Amedisys Inc. (AMED) 2023年年度報告「NASDAQ」.pdf

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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended:December 31,2023OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 193

2、4For the transition period from to Commission File Number:0-24260AMEDISYS,INC.(Exact Name of Registrant as Specified in its Charter)Delaware11-3131700(State or other jurisdiction ofincorporation or organization)(I.R.S.EmployerIdentification No.)3854 American Way,Suite A,Baton Rouge,LA 70816(Address

3、of principal executive offices,including zip code)(225)292-2031 or(800)467-2662(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of Each ClassTrading SymbolName of Each Exchange on Which RegisteredCommon Stock,par value$0.001 per shareA

4、MEDThe NASDAQ Global Select MarketSecurities registered pursuant to Section 12(g)of the Act:NoneIndicate 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 pursua

5、nt 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 duringthe preceding 12 months(or for such shorter period that the registrant was required to file such re

6、ports),and(2)has been subject to such filing requirements forthe 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 ofRegulation S-T(232.405 of this chapter)during the preceding 12 m

7、onths(or for such shorter period that the registrant was required to submit suchfiles).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 anemerging growth company.See the definitions of“large

8、accelerated filer,”“accelerated filer,”“smaller reporting company,”and emerging growth companyin Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the reg

9、istrant has elected not to use the extended transition period for complying with any new orrevised 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 managements assessment of

10、 the effectiveness of its internal controlover 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 issuedits audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark wh

11、ether the financial statements of the registrant included in the filingreflect 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 receive

12、d byany of the registrants 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-aff

13、iliates of the registrant,based on the last sale price as quoted by theNASDAQ Global Select Market on June 30,2023(the last business day of the registrants most recently completed second fiscal quarter)was$2.6 billion.Forpurposes of this determination,shares beneficially owned by executive officers,

14、directors and ten percent stockholders have been excluded,which does notconstitute a determination that such persons are affiliates.As of February 16,2024,the registrant had 32,667,631 shares of Common Stock outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrants definitive Proxy

15、Statement for its 2024 Annual Meeting of Stockholders(the“2024 Proxy Statement”)are incorporated by referenceinto 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 notprepare and file such 2024 Proxy Stateme

16、nt,will be provided instead by an amendment to this report containing the applicable disclosures within 120 daysafter 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,anysuch Proxy Statement is not

17、deemed to be filed or incorporated by reference as part of this report.TABLE OF CONTENTSSPECIAL CAUTION CONCERNING FORWARD-LOOKING STATEMENTS1PART I.ITEM 1.BUSINESS2ITEM 1A.RISK FACTORS16ITEM 1B.UNRESOLVED STAFF COMMENTS35ITEM 1C.CYBERSECURITY35ITEM 2.PROPERTIES36ITEM 3.LEGAL PROCEEDINGS37ITEM 4.MIN

18、E SAFETY DISCLOSURES37PART II.ITEM 5.MARKET FOR REGISTRANTS COMMON EQUITY,RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIES38ITEM 6.RESERVED39ITEM 7.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS40ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSUR

19、ES ABOUT MARKET RISK60ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA61ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE104ITEM 9A.CONTROLS AND PROCEDURES104ITEM 9B.OTHER INFORMATION107ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPEC

20、TIONS107PART III.ITEM 10.DIRECTORS,EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE107ITEM 11.EXECUTIVE COMPENSATION107ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS107ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,AND DIRECTOR INDEPENDENCE10

21、7ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES107PART IV.ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES108ITEM 16.FORM 10-K SUMMARY108EXHIBIT INDEX109SIGNATURES115SPECIAL CAUTION CONCERNING FORWARD-LOOKING STATEMENTSWhen included in this Annual Report on Form 10-K,or in other documents that we

22、file with the Securities and Exchange Commission(“SEC”)or in statementsmade 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

23、forward-looking statements as defined by the Private SecuritiesLitigation Reform Act of 1995.These forward-looking statements involve a variety of risks and uncertainties that could cause actual results to differ materiallyfrom those described therein.These risks and uncertainties include,but are no

24、t limited to the following:disruption from the proposed merger withUnitedHealth Group with patient,payor,provider,referral source,supplier or management and employee relationships;the occurrence of any event,change orother circumstances that could give rise to the termination of the merger agreement

25、 with UnitedHealth Group or the inability to complete the proposedtransaction on the anticipated terms and timetable;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 anticipate

26、d;the failure of the conditions to the proposed merger to be satisfied;the costsrelated to the proposed transaction;the diversion of management time on merger-related issues;the risk that termination fees may be payable by the Companyin the event that the merger agreement is terminated under certain

27、 circumstances;reputational risk related to the proposed merger;the risk of litigation orregulatory action related to the proposed merger;changes in Medicare and other medical payment levels;changes in payments and covered services by federaland state governments;future cost containment initiatives

28、undertaken by third-party payors;changes in the episodic versus non-episodic mix of our payors,thecase mix of our patients and payment methodologies;staffing shortages driven by the competitive labor market;our ability to attract and retain qualifiedpersonnel;competition in the healthcare industry;o

29、ur ability to maintain or establish new patient referral sources;changes in or our failure to comply withexisting federal and state laws or regulations or the inability to comply with new government regulations on a timely basis;changes in estimates and judgmentsassociated with critical accounting p

30、olicies;our ability to consistently provide high-quality care;our ability to keep our patients and employees safe;ouraccess 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

31、 or acts of terrorism,widespread protests or civil unrest;our ability to open care centers,acquire additional care centers andintegrate and operate these care centers effectively;our ability to realize the anticipated benefits of acquisitions,investments and joint ventures;our ability tointegrate,ma

32、nage and keep our information systems secure;the impact of inflation;and changes in laws or developments with respect to any litigation relatingto the Company,including various other matters,many of which are beyond our control,and such other factors as discussed throughout Part I,Item 1A.RiskFactor

33、s 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 onany forward-looking statement as a prediction of future events.We expressly disclaim any obligation or under

34、taking,and we do not intend to release publiclyany updates or changes in our expectations concerning the forward-looking statements or any changes in events,conditions or circumstances upon which anyforward-looking statement may be based,except as may be required by law.For a discussion of some of t

35、he factors discussed above as well as additionalfactors,see Part I,Item 1A,“Risk Factors”and Part II,Item 7,“Critical Accounting Estimates”within“Managements Discussion and Analysis of FinancialCondition and Results of Operations.”Unless otherwise provided,“Amedisys,”“we,”“us,”“our,”and“the Company”

36、refer to Amedisys,Inc.and our consolidated subsidiaries,and when we referto 2023,2022 and 2021,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 31,2023 as filed with the SEC,including all exhibits,i

37、s available on our internetwebsite at http:/ on the“Investors”page under the“SEC Filings”link.1PART IITEM 1.BUSINESSOverviewAmedisys,Inc.is a leading healthcare services company committed to helping our patients age in place by providing clinically excellent care and support in thehome.Our operation

38、s involve serving patients across the United States through our three operating divisions:home health,hospice and high acuity care.Wedivested our personal care business on March 31,2023.We deliver clinically distinct care that best suits our patients needs,whether that is home-basedrecovery and reha

39、bilitation after an operation or injury or care that empowers patients to manage a chronic disease through our home health division,hospicecare at the end of life or delivering the essential elements of inpatient hospital,palliative and skilled nursing facility(SNF)care to patients in their homesthr

40、ough our high acuity care division.We are among the largest providers of home health and hospice care in the United States,with approximately 19,000 employees in 521 care centers in 37 stateswithin the United States and the District of Columbia.Our employees deliver the highest quality care performi

41、ng more than 10.6 million visits for more than469,000 patients annually.Over 3,000 hospitals and 110,000 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 approxim

42、ately 73%to 75%of our netservice revenue over the last three years.We also remain focused on maintaining a profitable and strategically important managed care contract portfolio.Wecontinuously work with our payors to structure innovative contracts which reward us for providing quality care to our pa

