Compensation Committee

The Compensation Committee reviews and acts on compensation levels and benefit plans for our executive officers, approves director compensation, approves and evaluates the Company’s equity compensation plans, approves the issuance of stock options, nonvested stock, restricted stock, restricted stock units and other ~~factors~~equity-based awards under our equity compensation plans and has the sole authority to retain, and has retained, compensation consultants to advise the Compensation Committee with respect to executive officer and director compensation. It also provides assistance to our Board of Directors in the annual evaluation of our Chief Executive Officer. The Compensation Committee is currently comprised of Teresa L. Kline (Chair), Vickie L. Capps, Julie D. Klapstein and Jeffrey A. Rideout, MD. Our Board of Directors has determined that each member of the Compensation Committee meets the definition of an “outside director” as defined by regulations promulgated pursuant to Section 162(m) of the Internal Revenue Code (to the extent such Code section applies to our compensation practices) and is a “non-employee director” as defined in the SEC’s Rule 16b-3. The Compensation Committee may not delegate any of its authority with respect to approving the compensation (including equity-based compensation) of our directors and executive officers. The Compensation Committee may delegate its authority to approve awards of equity-based compensation to persons other than our directors and executive officers to our Chief Executive Officer. A copy of the Compensation Committee’s charter appears on the “Investors” subpage of our website (www.amedisys.com) under the link “Governance.”

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee identifies and evaluates individuals qualified to become members of the Board of Directors and recommends to our Board of Directors all nominees for election to our Board of Directors. The Nominating and Corporate Governance Committee also provides assistance to our Board of Directors in the annual evaluations of our Board of Directors and its Committees, the review and consideration of corporate governance practices and ongoing board governance education. The Nominating and Corporate Governance Committee also prepares the slate of chairs and members for each of the Board’s standing committees. The Nominating and Corporate Governance Committee is comprised of Molly J. Coye, MD (Chair), Teresa L. Kline, Ivanetta Davis Samuels and Julie D. Klapstein (ex officio). A copy of the Nominating and Corporate Governance Committee’s charter appears on the “Investors” subpage of our website (www.amedisys.com), under the link “Governance.”

Quality of Care Committee

The Quality of Care Committee is currently comprised of Jeffrey A. Rideout, MD (Chair), Molly J. Coye, MD, Julie D. Klapstein and Ivanetta Davis Samuels. The dual purposes of the Quality of Care Committee are to (i) assist our Board of Directors in fulfilling its oversight responsibilities relating to the cost of providing services and supplies, bundled into 60-day episodes of care. An episode starts the first day a billable visit is performed and ends 60 days later or upon discharge, if earlier. If a patient is still in treatment on the 60th day, a recertification assessment is undertaken to determine whether the patient needs additional care. If the patient’s physician determines that further care is necessary, another episode begins on the 61st ~~day (regardless of whether a billable visit is rendered on that day) and ends 60 days later. The table below includes the 60-day base episode payment rates.~~


~~Period~~	Base Episode Payment
~~January 1, 2019 through December 31, 2019~~	$	~~3,154~~
~~January 1, 2020 through December 31, 2020 (only applied to episodes beginning on December 31, 2019 or prior)~~	$	~~3,221~~

Effective January 1, 2020, CMS implemented a revised case-mix adjustment methodology, the Patient-Driven Groupings Model ("PDGM"). PDGM uses a 30-day period of care rather than a 60-day episode of care as the unit of payment, eliminates the use of the number of therapy visits provided in determining payment and relies more heavily on clinical characteristics and other patient information. Under PDGM, each 60-day episode includes two 30-day payment periods. The table below includes the base 30-day payment rates.


~~Period~~	~~Base 30-Day Payment~~
~~January 1, 2020 through December 31, 2020 (only applies to episodes beginning on January 1, 2020 and thereafter)~~	$	~~1,864~~
~~January 1, 2021 through December 31, 2021~~	$	~~1,901~~
~~January 1, 2022 through December 31, 2022~~	$	~~2,032~~

PDGM uses timing, admission source, functional impairment levels and principal and other diagnoses to case-mix adjust payments. The case-mix adjusted payment for a 30-day period of care is subject to additional adjustments based on certain variables, including, but not limited to (a) an outlier payment if our patient's care was unusually costly (capped at 10% of total reimbursement per provider number); (b) a low utilization payment adjustment (“LUPA”) if the number of visits provided was less than the established threshold, which ranges from two to six visits and varies for every case-mix group under PDGM; (c) a partial payment if a patient transferred to another provider or from another provider before completing the 30-day period of care; and (d) the applicable geographic wage index. Payments for routine and non-routine supplies are included in the 30-day payment rate.

As a Medicare provider, we are subject to periodic audits by the Medicare program, and that program has various rights and remedies against us if they assert that we have overcharged the program or failed to comply with program requirements. Home health providers are subject to pre- and post-payment reviews for compliance with Medicare coverage guidelines and medical

necessity. Adjustments on this basis may include individual claims adjustments or overpayment determinations based on an extrapolated sample of claims. Medical necessity reviews evaluate whether services are clinically appropriate in terms of frequency, type, extent, site and duration. Technical billing and documentation reviews focus on documentation of services. Medicare and other payors may reject or deny claims for payment if the underlying documentation does not support the medical necessity of services or fails to establish satisfaction of a coverage rule, such as if a provider is unable to perform periodic therapy assessments required by coverage criteria or cannot provide appropriate billing documentation, acceptable physician authorizations or face-to-face meeting documentation.

Medicare can reopen previously filed and reviewed claims and deny coverage of the services and require us to repay any overcharges, as well as make deductions from future amounts due to us. In the ordinary course of business, we appeal the Medicare and Medicaid program's denial of claims that we believe are inappropriate in an effort to recover the denied claims.

~~Home Health Non-Medicare~~

Payments from Medicaid and private insurance carriers are either a percentage of Medicare rates or per-visit rates depending upon the terms and conditions established with such payors. Reimbursements from our non-Medicare payors that are based on Medicare rates are paid in a similar manner and subject to the same adjustments as discussed above for Medicare; however, these rates can vary based upon negotiated terms which generally range from 95% to 100% of Medicare rates. Approximately 30%review of our ~~managed care contract volume affords us the opportunity to receive additional payments if we achieve certain quality or process metrics as defined~~policies and procedures in ~~each contract (e.g. star ratings and acute-care hospitalization rates).~~

~~Hospice Medicare~~

The Medicare hospice benefit is available when a physician and specific clinical findings support a diagnosis of a terminal condition where the patient has a terminal diagnosis of six months or less. Hospice care is evaluated in benefit periods: two 90-day benefit periods followed by an unlimited number of 60-day benefit periods. Payments are based on daily rates for each day a beneficiary is enrolled in the hospice benefit. Payments are made according to a fee schedule that has four different levels of care: routine home care, continuous home care, inpatient respite care and general inpatient care. The daily payment rates are intended to cover costs that hospices incur in furnishing services identified in patients' care plans, based on specific levels of care. Payments are adjusted by a wage index to reflect health care labor costs across the country and are established annually through federal legislation.

Medicare payments include two separate payment rates for routine care: payments for the first 60 days of care and care beyond 60 days. In addition to the two routine rates, Medicare also reimburses for a service intensity add-on (“SIA”). The SIA is based on visits made in the last seven days of life by a registered nurse or medical social worker for patients in a routine level of care.

Adjustments for eligibility and technical billing requirements may be made to Medicare revenue based on the same claims processing reviews described above for home health services when we find we are unable to obtain appropriate billing documentation, authorizations or face-to-face documentation and other reasons unrelated to credit risk.

Two caps limit the amount of payment that any individual hospice provider number can receive in a single year. Generally, each hospice care center has its own provider number; however, where we have created branch care centers to help our parent care centers serve a geographic location, the parent and branch have the same provider number.

•~~Inpatient Cap:~~ The inpatient cap limits the number of days of inpatient care an agency may provide to not more than 20 percent of its total patient care days. The daily Medicare payment rate for any inpatient days of service that exceed the cap is set at the routine home care rate, and the provider is required to reimburse Medicare for any amounts it receives in excess of the cap.

•~~Overall Payment Cap:~~ The overall payment cap is an absolute dollar limit on the average annual payment per beneficiary a hospice agency can receive. This cap is calculated by the Medicare Administrative Contractor at the end of each hospice cap period to determine the maximum allowable payments per provider number.

We estimate our potential cap exposure using information available for both inpatient day limits as well as per beneficiary cap amounts. The total cap amount for each provider is calculated by multiplying the number of beneficiaries electing hospice care during the period by a statutory amount that is indexed for inflation.

Payment rates for hospice care, the hospice cap amount and the hospice wage index are updated annually according to Section 1814(i)(1)(C)(ii)(VII) of the Social Security Act ("SSA"), which requires CMS to use the inpatient hospital market basket, adjusted for multifactor productivity and other adjustments as specified in the SSA, to determine the hospice payment update percentage. The caps are subject to annual and retroactive adjustments, which can cause providers to be required to reimburse

the Medicare program if such caps are exceeded. Our ability to stay within these caps depends on a number of factors, each determined on a provider number basis, including the average length of stay and mix in level of care.

~~Hospice Non-Medicare~~

Non-Medicare payors pay at rates that differ from established Medicare rates for hospice services, and are based on separate, negotiated agreements. We bill and are paid by these non-Medicare payors based on such negotiated agreements.

~~Personal Care~~

Personal care payments are received from payor clients, including state and local governmental agencies, managed care organizations, commercial insurers and private consumers, based on rates that are either contractual or fixed by legislation.

~~High Acuity Care~~

High acuity care payments are derived from two sources: health insurance plans and health system partners. Contracts with health insurance plans provide for fixed payment rates for a 30-day or 60-day episode of care indexed to assigned patient diagnoses in return for our obligation to assume risk for the coordination and payment of required medical services necessary to treat the medical condition for which the patient was diagnosed in a home-based setting. Contracts with health system partners provide for payments on a per diem basis at the contracted rate for each day during the remainder of an inpatient acuity stay serviced at the patient's home.

The contracted payment rates are developed by our medical economics team using historical claims and inpatient admission data provided by the respective health insurance plan or health system partner. The data includes medical costs incurred outside of a patient’s historical inpatient stay that may be expected to continue under our program and an estimate of the cost of the medical services under our program which will replace the patient’s inpatient hospital stay. We mitigate the risk of excessive program medical costs by ensuring that we enroll eligible members into the plan, by effectuating clinically effective plans of care and by ensuring that all covered services are related to the condition for which the patient was admitted to the program. Additionally, we have purchased episodic stop-loss insurance for certain payor contracts.

~~Controls Over Our Business System Infrastructure~~

~~We establish and maintain processes and controls over coding, clinical operations, billing, patient recertifications and compliance to help monitor and promote adherence with Medicare requirements.~~

•~~Coding –~~ Specified international classification of disease ("ICD") diagnosis codes are assigned to each of our patients based on their particular health conditions (such as diabetes, coronary artery disease or congestive heart failure). Because coding regulations are complex and are subject to frequent change, we maintain controls surrounding our coding process. To reduce the associated risk of coding failures, we provide annual update training to clinical managers, as needed training to care center directors and clinical managers and training during orientation for new employees to ensure accurate information is gathered and provided to our coding team. In addition, our electronic medical records system (Homecare Homebase) includes automated edits for home health and hospice based on pre-defined compliance metrics. For home health, we also provide monthly specialized coding education, obtain outside expert coding instruction and have certified coders review all patient outcome and assessment information sets (“OASIS”) and assign the appropriate ICD code.

•~~Clinical Operations –~~ We provide education on coverage criteria and conditions of participation and utilize outside expert regulatory services if necessary. Regulatory requirements allow patients to be eligible for home health care benefits if through a face-to-face visit with a physician, they are considered homebound and it is determined that skilled nursing, physical therapy or speech therapy services are required. These clinical services may include: educating the patient about their disease, assessment and observation of disease status, delivery of clinical skills such as wound care, administration of injections or intravenous fluids, management and evaluation of a patient’s plan of care, physical therapy services to assist patients with functional limitations and speech therapy services for speech or swallowing disorders. Patients eligible for hospice care are terminally ill (with a life expectancy of six months or less if the illness runs its normal course). Our hospice program provides care and support to our terminally ill patients with a 6-month prognosis and their families through services including medical care, counseling, spiritual care, pre-bereavement and bereavement support, medication management and needed equipment and supplies for the terminal illness and all related conditions. Our high acuity care clinical protocols include utilization of the Milliman Clinical Guidelines ("MCG") criteria to ensure that patients are eligible for inpatient level care, in-person evaluations by hospital-based physicians to determine the patient's clinical eligibility for home-based inpatient care, social and

~~behavioral assessments to determine safety of the patient's home setting and an informed consent requirement to ensure that the patient and caregivers are comfortable~~connection with the delivery of ~~inpatient level care in the home.~~

•~~Billing –~~ We maintain controls over our billing processes to help promote accurate and complete billing. Processes and controls have been implemented to ensure that prior to the submission of any bills, the visit/occurrence was completed, documented sufficiently by an appropriate clinician and/or provider, and that the billed claim complies with all regulatory and payor requirements. Examples of process monitoring controls include conducting annual billing compliance testing, user access reviews for billing systems and use of automated daily billing operational indicators. We take prompt corrective action with employees who knowingly fail to follow our billing policies and procedures.

•~~Patient Recertification –~~ In order to be recertified for an additional home health episode of care, a patient must continue to meet qualifying criteria and have a continuing medical need that requires the skills of a nurse or therapist. Changes in the patient’s condition may require changes to the patient’s medical regimen or modified care protocols within the episode of care. The patient’s progress towards established goals is evaluated prior to recertification. As with the initial episode of care, a recertification requires orders from the patient’s physician. Before any employee recommends recertification to a physician, we conduct a care center level, multidisciplinary care team conference. Specific tools are used to ensure that the patient continues to meet coverage criteria prior to recertifying. Hospice recertification for additional benefit periods of care require continued demonstration of a terminal prognosis as determined by the hospice physician in collaboration with the attending physician and the interdisciplinary care team.

•~~Compliance –~~ We develop, implement and maintain ethics and compliance programs as a component of the centralized corporate services provided to our home health, hospice, personal care and high acuity-care care centers. Our ethics and compliance program includes a Code of Conduct for our employees, officers, directors, contractors and affiliates and a disclosure program for reporting regulatory or ethical concerns to our compliance team through a confidential hotline, which is augmented by exit surveys of departing employees. We promote a culture of compliance within our company through educational presentations, regular newsletters and persistent messaging from our senior leadership to our employees stressing the importance of strict compliance with legal requirements and company policies and procedures. Additionally, we have mandatory compliance training and testing for all new employees upon hire and annually for all staff thereafter. We also maintain a robust compliance audit program focusing on key risk areas.

~~Our Regulatory Environment~~

We are highly regulated by federal, state and local authorities. The healthcare industry is subject to numerous laws, regulations and rules including, among others, those related to government healthcare participation requirements, various licensure and accreditations, reimbursement for patient services, health information privacy and security rules, and Medicare and Medicaid fraud and abuse prohibitions (including, but not limited to, federal statutes and regulations prohibiting kickbacks and other illegal inducements to potential referral sources, self-referrals by physicians and false claims submitted to federal health care programs). Regulations and policies frequently change, and we monitor changes through our internal government affairs department, as well as multiple trade and governmental publications and associations.

Our home health and hospice subsidiaries are certified by CMS and therefore are subject to the rules and regulations of the Medicare system. Additionally, all of our business lines are subject to federal, state and local laws and regulations dealing with issues such as occupational safety, employment, medical leave, insurance, civil rights, discrimination, building codes, privacy and recordkeeping. We have set forth below a discussion of the regulations that we believe most significantly affect our home health and hospice businesses.

