence,
fairness or good character of the person or entity to whom the communication relates or has as its subject. Notwithstanding the
foregoing, this covenant of nondisparagement shall not preclude Executive from making truthful statements that are, as a matter of
law, required to be made in a public judicial setting by applicable law, regulation or process. Executive’s covenant of
nondisparagement shall remain in full force and effect for a period of three (3) years after the Effective Date.
12.    Right to Review and Revoke. Executive acknowledges and agrees that, in addition to his previous familiarity
with this Agreement’s template as an exhibit to the Severance Plan, he has a period of twenty-one (21) days beginning on the
day when he received the original form of the Company’s proposal of this Agreement to consider, execute, and deliver this
Agreement to the Company. Executive further acknowledges, understands and agrees that for a period of seven (7) days
following the execution of this Agreement, he may revoke this Agreement in writing and that such revocation must be timely
received by Caitlin Franklin, Acting Chief People Officer, Amedisys, Inc., 1005 17th Avenue South, Suite 810, Nashville,
Tennessee 37212. The twenty-eight (28) day period described in this Section 12 that includes the maximum consideration and
revocation period shall be referred to as the “Release Execution Period” for purposes of this Agreement.
       6

    13. Equitable and Legal Remedies.
(a)
General Company Rights and Remedies. In the event of Executive’s breach or violation of, or Executive’s
failure to completely and timely perform Sections 8, 9, 10 or 11 of this Agreement in any respect, (i) the Company’s obligation to
perform any of its remaining obligations hereunder (except as provided below), including the obligation to provide any further
compensation under any provision of Section 3 (a) and/or (b) above, shall immediately terminate and (ii) Executive shall be required
to repay to the Company, as Liquidated Damages, all prior Severance Payments paid by the Company to Executive, as of the date of
the breach, pursuant to Section 3 (a) and/or (b) of this Agreement (Executive’s repayment obligation is referred to and regarded as
“Liquidated Damages”), which repayment shall be made by Executive within thirty (30) calendar days after the date of the
Company’s written notice to Executive notifying Executive of such breach. To the extent that Executive does not make a required
repayment to the Company pursuant to this Section 13 within thirty (30) calendar days following demand by the Company, the
Company shall have the right to reduce, cancel or withhold against any outstanding equity-based compensation, or require a
substitute form of repayment, in each case to the maximum extent permitted under applicable law. For the avoidance of doubt,
Executive’s releases set forth above in Section 7 and all of Executive’s other restrictive covenants and obligations stated or
incorporated herein by reference shall remain in full force and effect following any such breach by Executive. The Company shall be
entitled under the Agreement to stop making any further payments or awards that have been made prior to the Company’s actual
discovery of Executive’s breach when and if the Company proves the Executive’s breach of any of Sections 8, 9, 10 or 11 of this
Agreement. Executive agrees that the Company shall not have any requirement of any kind to allege or prove in court or arbitration
that any damages were actually inflicted upon or suffered by the Company as a result of the Executive’s breach in order to be
entitled to recover Liquidated Damages under Section 13(a). Damage to the Company being caused by any such breach shall be
presumed as a matter of law with regard to Liquidated Damages.
(b)
Parties’ Equitable Relief. Each of the Parties shall have the right to enforce its rights, if any, to equitable relief
hereunder through any one or more of the following mechanisms, which may be pursued by a Party at any time and at such Party’s
sole discretion: judicial action before any court of competent jurisdiction in Davidson County Tennessee to obtain equitable
remedies and/or judicial action before any court of competent jurisdiction in Davidson County Tennessee to obtain temporary and/or
permanent injunctive relief. In the event a Party breaches, or threatens to breach, any of the provisions of this Agreement, the other
Party shall have the right to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it
being acknowledged and agreed that any such breach or threatened breach may possibly cause irreparable injury to the other Party
and that money damages may not provide the other Party with an adequate remedy. Such equitable rights and remedies shall be in
addition to, and not in lieu of, any other legal rights/remedies available to a Party under law in arbitration as provided herein below.
The Parties recognize and agree that a Party’s remedy at law for breach of this Agreement might be inadequate, and further agrees
that, for breach of such provisions, a Party may be entitled to equitable remedies.
(c)
Parties’ Legal Relief. Except for the specific equitable remedies provided above, any dispute, controversy, or
claim arising out of or related to this Agreement or any breach or termination of this Agreement, including but not limited to the
covenants Executive provides to the Company, the consideration the Company provides to Executive, and any alleged violation of
any federal, state, or local statute, regulation, common law, or public policy, whether sounding in contract, tort, or statute, shall be
submitted by either or both Parties to and decided solely by binding private confidential arbitration. Arbitration shall be administered
by a single neutral arbitrator mutually agreeable to Executive and the Company or, if the Parties are not able
       7

to reach mutual agreement in the selection of the arbitrator, with the American Arbitration Association using the Employment
Arbitration Rules and Mediation Procedures and held in Davidson County Tennessee. Any arbitral award determination shall be final
and binding upon the Parties and to the maximum extent legally permissible, private and confidential. Judgment on the arbitrator's
award may be entered in any court of competent jurisdiction. Arbitration shall proceed only on an individual basis. The Parties waive
all rights to have their legal disputes (without limiting the equitable remedies provided above) heard or decided by a jury or in a
court trial and the right to pursue any class or collective claims against each other in court, arbitration, or any other proceeding. Each
party shall only submit their own individual claims against the other and will not seek to represent the interests of any other person.
The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration
proceedings with or join any other party to an arbitration between the Parties. The arbitrator, not any court, shall have exclusive
authority to resolve any dispute, except those involving the equitable remedies provided above, relating to the enforceability or
formation of this Agreement and the arbitrability of any legal damages dispute between the Parties, except for any dispute relating to
the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction.
Further, in the event of any litigation for equitable relief in court and/or litigation for legal remedies in arbitration arising out of or in
connection with a breach of this Agreement by either Party, the prevailing Party shall be entitled to recover from the non-prevailing
party, the prevailing Party’s reasonable attorneys' fees and expenses.
14.    Construction and Entire Agreement. This Agreement is not and cannot be construed as an admission by the Company
or Executive that either has acted wrongfully with respect to the other or that either of them has any claim whatsoever against the
other. This Agreement is governed by and is to be construed in accordance with the law of the State of Tennessee. The provisions of
this Agreement are severable and, if any part of it is found to be unenforceable, the other Sections and/or provisions shall remain
fully valid and enforceable. No provision of this Agreement may be modified, amended or revoked, except in a writing signed by
Executive and an authorized officer of the Company. This Agreement, except as specifically provided hereinabove, supersedes,
terminates and replaces any and all previous or contemporaneous written or oral communications or agreements relating to
Executive’s employment and the period thereof, and the parties, except as specifically provided hereinabove, hereby acknowledge
that no other contracts, arrangements or understandings exist that pertain to any of the subjects, matters or issues addressed by this
Agreement.
15.    No Reliance. Each Party represents, acknowledges and agrees that, in executing this Agreement, such Party does not
rely and has not relied upon any promise, representation or statement not expressly set forth herein made by the other Party or, in the
case of the Company, its executive officers, board of directors or agents with regard to the subject matter, basis or effect of this
Agreement or otherwise, and each Party further represents, acknowledges and agrees that there have been no such representations,
promises, or statements made by the other Party, except as specifically set forth in this Agreement.
16.    Code Section 409A Compliance. The compensation and benefits payable pursuant this Agreement are intended to be
exempt from, or comply with, as applicable, the requirements of Internal Revenue Code Section 409A and Department of Treasury
regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such
guidance that may be issued after the Effective Date (collectively,
       8

“Section 409A”). To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding
any other provision of this Agreement to the contrary, if Executive is a “specified employee” within the meaning of Section 409A,
and a payment or benefit provided for in this Agreement would be subject to additional tax under Section 409A if such payment or
benefit is paid within six (6) months after Executive’s “separation from service” (within the meaning of Section 409A), then such
payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately
following Executive’s separation from service. If the payment of any such amount is delayed in accordance with the previous
sentence, then any payments or benefits that would otherwise have been made or provided during such six-month period and which
would have incurred such additional tax under Section 409A shall instead be paid to Executive in a lump-sum cash payment in the
seventh month following Executive’s separation from service (or such earlier date upon which such amount can be paid under
Section 409A without resulting in a prohibited distribution, including as a result of Executive’s death). If Executive’s termination of
employment hereunder does not constitute a “separation from service” within the meaning of Section  409A, then any amounts
payable hereunder on account of a termination of Executive’s employment and which are subject to Section 409A (or any exemption
therefrom that requires the occurrence of a “separation from service” as a condition to payment) shall not be paid until Executive has
experienced a “separation from service” within the meaning of Section 409A. In addition, no reimbursement or in-kind benefit shall
be subject to liquidation or exchange for another benefit and the amount available for reimbursement, or in-kind benefits provided,
during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent
calendar year. Any reimbursement to which Executive is entitled hereunder shall be made no later than the last day of the calendar
year following the calendar year in which such expenses were incurred. Notwithstanding any provision of this Agreement to the
contrary, in the event that following the Effective Date, the Company or the Executive reasonably determines that any compensation
or benefits payable under this Agreement may be subject to Section 409A, the Company and Executive shall cooperate in good faith
to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures
with retroactive effect), or take any other actions that the Parties determine are reasonably necessary or appropriate to preserve the
intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions intended to (i)
exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of
Section 409A, provided, that this Section 16 does not, and shall not be construed so as to, create any obligation on the part of the
Company or any affiliate or Executive to adopt any such amendments, policies or procedures or to take any other such actions.
Notwithstanding anything herein to the contrary, neither the Company nor any of its affiliates shall have any liability to Executive or
to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from, or compliant with,
Section  409A are not so exempt or compliant or for any taxes, interest or penalties imposed under Section 409A or any
corresponding provision of state or local law. Each payment payable hereunder in series of installments, including without limitation
any payment of the Severance Payment or other benefits, shall be treated as a separate payment in a series of payments within the
meaning of, and for purposes of, Section 409A.
       9

17.    Non-Interference. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits the
Executive from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity,
participating in a governmental or regulatory entity investigation, or giving truthful testimony or statements to a governmental or
regulatory entity, or from responding if properly subpoenaed or otherwise required to do so under applicable law.     
18.    Consultation with Attorney. Executive is advised in writing by the Company to consult with an attorney prior to
executing the Agreement. Executive, who is represented in the review of this Agreement by legal counsel of his own choosing
represents and agrees he has carefully read and fully understands all the provisions of this Agreement and that he is
voluntarily entering into this Agreement. Executive further acknowledges and agrees (i) the Company’s position is that the
compensation and benefits he will receive hereunder exceed what he may otherwise be entitled to receive, and (ii) that the
above Section 7 of this Agreement includes a release and waiver of any and all claims of age discrimination Executive may
have under the Age Discrimination in Employment Act (ADEA) and the Older Worker Benefits Protection Act (“OWBPA”).
Executive understands that Executive does not waive rights or claims under the ADEA that may arise after the date this
Agreement is Effective.
(signature page follows)
       10

PLEASE READ CAREFULLY. THIS IS A RELEASE OF ALL CLAIMS, KNOWN
OR UNKNOWN.
Executed 8/31/2024
                    EXECUTIVE
/s/ Michael North
MICHAEL P. NORTH
Executed 9/9/2024
AMEDISYS, INC. (“COMPANY”)
By: /s/ Caitlin Franklin
Name: Caitlin Franklin
Title: Acting Chief People Officer
Date proposed Agreement delivered to Executive: August 22, 2024.
21-day period to consider this Agreement ends: September 12, 2024.
       11

Exhibit 10.32
LIMITED GOOD REASON WAIVER
Reference is made to that certain Agreement and Plan of Merger by an among UnitedHealth Group Incorporated (“United”), Aurora
Holdings Merger Sub Inc. and Amedisys, Inc. (the “Merger Agreement”), dated as of June 26, 2023, pursuant to which, upon and subject to the
completion of the transactions contemplated by the Merger Agreement, the Company will become a wholly owned subsidiary of
UnitedHealth Group Inc. (the “Merger”). All capitalized terms that are not otherwise defined in this Limited Good Reason Waiver
shall have the definition set forth in the Special RSU Award Agreement attached hereto as Exhibit A.
The Participant understands that (i) all of the Participant’s outstanding equity awards with the Company will be converted into United
equity awards at the closing of the Merger (the “Closing”), and (ii) the Participant has severance rights under the Executive Severance Plan (the
“Severance Plan”) and certain rights to acceleration of his or her Company equity awards in accordance with the Omnibus Plan, in each case,
which gives the Participant rights to resign from employment with the Company if “Good Reason” (as defined in the Omnibus Plan and the
Severance Plan) is triggered or if the Participant experiences a “Qualifying Event” (as defined in the Omnibus Plan).
In consideration for the RSUs that are being granted to the Participant pursuant to the Special RSU Award Agreement attached hereto as
Exhibit A with a grant date fair value of $1,000,000, the Participant agrees that from the date of the Closing through the six-month period
following the Closing (the “Waiver Period”), the Participant will only be able to resign (i) with Good Reason as a result of a material reduction
in the Participant’s base salary (other than in connection with a proportionate reduction in the base salaries of all similarly situated senior officer-
level employees) and receive the applicable rights and benefits under the Severance Plan and Omnibus Plan, as applicable, or (ii) as a result of a
Qualifying Event (as defined in the Omnibus Plan) due to a relocation of the Participant’s principal place of employment by more than 50 miles
and receive the applicable rights under the Omnibus Plan. Following the Waiver Period, the Participant and the Company agree and acknowledge
that the Participant’s full Good Reason protection will apply as in effect immediately prior to the Waiver Period, including but not limited to such
protection being based on any changes during the Waiver Period to his or her authority, responsibilities or duties as in effect immediately prior to
the Effective Time (as defined in the Merger Agreement). The parties agree that the timing deadlines for triggering Good Reason (90 days’ notice
from triggering event, 150 days to terminate from triggering event) based on changes to authority, duties or responsibilities during the Waiver
Period from those in effect immediately prior to the Effective Date, shall not apply and the timing deadlines shall begin on the six-month
anniversary of the Effective Time and be as follows: (i) the Participant shall have a period of time of up to 30 days following the six-month
anniversary of the Effective Time to provide notice of such triggering event, (ii) the Company shall have 30 days to cure such condition if
curable and (iii) the Participant shall terminate employment within 60 days of the end of the Waiver Period. The arrangements set forth herein
are intended to be in compliance with the short term deferral exemption to under Section 409A of the Internal Revenue Code.
This Waiver will become effective upon and subject to execution of the Merger Agreement.
[Signature Page follows]