43、tients.Amedisys is headquartered in Baton Rouge,Louisiana,with an executive office in Nashville,Tennessee.Our common stock is currently traded on theNASDAQ Global Select Market under the trading symbol“AMED.”Founded and incorporated in Louisiana in 1982,Amedisys was reincorporated as aDelaware corpo

44、ration 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 ofchoice and delivering operational excellence and efficiency,which when combin

45、ed,drive growth.Our mission is to provide best-in-class home health,hospiceand 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

46、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 preventavoidable hospital readmissions.Ou

47、r home health footprint includes 346 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 forwounds,monitor vital s

48、igns and provide a wide range of other nursing services;rehabilitation therapists who specialize in physical,speech and occupationaltherapy;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 f

49、amilies understand their medical conditions,how to manage them and how to maximize thequality of their lives while living with a chronic disease or other health condition.Our clinicians are trained to understand the whole patient not just theirmedical diagnosis.Our commitment to clinical distinction

50、 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 April 2024 preview,the Quality of Patient Care star average across all Amedisysproviders was 4.35 with 9

51、6%of our care centers rated at 4+stars and 36 care centers rated at 5 stars.Our Patient Satisfaction star average for the January 2024release was 3.61(April 2024 preview data is not available for this metric).Our goal is to have all care centers achieve a 4.0 Quality of Patient Care star rating,and

52、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.2Our 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 o

53、f care that promotes dignityand affirms quality of life for the patient,family members and other loved ones.Individuals with a terminal illness such as cancer,heart disease,pulmonarydisease or Alzheimers may be eligible for hospice care if they have a life expectancy of six months or less.Our hospic

54、e care teams include nurse practitionersand 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 establishingAmedisys as the pre

55、ferred and preeminent hospice provider in each community we serve.In order to realize these goals,we invest in tailored training anddevelopment for our employees which has led to our teams consistent achievement at or above the national average in family satisfaction results and qualityscores,as wel

56、l 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 ourhospice patient population to more accurately represent the causes of death in the communities we se

57、rve,with a specific focus on heart disease,lung diseaseand dementia in order to address the historical underrepresentation of non-cancer diagnoses.By working to accept every eligible patient who seeks end-of-lifecare,we fulfill our hospice mission and strengthen our standing in the community.Our Per

58、sonal 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 PartII,Item 8,Note 5 Mergers,Acquisitions and Dispositions for additional information.Our High Acuity Care Segment:The acquisitio

59、n of Contessa Health(Contessa)on August 1,2021 established our high acuity care segment.Our high acuity care segment has the capabilityto deliver the essential elements of inpatient hospital,SNF care and palliative care to patients in their homes.In connection with the acquisition of Contessa,weobta

60、ined interests in a professional corporation that employs clinicians and several joint ventures with health system partners.Additionally,the acquisitionprovided the Company with an advanced claims analytic platform,network management and additional capabilities to enter into risk-based arrangements

61、withmanaged 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 provideinpatient level care in patients homes as critical to relieving capacity constraints within their facilities,pro

62、viding care in a more cost-effective setting andkeeping patients engaged with their health system brand by providing a superior patient experience.The patients who utilize our home-based recovery servicestypically have one or more chronic conditions that have historically required frequent emergency

63、 department visits and inpatient hospital stays.Our patientsatisfaction scores for these home-based programs have consistently exceeded 85%,and we have successfully reduced hospital and skilled nursing readmissionrates compared to historical baselines for these episodes of care.We provide management

64、 services to the joint ventures which include the development and implementation of clinical protocols to ensure the safe and efficientdelivery of services in the home and high quality outcomes;an internally-developed technology platform that provides medical documentation,analytics andclaims proces

65、sing capabilities;provider network development services to ensure that all care resources are available to meet patient needs;and expertise indeveloping and negotiating contracts with third-party health insurance payors to provide reimbursement for services under risk-based arrangements.Ourexpertise

66、 and capabilities in these areas deliver value to both the health system and the health insurance payor and give us the opportunity for future expansionwithin the healthcare continuum for chronically ill patients,including palliative care services,especially as the U.S.population ages and consumer p

67、referencescontinue to shift to home-based care.Our joint venture partnership model with leading healthcare systems and our relationships with health plan insurersfacilitate our ability to take and manage additional risk for this patient population in value-based arrangements.Responding to the Changi

68、ng 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 servicesacross the at-home continuum positions us well for the future.Our ability to provide quality home h

69、ealth,hospice and high acuity care allows us to partner withhealth systems and managed care organizations to improve care coordination,reduce hospitalizations and lower costs.3Acquisitions:On January 20,2023,we acquired the regulatory assets of a home health provider in West Virginia.Financial Infor

70、mation:Financial information for our home health,hospice,personal care(divested on March 31,2023)and high acuity care segments can be found in our consolidatedfinancial statements included in this Annual Report on Form 10-K.Amedisys and UnitedHealth Group Incorporated MergerOn June 26,2023,Amedisys,

71、UnitedHealth Group Incorporated,a Delaware corporation(UnitedHealth Group),and Aurora Holdings Merger Sub Inc.,aDelaware corporation and a wholly owned subsidiary of UnitedHealth Group(Merger Sub),entered into an Agreement and Plan of Merger(the MergerAgreement),pursuant to which Merger Sub will mer

72、ge with and into Amedisys(the Merger)with Amedisys continuing as the surviving corporation andbecoming a wholly owned subsidiary of UnitedHealth Group.See Part II,Item 8,Note 5 Mergers,Acquisitions and Dispositions for additional information.Human CapitalOur employees are critical to our vision to l

73、ead the future of healthcare in the home.Taking care of our people is our top priority.Our success is directlycorrelated with our ability to continue to attract,develop and retain the most qualified and passionate caregivers.Our work is not just a job but a calling.Ourworkforce strategy emanates fro

74、m our core values of Service,Passion,Integrity,Respect,Innovation and Talent SPIRIT.We know that by taking great care ofour people,they can continue to provide industry leading patient care.As of February 16,2024,we employed approximately 19,000 people throughout the United States.We also utilize co

75、ntract employees in the normal course ofour business.Diversity and Inclusion: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 ofbelonging,support and empowerment to be their best selves personall

76、y and professionally.We have committed to giving our employees a voice and haveinstituted numerous formal listening programs including pulse surveys,focus groups and town halls to routinely gather feedback from our employees andaddress any concerns.Our commitment to diversity and inclusion is also b

77、roadly reflected across our policies and people practices.In 2023,creating a sense ofbelonging was a critical tactic as part of our People Strategy,and the metrics indicating how our people rated their sense of belonging were part of ourmanagement team scorecard.Additionally,we have four Employee Re

78、source Groups(ERGs)which foster connection and community within our workforce:(1)Global Black Community,(2)LGBTQIA+,(3)disAbilities and(4)Military/Veterans.We are also committed to having a diverse Board of Directors.Women currently comprise over half of the directors on our Board.Talent Acquisition

79、,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 andtherapists.We compete for talent by offering a great culture,an opportunity to provide the highest quality clinical care and

80、competitive market-basedcompensation.Our compensation plans are designed to deliver a competitive base pay as well as attractive incentive opportunities,primarily for leadershippositions,but also to reward quality care.We provide significant opportunities for development and continuing education as

81、we know that career developmentis a key component of attracting and retaining top talent.We continually monitor and assess employee metrics on hiring,retention and terminations to gain adeep understanding of our workforce and drive continuous improvement.The increased demand for clinicians has gener

82、ated continuing pressure on the labor markets.Across the healthcare industry,the nurse workforce especially hasbecome scarcer as demand for services outstrips supply.Clinicians have become harder to recruit and more costly to employ.Attracting the best people inhealthcare and supporting our people w

83、ith an unrivaled experience are key initiatives for the Company to ensure adequate clinical capacity for our patients.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 theirfamilies with acc

84、ess to a variety of innovative,flexible and convenient health and wellness programs that support their physical and mental health by providingtools and resources to help them improve or maintain their health status.4Payment for Our ServicesOur revenues are derived in large part from governmental thi

85、rd-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 rateof program payments to us for our services.It is

86、possible that future budget cuts in Medicare and Medicaid may be enacted by Congress and implemented byCMS.Therefore,we cannot assure you that payments from governmental or private payors will remain at levels comparable to present levels or will,in thefuture,be sufficient to cover the costs allocab

87、le to patients eligible for reimbursement pursuant to such programs.See Part II,Item 7,ManagementsDiscussion and Analysis of Financial Condition and Results of Operations:Overview CMS Payment Updates for additional information on the most recentregulations from CMS.Home Health MedicareThe Medicare h

88、ome health benefit is available both for patients who need home care following discharge from a hospital and patients who suffer from chronicconditions that require ongoing,but intermittent,care.As a condition of participation under Medicare,beneficiaries must be homebound(meaning that the beneficia

89、ry is unable to leave his/her home without aconsiderable and taxing effort),require intermittent skilled nursing,physical therapy or speech therapy services and receive treatment under a plan of careestablished and periodically reviewed by a physician.Services under the Medicare home health benefit

90、are bundled into 60-day episodes of care.An episode starts the first day a billable visit is performed and ends60 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 thepatient needs additional care.