~~Licensure, Certificates of Need ("CON") and Permits of Approval ("POA")~~

Home health and hospice care centers operate under licenses granted by the health authorities of their respective states. Some states require health care providers (including hospice and home health agencies) to obtain prior state approval for the purchase, construction or expansion of health care locations, capital expenditures exceeding a prescribed amount, or changes in services. Additionally, certain states, including a number in which we operate, carefully restrict new entrants into the market based on demographic and/or demonstrative usage of additional providers. These states limit the entry of new providers or services and the expansion of existing providers or services in their markets through a CON or POA process, which is periodically evaluated and updated as required by applicable state law. For those states that require a CON or POA, the provider must complete a separate application process establishing a location and must receive required approvals.

To the extent a CON or other similar approvals are required to expand our operations, our expansion could be adversely affected by the inability to obtain the necessary approvals, changes in the standards applicable to those approvals and possible delays and expenses associated with obtaining those approvals.

In every state where required, our care centers possess a license and/or a CON or POA issued by the state health authority that determines the local service area for the home health or hospice care centers. Currently, state health authorities in 20 states and the District of Columbia require a CON or, in the State of Arkansas, a POA, in order to establish and operate a home health care center, and state health authorities in 12 states and the District of Columbia require a CON to operate a hospice care center.

~~We operate 245 home health care centers and 51 hospice care centers in the following CON/POA states as listed below.~~

State Home Health Hospice
Alabama 30 10
Arkansas (POA) 5 —
California 4 2
Florida — 6
Georgia 60 —
Kentucky 17 —
Maine 3 —
Maryland 9 3
Mississippi 9 —
Missouri 6 2
New Jersey 2 —
New York 5 —
North Carolina 9 7
Rhode Island 1 —
South Carolina 26 —
Tennessee 45 15
Washington 2 —
West Virginia 11 6
Washington, DC 1 —
Total Care Centers in CON/POA States 245 51

~~Medicare Participation: Licensing, Certification and Accreditation~~

Our care centers must comply with regulations promulgated by the United States Department of Health and Human Services ("HHS") and CMS in order to participate in the Medicare program and receive Medicare payments. Sections 1861(o) and 1891 of the SSA, 42 CFR 484.1 ~~et seq., establish the conditions that a home health agency ("HHA") must meet in order to participate in the Medicare program. Section 1861(dd) of the SSA, 42 CFR 418.1,~~ ~~et seq~~., establishes the conditions that a hospice provider must meet in order to participate in the Medicare program. Among other things, these regulations, applicable to HHAs and hospices, respectively, known as conditions of participation (“COPs”), relate to the type of facility, its personnel and its standards ofquality medical care ~~as well as its compliance with federal, state and local laws and regulations. Additional COPs applicable to HHAs focus on the safe delivery of quality care provided~~ to patients and ~~the impact of that care on~~ patient ~~outcomes through the protection and promotion of patients' rights, care planning, delivery and coordination of services and streamlining of regulatory requirements.~~

~~CMS has adopted alternative sanction enforcement options which allow CMS (i) to impose temporary management, direct plans of correction or direct training~~safety and (ii) assist our Board of Directors and our management in promoting a “culture of quality” throughout our Company. A copy of the Quality of Care Committee’s charter appears on the “Investors” subpage of our website (www.amedisys.com), under the link “Governance.”

Compliance and Ethics Committee

The Compliance and Ethics Committee is currently comprised of Bruce D. Perkins (Chair), Molly J. Coye, MD, Jeffrey A. Rideout, MD, and Ivanetta Davis Samuels. Mr. Perkins has been deemed to ~~impose payment suspensions~~have significant familiarity and ~~civil monetary penalties in each case on providers out~~experience with Medicare compliance due to his over 45 years of compliance with the COPs. CMS engages or has engaged a number of third party contractors, including Recovery Audit Contractors (“RACs”), Program Safeguard Contractors (“PSCs”), Zone Program Integrity Contractors (“ZPICs”), Uniform Program Integrity Contractors ("UPICs"), Medicaid Integrity Contractors (“MICs”)executive and Supplemental Medical Review Contractors (“SMRCs”), to conduct extensive reviews of claims data and state and federal government health care program laws and regulations applicable to healthcare providers. These audits evaluate the appropriateness of billings

~~submitted for payment. In addition to identifying overpayments, audit contractors can refer suspected violations of law to government enforcement authorities.~~

~~All providers are subject to compliance with various federal, state and local statutes and regulations~~senior management-level employment experience in the ~~U.S.~~healthcare industry. The dual purposes of the Compliance and ~~receive periodic inspection~~Ethics Committee are to (i) assist the Board in fulfilling its oversight responsibilities relating to (a) the compliance by ~~state licensing agencies~~the Company with all legal requirements to review standards of medical care, equipment and safety. We have dedicated internal resources and utilize external parties when necessary to monitor and ensure compliance with the various applicable federal, state and local laws, rules and regulations, as well as requirements of applicable accrediting organizations.

~~If we fail to comply with applicable laws and regulations, we could be subjected to liabilities,~~which it is subject, including ~~criminal penalties, civil penalties (including the loss of our licenses to operate one or more of our businesses) and exclusion of a facility from participation in the Medicare, Medicaid and other~~specifically all federal and state health care ~~programs. If any of our facilities were~~laws and regulations to lose its accreditation or otherwise lose its certification under the Medicare and Medicaid programs, the facility may be unable to receive reimbursement from the Medicare and Medicaid programs and other payors. We believe our facilities are in substantial compliance with current applicable federal, state, local and independent review body regulations and standards. The requirements for licensure, certification and accreditation arewhich it is subject, to change and, in order to remain qualified, it may become necessary for us to make changes in our facilities, equipment, personnel and services in the future, which could have a material adverse impact on our operations.

~~Federal and State Anti-Fraud and Anti-Kickback Laws~~

As a provider under the Medicare and Medicaid systems, we are subject to various anti-fraud and abuse laws, including the federal health care programs’ anti-kickback statute and, where applicable, its state law counterparts. Affected government health care programs include any health care plans or programs that are funded by the United States government (other than certain federal employee health insurance benefits/programs), including certain state health care programs that receive federal funds, such as Medicaid.

Subject to certain exceptions, these laws prohibit any offer, payment, solicitation or receipt of any form of remuneration to induce or reward the referral of business payable under a government health care program or in return for the purchase, lease, order, arranging for, or recommendation of items or services covered under a government health care program. A related law forbids the offer or transfer of anything of value, including certain waivers of co-payment obligations and deductible amounts, to a beneficiary of Medicare or Medicaid that is likely to influence the beneficiary’s selection of health care providers, again, subject to certain exceptions. Violations of the federal anti-kickback statute can result in imprisonment, the imposition of penalties exceeding $100,000, plus three times the amount of the improper remuneration and potentially, exclusion from furnishing services under any government health care program. In addition, the states in which we operate generally have laws that prohibit certain direct or indirect payments or fee-splitting arrangements between health care providers where they are designed to obtain the referral of patients from a particular provider.

~~Stark Law~~

The SSA includes a provision commonly known as the “Stark Law.” This law prohibits physicians from referring Medicare and Medicaid patients to entities for the provision of designated health services with which they or any of their immediate family members have a financial relationship, unless an exception to the law's prohibition is met. Sanctions for violating the Stark Law include civil penalties up to $26,125 for each violation, up to $174,172 for schemes to circumvent the Stark restrictions and up to $20,731 for each day an entity fails to report required information and exclusion from the federal health care programs. There are a number of exceptions to the self-referral prohibition, including employment contracts and leases that adhere to certain enumerated requirements.

Violations of the Stark Law result in payment denials and may also trigger civil monetary penalties and federal program exclusion. Several of the states in which we conduct business have also enacted statutes similar in scope and purpose to the federal anti-fraudall fraud and abuse laws and ~~the Stark Law. These state laws may mirror the federal Stark Law or may be different in scope. The available guidance and enforcement activity associated with such state laws vary considerably.~~

~~We monitor all aspects of our business and have developed a comprehensive ethics and compliance program that is designed to ensure that Amedisys meets~~ all applicable ~~federal guidelines~~Medicare program requirements, (b) the design, implementation and ~~industry standards. Nonetheless, because~~execution of the ~~law in this area is complex~~Company’s Compliance and ~~constantly evolving, there can be no assurance that federal regulatory authorities will not determine that any~~Ethics Program, (c) the activities of ~~our arrangements with physicians violate~~ the ~~Stark Law.~~

~~Federal and State Privacy and Security Laws~~

The Health Insurance Portability and Accountability Act of 1996, or HIPAA, requires us to comply with standards for the exchange of health information within our company and with third parties, such as payors, business associates and patients. These include standards for common health care transactions, such as claims information, plan eligibility, payment informationChief Compliance Officer and the ~~use~~operation of ~~electronic signatures; unique identifiers for providers, employers, health plans~~the Company’s Compliance Department, and ~~individuals; and security, privacy, breach notification and enforcement.~~

The HIPAA transaction regulations establish form, format and data content requirements for most electronic health care transactions, such as health care claims that are submitted electronically. The HIPAA privacy regulations establish comprehensive requirements(d) matters relating to the ~~use~~Company’s Corporate Compliance Plan and ~~disclosure~~Code of ~~protected health information. The HIPAA security regulations establish minimum standards for~~Ethical Business Conduct; and (ii) assist the ~~protection~~Board and Company management in establishing an appropriate “tone at the top” and promoting a strong “culture of ~~protected health information~~compliance” throughout the Company, while also recognizing that ~~is stored or transmitted electronically. The HIPAA breach notification regulations establish~~other Board committees assist the ~~applicable requirements for notifying individuals, the U.S. Department~~Board in fulfilling its oversight responsibilities relating to various areas of ~~Health~~legal and ~~Human Services (HHS), and the media in the event of a data breach affecting protected health information. Violations~~regulatory compliance. A copy of the ~~privacy, security~~Compliance and ~~breach notification regulations are punishable by civil and criminal penalties.~~

~~Currently, civil monetary penalties for HIPAA violations can range from $120 to $1.807 million per violation with a maximum fine~~Ethics Committee’s charter appears on the “Investors” subpage of $1.807 million for multiple violations of the same provision during a calendar year. To date, the largest penalty imposed by HHS following a data breach is $16 million. State attorneys general may also bring civil enforcement actions under HIPAA, and attorneys general are actively engaged in enforcement. These penalties could be in addition to other penalties assessed by a state for a breach which would be considered reportable under a particular state’s data breach notification laws.

Recent changes to HIPAA have stimulated increased enforcement activity and enhanced the potential that health care providers will be subject to financial penalties for violations of HIPAA. In addition, the Secretary of HHS is required to perform periodic audits to ensure covered entities (and their business associates, as that term is defined under HIPAA) comply with the applicable HIPAA requirements, increasing the likelihood that a HIPAA violation will result in an enforcement action.

In addition to the federal HIPAA regulations, most states also have laws that protect the confidentiality of health information and other personally identifiable information, and these laws may be broader in scope with respect to protected health information and other personal information than HIPAA. Some of these laws grant individuals rights with respect to personal information, and we may be required to expend significant resources to comply with these laws. Further, all 50 states and the District of Columbia have adopted data breach notification laws that impose, in varying degrees, an obligation to notify affected persons and/or state regulators in the event of a data breach or compromise, including when their personal information has or may have been accessed by an unauthorized person. Some state breach notification laws may also impose physical and electronic security requirements regarding the safeguarding of personal information, such as social security numbers and bank and credit card account numbers. Violation of state privacy, security and breach notification laws can trigger significant monetary penalties. In addition, certain states’ privacy, security and data breach laws, including, for example, the California Consumer Privacy Act, amended, effective January 1, 2023, as the California Privacy Rights Act, include private rights of action that may expose us to private litigation regarding our ~~privacy practices and significant damages awards or settlements in civil litigation.~~

~~The False Claims Act~~

The federal False Claims Act ("FCA") prohibits false claims or requests for payment for health care services. Under the FCA, the government may penalize any person who knowingly submits, or participates in submitting, claims for payment to the Federal Government which are false or fraudulent, or which contain false or misleading information. Any person who knowingly makes or uses a false record or statement to avoid paying the Federal Government, or knowingly conceals or avoids an obligation to pay money to the Federal Government, may also be subject to fineswebsite (www.amedisys.com), under the ~~FCA. Under the FCA, the term “person” means an individual, company or corporation.~~

~~The Federal Government has used the FCA~~link “Governance.”

Stockholder Recommendation of Nominees

Pursuant to ~~prosecute Medicare and other governmental program fraud in areas such as violations of the Federal anti-kickback statute or the Stark Laws, coding errors, billing~~our Corporate Governance Guidelines, stockholders may recommend a nominee for services not provided and submitting false cost reports. The FCA has also been used to prosecute people or entities that bill services at a higher reimbursement rate than is allowed and that bill for care that is not medically necessary. In addition to government enforcement, the FCA authorizes private citizens to bring qui tam or “whistleblower” lawsuits, greatly extending the practical reach of the FCA. The per-claim penalty range is between $11,803 and $23,607 (last updated 2021).

The Fraud Enforcement and Recovery Act of 2009 (“FERA”) amended the FCA with the intent of enhancing the powers of government enforcement authorities and whistleblowers to bring FCA cases. In particular, FERA attempts to clarify that liability may be established not only for false claims submitted directly to the government, but also for claims submitted to

government contractors and grantees. FERA also seeks to clarify that liability exists for attempts to avoid repayment of overpayments, including improper retention of federal funds. FERA also included amendments to FCA procedures, expanding the government’s ability to use the Civil Investigative Demand process to investigate defendants, and permitting government complaints and intervention to relate back to the filing of the whistleblower’s original complaint. FERA is likely to increase both the volume and liability exposure of FCA cases brought against health care providers.

In the Patient Protection and Affordable Care Act (enacted in 2010), Congress enacted requirements related to identifying and returning overpayments made under Medicare and Medicaid. CMS finalized regulations regarding this so-called “60-day rule,” which requires providers to report and return Medicare and Medicaid overpayments within 60 days of identifying the overpayment. A provider who retains identified overpayments beyond 60 days may be liable under the FCA. “Identification” occurs when a person “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 person identifies the overpayment within six years of the date the overpayment was received. Providers must report and return overpayments even if they did not cause the overpayment.

In addition to the FCA, the Federal Government may use several criminal statutes to prosecute the submission of false or fraudulent claims for payment to the Federal Government. Many states have similar false claims statutes that impose liability for the types of acts prohibitedconsideration by the False Claims Act. As part of the Deficit Reduction Act of 2005 (the “DRA”), Congress provides states an incentive to adopt state false claims acts consistent with the federal FCA. Additionally, the DRA requires providers who receive $5 million or more annually from Medicaid to include information on federal and state false claims acts, whistleblower protections and the providers’ own policies on detecting and preventing fraud in their written employee policies.

~~U.S. Food and Drug Administration ("FDA") Regulation~~

The FDA regulates medical device user facilities, which include home health care providers. FDA regulations require user facilities to report patient deaths and serious injuries to the FDA and/or the manufacturer of a device used by the facility if the device may have caused or contributed to the death or serious injury of any patient. FDA regulations also require user facilities to maintain files related to adverse events and to establish and implement appropriate procedures to ensure compliance with the above reporting and recordkeeping requirements. User facilities are subject to FDA inspection, and noncompliance with applicable requirements may result in warning letters or sanctions including civil monetary penalties, injunction, product seizure, criminal fines and/or imprisonment.