AMEDISYS, INC.
By:        
    /s/ Richard Ashworth
Richard Ashworth
    Chief Executive Officer
[Signature Page to Limited Good Reason Waiver]

PARTICIPANT
/s/ Jennifer Guckert Griffin    
Jennifer Guckert Griffin
[Signature Page to Limited Good Reason Waiver]

            
EXHIBIT A
AMEDISYS, INC. 2018 OMNIBUS INCENTIVE COMPENSATION PLAN
SPECIAL RESTRICTED SHARE UNIT AWARD AGREEMENT
This Special Restricted Share Unit Award Agreement (this “Agreement”), dated as of June 26, 2023 (the “Grant Date”), is by and
between Amedisys, Inc., a Delaware corporation (the “Company”), and Jennifer Guckert Griffin (the “Participant”). Capitalized
terms used but not otherwise defined herein shall have the meaning ascribed to them in the Omnibus Plan (as defined below). This
Agreement constitutes the Award Notice that is described in the Omnibus Plan.
RECITALS
WHEREAS, the Company has established and maintains its 2018 Omnibus Incentive Compensation Plan (as the same may
be amended from time to time, the “Omnibus Plan”) for the purposes that are stated therein; and
WHEREAS, the Compensation Committee of the Company’s Board of Directors (the “Committee”) has made an Award of
Restricted Share Units (“RSUs”) to the Participant on the Grant Date, subject to the terms of the Omnibus Plan and the terms that are
contained herein;
NOW, THEREFORE, in consideration of the foregoing, and mutual agreements contained herein, the adequacy and
sufficiency of which are hereby acknowledged, the Company and the Participant agree as follows:
1. Grant of RSUs.
(a) Award. This RSU Award is made with respect to 10,964 shares of Common Stock. Each RSU represents the right
to receive a share of Common Stock, subject to the terms and conditions set forth in the Omnibus Plan and this Agreement. Prior to
the vesting of RSUs hereunder, the Participant will not have any interest in the Common Stock subject to this Award or be entitled to
any voting rights, dividends or any other rights and privileges of stockholders of the Company.
(b) Vesting Schedule. Subject to Section 3 of this Agreement, the RSUs granted under Section 1(a) shall vest, if at all,
on each date specified in the following schedule (each such date, a “Vesting Date”), provided that the Participant has not incurred a
termination of Employment (as defined in the Omnibus Plan) prior to such Vesting Date:
(i) 3,655 shares of Common Stock will become vested on the first anniversary of the Grant Date;
(ii) An additional 3,655 shares of Common Stock will become vested on the second anniversary of the Grant Date; and
A-1

(iii) An additional 3,654 shares of Common Stock will become vested on the third anniversary of the Grant Date.
(c) Stockholder Rights. At each respective Vesting Date, or such other times that this Award becomes vested, the
Participant shall be deemed the owner of the Common Stock and will have all rights of a stockholder with respect thereto and the
Company will promptly (but no later than the 15th day of the third month following the end of the calendar year in which there is no
longer a substantial risk of forfeiture with respect to the RSU) deliver such shares of Common Stock to the Participant; provided,
however, that the Company shall be under no obligation to deliver Common Stock under this Award until all conditions stated in the
Omnibus Plan with respect to regulatory approvals and listing requirements have been satisfied. For the avoidance of doubt, the
substantial risk of forfeiture described in the previous sentence shall lapse in each case as of the earlier of the applicable Vesting
Date set forth in the schedule in Section 1(b) and the date of termination due to death or Disability.
2. Restrictions on Transfer. This Agreement and the RSUs are not assignable or transferable other than by will or by the laws
of descent and distribution or pursuant to certain domestic relations orders. The terms of this Agreement shall be binding on the
Participant’s heirs and successors and on the administrators and executors of the Participant’s estate. Any attempt to transfer the
Participant’s rights under this Agreement or the RSUs granted hereby other than in accordance with the provisions of this Section 2
shall cause all rights of the Participant hereunder to be immediately forfeited.
3. Effect of Termination of Employment. The Participant’s rights to the RSU on termination of Employment are described in
the Omnibus Plan, as modified by the Limited Good Reason Waiver.
4. Tax Withholding. Prior to the issuance or delivery of Common Stock in connection with the vesting of the RSUs, payment
must be made by the Participant of any federal, state, local or other taxes that become due on account of the Award. Such obligations
shall be satisfied by withholding whole shares of Common Stock with an aggregate Fair Market Value equal to such obligations,
unless the Participant makes other arrangements for withholding with the Company. The amount that is calculated for withholding
shall not exceed the maximum withholding rate. Any fractional share of Common Stock remaining shall be paid in cash to the
Participant.
5. Omnibus Plan Incorporated by Reference. This grant of RSUs is made pursuant to the Omnibus Plan, and in all respects
will be interpreted in accordance with the Omnibus Plan, as amended. The Committee has the authority to interpret and construe this
Agreement pursuant to the terms of the Omnibus Plan, and its decisions are conclusive as to any questions arising hereunder. The
Participant hereby acknowledges receipt of the Omnibus Plan, which shall be deemed to be incorporated in and form a part hereof.
In the event of any conflict between the terms of this Agreement and the terms of the Omnibus Plan, as the same may be amended
and in effect from time to time, the terms of the Omnibus Plan shall prevail.
6. No Employment or Other Rights. This grant of RSUs does not confer upon the Participant any right to be continued in the
Employment of the Company or any subsidiary or interfere in any way with the right of the Company to terminate the Participant’s
Employment at any time, for any reason, with or without cause, or to decrease the Participant’s compensation or
A-2

benefits. This grant of RSUs is a one-time benefit and does not create any contractual or other right to receive additional
RSUs or other benefits in lieu of RSUs in the future.
7. Applicable Law. The validity, construction, interpretation and effect of this Agreement will be governed by and construed
in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof.
8. Notice. Any notice to the Company provided for in this Agreement shall be addressed to Amedisys, Inc. at its principal
business address in care of the Corporate Secretary of the Company, and any notice to the Participant will be addressed to the
Participant at the current address shown on the books and records of the Company. Any notice shall be sent by registered or certified
mail, overnight courier service or by electronic delivery.
9. Entire Agreement. This Agreement and the Omnibus Plan contain the entire agreement between the Participant and the
Company regarding the grant of RSUs and supersede all prior arrangements or understandings with respect thereto.
10. Amendment. This Agreement may not be amended, modified or waived except by a written instrument signed by the
party against whom enforcement of any such modification, amendment or waiver is sought.
11. Severability. The invalidity or unenforceability of any provision of the Omnibus Plan or this Agreement shall not affect
the validity or enforceability of any other provision of the Omnibus Plan or this Agreement, and each provision of the Omnibus Plan
and this Agreement shall be severable and enforceable to the extent permitted by law.
12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile
transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the
original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document
bearing an original signature.
13. Community Property. Without prejudice to the actual rights of the spouses as between each other, for all purposes of this
Agreement, the Participant shall be treated as agent and attorney-in-fact for that interest held or claimed by his spouse with respect
to this Agreement, the RSUs and any shares of Common Stock delivered in accordance with Section 1(c) of this Agreement, and the
parties to this Agreement shall act in all matters as if the Participant was the sole owner of this Agreement and the shares of
Common Stock. This appointment is coupled with an interest and is irrevocable.
14. Code Section 409A. The compensation and benefits payable pursuant this Agreement are intended to be exempt from the
requirements of Internal Revenue Code Section 409A and Department of Treasury regulations and other interpretative guidance
issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Grant Date
(collectively, “Section 409A”) and shall be interpreted in accordance with such intent. Notwithstanding anything herein to the
contrary, neither the Company nor any of its affiliates shall have any liability to the Participant or to any other person if the payments
and benefits provided in this Agreement that are intended to be exempt from Section 409A are
A-3

not so exempt or for any taxes, interest or penalties imposed under Section 409A or any corresponding provision of state or
local law.
 
[Signature page follows]
A-4

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized representative
and the Participant has executed this Agreement effective as of the Grant Date.
DATE OF GRANT: June 26, 2023
AMEDISYS, INC.
By:        
    /s/ Richard Ashworth
Richard Ashworth
Chief Executive Officer
[Signature Page to the Award Agreement]

PARTICIPANT
/s/ Jennifer Guckert Griffin    
Jennifer Guckert Griffin

Exhibit 10.33
December 18, 2023
Jennifer Griffin
Re: Accelerated Payments and Potential Repayment Obligations
Dear Jennifer:
This letter agreement (the “Letter Agreement”) memorializes your agreement and understanding with Amedisys, Inc. (the “Company”)
regarding certain accelerated payments and vesting in connection with the anticipated completion of the merger contemplated by the Merger
Agreement, dated as of June 26, 2023, by and between the Company, UnitedHealth Group Incorporated (“Optum”) and Aurora Holdings
Merger Sub Inc. (the “Merger”).
In anticipation of the Merger, and as a 280G mitigation strategy, the Company will accelerate payment of all or a portion of your 2023 annual
bonus payment and accelerate vesting of certain tranches of your unvested and outstanding equity awards, as outlined in Exhibit A attached
hereto, in each case, less applicable tax withholdings, on or prior to December 31, 2023. You hereby acknowledge that the Company reserves the
right to make adjustments to your future compensation to the extent the final determination of your 2023 annual bonus is less than target and the
payment you are entitled to receive is less than the amount accelerated pursuant to this Letter Agreement.
In the event you are terminated for Cause or you resign for any reason other than Good Reason (each, as defined in the Amedisys 2018 Omnibus
Incentive Compensation Plan, after giving effect to the provisions of that certain Limited Good Reason Waiver, dated as of June 26, 2023, by and
between you and the Company) you hereby agree that you will promptly repay the after-tax amount of certain accelerated bonus amounts to the
Company and/or Optum and/or immediately forfeit to the Company the after-tax number of shares underlying any equity awards accelerated (or
repay to the Company and/or Optum the fair market value of such shares on the date of acceleration if you no longer own such shares), in each
case as set forth in the next sentence. For purposes of clarity, the only payments subject to repayment and shares subject to forfeiture, in each
case, pursuant to this Letter Agreement are those that are outstanding prior to the date of this Letter Agreement, have been accelerated into 2023
(in connection with the Company’s 280G mitigation strategies) and which would not have been paid or vested by their terms prior to or in
connection with your termination of employment.
The repayment obligations hereunder will terminate and will have no further effect with respect to Optum policies in the event the Merger is not
consummated.
This letter agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws
principles thereof and may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together
constitute one and the same agreement.
Please confirm your agreement by signing below.
Sincerely,
/s/ Richard Ashworth
Richard Ashworth
Chief Executive Officer
AGREED AND ACCEPTED BY: /s/ Jennifer G. Griffin
     Jennifer Griffin
[Signature Page to the Award Agreement]

Exhibit A
Accelerated Bonus Amounts and Equity Awards
Accelerated 2023 Bonus Amount
$126,175
Grant Date
Number of Shares
Original Vesting Date
July 25, 2020
59
July 25, 2024
July 25, 2021
50
July 25, 2024
June 1, 2022
349
June 1, 2024
May 3, 2023
647
May 3, 2024
June 26, 2023
3,655
June 26, 2024
Exhibit A

Exhibit 10.34
December 24, 2024
Richard Ashworth
Re: Accelerated Payments and Potential Repayment Obligations
Dear Richard:
This letter agreement (the “Letter Agreement”) memorializes your agreement and understanding with Amedisys, Inc. (the “Company”)
regarding certain accelerated payments and vesting in connection with the anticipated completion of the merger contemplated by the Merger
Agreement, dated as of June 26, 2023, by and between the Company, UnitedHealth Group Incorporated (“Optum”) and Aurora Holdings Merger
Sub Inc. (the “Merger,” and such agreement, the “Merger Agreement”).
In anticipation of the Merger, and as a 280G mitigation strategy, and subject to any conditions determined by the Company to be required under
the Merger Agreement, the Company intends to accelerate payment of all or a portion of your 2024 annual bonus payment and accelerate vesting
of certain tranches of your unvested and outstanding equity awards, as outlined in Exhibit A attached hereto, in each case, less applicable tax
withholdings, on or prior to December 31, 2024. You hereby acknowledge that the Company reserves the right to make adjustments to your
future compensation to the extent the final determination of your 2024 annual bonus is less than target and the payment you are entitled to
receive is less than the amount accelerated pursuant to this Letter Agreement.
In the event you are terminated for Cause or you resign for any reason other than Good Reason (each, as defined in the Amedisys 2018 Omnibus
Incentive Compensation Plan, after giving effect to the provisions of that certain Limited Good Reason Waiver, dated as of June 26, 2023, by and
between you and the Company), you hereby agree that you will promptly repay the after-tax amount of certain accelerated bonus amounts to the
Company and/or Optum and/or immediately forfeit to the Company the after-tax number of shares underlying any equity awards accelerated (or
repay to the Company and/or Optum the fair market value of such shares on the date of acceleration if you no longer own such shares), in each
case as set forth in the next sentence. For purposes of clarity, the only payments subject to repayment and shares subject to forfeiture, in each
case, pursuant to this Letter Agreement are those that are outstanding prior to the date of this Letter Agreement, have been accelerated into 2024
(in connection with the Company’s 280G mitigation strategies) and which would not have been paid or vested by their terms prior to or in
connection with your termination of employment.
The repayment obligations hereunder will terminate and will have no further effect with respect to Optum policies in the event the Merger is not
consummated.
This letter agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws
principles thereof and may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together
constitute one and the same agreement.
Please confirm your agreement by signing below.
Sincerely,
/s/ Jennifer Griffin
Jennifer Griffin
Chief Legal Officer
AGREED AND ACCEPTED BY: /s/ Richard Ashworth 12/24/2024
     Richard Ashworth