91、If the patients physician determines that further care is necessary,another episode begins on the 61 day(regardless of whether abillable visit is rendered on that day)and ends 60 days later.Effective January 1,2020,CMS implemented a revised case-mix adjustment methodology,the Patient-Driven Grouping

92、s Model(PDGM).PDGM uses a 30-day period of care rather than a 60-day episode of care as the unit of payment.Under PDGM,each 60-day episode includes two 30-day periods of care.Thetable below includes the base 30-day payment rates.PeriodBase 30-Day PaymentJanuary 1,2021 through December 31,2021$1,901

93、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 On November 1,2023,CMS issued the Home Health Final Rule for Medicare home health providers for calendar year 2024.CMS estimates that the final rulewill result in

94、 a 0.8%increase in payments to home health providers.This increase is the result of a 3.0%payment update(3.3%market basket adjustment less a0.3%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 permanentadjus

95、tment of-2.6%based on the difference between assumed and actual behavior changes resulting from the implementation of PDGM.The-2.6%permanentadjustment 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%is onl

96、y half of the total proposed adjustment.The remaining adjustment is to be considered in future rulemaking.Based on our analysis of the finalrule,we expect our impact to be in line with the 0.8%increase.In addition to permanent adjustments,CMS also has the discretion to make temporary adjustments thr

97、ough calendar year 2026;however,CMS has elected notto implement a temporary adjustment for calendar year 2024.On July 5,2023,the National Association for Home Care and Hospice(NAHC),the leading national home health trade association,filed suit against CMS inthe United States District Court for the D

98、istrict of Columbia over the implementation of the payment cuts CMS made in the Calendar Year 2023 Home HealthFinal Rule effective January 1,2023;that litigation remains pending.PDGM uses timing,admission source,functional impairment levels and principal and other diagnoses to case-mix adjust paymen

99、ts.The case-mix adjustedpayment 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 ourpatients care was unusually costly(capped at 10%of total reimbursement per provider number);(b)a low utilization payment

100、 adjustment(“LUPA”)if thenumber 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)apartial payment if a patient transferred to another provider or from another provider before completing the 30-day period

101、of care;and(d)the applicablegeographic wage index.Payments for routine and non-routine supplies are included in the 30-day payment rate.thst5As 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 assertthat

102、 we have overcharged the program or failed to comply with program requirements.Home health providers are subject to pre-and post-payment reviews forcompliance with Medicare coverage guidelines and medical necessity.Adjustments on this basis may include individual claims adjustments or overpaymentdet

103、erminations 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

104、 or denyclaims for payment if the underlying documentation does not support the medical necessity of services or fails to establish satisfaction of a coverage rule,suchas if a provider is unable to perform periodic therapy assessments required by coverage criteria or cannot provide appropriate billi

105、ng documentation,acceptablephysician 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 makedeductions from future amounts due to us.In the ordinary course of busin

106、ess,we appeal the Medicare and Medicaid programs denial of claims that we believeare inappropriate in an effort to recover the denied claims.Home Health Non-MedicarePayments from non-Medicare payors are either a percentage of Medicare rates,per-visit rates or case rates depending upon the terms and

107、conditions establishedwith such payors.Reimbursements from our non-Medicare payors that are based on Medicare rates are paid in a similar manner and subject to the sameadjustments as discussed above for Medicare;however,these rates can vary based upon negotiated terms which generally range from 90%t

108、o 100%ofMedicare rates.Approximately 30%of our managed care contract volume affords us the opportunity to receive additional payments if we achieve certainquality or process metrics as defined in each contract(e.g.star ratings and acute-care hospitalization rates).Hospice MedicareThe Medicare hospic

109、e benefit is available when a physician and specific clinical findings support a diagnosis of a terminal condition where the patient has aterminal 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-daybenefit

110、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 schedulethat has four different levels of care:routine home care,continuous home care,inpatient respite care and general inpatient care.The daily payment rates

111、 areintended to cover costs that hospices incur in furnishing services identified in patients care plans,based on specific levels of care.Payments are adjusted by awage index to reflect health care labor costs across the country and are established annually through federal legislation.On July 28,202

112、3,CMS issued the final rule to update hospice payment rates and the wage index for fiscal year 2024,effective for services provided beginningOctober 1,2023.CMS estimates hospices serving Medicare beneficiaries will see a 3.1%increase in payments.This increase is the result of a 3.3%marketbasket adju

113、stment as required under the Patient Protection and Affordable Health Care Act and the Health Care and Education Reconciliation Act(PPACA)less a 0.2%productivity adjustment.Additionally,CMS increased the aggregate cap amount by 3.1%to$33,494.Based on our analysis of the final rule,weexpect our impac

114、t to be in line with the 3.1%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 tworoutine rates,Medicare also reimburses for a service intensity add-on(“SIA”).The SIA is based on visits mad

115、e in the last seven days of life by a registerednurse or medical social worker for patients in a routine level of care.Adjustments for eligibility and technical billing requirements may be made to Medicare revenue based on the same claims processing reviews described abovefor home health services wh

116、en we find we are unable to obtain appropriate billing documentation,authorizations or face-to-face documentation and otherreasons 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

117、 has its ownprovider number;however,where we have created branch care centers to help our parent care centers serve a geographic location,the parent and branch havethe same provider number.Inpatient Cap:The inpatient cap limits the number of days of inpatient care an agency may provide to not more t

118、han 20 percent of its total patientcare 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 provideris required to reimburse Medicare for any amounts it receives in excess of the cap.Overall Payment Cap:The overall p

119、ayment cap is an absolute dollar limit on the average annual payment per beneficiary a hospice agency canreceive.This cap is calculated by the Medicare Administrative Contractor at the end of each hospice cap period to determine the maximum allowablepayments per provider number.6We estimate our pote

120、ntial cap exposure using information available for both inpatient day limits as well as per beneficiary cap amounts.The total cap amountfor each provider is calculated by multiplying the number of beneficiaries electing hospice care during the period by a statutory amount that is indexed forinflatio

121、n.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 theSocial Security Act(SSA),which requires CMS to use the inpatient hospital market basket,adjusted for multifactor productivity and other adjustments

122、 asspecified in the SSA,to determine the hospice payment update percentage.The caps are subject to annual and retroactive adjustments,which can causeproviders 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 facto

123、rs,each determined on a provider number basis,including the average length of stay and mix in level of care.Hospice Non-MedicareNon-Medicare payors pay at rates that differ from established Medicare rates for hospice services,and are based on separate,negotiated agreements.We billand are paid by the

124、se non-Medicare payors based on such negotiated agreements.High Acuity CareHigh acuity care payments are derived from health insurance plans and health system partners.Contracts with health insurance plans provide for fixed paymentrates for a 30-day or 60-day episode of care indexed to assigned pati