~~The Improving Medicare Post-Acute Care Transformation Act~~

In October 2014, the Improving Medicare Post-Acute Care Transformation Act (“IMPACT Act”) was signed into law requiring the reporting of standardized patient assessment data for quality improvement, payment and discharge planning purposes across the spectrum of post-acute care providers (“PACs”), including skilled nursing facilities and home health agencies. The IMPACT Act requires PACs to report: (1) standardized patient assessment data at admission and discharge; (2) quality measures, including functional status, skin integrity, medication reconciliation, incidence of major falls and patient preference regarding treatment and discharge; and (3) resource use measures, including Medicare spending per beneficiary, discharge to community and hospitalization rates of potentially preventable readmissions. Failure to report such data when required would subject a facility to a two percent reduction in market basket prices then in effect.

The IMPACT Act further requires HHS and the Medicare Payment Advisory Commission (“MedPAC”), a commission chartered by Congress to advise it on Medicare payment issues, to study alternative PAC payment models, including payment based upon individual patient characteristics and not care setting, with corresponding Congressional reports required based on such analysis. The IMPACT Act also included provisions impacting Medicare-certified hospices, including: (1) increasing survey frequency for Medicare-certified hospices to once every 36 months; (2) imposing a medical review process for facilities with a high percentage of stays in excess of 180 days; and (3) updating the annual aggregate Medicare payment cap.

~~Review Choice Demonstration for Home Health Services~~

On June 8, 2016, CMS announced the implementation of a three-year Medicare Pre-Claim Review Demonstration for Home Health Services ("PCR") provided to beneficiaries in the states of Illinois, Florida, Texas, Michigan and Massachusetts. The pre-claim review is a process through which a request for provisional affirmation of coverage is submitted for review before a final claim is submitted for payment. On April 1, 2017, CMS paused the demonstration while CMS considered a number of changes. CMS revised the demonstration to incorporate more flexibility and choices for providers, as well as risk-based changes to reward providers who show compliance with Medicare home health policies.

On May 31, 2018, CMS issued a notice indicating its intention to re-launch an HHA pre-claim review demonstration project. The original program had drawn criticism that it created significant administrative burdens and reduced access to care. Now called the Review Choice Demonstration for Home Health Services ("RCD"), the revised demonstration gives HHAs in the demonstration states three options: 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 options, provider claims are reviewed for every episode of care until the appropriate claim approval rate (90% based on a minimum of ten pre-claim requests or claims submitted) is reached. Further, once the appropriate claim approval rate is reached, a provider can elect to opt-out of claim reviews except for a spot check of 5% of its claims to ensure continued compliance. The demonstration initially applies 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). In April 2019, CMS announced a June 1, 2019 start date for RCD in Illinois. In July 2019, CMS announced a September 30, 2019 start date for RCD in Ohio. Thereafter, in an October 21, 2019 release, CMS announced that it will reschedule the next phase of its RCD to allow agencies in Texas, North Carolina and Florida time to transition to PDGM. Throughout the first few months of 2020, CMS made various announcements about new start dates for the remaining three states, including a March 2, 2020 start date in Texas and projected start date of May 4, 2020 for North Carolina and Florida. The Texas portion began as scheduled; however, due to the ongoing Public Health Emergency ("PHE"), on March 31, 2020, CMS announced a voluntary pause of RCD for Illinois, Ohio and Texas and delay for beginning the demonstration in North Carolina and Florida. In July 2020, CMS announced its intention to resume the demonstration on August 30, 2020 for Illinois, Ohio and Texas and a voluntary phase-in for North Carolina and Florida. The voluntary phase-in was extended by CMS in October until January 1, 2021 and then again in December until March 31, 2021. Various other delays were announced throughout 2021 due to the PHE. On July 16, 2021, CMS announced full implementation of the RCD would be effective for providers in Florida and North Carolina September 1, 2021.

~~Home Health Value-Based Purchasing~~

On January 1, 2016, CMS implemented Home Health Value-Based Purchasing ("HHVBP"). The HHVBP model was designed to give Medicare-certified home health agencies incentives or penalties, through payment bonuses, to provide higher quality and more efficient care. HHVBP was rolled out to nine pilot states: Arizona, Florida, Iowa, Maryland, Massachusetts, Nebraska, North Carolina, Tennessee and Washington, seven of which Amedisys currently has home health operations. Bonuses and penalties began in 2018 with the maximum of plus or minus 3% growing to plus or minus 8% by 2022. Payment adjustments are calculated based on performance in a variety of measures which include current Quality of Patient Care and Patient Satisfaction star measures, as well as measures based on submission of data to a CMS web portal. The measures used may be subject to modification or change by CMS.

Under the demonstration, agencies with higher performance receive bonuses, while those with lower scores receive lower payments relative to current levels. Agency performance is evaluated against separate improvement and attainment scores, with payment tied to the higher of these two scores. CMS used 2015 as the baseline year for performance, with 2016 as the first year for performance measurement. The first payment adjustment began January 1, 2018, based on 2016 performance data. Between 2018 and 2022, the payment adjustments vary (upward or downward) from 3% to 8%.

In January 2021, CMS and the Center for Medicare and Medicaid Innovation announced its intention, through rulemaking, to expand HHVBP with an implementation date no earlier than January 2022. In November 2021, CMS issued the Calendar Year 2022 Home Health Final Rule for Medicare home health providers which provides for the expansion of the HHVBP model to all 50 states beginning January 1, 2023 with calendar year 2023 being the first performance year and calendar year 2025 being the first payment year with a proposed maximum payment adjustment, up or down, of 5%. In doing so, the final payment year of the HHVBP demonstration (2022) was cancelled.

~~Home Health Payment Reform~~

On February 9, 2018, Congress passed the Bipartisan Budget Act of 2018 ("BBA of 2018"), which provided for a targeted extension of the home health rural add-on payment, a reduction of the 2020 market basket update, modification of eligibility documentation requirements and reform to the Home Health Prospective Payment System ("HHPPS"). The HHPPS reform included the following parameters: for home health units of service beginning on January 1, 2020, a 30-day payment system was to be applied; the transition to the 30-day payment system was to be budget neutral; and CMS was to conduct at least one Technical Expert Panel during 2018, prior to any notice and comment rulemaking process, related to the design of any new case-mix adjustment model.

The Calendar Year 2019 Home Health Final Rule updated the Medicare HHPPS and finalized the implementation of an alternative case-mix adjustment methodology, PDGM, which became effective on January 1, 2020. PDGM adjusted payments

to home health agencies based on patient characteristics for 30-day periods of care and also eliminated the use of therapy visits in the determination of payments. While the changes were to be implemented in a budget neutral manner to the industry, the ultimate impact varied by provider based on factors including patient mix and admission source. Additionally, CMS made assumptions about behavioral changes which were finalized in the Calendar Year 2020 Home Health Final Rule released on October 31, 2019 and resulted in a 4.36% reduction to reimbursement. The behavioral changes were related to coding practices, low utilization payment adjustment ("LUPA") management and co-morbidities. CMS is required by law to analyze data for calendar years 2020-2026, retrospectively, to determine the impact of the difference between assumed and actual behavior changes and to make any such payment changes as are necessary to offset or supplement the adjustments based on anticipated behavior. ~~Additionally, in an effort to eliminate fraud risks, CMS reduced the upfront payment associated with requests for anticipated payment ("RAPs") to 20% in 2020 with the full elimination of RAPs in 2021.~~

~~Phase-Out of the Rural Add-On~~

The BBA of 2018 also mandated the implementation of a new methodology for applying rural add-on payments for home health services (“rural add-on”). Unlike previous rural add-ons, which were applied to all rural areas uniformly, the extension provided varying add-on amounts depending on the rural county (or equivalent area) classification by classifying each rural county (or equivalent area) into one of three distinct categories: (1) rural counties and equivalent areas in the highest quartile of all counties and equivalent areas based on the number of Medicare home health episodes furnished per 100 individuals who are entitled to, or enrolled for, benefits under Part A of Medicare or enrolled for benefits under Part B of Medicare only, but not enrolled in a Medicare Advantage plan under Part C of Medicare (the "high utilization" category); (2) rural counties and equivalent areas with a population density of 6 individuals or fewer per square mile of land area that are not included in the "high utilization" category (the "low population density" category); and (3) rural counties and equivalent areas not in either the "high utilization" or "low population density" categories (the "all other" category).

In the Calendar Year ("CY") 2019 Home Health Final Rule, CMS finalized policies for the rural add-on payments for CY 2019 through CY 2022, in accordance with section 50208 of the BBA of 2018. The CY 2019 through CY 2022 rural add-on percentages outlined in the rule are shown in the table below.

Rural Add-On Percentages, CYs 2019-2022
Category CY 2019 CY 2020 CY 2021 CY 2022
High utilization 1.5% 0.5% None None
Low population density 4.0% 3.0% 2.0% 1.0%
All other 3.0% 2.0% 1.0% None

~~Civil Monetary Penalties~~

HHS may impose civil monetary penalties ("CMP") for a variety of civil offenses related to federal health care programs. They may be imposed upon any person or entity who presents, or causes to be presented, certain ineligible claims for medical items or services, for providing improper inducements to beneficiaries to obtain services, for payments to limit services to patients, and for offenses related to relationships with excluded individuals, among other things.

Maximum CMP amounts have been increased significantly as a result of the BBA of 2018. The maximum CMP has increased to $105,563 for knowingly making or causing to be made a false statement, omission or misrepresentation of a material fact in any application, bid or contract to participate or enroll as a provider or supplier and to $59,527 for making or using a false record or statement that is material to a false or fraudulent claim.

~~Environmental and Climate Change Matters~~

We are committed to transparency around our carbon footprint and climate risk. We have adopted an integrated approach to address climate change, with cross-disciplinary teams responsible for managing climate-related activities, initiatives and policies. Strategies and progress toward our goals are reviewed with senior leadership and the Nominating and Corporate Governance Committee of our Board by sending the following information to our Corporate Secretary, at 3854 American Way, Suite A, Baton Rouge, Louisiana 70816, who will forward the information to the Chairman of ~~Directors. We have committed~~the Nominating and Corporate Governance Committee:

Name, mailing address and telephone number of the stockholder;

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a one-time equity award grant valued at $5 million, comprised of performance-based restricted stock units that vest 100% on the fifth anniversary of the date of grant if the specified performance condition, tied to performance over the first three years after the date of grant, is met (with a payout of 50% to 300% of the number of restricted stock units granted, depending on the level of performance achieved once a threshold level of performance is met); and

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a one-time cash payment of $250,000 for relocation and other related expenses.

Other than the one-time equity awards granted to Mr. Ashworth in connection with his start date and the Company’s payment of Mr. Ashworth’s relocation expenses, the structure of Mr. Ashworth’s compensation will align with our ~~website (under the link “Governance”). Reference to our website does not constitute incorporation by reference of the information contained on the website~~executive officer compensation practices and ~~should not be considered part of this document.~~

~~Our electronically filed reports can also be obtained on the SEC’s internet site at~~ ~~http://www.sec.gov~~.

~~ITEM 1A. RISK FACTORS~~

~~The risks described below, and risks described~~policies discussed elsewhere in this ~~Form 10-K, could have~~CD&A.

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Mr. Kusserow’s 2023 Compensation: Mr. Kusserow received his annual base salary of $900,000 through May 17, 2023 as he transitioned the Chief Executive Officer role to Mr. Ashworth. Effective May 18, 2023, Mr. Kusserow no longer received his base salary and once again received compensation for his service as Chairman of the Board, which consists of the annual retainer for service on the Board of $100,000 and an additional annual retainer payable to the Chairman of the Board in the amount of $100,000. In addition, Mr. Kusserow received a one-time payment of $50,000 for transition services related to Contessa. On January 2, 2023, Mr. Kusserow received an equity award comprised of 41,313 time-based RSUs, which vested on April 10, 2023, when he ceased serving as Chief Executive Officer. Mr. Kusserow did not receive the 2023 non-employee director annual equity award valued at $150,000 that was granted to the Company’s non-employee directors on May 3, 2023, but he will be eligible to receive the non-employee director annual equity award beginning in 2024 (so long as Mr. Kusserow continues to serve as a non-employee director at such time).

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Clawback Policy: In November 2023, we adopted a clawback policy (the “Clawback Policy”), in compliance with the requirements of the Dodd-Frank Act, final SEC rules and applicable Nasdaq listing standards, which covers our current and former officers subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including all of our Named Executive Officers. Under the Clawback Policy, if there is a restatement of our financial results, the Company will recover erroneously awarded incentive compensation from such officers during a three-year look back period.

In addition, in the first quarter of 2024, in accordance with the terms of the Merger Agreement, the Compensation Committee:

approved the 2024 short-term incentive compensation (cash bonus) plan based on three performance measures: a ~~material adverse effect~~financial measure of adjusted EBITDA, weighted at 55%, a growth (revenue) measure, weighted at 20%, and a quality measure, weighted at 25%; and

granted time-based RSUs to the Named Executive Officers on ~~our business and consolidated financial condition, results~~February 16, 2024, which vest ratably over four years from the date of ~~operations and cash flows and the actual outcome of matters as to which forward-looking statements are made~~grant.

See “2024 Executive Compensation Decisions” below in this Form 10-K. The risk factors described below and elsewhere in this Form 10-K are not the only risks faced by Amedisys. Our business and consolidated financial condition, results of operations and cash flows may also be materially adversely affected by factors that are not currently known to us, by factors that we currently consider immaterial or by factors that are not specific to us, such as general economic conditions.

If any of the following risks are actually realized, our business and consolidated financial condition, results of operations and cash flows could be materially adversely affected. In that case, the trading price of our common stock could decline.

You should refer to the explanation of the qualifications and limitations on forward-looking statements under “Special Caution Concerning Forward-Looking Statements.” All forward-looking statements made by us are qualified by the risk factors described below.

~~Risks Related to Reimbursement~~

Federal and state changes to reimbursement and other aspects of Medicare and Medicaid could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.

Our net service revenue is primarily derived from Medicare, which accounted for 75%, 75% and 74% of our revenue during 2021, 2020 and 2019, respectively. Payments received from Medicare are subject to changes made through federal legislation. When such changes are implemented, we must also modify our internal billing processes and procedures accordingly, which can require significant time and expense. These changes, as further detailed in Part I, Item 1, “Business: Payment for Our Services,” can include changes to base payments and adjustments for home health services, changes to cap limits and per diem rates for hospice services and changes to Medicare eligibility and documentation requirements or changes designed to restrict utilization. Any such changes, including retroactive adjustments, adopted in the future by CMS could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.

Section 6407 of the Affordable Care Act, as implemented by 42 CFR § 424.22, added Medicare requirements for face-to-face encounters to support claims for home health services. The requirements for face-to-face encounters continue to be one of the most complex issues in the industry and can be the source of claims denials if not fulfilled. Section 6407(d) of the Affordable Care Act also provided that the requirements for face-to-face encounters in the provisions described above shall apply in the case of physicians making certifications for home health services under title XIX of the Act (Medicaid) in the same manner and to the same extent as such requirements apply under title XVIII (Medicare).

There are continuing efforts to reform governmental health care programs that could result in major changes in the health care delivery and reimbursement system on a national and state level, including changes directly impacting the reimbursement systems for our home health and hospice care centers. Though we cannot predict what, if any, reform proposals will be adopted, health care reform and legislation may have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows through decreasing payments made for our services.

We could also be affected adversely by the continuing efforts of governmental payors to contain health care costs. We cannot assure you that reimbursement payments under governmental payor programs, including Medicare supplemental insurance policies, will remain at levels comparable to present levels or will be sufficient to cover the costs allocable to patients eligible for reimbursement pursuant to these programs. Any such changes could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.