Exhibit A
Accelerated Bonus Amounts and Equity Awards
Accelerated 2024 Bonus Amount
$1,030,000
Grant Date
Number of Shares
Original Year of Vesting
April 12, 2023
5,220
2025
June 26, 2023
9,137
2025
February 16, 2024
13,793
2025

Exhibit 10.35
December 24, 2024
Jennifer Griffin
Re: Accelerated Payments and Potential Repayment Obligations
Dear Jennifer:
This letter agreement (the “Letter Agreement”) memorializes your agreement and understanding with Amedisys, Inc. (the “Company”)
regarding certain accelerated payments and vesting in connection with the anticipated completion of the merger contemplated by the Merger
Agreement, dated as of June 26, 2023, by and between the Company, UnitedHealth Group Incorporated (“Optum”) and Aurora Holdings Merger
Sub Inc. (the “Merger,” and such agreement, the “Merger Agreement”).
In anticipation of the Merger, and as a 280G mitigation strategy, and subject to any conditions determined by the Company to be required under
the Merger Agreement, the Company intends to accelerate payment of all or a portion of your 2024 annual bonus payment and accelerate vesting
of certain tranches of your unvested and outstanding equity awards, as outlined in Exhibit A attached hereto, in each case, less applicable tax
withholdings, on or prior to December 31, 2024. You hereby acknowledge that the Company reserves the right to make adjustments to your
future compensation to the extent the final determination of your 2024 annual bonus is less than target and the payment you are entitled to
receive is less than the amount accelerated pursuant to this Letter Agreement.
In the event you are terminated for Cause or you resign for any reason other than Good Reason (each, as defined in the Amedisys 2018 Omnibus
Incentive Compensation Plan, after giving effect to the provisions of that certain Limited Good Reason Waiver, dated as of June 26, 2023, by and
between you and the Company), you hereby agree that you will promptly repay the after-tax amount of certain accelerated bonus amounts to the
Company and/or Optum and/or immediately forfeit to the Company the after-tax number of shares underlying any equity awards accelerated (or
repay to the Company and/or Optum the fair market value of such shares on the date of acceleration if you no longer own such shares), in each
case as set forth in the next sentence. For purposes of clarity, the only payments subject to repayment and shares subject to forfeiture, in each
case, pursuant to this Letter Agreement are those that are outstanding prior to the date of this Letter Agreement, have been accelerated into 2024
(in connection with the Company’s 280G mitigation strategies) and which would not have been paid or vested by their terms prior to or in
connection with your termination of employment.
The repayment obligations hereunder will terminate and will have no further effect with respect to Optum policies in the event the Merger is not
consummated.
This letter agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws
principles thereof and may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together
constitute one and the same agreement.
Please confirm your agreement by signing below.
Sincerely,
/s/ Richard Ashworth
Richard Ashworth
Chief Executive Officer
AGREED AND ACCEPTED BY: /s/ Jennifer Griffin 12/24/2024
     Jennifer Griffin
Exhibit A

Exhibit A
Accelerated Bonus Amounts and Equity Awards
Accelerated 2024 Bonus Amount
$181,845
Grant Date
Number of Shares
Original Year of Vesting
July 25, 2021
50
2025
June 1, 2022
349
2025
May 3, 2023
647
2025
June 26, 2023
3,655
2025
February 16, 2024
551
2025
June 26, 2023
3,654
2026

Exhibit 10.36
BONUS REPAYMENT AGREEMENT
This BONUS REPAYMENT AGREEMENT (the “Agreement”) is between Amedisys, Inc. a Delaware corporation, including
any successor or assign (the “Company”), and Scott Ginn (“Executive”).
RECITALS
WHEREAS, reference is made to that certain Agreement and Plan of Merger by and among UnitedHealth Group
Incorporated (“UnitedHealth Group”), Aurora Holdings Merger Sub Inc. and the Company (the “Merger Agreement”), dated as of
June 26, 2023, pursuant to which, upon and subject to the completion of the transactions contemplated by the Merger Agreement, the
Company will become a wholly owned subsidiary of UnitedHealth Group (the “Merger”);
WHEREAS, the Compensation Committee of the Company’s Board of Directors has approved the payment to Executive of a
one-time lump-sum bonus in the amount of $200,000, payable in advance but subject to repayment by Executive if Executive
voluntarily terminates employment before the closing of the Merger or the termination of the Merger pursuant to the terms of the
Merger Agreement (the closing or termination of the Merger by its terms shall be referred to herein as the “Closing”) as explained by
Section 2 below; and
WHEREAS, Executive wishes to accept the bonus and agrees to repay the bonus in the event Executive voluntarily
terminates employment prior to the Closing, on the terms and conditions set forth herein.
NOW THEREFORE, the Company and Executive agree as follows:
AGREEMENT
1. Bonus. In consideration of Executive remaining employed by the Company through the Closing (the “Retention Period”) and
subject to the terms of Section 2 below, the Company shall pay Executive a one-time lump-sum bonus in the gross amount of
$200,000 (the “Bonus”), payable on the first practicable payroll date following the signing of the Agreement, subject to all
required taxes, withholdings, and deductions.
2. Executive’s Repayment Promise. Executive’s ability to retain and/or obligation to repay the Bonus shall be determined
according to the following terms:
a.
In the event that Executive’s employment with the Company is voluntarily terminated by the Executive during the
Retention Period, Executive shall repay to the Company the full amount of the Bonus within thirty (30) days
following such employment termination date, without the requirement of any demand being made on the part of the
Company.
3. Attorneys’ Fees and Costs. In the event that it is necessary for the Company to retain an attorney or file suit to enforce this
Agreement, Executive agrees to pay the Company’s attorneys’ fees, court costs, and other reasonable costs and expenses of
collection and/or enforcement.
4. Entire Agreement. This is the entire agreement between the Company and Executive regarding the terms of the Bonus.
Nothing in this Agreement shall be construed as altering or amending any other agreement that Executive signed in favor of
the Company. The terms of this Agreement shall supersede all previous agreements and communications, written or oral,
regarding the Bonus.
5. Employment. Nothing in this Agreement creates any obligation for the Company or any successor or assign to employ
Executive for any particular term.
Exhibit A

6. Successors and Assigns. This Agreement shall automatically inure to the benefit of the Company and its successors and/or
assigns. Executive hereby consents to the assignment and/or acquisition of this Agreement to or by any successor to the
business of the Company that succeeds to substantially all of the business activities of the Company and all terms and
conditions contained herein shall apply as between such successor and Executive to the extent of the Company’s pre-
assignment business after assignment.
7. Amendment. This Agreement may only be amended if done so in writing and signed by each of the parties to this Agreement.
8. Severability and Interpretation. Each provision of this Agreement is intended to be severable. If any court of competent
jurisdiction determines that one or more provisions of this Agreement, or any part thereof, is invalid, illegal or unenforceable,
such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall
be given full force and effect as if such invalid, illegal or unenforceable provision had not been contained within it. This
Agreement shall be construed in such a manner so as not to favor one party or the other regardless of which party has drafted
the Agreement.
9. Governing Law. The validity, interpretation, performance, and enforcement of this Agreement shall be governed by the laws
of the State of Delaware without regard to whatever laws might otherwise apply under applicable principles of conflicts or
choice of laws. The parties hereby agree that the governing law set forth in this Section 9 is expressly, knowingly, and
voluntarily agreed to by the parties.
10. Counterparts; Signatures. This Agreement may be executed in multiple counterparts and by facsimile, pdf, or electronic
signature, each of which shall be deemed an original and all of which together shall constitute one instrument.
11. Waiver of Jury Trial. The parties desire to avoid the time and expense related to a jury trial of any and all controversies,
claims, issues and other disputes arising out of or relating to this Agreement. Therefore, the parties, for themselves and their
successors and assigns, hereby waive trial by jury of any and all controversies, claims, issues and other disputes arising out of
or relating to this Agreement or the breach thereof or in any way arising out of or related to Executive’s employment by the
Company. The parties acknowledge that this waiver is knowingly, freely, and voluntarily given, is desired by all parties and is
the best interests of all parties.
[Signature Page follows]
IN WITNESS WHEREOF, the parties executed this Agreement as follows:
FOR AMEDISYS, INC.:
FOR EXECUTIVE:
Signature:/s/Richard Ashworth
Signature:/s/Scott Ginn
By: Richard Ashworth
Printed: Scott Ginn
Its: President and Chief Executive Officer
Date: November 5, 2024
Date: November 5, 2024

Exhibit 10.37
BONUS REPAYMENT AGREEMENT
This BONUS REPAYMENT AGREEMENT (the “Agreement”) is between Amedisys, Inc. a Delaware corporation, including
any successor or assign (the “Company”), and Nick Muscato (“Executive”).
RECITALS
WHEREAS, reference is made to that certain Agreement and Plan of Merger by and among UnitedHealth Group
Incorporated (“UnitedHealth Group”), Aurora Holdings Merger Sub Inc. and the Company (the “Merger Agreement”), dated as of
June 26, 2023, pursuant to which, upon and subject to the completion of the transactions contemplated by the Merger Agreement, the
Company will become a wholly owned subsidiary of UnitedHealth Group (the “Merger”);
WHEREAS, the Compensation Committee of the Company’s Board of Directors has approved the payment to Executive of a
one-time lump-sum bonus in the amount of $200,000, payable in advance but subject to repayment by Executive if Executive
voluntarily terminates employment before the closing of the Merger or the termination of the Merger pursuant to the terms of the
Merger Agreement (the closing or termination of the Merger by its terms shall be referred to herein as the “Closing”) as explained by
Section 2 below; and
WHEREAS, Executive wishes to accept the bonus and agrees to repay the bonus in the event Executive voluntarily
terminates employment prior to the Closing, on the terms and conditions set forth herein.
NOW THEREFORE, the Company and Executive agree as follows:
AGREEMENT
1. Bonus. In consideration of Executive remaining employed by the Company through the Closing (the “Retention Period”) and
subject to the terms of Section 2 below, the Company shall pay Executive a one-time lump-sum bonus in the gross amount of
$200,000 (the “Bonus”), payable on the first practicable payroll date following the signing of the Agreement, subject to all
required taxes, withholdings, and deductions.
2. Executive’s Repayment Promise. Executive’s ability to retain and/or obligation to repay the Bonus shall be determined
according to the following terms:
a.
In the event that Executive’s employment with the Company is voluntarily terminated by the Executive during the
Retention Period, Executive shall repay to the Company the full amount of the Bonus within thirty (30) days
following such employment termination date, without the requirement of any demand being made on the part of the
Company.
3. Attorneys’ Fees and Costs. In the event that it is necessary for the Company to retain an attorney or file suit to enforce this
Agreement, Executive agrees to pay the Company’s attorneys’ fees, court costs, and other reasonable costs and expenses of
collection and/or enforcement.
4. Entire Agreement. This is the entire agreement between the Company and Executive regarding the terms of the Bonus.
Nothing in this Agreement shall be construed as altering or amending any other agreement that Executive signed in favor of
the Company. The terms of this Agreement shall supersede all previous agreements and communications, written or oral,
regarding the Bonus.
5. Employment. Nothing in this Agreement creates any obligation for the Company or any successor or assign to employ
Executive for any particular term.

6. Successors and Assigns. This Agreement shall automatically inure to the benefit of the Company and its successors and/or
assigns. Executive hereby consents to the assignment and/or acquisition of this Agreement to or by any successor to the
business of the Company that succeeds to substantially all of the business activities of the Company and all terms and
conditions contained herein shall apply as between such successor and Executive to the extent of the Company’s pre-
assignment business after assignment.
7. Amendment. This Agreement may only be amended if done so in writing and signed by each of the parties to this Agreement.
8. Severability and Interpretation. Each provision of this Agreement is intended to be severable. If any court of competent
jurisdiction determines that one or more provisions of this Agreement, or any part thereof, is invalid, illegal or unenforceable,
such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall
be given full force and effect as if such invalid, illegal or unenforceable provision had not been contained within it. This
Agreement shall be construed in such a manner so as not to favor one party or the other regardless of which party has drafted
the Agreement.
9. Governing Law. The validity, interpretation, performance, and enforcement of this Agreement shall be governed by the laws
of the State of Delaware without regard to whatever laws might otherwise apply under applicable principles of conflicts or
choice of laws. The parties hereby agree that the governing law set forth in this Section 9 is expressly, knowingly, and
voluntarily agreed to by the parties.
10. Counterparts; Signatures. This Agreement may be executed in multiple counterparts and by facsimile, pdf, or electronic
signature, each of which shall be deemed an original and all of which together shall constitute one instrument.
11. Waiver of Jury Trial. The parties desire to avoid the time and expense related to a jury trial of any and all controversies,
claims, issues and other disputes arising out of or relating to this Agreement. Therefore, the parties, for themselves and their
successors and assigns, hereby waive trial by jury of any and all controversies, claims, issues and other disputes arising out of
or relating to this Agreement or the breach thereof or in any way arising out of or related to Executive’s employment by the
Company. The parties acknowledge that this waiver is knowingly, freely, and voluntarily given, is desired by all parties and is
the best interests of all parties.
[Signature Page follows]
IN WITNESS WHEREOF, the parties executed this Agreement as follows:
FOR AMEDISYS, INC.:
FOR EXECUTIVE:
Signature:/s/Richard Ashworth
Signature:/s/Nick Muscato
By: Richard Ashworth
Printed: Nick Muscato
Its: President and Chief Executive Officer
Date: November 5, 2024
Date: November 5, 2024