125、ent diagnoses in return for our obligation to assume risk for the coordination and paymentof required medical services necessary to treat the medical condition for which the patient was diagnosed in a home-based setting.Contracts with health systempartners provide for payments on a per diem basis at

126、 the contracted rate for each day during the remainder of an inpatient acute stay serviced at the patientshome.The contracted payment rates with health insurance plans and health system partners are developed by our medical economics team using historical claims andinpatient admission data provided

127、by the respective health insurance plan or health system partner.The data includes medical costs incurred outside of apatients historical inpatient stay that may be expected to continue under our program and an estimate of the cost of the medical services under our programwhich will replace the pati

128、ents inpatient hospital stay.We mitigate the risk of excessive program medical costs by ensuring that we enroll eligible membersinto 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 wasadmitted to

129、 the program.Additionally,we have purchased episodic stop-loss insurance for certain payor contracts.Controls Over Our Business System InfrastructureWe establish and maintain processes and controls over coding,clinical operations,billing,patient recertifications and compliance to help monitor and pr

130、omoteadherence with Medicare requirements.Coding Specified international classification of disease(ICD)diagnosis codes are assigned to each of our patients based on their particular healthconditions(such as diabetes,coronary artery disease or congestive heart failure).Because coding regulations are

131、complex and are subject to frequentchange,we maintain controls surrounding our coding process.To reduce the associated risk of coding failures,we provide annual update training toclinical managers,as needed training to care center directors and clinical managers and training during orientation for n

132、ew employees to ensureaccurate information is gathered and provided to our coding team.In addition,our electronic medical records system(Homecare Homebase)includesautomated edits for home health and hospice based on pre-defined compliance metrics.For home health,we also provide monthly specialized c

133、odingeducation,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 e

134、xpert regulatory services ifnecessary.Regulatory requirements allow patients to be eligible for home health care benefits if through a face-to-face visit with a physician or aqualified non-physician practitioner,they are considered homebound and it is determined that skilled nursing,physical therapy

135、 or speech therapyservices are required.These clinical services may include:educating the patient about their disease,assessment and observation of disease status,delivery of clinical skills such as wound care,administration of injections or intravenous medications,management and evaluation of a pat

136、ients planof care,physical therapy services to assist patients with functional limitations and speech therapy services for speech or swallowing disorders.Patientseligible for hospice care are terminally ill(with a life expectancy of six months or less if the illness runs its normal course).Our hospi

137、ce programprovides care and7support 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,medication management and needed equipment and supplies for the terminal illness

138、and all relatedconditions.Our high acuity care clinical protocols include utilization of the Milliman Clinical Guidelines(MCG)criteria to ensure that patients areeligible for inpatient level care,in-person evaluations by hospital-based physicians to determine the patients clinical eligibility for ho

139、me-basedinpatient care,social and behavioral assessments to determine safety of the patients home setting and an informed consent requirement to ensure thatthe patient and caregivers are comfortable with the delivery of inpatient level care in the home.Billing We maintain controls over our billing p

140、rocesses to help promote accurate and complete billing.Processes and controls have beenimplemented to ensure that prior to the submission of any bills,the visit/occurrence was completed,documented sufficiently by an appropriateclinician and/or provider,and that the billed claim complies with all reg

141、ulatory and payor requirements.Examples of process monitoring controlsinclude conducting annual 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 ou

142、r 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 criteriaand have a continuing medical need that requires the skills of a nurse or therapist.Changes in the patients condition

143、may require changes to thepatients medical regimen or modified care protocols within the episode of care.The patients progress towards established goals is evaluated prior torecertification.As with the initial episode of care,a recertification requires orders from the patients physician.Before any e

144、mployee recommendsrecertification to a physician,we conduct a care center level,multidisciplinary care team conference.Specific tools are used to ensure that the patientcontinues to meet coverage criteria prior to recertifying.Hospice recertification for additional benefit periods of care requires c

145、ontinued demonstrationof 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 prov

146、ided toour 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 aconfide

147、ntial hotline,which is augmented by exit surveys of departing employees.We promote a culture of compliance within our company througheducational presentations,newsletters and persistent messaging from our senior leadership to our employees stressing the importance of strictcompliance with legal requ

148、irements and company policies and procedures.Additionally,we have mandatory compliance training and testing for allnew employees upon hire and annually for all staff thereafter.We also maintain a robust compliance audit program focusing on key risk areas.Our Regulatory EnvironmentWe are highly regul

149、ated by federal,state and local authorities.The healthcare industry is subject to numerous laws,regulations and rules including,amongothers,those related to government healthcare participation requirements,licensure and accreditations,reimbursement for patient services,health informationprivacy and

150、security and Medicare and Medicaid fraud and abuse prohibitions(including,but not limited to,federal statutes and regulations prohibitingkickbacks and other illegal inducements to potential referral sources,self-referrals by physicians and false claims submitted to federal health care programs).Regu

151、lations and policies frequently change,and we monitor changes through our internal government affairs department,as well as multiple trade andgovernmental publications and associations.Our home health and hospice subsidiaries are certified by CMS and therefore are subject to the rules and regulation

152、s of the Medicare system.Additionally,allof 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 hav

153、e set forth below a discussion of the regulationsthat we believe most significantly affect our businesses.8Licensure,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 r

154、espective states.Some states require health careproviders(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 state

155、s,including a number in which we operate,carefullyrestrict new entrants into the market based on demographic and/or demonstrative usage of additional providers.These states limit the entry of new providers orservices and the expansion of existing providers or services in their markets through a CON,

156、POA or FNR process,which is periodically evaluated and updatedas required by applicable state law.For those states that require a CON,POA or FNR,the provider must complete a separate application process establishing alocation and must receive required approvals.To the extent a CON,POA,FNR or other s

157、imilar approvals are required to expand our operations,our expansion could be adversely affected by the inability toobtain the necessary approvals,changes in the standards applicable to those approvals and possible delays and expenses associated with obtaining thoseapprovals.In some instances,other

158、providers in the market may file opposition to a CON,POA or FNR application,and this could further delay an approval.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 localservice area for the home health

159、 or hospice care centers.Currently,state health authorities in 19 states and the District of Columbia require a CON or,in theState 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 Columbiarequire a CON or,in t

160、he State of Louisiana,a FNR,to operate a hospice care center.We operate 233 home health care centers and 55 hospice care centers in the following CON/POA/FNR states as listed below.StateHome HealthHospiceAlabama2910Arkansas(POA)7 Florida 7Georgia56 Kentucky17 Louisiana(FNR)5Maryland93Mississippi8 Ne

161、w Jersey2 New York6 North Carolina137Rhode Island12South Carolina26 Tennessee4515Washington2 West Virginia116Washington,DC1 Total Care Centers in CON/POA/FNR States23355Medicare Participation:Licensing,Certification and AccreditationOur care centers must comply with regulations promulgated by the Un

162、ited States Department of Health and Human Services(HHS)and CMS in order toparticipate in the Medicare program and receive Medicare payments.Sections 1861(o)and 1891 of the SSA,42 CFR 484.1 et seq.,establish the conditions thata home health agency(HHA)must meet in order to participate in the Medicar

163、e program.Section 1861(dd)of the SSA,42 CFR 418.1,et seq.,establishes theconditions that a hospice provider must meet in order to participate in the Medicare program.Among other things,these regulations,applicable to HHAs andhospices,respectively,known as conditions of participation and/or condition

164、s of payment(“COPs”),relate to the type of facility,its personnel and its standardsof 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 ofquality care provided to patients and the impact9of that care

165、 on patient outcomes through the protection and promotion of patients rights,care planning,delivery and coordination of services and streamliningof regulatory requirements.CMS has adopted alternative sanction enforcement options which allow CMS(i)to impose temporary management,direct plans of correc

166、tion or direct trainingand(ii)to impose payment suspensions and civil monetary penalties in each case on providers out of compliance with the COPs.CMS engages or has engageda number of third-party contractors,including Recovery Audit Contractors(“RACs”),Program Safeguard Contractors(“PSCs”),Zone Pro

