Amedisys Inc. (AMED) 2023年10-K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 SECURITIESEXCHANGE ACT OF 1934For the fiscal year ended:December 31,2023OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934F

2、or 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 of

3、 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 shareAME

4、DThe 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 SecuritiesAct.Yes No Indicate by check mark if the registrant is not required to file reports pursuant

5、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 SecuritiesExchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file suchreport

6、s),and(2)has been subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 mont

7、hs(or for such shorter period that2025/2/12 02:13amed-20231231https:/www.sec.gov/Archives/edgar/data/896262/000089626224000014/amed-20231231.htm1/145the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated file

8、r,a non-accelerated filer,a smallerreporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smallerreporting company,”and emerging growth company in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated file

9、rSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indi

10、cate by check mark whether the registrant has filed a report on and attestation to its managements assessment of theeffectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)bythe registered public accounting firm that prepared or is

11、sued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of th

12、ose error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any 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 Ru

13、le 12b-2 of the Act).Yes No The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant,based on the lastsale price as quoted by the NASDAQ Global Select Market on June 30,2023(the last business day of the registrants most recentlycompleted second fi

14、scal quarter)was$2.6 billion.For purposes of this determination,shares beneficially owned by executiveofficers,directors and ten percent stockholders have been excluded,which does not constitute a determination that such persons areaffiliates.As of February 16,2024,the registrant had 32,667,631 shar

15、es of Common Stock outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrants definitive Proxy Statement for its 2024 Annual Meeting of Stockholders(the“2024 Proxy Statement”)are incorporated by reference into Part II “Securities Authorized For Issuance Under Equity Compensation Plan

16、s”and Part III ofthis Form 10-K,or,in the event the registrant does not prepare and file such 2024 Proxy Statement,will be provided instead by anamendment to this report containing the applicable disclosures within 120 days after the end of the fiscal year covered by thisreport.With the exception of

17、 those portions which are specifically incorporated by reference in this report,any such ProxyStatement is not deemed to be filed or incorporated by reference as part of this report.2025/2/12 02:13amed-20231231https:/www.sec.gov/Archives/edgar/data/896262/000089626224000014/amed-20231231.htm2/145TAB

18、LE 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.MINE SAFETY DISCLOSURES37PART II.ITEM 5.MARKET FOR REGISTRANTS COMMON EQUITY,

19、RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES38ITEM 6.RESERVED39ITEM 7.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS40ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK60ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA61I

20、TEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE104ITEM 9A.CONTROLS AND PROCEDURES104ITEM 9B.OTHER INFORMATION107ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS107PART III.ITEM 10.DIRECTORS,EXECUTIVE OFFICERS AND CORPORATE GOVERNAN

21、CE107ITEM 11.EXECUTIVE COMPENSATION107ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS107ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,AND DIRECTOR INDEPENDENCE107ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES107PART IV.ITEM 15.EXHIBITS A

22、ND FINANCIAL STATEMENT SCHEDULES108ITEM 16.FORM 10-K SUMMARY108EXHIBIT INDEX109SIGNATURES1152025/2/12 02:13amed-20231231https:/www.sec.gov/Archives/edgar/data/896262/000089626224000014/amed-20231231.htm3/145SPECIAL CAUTION CONCERNING FORWARD-LOOKING STATEMENTSWhen included in this Annual Report on F

23、orm 10-K,or in other documents that we file with the Securities and ExchangeCommission(“SEC”)or in statements made by or on behalf of the Company,words like“believes,”“belief,”“expects,”“strategy,”“plans,”“anticipates,”“intends,”“projects,”“estimates,”“may,”“might,”“could,”“would,”“should”andsimilar

24、 expressions are intended to identify forward-looking statements as defined by the Private Securities Litigation Reform Actof 1995.These forward-looking statements involve a variety of risks and uncertainties that could cause actual results to differmaterially from those described therein.These risk

25、s and uncertainties include,but are not limited to the following:disruption fromthe proposed merger with UnitedHealth Group with patient,payor,provider,referral source,supplier or management andemployee relationships;the occurrence of any event,change or other circumstances that could give rise to t

26、he termination of themerger agreement with UnitedHealth Group or the inability to complete the proposed transaction on the anticipated terms andtimetable;the risk that necessary regulatory approvals for the proposed merger with UnitedHealth Group are delayed,are notobtained or are obtained subject t

27、o conditions that are not anticipated;the failure of the conditions to the proposed merger to besatisfied;the costs related to the proposed transaction;the diversion of management time on merger-related issues;the risk thattermination fees may be payable by the Company in the event that the merger a

28、greement is terminated under certaincircumstances;reputational risk related to the proposed merger;the risk of litigation or regulatory action related to the proposedmerger;changes in Medicare and other medical payment levels;changes in payments and covered services by federal and stategovernments;f

29、uture cost containment initiatives undertaken by third-party payors;changes in the episodic versus non-episodic mixof our payors,the case mix of our patients and payment methodologies;staffing shortages driven by the competitive labor market;our ability to attract and retain qualified personnel;comp

30、etition in the healthcare industry;our ability to maintain or establish newpatient referral sources;changes in or our failure to comply with existing federal and state laws or regulations or the inability tocomply with new government regulations on a timely basis;changes in estimates and judgments a

31、ssociated with critical accountingpolicies;our ability to consistently provide high-quality care;our ability to keep our patients and employees safe;our access tofinancing;our ability to meet debt service requirements and comply with covenants in debt agreements;business disruptions due tonatural or

32、 man-made disasters,climate change or acts of terrorism,widespread protests or civil unrest;our ability to open carecenters,acquire additional care centers and integrate and operate these care centers effectively;our ability to realize theanticipated benefits of acquisitions,investments and joint ve

33、ntures;our ability to integrate,manage and keep our informationsystems secure;the impact of inflation;and changes in laws or developments with respect to any litigation relating to theCompany,including various other matters,many of which are beyond our control,and such other factors as discussed thr

34、oughoutPart I,Item 1A.Risk Factors of this Annual Report on Form 10-K.Because forward-looking statements are inherently subject to risks and uncertainties,some of which cannot be predicted orquantified,you should not rely on any forward-looking statement as a prediction of future events.We expressly

35、 disclaim anyobligation or undertaking,and we do not intend to release publicly any updates or changes in our expectations concerning theforward-looking statements or any changes in events,conditions or circumstances upon which any forward-looking statement maybe based,except as may be required by l

36、aw.For a discussion of some of the factors discussed above as well as additional factors,see Part I,Item 1A,“Risk Factors”and Part II,Item 7,“Critical Accounting Estimates”within“Managements Discussion andAnalysis of Financial Condition and Results of Operations.”Unless otherwise provided,“Amedisys,

37、”“we,”“us,”“our,”and“the Company”refer to Amedisys,Inc.and our consolidatedsubsidiaries,and when we refer to 2023,2022 and 2021,we mean the twelve month period then ended December 31,unlessotherwise provided.A copy of this Annual Report on Form 10-K for the year ended December 31,2023 as filed with

38、the SEC,including all exhibits,isavailable on our internet website at http:/ on the“Investors”page under the“SEC Filings”link.12025/2/12 02:13amed-20231231https:/www.sec.gov/Archives/edgar/data/896262/000089626224000014/amed-20231231.htm4/145PART IITEM 1.BUSINESSOverviewAmedisys,Inc.is a leading hea

39、lthcare services company committed to helping our patients age in place by providing clinicallyexcellent care and support in the home.Our operations involve serving patients across the United States through our threeoperating divisions:home health,hospice and high acuity care.We divested our persona

40、l care business on March 31,2023.Wedeliver clinically distinct care that best suits our patients needs,whether that is home-based recovery and rehabilitation after anoperation or injury or care that empowers patients to manage a chronic disease through our home health division,hospice care atthe end

41、 of life or delivering the essential elements of inpatient hospital,palliative and skilled nursing facility(SNF)care topatients in their homes through 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 emplo

42、yees in521 care centers in 37 states within the United States and the District of Columbia.Our employees deliver the highest quality careperforming more than 10.6 million visits for more than 469,000 patients annually.Over 3,000 hospitals and 110,000 physiciansnationwide have chosen us as a partner

43、in post-acute care.Due to the age demographics of our patient base,our services are primarily paid for by Medicare which has representedapproximately 73%to 75%of our net service revenue over the last three years.We also remain focused on maintaining a profitableand strategically important managed ca

44、re contract portfolio.We continuously work with our payors to structure innovativecontracts which reward us for providing quality care to our patients.Amedisys is headquartered in Baton Rouge,Louisiana,with an executive office in Nashville,Tennessee.Our common stock iscurrently traded on the NASDAQ

45、Global Select Market under the trading symbol“AMED.”Founded and incorporated inLouisiana in 1982,Amedisys was reincorporated as a Delaware corporation prior to becoming a publicly traded company in August1994.Our strategy is to be the best choice for care wherever our patients call home.We accomplis

46、h this by providing clinically distinctcare,being the employer of choice and delivering operational excellence and efficiency,which when combined,drive growth.Ourmission is to provide best-in-class home health,hospice and high acuity care services allowing our patients to maintain a sense ofindepend

47、ence,quality of life and dignity while delivering industry leading outcomes.We believe that our unwavering dedication toclinical quality and constant focus on both our patients and our employees differentiates us from our competitors.Our Home Health Segment:Our home health segment provides compassio