~~Quality reporting requirements may negatively impact Medicare reimbursement.~~

Hospice quality reporting was mandated by the Patient Protection and Affordable Health Care Act and the Health Care and Education Reconciliation Act ("PPACA"), which directs the Secretary to establish quality reporting requirements for hospice programs. Failure to submit required quality data will result in a 2% reduction to the market basket percentage increase for that fiscal year. This quality reporting program is currently “pay-for-reporting,” meaning it is the act of submitting data that determines compliance with program requirements.

Section 1895(b)(3)(B)(v) of the Social Security Act requires the submission of quality data by home health agencies. Failure to submit quality data will result in a 2% reduction in the home health agency's annual home health payment update percentage. This pay-for-reporting requirement was implemented on January 1, 2007. In the Calendar Year 2015 Home Health Final Rule, CMS defined a more explicit “Pay-for-Reporting Performance Requirement” by which provider compliance with quality

reporting requirements can be measured. In the Calendar Year 2016 Home Health Final Rule, CMS required home health agencies to report prescribed quality assessment data for a minimum of 90% of all patients.

The Improving Medicare Post-Acute Care Transformation Act of 2014 (the “IMPACT Act”) requires the submission of standardized data by home health agencies and other providers. Specifically, the IMPACT Act requires, among other significant activities, the reporting of standardized patient assessment data with regard to quality measures, resource use and other measures. Failure to report data as required will subject providers to a 2% reduction in market basket prices then in effect.

There can be no assurance that all of our agencies will continue to meet quality reporting requirements in the future which may result in one or more of our agencies seeing a reduction in its Medicare reimbursements. Regardless, we, like other healthcare providers, are likely to incur additional expenses in an effort to comply with additional and changing quality reporting requirements.

~~Value-based purchasing may negatively impact Medicare reimbursement.~~

Both government and private payors are increasingly looking to value-based purchasing to contain costs. Value-based purchasing focuses on quality of outcomes and efficiency of care, rather than quantity of care. Per the Calendar Year 2022 Home Health Final Rule for Medicare home health providers, value-based purchasing will be expanded to all 50 states beginning January 1, 2023. CMS may also create a similar plan for hospices in the future. Government and private payors’ implementation of value-based purchasing requirements could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.

~~Any economic downturn, deepening of an economic downturn, continued deficit spending by the Federal Government or state budget pressures may result in a reduction in payments and covered services.~~

Adverse developments in the United States could lead to a reduction in Federal Government expenditures, including governmentally funded programs in which we participate, such as Medicare and Medicaid. In addition, if at any time the Federal Government is not able to meet its debt payments unless the federal debt ceiling is raised, and legislation increasing the debt ceiling is not enacted, the Federal Government may stop or delay making payments on its obligations, including funding for government programs in which we participate, such as Medicare and Medicaid. Failure of the government to make payments under these programs could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows. Further, any failure by the United States Congress to complete the federal budget process and fund government operations may result in a Federal Government shutdown, potentially causing us to incur substantial costs without reimbursement under the Medicare program, which could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows. As an example, the failure of the 2011 Joint Select Committee to meet its Deficit Reduction goal resulted in an automatic reduction in Medicare home health and hospice payments of 2% beginning April 1, 2013 ("sequestration" - suspended from May 1, 2020 through March 31, 2022; reinstated at 1% for the period April 1, 2022 through June 30, 2022 and at 2% thereafter).

Historically, state budget pressures have resulted in reductions in state spending. Given that Medicaid outlays are a significant component of state budgets, we can expect continuing cost containment pressures on Medicaid outlays for our services.

In addition, sustained unfavorable economic conditions may affect the number of patients enrolled in managed care programs and the profitability of managed care companies, which could result in reduced payment rates and could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.

~~Future cost containment initiatives undertaken by private third party payors may limit our future revenue and profitability.~~

Our non-Medicare revenue and profitability are affected by continuing efforts of third party payors to maintain or reduce costs of health care by lowering payment rates, narrowing the scope of covered services, increasing case management review of services and negotiating pricing. There can be no assurance that third party payors will make timely payments for our services, and there is no assurance that we will continue to maintain our current payor or revenue mix. We are continuing our efforts to develop our non-Medicare sources of revenue. Any changes in payment levels from current or future third party payors could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.

~~Risks Related to our Operations~~

~~Our business may be materially adversely affected by the ongoing COVID-19 pandemic.~~

The outbreak of the COVID-19 pandemic has resulted in a general economic downturn and volatility in the stock market and has also caused and may continue to cause a decrease in our patient volumes and revenues, an increase in our costs, an inability to access our patients and referral sources, staffing shortages and medical supply shortages, any of which, or a combination of

which, could have a material adverse effect on our business and financial results. The ultimate impact of COVID-19, including the impact on our liquidity, financial condition and results of operations, is uncertain and will depend on many factors and future developments, which are highly uncertain and cannot be predicted at this time, such as the severity, scope and length of time that the pandemic continues, including regional surges in COVID-19 cases at various times, the impact of new variants of the virus, uncertainty regarding vaccine utilization and efficacy in slowing the spread of the virus, staffing shortages due to federal, state and local vaccine mandates, the impact of COVID-19 on the national and global economy, the effect of COVID-19 on the demand for our services, our ability to ensure the safety of our patients and employees and the actions taken by federal, state and local authorities to contain or treat the COVID-19 pandemic. In addition, the COVID-19 pandemic has resulted in widespread global supply chain disruptions to vendors including critical supply shortages, significant material cost inflation and extended lead times for items that are required for our operations. Any such interruptions could increase our costs and could limit the availability of products critical to our operations.

A shortage of qualified registered nursing staff and other clinicians, such as therapists and nurse practitioners, could materially impact our ability to attract, train and retain qualified personnel and could increase operating costs.

We compete for qualified personnel with other healthcare providers. Our ability to attract and retain clinicians depends on several factors, including our ability to provide these personnel with attractive assignments and competitive salaries and benefits. We cannot be assured we will succeed in any of these areas. In addition, there are shortages of qualified health care personnel in some of our markets. As a result, we may face higher costs of attracting clinicians and providing them with attractive benefit packages than we originally anticipated or we may have to utilize contract clinicians, both of which could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows. In addition, if we expand our operations into geographic areas where health care providers historically have been unionized, or if any of our care center employees become unionized, being subject to a collective bargaining agreement may have a negative impact on our ability to timely and successfully recruit qualified personnel and may increase our operating costs. Generally, if we are unable to attract and retain clinicians, the quality of our services may decline and we could lose patients and referral sources, which could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.

Because we are limited in our ability to control rates received for our services, our business and consolidated financial condition, results of operations and cash flows could be materially adversely affected if we are not able to maintain or reduce our costs to provide such services.

As Medicare is our primary payor and rates are established through federal legislation, we have to manage our costs of providing care to achieve a desired level of profitability. Additionally, non-Medicare rates are difficult for us to negotiate as such payors are under pressure to reduce their own costs. As a result, we manage our costs in order to achieve a desired level of profitability including, but not limited to, centralization of various processes, the use of technology and management of the number of employees utilized. If we are not able to continue to streamline our processes and reduce our costs, our business and consolidated financial condition, results of operations and cash flows could be materially adversely affected.

~~If we are unable to provide consistently high quality of care, our business will be adversely impacted.~~

Providing quality patient care is the cornerstone of our business. We believe that hospitals, physicians and other referral sources refer patients to us in large part because of our reputation for delivering quality care. Clinical quality is becoming increasingly important within our industry. Effective October 2012, Medicare began to impose a financial penalty upon hospitals that have excessive rates of patient readmissions within 30 days from hospital discharge. We believe this regulation provides a competitive advantage to home health providers who can differentiate themselves based upon quality, particularly by achieving low patient acute care hospitalization readmission rates and by implementing disease management programs designed to be responsive to the needs of patients served by referring hospitals. We are focused intently upon improving our patient outcomes, particularly our patient acute care hospitalization readmission rates. If we should fail to attain our goals regarding acute care hospitalization readmission rates and other quality metrics, we expect our ability to generate referrals would be adversely impacted, which could have a material adverse effect upon our business and consolidated financial condition, results of operations and cash flows.

Additionally, Medicare has established consumer-facing websites, Home Health Compare and Hospice Compare, that present data regarding our performance on certain quality measures compared to state and national averages. Failure to achieve or exceed these averages may affect our ability to generate referrals, which could have a material adverse effect upon our business and consolidated financial condition, results of operations and cash flows.

If we are unable to maintain relationships with existing patient referral sources, our business and consolidated financial condition, results of operations and cash flows could be materially adversely affected.

Our success depends on referrals from physicians, hospitals and other sources in the communities we serve and on our ability to maintain good relationships with existing referral sources. Our referral sources are not contractually obligated to refer patients to us and may refer their patients to other providers. Our growth and profitability depend, in part, on our ability to establish and maintain close working relationships with these patient referral sources and to increase awareness and acceptance of the benefits of home health and hospice care by our referral sources and their patients. Our loss of, or failure to maintain, existing relationships or our failure to develop new referral relationships could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.

Possible changes in the case mix of patients, as well as payor mix and payment methodologies, could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.

Our revenue is determined by a number of factors, including our mix of patients and the rates of payment among payors. Changes in the case mix of our patients, payment methodologies or the payor mix among Medicare, Medicaid and private payors could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.

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

One of our strategies is to diversify our payor sources by increasing the business we do with managed care companies. We strive to put in place favorable contracts with managed care payors; however, we may not be successful in these efforts. Additionally, there is a risk that the favorable managed care contracts that we put in place may be terminated. Managed care contracts typically permit the payor to terminate the contract without cause, on very short notice, typically 60 days, which can provide payors leverage to reduce volume or obtain favorable pricing. Our failure to negotiate and put in place favorable managed care contracts, or our failure to maintain in place favorable managed care contracts, could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.

~~Our industry is highly competitive, with few barriers to entry in certain states.~~

There are few barriers to entry in home health and hospice markets that do not require a CON or POA. Our primary competition comes from local privately-owned, publicly-owned and hospital-owned health care providers. We compete based on the availability of personnel, the quality of services, expertise of visiting staff, and in certain instances, on the price of our services. In addition, we compete with a number of non-profit organizations that finance acquisitions and capital expenditures on a tax-exempt basis or receive charitable contributions that are unavailable to us. Increased competition in the future may limit our ability to maintain or increase our market share.

Further, the introduction of new and enhanced service offerings by others, in combination with industry consolidation and the development of strategic relationships by our competitors (including mergers of competitors with each other and with insurers), could cause a decline in revenue or loss of market acceptance of our services or make our services less attractive.

Managed care organizations and other third party payors continue to consolidate, which enhances their ability to influence the delivery of health care services. Consequently, the health care needs of patients in the United States are increasingly served by a smaller number of managed care organizations. These organizations generally enter into service agreements with a limited number of providers. Our business and consolidated financial condition, results of operations and cash flows could be materially adversely affected if these organizations terminate us as a provider and/or engage our competitors as a preferred or exclusive provider. In addition, should private payors, including managed care payors, seek to negotiate additional discounted fee structures or the assumption by health care providers of all or a portion of the financial risk through prepaid capitation arrangements, our business and consolidated financial condition, results of operations and cash flows could be materially adversely affected.

If we are unable to react competitively to new developments, our operating results may suffer. State CON or POA laws often limit the ability of competitors to enter into a given market, are not uniform throughout the United States and are frequently the subject of efforts to limit or repeal such laws. If states remove existing CONs or POAs, we could face increased competition in these states. There can be no assurances that other states will not seek to eliminate or limit their existing CON or POA programs, which could lead to increased competition in these states. Further, we cannot assure you that we will be able to compete successfully against current or future competitors, which could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.

The success of our high acuity care segment depends on on our ability to enter into capitation and other forms of risk-based contracts with managed care health plans. If we are unsuccessful in obtaining these contracts or if we are unsuccessful in managing costs associated with risk-based contracts, our business and consolidated financial condition, results of operations and cash flows could be materially adversely affected.

Our acquisition of Contessa not only established the foundation for our high acuity care segment, but it also added key infrastructure to enable us to more quickly and effectively enter into risk-based contracts with managed care health plans. Should our high acuity care joint venture partnerships not deliver sufficient perceived value to managed care health plans, those health plans may limit or forego opportunities to partner with us in expanded risk-based contracts. Additionally, assuming risk from managed care health plans requires that the appropriate clinical and operating protocols be in place to actuarially assess eligible members and determine historical baseline healthcare expenditures, enroll eligible members into the program, effectuate a clinically effective plan of care to treat those patients primarily in a home-based setting and coordinate care throughout various phases of the member’s treatment including proactive primary care and palliative care services. Should we be ineffective in identifying and enrolling members into the program or should the clinical treatment plans we implement for enrolled members not result in reduced healthcare costs during the period in which those members are enrolled, we could incur significant additional costs under these contracts that exceed the revenues we receive. These negative outcomes could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.

Our business depends on our information systems. A cyber-attack, security breach or our inability to effectively integrate, manage and keep our information systems secure and operational could disrupt our operations.

Most healthcare providers, including all who accept commercial insurance, Medicare and Medicaid, must comply with the HIPAA regulations regarding the privacy and security of protected health information. All 50 states also maintain laws focused on the privacy, security and notification requirements with regard to personal information, including health information. The HIPAA regulations impose significant requirements on providers and our third party vendor business associates with regard to how such protected health information may be used and disclosed. Further, the regulations include extensive and complex requirements for providers to establish reasonable and appropriate administrative, technical and physical safeguards to ensure the confidentiality, integrity and availability of protected health information. Providers are obligated under HIPAA and state law to notify individuals and the government if personal information is compromised as defined by the respective law. In addition to federal regulators, state attorneys general are also enforcing information security breaches. All 50 states have breach notification laws. In addition to state laws regarding confidentiality of medical information, several states are now focused on expanding state privacy laws regarding personal information. HIPAA directs the Secretary of HHS to provide for periodic audits to ensure covered entities (and their business associates, as that term is defined under HIPAA) comply with the applicable HIPAA requirements.

Our networks, systems and devices store sensitive information, including intellectual property, proprietary business information and personal information of our patients, partners and employees. We have installed privacy protection systems and devices on our network, systems and point of care tablets in an attempt to prevent unauthorized access to information created, received, transmitted and maintained by us. However, our technology may fail to adequately secure the protected health information and personal information we create, receive, transmit and maintain in our databases. In such circumstances, we may be held liable to our patients and regulators, which could result in fines, litigation or adverse publicity that could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows. Even if we are not held liable, any resulting negative publicity could harm our business and distract the attention of management.

Our business depends on effective, secure and operational information systems which include systems provided by or hosted by external contractors, partners and other service providers. For example, our care centers depend upon our information systems and software for patient care, accounting, billing, collections, risk management, quality assurance, human resources, payroll and other information considered to be sensitive and/or confidential. We believe that our subcontractors and vendors take precautionary measures to prevent problems that could affect our business operations as a result of failure or disruption to their information systems or networks. However, there is no guarantee such efforts will be successful in preventing a system disruption or security incident. The occurrence of any information system failure or security incident at one of these third parties could result in interruptions, delays, breaches of protected health information and personal information, loss or corruption of data and cessations or interruptions in the availability of these systems and the information they create, receive, transmit or maintain. All of these events or circumstances, among others, could have an adverse effect on our business and consolidated financial condition, results of operations and cash flows, and they could harm our business reputation.