167、gram IntegrityContractors(“ZPICs”),Uniform Program Integrity Contractors(UPICs),Medicaid Integrity Contractors(“MICs”)and Supplemental Medical ReviewContractors(“SMRCs”),to conduct extensive reviews of claims data and state and federal government health care program laws and regulations applicable t

168、ohealthcare providers.These audits evaluate the appropriateness of billings submitted for payment.In addition to identifying overpayments,audit contractorscan refer suspected violations of law to government enforcement authorities.All providers are subject to compliance with various federal,state an

169、d local statutes and regulations in the United States and receive periodic inspection bystate licensing agencies to review standards of medical care,equipment and safety.We have dedicated internal resources and utilize external parties whennecessary to monitor and ensure compliance with the various

170、applicable federal,state and local laws,rules and regulations,as well as requirements ofapplicable 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 ofour licenses t

171、o operate one or more of our businesses)and/or exclusion of a facility from participation in the Medicare,Medicaid and other federal and statehealth care programs.If any of our facilities were to lose its accreditation or otherwise lose its certification under the Medicare and Medicaid programs,thef

172、acility would be unable to receive reimbursement from the Medicare and Medicaid programs and other payors until it gains recertification or accreditation.Webelieve our facilities are in substantial compliance with current applicable federal,state,local and independent review body regulations and sta

173、ndards.Therequirements for licensure,certification and accreditation are subject to change and,in order to remain qualified,it may become necessary for us to makechanges in our facilities,equipment,personnel and services in the future,which could have a material adverse impact on our operations.Fede

174、ral and State Anti-Fraud and Abuse Laws and RegulationsAs a provider under the Medicare and Medicaid programs,we are subject to various anti-fraud and abuse laws,including the federal Anti-Kickback Statute,theStark or Physician Self-Referral Law,the False Claims Act,Civil Monetary Penalties Law and

175、various state anti-fraud and abuse laws.These laws govern anyhealth care plans or programs that are funded by the United States government(other than certain federal employee health insurance benefits/programs),aswell as certain state health care programs that receive federal funds,such as Medicaid.

176、Our compliance and ethics program is designed to ensure Amedisysmeets 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

177、 remuneration to induce or reward the referralof business payable under a government health care program or in return for the purchase,lease,order,arranging for,or recommendation of items or servicescovered under a government health care program.The law also forbids the offer or transfer of anything

178、 of value,including certain waivers of co-paymentobligations and deductible amounts,to a beneficiary of Medicare or Medicaid that is likely to influence the beneficiarys selection of health care providers,again,subject to certain safe harbor exceptions.Violations of the federal AKS can trigger the F

179、alse Claims Act and Civil Monetary Penalties Law,potentiallyresulting in civil fines up to$27,018 for each violation,penalties of up to$120,816(last updated 2023)plus three times the amount of the improperremuneration,imprisonment and potentially,exclusion from furnishing services under any governme

180、nt health care program.There are also criminal penaltiesunder the AKS,and providers found to be in violation of the federal AKS can be excluded from participation in federal health care programs.10Stark or Physician Self-Referral LawThe Stark Law,also known as the Physician Self-Referral Law,prohibi

181、ts physicians from referring Medicare and Medicaid patients to entities for the provisionof designated health services with which they or any of their immediate family members have a direct or indirect financial relationship,unless an exception tothe laws prohibition is met.Sanctions for violating t

182、he Stark Law include penalties of up to$29,899 for each violation and up to$199,338(last updated 2023)for schemes to circumvent the Stark Law restrictions.There are a number of exceptions to the self-referral prohibition,including employment contracts andleases,that may be used so long as the arrang

183、ement adheres to certain enumerated requirements.Violations of the Stark Law may also result in paymentdenials,False Claims Act scrutiny,additional civil monetary penalties and federal program exclusion.The False Claims ActThe federal False Claims Act(FCA)prohibits false claims or requests for payme

184、nt for health care services.Under the FCA,the government may penalizeany person who knowingly submits,or participates in submitting,claims for payment to the Federal Government which are false or fraudulent,or whichcontain false or misleading information.Any person who knowingly makes or uses a fals

185、e record or statement to avoid paying the Federal Government,orknowingly 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 term knowingly means the person(i)h

186、as actual knowledge of the information;(ii)acts indeliberate ignorance of the truth or falsity of the information;or(iii)acts in reckless disregard of the truth or falsity of the information.The Federal Government has used the FCA to prosecute Medicare and other governmental program fraud in areas s

187、uch 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 prosecutepeople or entities that bill services at a higher reimbursement rate than is allowed and that bill for care

188、 that is not medically necessary.In addition togovernment 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$27,018(last updated 2023).The Fraud Enforcement and Recovery Act of 2

189、009(“FERA”)amended the FCA with the intent of enhancing the powers of government enforcementauthorities and whistleblowers to bring FCA cases.In particular,FERA attempts to clarify that liability may be established not only for false claims submitteddirectly to the government,but also for claims sub

190、mitted to government contractors and grantees.FERA also seeks to clarify that liability exists for attempts toavoid repayment of overpayments,including improper retention of federal funds.FERA also included amendments to FCA procedures,expanding thegovernments ability to use the Civil Investigative

191、Demand process to investigate defendants,and permitting government complaints and intervention to relateback to the filing of the whistleblowers original complaint.FERA is likely to increase both the volume and liability exposure of FCA cases brought againsthealth care providers.In the Patient Prote

192、ction and Affordable Care Act(enacted in 2010),Congress enacted requirements related to identifying and returning overpayments madeunder Medicare and Medicaid.CMS finalized regulations regarding this so-called“60-day rule,”which requires providers to report and return Medicare andMedicaid overpaymen

193、ts within 60 days of identifying the overpayment.A provider who retains identified overpayments beyond 60 days may be liable underthe FCA.“Identification”occurs when a person“has,or should have through the exercise of reasonable diligence,”identified and quantified the amount of anoverpayment.The fi

194、nal rule also established a six-year lookback period,meaning overpayments must be reported and returned if a person identifies theoverpayment within six years of the date the overpayment was received.Providers must report and return overpayments even if they did not cause theoverpayment.In addition

195、to the FCA,the Federal Government may use several criminal statutes to prosecute the submission of false or fraudulent claims for payment to theFederal Government.Many states have similar false claims statutes that impose liability for the types of acts prohibited by the False Claims Act.As part of

196、theDeficit 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

197、,whistleblower protections and the providers own policies on detecting and preventing fraud in their written employee policies.Civil Monetary Penalties LawHHS may impose civil monetary penalties(CMP)for a variety of civil offenses related to federal health care programs.They may be imposed upon anyp

198、erson or entity who presents,or causes to be presented,certain ineligible claims for medical items or services,for providing improper inducements tobeneficiaries to obtain services,for payments to limit services to patients and for offenses related to relationships with excluded individuals,among ot

199、herthings.11Maximum CMP amounts increased in 2023.For example,the penalty for knowing and willful solicitation,receipt,offer or payment of remuneration forreferring an individual for a service or for purchasing,leasing or ordering an item to be paid for by a federal health care program increased fro

200、m$112,131 to$120,816,and the CMP for beneficiary inducement increased from$22,427 to$24,164 per occurrence.State LawsIn addition to federal laws,some states in which we operate generally have laws that prohibit kickbacks in exchange for referrals,certain direct or indirectpayments or fee-splitting a

201、rrangements between health care providers,improper physician referrals,beneficiary inducements and false or improperly billedclaims.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 P

202、rivacy and Security LawsThe Health Insurance Portability and Accountability Act of 1996(HIPAA)requires us to comply with standards for the exchange of health information withinour company and with third parties,such as payors,business associates and patients.These include standards for common health

203、 care transactions,such asclaims 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

204、 transaction regulations establish form,format and data content requirements for most electronic health care transactions,such as health care claimsthat are submitted electronically.The HIPAA privacy regulations establish comprehensive requirements relating to the use and disclosure of protected hea