48、nate healthcare to help our patients recover from surgery or illness,live with chronicdiseases and prevent avoidable hospital readmissions.Our home health footprint includes 346 care centers located in 34 stateswithin the United States and the District of Columbia.Within these care centers,we deploy

49、 our care teams which include skillednurses who are trained,licensed and certified to administer medications,care for wounds,monitor vital signs and provide a widerange of other nursing services;rehabilitation therapists who specialize in physical,speech and occupational therapy;and socialworkers an

50、d aides who assist our patients with completing important personal tasks.We take an empowering approach to helping our patients and their families understand their medical conditions,how to managethem and how to maximize the quality of their lives while living with a chronic disease or other health

51、condition.Our clinicians aretrained to understand the whole patient not just their medical diagnosis.Our commitment to clinical distinction is most evident in our clinical quality measures such as the Quality of Patient Care andPatient Satisfaction star ratings.In the Centers for Medicare and Medica

52、id Services(“CMS”)reports for the April 2024 preview,the Quality of Patient Care star average across all Amedisys providers was 4.35 with 96%of our care centers rated at 4+stars and36 care centers rated at 5 stars.Our Patient Satisfaction star average for the January 2024 release was 3.61(April 2024

53、 previewdata 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 wehave implemented targeted action plans to continue to improve the quality of care we deliver for our patients and further ourculture of quality.22025/2/12 02:13

54、amed-20231231https:/www.sec.gov/Archives/edgar/data/896262/000089626224000014/amed-20231231.htm5/145Our Hospice Segment:Hospice care is designed to provide comfort and support for those who are dealing with a terminal illness.It is a benevolent formof care that promotes dignity and affirms quality o

55、f life for the patient,family members and other loved ones.Individuals with aterminal illness such as cancer,heart disease,pulmonary disease or Alzheimers may be eligible for hospice care if they have a lifeexpectancy of six months or less.Our hospice care teams include nurse practitioners and other

56、 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 theirfamilies and establishing Amedisys as the preferred and preeminent hospice provider in each co

57、mmunity we serve.In order torealize these goals,we invest in tailored training and development for our employees which has led to our teams consistentachievement at or above the national average in family satisfaction results and quality scores,as well as the trust of the healthcarecommunity.Another

58、 element of our approach is our outreach strategy to more fully engage the entire community of eligible patients.Theseoutreach efforts have built our hospice patient population to more accurately represent the causes of death in the communities weserve,with a specific focus on heart disease,lung dis

59、ease and dementia in order to address the historical underrepresentation ofnon-cancer diagnoses.By working to accept every eligible patient who seeks end-of-life care,we fulfill our hospice mission andstrengthen our standing in the community.Our Personal Care Segment:We divested our personal care bu

60、siness on March 31,2023.Our personal care segment provided assistance with the essentialactivities of daily living.See Part II,Item 8,Note 5 Mergers,Acquisitions and Dispositions for additional information.Our High Acuity Care Segment:The acquisition of Contessa Health(Contessa)on August 1,2021 esta

61、blished our high acuity care segment.Our high acuity caresegment has the capability to deliver the essential elements of inpatient hospital,SNF care and palliative care to patients in theirhomes.In connection with the acquisition of Contessa,we obtained interests in a professional corporation that e

62、mploys cliniciansand several joint ventures with health system partners.Additionally,the acquisition provided the Company with an advancedclaims analytic platform,network management and additional capabilities to enter into risk-based arrangements with managed careorganizations.Our joint venture par

63、tners in the high acuity care segment represent national and large regional healthcare systems,each of whichview the ability to provide inpatient level care in patients homes as critical to relieving capacity constraints within their facilities,providing care in a more cost-effective setting and kee

64、ping patients engaged with their health system brand by providing a superiorpatient experience.The patients who utilize our home-based recovery services typically have one or more chronic conditions thathave historically required frequent emergency department visits and inpatient hospital stays.Our

65、patient satisfaction scores forthese home-based programs have consistently exceeded 85%,and we have successfully reduced hospital and skilled nursingreadmission rates compared to historical baselines for these episodes of care.We provide management services to the joint ventures which include the de

66、velopment and implementation of clinical protocols toensure the safe and efficient delivery of services in the home and high quality outcomes;an internally-developed technologyplatform that provides medical documentation,analytics and claims processing capabilities;provider network developmentservic

67、es to ensure that all care resources are available to meet patient needs;and expertise in developing and negotiating contractswith third-party health insurance payors to provide reimbursement for services under risk-based arrangements.Our expertise andcapabilities in these areas deliver value to bot

68、h the health system and the health insurance payor and give us the opportunity forfuture expansion within the healthcare continuum for chronically ill patients,including palliative care services,especially as theU.S.population ages and consumer preferences continue to shift to home-based care.Our jo

69、int venture partnership model withleading healthcare systems and our relationships with health plan insurers facilitate our ability to take and manage additional riskfor this patient population in value-based arrangements.Responding to the Changing Regulatory and Reimbursement Environment:As the gov

70、ernment continues to seek opportunities to refine payment models,we believe that our strategy of becoming a leader inproviding a range of services across the at-home continuum positions us well for the future.Our ability to provide quality homehealth,hospice and high acuity care allows us to partner

71、 with health systems and managed care organizations to improve carecoordination,reduce hospitalizations and lower costs.2025/2/12 02:13amed-20231231https:/www.sec.gov/Archives/edgar/data/896262/000089626224000014/amed-20231231.htm6/14532025/2/12 02:13amed-20231231https:/www.sec.gov/Archives/edgar/da

72、ta/896262/000089626224000014/amed-20231231.htm7/145Acquisitions:On January 20,2023,we acquired the regulatory assets of a home health provider in West Virginia.Financial Information:Financial information for our home health,hospice,personal care(divested on March 31,2023)and high acuity care segment

73、s canbe found in our consolidated financial statements included in this Annual Report on Form 10-K.Amedisys and UnitedHealth Group Incorporated MergerOn June 26,2023,Amedisys,UnitedHealth Group Incorporated,a Delaware corporation(UnitedHealth Group),and AuroraHoldings Merger Sub Inc.,a Delaware corp

74、oration and a wholly owned subsidiary of UnitedHealth Group(Merger Sub),enteredinto an Agreement and Plan of Merger(the Merger Agreement),pursuant to which Merger Sub will merge with and intoAmedisys(the Merger)with Amedisys continuing as the surviving corporation and becoming a wholly owned subsidi

75、ary ofUnitedHealth Group.See Part II,Item 8,Note 5 Mergers,Acquisitions and Dispositions for additional information.Human CapitalOur employees are critical to our vision to lead the future of healthcare in the home.Taking care of our people is our top priority.Our success is directly correlated with

76、 our ability to continue to attract,develop and retain the most qualified and passionatecaregivers.Our work is not just a job but a calling.Our workforce strategy emanates from our core values of Service,Passion,Integrity,Respect,Innovation and Talent SPIRIT.We know that by taking great care of our

77、people,they can continue to provideindustry leading patient care.As of February 16,2024,we employed approximately 19,000 people throughout the United States.We also utilize contractemployees in the normal course of our business.Diversity and Inclusion:We endeavor to create a culture of caregiving wh

78、ere our employees feel as cared for every day as our patients.Success means allteam members feel a sense of belonging,support and empowerment to be their best selves personally and professionally.We havecommitted to giving our employees a voice and have instituted numerous formal listening programs

79、including pulse surveys,focusgroups and town halls to routinely gather feedback from our employees and address any concerns.Our commitment to diversityand inclusion is also broadly reflected across our policies and people practices.In 2023,creating a sense of belonging was a criticaltactic as part o

80、f 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 Resource Groups(ERGs)which foster connection andcommunity within our workforce:(1)Global Black Community,(2)LGBTQIA+,(3)disAbili

81、ties and(4)Military/Veterans.We arealso committed to having a diverse Board of Directors.Women currently comprise over half of the directors on our Board.Talent Acquisition,Retention and Development:We strive to hire,develop and retain top talent.The core of our care delivery model is dependent upon

82、 attracting clinicians,predominately nurses and therapists.We compete for talent by offering a great culture,an opportunity to provide the highest qualityclinical care and competitive market-based compensation.Our compensation plans are designed to deliver a competitive base payas well as attractive

83、 incentive opportunities,primarily for leadership positions,but also to reward quality care.We providesignificant opportunities for development and continuing education as we know that career development is a key component ofattracting and retaining top talent.We continually monitor and assess emplo

84、yee metrics on hiring,retention and terminations togain a deep understanding of our workforce and drive continuous improvement.The increased demand for clinicians has generated continuing pressure on the labor markets.Across the healthcare industry,thenurse workforce especially has become scarcer as

85、 demand for services outstrips supply.Clinicians have become harder to recruitand more costly to employ.Attracting the best people in healthcare and supporting our people with an unrivaled experience are keyinitiatives for the Company to ensure adequate clinical capacity for our patients.Health and

86、Safety:The health and well-being of our employees is of utmost importance to us.We offer a comprehensive benefit package that providesemployees and their families with access to a variety of innovative,flexible and convenient health and wellness programs thatsupport their physical and mental health

87、by providing tools and resources to help them improve or maintain their health status.42025/2/12 02:13amed-20231231https:/www.sec.gov/Archives/edgar/data/896262/000089626224000014/amed-20231231.htm8/145Payment for Our ServicesOur revenues are derived in large part from governmental third-party payor