In general, all information systems including those we host or have hosted by third parties are vulnerable to damage or interruption from fire, flood, power loss, telecommunications failure, human acts, break-ins and other intentional or unintentional events. Our business is also at risk from and may be materially impacted and/or disrupted by information security incidents, such as ransomware, malware, viruses, phishing, social engineering and other security events. Such incidents can

range from individual attempts to gain unauthorized access to information technology systems to more sophisticated security threats. These events can also result from internal compromises, such as human error or malicious acts, and can occur on our systems or on the systems of our partners and subcontractors.

Problems with, or the failure of, our technology and systems or any system upgrades or programming changes associated with such technology and systems could have a material adverse effect on our operations, patient care, data capture and integrity, medical documentation, billing, collections, assessment of internal controls and management and reporting capabilities. If we experience a reduction in the performance, reliability or availability of our information systems, our operations and ability to produce timely and accurate reports could be materially adversely affected.

Our information systems and applications also require continual maintenance, upgrading and enhancement to meet our operational and security needs. Our acquisition activity requires transitions and integration of various information systems. We regularly upgrade and expand our information systems’ capabilities. If we experience difficulties with the transition and integration of information systems or are unable to implement, maintain or expand our systems properly, we could suffer from, among other things, operational disruptions, regulatory investigations or audits and increases in administrative expenses.

As cyber threats continue to evolve, we may be required to expend significant capital and other resources to protect against the threat of security breaches or to mitigate and alleviate problems caused by security incidents, including unauthorized access to protected health information and personal information stored in our information systems and the introduction of computer viruses or other malicious software programs to our systems. Our security measures may be inadequate to prevent security breaches and our business operations and reputation could be materially adversely affected by federal and state fines and penalties, legal claims or proceedings, cancellation of contracts and loss of patients if security breaches are not prevented. The healthcare industry is currently a target for cyber criminals and is therefore experiencing increased attention on compliance with regulations designed to safeguard protected health information and mitigate cyber-attacks on entities. There are significant costs associated with a breach, including investigation costs, remediation and mitigation costs, notification costs, attorney fees, litigation and the potential for reputational harm and lost revenues due to a loss in confidence in the provider. We cannot predict the costs to comply with these laws or the costs associated with a potential breach of protected health information, which could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows, and our business reputation.

If we are subject to cyber-attacks or security breaches in the future, this could result in harm to patients; business interruptions and delays; the loss, misappropriation, corruption or unauthorized access of data; litigation and potential liability under privacy, security and consumer protection laws or other applicable laws; reputational damage and federal and state governmental inquiries. Any such problems or failures and the costs incurred in correcting any such problems or failures, could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows. Further, to the extent our external information technology contractors or other service providers have their own cyber-attack, security event or information technology failure, become insolvent or fail to support the software or systems we have licensed from them, our operations could be materially adversely affected. A failure to restore our information systems after the occurrence of any of these events could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows. Because of the protected health information we store and transmit, loss of electronically stored information for any reason could expose us to a risk of regulatory action and litigation and possible liability and loss.

We believe we have all the necessary licenses from third parties to use technology and software that we do not own. A third party could, however, allege that we are infringing its rights, which may deter our ability to obtain licenses on commercially reasonable terms from the third party, if at all, or cause the third party to commence litigation against us. In addition, we may find it necessary to initiate litigation to protect our trade secrets, to enforce our intellectual property rights and to determine the scope and validity of any proprietary rights of others. Any such litigation, or the failure to obtain any necessary licenses or other rights, could materially and adversely affect our business.

~~Our insurance liability coverage may not be sufficient for our business needs.~~

As a result of operating in the home health industry, our business entails an inherent risk of claims, losses and potential lawsuits alleging incidents involving our employees that are likely to occur in a patient’s home. We maintain professional liability insurance to provide coverage to us and our subsidiaries against these risks. However, we cannot assure you claims will not be made in the future in excess of the limits of our insurance, nor can we assure you that any such claims, if successful and in excess of such limits, will not have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows. Our insurance coverage also includes fire, property damage, cyber security and general liability with varying limits. We cannot assure you that the insurance we maintain will satisfy claims made against us or that insurance

coverage will continue to be available to us at commercially reasonable rates, in adequate amounts or on satisfactory terms. Any claims made against us, regardless of their merit or eventual outcome, could damage our reputation and business.

~~We may be subject to substantial malpractice or other similar claims.~~

The services we offer involve an inherent risk of professional liability and related substantial damage awards. As of February 18, 2022, we have approximately 21,000 employees (10,900 home health, 6,500 hospice, 1,900 personal care, 200 high acuity care and 1,000 corporate employees). In addition, we employ direct care workers on a contractual basis to support our existing workforce. Due to the nature of our business, we, through our employees and caregivers who provide services on our behalf, may be the subject of medical malpractice claims. A court could find these individuals should be considered our agents, and, as a result, we could be held liable for their acts or omissions. We cannot predict the effect that any claims of this nature, regardless of their ultimate outcome, could have on our business or reputation or on our ability to attract and retain patients and employees. While we maintain malpractice liability coverage that we believe is appropriate given the nature and breadth of our operations, any claims against us in excess of insurance limits, or multiple claims requiring us to pay deductibles, could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.

~~If we are unable to maintain our corporate reputation, our business may suffer.~~

Our success depends on our ability to maintain our corporate reputation, including our reputation for providing quality patient care and for compliance with Medicare requirements and the other laws to which we are subject. Adverse publicity surrounding any aspect of our business, including the death or disability of any of our patients due to our failure to provide proper care, or due to any failure on our part to comply with Medicare requirements or other laws to which we are subject, could negatively affect our Company’s overall reputation and the willingness of referral sources to refer patients to us.

~~A write off of a significant amount of intangible assets or long-lived assets could have a material adverse effect on our consolidated financial condition and results of operations.~~

A significant and sustained decline in our stock price and market capitalization, a significant decline in our expected future cash flows, a significant adverse change in the business climate or slower growth rates could result in the need to perform an impairment analysis under Accounting Standards Codification (“ASC”) Topic 350 “Intangibles – Goodwill and Other” in future periods in addition to our annual impairment test. If we were to conclude that a write down of goodwill is necessary, then we would record the appropriate charge, which could result in material charges that are adverse to our consolidated financial condition and results of operations. See Part II, Item 8, Note 5 – Goodwill and Other Intangible Assets, Net to our consolidated financial statements for additional information.

Because we have grown in part through acquisitions, goodwill and other acquired intangible assets represent a substantial portion of our assets. Goodwill was $1.2 billion as of December 31, 2021 and if we make additional acquisitions, it is likely that we will record additional goodwill and intangible assets in our consolidated financial statements. We also have long-lived assets consisting of property and equipment and other identifiable intangible assets of $129.6 million as of December 31, 2021, which we review on a periodic basis as well as when events or circumstances indicate that the carrying amount of an asset may not be recoverable. If a determination that a significant impairment in value of our unamortized intangible assets or long-lived assets occurs, such determination could require us to write off a substantial portion of our assets. A write off of these assets could have a material adverse effect on our consolidated financial condition and results of operations.

~~Our operations could be impacted by natural disasters and climate change.~~

The occurrence of natural disasters and extreme weather conditions, such as hurricanes, tornadoes, wildfires, earthquakes and floods, in the markets in which we operate could not only impact the day-to-day operations of our care centers, but could also disrupt our relationships with patients, employees and referral sources located in the affected areas and, in the case of our corporate office, our ability to provide administrative support services, including billing and collection services. In addition, any episode of care that is not completed due to the impact of a natural disaster will generally result in lower revenue for the episode. Our corporate office and a number of our care centers are located in the southeastern United States and the Gulf Coast Region, increasing our exposure to hurricanes and flooding. Moreover, global climate change could increase the intensity of individual hurricanes or the number of hurricanes that occur each year. Even if our facilities are not directly damaged, we may experience considerable disruptions in our operations due to property damage or electrical outages experienced in storm-affected areas by our care givers, payors, vendors and others. Additionally, long-term adverse weather conditions, whether caused by global climate change or otherwise, could cause an outmigration of people from the communities where our care centers are located. If any of the circumstances described above occur, there could be a harmful effect on our business and our results of operations could be adversely affected.

~~Risks Related to our Growth Strategies~~

Our growth strategy depends on our ability to acquire additional care centers and integrate and operate these care centers effectively, make investments and enter into joint ventures and other strategic relationships. If our growth strategy is unsuccessful or we are not able to successfully integrate newly acquired care centers into our existing operations, our business and consolidated financial condition, results of operations and cash flows could be materially adversely affected.

We may not be able to fully integrate the operations of our acquired businesses with our current business structure in an efficient and cost-effective manner. Acquisitions, investments, joint ventures or strategic relationships involve significant risks and uncertainties, including:

•~~Difficulties in recouping partial episode payments and other types of misdirected payments for services from the previous owners in an acquisition;~~

•~~Difficulties integrating acquired personnel and business practices into our business;~~

•~~The potential loss of key employees, referral sources or patients of acquired care centers;~~

•~~The delay in payments associated with change in ownership, control and the internal processes of the Medicare Administrative Contractors;~~

•~~The assumption of liabilities and exposure to unforeseen liabilities of acquired care centers;~~

•The incurrence or assumption of significant debt, which could also cause a deterioration of our credit ratings, result in increased borrowing costs and interest expense and diminish our future access to the capital markets;

•Diverging interests from those of our joint venture partners or other strategic partners - we may not be able to direct the management and operations of the joint venture or other strategic relationship in the manner we believe is most appropriate, exposing us to additional risk;

•Variability in operating results which could cause our financial results to differ from our own expectations or the investment community’s expectations in any given period, or over the long-term; and

•~~Pre-closing and post-closing earnings charges which could adversely impact operating results in any given period.~~

As a result of our acquisitions and investments, we have recorded significant goodwill and other assets on our balance sheet. If we are not able to realize the value of these assets, or if the fair value of our investments declines, we may be required to record impairment charges which could have a material adverse effect on our consolidated financial condition and results of operations.

Further, the financial benefits we expect to realize from many of our acquisitions are largely dependent upon our ability to improve clinical performance, overcome regulatory deficiencies, improve the reputation of the acquired business in the community and control costs. The failure to accomplish any of these objectives or to effectively integrate any of these businesses could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.

~~The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and as a result we may face unexpected liabilities.~~

Certain of the acquisition agreements by which we have acquired companies require the former owners to indemnify us against certain liabilities related to the operation of the acquired company before we acquired it. In most of these agreements, however, the liability of the former owners is limited, and certain former owners may be unable to meet their indemnification responsibilities. We cannot assure you that these indemnification provisions will protect us fully or at all, and as a result, we may face unexpected liabilities that could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.

~~State efforts to regulate the establishment or expansion of health care providers could impair our ability to expand our operations.~~

Some states require health care providers (including skilled nursing facilities, hospice care centers, home health care centers and assisted living facilities) to obtain prior approval, known as a CON or POA, in order to commence operations. See Part I, Item 1, “Our Regulatory Environment”CD&A for additional information on CONs and POAs. If we are not able to obtain such approvals, our ability to expand our operations could be impaired, which could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.

~~Federal regulation may impair our ability to consummate acquisitions or open new care centers.~~

~~Changes in federal laws or regulations may materially adversely impact our ability to acquire care centers or open new start-up care centers. For example,~~ the Social Security Act provides the Secretary with the authority to impose temporary moratoria on the enrollment of new Medicare providers, if deemed necessary to combat fraud, waste or abuse under government programs. While there are no active Medicare moratoria, there can be no assurance that CMS will not adopt a moratorium on new providers in the future. Additionally, in 2010, CMS implemented and amended a regulation known as the “36 Month Rule” that is applicable to home health care center acquisitions. Subject to certain exceptions, the 36 Month Rule prohibits buyers of certain home health care centers - those that either enrolled in Medicare or underwent a change in majority ownership fewer than 36 months prior to the acquisition - from assuming the Medicare billing privileges of the acquired care center. The 36 Month Rule may restrict bona fide transactions and potentially block new investments in home health agencies. These changes in federal laws and regulations, and similar future changes, may further increase competition for acquisition targets and could have a material detrimental impact on our acquisition strategy.

Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we have sold could adversely affect our business and consolidated financial condition, results of operations and cash flows.

We continually assess the strategic fit of our existing businesses and may divest, spin-off or otherwise dispose of businesses that are deemed not to fit with our strategic plan or are not achieving the desired return on investment. These transactions pose risks and challenges that could negatively impact our business and financial statements. For example, when we decide to sell or otherwise dispose of a business or assets, we may be unable to do so on satisfactory terms within our anticipated timeframe or at all, and even after reaching a definitive agreement to sell or dispose a business, the sale is typically subject to satisfaction of pre-closing conditions which may not become satisfied. In addition, divestitures or other dispositions may dilute our earnings per share, have other adverse tax, financial and accounting impacts and distract management, and disputes may arise with buyers. In addition, we may retain responsibility for and/or agree to indemnify buyers against some known and unknown contingent liabilities related to certain businesses or assets we sell or dispose. Any of these conditions or liabilities may negatively impact our results of operations and cash flows.

~~Risks Related to Laws and Government Regulations~~

We are subject to extensive government regulation. Any changes to the laws and regulations governing our business, or to the interpretation and enforcement of those laws or regulations, could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.

Our industry is subject to extensive federal and state laws and regulations. See Part I, Item 1, “Our Regulatory Environment” for additional information on such laws and regulations. Federal and state laws and regulations impact how we conduct our business, the services we offer and our interactions with patients, our employees and the public and impose certain requirements on us such as:

•~~licensure and certification;~~

•~~adequacy and quality of health care services;~~

•~~qualifications of health care and support personnel;~~

•~~quality and safety of medical equipment;~~

•~~confidentiality, maintenance and security associated with medical records and claims processing;~~

•~~relationships with physicians and other referral sources;~~

•~~operating policies and procedures;~~

•~~emergency preparedness risk assessments and policies and procedures;~~

•~~policies and procedures regarding employee relations;~~

•~~addition of facilities and services;~~

•~~billing for services;~~

•~~requirements for utilization of services;~~

•~~documentation required for billing and patient care; and~~

•~~reporting and maintaining records regarding adverse events.~~

These laws and regulations, and their interpretations, are subject to change. Changes in existing laws and regulations, or their interpretations, or the enactment of new laws or regulations could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows by:

•~~increasing our administrative and other costs;~~

•~~increasing or decreasing mandated services;~~

•~~causing us to abandon business opportunities we might have otherwise pursued;~~

•~~decreasing utilization of services;~~

•~~forcing us to restructure our relationships with referral sources and providers; or~~

•~~requiring us to implement additional or different programs and systems.~~

Additionally, we are subject to various routine and non-routine reviews, audits and investigations by the Medicare and Medicaid programs and other federal and state governmental agencies, which have various rights and remedies against us if they establish that we have overcharged the programs or failed to comply with program requirements. We are also subject to potential lawsuits under the federal False Claims Act and other federal and state whistleblower statutes designed to combat fraud and abuse in our industry. Violation of the laws governing our operations, or changes in interpretations of those laws, could result in the imposition of fines, civil or criminal penalties, and the termination of our rights to participate in federal and state-sponsored programs and/or the suspension or revocation of our licenses. If we become subject to material fines, or if other sanctions or other corrective actions are imposed on us, our business and consolidated financial condition, results of operations and cash flows could be materially adversely affected.

We face periodic and routine reviews, audits and investigations under our contracts with federal and state government agencies and private payors, and these audits could have adverse findings that may negatively impact our business.