205、lthinformation.The HIPAA security regulations establish minimum standards for the protection of protected health information that is stored or transmittedelectronically.The HIPAA breach notification regulations establish the applicable requirements for notifying individuals,HHS and the media in the

206、event of adata breach affecting protected health information.Violations of the privacy,security and breach notification regulations are punishable by civil and criminalpenalties and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a r

207、esolution agreement andcorrective action plan with HHS to settle allegations of HIPAA non-compliance.Currently,civil monetary penalties for HIPAA violations can range from$137 per violation to a maximum fine of$2.067 million for multiple violations of thesame provision during a calendar year.To date

208、,the largest penalty imposed by HHS following a data breach is$16 million.State attorneys general may alsobring civil enforcement actions under HIPAA,and attorneys general are actively engaged in enforcement.These penalties could be in addition to otherpenalties assessed by a state for a breach whic

209、h would be considered reportable under a particular states 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 penaltiesfor violations of HIPAA.In addition,the Secretary of HH

210、S is required to perform periodic audits to ensure covered entities(and their business associates,asthat term is defined under HIPAA)comply with the applicable HIPAA requirements,increasing the likelihood that a HIPAA violation will result in anenforcement action.In addition to the federal HIPAA reg

211、ulations,most states also have laws that protect the confidentiality of health information and other personally identifiableinformation,and these laws may be broader in scope with respect to protected health information and other personal information than HIPAA.Some of theselaws grant individuals ri

212、ghts with respect to personal information.We may be required to expend significant resources to comply with these laws.Further,all50 states,the U.S.territories and the District of Columbia have adopted data breach notification laws that impose,in varying degrees,an obligation to notifyaffected perso

213、ns and/or state regulators in the event of a data breach or compromise,including when their personal information has or may have been accessedby an unauthorized person.Some state breach notification laws may also impose physical and electronic security requirements regarding the safeguarding ofperso

214、nal information,such as social security numbers and bank and credit card account numbers.Violation of state privacy,security and breach notificationlaws can trigger significant monetary penalties.In addition,certain states privacy,security and data breach laws,including,for example,the CaliforniaCon

215、sumer Privacy Act,as amended by the California Privacy Rights Act,include private rights of action that may expose us to private litigation regarding ourprivacy practices and significant damages awards or settlements in civil litigation.12U.S.Food and Drug Administration(FDA)RegulationThe FDA regula

216、tes medical device user facilities,which include home health care providers.FDA regulations require user facilities to report patient deaths andserious 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 in

217、juryof any patient.FDA regulations also require user facilities to maintain files related to adverse events and to establish and implement appropriate procedures toensure compliance with the above reporting and recordkeeping requirements.User facilities are subject to FDA inspection,and noncomplianc

218、e with applicablerequirements 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 ActIn October 2014,the Improving Medicare Post-Acute Care Transformation Act

219、(“IMPACT Act”)was signed into law requiring the reporting of standardizedpatient 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 requi

220、res PACs to report:(1)standardized patient assessment data at admissionand discharge;(2)quality measures,including functional status,skin integrity,medication reconciliation,incidence of major falls and patient preferenceregarding treatment and discharge;and(3)resource use measures,including Medicar

221、e spending per beneficiary,discharge to community and hospitalizationrates of potentially preventable readmissions.Failure to report such data when required would subject a facility to a two percent reduction in market basketprices then in effect.The IMPACT Act further requires HHS and the Medicare

222、Payment Advisory Commission(“MedPAC”),a commission chartered by Congress to advise it onMedicare payment issues,to study alternative PAC payment models,including payment based upon individual patient characteristics and not care setting,withcorresponding Congressional reports required based on such

223、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 ahigh percentage of stays in excess of 180 days;and(3)updat

224、ing the annual aggregate Medicare payment cap.Review Choice Demonstration for Home Health Services(RCD)CMS RCD gives HHAs in the demonstration states three options in the initial selection period:pre-claim review of all claims,post-payment review of allclaims or minimal post-payment review with a 25

225、%payment reduction for all home health services.Under the pre-claim review and post-payment reviewoptions,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 orclaims submitted)is reached.Further,once the ap

226、propriate 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 claimsdetermined by the Medicare Administrat

227、ive Contractor(MAC)to ensure continued compliance.Amedisys has elected the pre-claim review option.Thedemonstration initially applied to HHA providers in Florida,Illinois,North Carolina,Ohio and Texas,with the option to expand after five years to other statesin the Medicare Administrative Contractor

228、 Jurisdiction M(Palmetto).CMS added Oklahoma to the demonstration effective December 31,2023.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,MACsuse data analysis to

229、identify providers who have high claim error rates,unusual billing practices or provide services that have high national error rates.If aprovider 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 willnot b

230、e reviewed on the particular topic for that review for one year;however,if errors are identified,the provider has 45 days to make changes andimprovements.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 includeup

231、 to three rounds of claims review,if necessary,with corresponding provider education and a subsequent period to allow for improvement.If results do notimprove sufficiently after three rounds,the MAC may refer the provider to CMS for further action which may include 100%prepay review,extrapolation,re

232、ferral to a Recovery Auditor and/or referral for revocation from the Medicare program.Home Health Value-Based PurchasingOn January 1,2016,CMS implemented Home Health Value-Based Purchasing(HHVBP).The HHVBP model was designed to give Medicare-certified homehealth agencies incentives or penalties in o

233、rder to provide higher quality and more efficient care.In November 2021,CMS issued the Calendar Year 2022Home Health Final Rule for Medicare home health providers13which provided for the expansion of the HHVBP model to all 50 states beginning January 1,2023 with calendar year 2023 being the first pe

234、rformance year andcalendar 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 peersperformance.Performanc

235、e 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 HHAs unique beneficiary count in the prior calendar year.HHAs are assigned to either a nationwide larger-volumecohort or a nationwide smalle

236、r-volume cohort in order to group HHAs that are of similar size and are more likely to receive scores on the same set of measuresfor purposes of setting benchmarks and achievement thresholds and determining payment adjustments.Home Health Payment ReformOn February 9,2018,Congress passed the Bipartis

237、an Budget Act of 2018(BBA of 2018),which provided for a targeted extension of the home health ruraladd-on payment,a reduction of the 2020 market basket update,modification of eligibility documentation requirements and reform to the Home HealthProspective Payment System(HHPPS).The HHPPS reform includ

238、ed the following parameters:for home health units of service beginning on January 1,2020,a 30-day payment system was to be applied;the transition to the 30-day payment system was to be budget neutral;and CMS was to conduct at least oneTechnical Expert Panel during 2018,prior to any notice and commen

239、t rulemaking process,related to the design of any new case-mix adjustment model.The Calendar Year 2019 Home Health Final Rule updated the Medicare HHPPS and finalized the implementation of an alternative case-mix adjustmentmethodology,PDGM,which became effective on January 1,2020.PDGM adjusted payme

240、nts to home health agencies based on patient characteristics for 30-day periods of care.While the payment changes were to be implemented in a budget neutral manner to the industry,the ultimate impact varied by providerbased on factors including patient mix and admission source.Additionally,CMS made

241、assumptions about behavior changes that were expected to occur as aresult 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

242、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 ofthe difference between assumed and actual behavior changes and to make any such payment chan

243、ges as are necessary to offset or supplement the adjustmentsbased on anticipated behavior.On October 31,2022,CMS issued the Home Health Final Rule for Medicare home health providers for calendar year 2023,which finalized a methodology foranalyzing differences between assumed and actual behavior chan

244、ges and determined that a permanent adjustment was needed.The 2023 Final Rule included a-3.5%permanent reduction to reimbursement based on the difference between assumed and actual behavior changes resulting from the implementation ofPDGM.The-3.5%permanent adjustment was derived from a-3.925%adjustm

245、ent which was only applied to the 30-day payment rate and not the lowutilization payment adjustment.The-3.925%was only half of the total proposed adjustment.The remaining adjustment was to be considered in futurerulemaking.On July 5,2023,the National Association for Home Care and Hospice(NAHC),the l