88、s.Governmental payment programs are subject tostatutory and regulatory changes,retroactive rate adjustments,administrative or executive orders and government fundingrestrictions,all of which may materially increase or decrease the rate of program payments to us for our services.It is possible thatfu

89、ture budget cuts in Medicare and Medicaid may be enacted by Congress and implemented by CMS.Therefore,we cannot assureyou that payments from governmental or private payors will remain at levels comparable to present levels or will,in the future,besufficient to cover the costs allocable to patients e

90、ligible for reimbursement pursuant to such programs.See Part II,Item 7,Managements Discussion and Analysis of Financial Condition and Results of Operations:Overview CMS Payment Updatesfor additional information on the most recent regulations from CMS.Home Health MedicareThe Medicare home health bene

91、fit is available both for patients who need home care following discharge from a hospital andpatients who suffer from chronic conditions that require ongoing,but intermittent,care.As a condition of participation under Medicare,beneficiaries must be homebound(meaning that the beneficiary is unable to

92、 leavehis/her home without a considerable and taxing effort),require intermittent skilled nursing,physical therapy or speech therapyservices and receive treatment under a plan of care established and periodically reviewed by a physician.Services under the Medicare home health benefit are bundled int

93、o 60-day episodes of care.An episode starts the first day a billablevisit is performed and ends 60 days later or upon discharge,if earlier.If a patient is still in treatment on the 60 day,arecertification assessment is undertaken to determine whether the patient needs additional care.If the patients

94、 physiciandetermines that further care is necessary,another episode begins on the 61 day(regardless of whether a billable visit is renderedon that day)and ends 60 days later.Effective January 1,2020,CMS implemented a revised case-mix adjustment methodology,the Patient-Driven Groupings Model(PDGM).PD

95、GM uses a 30-day period of care rather than a 60-day episode of care as the unit of payment.Under PDGM,each60-day episode includes two 30-day periods of care.The table below includes the base 30-day payment rates.PeriodBase 30-Day PaymentJanuary 1,2021 through December 31,2021$1,901 January 1,2022 t

96、hrough 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.CMSestimates that the final rule will result in a 0.8%increase

97、in payments to home health providers.This increase is the result of a3.0%payment update(3.3%market basket adjustment less a 0.3%productivity adjustment)and an increase of 0.4%for the updateto the fixed-dollar loss ratio used in determining outlier payments offset by a permanent adjustment of-2.6%bas

98、ed on thedifference 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 utilizationpayment adjustment.The-2.890%is only half of the tota

99、l proposed adjustment.The remaining adjustment is to be considered infuture rulemaking.Based on our analysis of the final rule,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 through calendar year

100、 2026;however,CMS has elected not to 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 tradeassociation,filed suit against CMS in the United States District Court for the District of Columb

101、ia over the implementation of thepayment cuts CMS made in the Calendar Year 2023 Home Health Final Rule effective January 1,2023;that litigation remainspending.PDGM uses timing,admission source,functional impairment levels and principal and other diagnoses to case-mix adjust payments.The case-mix ad

102、justed payment for a 30-day period of care is subject to additional adjustments based on certain variables,including,but not limited to(a)an outlier payment if our patients care was unusually costly(capped at 10%of total reimbursementper provider number);(b)a low utilization payment adjustment(“LUPA

103、”)if the number of visits provided was less than theestablished threshold,which ranges from two to six visits and varies for every case-mix group under PDGM;(c)a partial paymentif a patient transferred to another provider or from another provider before completing the 30-day period of care;and(d)the

104、applicable geographic wage index.Payments for routine and non-routine supplies are included in the 30-day payment rate.thst52025/2/12 02:13amed-20231231https:/www.sec.gov/Archives/edgar/data/896262/000089626224000014/amed-20231231.htm9/145As a Medicare provider,we are subject to periodic audits by t

105、he Medicare program,and that program has various rights andremedies against us if they assert that we have overcharged the program or failed to comply with program requirements.Homehealth providers are subject to pre-and post-payment reviews for compliance with Medicare coverage guidelines and medic

106、alnecessity.Adjustments on this basis may include individual claims adjustments or overpayment determinations based on anextrapolated sample of claims.Medical necessity reviews evaluate whether services are clinically appropriate in terms offrequency,type,extent,site and duration.Technical billing a

107、nd documentation reviews focus on documentation of services.Medicare and other payors may reject or deny claims for payment if the underlying documentation does not support the medicalnecessity of services or fails to establish satisfaction of a coverage rule,such as if a provider is unable to perfo

108、rm periodic therapyassessments required by coverage criteria or cannot provide appropriate billing documentation,acceptable physician authorizationsor face-to-face documentation.Medicare can reopen previously filed and reviewed claims and deny coverage of the services and require us to repay anyover

109、charges,as well as make deductions from future amounts due to us.In the ordinary course of business,we appeal the Medicareand Medicaid programs denial of claims that we believe are inappropriate in an effort to recover the denied claims.Home Health Non-MedicarePayments from non-Medicare payors are e

110、ither a percentage of Medicare rates,per-visit rates or case rates depending upon theterms and conditions established with such payors.Reimbursements from our non-Medicare payors that are based on Medicarerates are paid in a similar manner and subject to the same adjustments as discussed above for M

111、edicare;however,these rates canvary based upon negotiated terms which generally range from 90%to 100%of Medicare rates.Approximately 30%of ourmanaged care contract volume affords us the opportunity to receive additional payments if we achieve certain quality or processmetrics as defined in each cont

112、ract(e.g.star ratings and acute-care hospitalization rates).Hospice MedicareThe Medicare hospice benefit is available when a physician and specific clinical findings support a diagnosis of a terminalcondition where the patient has a terminal diagnosis of six months or less.Hospice care is evaluated

113、in benefit periods:two 90-daybenefit periods followed by an unlimited number of 60-day benefit periods.Payments are based on daily rates for each day abeneficiary is enrolled in the hospice benefit.Payments are made according to a fee schedule that has four different levels of care:routine home care

114、,continuous home care,inpatient respite care and general inpatient care.The daily payment rates are intended tocover costs that hospices incur in furnishing services identified in patients care plans,based on specific levels of care.Paymentsare adjusted by a wage index to reflect health care labor c

115、osts across the country and are established annually through federallegislation.On July 28,2023,CMS issued the final rule to update hospice payment rates and the wage index for fiscal year 2024,effective forservices provided beginning October 1,2023.CMS estimates hospices serving Medicare beneficiar

116、ies will see a 3.1%increase inpayments.This increase is the result of a 3.3%market basket adjustment as required under the Patient Protection and AffordableHealth Care Act and the Health Care and Education Reconciliation Act(PPACA)less a 0.2%productivity adjustment.Additionally,CMS increased the agg

117、regate cap amount by 3.1%to$33,494.Based on our analysis of the final rule,we expect ourimpact 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 60days.In addition to the two routine rates,

118、Medicare also reimburses for a service intensity add-on(“SIA”).The SIA is based onvisits made in the last seven days of life by a registered nurse or medical social worker for patients in a routine level of care.Adjustments for eligibility and technical billing requirements may be made to Medicare r

119、evenue based on the same claimsprocessing reviews described above for home health services when we find we are unable to obtain appropriate billingdocumentation,authorizations or face-to-face documentation and other reasons unrelated to credit risk.Two caps limit the amount of payment that any indiv

120、idual hospice provider number can receive in a single year.Generally,eachhospice care center has its own provider number;however,where we have created branch care centers to help our parent carecenters serve a geographic location,the parent and branch have the same provider number.Inpatient Cap:The

121、inpatient cap limits the number of days of inpatient care an agency may provide to not more than 20percent of its total patient care days.The daily Medicare payment rate for any inpatient days of service that exceed the capis set at the routine home care rate,and the provider is required to reimburs

122、e Medicare for any amounts it receives inexcess of the cap.Overall Payment Cap:The overall payment cap is an absolute dollar limit on the average annual payment per beneficiarya hospice agency can receive.This cap is calculated by the Medicare Administrative Contractor at the end of each hospicecap

123、period to determine the maximum allowable payments per provider number.2025/2/12 02:13amed-20231231https:/www.sec.gov/Archives/edgar/data/896262/000089626224000014/amed-20231231.htm10/14562025/2/12 02:13amed-20231231https:/www.sec.gov/Archives/edgar/data/896262/000089626224000014/amed-20231231.htm11

124、/145We estimate our potential cap exposure using information available for both inpatient day limits as well as per beneficiary capamounts.The total cap amount for each provider is calculated by multiplying the number of beneficiaries electing hospice careduring the period by a statutory amount that

125、 is indexed for inflation.Payment rates for hospice care,the hospice cap amount and the hospice wage index are updated annually according to Section1814(i)(1)(C)(ii)(VII)of the Social Security Act(SSA),which requires CMS to use the inpatient hospital market basket,adjustedfor multifactor productivit

126、y and other adjustments as specified in the SSA,to determine the hospice payment update percentage.The caps are subject to annual and retroactive adjustments,which can cause providers to be required to reimburse the Medicareprogram if such caps are exceeded.Our ability to stay within these caps depe

127、nds on a number of factors,each determined on aprovider 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

128、bill and are paid by these 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 insuranceplans provide for fixed payment rates for a 30-day or 60-day episode of care