Exhibit 10.38
BONUS REPAYMENT AGREEMENT
This BONUS REPAYMENT AGREEMENT (the “Agreement”) is between Amedisys, Inc. a Delaware corporation, including
any successor or assign (the “Company”), and Jennifer Guckert Griffin (“Executive”).
RECITALS
WHEREAS, reference is made to that certain Agreement and Plan of Merger by and among UnitedHealth Group
Incorporated (“UnitedHealth Group”), Aurora Holdings Merger Sub Inc. and the Company (the “Merger Agreement”), dated as of
June 26, 2023, pursuant to which, upon and subject to the completion of the transactions contemplated by the Merger Agreement, the
Company will become a wholly owned subsidiary of UnitedHealth Group (the “Merger”);
WHEREAS, the Compensation Committee of the Company’s Board of Directors has approved the payment to Executive of a
one-time lump-sum bonus in the amount of $200,000, payable in advance but subject to repayment by Executive if Executive
voluntarily terminates employment before the closing of the Merger or the termination of the Merger pursuant to the terms of the
Merger Agreement (the closing or termination of the Merger by its terms shall be referred to herein as the “Closing”) as explained by
Section 2 below; and
WHEREAS, Executive wishes to accept the bonus and agrees to repay the bonus in the event Executive voluntarily
terminates employment prior to the Closing, on the terms and conditions set forth herein.
NOW THEREFORE, the Company and Executive agree as follows:
AGREEMENT
1. Bonus. In consideration of Executive remaining employed by the Company through the Closing (the “Retention Period”) and
subject to the terms of Section 2 below, the Company shall pay Executive a one-time lump-sum bonus in the gross amount of
$200,000 (the “Bonus”), payable on the first practicable payroll date following the signing of the Agreement, subject to all
required taxes, withholdings, and deductions.
2. Executive’s Repayment Promise. Executive’s ability to retain and/or obligation to repay the Bonus shall be determined
according to the following terms:
a.
In the event that Executive’s employment with the Company is voluntarily terminated by the Executive during the
Retention Period, Executive shall repay to the Company the full amount of the Bonus within thirty (30) days
following such employment termination date, without the requirement of any demand being made on the part of the
Company.
3. Attorneys’ Fees and Costs. In the event that it is necessary for the Company to retain an attorney or file suit to enforce this
Agreement, Executive agrees to pay the Company’s attorneys’ fees, court costs, and other reasonable costs and expenses of
collection and/or enforcement.
4. Entire Agreement. This is the entire agreement between the Company and Executive regarding the terms of the Bonus.
Nothing in this Agreement shall be construed as altering or amending any other agreement that Executive signed in favor of
the Company. The terms of this Agreement shall supersede all previous agreements and communications, written or oral,
regarding the Bonus.
5. Employment. Nothing in this Agreement creates any obligation for the Company or any successor or assign to employ
Executive for any particular term.

6. Successors and Assigns. This Agreement shall automatically inure to the benefit of the Company and its successors and/or
assigns. Executive hereby consents to the assignment and/or acquisition of this Agreement to or by any successor to the
business of the Company that succeeds to substantially all of the business activities of the Company and all terms and
conditions contained herein shall apply as between such successor and Executive to the extent of the Company’s pre-
assignment business after assignment.
7. Amendment. This Agreement may only be amended if done so in writing and signed by each of the parties to this Agreement.
8. Severability and Interpretation. Each provision of this Agreement is intended to be severable. If any court of competent
jurisdiction determines that one or more provisions of this Agreement, or any part thereof, is invalid, illegal or unenforceable,
such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall
be given full force and effect as if such invalid, illegal or unenforceable provision had not been contained within it. This
Agreement shall be construed in such a manner so as not to favor one party or the other regardless of which party has drafted
the Agreement.
9. Governing Law. The validity, interpretation, performance, and enforcement of this Agreement shall be governed by the laws
of the State of Delaware without regard to whatever laws might otherwise apply under applicable principles of conflicts or
choice of laws. The parties hereby agree that the governing law set forth in this Section 9 is expressly, knowingly, and
voluntarily agreed to by the parties.
10. Counterparts; Signatures. This Agreement may be executed in multiple counterparts and by facsimile, pdf, or electronic
signature, each of which shall be deemed an original and all of which together shall constitute one instrument.
11. Waiver of Jury Trial. The parties desire to avoid the time and expense related to a jury trial of any and all controversies,
claims, issues and other disputes arising out of or relating to this Agreement. Therefore, the parties, for themselves and their
successors and assigns, hereby waive trial by jury of any and all controversies, claims, issues and other disputes arising out of
or relating to this Agreement or the breach thereof or in any way arising out of or related to Executive’s employment by the
Company. The parties acknowledge that this waiver is knowingly, freely, and voluntarily given, is desired by all parties and is
the best interests of all parties.
[Signature Page follows]
IN WITNESS WHEREOF, the parties executed this Agreement as follows:
FOR AMEDISYS, INC.:
FOR EXECUTIVE:
Signature:/s/Richard Ashworth
Signature:/s/Jennifer Guckert Griffin
By: Richard Ashworth
Printed: Jennifer Guckert Griffin
Its: President and Chief Executive Officer
Date: November 5, 2024
Date: November 5, 2024

Exhibit 10.39
LIMITED GOOD REASON WAIVER
Reference is made to that certain Agreement and Plan of Merger by an among UnitedHealth Group Incorporated (“United”), Aurora
Holdings Merger Sub Inc. and Amedisys, Inc. (the “Merger Agreement”), dated as of June 26, 2023, pursuant to which, upon and subject to the
completion of the transactions contemplated by the Merger Agreement, the Company will become a wholly owned subsidiary of
UnitedHealth Group Inc. (the “Merger”). All capitalized terms that are not otherwise defined in this Limited Good Reason Waiver
shall have the definition set forth in the Special RSU Award Agreement attached hereto as Exhibit A.
The Participant understands that (i) all of the Participant’s outstanding equity awards with the Company will be converted into United
equity awards at the closing of the Merger (the “Closing”), and (ii) the Participant has severance rights under the Executive Severance Plan (the
“Severance Plan”) and certain rights to acceleration of his or her Company equity awards in accordance with the Omnibus Plan, in each case,
which gives the Participant rights to resign from employment with the Company if “Good Reason” (as defined in the Omnibus Plan and the
Severance Plan) is triggered or if the Participant experiences a “Qualifying Event” (as defined in the Omnibus Plan).
In consideration for the RSUs that are being granted to the Participant pursuant to the Special RSU Award Agreement attached hereto as
Exhibit A with a grant date fair value of $1,000,000, the Participant agrees that from the date of the Closing through the six-month period
following the Closing (the “Waiver Period”), the Participant will only be able to resign (i) with Good Reason as a result of a material reduction
in the Participant’s base salary (other than in connection with a proportionate reduction in the base salaries of all similarly situated senior officer-
level employees) and receive the applicable rights and benefits under the Severance Plan and Omnibus Plan, as applicable, or (ii) as a result of a
Qualifying Event (as defined in the Omnibus Plan) due to a relocation of the Participant’s principal place of employment by more than 50 miles
and receive the applicable rights under the Omnibus Plan. Following the Waiver Period, the Participant and the Company agree and acknowledge
that the Participant’s full Good Reason protection will apply as in effect immediately prior to the Waiver Period, including but not limited to such
protection being based on any changes during the Waiver Period to his or her authority, responsibilities or duties as in effect immediately prior to
the Effective Time (as defined in the Merger Agreement). The parties agree that the timing deadlines for triggering Good Reason (90 days’ notice
from triggering event, 150 days to terminate from triggering event) based on changes to authority, duties or responsibilities during the Waiver
Period from those in effect immediately prior to the Effective Date, shall not apply and the timing deadlines shall begin on the six-month
anniversary of the Effective Time and be as follows: (i) the Participant shall have a period of time of up to 30 days following the six-month
anniversary of the Effective Time to provide notice of such triggering event, (ii) the Company shall have 30 days to cure such condition if
curable and (iii) the Participant shall terminate employment within 60 days of the end of the Waiver Period. The arrangements set forth herein
are intended to be in compliance with the short term deferral exemption to under Section 409A of the Internal Revenue Code.
This Waiver will become effective upon and subject to execution of the Merger Agreement.
[Signature Page follows]

AMEDISYS, INC.
By:        
    /s/ Richard Ashworth
Richard Ashworth
    Chief Executive Officer
[Signature Page to Limited Good Reason Waiver]

PARTICIPANT
/s/ Nick Muscato    
Nick Muscato
[Signature Page to Limited Good Reason Waiver]

            
EXHIBIT A
AMEDISYS, INC. 2018 OMNIBUS INCENTIVE COMPENSATION PLAN
SPECIAL RESTRICTED SHARE UNIT AWARD AGREEMENT
This Special Restricted Share Unit Award Agreement (this “Agreement”), dated as of November 5, 2024 (the “Grant Date”),
is by and between Amedisys, Inc., a Delaware corporation (the “Company”), and Nick Muscato (the “Participant”). Capitalized
terms used but not otherwise defined herein shall have the meaning ascribed to them in the Omnibus Plan (as defined below). This
Agreement constitutes the Award Notice that is described in the Omnibus Plan.
RECITALS
WHEREAS, the Company has established and maintains its 2018 Omnibus Incentive Compensation Plan (as the same may
be amended from time to time, the “Omnibus Plan”) for the purposes that are stated therein; and
WHEREAS, the Compensation Committee of the Company’s Board of Directors (the “Committee”) has made an Award of
Restricted Share Units (“RSUs”) to the Participant on the Grant Date, subject to the terms of the Omnibus Plan and the terms that are
contained herein;
NOW, THEREFORE, in consideration of the foregoing, and mutual agreements contained herein, the adequacy and
sufficiency of which are hereby acknowledged, the Company and the Participant agree as follows:
1. Grant of RSUs.
(a) Award. This RSU Award is made with respect to 10,421 shares of Common Stock. Each RSU represents the right
to receive a share of Common Stock, subject to the terms and conditions set forth in the Omnibus Plan and this Agreement. Prior to
the vesting of RSUs hereunder, the Participant will not have any interest in the Common Stock subject to this Award or be entitled to
any voting rights, dividends or any other rights and privileges of stockholders of the Company.
(b) Vesting Schedule. Subject to Section 3 of this Agreement, the RSUs granted under Section 1(a) shall vest, if at all,
on each date specified in the following schedule (each such date, a “Vesting Date”), provided that the Participant has not incurred a
termination of Employment (as defined in the Omnibus Plan) prior to such Vesting Date:
(i) 3,474 shares of Common Stock will become vested on the first anniversary of the Grant Date;
(ii) An additional 3,474 shares of Common Stock will become vested on the second anniversary of the Grant Date; and
(iii) An additional 3,473 shares of Common Stock will become vested on the third anniversary of the Grant Date.
A-1

(c) Stockholder Rights. At each respective Vesting Date, or such other times that this Award becomes vested, the
Participant shall be deemed the owner of the Common Stock and will have all rights of a stockholder with respect thereto and the
Company will promptly (but no later than the 15th day of the third month following the end of the calendar year in which there is no
longer a substantial risk of forfeiture with respect to the RSU) deliver such shares of Common Stock to the Participant; provided,
however, that the Company shall be under no obligation to deliver Common Stock under this Award until all conditions stated in the
Omnibus Plan with respect to regulatory approvals and listing requirements have been satisfied. For the avoidance of doubt, the
substantial risk of forfeiture described in the previous sentence shall lapse in each case as of the earlier of the applicable Vesting
Date set forth in the schedule in Section 1(b) and the date of termination due to death or Disability.
2. Restrictions on Transfer. This Agreement and the RSUs are not assignable or transferable other than by will or by the laws
of descent and distribution or pursuant to certain domestic relations orders. The terms of this Agreement shall be binding on the
Participant’s heirs and successors and on the administrators and executors of the Participant’s estate. Any attempt to transfer the
Participant’s rights under this Agreement or the RSUs granted hereby other than in accordance with the provisions of this Section 2
shall cause all rights of the Participant hereunder to be immediately forfeited.
3. Effect of Termination of Employment. The Participant’s rights to the RSU on termination of Employment are described in
the Omnibus Plan, as modified by the Limited Good Reason Waiver.
4. Tax Withholding. Prior to the issuance or delivery of Common Stock in connection with the vesting of the RSUs, payment
must be made by the Participant of any federal, state, local or other taxes that become due on account of the Award. Such obligations
shall be satisfied by withholding whole shares of Common Stock with an aggregate Fair Market Value equal to such obligations,
unless the Participant makes other arrangements for withholding with the Company. The amount that is calculated for withholding
shall not exceed the maximum withholding rate. Any fractional share of Common Stock remaining shall be paid in cash to the
Participant.
5. Omnibus Plan Incorporated by Reference. This grant of RSUs is made pursuant to the Omnibus Plan, and in all respects
will be interpreted in accordance with the Omnibus Plan, as amended. The Committee has the authority to interpret and construe this
Agreement pursuant to the terms of the Omnibus Plan, and its decisions are conclusive as to any questions arising hereunder. The
Participant hereby acknowledges receipt of the Omnibus Plan, which shall be deemed to be incorporated in and form a part hereof.
In the event of any conflict between the terms of this Agreement and the terms of the Omnibus Plan, as the same may be amended
and in effect from time to time, the terms of the Omnibus Plan shall prevail.
6. No Employment or Other Rights. This grant of RSUs does not confer upon the Participant any right to be continued in the
Employment of the Company or any subsidiary or interfere in any way with the right of the Company to terminate the Participant’s
Employment at any time, for any reason, with or without cause, or to decrease the Participant’s compensation or
A-2

benefits. This grant of RSUs is a one-time benefit and does not create any contractual or other right to receive additional
RSUs or other benefits in lieu of RSUs in the future.
7. Applicable Law. The validity, construction, interpretation and effect of this Agreement will be governed by and construed
in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof.
8. Notice. Any notice to the Company provided for in this Agreement shall be addressed to Amedisys, Inc. at its principal
business address in care of the Corporate Secretary of the Company, and any notice to the Participant will be addressed to the
Participant at the current address shown on the books and records of the Company. Any notice shall be sent by registered or certified
mail, overnight courier service or by electronic delivery.
9. Entire Agreement. This Agreement and the Omnibus Plan contain the entire agreement between the Participant and the
Company regarding the grant of RSUs and supersede all prior arrangements or understandings with respect thereto.
10. Amendment. This Agreement may not be amended, modified or waived except by a written instrument signed by the
party against whom enforcement of any such modification, amendment or waiver is sought.
11. Severability. The invalidity or unenforceability of any provision of the Omnibus Plan or this Agreement shall not affect
the validity or enforceability of any other provision of the Omnibus Plan or this Agreement, and each provision of the Omnibus Plan
and this Agreement shall be severable and enforceable to the extent permitted by law.
12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile
transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the
original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document
bearing an original signature.
13. Community Property. Without prejudice to the actual rights of the spouses as between each other, for all purposes of this
Agreement, the Participant shall be treated as agent and attorney-in-fact for that interest held or claimed by his spouse with respect
to this Agreement, the RSUs and any shares of Common Stock delivered in accordance with Section 1(c) of this Agreement, and the
parties to this Agreement shall act in all matters as if the Participant was the sole owner of this Agreement and the shares of
Common Stock. This appointment is coupled with an interest and is irrevocable.
14. Code Section 409A. The compensation and benefits payable pursuant this Agreement are intended to be exempt from the
requirements of Internal Revenue Code Section 409A and Department of Treasury regulations and other interpretative guidance
issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Grant Date
(collectively, “Section 409A”) and shall be interpreted in accordance with such intent. Notwithstanding anything herein to the
contrary, neither the Company nor any of its affiliates shall have any liability to the Participant or to any other person if the payments
A-3

and benefits provided in this Agreement that are intended to be exempt from Section 409A are not so exempt or for any taxes,
interest or penalties imposed under Section 409A or any corresponding provision of state or local law.
[Signature page follows]
A-4