As a result of our participation in the Medicare and Medicaid programs, we are subject to various governmental reviews, audits and investigations to verify our compliance with these programs and applicable laws and regulations. We also are subject to audits under various federal and state government programs in which third party firms engaged by CMS, including the Recovery Audit Contractors (“RACs”), Zone Program Integrity Contractors (“ZPICs”), Uniform Program Integrity Contractors ("UPICs"), Program Safeguard Contractors (“PSCs”), Medicaid Integrity Contractors (“MICs”) and Supplemental Medical Review Contractors (“SMRCs”), conduct extensive reviews of claims data and medical and other records to identify potential improper payments under the Medicare program. The Office of Inspector General-HHS ("OIG") also conducts audits and has included various home health agency and hospice payment and quality issues in its current workplan. Additionally, private pay sources reserve the right to conduct audits. If billing errors are identified in the sample of reviewed claims, the billing error can be extrapolated to all claims filed which could result in a larger overpayment than originally identified in the sample of reviewed claims. Our costs to respond to and defend reviews, audits and investigations may be significant and could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows. Moreover, an adverse review, audit or investigation could result in:

•~~required refunding or retroactive adjustment of amounts we have been paid pursuant to the federal or state programs or from private payors;~~

•~~state or federal agencies imposing fines, penalties and other sanctions on us;~~

•~~loss of our right to participate in the Medicare program, state programs or one or more private payor networks; or~~

•~~damage to our business and reputation in various markets.~~

~~These results could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.~~

~~If a care center fails to comply with the conditions of participation in the Medicare program, that care center could be subjected to sanctions or terminated from the Medicare program.~~

Each of our care centers must comply with required conditions of participation in the Medicare program. If we fail to meet the conditions of participation at a care center, we may receive a notice of deficiency from the applicable state surveyor. If that care center then fails to institute an acceptable plan of correction to remediate the deficiency within the correction period provided by the state surveyor, that care center could be terminated from the Medicare program or subjected to alternative sanctions. CMS may impose temporary management, direct a plan of correction, direct training or impose payment suspensions and civil monetary penalties, in each case, upon providers who fail to comply with the conditions of participation. Termination of one or more of our care centers from the Medicare program for failure to satisfy the program’s conditions of participation, or the imposition of alternative sanctions, could disrupt operations, require significant attention by management or have a material adverse effect on our business and reputation and consolidated financial condition, results of operations and cash flows.

~~We are subject to federal and state laws that govern our financial relationships with physicians and other health care providers, including potential or current referral sources.~~

We are required to comply with federal and state laws, generally referred to as “anti-kickback laws,” that prohibit certain direct and indirect payments or other financial arrangements between health care providers that are designed to encourage the referral of patients to a particular provider for medical services. In addition to these anti-kickback laws, the Federal Government has enacted specific legislation, the physician self-referral prohibition, commonly known as the “Stark Law,” that prohibits certain financial relationships, specifically including ownership interests and compensation arrangements, between physicians (and the immediate family members of physicians) and providers of designated health services, such as home health care centers, to whom the physicians refer patients. Some of these same financial relationships are also subject to additional regulation by states. Although we believe we have structured our relationships with physicians and other actual or potential referral sources to comply with these laws where applicable, the laws are complex. It is possible that courts or regulatory agencies may interpret state and federal anti-kickback laws and/or the Stark Law and similar state laws regulating relationships between health care providers and physicians in ways that will adversely implicate our practices or that isolated instances of noncompliance may occur. Violations of federal or state Stark or anti-kickback laws could lead to criminal or civil fines or other sanctions, including repayment of federal health care program payments related to these arrangements, denials of government program reimbursement or even exclusion from participation in governmental health care programs, which could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows. It is possible that a claim that results from a kickback or isdecisions made in ~~violation of the Stark Law also may render it false or fraudulent, creating further potential liability under the federal False Claims Act, discussed above.~~

~~We may face significant uncertainty in the industry due to government health care reform.~~

~~The health care industry in the United States is subject to fundamental changes due to ongoing health care reform efforts and related political, economic and regulatory influences.~~ early 2024.

Business Overview

In March 2010, comprehensive health care reform legislation was signed into law in the United States through the passage of PPACA, which called for a number of changes to Medicare payment rates and the rebasing of the home health payment system to be made over time. PPACA has had and will likely continue to have a significant impact upon the health care delivery system. Implementation of the regulations and related initiatives as required by PPACA may increase our costs, decrease our revenues, expose us to expanded liability or require us to revise the ways in which we conduct our business.

Various health care reform proposals similar to the federal reforms have also emerged at the state level, including in several states in which we operate. We cannot predict with certainty what health care initiatives, if any, will be implemented at the state level, or what the ultimate effect of federal health care reform or any future legislation or regulation may have on us or on our business and consolidated financial condition, results of operations and cash flows.

In addition to impacting our Medicare businesses, PPACA may also significantly affect our non-Medicare business. PPACA makes many changes to the underwriting and marketing practices of private payors. The resulting economic pressures could prompt these payors to seek to lower their rates of reimbursement for the services we provide. As a result, PPACA may continue to have residual effects on our non-Medicare business.

Finally, efforts to repeal or substantially modify provisions of the PPACA continue in Congress and in the courts. The ultimate outcomes of legislative efforts to repeal, substantially amend, eliminate or reduce funding for the PPACA is unknown. In addition to the prospect for legislative repeal or revision, administrative action, including revised regulation and other Executive Branch action, could impose changes on how the law is applied. The effect of any major modification or repeal of the PPACA on our business, operations or financial condition cannot be predicted, but could be materially adverse.

~~Risks Related to Liquidity~~

~~Delays in payment may cause liquidity problems.~~

Our business is characterized by delays from the time we provide services to the time we receive payment for these services. Timing delays in billings and collections may cause working capital shortages. Working capital management, including prompt and diligent billing and collection, is an important factor in achieving our financial results and maintaining liquidity. It is possible that delays in obtaining documentation support such as physician orders, system problems, Medicare or other payor issues or industry trends may extend our collection period, which may materially adversely affect our working capital, and our working capital management procedures may not successfully mitigate this risk.

On May 29, 2018, CMS issued a notice indicating its intention to re-launch a home health agency pre-claim review demonstration project. Now called the Review Choice Demonstration for Home Health Services ("RCD"), the revised demonstration will give home health agencies in the demonstration states three initial options: 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. Reduced review options are available for home health agencies that demonstrate compliance. Compliance with this process could result in increased administrative costs or delays in reimbursement for home health services in states subject to the demonstration.

Additionally, our hospice operations may experience payment delays. We have experienced payment delays when attempting to collect funds from state Medicaid programs in certain instances. Delays in receiving payments from these programs may also materially adversely affect our working capital.

~~Changes in units of payment for home health agencies could reduce our Medicare home health reimbursement levels.~~

Effective January 1, 2020, CMS implemented a revised case-mix adjustment methodology, the Patient-Driven Groupings Model ("PDGM"). Although this change was to be implemented in an overall budget neutral manner, the ultimate impact varied by provider based on factors including patient mix and admission source. Additionally, CMS made assumptions about behavioral changes which resulted in a 4.36% reduction to reimbursement. Accordingly, the adoption of PDGM had a negative impact on our Medicare revenue per episode in 2020. Payment updates could negatively impact our rates of reimbursement in future years and have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows. See Part I, Item 1, “Our Regulatory Environment – Home Health Payment Reform” for additional information.

The volatility and disruption of the capital and credit markets and adverse changes in the United States and global economies could impact our ability to access both available and affordable financing, and without such financing, we may be unable to achieve our objectives for strategic acquisitions and internal growth.

While we intend to finance strategic acquisitions and internal growth with cash flows from operations and borrowings under our revolving credit facility, we may require sources of capital in addition to those presently available to us. Uncertainty in the capital and credit markets may impact our ability to access capital on terms acceptable to us (i.e. at attractive/affordable rates) or at all, and this may result in our inability to achieve present objectives for strategic acquisitions and internal growth. Further, in the event we need additional funds, and we are unable to raise the necessary funds on acceptable terms, our business and consolidated financial condition, results of operations and cash flows could be materially adversely affected.

~~Our indebtedness could impact our financial condition and impair our ability to fulfill other obligations.~~

~~As of December 31, 2021,~~2023, we had ~~total outstanding indebtedness~~the great honor of approximately $448.0 million. Our level of indebtedness could have a material adverse effect on our business and consolidated financial position, results of operations and cash flows and could impair our ability to fulfill other obligations in several ways, including:

•it could require us to dedicate a portion of our cash flow from operations to payments on our indebtedness, which could reduce the availability of cash flow to fund acquisitions, start-ups, working capital, capital expenditures and other general corporate purposes;

•~~it could limit our ability to borrow money or sell stock~~caring for ~~working capital, capital expenditures, debt service requirements and other purposes;~~

•~~it could limit our flexibility in planning for, and reacting to, changes in our industry or business;~~

•~~it could make us more vulnerable to unfavorable economic or business conditions; and~~

•~~it could limit our ability to make acquisitions or take advantage of other business opportunities.~~

~~In the event we incur additional indebtedness, the risks described above could increase.~~

The agreements governing our indebtedness contain various covenants that limit our discretion in the operation of our business and our failure to satisfy requirements in these agreements could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.

The agreements governing our indebtedness (the “Debt Agreements”) contain certain obligations, including restrictive covenants that require us to comply with or maintain certain financial covenants and ratios and restrict our ability to:

•~~incur additional debt;~~

•~~redeem or repurchase stock, pay dividends or make other distributions;~~

•~~make certain investments;~~

•~~create liens;~~

•~~enter into transactions with affiliates;~~

•~~make acquisitions;~~

•~~enter into joint ventures;~~

•~~merge or consolidate;~~

•~~invest in foreign subsidiaries;~~

•~~amend acquisition documents;~~

•~~enter into certain swap agreements;~~

•~~make certain restricted payments;~~

•~~transfer, sell or leaseback assets; and~~

•~~make fundamental changes in our corporate existence and principal business.~~

Our Debt Agreements also limit our ability to reinvest the net cash proceeds from asset sales or subordinated debt issuances in certain circumstances. For example, in the event we or any of our subsidiaries receiveover 469,000 patients, making more than $510.6 million visits. Other major accomplishments in net cash proceeds from an asset sale, disposition or involuntary disposition, our Debt Agreements require us to prepay our term loan facility and revolving credit facility with all of such net cash proceeds, unless we elect to reinvest the net cash proceeds in fixed or capital assets related to our business.

2023 included:

In addition, events beyond our control could affect our ability to comply with the Debt Agreements. Any failure by us to comply with or maintain all applicable financial covenants and ratios and to comply with all other applicable covenants could result in an event of default with respect to the Debt Agreements. If we are unable to obtain a waiver from our lenders in the event of any non-compliance, our lenders could accelerate the maturity of any outstanding indebtedness and terminate the commitments to make further extensions of credit (including our ability to borrow under our revolving credit facility). Any failure to comply with these covenants could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.

~~The potential cessation or modification of the London Inter-Bank Offered Rate (~~“~~LIBOR~~”~~) may increase our interest expense or otherwise adversely affect us.~~

Our credit facility carries a floating interest rate which is tied to the Eurodollar rate (i.e., LIBOR) and the prime rate. On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit LIBOR quotations after 2021. However, on November 30, 2020, ICE Benchmark Administration (“IBA”) indicated that it would consult on its intention to cease publication of most USD LIBOR tenors beyond June 30, 2023. On March 5, 2021, the IBA announced that it will cease the publication of one week and two-month U.S. Dollar LIBOR and all non-USD (GBP, EUR, CHF and JPY) LIBOR settings at the end of December 2021, but will extend the publication of the remaining U.S. Dollar LIBOR settings (overnight and one, three, six and twelve month U.S. Dollar LIBOR) until the end of June 2023. U.S. bank regulators have advised banks to cease writing, subject to certain limited exceptions, new U.S. Dollar LIBOR contracts by the end of 2021, and the New York Federal Reserve’s Alternative Reference Rates Committee (“ARCC”) has identified the Secured Overnight Financing Rate (“SOFR”) as the recommended risk-free alternative rate for USD LIBOR. The extended cessation date for most USD LIBOR tenors will allow for more time for existing legacy USD LIBOR contracts to mature and provide additional time to continue to prepare for the transition from LIBOR. At this time, it is not possible to predict the effect any discontinuance, modification or other reforms to LIBOR, or the establishment of alternative reference rates such as SOFR, or any other reference rate, will have on the Company’s financial arrangements.

~~Risks Related to Ownership of Our Common Stock~~

~~The price of our common stock may be volatile, which could lead to securities litigation brought against us or cause investors to lose the value of their investment.~~

The price at which our common stock trades may be volatile. The stock market from time to time experiences significant price and volume fluctuations that impact the market prices of securities, particularly those of health care companies. The market price of our common stock may be influenced by many factors, including:

•~~our operating and financial performance;~~

•~~variances in our quarterly financial results compared to research analyst expectations;~~

•~~the depth and liquidity of the market for our common stock;~~

•~~future purchases or sales of common stock by the Company or large stockholders or the perception that such purchases or sales could occur;~~

•~~investor, analyst and media perception of our business and our prospects;~~

•~~developments relating to litigation or governmental investigations;~~

•~~changes or proposed changes in health care laws or regulations or enforcement of these laws and regulations, or announcements relating to these matters;~~

•~~departure of key personnel;~~

•~~changes in the Medicare, Medicaid and private insurance payment rates for home health and hospice;~~

•~~the operating and stock price performance of other comparable companies;~~

•~~announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;~~

•~~market and business conditions related to COVID-19;~~

•~~general economic and stock market conditions; or~~

•~~other factors described in this "Risk Factors" section and elsewhere in this Annual Report on Form 10-K.~~

In addition, the stock market in general, and the NASDAQ Global Select Market (“NASDAQ”) in particular, has experienced price and volume fluctuations that we believe have often been unrelated or disproportionate to the operating performance of health care provider companies. These broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance. As a result, investors may not be able to sell their common stock at or above the purchase price. In addition, securities class-action cases have often been brought against companies following periods of volatility in the market price of their securities. Such litigation, if instituted against us, could result in substantial costs and a diversion of management's attention and resources.

The activities of short sellers could reduce the price or prevent increases in the price of our common stock. “Short sale” is defined as the sale of stock by an investor that the investor does not own. Typically, investors who sell short believe the price of the stock will fall, and anticipate selling shares at a higher price than the purchase price at which they will buy the stock. As of December 31, 2021, investors held a short position of approximately one million shares of our common stock which represented 3% of our outstanding common stock. The anticipated downward pressure on our stock price due to actual or anticipated sales of our stock by some institutions or individuals who engage in short sales of our common stock could cause our stock price to decline.

~~Our Board of Directors may use anti-takeover provisions or issue stock to discourage a change of control.~~

Our certificate of incorporation currently authorizes us to issue up to 60,000,000 shares of common stock and 5,000,000 shares of undesignated preferred stock. Our Board of Directors may cause us to issue additional stock to discourage an attempt to obtain control of our company. For example, shares of stock could be sold to purchasers who might support our Board of Directors in a control contest or to dilute the voting or other rights of a person seeking to obtain control. In addition, our Board of Directors could cause us to issue preferred stock entitling holders to vote separately on any proposed transaction, convert preferred stock into common stock, demand redemption at a specified price in connection with a change in control or exercise other rights designed to impede a takeover.

~~The issuance of additional shares may, among other things, dilute the earnings and equity per share of our common stock and the voting rights of common stockholders.~~

We have implemented other anti-takeover provisions or provisions that could have an anti-takeover effect, including advance notice requirements for director nominations and stockholder proposals, no cumulative voting for directors, a requirement that director vacancies are filled by remaining directors (including vacancies resulting from removal), the number of directors is fixed by the Board of Directors, and the Board of Directors can increase or decrease the size of the Board of Directors without stockholder approval (within the range set forth in our Certificate of Incorporation and Bylaws). These provisions, and others that our Board of Directors may adopt hereafter, may discourage offers to acquire us and may permit our Board of Directors to choose not to entertain offers to purchase us, even if such offers include a substantial premium to the market price of our stock. Therefore, our stockholders may be deprived of opportunities to profit from a change of control.