129、indexed to assigned patient diagnoses in return for ourobligation to assume risk for the coordination and payment of required medical services necessary to treat the medical condition forwhich the patient was diagnosed in a home-based setting.Contracts with health system partners provide for payment

130、s on a perdiem basis at the contracted rate for each day during the remainder of an inpatient acute stay serviced at the patients home.The contracted payment rates with health insurance plans and health system partners are developed by our medical economics teamusing historical claims and inpatient

131、admission data provided by the respective health insurance plan or health system partner.Thedata includes medical costs incurred outside of a patients historical inpatient stay that may be expected to continue under ourprogram and an estimate of the cost of the medical services under our program whi

132、ch will replace the patients inpatient hospitalstay.We mitigate the risk of excessive program medical costs by ensuring that we enroll eligible members into the plan,byeffectuating clinically effective plans of care and by ensuring that all covered services are related to the condition for which the

133、patient was admitted to 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

134、to help monitor and promote adherence with Medicare requirements.Coding Specified international classification of disease(ICD)diagnosis codes are assigned to each of our patientsbased on their particular health conditions(such as diabetes,coronary artery disease or congestive heart failure).Becausec

135、oding regulations are complex and are subject to frequent change,we maintain controls surrounding our coding process.To reduce the associated risk of coding failures,we provide annual update training to clinical managers,as needed trainingto care center directors and clinical managers and training d

136、uring orientation for new employees to ensure accurateinformation is gathered and provided to our coding team.In addition,our electronic medical records system(HomecareHomebase)includes automated edits for home health and hospice based on pre-defined compliance metrics.For homehealth,we also provide

137、 monthly specialized coding education,obtain outside expert coding instruction and have certifiedcoders 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

138、 and utilize outside expertregulatory services if necessary.Regulatory requirements allow patients to be eligible for home health care benefits ifthrough a face-to-face visit with a physician or a qualified non-physician practitioner,they are considered homebound andit is determined that skilled nur

139、sing,physical therapy or speech therapy services are required.These clinical services mayinclude:educating the patient about their disease,assessment and observation of disease status,delivery of clinical skillssuch as wound care,administration of injections or intravenous medications,management and

140、 evaluation of a patientsplan of care,physical therapy services to assist patients with functional limitations and speech therapy services for speechor swallowing disorders.Patients eligible for hospice care are terminally ill(with a life expectancy of six months or less ifthe illness runs its norma

141、l course).Our hospice program provides care and72025/2/12 02:13amed-20231231https:/www.sec.gov/Archives/edgar/data/896262/000089626224000014/amed-20231231.htm12/145support to our terminally ill patients with a six-month prognosis and their families through services including medicalcare,counseling,s

142、piritual care,pre-bereavement and bereavement support,medication management and neededequipment and supplies for the terminal illness and all related conditions.Our high acuity care clinical protocols includeutilization of the Milliman Clinical Guidelines(MCG)criteria to ensure that patients are eli

143、gible for inpatient level care,in-person evaluations by hospital-based physicians to determine the patients clinical eligibility for home-based inpatientcare,social and behavioral assessments to determine safety of the patients home setting and an informed consentrequirement to ensure that the patie

144、nt and caregivers are comfortable with the delivery of inpatient level care in the home.Billing We maintain controls over our billing processes to help promote accurate and complete billing.Processes andcontrols have been implemented to ensure that prior to the submission of any bills,the visit/occu

145、rrence was completed,documented sufficiently by an appropriate clinician and/or provider,and that the billed claim complies with all regulatoryand payor requirements.Examples of process monitoring controls include conducting annual billing compliance testing,user access reviews for billing systems a

146、nd use of automated daily billing operational indicators.We take promptcorrective action with employees who knowingly fail to follow our billing policies and procedures.Patient Recertification In order to be recertified for an additional home health episode of care,a patient must continueto meet qua

147、lifying criteria and have a continuing medical need that requires the skills of a nurse or therapist.Changes inthe patients condition may require changes to the patients medical regimen or modified care protocols within the episodeof care.The patients progress towards established goals is evaluated

148、prior to recertification.As with the initial episode ofcare,a recertification requires orders from the patients physician.Before any employee recommends recertification to aphysician,we conduct a care center level,multidisciplinary care team conference.Specific tools are used to ensure that thepatie

149、nt continues to meet coverage criteria prior to recertifying.Hospice recertification for additional benefit periods ofcare requires continued demonstration of a terminal prognosis as determined by the hospice physician in collaborationwith the attending physician and the interdisciplinary care team.

150、Compliance We develop,implement and maintain ethics and compliance programs as a component of the centralizedcorporate services provided to our home health,hospice and high acuity-care service lines.Our ethics and complianceprogram includes a Code of Conduct for our employees,officers,directors,cont

151、ractors and affiliates and a disclosureprogram for reporting regulatory or ethical concerns to our compliance team through a confidential hotline,which isaugmented by exit surveys of departing employees.We promote a culture of compliance within our company througheducational presentations,newsletter

152、s and persistent messaging from our senior leadership to our employees stressing theimportance of strict compliance with legal requirements and company policies and procedures.Additionally,we havemandatory compliance training and testing for all new employees upon hire and annually for all staff the

153、reafter.We alsomaintain a robust compliance audit program focusing on key risk areas.Our Regulatory EnvironmentWe are highly regulated by federal,state and local authorities.The healthcare industry is subject to numerous laws,regulations andrules including,among others,those related to government he

154、althcare participation requirements,licensure and accreditations,reimbursement for patient services,health information privacy and security and Medicare and Medicaid fraud and abuseprohibitions(including,but not limited to,federal statutes and regulations prohibiting kickbacks and other illegal indu

155、cements topotential referral sources,self-referrals by physicians and false claims submitted to federal health care programs).Regulations andpolicies frequently change,and we monitor changes through our internal government affairs department,as well as multiple tradeand governmental publications and

156、 associations.Our home health and hospice subsidiaries are certified by CMS and therefore are subject to the rules and regulations of theMedicare system.Additionally,all of our business lines are subject to federal,state and local laws and regulations dealing withissues such as occupational safety,e

157、mployment,medical leave,insurance,civil rights,discrimination,building codes,data privacy,data security and recordkeeping.We have set forth below a discussion of the regulations that we believe most significantly affectour businesses.82025/2/12 02:13amed-20231231https:/www.sec.gov/Archives/edgar/dat

158、a/896262/000089626224000014/amed-20231231.htm13/145Licensure,Certificates of Need(CON),Permits of Approval(POA)and Facility Need Review(FNR)Home health and hospice care centers operate under licenses granted by the health authorities of their respective states.Some statesrequire health care provider

159、s(including hospice and home health agencies)to obtain prior state approval for the purchase,construction or expansion of health care locations,capital expenditures exceeding a prescribed amount or changes in services.Additionally,certain states,including a number in which we operate,carefully restr

160、ict new entrants into the market based ondemographic and/or demonstrative usage of additional providers.These states limit the entry of new providers or services and theexpansion of existing providers or services in their markets through a CON,POA or FNR process,which is periodically evaluatedand up

161、dated as required by applicable state law.For those states that require a CON,POA or FNR,the provider must complete aseparate application process establishing a location and must receive required approvals.To the extent a CON,POA,FNR or other similar approvals are required to expand our operations,o

162、ur expansion could beadversely affected by the inability to obtain the necessary approvals,changes in the standards applicable to those approvals andpossible delays and expenses associated with obtaining those approvals.In some instances,other providers in the market may fileopposition to a CON,POA

163、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 authoritythat determines the local service area for the home health or hospice care centers.Currently,state health authoriti

164、es in 19 states andthe District of Columbia require a CON or,in the State of Arkansas,a POA,in order to establish and operate a home health carecenter,and state health authorities in 15 states and the District of Columbia require a CON or,in the State of Louisiana,a FNR,tooperate a hospice care cent

165、er.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 New Jersey2 New York6 North Carolina137Rhode Island12South C

166、arolina26 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 United States Department of Health and Human Services(HHS)an

167、d CMS in order to participate in the Medicare program and receive Medicare payments.Sections 1861(o)and 1891 ofthe SSA,42 CFR 484.1 et seq.,establish the conditions that a home health agency(HHA)must meet in order to participate in theMedicare program.Section 1861(dd)of the SSA,42 CFR 418.1,et seq.,

168、establishes the conditions that a hospice provider mustmeet in order to participate in the Medicare program.Among other things,these regulations,applicable to HHAs and hospices,respectively,known as conditions of participation and/or conditions of payment(“COPs”),relate to the type of facility,itspe

169、rsonnel and its standards of medical care,as well as its compliance with federal,state and local laws and regulations.AdditionalCOPs applicable to HHAs focus on the safe delivery of quality care provided to patients and the impact92025/2/12 02:13amed-20231231https:/www.sec.gov/Archives/edgar/data/89

170、6262/000089626224000014/amed-20231231.htm14/145of that care on patient outcomes through the protection and promotion of patients rights,care planning,delivery and coordinationof services and streamlining of regulatory requirements.CMS has adopted alternative sanction enforcement options which allow

171、CMS(i)to impose temporary management,direct plans ofcorrection or direct training and(ii)to impose payment suspensions and civil monetary penalties in each case on providers out ofcompliance with the COPs.CMS engages or has engaged a number of third-party contractors,including Recovery AuditContract