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized representative
and the Participant has executed this Agreement effective as of the Grant Date.
DATE OF GRANT: November 5, 2024
AMEDISYS, INC.
By:        
    /s/ Richard Ashworth
Richard Ashworth
Chief Executive Officer
PARTICIPANT
/s/ Nick Muscato    
Nick Muscato
(Signature Page to the Award Agreement)

Exhibit 19.1
Amedisys, Inc.
Amended and Restated
Insider Trading Compliance Policy
    This Policy concerns the handling of material, nonpublic information relating to Amedisys, Inc. (“Amedisys,” the “Company,” or
“we”) or other companies with which we deal and with the buying and selling of stock and other securities of Amedisys and such
other companies.
    For purposes of this Policy, each Amedisys employee, officer and director will be categorized into one of four groups: (i) “All
Employees Group,” (ii) “Restricted Personnel Group,” (iii) “Pre-Clearance Group” and (iv) “Directors and Executive Officers Group.”
Different restrictions contained in this Policy apply to each group. This Policy will be administrated by the General Counsel/Chief
Legal Officer, who will work with the Company’s management team to determine the appropriate group for each employee. The
General Counsel/Chief Legal Officer will separately notify all persons who are placed into the Restricted Personnel Group, the Pre-
Clearance Group or the Directors and Executive Officers Group upon initial classification as such and on a quarterly basis in
connection with the release of the Company’s quarterly or annual financial statements.
ALL EMPLOYEES, OFFICERS AND DIRECTORS ARE SUBJECT TO
PART ONE OF THIS POLICY, REGARDLESS OF CATEGORY,
AND SHOULD READ PART ONE OF THIS POLICY CAREFULLY.
    PERSONS WHO HAVE BEEN NOTIFIED THAT THEY ARE IN THE RESTRICTED PERSONNEL GROUP, THE PRE-CLEARANCE GROUP OR
THE DIRECTORS AND EXECUTIVE OFFICERS GROUP ARE SUBJECT TO ADDITIONAL RESTRICTIONS OUTLINED IN PART TWO OF THIS
POLICY, WHICH THEY SHOULD READ CAREFULLY.
06715750.2    Version dated February 2023

PART ONE
APPLICABLE TO ALL EMPLOYEES, OFFICERS AND DIRECTORS
A.    Insider Trading Prohibited
    General Rule. No Amedisys employee, officer or director may purchase or sell Amedisys securities while he or she is in
possession of material, nonpublic information relating to Amedisys. “Purchase or sell” and “purchases or sales” and similar terms
as used in this Policy shall include any transfer, gift, pledge or loan of Amedisys securities. This restriction applies to all sales or
purchases, whether on public markets or in private transactions, and whether undertaken directly or indirectly. This restriction
does not apply to certain “Permitted Transactions,” which are discussed in Exhibit A of this Policy.
Securities. “Securities,” as used in this Policy, means not only Amedisys common stock, but any other equity or debt security
that Amedisys may issue (including stock options, nonvested shares and restricted stock units), as well as any derivative securities
related to Amedisys securities (such as put or call options on Amedisys common stock).
    Employees, Officers and Directors and their Related Persons. This Policy applies to all employees, officers and directors of
Amedisys and its subsidiaries. Each provision of this Policy that applies to an employee, officer and director also applies to the
following (hereafter referred to as “Related Persons”):
    members of their immediate families with whom they share a household;
    other persons with whom they share a household;
    persons who principally rely on the employee, officer or director for their financial support, regardless of where they
reside; and
    any person or entity over which they have control or influence with respect to a transaction in securities (i.e., a trustee of
a trust or an executor of an estate).
When we refer to “you” in this Policy, we also mean each of your Related Persons. Because your Related Persons are covered by
this Policy, you will be responsible for their transactions in Amedisys securities, and they should not purchase or sell Amedisys
securities without your clearance. Notwithstanding anything within this Policy to the contrary, to the extent any employee, officer
or director of our Company (or a Related Person) is affiliated with an investment banking firm, private equity firm, commercial bank
or other similar entity, nothing in this Policy shall prohibit such entities from entering into transactions (or seeking to enter into
transactions), which are outside such person’s control, involving the purchase or sale of Amedisys securities.
06715750.2    Part One - 1

    Material, Nonpublic Information.
    Material. Information is considered “material” if:
    a reasonable investor would consider it important in making a decision on whether to buy, sell or hold the security;
    a reasonable investor would view the information as significantly altering the total mix of information in the marketplace
about the company that issued the security; or
    the information could reasonably be expected to have a substantial effect on the price of the security.
    Nonpublic. Information is nonpublic until it has been “publicly disclosed,” meaning that it is:
    published in such a way as to provide broad, non-exclusionary distribution of the information to the public; and
    has been so published for a sufficient period of time to be absorbed by the market and reflected in the price of the
related securities.
    Examples of public disclosure include the issuance of a press release or the filing of an appropriate report with the Securities and
Exchange Commission (“SEC”). Information is generally considered to be “nonpublic” until the expiration of a period of two (2) full
trading days after the information is released to the general public. However, this period could vary depending on the type of
information released, the market’s expectations relating to the subject matter of the release, and the market’s reaction after the
information is released, and could be longer or shorter than this two (2)-day period.    
Examples of material, nonpublic information might include information about:
    the Company’s nonpublic financial or operating results, whether for completed periods or relating to expectations for
future periods;
    Company projections that significantly differ from projections previously published by the Company or from external
expectations of analysts and investors;
    significant changes in admissions, revenue, market share or cost of service;
    negotiation of a material joint venture, merger, acquisition or disposition;
    the Company entering into or the termination of any significant contract or agreement or significantly changing its
business relationship with any significant business partner;
06715750.2    Part One - 2

    the development of significant new care management programs;
    non-routine reviews, audits or investigations by the Medicare and Medicaid programs and other Federal and state
governmental agencies;
    identification of a significant new business opportunity or the development of new significant technologies or intellectual
property;
    a material impairment or change in the value of the Company’s assets;
    the filing of material litigation or claims against the Company, developments in material pending litigation, or other
material contingent liabilities affecting the Company;
    significant regulatory developments;
    the contents of forthcoming publications that may affect the market price of Amedisys securities;
    changes in top management, including changes in responsibilities or departures from the Company;
    significant accounting developments;
    cybersecurity risks and incidents, including vulnerabilities and breaches;
    changes in dividend policies;
    the declaration of a stock split;
    plans to offer any additional securities, to repurchase any outstanding securities or to consummate any material
financing; and
    plans to undertake any other material transaction that is outside the ordinary course of the Company’s business.
Information may be material whether it is favorable or unfavorable to the Company, and the list of examples provided above is
merely illustrative. Where there is any possibility that an item may be considered “material,” you should treat it as such and you
should confer with the General Counsel/Chief Legal Officer for a definitive ruling. The best rule of thumb is that if an item of
information makes you want to buy or sell the Company’s securities, or changes your view of the value of the securities, then you
should assume that the information is material.
    Other Companies. While this Policy prohibits trading in Amedisys securities while you are in possession of material, nonpublic
information about Amedisys, it also prohibits trading in securities of any other company about which you learn material, nonpublic
information in the
06715750.2    Part One - 3

course of performing your duties for Amedisys and tipping others about such nonpublic information. For example, you may be
involved in a transaction in which Amedisys expects to enter into (or terminate) a substantial business relationship with another
company, acquire another company, buy a substantial amount of its stock or enter into a joint venture with the company. Even
though the amount of the transaction may be immaterial to Amedisys, it may be material to the other company. This Policy
prohibits you from trading in the securities of that company while you are aware of this nonpublic information or from tipping
others regarding the information.
Special Blackouts. We reserve the right to impose a trading blackout from time to time on all or any group of our
employees, officers or directors when, in the judgment of the General Counsel/Chief Legal Officer and the Company’s Chief
Financial Officer, a blackout is warranted. During a special blackout, you will not be permitted to purchase or sell Amedisys
securities and you may or may not be allowed to execute Permitted Transactions (as defined in Exhibit A). A special blackout may
also prohibit you from trading in the securities of other companies. If the Company imposes a blackout to which you are subject,
the General Counsel/Chief Legal Officer or his or her designee will notify you when the blackout begins and when it ends and the
securities and transactions to which it applies.
    Short Sales. All employees, officers and directors are prohibited from selling Amedisys stock short. A “short sale” is one involving
securities that the seller does not own at the time of sale or, if the securities are owned by the seller, situations where they will be
delivered on a delayed basis (meaning that the securities are not delivered within 20 days after the sale or deposited in the mail or
other usual channels of transportation within five days after the sale). Selling securities “short” is consistent with an expectation
that the price of the securities will decline in the near future and is often speculative in nature. Short selling is improper because it
gives rise to a conflict of interest between the short seller and the Company, creating an economic incentive that is inconsistent
with the duty that all employees, officers and directors have to act in what they believe in good faith to be in the best interest of all
of the stockholders of the Company.
Derivative Securities. Derivative securities are securities whose value varies in relation to the price of Amedisys securities.
Examples of derivative securities include exchange-traded put or call options, as well as over-the-counter or individually arranged
derivative transactions. For the same reasons that “short sales” are prohibited, our employees, officers, and directors are
prohibited from purchasing or selling derivative securities relating to Amedisys stock if the purchase or sale creates a “put-
equivalent” position (meaning that the employee, officer or director will benefit from a decline in the price of the underlying
Amedisys security). Examples of prohibited transactions would include purchasing a put on Amedisys stock, selling a call on
Amedisys stock, or entering into forward sales and other transactions that are used to hedge ownership positions in Amedisys
securities. Employees, officers and directors may purchase “call-equivalent” options and derivatives, but should use extreme
caution in doing so, as these types of derivatives are often speculative and may be subject to scrutiny by enforcement authorities.
06715750.2    Part One - 4

    Pledged Stock; Margin Loans. Sales of Amedisys shares that you have pledged as security for a loan have no special exemption
from insider trading laws or this Policy. Accordingly, you should be extremely careful when utilizing a margin loan in a brokerage
account or otherwise using your Amedisys securities as collateral for a loan.
    Under margin arrangements, a broker is entitled to sell shares which you have deposited as collateral for loans, if the value of
your securities falls below the brokerage firm’s margin requirements. A similar right to sell shares applies to a bank or other lender
to whom you have pledged Amedisys stock as collateral. Even though you did not initiate the sale or control its timing, because it is
still a sale for your benefit, you may be subject to liability under insider trading laws if the sale is made at a time when you are in
possession of material, nonpublic information.
    In addition, the forced sale of a significant number of shares may negatively impact the price of Amedisys stock. If it involves a
member of the Director or Executive Officer Group, it can bring unwanted negative publicity. Pledging may be used as a part of
hedging strategy that would remove the full risk and rewards of ownership, and sever your alignment with that of the Company’s
other shareholders, as described above.
    Because of these concerns, members of the Directors and Executive Officers Group are prohibited from holding Amedisys stock in
a margin account or otherwise pledging Amedisys stock as collateral for a loan.
    While persons that are not in the Directors and Executive Officers Group are not prohibited from pledging Amedisys stock, you
should be extremely careful when utilizing a margin loan in a brokerage account or otherwise using your Amedisys securities as
collateral for a loan. Any sale of the pledged securities must be made in compliance with the restrictions under this Policy that
apply to you, such as trading windows or pre-clearance requirements. As a result, if you use Amedisys securities to secure a margin
loan, you may be forced to take actions (for instance, depositing additional money or selling other securities) to satisfy margin
requirements in order to avoid your broker selling your Amedisys securities at a time that would result in a violation of insider
trading laws or this Policy. Similar cautions apply to a bank or other loan for which you have pledged Amedisys stock as collateral.
    Safest Time for Transactions. All employees, whether or not subject to the trading windows or pre-clearance procedures
described in this Policy, are reminded that the safest time for transactions in Amedisys securities will generally be a few days after
the release by the Company of financial information relating to a completed quarter. The appearance of improper trading may
increase as the Company approaches the end of a fiscal quarter or in the interim between the completion of a quarter and the
announcement of financial results for the quarter.
06715750.2    Part One - 5