246、eading national home health trade association,filed suit against CMS inthe United States District Court for the District of Columbia over the implementation of the payment cuts in the Calendar Year 2023 Home Health Final Ruleeffective January 1,2023;that litigation remains pending.On November 1,2023

247、,CMS issued the Home Health Final Rule for Medicare home health providers for calendar year 2024.CMS estimates that the final rulewill result in an 0.8%increase in payments to home health providers.This increase is the result of a 3.0%payment update(3.3%market basket adjustment lessa 0.3%productivit

248、y adjustment)and an increase of 0.4%for the update to the fixed-dollar loss ratio used in determining outlier payments offset by a permanentadjustment of-2.6%based on the difference between assumed and actual behavior changes resulting from the implementation of PDGM.Similar to the 2023permanent adj

249、ustment,the-2.6%permanent adjustment was derived from a-2.890%adjustment which was only applied to the 30-day payment rate and not thelow utilization payment adjustment.The-2.890%was only half of the total proposed adjustment.The remaining adjustment is to be considered in futurerulemaking.Based on

250、our analysis of the final rule,we expect our impact to be in line with the 0.8%increase.14In addition to permanent adjustments,CMS also has the discretion to make temporary adjustments through calendar year 2026;however,CMS has elected notto implement a temporary adjustment for calendar year 2024.En

251、vironmental and Climate Change MattersWe are committed to transparency around our environmental footprint and climate-related risks and opportunities.We have adopted an integrated approach toaddress the impacts of climate change on our business,with cross-disciplinary teams responsible for managing

252、climate-related activities,initiatives andpolicies.Strategies and progress toward our goals are reviewed with senior leadership and the Nominating and Corporate Governance Committee of our Boardof Directors.Additional information about our environmental and climate activities can be found in our ann

253、ual Environmental,Social and Governance Report,which is available on our website.Reference to our website does not constitute incorporation by reference of the information contained on the website andshould not be considered part of this document.For more information regarding climate change and its

254、 possible adverse impact on us,see“Item 1A.RiskFactors Risks Related to Our Operations Our operations could be impacted by war,terrorism,natural or man-made disasters and climate change”in thisAnnual Report on Form 10-K.Our CompetitorsThere are few barriers to entry in the home health and hospice ju

255、risdictions that do not require a CON,POA or FNR.Our primary competition in thesejurisdictions comes from local privately and publicly-owned and hospital-owned health care providers.We compete based on the quality of services,theavailability of personnel,expertise of visiting staff and,in certain in

256、stances,on the price of our services.In addition,we compete with a number of non-profitorganizations that finance acquisitions and capital expenditures on a tax-exempt basis or receive charitable contributions that are unavailable to us.Available InformationOur company website address is .We use our

257、 website as a channel of distribution for important company information.Importantinformation,including press releases,analyst presentations and financial information regarding our company,is routinely posted on and accessible on theInvestor Relations subpage of our website,which is accessible by cli

258、cking on the tab labeled“Investors”on our website home page.Visitors to our website canalso register to receive automatic e-mail and other notifications alerting them when new information is made available on the Investor Relations subpage of ourwebsite.In addition,we make available on the Investor

259、Relations subpage of our website(under the link“SEC Filings”),free of charge,our annual reports onForm 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 soonas reasonably practicable after we electronically fil

260、e or furnish such reports with the Securities and Exchange Commission(SEC).Further,copies of ourCertificate 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 Nomin

261、ating and Corporate Governance Committees of our Board are also available on the InvestorRelations subpage of our website(under the link“Governance”).Reference to our website does not constitute incorporation by reference of the informationcontained on the website and should not be considered part o

262、f this document.Our electronically filed reports can also be obtained on the SECs internet site at http:/www.sec.gov.15ITEM 1A.RISK FACTORSThe risks described below,and risks described elsewhere in this Form 10-K,could have a material adverse effect on our business and consolidated financialconditio

263、n,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 riskfactors described below and elsewhere in this Form 10-K are not the only risks faced by Amedisys.Our business and consolidated financial condition,result

264、sof operations and cash flows may also be materially adversely affected by factors that are not currently known to us,by factors that we currently considerimmaterial or by factors that are not specific to us,such as general economic conditions.If any of the following risks are actually realized,our

265、business and consolidated financial condition,results of operations and cash flows could be materiallyadversely 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“Spec

266、ial Caution Concerning Forward-LookingStatements.”All forward-looking statements made by us are qualified by the risk factors described below.Risk Factor SummaryThe following is a summary of the principal risks that could adversely affect our business,operations and financial results:The proposed Me

267、rger is subject to the satisfaction of certain closing conditions,including government consents and approvals,some or all of whichmay not be satisfied or completed within the expected timeframe,if at all.We may not complete the proposed Merger within the time frame we anticipate or at all,which coul

268、d have an adverse effect on our business,financialresults and/or operations.We will be subject to various uncertainties while the Merger is pending that may cause disruption and may make it more difficult to maintainrelationships with employees,customers and other third-party business partners.In ce

269、rtain 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.Lit

270、igation challenging the Merger Agreement may prevent the Merger from being consummated within the expected timeframe 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 andconsolidated financial conditio

271、n,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 b

272、usinessand 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 adverseeffect on our business and consolidated financial condition,results of oper

273、ations 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 or state budget pressures

274、 mayresult in a reduction in payments and covered services.A shortage of qualified nursing staff and other clinicians,such as therapists and nurse practitioners,could materially impact our ability to attract,trainand retain qualified personnel and could increase operating costs.We may be more vulner

275、able to the effects of a public health emergency than other businesses due to the nature of our patient population and thephysical proximity required by our operations,which could harm our business disproportionately to other businesses.Because we are limited in our ability to control rates received

276、 for our services,our business and consolidated financial condition,results of operationsand cash flows could be materially adversely affected if we are not able to maintain or reduce our costs to provide such services.16If we are unable to consistently provide high quality of care,our business will

277、 be adversely impacted.If we are unable to maintain relationships with existing patient referral sources,our business and consolidated financial condition,results of operationsand cash flows could be materially adversely affected.Our industry is highly competitive,with few barriers to entry in certa

278、in 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 carehealth plans.If we are unsuccessful in obtaining these contracts or if we are unsuccessful in managing costs associated with risk-based contr

279、acts,ourbusiness 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 ourinformation systems secure and

280、 operational could disrupt our operations.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 amou

281、nt of intangible assets or long-lived assets could have a material adverse effect on our consolidated financial conditionand results of operations.Our operations could be impacted by war,terrorism,natural or man-made disasters and climate change.Inflation in the economy could negatively impact our b

282、usiness and results of operations.Our growth strategy depends on our ability to acquire additional care centers and integrate and operate these care centers effectively,makeinvestments and enter into joint ventures and other strategic relationships.If our growth strategy is unsuccessful or we are no

283、t able to successfullyintegrate newly acquired care centers into our existing operations,our business and consolidated financial condition,results of operations and cashflows could be materially adversely affected.The indemnification provisions of acquisition agreements by which we have acquired com

284、panies may not fully protect us,and as a result,we may faceunexpected 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

285、centers.Divestitures or other dispositions could negatively impact our business,and contingent liabilities from businesses that we have sold could adverselyaffect our business and consolidated financial condition,results of operations and cash flows.We are subject to extensive government regulation.