172、ors(“RACs”),Program Safeguard Contractors(“PSCs”),Zone Program Integrity Contractors(“ZPICs”),UniformProgram Integrity Contractors(UPICs),Medicaid Integrity Contractors(“MICs”)and Supplemental Medical Review Contractors(“SMRCs”),to conduct extensive reviews of claims data and state and federal gover

173、nment health care program laws andregulations applicable to healthcare providers.These audits evaluate the appropriateness of billings submitted for payment.Inaddition to identifying overpayments,audit contractors can refer suspected violations of law to government enforcementauthorities.All provide

174、rs are subject to compliance with various federal,state and local statutes and regulations in the United States andreceive periodic inspection by state licensing agencies to review standards of medical care,equipment and safety.We havededicated internal resources and utilize external parties when ne

175、cessary to monitor and ensure compliance with the variousapplicable federal,state and local laws,rules and regulations,as well as requirements of applicable accrediting organizations.If we fail to comply with applicable laws and regulations,we could be subjected to liabilities,including criminal pen

176、alties,civilpenalties(including the loss of our licenses to operate one or more of our businesses)and/or exclusion of a facility fromparticipation in the Medicare,Medicaid and other federal and state health care programs.If any of our facilities were to lose itsaccreditation or otherwise lose its ce

177、rtification under the Medicare and Medicaid programs,the facility would be unable to receivereimbursement 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,st

178、ate,local and independent review bodyregulations and standards.The requirements for licensure,certification and accreditation are subject to change and,in order toremain qualified,it may become necessary for us to make changes in our facilities,equipment,personnel and services in the future,which co

179、uld have a material adverse impact on our operations.Federal 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 thefederal Anti-Kickback Statute,the Stark or Physician Self-Referral L

180、aw,the False Claims Act,Civil Monetary Penalties Law andvarious state anti-fraud and abuse laws.These laws govern any health care plans or programs that are funded by the United Statesgovernment(other than certain federal employee health insurance benefits/programs),as well as certain state health c

181、are programsthat receive federal funds,such as Medicaid.Our compliance and ethics program is designed to ensure Amedisys meets allapplicable federal and state laws and regulations as well as industry standards.Federal Anti-Kickback Statute(AKS)Subject to certain exceptions,the federal AKS prohibits

182、any offer,payment,solicitation or receipt of any form of remuneration toinduce or reward the referral of business payable under a government health care program or in return for the purchase,lease,order,arranging for,or recommendation of items or services covered under a government health care progr

183、am.The law also forbidsthe offer or transfer of anything of value,including certain waivers of co-payment obligations and deductible amounts,to abeneficiary of Medicare or Medicaid that is likely to influence the beneficiarys selection of health care providers,again,subject tocertain safe harbor exc

184、eptions.Violations of the federal AKS can trigger the False Claims Act and Civil Monetary Penalties Law,potentially resulting in civil fines up to$27,018 for each violation,penalties of up to$120,816(last updated 2023)plus three timesthe amount of the improper remuneration,imprisonment and potential

185、ly,exclusion from furnishing services under any governmenthealth care program.There are also criminal penalties under the AKS,and providers found to be in violation of the federal AKScan be excluded from participation in federal health care programs.102025/2/12 02:13amed-20231231https:/www.sec.gov/A

186、rchives/edgar/data/896262/000089626224000014/amed-20231231.htm15/145Stark or Physician Self-Referral LawThe Stark Law,also known as the Physician Self-Referral Law,prohibits physicians from referring Medicare and Medicaid patientsto entities for the provision of designated health services with which

187、 they or any of their immediate family members have a director indirect financial relationship,unless an exception to the laws prohibition is met.Sanctions for violating the Stark Law includepenalties of up to$29,899 for each violation and up to$199,338(last updated 2023)for schemes to circumvent th

188、e Stark Lawrestrictions.There are a number of exceptions to the self-referral prohibition,including employment contracts and leases,that maybe used so long as the arrangement adheres to certain enumerated requirements.Violations of the Stark Law may also result inpayment denials,False Claims Act scr

189、utiny,additional civil monetary penalties and federal program exclusion.The False Claims ActThe federal False Claims Act(FCA)prohibits false claims or requests for payment for health care services.Under the FCA,thegovernment may penalize any person who knowingly submits,or participates in submitting

190、,claims for payment to the FederalGovernment which are false or fraudulent,or which contain false or misleading information.Any person who knowingly makes oruses a false record or statement to avoid paying the Federal Government,or knowingly conceals or avoids an obligation to paymoney to the Federa

191、l Government,may also be subject to fines under the FCA.Under the FCA,the term“person”means anindividual,company or corporation.The term knowingly means the person(i)has actual knowledge of the information;(ii)actsin deliberate ignorance of the truth or falsity of the information;or(iii)acts in reck

192、less disregard of the truth or falsity of theinformation.The Federal Government has used the FCA to prosecute Medicare and other governmental program fraud in areas such asviolations of the federal Anti-Kickback Statute or the Stark Law,coding errors,billing for services not provided and submittingf

193、alse cost reports.The FCA has also been used to prosecute people or entities that bill services at a higher reimbursement rate thanis allowed and that bill for care that is not medically necessary.In addition to government enforcement,the FCA authorizes privatecitizens to bring qui tam or“whistleblo

194、wer”lawsuits,greatly extending the practical reach of the FCA.The per-claim maximumpenalty is$27,018(last updated 2023).The Fraud Enforcement and Recovery Act of 2009(“FERA”)amended the FCA with the intent of enhancing the powers ofgovernment enforcement authorities and whistleblowers to bring FCA c

195、ases.In particular,FERA attempts to clarify that liabilitymay be established not only for false claims submitted directly to the government,but also for claims submitted to governmentcontractors and grantees.FERA also seeks to clarify that liability exists for attempts to avoid repayment of overpaym

196、ents,including improper retention of federal funds.FERA also included amendments to FCA procedures,expanding the governmentsability to use the Civil Investigative Demand process to investigate defendants,and permitting government complaints andintervention to relate back to the filing of the whistle

197、blowers original complaint.FERA is likely to increase both the volume andliability exposure of FCA cases brought against health care providers.In the Patient Protection and Affordable Care Act(enacted in 2010),Congress enacted requirements related to identifying andreturning overpayments made under

198、Medicare and Medicaid.CMS finalized regulations regarding this so-called“60-day rule,”which requires providers to report and return Medicare and Medicaid overpayments within 60 days of identifying the overpayment.A provider who retains identified overpayments beyond 60 days may be liable under the F

199、CA.“Identification”occurs when aperson“has,or should have through the exercise of reasonable diligence,”identified and quantified the amount of an overpayment.The final rule also established a six-year lookback period,meaning overpayments must be reported and returned if a personidentifies the overp

200、ayment within six years of the date the overpayment was received.Providers must report and returnoverpayments even if they did not cause the overpayment.In addition to the FCA,the Federal Government may use several criminal statutes to prosecute the submission of false or fraudulentclaims for paymen

201、t to the Federal Government.Many states have similar false claims statutes that impose liability for the types ofacts prohibited by the False Claims Act.As part of the Deficit Reduction Act of 2005(the“DRA”),Congress provides states anincentive to adopt state false claims acts consistent with the fe

202、deral FCA.Additionally,the DRA requires providers who receive$5 million or more annually from Medicaid to include information on federal and state false claims acts,whistleblower protectionsand the providers own policies on detecting and preventing fraud in their written employee policies.Civil Mone

203、tary Penalties LawHHS may impose civil monetary penalties(CMP)for a variety of civil offenses related to federal health care programs.Theymay be imposed upon any person or entity who presents,or causes to be presented,certain ineligible claims for medical items orservices,for providing improper indu

204、cements to beneficiaries to obtain services,for payments to limit services to patients and foroffenses related to relationships with excluded individuals,among other things.2025/2/12 02:13amed-20231231https:/www.sec.gov/Archives/edgar/data/896262/000089626224000014/amed-20231231.htm16/145112025/2/12

205、 02:13amed-20231231https:/www.sec.gov/Archives/edgar/data/896262/000089626224000014/amed-20231231.htm17/145Maximum CMP amounts increased in 2023.For example,the penalty for knowing and willful solicitation,receipt,offer orpayment of remuneration for referring an individual for a service or for purch

206、asing,leasing or ordering an item to be paid for by afederal health care program increased from$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 proh

207、ibit kickbacks in exchange for referrals,certain direct or indirect payments or fee-splitting arrangements between health care providers,improper physician referrals,beneficiary inducements and false or improperly billed claims.The available guidance and enforcement activity associated withsuch stat

208、e laws vary considerably but,in some cases,may be stricter than federal law.Federal and State Privacy and Security LawsThe Health Insurance Portability and Accountability Act of 1996(HIPAA)requires us to comply with standards for the exchangeof health information within our company and with third pa

209、rties,such as payors,business associates and patients.These includestandards for common health care transactions,such as claims information,plan eligibility and payment information,standards forthe use of electronic signatures and unique identifiers for providers,employers,health plans and individua

210、ls as well as standards forprivacy,security and breach notification and enforcement.The HIPAA transaction regulations establish form,format and data content requirements for most electronic health caretransactions,such as health care claims that are submitted electronically.The HIPAA privacy regulat

211、ions establish comprehensiverequirements relating to the use and disclosure of protected health information.The HIPAA security regulations establish minimumstandards for the protection of protected health information that is stored or transmitted electronically.The HIPAA breachnotification regulatio