B.    Unauthorized Disclosure of Material, Nonpublic Information Prohibited
    General Rule. No employee, officer or director may disclose material, nonpublic information about Amedisys (or any company
with which Amedisys deals) to anyone outside Amedisys unless authorized to do so. The General Counsel/Chief Legal Officer must
be notified immediately in the case of any inadvertent disclosure to any outside person.
    Tipping. Under the federal securities laws, you can be held responsible not only for your own insider trading, but also for
securities transactions by anyone to whom you disclose material, nonpublic information. Even if those to whom you disclose such
information do not trade while aware of the information, you can be responsible for the trades of persons who received material,
nonpublic information indirectly from you if you are the ultimate source of their information.
    Discussing or Recommending Amedisys Securities. We recognize that employee enthusiasm for Amedisys and its business
prospects is a vital element of our success. You should, however, use extreme caution when discussing Amedisys securities with
anyone outside Amedisys and you must not recommend the purchase, sale or holding of Amedisys securities. Making
recommendations of that type can easily result in accidental disclosure of material, nonpublic information or be viewed as
“tipping.” Likewise, recommendations can result in embarrassing situations for you or the Company if you make a recommendation
at a time when there is a pending announcement of material, nonpublic information by the Company, even if you are unaware of
that information.
    Investor Chat Rooms/Message Boards and Internet Postings. Unless specifically authorized to do so, no employee, officer or
director may disclose nonpublic information about Amedisys on the Internet (regardless of whether such information is material),
and more specifically in investor discussion forums (like Yahoo! Finance, Google Finance or The Motley Fool) or chat rooms or
message boards where companies and their prospects are discussed. Messages in these investor forums are typically posted by
unsophisticated investors who are sometimes poorly informed, and generally are carelessly stated or, in some cases, malicious or
manipulative and intended to benefit the message writer’s own stock positions. Accordingly, no employee, officer or director of
Amedisys may discuss the Company or Company-related information in such investor forums, regardless of the situation. In
addition, disclosures of material nonpublic information through this forum may amount to a “tip” or leak of such information, in
violation of this Policy and applicable law. Despite any inaccuracies that may exist in these investor forums, postings in these
forums can result in the disclosure of information that may be harmful to the Company. Employees are also encouraged to consult
the Company’s Social Media Policy for more information regarding the responsible use of social media.
    Authorization to Disclose Material, Nonpublic Information. We authorize only certain employees to make public disclosures of
material, nonpublic information or to confer with persons outside the Company regarding such information (for example, our
auditors, outside counsel and other advisors). Unless you are authorized to do so by the Chief Executive Officer,
06715750.2    Part One - 6

the Chief Operating Officer or the Chief Financial Officer, you should refrain from discussing material, nonpublic information with
anyone not in the Company. You should be especially careful not to discuss Company information with friends or family members,
including your Related Persons, as defined in Part One, Section A. Even in discussions with others subject to this Policy, you should
consider the consequences of disclosing material, nonpublic information to them. By doing so, you would preclude those persons
from trading in Amedisys’ securities until the information is publicly disclosed. Accordingly, you should restrict the communication
of material, nonpublic information to those employees, officers, and directors having a “need to know” in order to serve Amedisys’
interests.
    Authorization to Speak with Securities Market Professionals, Stockholders and the Media. Only the Company’s Executive
Officers, Chairman, Lead Independent Director and investor relations personnel may communicate with securities market
professionals, stockholders and members of the media. The Senior Vice President of Marketing may also speak to members of the
media. Employees, officers and directors should refer any such inquiries to the appropriate Company personnel as indicated above.
    Non-Disclosure Agreements. Employees, officers and directors involved in transactions or other negotiations that require
disclosure of material, nonpublic information with parties outside Amedisys should generally have those to whom such information
is being disclosed sign a non-disclosure agreement. The non-disclosure agreement will require that the recipient of information not
disclose the information to others and require them not to trade in Amedisys securities while in possession of such information.
You should confer with the General Counsel/Chief Legal Officer whenever a non-disclosure agreement may be needed.
C.    10b5-1 Trading Plans
General. The SEC has enacted rules (Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”)) that
provide an affirmative defense against violations of the insider trading laws if you enter into a contract, provide instructions, or
adopt a written plan for a transaction in securities when you are not in possession of material, nonpublic information, even if it
turns out that you had such information when the transaction is actually completed. The contract, instructions, or plan must:
    specify the amount, price and date of the transaction,
    specify an objective method for determining the amount, price and date of the transaction, or
    place the discretion for determining amount, price, and date of the transaction in another person who is not, at the time
of the transaction, in possession of material, nonpublic information.
You may not exercise discretion or influence over the amount, price, and date of the transaction after entering into the
arrangement. In this Policy, we refer to these arrangements
06715750.2    Part One - 7

as “Trading Plans.” The rules regarding Trading Plans are extremely complex and must be complied with completely to be effective.
You should consult with your own legal advisor before proceeding with entering into any Trading Plan.
    Any restrictions under this Policy that apply to you when purchasing or selling Amedisys securities also apply to you when
establishing a Trading Plan. Therefore, you may not establish a Trading Plan when you are in possession of material, nonpublic
information about Amedisys and, to the extent trading windows and special blackout periods apply to you, those restrictions must
be complied with in connection with establishing a Trading Plan. All employees, officers and directors are required to receive pre-
clearance from the General Counsel/Chief Legal Officer or the Secretary before entering into, modifying or terminating any Trading
Plan and must comply with the Company’s policy regarding Trading Plans, which is attached to this Policy as Exhibit B.
Once a Trading Plan has been pre-cleared by the General Counsel/Chief Legal Officer or the Secretary, transactions executed
pursuant to that Trading Plan do not require approval. However, as noted in Section D of Part Two, if you are a member of the
Directors and Executive Officers Group, you must immediately report all transactions executed under a Trading Plan to the Secretary
so that a Form 4 may be filed on your behalf.
    In establishing any Trading Plan, you should carefully consider the timing of your transactions under the Trading Plan. Even
though transactions executed in accordance with a Trading Plan are exempt from the insider trading rules, the trades may
nonetheless occur at times shortly before Amedisys announces material news, and the media may not understand the nuances of
trading pursuant to a Trading Plan.
    The General Counsel/Chief Legal Officer will maintain a copy of all Trading Plans.
D.    Sanctions for Violations of this Policy
    The SEC, the stock exchanges and plaintiffs’ lawyers are focused on uncovering insider trading and use sophisticated technologies
to investigate suspicious activity.
    A breach of the insider trading laws by you could expose you to criminal fines up to three times the profits earned or loss avoided
and imprisonment of up to ten years, in addition to civil penalties (up to three times the profits earned), and injunctive actions. In
addition, punitive damages may be imposed under applicable state laws. Securities laws also subject controlling persons to civil
penalties for illegal insider trading by employees. Controlling persons include directors, officers and supervisors. These persons may
be subject to fines up to the greater of $1,000,000 or three times the profit realized or loss avoided by the insider. Accordingly, it is
incumbent on all Amedisys employees, officers and directors to comply with the laws and for all Company supervisors to ensure
that employees under their supervision also comply.
06715750.2    Part One - 8

    Inside information does not belong to any of Amedisys’ individual employees, officers or directors. This information is an asset of
the Company. For any person to use such information for personal benefit or to disclose it to others outside the Company violates
the Amedisys Code of Ethical Business Conduct, this Policy and state and Federal securities laws. More particularly, insider trading is
a fraud against members of the investing public and against the Company. Whether or not there is any actual trading of our
securities or any action taken by enforcement authorities, any violation of this Policy will be grounds for discipline, up to
termination of employment for cause.
E.    Administration of this Policy
    Administration. The day-to-day monitoring, administration and enforcement of this Policy will be carried out by the General
Counsel/Chief Legal Officer. If you have any questions concerning the interpretation of this Policy, you should direct your questions
to the General Counsel/Chief Legal Officer or the Secretary.
    Reporting Violations. If you become aware of any violation of this Policy, you should report it immediately to the General
Counsel/Chief Legal Officer or the Secretary.
Amendment of the Policy. Amedisys reserves the right to amend this Policy from time to time. If we do so, we will
communicate to you through normal communications channels the substance of any such changes. All such amendments must be
approved by the General Counsel/Chief Legal Officer and the Board of Directors.
    Please bear in mind that the ultimate responsibility for complying with this Policy and applicable laws and regulations rests
with you. You should use your best judgment and consult with the General Counsel/Chief Legal Officer and your personal legal
and financial advisors, as needed.
06715750.2    Part One - 9

PART TWO
APPLICABLE TO SPECIFIED GROUP MEMBERS
(Restricted Personnel Group, Pre-Clearance Group and/or Directors and Executive Officers)
    This Part Two applies to employees assigned to the “Restricted Personnel Group,” the “Pre-Clearance Group” and the “Directors
and Executive Officers Group.” The following summarizes the approach to be utilized by the General Counsel/Chief Legal Officer in
assigning personnel to the various groups:
Restricted Personnel Group – Employees with occasional access to material, nonpublic information are in the “Restricted
Personnel Group.” In addition to the prohibitions described in Part One of this Policy, members of the Restricted Personnel Group
may only purchase or sell Company securities during designated trading windows. The trading windows are described in Section A
of this Part Two.
    Pre-Clearance Group – Officers and other employees with regular access to material, nonpublic information are in the “Pre-
Clearance Group.” In addition to the general prohibitions in Part One of this Policy, members of the Pre-Clearance Group may only
purchase or sell Amedisys securities during the trading windows described in Section A of this Part Two and are required to pre-
clear most transactions with the General Counsel/Chief Legal Officer or the Secretary, as described in Section B of this Part Two.
    Directors and Executive Officers Group – Members of our Company’s Board of Directors and our “officers” as defined under Rule
16(a)(f) of the Exchange Act are in the “Directors and Executive Officers Group,” whose members are subject to the same
restrictions as apply to the Pre-Clearance Group. In addition, members of the Directors and Executive Officers Group are subject to
certain other trading restrictions and reporting requirements imposed on them by the federal securities laws and the rules and
regulations of the SEC. Additional notification requirements applicable to the Directors and Executive Officers Group are described
in Section D of this Part Two.
A.    Trading Windows – Applicable to Persons in the Restricted Personnel Group, the Pre-Clearance Group and the Directors and
Executive Officers Group
    Standard Trading Windows. Members of the Restricted Personnel Group, the Pre-Clearance Group and the Directors and
Executive Officers Group may only purchase or sell Amedisys’ securities:
    during the trading windows announced by the General Counsel/Chief Legal Officer or the Secretary, as described below,
and
    when the individual is not in possession of material, nonpublic information.
    Outside of the trading windows, members of the Restricted Personnel Group, the Pre-Clearance Group and the Directors and
Executive Officers Group may not purchase or sell Amedisys securities, even if they are not personally aware of any material,
nonpublic information. However, members of the Restricted Personnel Group, the Pre-Clearance Group
06715750.2    Part Two - 1

and the Directors and Executive Officers Group may engage in Permitted Transactions (described in Exhibit A hereto) outside of the
trading windows.
    The General Counsel/Chief Legal Officer will consult with the Chief Financial Officer concerning the appropriateness of opening
the trading window following each quarterly earnings release and whether, and when, each trading window will open and close.
Shortly before or promptly following each quarterly release of earnings, the General Counsel/Chief Legal Officer or the Secretary
will notify all members of the Restricted Personnel Group, the Pre-Clearance Group and the Directors and Executive Officers Group
concerning whether the trading window will open and, if so, when and for how long. It is expected that the trading window
generally will open two (2) full trading days after the release of our quarterly/year-end earnings and would close at the close of the
trading day on the date that is fifteen (15) days before the end of each fiscal quarter. However, you should not expect that the
window will open on any particular date or remain open for any minimum period of time. Significant corporate developments
may require changes to the schedule.
    Do not confuse the applicability of the trading windows with the broader prohibition on trading when you are in possession of
material, nonpublic information described in Part One, Section A of this Policy. Regardless of whether the trading window is
open or closed, you may not trade in Amedisys securities if you are in actual possession of material, nonpublic information
about Amedisys.
Exemptions. An individual subject to the trading windows described above may request the General Counsel/Chief Legal
Officer to grant him or her a hardship exemption from those restrictions if he or she is not otherwise prohibited from trading under
Part One, Section A of this Policy. However, we anticipate that exemptions will be given rarely and only in circumstances of
considerable hardship. Hardship exemptions will be granted only if the requester certifies in writing (which may be by e-mail) to the
General Counsel/Chief Legal Officer that he or she is not aware of any material, nonpublic information concerning the Company.
B.    Pre-Clearance of Transactions – Applicable to Persons in the Pre-Clearance Group and the Directors and Executive Officers
Group
    General. Before purchasing or selling Amedisys securities (other than Permitted Transactions, as described in Exhibit A hereto),
members of the Pre-Clearance Group and the Directors and Executive Officers Group must obtain clearance of the transaction from
the General Counsel/Chief Legal Officer or the Secretary via e-mail. Requests for clearance will be granted only if the requester
certifies in writing (which may be by e-mail) to the General Counsel/Chief Legal Officer or Secretary that he or she is not aware of
any material, nonpublic information concerning the Company. This clearance must be obtained before you place the order for, or
otherwise initiate, any transaction in Amedisys securities. Any pre-clearance that you obtain will be valid for a transaction executed
within two (2) business days, unless either the pre-clearance is granted for a shorter period or you learn of material, nonpublic
information
06715750.2    Part Two - 2

during that time. Whether or not your request for pre-clearance is granted, you must not inform anyone else of the results of your
request.
    Do not confuse pre-clearance of transactions with the broader prohibition on trading when you are in possession of material,
nonpublic information described in Part One, Section A of this Policy. Regardless of whether you have received pre-clearance for
a transaction or whether a trading window is open or closed, you may not trade in Amedisys securities if you are in actual
possession of material, nonpublic information about Amedisys.
C.    Permitted Transactions
The insider trading restrictions described in Part One of this Policy and the open trading window and pre-clearance trading
requirements described in Part Two of this Policy do not apply to those transactions described on Exhibit A hereto. Please
familiarize yourself with this list of transactions.
D.    Section 16 Compliance – Applicable to Persons in the Directors and Executive Officers Group
    In order to (i) satisfy their reporting requirements under Section 16(a) of the Exchange Act and (ii) ensure that they are remaining
compliant with the six (6)-month “short-swing profits” prohibitions under Section 16(b) of the Exchange Act , all persons in the
Directors and Executive Officers Group must (i) pre-clear all transactions (unless a Permitted Transaction) with the General
Counsel/Chief Legal Officer or the Secretary via e-mail, as described in Section B of this Part Two, (ii) immediately inform the
Secretary of any Permitted Transaction executed at their direction (such as a cash exercise of Amedisys stock options) and (iii)
immediately inform the Secretary via e-mail of any transaction executed under a 10b5-1 Trading Plan (described in more detail
below). It should be noted that many types of Permitted Transactions are required to be disclosed on a Form 4 within two (2)
business days of execution. In addition, all transactions executed under a 10b5-1 Trading Plan must also be disclosed on a Form 4
within the two (2) business day deadline. Remember: Section 16 and the rules promulgated thereunder are very complicated, and
it is often not intuitive what is a “purchase” and what is a “sale” within the same six (6)-month time period for purposes of
running afoul of the short-swing profits prohibitions. Therefore, it is always best for persons in the Directors and Executive
Officers Group to contact the General Counsel/Chief Legal Officer or the Secretary prior to executing any transaction in Amedisys
securities, so as to avoid personal liability under Section 16.
06715750.2    Part Two - 3