286、Any changes to the laws and regulations governing our business,or to the interpretation andenforcement of those laws or regulations,could have a material adverse effect on our business and consolidated financial condition,results ofoperations and cash flows.We face periodic and routine reviews,audit

287、s and investigations under our contracts with federal and state government agencies and private payors,andthese 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 co

288、uld be subjected to sanctions orterminated 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 orcurrent referral sources.The No Surprises Act and similar price transparency ini

289、tiatives 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.17The volatility and disruption of the capital and credit markets and adve

290、rse changes in the United States and global economies could impact our abilityto access both available and affordable financing,and without such financing,we may be unable to achieve our objectives for strategic acquisitionsand internal growth.Our indebtedness could impact our financial condition an

291、d 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 tosatisfy requirements in these agreements could have a material adverse effect on our business and consoli

292、dated financial condition,results ofoperations 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 investorsto lose the value of their investment.Our Board of Directors may use anti-takeover provi

293、sions 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 theDistrict of Delaware,as the sole and exclusive forum for certain types of actions and proceedings

294、 that may be initiated by our stockholders,whichcould 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 closin

295、g conditions,including government consents and approvals,some or all of which maynot be satisfied or completed within the expected timeframe,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 obtaine

296、d onSeptember 8,2023,the expiration or termination of the applicable waiting period(and any extension thereof)under the Hart-Scott-Rodino AntitrustImprovements 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 enjoini

297、ng orotherwise prohibiting the completion of the Merger,and the expiration or termination of the waiting period(and any extension thereof)applicable to theconsummation of the transactions contemplated by the Merger Agreement under all applicable antitrust laws without the imposition by any governmen

298、tal entityof any term,condition,obligation,requirement,limitation,prohibition,remedy,sanction or other action that has resulted in or would reasonably be expected toresult in a Burdensome Condition(as defined in the Merger Agreement).We can provide no assurance that all required consents and approva

299、ls will be obtainedor that all closing conditions will otherwise be satisfied(or waived,if applicable),and,even if all required consents and approvals can be obtained and allclosing conditions are satisfied(or waived,if applicable),we can provide no assurance as to the terms,conditions and timing of

300、 such consents and approvals orthe 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 ifthese conditions will be satisfied(or waived,if applicable).Any adverse consequence of the pending Merger could be e

301、xacerbated by any delays in completionof the Merger or termination of the Merger Agreement.Each partys obligation to consummate the Merger is also subject to the accuracy of the representations and warranties of the other party(subject to certainexceptions)and performance by each party of its respec

302、tive obligations under the Merger Agreement,including an agreement by us to use our reasonable bestefforts to carry on our business in all material respects in the ordinary course,consistent with past practice,and to preserve our business organization andrelationships with customers,suppliers,licens

303、ors,licensees and other third parties,and to comply with certain operating covenants.In addition,the MergerAgreement may be terminated under certain specified circumstances,including,but not limited to,(1)if our board of directors makes an AmedisysRecommendation Change(as defined in the Merger Agree

304、ment)or(2)by our board of directors in order for us to enter into a definitive agreement for analternative transaction with a third-party with respect to an unsolicited Amedisys Superior Proposal(as defined in the Merger Agreement).As a result,wecannot assure you that the Merger will be completed,ev

305、en though our stockholders approved the Merger,or that,if completed,it will be exactly on the termsset forth in the Merger Agreement or within the expected time frame.We may not complete the proposed Merger within the time frame we anticipate or at all,which could have an adverse effect on our busin

306、ess,financialresults and/or operations.The proposed Merger may not be completed within the expected timeframe,or at all,as a result of various factors and conditions,some of which may bebeyond our control.If the Merger is not completed for any reason,our stockholders will not receive any payment for

307、 their shares of our common stock inconnection with the Merger.Instead,we will remain a public company,our common stock will continue to be listed and traded on The Nasdaq Global SelectMarket and registered under the18Exchange Act,and we will be required to continue to file periodic reports with the

308、 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,theprice of our

309、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 andattracting employees,customers,partners,suppliers and others with whom we do business;we w

310、ill still be required to pay certain significant costs relating to the Merger,such as legal,accounting,financial advisory,printing and otherprofessional 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

311、 termination fee to UnitedHealth Group of$125,000,000,as required under the Merger Agreement under certaincircumstances;we may be required to reimburse UnitedHealth Group for the$106,000,000 termination fee payment that UnitedHealth Group,on our behalf,paid toOption Care Health Inc.(OPCH)in connecti

312、on with the termination of the Agreement and Plan of Merger(the OPCH Merger Agreement),datedas of May 3,2023,by and among Amedisys,OPCH and Uintah Merger Sub,Inc.(OPCH Merger Sub)under certain circumstances;while the Merger Agreement is in effect,we are subject to restrictions on our business activi

313、ties,including,among other things,restrictions on ourability to engage in certain kinds of material transactions that would reasonably be expected to materially delay or prevent the consummation of thetransaction contemplated by the Merger Agreement,which could prevent us from pursuing strategic bus

314、iness opportunities,taking actions with respectto our business that we may consider advantageous and responding effectively and/or timely to competitive pressures and industry developments,andmay,as a result,materially adversely affect our business,results of operations and financial condition;matte

315、rs relating to the Merger require substantial commitments of time and resources by our management,which could result in the distraction ofmanagement from ongoing business operations and pursuing other opportunities that could have been beneficial to us;andwe may commit significant time and resources

316、 to defending against 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,financialresults and stock price,particularly to the extent that the current market price of our co

317、mmon stock reflects an assumption that the Merger will be completed.We will be subject to various uncertainties while the Merger is pending that may cause disruption and may make it more difficult to maintain relationshipswith employees,customers and other third-party business partners.Our efforts t

318、o complete the Merger could cause substantial disruptions in,and create uncertainty surrounding,our business,which may materially adverselyaffect our results of operations and our business.Uncertainty as to whether the Merger will be completed may affect our ability to recruit prospectiveemployees o

319、r to retain and motivate existing employees.Employee retention may be particularly challenging while the Merger is pending because employeesmay experience uncertainty about their roles following the Merger.As mentioned above,a substantial amount of our managements and employees attention isbeing dir

320、ected toward the completion of the Merger and thus is being diverted from our day-to-day operations.Uncertainty as to our future could adverselyaffect our business and our relationship with customers and potential customers.For example,customers,suppliers and other third parties may defer decisionsc

321、oncerning working with us or seek to change existing business relationships with us.Changes to or termination of existing business relationships couldadversely affect our revenue,earnings and financial condition,as well as the market price of our common stock.The adverse effects of the pendency of t

322、heMerger could be exacerbated by any 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-partyconsidering making an alternative acqui

323、sition 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,including in the event the Merger Agreement is terminated due to a recommendation change by our board of directors,the termination of the M

324、ergerAgreement by our board of directors in order for us to enter into a definitive agreement with a third-party for an alternative transaction with respect to anunsolicited Amedisys Superior Proposal or under certain circumstances where a proposal for an alternative transaction has been made to us

325、and,within 12months following19termination,we enter into a definitive agreement providing for an alternative transaction or consummate an alternative transaction.Further,under specifiedcircumstances,we may be required to reimburse UnitedHealth Group for the$106,000,000 termination fee payment that U

326、nitedHealth 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 athird-party seeking to acquire or merge with us and could discourage a third-party from making a competing acquisition

327、 proposal,including a proposal thatwould 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 fo

328、r professional services and other transactioncosts 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 beyondour control that could affect the total amount or the timing of these costs and expenses.Many of th

329、ese fees and costs will be payable by us even if the Merger isnot 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 within the expected timeframe or at a

330、ll.Following the announcement of the Merger and the filing of the Definitive Proxy Statement,purported stockholders filed complaints and sent Amedisysdemand letters alleging that the Definitive Proxy Statement omitted material information that rendered it misleading or incomplete in violation of fed

331、eralsecurities laws and that the Amedisys Board breached their fiduciary duties.Certain of the complaints have sought,among other things,an injunction enjoiningthe consummation of the Merger unless and until certain additional information is disclosed to Amedisys stockholders,rescissory damages,an a

332、ccounting tothe plaintiff for all damages suffered as a result of Amedisys and Amedisys Boards alleged wrongdoing,costs of the action including plaintiffs attorneys feesand experts fees,and other relief the court may deem just and proper.Amedisys also received a demand from a purported stockholder i

333、n connection with theDefinitive Proxy Statement seeking to inspect certain Amedisys corporate books and records under Section 220 of the Delaware General Corporation Law.Seethe Companys Current Report on Form 8-K dated September 1,2023 for additional information.Amedisys believes that the allegations in the complaints,demand letters and Section 220 demand letters lack merit and that Amedisys discl