212、ns establish the applicable requirements for notifying individuals,HHS and the media in the event of a databreach affecting protected health information.Violations of the privacy,security and breach notification regulations are punishableby civil and criminal penalties and administrative fines and p

213、enalties and/or additional reporting and oversight obligations ifrequired to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance.Currently,civil monetary penalties for HIPAA violations can range from$137 per violation to a maximum fine

214、of$2.067 millionfor multiple violations of the same provision during a calendar year.To date,the largest penalty imposed by HHS following a databreach is$16 million.State attorneys general may also bring civil enforcement actions under HIPAA,and attorneys general areactively engaged in enforcement.T

215、hese penalties could be in addition to other penalties assessed by a state for a breach whichwould 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 wi

216、ll besubject to financial penalties for violations of HIPAA.In addition,the Secretary of HHS is required to perform periodic audits toensure covered entities(and their business associates,as that term is defined under HIPAA)comply with the applicable HIPAArequirements,increasing the likelihood that

217、a HIPAA violation will result in an enforcement action.In addition to the federal HIPAA regulations,most states also have laws that protect the confidentiality of health information andother personally identifiable information,and these laws may be broader in scope with respect to protected health i

218、nformation andother personal information than HIPAA.Some of these laws grant individuals rights with respect to personal information.We maybe required to expend significant resources to comply with these laws.Further,all 50 states,the U.S.territories and the District ofColumbia have adopted data bre

219、ach notification laws that impose,in varying degrees,an obligation to notify affected personsand/or state regulators in the event of a data breach or compromise,including when their personal information has or may havebeen accessed by an unauthorized person.Some state breach notification laws may al

220、so impose physical and electronic securityrequirements regarding the safeguarding of personal information,such as social security numbers and bank and credit card accountnumbers.Violation of state privacy,security and breach notification laws can trigger significant monetary penalties.In addition,ce

221、rtain states privacy,security and data breach laws,including,for example,the California Consumer Privacy Act,as amended bythe California Privacy Rights Act,include private rights of action that may expose us to private litigation regarding our privacypractices and significant damages awards or settl

222、ements in civil litigation.122025/2/12 02:13amed-20231231https:/www.sec.gov/Archives/edgar/data/896262/000089626224000014/amed-20231231.htm18/145U.S.Food and Drug Administration(FDA)RegulationThe FDA regulates medical device user facilities,which include home health care providers.FDA regulations re

223、quire user facilitiesto report patient deaths and serious injuries to the FDA and/or the manufacturer of a device used by the facility if the device mayhave caused or contributed to the death or serious injury of any patient.FDA regulations also require user facilities to maintain filesrelated to ad

224、verse events and to establish and implement appropriate procedures to ensure compliance with the above reporting andrecordkeeping requirements.User facilities are subject to FDA inspection,and noncompliance with applicable requirements mayresult in warning letters or sanctions including civil moneta

225、ry penalties,injunction,product seizure,criminal fines and/orimprisonment.The Improving Medicare Post-Acute Care Transformation ActIn October 2014,the Improving Medicare Post-Acute Care Transformation Act(“IMPACT Act”)was signed into law requiring thereporting of standardized patient assessment data

226、 for quality improvement,payment and discharge planning purposes across thespectrum of post-acute care providers(“PACs”),including skilled nursing facilities and home health agencies.The IMPACT Actrequires PACs to report:(1)standardized patient assessment data at admission and discharge;(2)quality m

227、easures,includingfunctional status,skin integrity,medication reconciliation,incidence of major falls and patient preference regarding treatment anddischarge;and(3)resource use measures,including Medicare spending per beneficiary,discharge to community andhospitalization rates of potentially preventa

228、ble readmissions.Failure to report such data when required would subject a facility to atwo percent reduction in market basket prices then in effect.The IMPACT Act further requires HHS and the Medicare Payment Advisory Commission(“MedPAC”),a commission chartered byCongress to advise it on Medicare p

229、ayment issues,to study alternative PAC payment models,including payment based uponindividual patient characteristics and not care setting,with corresponding Congressional reports required based on such analysis.The IMPACT Act also includes provisions impacting Medicare-certified hospices,including:(

230、1)increasing survey frequency forMedicare-certified hospices to once every 36 months;(2)imposing a medical review process for facilities with a high percentage ofstays in excess of 180 days;and(3)updating the annual aggregate Medicare payment cap.Review Choice Demonstration for Home Health Services(

231、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 all claims or minimal post-payment review with a 25%payment reduction for all home health services.Under the pre-claim review and post-payment review

232、 options,provider claims are reviewed for every episode of care until theappropriate claim approval rate(90%based on a minimum of ten pre-claim requests or claims submitted)is reached.Further,oncethe appropriate claim approval rate is reached and maintained for six months,a provider can elect to opt

233、 out of pre-claim review orpost-payment review of all claims and choose selective post-payment review,a spot check of a statistically valid random sample ofclaims determined by the Medicare Administrative Contractor(MAC)to ensure continued compliance.Amedisys has elected thepre-claim review option.T

234、he demonstration initially applied to HHA providers in Florida,Illinois,North Carolina,Ohio and Texas,with the option to expand after five years to other states in the Medicare Administrative Contractor Jurisdiction M(Palmetto).CMSadded Oklahoma to the demonstration effective December 31,2023.Target

235、ed Probe and Educate Program(TPE)CMS TPE program is designed to help reduce provider claim denials and educate providers on appropriate billing practices.Underthe TPE program,MACs use data analysis to identify providers who have high claim error rates,unusual billing practices orprovide services tha

236、t have high national error rates.If a provider is selected for a TPE review by a MAC,the initial volume ofclaims reviewed is limited to 20 to 40 claims.If the provider is deemed compliant,it will not be reviewed on the particular topic forthat review for one year;however,if errors are identified,the

237、 provider has 45 days to make changes and improvements.If aprovider cannot correct the errors after the 45-day period,it will be referred to one-on-one education sessions.The TPE process caninclude up to three rounds of claims review,if necessary,with corresponding provider education and a subsequen

238、t period to allowfor improvement.If results do not improve sufficiently after three rounds,the MAC may refer the provider to CMS for furtheraction which may include 100%prepay review,extrapolation,referral to a Recovery Auditor and/or referral for revocation from theMedicare program.Home Health Valu

239、e-Based PurchasingOn January 1,2016,CMS implemented Home Health Value-Based Purchasing(HHVBP).The HHVBP model was designed togive Medicare-certified home health agencies incentives or penalties in order to provide higher quality and more efficient care.InNovember 2021,CMS issued the Calendar Year 20

240、22 Home Health Final Rule for Medicare home health providers2025/2/12 02:13amed-20231231https:/www.sec.gov/Archives/edgar/data/896262/000089626224000014/amed-20231231.htm19/145132025/2/12 02:13amed-20231231https:/www.sec.gov/Archives/edgar/data/896262/000089626224000014/amed-20231231.htm20/145which

241、provided for the expansion of the HHVBP model to all 50 states beginning January 1,2023 with calendar year 2023 beingthe first performance year and calendar year 2025 being the first payment year with a proposed maximum payment adjustment,upor down,of 5%.HHAs receive adjustments to their Medicare fe

242、e-for-service payments based on their performance against a set of quality measures,relative to their peers performance.Performance on these quality measures in a specified year(performance year)impacts paymentadjustments in a later year(payment year).Cohorts are determined based on each HHAs unique

243、 beneficiary count in the priorcalendar year.HHAs are assigned to either a nationwide larger-volume cohort or a nationwide smaller-volume cohort in order togroup HHAs that are of similar size and are more likely to receive scores on the same set of measures for purposes of settingbenchmarks and achi

244、evement thresholds and determining payment adjustments.Home Health Payment ReformOn February 9,2018,Congress passed the Bipartisan Budget Act of 2018(BBA of 2018),which provided for a targetedextension of the home health rural add-on payment,a reduction of the 2020 market basket update,modification

245、of eligibilitydocumentation requirements and reform to the Home Health Prospective Payment System(HHPPS).The HHPPS reformincluded the following parameters:for home health units of service beginning on January 1,2020,a 30-day payment system was tobe applied;the transition to the 30-day payment system

246、 was to be budget neutral;and CMS was to conduct at least one TechnicalExpert Panel during 2018,prior to any notice and comment rulemaking process,related to the design of any new case-mixadjustment model.The Calendar Year 2019 Home Health Final Rule updated the Medicare HHPPS and finalized the impl

247、ementation of an alternativecase-mix adjustment methodology,PDGM,which became effective on January 1,2020.PDGM adjusted payments to home healthagencies based on patient characteristics for 30-day periods of care.While the payment changes were to be implemented in abudget neutral manner to the indust

248、ry,the ultimate impact varied by provider based on factors including patient mix and admissionsource.Additionally,CMS made assumptions about behavior changes that were expected to occur as a result of the transition toPDGM.The behavior change assumptions were finalized in the Calendar Year 2020 Home

249、 Health Final Rule released on October31,2019 and resulted in a 4.36%reduction to reimbursement.The behavior changes were related to coding practices,lowutilization payment adjustment(LUPA)management and co-morbidities.CMS is required by law to analyze data for calendaryears 2020-2026,retrospectivel