Our Bylaws designate the Court of Chancery of the State of Delaware or, if the Court of Chancery does not have jurisdiction, the federal court for the District of Delaware, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could discourage lawsuits against us and our directors, officers, employees and stockholders.

Our Bylaws provide that unless we otherwise consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware or, if the Court of Chancery does not have jurisdiction, the federal court for the District of Delaware, will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of us, any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or our Certificate of Incorporation or Bylaws or any action asserting a claim governed by the internal affairs doctrine. This provision would not apply to claims brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other claim for which the federal courts have exclusive jurisdiction.

In addition, our Bylaws provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”), unless we consent in writing to the selection of an alternative forum.

These exclusive forum provisions may limit the ability of our stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes with us or our directors or officers, which may discourage such lawsuits against us and our directors, officers, employees and agents.

~~ITEM 1B. UNRESOLVED STAFF COMMENTS~~

~~None.~~

~~ITEM 2. PROPERTIES~~

Our executive office is located in Nashville, Tennessee in a leased property consisting of 25,097 square feet; our corporate headquarters is located in Baton Rouge, Louisiana in a leased property consisting of 85,955 square feet. We believe we have adequate space to accommodate our corporate staff located in these locations for the foreseeable future.

In addition to our executive office and corporate headquarters, we also lease facilities for our home health, hospice and personal-care care centers and our high acuity care joint ventures and administrative office. Generally, our leases have an initial term of five years, but range from one to ten years. Most of our leases also contain early termination options and renewal options. The following table shows the location of our 331 Medicare-certified home health care centers, 175 Medicare-certified hospice care centers, 14 personal-care care centers and 8 high acuity care joint ventures at December 31, 2021:

State Home Health Hospice Personal Care High Acuity Care State Home Health Hospice Personal Care High Acuity Care
Alabama 30 10 — — Nebraska 1 7 — —
Arizona 3 1 — 1 New Hampshire 3 4 — —
Arkansas 5 — — — New Jersey 2 7 — —
California 4 2 — — New York 5 — — 1
Connecticut 1 1 — — North Carolina 9 7 — —
Delaware 2 2 — — Ohio 1 5 — —
Florida 18 6 1 — Oklahoma 6 1 — —
Georgia 60 9 — — Oregon 3 1 — —
Illinois 3 1 — — Pennsylvania 7 22 — 2
Indiana 6 6 — — Rhode Island 1 2 — —
Iowa — 1 — — South Carolina 26 9 — 1
Kansas — 1 — — South Dakota — 2 — —
Kentucky 17 — — — Tennessee 45 15 1 —
Louisiana 9 5 — — Texas 3 12 — —
Maine 3 4 — — Virginia 13 6 — —
Maryland 9 3 — — Washington 2 — — —
Massachusetts 6 10 12 — West Virginia 11 6 — —
Michigan — 1 — 1 Wisconsin 1 3 — 2
Mississippi 9 1 — — Washington, D.C. 1 — — —
Missouri 6 2 — — Total 331 175 14 8

~~ITEM 3. LEGAL PROCEEDINGS~~

~~See Part II, Item 8, Note 11 – Commitments and Contingencies for information concerning our legal proceedings.~~

~~ITEM 4. MINE SAFETY DISCLOSURES~~

~~Not applicable.~~

~~PART II~~

~~ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~

~~Market Information and Holders~~

Our common stock trades on the NASDAQ Global Select Market under the trading symbol “AMED.” As of February 18, 2022, there were approximately 482 holders of record of our common stock. This number of holders of record does not represent the actual number of beneficial owners of our common stock because shares are frequently held in “street name” by securities dealers and others for the benefit of individual owners who have the right to vote their shares.

~~Dividend Policy~~

We have not declared or paid any cash dividends on our common stock or any other of our securities and do not expect to pay cash dividends for the foreseeable future. We currently intend to retain our future earnings, if any, to fund the development and growth of our business. Future decisions concerning the payment of dividends will depend upon our results of operations, financial condition, capital expenditure plans and debt service requirements, as well as such other factors that our Board of Directors, in its sole discretion, may consider relevant. In addition, our outstanding indebtedness restricts, and we anticipate any additional future indebtedness may restrict, our ability to pay cash dividends; provided, however, that we may pay dividends (i) payable solely in our equity securities or (ii) cash dividends if (1) no default or event of default under the Second Amended Credit Agreement shall have occurred and be continuing at the time of such dividend or would result therefrom, and (2) we demonstrate that, upon giving pro forma effect to such dividend, our consolidated leverage ratio (as defined in the Second Amended Credit Agreement) is less than 2.75 to 1.0.

~~Purchases of Equity Securities~~

~~The following table provides information with respect to purchases made by us of shares of our common stock during each of the months during the three-month period ended December 31, 2021:~~

Period (a)
Total Number
of Shares (or Units)
Purchased (b)
Average Price
Paid per Share (or Unit) (c)
Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs (d) Maximum Number (or
Approximate Dollar
Value) of Shares (or
Units) That May Yet Be
Purchased Under the
Plans or Programs
October 1, 2021 to October 31, 2021 1,272 $ 160.76 — $ 115,120,504 (2)
November 1, 2021 to November 30, 2021 — — 95,118 100,122,288 (2)
December 1, 2021 to December 31, 2021 — — — 100,122,288 (2)
1,272 (1) $ 160.76 95,118 $ 100,122,288 (3)

~~(1)~~Includes shares of common stock surrendered to us by certain employees to satisfy tax withholding and/or strike price obligations in connection with the vesting of non-vested stock and the exercise of stock options previously awarded to such employees under our 2008 and 2018 Omnibus Incentive Compensation Plans.

~~(2)~~Includes amounts remaining under our existing $100 million share repurchase program, approved by our Board of Directors on December 17, 2020 (the "2021 Share Repurchase Program"), and an additional $100 million under a new share repurchase program approved by our Board of Directors on August 2, 2021 (the "New Share Repurchase Program"), which will commence upon the completion of the 2021 Share Repurchase Program.

~~(3)~~Includes amounts remaining under the 2021 Share Repurchase Program, which expired on December 31, 2021, and the New Share Repurchase Program as of December 31, 2021. Effective as of January 1, 2022, we are authorized to repurchase up to $100 million of our common stock through December 31, 2022.

~~Stock Performance Graph~~

The Performance Graph below compares the cumulative total stockholder return on our common stock, $0.001 par value per share, for the five-year period ended December 31, 2021, with the cumulative total return on the NASDAQ composite index and an industry peer group over the same period (assuming the investment of $100 in our common stock, the NASDAQ composite index and the industry peer group on December 31, 2016 and the reinvestment of dividends). The peer group we selected is comprised of: Addus Homecare Corporation ("ADUS"), Chemed Corporation ("CHE"), Encompass Health Corporation ("EHC"), LHC Group, Inc. (“LHCG”) and National Healthcare Corporation (“NHC”). The cumulative total stockholder return on the following graph is historical and is not necessarily indicative of future stock price performance. No cash dividends have been paid on our common stock.

12/31/2016 12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021
Amedisys, Inc. $ 100.00 $ 123.65 $ 274.71 $ 391.56 $ 688.08 $ 379.73
NASDAQ Composite $ 100.00 $ 129.64 $ 125.96 $ 172.17 $ 249.51 $ 304.85
Peer Group $ 100.00 $ 126.14 $ 162.75 $ 217.86 $ 273.49 $ 230.40

This stock performance information is “furnished” and shall not be deemed to be “soliciting material” or subject to Regulation 14A under the Exchange Act, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date of this report and irrespective of any general incorporation by reference language in any such filing, except to the extent we specifically incorporate the information by reference.

~~ITEM 6. [RESERVED]~~

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

The following discussion and analysis provides information we believe is relevant to an assessment and understanding of our results of operations and financial condition for 2021, 2020 and 2019. This discussion should be read in conjunction with our audited financial statements included in Item 8, "Financial Statements and Supplementary Data” and Part I, Item 1, “Business” of this Annual Report on Form 10-K. The following analysis contains forward-looking statements about our future revenues, operating results and expectations. See “Special Caution Concerning Forward-Looking Statements” for a discussion of the risks, assumptions and uncertainties affecting these statements as well as Part I, Item 1A, “Risk Factors.”

For a discussion of a comparison of the years ended December 31, 2020 and December 31, 2019, please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission on February 25, 2021.

~~Overview~~

We are a provider of high-quality in-home healthcare and related services to the chronic, co-morbid, aging American population, with approximately 75%, 75% and 74% of our revenue derived from Medicare for 2021, 2020 and 2019, respectively.

Our operations involve servicing patients through our four reportable business segments: home health, hospice, personal care and high acuity care. Our home health segment delivers a wide range of services in the homes of individuals who may be recovering from an illness, injury or surgery. Our hospice segment provides care that is designed to provide comfort and support for those who are facing a terminal illness. Our personal care segment provides patients assistance with the essential activities of daily living. Our high acuity care segment, which was established with the acquisition of Contessa Health ("Contessa") on August 1, 2021, delivers the essential elements of inpatient hospital and skilled nursing facility ("SNF") care to patients in their homes. As of December 31, 2021, we owned and operated 331 Medicare-certified home health care centers, 175 Medicare-certified hospice care centers, 14 personal-care care centers and 8 high acuity care joint ventures in 38 states within the United States and the District of Columbia.

~~Care Centers Summary (Includes Unconsolidated Joint Ventures)~~

Home Health Hospice Personal Care High Acuity Care
At December 31, 2018 323 84 12 —
Acquisitions/Expansions/Denovos 3 59 — —
Closed/Consolidated (5) (5) — —
At December 31, 2019 321 138 12 —
Acquisitions/Expansions/Denovos 4 54 2 —
Closed/Consolidated (5) (12) — —
At December 31, 2020 320 180 14 —
Acquisitions/Expansions/Denovos 11 1 — 8
Closed/Consolidated — (6) — —
At December 31, 2021 331 175 14 8

~~2021 Developments~~

•

Maintained the highest Quality of Patient Care star score in the ~~home health~~Home Health industry in the Home Health Compare (“HHC”) April 2024 preview of ~~4.33~~4.35 stars, with ~~95%~~96% of our care centers at 4+ ~~Stars.~~Stars and 36 care centers rated at 5 stars;

For the 2023 annual grants to our Named Executive Officers (other than Mr. Kusserow), the Compensation Committee set the performance target at adjusted EBITDA of $216.2 million (threshold), $240.2 million (target) and $264.2 million (stretch/maximum), with incremental payouts between threshold and target and between target and stretch/maximum calculated on a dollar for dollar basis (i.e. every $1 change in adjusted EBITDA will yield an additional payout, once threshold has been met). If threshold was not achieved, the grant would not vest. The Company communicated the adjusted EBITDA performance target and related TSR modifier to the executive officers in February 2023; however, after the closing of the divestiture of the Company’s personal care line of business on March 31, 2023, the Compensation Committee exercised its discretion and approved revised adjusted EBITDA performance targets to account for the divestiture.

Actual adjusted EBITDA performance of $247.0 million was between the target and stretch/maximum level of performance. Accordingly, the Named Executive Officers (other than Mr. Kusserow) earned 127.23% of their respective target number of performance-based RSUs, which will be adjusted upward or downward based on the Company’s relative TSR for the three-year period ending December 31, 2025.

In setting the financial ~~statements~~performance target for ~~additional information)~~the long-term incentive equity awards to our Named Executive Officers at adjusted EBITDA of $240.2 million (target), the Compensation Committee considered that adjusted EBITDA is also one of the performance measures for the annual incentive compensation (cash bonus) opportunity, but the Compensation Committee believed that it was an appropriate measure for both components of compensation because (i) it is one of several separate measures for the annual incentive compensation (cash bonus) opportunity, (ii) the long-term incentive equity awards are also adjusted upward or downward based on three-year TSR performance, and (iii) the Compensation Committee believes that adjusted EBITDA growth encourages our executive officers to focus on improving earnings and profitable growth and that this measure is aligned with our overall objective of creating long-term value for our stockholders.

Equity Award to Mr. Kusserow for Returning to CEO Role. In January 2023, our Compensation Committee granted a one-time special equity award to Mr. Kusserow, comprised of 41,313 time-based RSUs, which vested on April 10, 2023, the date Mr. Kusserow ceased to serve as Chief Executive Officer, in connection with Mr. Kusserow’s reappointment as Chief Executive Officer in November 2022. Mr. Kusserow did not receive the annual equity award granted to our non-employee directors in May 2023.


Named Executive Officer	Date of Grant	Value of Award ($)		Time-Based RSUs (#)
Paul B. Kusserow	1/2/2023	$	3,500,000		41,313

The time-based RSUs vested on April 10, 2023, when Mr. Kusserow ceased serving as Chief Executive Officer.

One-Time Equity Awards to Mr. Ashworth in Connection with Appointment as CEO.

41 In connection with Mr. Ashworth’s appointment as President and Chief Executive Officer, on April 12, 2023, our Compensation Committee granted to Mr. Ashworth the following equity awards, in addition to the 2023 annual equity awards granted to all of our Named Executive Officers, which are described under the heading “Pay for Performance—Annual Equity Awards to our Named Executive Officers (Other Than Our Former Chief Executive Officer)” above.


Named Executive Officer	Date of Grant	Value of Award ($)		Performance-Based RSUs (# at Target Performance)		Time-Based RSUs (#)		Vesting Date
Richard Ashworth	4/12/2023	$	2,500,000		0		31,321		4/12/2024
Richard Ashworth	4/12/2023	$	5,000,000		62,641		0		4/12/2028

The performance-based RSUs vest 100% on the fifth anniversary of the date of grant if the specified performance condition, tied to performance after the first three years after the date of grant, is met (with a payout of 50% to 300% of the number of RSUs granted, depending on the level of performance achieved once a threshold level of performance is met). The time-based RSUs vest one year from the date of grant.

One-Time Awards to Certain of our Named Executive Officers as Consideration for Waiver of “Good Reason” Resignation. In June 2023, in connection with the pending Merger, our Compensation Committee approved equity awards for Messrs. Ashworth and Ginn as consideration for their waiver of their right to resign for “Good Reason” (as defined in the CEO Severance Plan, Executive Severance Plan and 2018 Omnibus Incentive Compensation Plan) as a result of a material diminution of their authority, responsibilities or duties during the six-month period following the Effective Time of the Merger. The special, one-time awards were in the form of time-based RSUs that vest ratably over three years from the date of grant, assuming that the Named Executive Officer remains employed on the applicable vesting date. The value and amount of the special, one-time equity awards are as follows:


Named Executive Officer	Date of Grant	Value ($)		Time-Based RSUs (#)
Richard Ashworth	6/26/2023	$	2,500,000		27,410
Scott G. Ginn	6/26/2023	$	1,500,000		16,446

Effect of Pending Merger on Outstanding Equity Awards. Upon the Effective Time of the Merger, each outstanding time-based RSU and stock option award held by Amedisys employees, including our Named Executive Officers, will convert into an equivalent RSU award or option, as applicable, of UnitedHealth Group relating to the number of shares of UnitedHealth Group common stock based on an exchange ratio as set forth in the Merger Agreement (with a corresponding adjustment to the exercise price of stock options based on the exchange ratio). In addition, each Amedisys performance-based RSU award held by Amedisys employees will be converted into an equivalent RSU award of UnitedHealth Group based on the exchange ratio as set forth in the Merger Agreement, assuming achievement at the target level of performance with respect to any Amedisys performance-based RSU for which the level of performance-vesting has not yet been determined.