EXHIBIT A
PERMITTED TRANSACTIONS
“Permitted Transactions” means each of the following:
    Acceptance or receipt of a stock option, acceptance or receipt of shares of restricted/nonvested stock or similar grants of
securities under one of Amedisys’ employee benefit or stock plans (including elections to acquire stock options in lieu of other
compensation) or the cancellation or forfeiture of options or restricted shares pursuant to Amedisys’ plans;
    Election to participate in, cease participation in or purchase securities under the Amedisys Employee Stock Purchase Plan (see
further discussion in Note 1, below);
    Making payroll contributions to an Amedisys 401(k) plan, deferred compensation plan or any similar plan, but not (i) intraplan
transfers involving Amedisys securities or (ii) a change in “investment direction” under such plan to increase or decrease your
percentage investment contribution allocated to Amedisys securities (see further discussion in Note 1, below);
    Earning or vesting of stock options or shares of restricted (nonvested) stock and any related deduction of shares that would
otherwise be received to satisfy tax withholding;
    Exercise of stock options issued under Amedisys’ stock plans in a cash exercise or a stock-for-stock exercise, payment of the
exercise price in shares of stock and any related deduction of shares that would otherwise be received to satisfy tax
withholding, but not (i) the sale of any stock acquired in the option exercise or (ii) the use of proceeds from the sale of any such
shares to exercise additional options (see further discussion in Note 2, below);
    Transferring shares to an entity that does not involve a change in the beneficial ownership of the shares, for example, to an inter
vivos trust of which you are the sole beneficiary during your lifetime (see further discussion in Note 3, below);
    Execution of a transaction pursuant to a contract, instruction, or plan described in Exchange Act Rule 10b5-1 (called a “10b5-1
Trading Plan”) (see further discussion in Section C of Part One of the Policy and Exhibit B to this Policy); and
    Any other transaction designated by the General Counsel/Chief Legal Officer or the Company’s Board of Directors (or Board
committee) with reference to this Policy, as a Permitted Transaction.
NOTES
1.    Employee Benefit Plan Transactions. Included in the definition of Permitted Transactions are most of the ongoing transactions
you might enter into under Amedisys’ equity-based benefit plans. For example, although your ongoing participation in a
plan may involve the regular purchase of Amedisys’ common stock, either directly pursuant to an investment election or
indirectly through an employer matching contribution,
06715750.2    Exhibit A-1

those purchases are Permitted Transactions. Please note, however, that the movement of balances in those plans into or out
of Amedisys securities or changes in your investment direction under those plans are not Permitted Transactions. This means
that you may not make such transfers or elections while you are in possession of material, nonpublic information and that
such transfers or elections must be made in compliance with any other restrictions under this Policy that apply to you (for
instance, such transfers or elections may only be made during an open trading window if you are in the Restricted Personnel
Group, the Pre-Clearance Group or the Directors and Executive Officers Group and with pre-clearance if you are in the Pre-
Clearance Group or the Directors and Executive Officers Group).
2.    Stock Option Transactions. Transactions in employee stock options are considered Permitted Transactions if there is no related
sale of shares to a person other than Amedisys. Please note, however, that a sale of stock following or in connection with an
option exercise is not a transaction with Amedisys and therefore, is not a Permitted Transaction. Thus, you may engage in a
cash exercise of an option as long as you retain the stock you buy in the exercise. You can also engage in stock-for-stock
exercises or elect to have shares deducted upon specified events to satisfy tax withholding without violating the Policy.
However, it would not be a Permitted Transaction for you to exercise a stock option, sell the resulting shares and then use
the proceeds from that sale to pay for the exercise of additional stock options in a same day sale. Although cash exercises of
Amedisys stock options are Permitted Transactions, members of the Directors and Executive Officers Group must
immediately disclose such transactions to the Secretary via e-mail so that a Form 4 may be filed on their behalf.
3.    Transactions in Which There is No Change in Beneficial Ownership. Certain transactions involve merely a change in the form in
which you own securities. For example, you may transfer shares of stock to a trust if you are the only beneficiary of the trust
during your lifetime. Likewise, changing the form of ownership to include a member of your immediate household as a joint
owner is a Permitted Transaction since members of your household are your Related Persons and are treated the same as
you for purposes of this Policy (such that the shares will remain subject to the terms of this Policy).
06715750.2    Exhibit A-2

EXHIBIT B
AMEDISYS POLICY ON 10B5-1 TRADING PLANS
All employees, officers and directors of Amedisys must comply with the following requirements in establishing, amending,
operating and terminating a Trading Plan.
1.
All Trading Plans must be in writing and structured so that the plan:
•
specifies the amount, price and date of the transaction;
•
includes a written formula, algorithm or computer program for determining the amount of securities to be sold
and the price at which and the date on which the securities are to be sold; or
•
precludes the associate from exercising any subsequent influence over how, when or whether to effect sales.
2.
No Trading Plan may be implemented or materially amended:
•
while the person is aware of material, non-public information; or
•
for persons in the Restricted Personnel Group, the Pre-Clearance Group and the Directors and Executive Officers
Group, during a period that is designated as a closed window period under the Company’s Insider Trading Policy.
3.
All persons entering into a Trading Plan must act in good faith with respect to the Trading Plan.
4.
Directors and Executive Officers must include a representation in the Trading Plan certifying that, at the time of the
adoption of a new or modified Trading Plan: (i) they are not aware of material nonpublic information about the
Company or its securities; and (ii) they are adopting the contract, instruction, or plan in good faith and not as part of
a plan or scheme to evade the prohibitions of Rule 10b-5.
5.
No transaction may be made under any Trading Plan:
•
with respect to Directors and Executive Officers, until at least the later of (i) 90 days following the adoption of
the Trading Plan and (ii) two business days following the disclosure of the Company’s financial results in a Form
10-Q or Form 10-K for the completed fiscal quarter in which the Trading Plan was adopted (but not to exceed
120 days following the adoption of the Trading Plan); or
•
with respect to persons who are not Directors and Executive Officers, within the first 30 days following the
adoption of the Trading Plan.
6.
Modifications to an existing Trading Plan relating to the amount, price, or timing of the purchase or sale (or the
written formula or algorithm or computer program that affects the amount, price or timing of the purchase or sale)
will be
06715750.2    Exhibit B-1

treated as a termination of the Trading Plan and the entry into a new Trading Plan and, accordingly, will require a
new cooling off period.
7.
Employees and directors may only have one Trading Plan in effect with respect to the open-market purchase or sale
of any Company securities held by such person, except employees and directors may simultaneously maintain two
Trading Plans if:
•
trading under the later-commencing Trading Plan is not authorized to begin until after all trades under the
earlier-commencing Trading Plan are completed or expire without execution. If the earlier Trading Plan is
terminated early, trading under the later Trading Plan cannot commence until the applicable cooling off period
has run from the termination date of the earlier Trading Plan; or
•
otherwise permitted by SEC rules.
8.
Trading Plans designed to cover a single trade are limited to one plan per 12-month period.
9.
All Trading Plans must have a duration of not less than six months nor more than two years, except as otherwise
approved by the General Counsel/Chief Legal Officer.
10.
Associates may not engage in transactions involving Company securities outside the Trading Plan while the Trading
Plan is in effect.
11.
All proposed Trading Plans and any proposed amendments or termination of current Trading Plans must be
submitted to the Company’s General Counsel/Chief Legal Officer for review at least five days prior to taking any such
action.
12.
All Trading Plans must comply with the applicable requirements of Rule 10b5-1 under the Exchange Act.
13.
This policy supplements and should be read in connection with the Amedisys, Inc. Amended and Restated Insider
Trading Compliance Policy.
06715750.2    Exhibit B-2

Exhibit 21.1
LIST OF SUBSIDIARIES
CORPORATIONS
COMPASSIONATE CARE HOSPICE GROUP, INC., a Florida corporation
COMPASSIONATE CARE HOSPICE OF CENTRAL FLORIDA, INC., a Florida corporation
COMPASSIONATE CARE HOSPICE OF LAKE AND SUMTER, INC., a Florida corporation
COMPASSIONATE CARE HOSPICE OF MIAMI DADE AND THE FLORIDA KEYS, INC., a Florida corporation
GUARDIAN HEALTH CARE, INC., a Texas corporation
GUARDIAN HEALTH CARE GROUP, INC., a Delaware corporation
GUARDIAN HEALTH CARE HOLDINGS, INC., a Delaware corporation
HEALTH PRIORITY HOME CARE, INC., a Texas corporation
HI-TECH CARE, INC., a Florida Corporation
HOMECARE PREFERRED CHOICE, INC., a Delaware corporation
HOSPICE OF EASTERN CAROLINA, INC., a North Carolina corporation
HOSPICE PREFERRED CHOICE, INC., a Delaware corporation
INFINITY HOME CARE ACQUISITION CORP., a Florida corporation
JLM HEALTHCARE, INC., a Texas corporation
OHERBST, INC., a Texas corporation
S. FISHER & S. THOMAS, INC., a Texas corporation
TKG, INC., an Oklahoma corporation
VELITA SMITH HOME HEALTHCARE, Inc., a Texas corporation
LIMITED LIABILITY COMPANIES
ACCUMED HEALTH SERVICES, L.L.C., a Texas limited liability company
ACCUMED HOME HEALTH OF GEORGIA, L.L.C.., a Georgia limited liability company
ADVENTA HOSPICE, L.L.C., a Florida limited liability company
AGAPE HEALTH CARE AGENCY, LLC, an Ohio limited liability company
ALBERT GALLATIN HOME CARE AND HOSPICE SERVICES, LLC, a Delaware limited liability company
AMEDISYS ALABAMA, L.L.C., an Alabama limited liability company
AMEDISYS ARIZONA, L.L.C., an Arizona limited liability company
AMEDISYS ARKANSAS, LLC, an Arkansas limited liability company
AMEDISYS BA, LLC, a Delaware limited liability company
AMEDISYS DELAWARE, L.L.C., a Delaware limited liability company
AMEDISYS FLORIDA, L.L.C., a Florida limited liability company
AMEDISYS GEORGIA, L.L.C., a Georgia limited liability company
AMEDISYS HEALTH CARE WEST, L.L.C., a Delaware limited liability company
AMEDISYS HOLDING, L.L.C., a Louisiana limited liability company
AMEDISYS HOME HEALTH OF ALABAMA, L.L.C. an Alabama limited liability company
AMEDISYS HOME HEALTH OF NEBRASKA, L.L.C., a Nebraska limited liability company
AMEDISYS HOME HEALTH OF SOUTH CAROLINA, L.L.C. a South Carolina limited liability company
AMEDISYS HOME HEALTH OF VIRGINIA, L.L.C. a Virginia limited liability company
AMEDISYS HOSPICE, L.L.C., a Louisiana limited liability company
AMEDISYS IDAHO, L.L.C., an Idaho limited liability company
AMEDISYS ILLINOIS, L.L.C., an Illinois limited liability company
AMEDISYS INDIANA, L.L.C., an Indiana limited liability company
AMEDISYS KANSAS, L.L.C., a Kansas limited liability company
AMEDISYS LA ACQUISITIONS, L.L.C., a Louisiana limited liability company
AMEDISYS LOUISIANA, L.L.C., a Louisiana limited liability company
AMEDISYS MAINE, P.L.L.C., a Maine professional limited liability company
AMEDISYS MARYLAND, L.L.C., a Maryland limited liability company
AMEDISYS MISSISSIPPI, L.L.C., a Mississippi limited liability company
AMEDISYS MISSOURI, L.L.C., a Missouri limited liability company
AMEDISYS NEBRASKA, L.L.C., a Nebraska limited liability company
AMEDISYS NEW HAMPSHIRE, L.L.C., a New Hampshire limited liability company
AMEDISYS NEW JERSEY, L.L.C., a New Jersey limited liability company
AMEDISYS NORTH CAROLINA, L.L.C., a North Carolina limited liability company
AMEDISYS NORTHWEST, L.L.C., a Georgia limited liability company
AMEDISYS OHIO, L.L.C., an Ohio limited liability company