250、y,to determine the impact of the difference between assumed and actual behavior changes and tomake any such payment changes as are necessary to offset or supplement the adjustments based on anticipated behavior.On October 31,2022,CMS issued the Home Health Final Rule for Medicare home health provide

251、rs for calendar year 2023,whichfinalized a methodology for analyzing differences between assumed and actual behavior changes and determined that a permanentadjustment was needed.The 2023 Final Rule included a-3.5%permanent reduction to reimbursement based on the differencebetween assumed and actual

252、behavior changes resulting from the implementation of PDGM.The-3.5%permanent adjustment wasderived from a-3.925%adjustment which was only applied to the 30-day payment rate and not the low utilization paymentadjustment.The-3.925%was only half of the total proposed adjustment.The remaining adjustment

253、 was to be considered in futurerulemaking.On July 5,2023,the National Association for Home Care and Hospice(NAHC),the leading national home health tradeassociation,filed suit against CMS in the United States District Court for the District of Columbia over the implementation of thepayment cuts in th

254、e Calendar Year 2023 Home Health Final Rule effective January 1,2023;that litigation remains pending.On November 1,2023,CMS issued the Home Health Final Rule for Medicare home health providers for calendar year 2024.CMSestimates that the final rule will result in an 0.8%increase in payments to home

255、health providers.This increase is the result of a3.0%payment update(3.3%market basket adjustment less a 0.3%productivity adjustment)and an increase of 0.4%for the updateto the fixed-dollar loss ratio used in determining outlier payments offset by a permanent adjustment of-2.6%based on thedifference

256、between assumed and actual behavior changes resulting from the implementation of PDGM.Similar to the 2023permanent adjustment,the-2.6%permanent adjustment was derived from a-2.890%adjustment which was only applied to the 30-day payment rate and not the low utilization payment adjustment.The-2.890%wa

257、s only half of the total proposed adjustment.Theremaining adjustment is to be considered in future rulemaking.Based on our analysis of the final rule,we expect our impact to bein line with the 0.8%increase.142025/2/12 02:13amed-20231231https:/www.sec.gov/Archives/edgar/data/896262/000089626224000014

258、/amed-20231231.htm21/145In addition to permanent adjustments,CMS also has the discretion to make temporary adjustments through calendar year 2026;however,CMS has elected not to implement a temporary adjustment for calendar year 2024.Environmental and Climate Change MattersWe are committed to transpa

259、rency around our environmental footprint and climate-related risks and opportunities.We have adoptedan integrated approach to address the impacts of climate change on our business,with cross-disciplinary teams responsible formanaging climate-related activities,initiatives and policies.Strategies and

260、 progress toward our goals are reviewed with seniorleadership and the Nominating and Corporate Governance Committee of our Board of Directors.Additional information about ourenvironmental and climate activities can be found in our annual Environmental,Social and Governance Report,which is availableo

261、n our website.Reference to our website does not constitute incorporation by reference of the information contained on the websiteand should not be considered part of this document.For more information regarding climate change and its possible adverse impacton us,see“Item 1A.Risk Factors Risks Relate

262、d to Our Operations Our operations could be impacted by war,terrorism,natural or man-made disasters and climate change”in this Annual Report on Form 10-K.Our CompetitorsThere are few barriers to entry in the home health and hospice jurisdictions that do not require a CON,POA or FNR.Our primarycompet

263、ition in these jurisdictions comes from local privately and publicly-owned and hospital-owned health care providers.Wecompete based on the quality of services,the availability of personnel,expertise of visiting staff and,in certain instances,on theprice of our services.In addition,we compete with a

264、number of non-profit organizations that finance acquisitions and capitalexpenditures on a tax-exempt basis or receive charitable contributions that are unavailable to us.Available InformationOur company website address is .We use our website as a channel of distribution for important companyinformat

265、ion.Important information,including press releases,analyst presentations and financial information regarding ourcompany,is routinely posted on and accessible on the Investor Relations subpage of our website,which is accessible by clicking onthe tab labeled“Investors”on our website home page.Visitors

266、 to our website can also register to receive automatic e-mail andother notifications alerting them when new information is made available on the Investor Relations subpage of our website.Inaddition,we make available on the Investor Relations subpage of our website(under the link“SEC Filings”),free o

267、f charge,ourannual reports on Form 10-K,quarterly reports on Form 10-Q,current reports on Form 8-K,ownership reports on Forms 3,4 and 5and any amendments to those reports as soon as reasonably practicable after we electronically file or furnish such reports with theSecurities and Exchange Commission

268、(SEC).Further,copies of our Certificate of Incorporation and Bylaws,our Code of EthicalBusiness Conduct,our Corporate Governance Guidelines and the charters for the Audit,Compensation,Quality of Care,Compliance and Ethics and Nominating and Corporate Governance Committees of our Board are also avail

269、able on the InvestorRelations subpage of our website(under the link“Governance”).Reference to our website does not constitute incorporation byreference of the information contained on the website and should not be considered part of this document.Our electronically filed reports can also be obtained

270、 on the SECs internet site at http:/www.sec.gov.152025/2/12 02:13amed-20231231https:/www.sec.gov/Archives/edgar/data/896262/000089626224000014/amed-20231231.htm22/145ITEM 1A.RISK FACTORSThe risks described below,and risks described elsewhere in this Form 10-K,could have a material adverse effect on

271、our businessand consolidated financial condition,results of operations and cash flows and the actual outcome of matters as to which forward-looking statements are made in this Form 10-K.The risk factors described below and elsewhere in this Form 10-K are not the onlyrisks faced by Amedisys.Our busin

272、ess and consolidated financial condition,results of operations and cash flows may also bematerially adversely affected by factors that are not currently known to us,by factors that we currently consider immaterial or byfactors that are not specific to us,such as general economic conditions.If any of

273、 the following risks are actually realized,our business and consolidated financial condition,results of operations and cashflows could be materially adversely affected.In that case,the trading price of our common stock could decline.You should refer to the explanation of the qualifications and limit

274、ations on forward-looking statements under“Special CautionConcerning Forward-Looking Statements.”All forward-looking statements made by us are qualified by the risk factors describedbelow.Risk Factor SummaryThe following is a summary of the principal risks that could adversely affect our business,op

275、erations and financial results:The proposed Merger is subject to the satisfaction of certain closing conditions,including government consents andapprovals,some or all of which may not be satisfied or completed within the expected timeframe,if at all.We may not complete the proposed Merger within the

276、 time frame we anticipate or at all,which could have an adverseeffect on our business,financial results and/or operations.We will be subject to various uncertainties while the Merger is pending that may cause disruption and may make it moredifficult to maintain relationships with employees,customers

277、 and other third-party business partners.In certain instances,the Merger Agreement requires us to pay a termination fee to UnitedHealth Group,which could affectthe decisions of a third-party considering making an alternative acquisition proposal.We have incurred,and will continue to incur,direct and

278、 indirect costs as a result of the Merger.Litigation challenging the Merger Agreement may prevent the Merger from being consummated within the expectedtimeframe or at all.Federal and state changes to reimbursement and other aspects of Medicare and Medicaid could have a material adverseeffect on our

279、business and consolidated financial condition,results of operations and cash flows.Future cost containment initiatives undertaken by private third-party payors may limit our future revenue and profitability.Possible changes in the case mix of patients,as well as payor mix and payment methodologies,c

280、ould have a materialadverse effect on our business and consolidated financial condition,results of operations and cash flows.Our failure to negotiate favorable managed care contracts,or our loss of existing favorable managed care contracts,couldhave a material adverse effect on our business and cons

281、olidated financial condition,results of operations and cash flows.Quality reporting requirements may negatively impact Medicare reimbursement.Value-based purchasing may negatively impact Medicare reimbursement.Any economic downturn,deepening of an economic downturn,continued deficit spending by the

282、Federal Government orstate budget pressures may result in a reduction in payments and covered services.A shortage of qualified nursing staff and other clinicians,such as therapists and nurse practitioners,could materiallyimpact our ability to attract,train and retain qualified personnel and could in

283、crease operating costs.We may be more vulnerable to the effects of a public health emergency than other businesses due to the nature of ourpatient population and the physical proximity required by our operations,which could harm our businessdisproportionately to other businesses.Because we are limit

284、ed in our ability to control rates received for our services,our business and consolidated financialcondition,results of operations and cash flows could be materially adversely affected if we are not able to maintain orreduce our costs to provide such services.162025/2/12 02:13amed-20231231https:/ww

285、w.sec.gov/Archives/edgar/data/896262/000089626224000014/amed-20231231.htm23/145If we are unable to consistently provide high quality of care,our business will be adversely impacted.If we are unable to maintain relationships with existing patient referral sources,our business and consolidated financi

286、alcondition,results of operations and cash flows could be materially adversely affected.Our industry is highly competitive,with few barriers to entry in certain states.The success of our high acuity care segment depends on our ability to enter into capitation and other forms of risk-basedcontracts w

287、ith managed care health plans.If we are unsuccessful in obtaining these contracts or if we are unsuccessful inmanaging costs associated with risk-based contracts,our business and consolidated financial condition,results ofoperations and cash flows could be materially adversely affected.Our business

288、depends on our information systems.A cyber-attack,security breach or our inability to effectively integrate,manage and keep our information systems secure and operational could disrupt our operations.Our insurance liability coverage may not be sufficient for our business needs.We may be subject to s

289、ubstantial malpractice or other similar claims.If we are unable to maintain our corporate reputation,our business may suffer.A write off of a significant amount of intangible assets or long-lived assets could have a material adverse effect on ourconsolidated financial condition and results of operat

290、ions.Our operations could be impacted by war,terrorism,natural or man-made disasters and climate change.Inflation in the economy could negatively impact our business and results of operations.Our growth strategy depends on our ability to acquire additional care centers and integrate and operate thes

291、e care centerseffectively,make investments and enter into joint ventures and other strategic relationships.If our growth strategy isunsuccessful or we are not able to successfully integrate newly acquired care centers into our existing operations,ourbusiness and consolidated financial condition,resu

292、lts of operations and cash flows could be materially adversely affected.The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us,and as a result,we may face unexpected liabilities.State efforts to regulate the establishment or expansion of

293、 health care providers could impair our ability to expand ouroperations.Federal regulation may impair our ability to consummate acquisitions or open new care centers.Divestitures or other dispositions could negatively impact our business,and contingent liabilities from businesses that wehave sold co

294、uld adversely affect our business and consolidated financial condition,results of operations and cash flows.We are subject to extensive government regulation.Any changes to the laws and regulations governing our business,or tothe interpretation and enforcement of those laws or regulations,could have

295、 a material adverse effect on our business andconsolidated financial condition,results of operations and cash flows.We face periodic and routine reviews,audits and investigations under our contracts with federal and state governmentagencies and private payors,and these audits could have adverse find

296、ings that may negatively impact our business.If a care center fails to comply with the conditions of participation in the Medicare program,that care center could besubjected to sanctions or terminated from the Medicare program.We are subject to federal and state laws that govern our financial relati

297、onships with physicians and other health careproviders,including potential or current referral sources.The No Surprises Act and similar price transparency initiatives could impact our relationships with patients and insurers.Delays in payment may cause liquidity problems.Changes in units of payment

298、for home health agencies could reduce our Medicare home health reimbursement levels.172025/2/12 02:13amed-20231231https:/www.sec.gov/Archives/edgar/data/896262/000089626224000014/amed-20231231.htm24/145The volatility and disruption of the capital and credit markets and adverse changes in the United

299、States and globaleconomies could impact our ability to access both available and affordable financing,and without such financing,we maybe unable to achieve our objectives for strategic acquisitions and internal growth.Our indebtedness could impact our financial condition and impair our ability to fu

300、lfill other obligations.The agreements governing our indebtedness contain various covenants that limit our discretion in the operation of ourbusiness,and our failure to satisfy requirements in these agreements could have a material adverse effect on our businessand consolidated financial condition,r

301、esults of operations and cash flows.The price of our common stock has been and may continue to be volatile,which could lead to securities litigation broughtagainst us or cause investors to lose the value of their investment.Our Board of Directors may use anti-takeover provisions or issue stock to di

302、scourage a change of control.Our Bylaws designate the Court of Chancery of the State of Delaware or,if the Court of Chancery does not havejurisdiction,the federal court for the District of Delaware,as the sole and exclusive forum for certain types of actions andproceedings that may be initiated by o

303、ur stockholders,which could discourage lawsuits against us and our directors,officers,employees and stockholders.Risks Related to the Proposed Merger with UnitedHealth Group Incorporated(UnitedHealth Group)The proposed Merger is subject to the satisfaction of certain closing conditions,including gov

304、ernment consents and approvals,some or all of which may not 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,whichapproval was obtained on September 8,2023,the

305、expiration or termination of the applicable waiting period(and any extensionthereof)under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,as amended,the receipt of the required state regulatoryapprovals,the absence of any law or order that has the effect of enjoining or otherwise prohibitin

306、g the completion of the Merger,and the expiration or termination of the waiting period(and any extension thereof)applicable to the consummation of thetransactions contemplated by the Merger Agreement under all applicable antitrust laws without the imposition by any governmentalentity of any term,con

307、dition,obligation,requirement,limitation,prohibition,remedy,sanction or other action that has resulted inor would reasonably be expected to result in a Burdensome Condition(as defined in the Merger Agreement).We can provide noassurance that all required consents and approvals will be obtained or tha

308、t all closing conditions will otherwise be satisfied(orwaived,if applicable),and,even if all required consents and approvals can be obtained and all closing conditions are satisfied(orwaived,if applicable),we can provide no assurance as to the terms,conditions and timing of such consents and approva

309、ls or thetiming of the completion of the Merger.Many of the conditions to completion of the Merger are not within our control,and wecannot predict when or if these conditions will be satisfied(or waived,if applicable).Any adverse consequence of the pendingMerger could be exacerbated by any delays in

310、 completion of 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 otherparty(subject to certain exceptions)and performance by each party of its respective obligations under the

311、 Merger Agreement,including an agreement by us to use our reasonable best efforts to carry on our business in all material respects in the ordinarycourse,consistent with past practice,and to preserve our business organization and relationships with customers,suppliers,licensors,licensees and other t

312、hird parties,and to comply with certain operating covenants.In addition,the Merger Agreement maybe 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 Agreement)or(2)by our board of

313、 directors in order for us to enter into adefinitive agreement for an alternative transaction with a third-party with respect to an unsolicited Amedisys Superior Proposal(asdefined in the Merger Agreement).As a result,we cannot assure you that the Merger will be completed,even though ourstockholders

314、 approved the Merger,or that,if completed,it will be exactly on the terms set forth in the Merger Agreement or withinthe 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 onour business,financial results and/o

315、r 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 be beyond our control.If the Merger is not completed for any reason,our stockholders will not receive anypayment for their shares of our commo

316、n stock in connection with the Merger.Instead,we will remain a public company,ourcommon stock will continue to be listed and traded on The Nasdaq Global Select Market and registered under the182025/2/12 02:13amed-20231231https:/www.sec.gov/Archives/edgar/data/896262/000089626224000014/amed-20231231.

317、htm25/145Exchange Act,and we will be required to continue to file periodic reports with the SEC.Moreover,our ongoing business may bematerially adversely affected,and we would be subject to a number of risks,including the following:we may experience negative reactions from the financial markets,inclu

318、ding negative impacts on our stock price,and it isuncertain when,if ever,the price of our shares would return to the prices at which our shares currently trade;we may experience negative publicity,which could have an adverse effect on our ongoing operations including,but notlimited to,retaining and

319、attracting employees,customers,partners,suppliers and others with whom we do business;we will still be required to pay certain significant costs relating to the Merger,such as legal,accounting,financialadvisory,printing and other professional services fees,which may relate to activities that we woul

320、d not have undertakenother than in connection with the Merger;we may be required to pay a termination fee to UnitedHealth Group of$125,000,000,as required under the MergerAgreement under certain circumstances;we may be required to reimburse UnitedHealth Group for the$106,000,000 termination fee paym

321、ent that UnitedHealthGroup,on our behalf,paid to Option Care Health Inc.(OPCH)in connection with the termination of the Agreement andPlan of Merger(the OPCH Merger Agreement),dated as of May 3,2023,by and among Amedisys,OPCH and UintahMerger Sub,Inc.(OPCH Merger Sub)under certain circumstances;while

322、 the Merger Agreement is in effect,we are subject to restrictions on our business activities,including,among otherthings,restrictions on our ability to engage in certain kinds of material transactions that would reasonably be expected tomaterially delay or prevent the consummation of the transaction

323、 contemplated by the Merger Agreement,which couldprevent us from pursuing strategic business opportunities,taking actions with respect to our business that we may consideradvantageous and responding effectively and/or timely to competitive pressures and industry developments,and may,as aresult,mater

324、ially adversely affect our business,results of operations and financial condition;matters relating to the Merger require substantial commitments of time and resources by our management,which couldresult in the distraction of management from ongoing business operations and pursuing other opportunitie

325、s that could havebeen beneficial to us;andwe may commit significant time and resources 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 ourbusiness operations,financial resu

326、lts and stock price,particularly to the extent that the current market price of our common stockreflects 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 moredifficult to maintain relatio

327、nships with employees,customers and other third-party business partners.Our efforts to complete the Merger could cause substantial disruptions in,and create uncertainty surrounding,our business,whichmay materially adversely affect our results of operations and our business.Uncertainty as to whether

328、the Merger will be completedmay affect our ability to recruit prospective employees or to retain and motivate existing employees.Employee retention may beparticularly challenging while the Merger is pending because employees may experience uncertainty about their roles following theMerger.As mention

329、ed above,a substantial amount of our managements and employees attention is being directed toward thecompletion 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 cu

330、stomers.For example,customers,suppliers and other thirdparties may defer decisions concerning working with us or seek to change existing business relationships with us.Changes to ortermination of existing business relationships could adversely affect our revenue,earnings and financial condition,as w

331、ell as themarket price of our common stock.The adverse effects of the pendency of the Merger could be exacerbated by any delays incompletion 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

332、 could affect thedecisions of a third-party considering making an alternative acquisition proposal.Under the terms of the Merger Agreement,we may be required to pay UnitedHealth Group a termination fee of$125,000,000under specified conditions,including in the event the Merger Agreement is terminated

333、 due to a recommendation change by ourboard of directors,the termination of the Merger Agreement by our board of directors in order for us to enter into a definitiveagreement with a third-party for an alternative transaction with respect to an unsolicited Amedisys Superior Proposal or undercertain circumstances where a proposal for an alternative transaction has been made to us and,within 12 month