AMEDISYS OKLAHOMA, L.L.C., an Oklahoma limited liability company
AMEDISYS OREGON, L.L.C., an Oregon limited liability company
AMEDISYS PENNSYLVANIA, L.L.C., a Pennsylvania limited liability company
AMEDISYS PERSONAL CARE, LLC, an Alabama limited liability company
AMEDISYS RHODE ISLAND, L.L.C., a Rhode Island limited liability company
AMEDISYS SC, L.L.C., a South Carolina limited liability company
AMEDISYS SP-IN, L.L.C., an Indiana limited liability company
AMEDISYS SP-KY, L.L.C., a Kentucky limited liability company
AMEDISYS SP-OH, L.L.C., an Ohio limited liability company
AMEDISYS SP-TN, L.L.C., a Tennessee limited liability company
AMEDISYS TENNESSEE, L.L.C., a Tennessee limited liability company
AMEDISYS TEXAS, L.L.C., a Texas limited liability company
AMEDISYS TLC ACQUISITION, L.L.C., a Louisiana limited liability company
AMEDISYS WASHINGTON, L.L.C., a Washington limited liability company
AMEDISYS WEST VIRGINIA, L.L.C., a West Virginia limited liability company
AMEDISYS WISCONSIN, L.L.C., a Wisconsin limited liability company
ANGEL WATCH HOME CARE, L.L.C., a Florida limited liability company
ASANA HOSPICE CLEVELAND, LLC, a Delaware limited liability company
ASANA PALLIATIVE CLEVELAND, LLC, a Delaware limited liability company
ASERACARE HOSPICE – DEMOPOLIS, LLC, a Delaware limited liability company
ASERACARE HOSPICE – HAMILTON, LLC, a Delaware limited liability company
ASERACARE HOSPICE – JACKSON, LLC, a Delaware limited liability company
ASERACARE HOSPICE – MONROEVILLE, LLC, a Delaware limited liability company
ASERACARE HOSPICE – NEW HORIZONS, LLC, a Delaware limited liability company
ASERACARE HOSPICE – RUSSELLVILLE, LLC, a Delaware limited liability company
ASERACARE HOSPICE – SENTOBIA, LLC, a Delaware limited liability company
ASERACARE HOSPICE – TENNESSEE, LLC, a Delaware limited liability company
AVENIR VENTURES, L.L.C., a Louisiana limited liability company
BEACON HOSPICE, L.L.C., a Delaware limited liability company
CARE CONNECTION OF CINCINNATI, LLC, an Ohio limited liability company
COMPASSIONATE CARE HOSPICE, L.L.C., a Pennsylvania limited liability company
COMPASSIONATE CARE HOSPICE OF BRYAN TEXAS, LLC, a Texas limited liability company
COMPASSIONATE CARE HOSPICE OF CENTRAL GEORGIA, LLC, a Georgia limited liability company
COMPASSIONATE CARE HOSPICE OF CENTRAL LOUISIANA, LLC, a Louisiana limited liability company
COMPASSIONATE CARE HOSPICE OF CENTRAL TEXAS, LLC, a Texas limited liability company
COMPASSIONATE CARE HOSPICE OF CLIFTON, LLC, a New Jersey limited liability company
COMPASSIONATE CARE HOSPICE OF DELAWARE, LLC, a Delaware limited liability company
COMPASSIONATE CARE HOSPICE OF GWYNEDD, L.L.C., a Pennsylvania limited liability company
COMPASSIONATE CARE HOSPICE OF HOUSTON, LLC, a Texas limited liability company
COMPASSIONATE CARE HOSPICE OF ILLINOIS, LLC, an Illinois limited liability company
COMPASSIONATE CARE HOSPICE OF KANSAS CITY, LLC, a Kansas limited liability company
COMPASSIONATE CARE HOSPICE OF MARLTON, LLC, a New Jersey limited liability company
COMPASSIONATE CARE HOSPICE OF MASSACHUSETTS, LLC, a Massachusetts limited liability company
COMPASSIONATE CARE HOSPICE OF MICHIGAN, LLC, a Michigan limited liability company
COMPASSIONATE CARE HOSPICE OF MINNESOTA, LLC, a Minnesota limited liability company
COMPASSIONATE CARE HOSPICE OF NEW HAMPSHIRE, LLC, a New Hampshire limited liability company
COMPASSIONATE CARE HOSPICE OF NORTH TEXAS, LLC, a Texas limited liability company
COMPASSIONATE CARE HOSPICE OF NORTHERN GEORGIA, LLC, a Georgia limited liability company
COMPASSIONATE CARE HOSPICE OF NORTHERN NEW JERSEY, LLC, a New Jersey limited liability company
COMPASSIONATE CARE HOSPICE OF NORTHWESTERN PENNSYLVANIA, LLC, a Pennsylvania limited liability company
COMPASSIONATE CARE HOSPICE OF OHIO, LLC, an Ohio limited liability company
COMPASSIONATE CARE HOSPICE OF PITTSBURG, LLC, a Pennsylvania limited liability company
COMPASSIONATE CARE HOSPICE OF SAVANNAH, LLC, a Georgia limited liability company
COMPASSIONATE CARE HOSPICE OF SOUTH CAROLINA, LLC, a South Carolina limited liability company
COMPASSIONATE CARE HOSPICE OF SOUTHEASTERN MASSACHUSETTS, LLC, a Massachusetts limited liability company
COMPASSIONATE CARE HOSPICE OF SOUTHEASTERN TEXAS, LLC, a Texas limited liability company
COMPASSIONATE CARE HOSPICE OF SOUTHERN MISSISSIPPI, LLC, a Mississippi limited liability company COMPASSIONATE CARE HOSPICE
OF THE CHESAPEAKE BAY, LLC, a Virginia limited liability company
COMPASSIONATE CARE HOSPICE OF THE DELMAR PENINSULA, LLC, a Delaware limited liability company

COMPASSIONATE CARE HOSPICE OF THE MIDWEST, LLC, a South Dakota limited liability company
COMPASSIONATE CARE HOSPICE OF WISCONSIN, LLC, a Wisconsin limited liability company
COMPREHENSIVE HOME HEALTHCARE SERVICES, L.L.C., a Tennessee limited liability company
EMERALD CARE, L.L.C., a North Carolina limited liability company
EVOLUTION HEALTH, L.L.C., a Delaware limited liability company
FAMILY HOME HEALTH CARE, L.L.C., a Kentucky limited liability company
GEM CITY HOME CARE, LLC, an Ohio limited liability company
GUARDIAN OHIO NEWCO, LLC, an Ohio limited liability company
HHC, L.L.C., a Tennessee limited liability company
HOME HEALTH OF ALEXANDRIA, L.L.C., a Louisiana limited liability company
HOME HEALTH PARTNERSHIP OPERATING COMPANY, L.L.C., a Texas limited liability company (100% owned by UMC Home Health and Hospice, an
Amedisys Partner, L.L.C. JV)
HORIZONS HOSPICE CARE, L.L.C., an Alabama limited liability company
HOSPICE HOLDINGS DFW, LLC, a Texas limited liability company
HOSPICE HOLDINGS HARRISBURG, LLC, a Pennsylvania Limited Liability company
HOSPICE PARTNERSHIP OPERATING COMPANY, L.L.C., a Texas limited liability company (100% owned by UMC Home Health and Hospice, an
Amedisys Partner, L.L.C. JV)
HOUSECALL HOME HEALTH, L.L.C., a Tennessee limited liability company
INFINITY HOME CARE, L.L.C., a Florida limited liability company
INFINITY HOME CARE OF JACKSONVILLE, LLC, a Florida limited liability company
INFINITY HOME CARE OF LAKELAND, LLC, a Florida limited liability company
INFINITY HOME CARE OF OCALA, LLC, a Florida limited liability company
INFINITY HOME CARE OF PORT CHARLOTTE, LLC, a Florida limited liability company
INFINITY HOMECARE OF DISTRICT 9, LLC, a Florida limited liability company
MISSOURI HOSPICE HOLDINGS, LLC, a Missouri limited liability company
MORGANTOWN HOSPICE, LLC, a Delaware limited liability company
NINE PALMS 1, L.L.C., a Virginia limited liability company
NINE PALMS 2, LLC, a Mississippi limited liability company
OHIO HOSPICE HOLDINGS, LLC, a Delaware limited liability company
PATHWAYS TO COMPASSION, LLC, a Nebraska limited liability company
PATHWAYS TO COMPASSION, LLC, a New Jersey limited liability company
PENNSYLVANIA HOSPICE HOLDINGS, LLC, a Pennsylvania limited liability company
TAYLOR HOSPICE HOLDINGS, LLC, a Pennsylvania limited liability company
TENDER LOVING CARE HEALTH CARE SERVICES INTERNATIONAL, LLC, a Delaware limited liability company
TENDER LOVING CARE HEALTH CARE SERVICES OF ERIE NIAGARA, LLC, a New York limited liability company
TENDER LOVING CARE HEALTH CARE SERVICES OF GEORGIA, LLC, a Delaware limited liability company
TENDER LOVING CARE HEALTH CARE SERVICES OF NASSAU SUFFOLK, LLC, a New York limited liability company
TENDER LOVING CARE HEALTH CARE SERVICES OF NEW ENGLAND, LLC, a Delaware limited liability company
TENDER LOVING CARE HEALTH CARE SERVICES OF WEST VIRGINIA, LLC, a Delaware limited liability company
TENDER LOVING CARE HEALTH CARE SERVICES SOUTHEAST, LLC, a Delaware limited liability company
TENDER LOVING CARE HEALTH CARE SERVICES WESTERN, LLC, a Delaware limited liability company
TEXAS HOSPICE HOLDINGS, LLC, a Delaware limited liability company
TLC HOLDINGS I, L.L.C., a Delaware limited liability company
TLC HEALTH CARE SERVICES, L.L.C., a Delaware limited liability company
TUCSON HOME HEALTH, LLC, a Delaware limited liability company
WT HOSPICE HOLDINGS, LLC, a Pennsylvania limited liability company
JOINT VENTURES
AMEDISYS HOME HEALTH, A LAWRENCE MEDICAL CENTER PARTNER, L.L.C, a Delaware limited liability company (66.67% ownership)
BEAUFORT HOME HEALTH PARTNERS, L.L.C., a Delaware limited liability company (70% ownership)
GEORGETOWN HOSPITAL HOME HEALTH, LLC, a Delaware limited liability company (70% ownership)
MARIETTA HOME HEALTH AND HOSPICE, L.L.C., an Ohio limited liability company (50% ownership)
TRI-CITIES HOME HEALTH, LLC, a Delaware limited liability company (50% ownership)
WENTWORTH HOME CARE AND HOSPICE, LLC, a New Hampshire limited liability company (50% ownership)
UMC HOME HEALH AND HOSPICE, AN AMEDISYS PARTNER, L.L.C., a Texas limited liability company (50% ownership)

CONTESSA COMPANIES
CONTESSA HEALTH, INC., a Delaware corporation
CONTESSA HEALTH HOLDING COMPANY, LLC, a Delaware limited liability company
CONTESSA HEALTH MANAGEMENT COMPANY, LLC, a Delaware limited liability company
CONTESSA HEALTH OF FLORIDA, LLC, a Delaware limited liability company
CONTESSA HEALTH OF TENNESSEE, LLC, a Tennessee limited liability company
CONTRADO CLAIM, LLC, a Delaware limited liability company
DIGNITY HOME RECOVERY CARE, LLC, a Delaware limited liability company (49.9% ownership)
GUNDERSON HOSPITAL AT HOME, LLC, a Delaware limited liability company (51% ownership)
HENRY FORD HOME RECOVERY CARE, LLC, a Delaware limited liability company (51% ownership)
HOME RECOVERY CARE, LLC, a Delaware limited liability company (51% ownership)
MEMORIAL HERMAN HOME-BASED SERVICES, L.L.C., a Delaware corporation (51.1% ownership)
OGL HOLDINGS, LLC, a New York limited liability company
ONE GUSTAVE L. LEVY PLACE, LLC, a Delaware limited liability company (51% ownership)
ONE GUSTAVE L. LEVY PLACE INDEPENDENT PRACTICE ASSOCIATION, LLC, a New York limited liability company
PENN STATE HEALTH HOME RECOVERY CARE, LLC, a Delaware limited liability company (51% ownership)
PERSONALIZED RECOVERY CARE, LLC, a Delaware limited liability company (51% ownership)
PRISMA HEALTH HOME RECOVERY, LLC, a Delaware limited liability company (51% ownership)
SAINT THOMAS HOME RECOVERY CARE, LLC, a Tennessee limited liability company (49% ownership)
UAMS HEALTH COMPREHENSIVE CARE AT HOME, L.L.C., an Arkansas limited liability company

Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (No. 333-138255) on Form S‑3 and (Nos. 333‑60525, 333‑51704, 333‑53786,
333‑143967, 333‑152359, 333‑182347, 333‑205267, and 333-225461) on Form S‑8 of our reports dated February 27, 2025, with respect to the consolidated
financial statements of Amedisys, Inc. and the effectiveness of internal control over financial reporting.
/s/ KPMG LLP
Baton Rouge, Louisiana
February 27, 2025

Exhibit 31.1
CERTIFICATION
I, Richard Ashworth, certify that:
1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2024, of Amedisys, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: February 27, 2025
/S/ Richard Ashworth
Richard Ashworth
Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2
CERTIFICATION
I, Scott G. Ginn, certify that:
1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2024, of Amedisys, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: February 27, 2025
/S/ Scott G. Ginn
Scott G. Ginn
Chief Operating Officer, Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)

Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Amedisys, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2024 (the “Report”), I, Richard
Ashworth, Chief Executive Officer of the Company, hereby certify to my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as
of and for the periods presented in the Report.
Date: February 27, 2025
/S/ Richard Ashworth
Richard Ashworth
Chief Executive Officer
(Principal Executive Officer)

Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Amedisys, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2024 (the “Report”), I, Scott G.
Ginn, Chief Operating Officer, Executive Vice President and Chief Financial Officer of the Company, hereby certify to my knowledge, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as
of and for the periods presented in the Report.
Date: February 27, 2025
/S/ Scott G. Ginn
Scott G. Ginn
Chief Operating Officer, Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)