Other Practices, Policies and Guidelines

Benefits

Our executive officers also participate in the retirement, health and welfare benefit programs generally available to our other employees, including paid vacation and paid Company holidays. In a few limited circumstances, the Company provides other benefits to our executive officers, as detailed in the tables following this CD&A, but we limit special benefits and perquisites for use only as necessary to attract and retain executive talent.

Certain of our executive officers have participated in our Employee Stock Purchase Plan (“ESPP”). Under the terms of the ESPP, eligible employees may elect to contribute on an after-tax basis between 1% and 15% of their annual pay through regular payroll deductions to purchase our common stock; provided, however, that an employee may not contribute more than $25,000 to the plan on an annual basis pursuant to Internal Revenue Service restrictions. Shares are purchased at a 15% discount of the market value of our common stock at the close of business on the last day of each fiscal quarter. None of the Named Executive Officers have purchased shares under the ESPP since the second quarter 2023 offering period as commencement of an offering period after the date of the Merger Agreement is prohibited under the Merger Agreement.

~~Home Health Segment~~

Amended and Restated Severance Plan for Executive Officers

The stated purpose of the Executive Severance Plan is to provide a fair framework in the event of a termination of employment in certain circumstances of the Company’s executive officers. To be eligible for benefits under the Executive Severance Plan, an executive (each, a “Covered Executive”) must (1) be employed by the Company (through the Company’s common payroll agent, Amedisys Holding, L.L.C.) in the position of an executive officer as appointed by the Board of Directors or have been designated in writing by the Board of Directors or the Compensation Committee, as appropriate, as being covered by the Executive Severance Plan; and (2) have executed and delivered to the Company (and not have revoked or attempted to revoke) the Company’s Executive Protective Covenants Agreement (“EPCA” or other similarly named agreement). Our Chief Executive Officer is entitled to receive severance benefits for certain qualifying terminations pursuant to the separate Amedisys Holding, L.L.C. Amended and Restated Severance Plan for Chief Executive Officer. See “CEO Severance Plan” below.

If any Covered Executive is terminated by the Company without “Cause” or resigns with “Good Reason” in each case prior to a “Change in Control,” each as defined in the Executive Severance Plan, such Covered Executive shall be entitled to an amount equal to one (1) times the sum of (A) the Covered Executive’s base salary, as in effect on the date of employment termination (or in the event a reduction in base salary is a basis for a termination with Good Reason, then the base salary in effect immediately prior to such reduction) and (B) the greater of (x) an amount equal to the cash bonus earned by the Covered Executive for the previous fiscal year or (y) an amount equal to the Covered Executive’s short-term incentive bonus target percentage for the fiscal year in which the termination occurs, multiplied by the Covered Executive’s base salary as in effect on the date of employment termination (or, in the event a reduction in base salary is a basis for termination for Good Reason, then the base salary in effect immediately prior to such reduction), which amount shall be payable in substantially equal monthly installments in accordance with the Company’s normal payroll practices for a period of 12 months. Further, any unvested equity awards issued in the name of the Covered Executive as of the date of employment termination will vest in accordance with the terms contained in the applicable award agreement for such awards.

If any Covered Executive is terminated by the Company without “Cause” or resigns with “Good Reason” in each case within two years following a “Change in Control,” such Covered Executive shall be entitled to an amount equal to two (2) times the sum of (A) the Covered Executive’s base salary, as in effect on the date of employment termination (or in the event a reduction in base salary is a basis for a termination with Good Reason, then the base salary in effect immediately prior to such reduction) and (B) the greater of (x) an amount equal to the cash bonus earned by the Covered Executive for the previous fiscal year or (y) an amount equal to the Covered Executive’s short-term incentive bonus target percentage for the fiscal year in which the termination occurs, multiplied by the Covered Executive’s base salary, as in effect on the date of employment termination (or, in the event a reduction in base salary is a basis for termination for Good Reason, then the base salary in effect immediately prior to such reduction), which amount shall be payable in a lump sum. Further, any unvested equity awards issued in the name of the Covered Executive as of the date of employment termination will vest in accordance with the provisions of the 2018 Omnibus Incentive Compensation Plan or any successor thereto.

Temporary Enhancement of Termination Payments Under Executive Severance Plan During 2023

As a result of the executive officer transitions during 2022 and in order to encourage retention of the leadership team, on November 21, 2022, the Compensation Committee approved an amendment to the Executive Severance Plan to provide change in control level cash severance benefits upon a termination of a covered executive without Cause or a resignation by a covered executive with Good Reason (each as defined in the Executive Severance Plan) that occurred through the end of calendar year 2023, consisting of a cash payment of two times the sum of (A) the covered executive’s base salary, as in effect on the date of employment termination, and (B) the greater of (x) an amount equal to the cash bonus earned by the covered executive for the previous fiscal year or (y) an amount equal to the covered executive’s short-term incentive bonus target percentage for the fiscal year of the employment termination times the covered executive’s base salary, as in effect on the date of the employment termination. This temporary expansion of severance benefits expired on December 31, 2023.

CEO Severance Plan

Under the terms of the CEO Severance Plan, if the Chief Executive Officer is terminated by the Company without “Cause” or resigns with “Good Reason” in each case prior to a “Change in Control,” each as defined in the CEO Severance Plan, such Chief Executive Officer will be entitled to an amount equal to two (2) times the sum of (A) the Chief Executive Officer’s base salary, as in effect on the date of employment termination (or in the event a reduction in base salary is a basis for a termination with Good Reason, then the base salary in effect immediately prior to such reduction), and (B) the greater of (x) an amount equal to the cash bonus earned by the Chief Executive Officer for the previous fiscal year or (y) an amount equal to the Chief Executive Officer’s short-term incentive bonus target percentage for the fiscal year in which the termination occurs, multiplied by the Chief Executive Officer’s base salary as in effect on the date of employment termination (or, in the event a reduction in base salary is a basis for termination for Good Reason, then the base salary in effect immediately prior to such reduction), payable in substantially equal monthly installments for a period of 12 months. Further, any unvested equity awards issued in the name of the Chief Executive Officer as of the date of employment termination will vest in accordance with the terms contained in the applicable award agreement for such awards.

If the Chief Executive Officer is terminated by the Company without “Cause” or resigns with “Good Reason” in each case within two years following a “Change in Control,” such Chief Executive Officer will be entitled to an amount equal to three (3) times the sum of (A) the Chief Executive Officer’s base salary, as in effect on the date of employment termination (or in the event a reduction in base salary is a basis for a termination with Good Reason, then the base salary in effect immediately prior to such reduction), and (B) the greater of (x) an amount equal to the cash bonus earned by the Chief Executive Officer for the previous fiscal year or (y) an amount equal to the Chief Executive Officer’s short-term incentive bonus target percentage for the fiscal year in which the termination occurs, multiplied by the Chief Executive Officer’s base salary as in effect on the date of employment termination (or, in the event a reduction in base salary is a basis for termination for Good Reason, then the base salary in effect immediately prior to such reduction), payable in a lump sum. Further, any unvested equity awards issued in the name of the Chief Executive Officer as of the date of employment termination will vest in accordance with the provisions of the 2018 Omnibus Incentive Compensation Plan, as amended from time to time, or any successor thereto.

Mr. Ashworth participates in the CEO Severance Plan. Mr. Kusserow did not participate in the CEO Severance Plan upon his return to the Chief Executive Officer role from November 2022 until April 2023.

Stock Ownership

Included in the Corporate Governance Guidelines adopted by our Board of Directors are stock ownership requirements applicable to our Chief Executive Officer and our other executive officers. In an effort to more closely align our Chief Executive Officer’s interests with those of our stockholders, the Chief Executive Officer must own Company shares with a fair market value equal to at least six times his base salary.

In addition, each other executive officer of the Company must own Company shares with a fair market value equal to at least three times his or her base salary. Each executive officer is required to retain at least half of the net after-tax shares received upon vesting or exercise of his or her equity awards until the holding requirement is met.

Once the Chief Executive Officer or other executive officer accumulates shares with a value equal to the required multiple of base salary, he or she must retain the minimum number of shares originally accumulated to meet the threshold requirement on a going-forward basis. If the Company’s stock price subsequently declines after the stock ownership requirements are met, he or she will not be required to acquire additional shares.

Tax and Accounting Implications of Compensation

The Compensation Committee has considered the accounting and tax impact of various elements of compensation provided to our executive officers to balance the potential cost to us with the benefit and value of the compensation to the executive officers, but those considerations have generally not been a material factor in determining amounts of compensation for our executive officers.

Compensation Risk Assessment

Our management believes that our incentive compensation arrangements provide incentives that do not encourage risk-taking beyond our organization’s ability to effectively identify and manage significant risks; are compatible with effective internal controls and the risk management practices of our Company; and are supported by the oversight and administration of the Compensation Committee with regard to executive compensation programs.

We based the above conclusions on the following: for the annual long-term (equity-based) compensation programs in place in 2023 for our (i) executive officers and (ii) corporate and field (non-executive) management, awards were subject to time-based vesting conditions, and the performance targets for the performance-based awards were linked to overall corporate performance (adjusted EBITDA target, as modified upward or downward based on the Company’s three-year relative TSR compared to a peer group of companies). For the annual short-term (cash bonus) compensation programs in place for our (i) executive officers and (ii) corporate and field senior (non-executive) management in place in 2023, performance targets were linked to overall corporate performance (adjusted EBITDA and revenue growth targets), quality of patient care and people/human capital goals (all performance goals are defined more fully on pages 19 to 20 of this Amendment No. 1). For the annual short-term (cash bonus) compensation programs in place for our eligible field operations leaders, performance targets were linked to multiple performance measures similar to our corporate plans, with reasonable caps and appropriate controls to establish targets and validate actual performance against the targets before payouts were made.

Further, our Chief People Officer or other members of the human resources team and/or company internal counsel, as appropriate, report to the full Board on at least a quarterly basis on matters relating to employee compensation. In addition, our independent compensation consultant regularly reviews our executive compensation program for the purpose of identifying potential sources of risk and reports its findings to the Compensation Committee.

Agreements with our Executive Officers

We currently do not have any employment agreements in place with any of our executive officers.

2024 Executive Compensation Decisions

In the first quarter of 2024, in accordance with the terms of the Merger Agreement, we implemented the following pay practices:

approved the 2024 short-term incentive (cash bonus) plan, with the following performance measures and weightings: adjusted EBITDA (55%); Growth (20%); and Quality (25%);

required an adjusted EBITDA “gate” of target level of performance for the remaining 2024 short-term incentive compensation (cash bonus) plan performance measures (growth/revenue and quality of patient care performance goals) to pay out above the target level;

awarded 2024 annual equity awards comprised solely of time-based RSUs on February 16, 2024, which will vest ratably over four years from the date of grant; and

increased the base salaries of our Named Executive Officers by 3%.

2023 SUMMARY COMPENSATION TABLE

The following table ~~summarizes~~sets forth information concerning total compensation for our ~~home health segment results~~Named Executive Officers for 2023, 2022 and 2021.


Name and Principal Position	Year		Salary ($)		Bonus ($)			Stock Awards ($)⁽¹⁾		Option Awards ($)⁽¹⁾		Non-Equity Incentive Plan Compensation ($)⁽²⁾		All Other Compensation ($)			Total ($)
Paul B. Kusserow Former Chief Executive Officer and Chairman (PEO)		2023	$	373,846	$	50,000	⁽³⁾	$	3,451,288	$	—	$	—	$	120,242	⁽⁴⁾	$	3,995,376
		2022	$	370,385	$	—		$	3,500,248	$	—	$	—	$	205,359		$	4,075,992
		2021	$	900,000	$	—		$	7,245,979	$	—	$	158,895	$	43,383		$	8,348,257
Richard Ashworth President and Chief Executive Officer (PEO)		2023	$	692,308	$	—		$	13,519,582	$	1,253,621	$	1,000,000	$	260,668	⁽⁵⁾	$	16,726,179
Scott G. Ginn Chief Operating Officer, Executive Vice President and Chief Financial Officer (PFO)		2023	$	675,000	$	—		$	2,714,041	$	376,370	$	675,000	$	13,947	⁽⁶⁾	$	4,454,358
		2022	$	582,692	$	—		$	3,125,170	$	375,133	$	66,420	$	10,826		$	4,160,241
		2021	$	565,385	$	—		$	3,125,577	$	375,050	$	203,032	$	10,897		$	4,279,941
Michael P. North Chief Information Officer		2023	$	420,192	$	—		$	608,825	$	188,207	$	318,750	$	16,006	⁽⁷⁾	$	1,551,980
Michael P. North Chief Information Officer		2022	$	400,000	$	—		$	562,543	$	187,597	$	29,520	$	12,858		$	1,192,518
Nick Muscato Chief Strategy Officer		2023	$	407,692	$	100,000		$	405,949	$	125,471	$	318,750	$	10,642	⁽⁸⁾	$	1,368,504
Nick Muscato Chief Strategy Officer		2022	$	318,269	$	50,000		$	1,375,257	$	125,065	$	24,600	$	8,070		$	1,901,261
Denise Bohnert Chief Compliance Officer		2023	$	395,192	$	37,500		$	405,949	$	125,471	$	300,000	$	10,993	⁽⁹⁾	$	1,275,105
Denise Bohnert Chief Compliance Officer		2022	$	365,385	$	—		$	375,172	$	125,065	$	27,675	$	6,661		$	899,958

(1)

The values for stock in this column reflect the aggregate grant date fair value of stock awards granted during the fiscal years ended December 31, 2023, 2022 and 2021 pursuant to our 2018 Omnibus Incentive Compensation Plan. Generally, the grant date fair value is the amount that we would expense in our financial statements over the vesting period of the award based on the probable outcome of the award conditions. Assumptions used in the calculation of this amount are included in Note 11 to our audited financial statements for the year ended December 31, 2023, which were included in our Annual Report on Form 10-K filed with the SEC on February 22, 2024. Additional information regarding these awards appears under the heading “2023 Long-Term Incentives (Equity-Based Compensation)” in the CD&A.

(2)

The amounts in this column reflect the amount earned under the annual performance-based non-equity incentive compensation plan for the applicable year. Mr. Kusserow did not participate in the 2023 or 2022 short-term incentive (cash bonus) programs. See “2023 Annual Performance-Based Incentive Compensation (Cash Bonuses)” in the CD&A for additional information.

(3)	This amount represents a one-time payment for transition services related to Contessa.

(4)

This amount consists of $108,333 in director cash retainer fees from May 18, 2023 through December 31, 2023, $7,128 for employer-paid contributions for Mr. Kusserow pursuant to our 401(k) Benefit Plan, $240 for the cash payment of fractional shares related to stock vesting that occurred in 2023 and $4,541 in costs attributable to life insurance premiums paid by us on Mr. Kusserow’s behalf where we are not the beneficiary. See “Director Compensation” for additional information about the cash retainer fees for Mr. Kusserow’s service as our Chairman.

(5)	This amount consists of $8,712 for employer-paid contributions to Mr. Ashworth pursuant to our 401(k) Benefit Plan, $250,000 for relocation and other related expenses and $1,956 in costs attributable to life insurance premiums paid by us on Mr. Ashworth’s behalf where we are not the beneficiary.

(6)

This amount consists of $8,712 for employer-paid contributions to Mr. Ginn pursuant to our 401(k) Benefit Plan, $578 for the cash payment of fractional shares related to stock vesting that occurred in 2023, $85 for a health wellness credit and $4,572 in costs attributable to life insurance premiums paid by us on Mr. Ginn’s behalf where we are not the beneficiary.

(7)

This amount consists of $7,525 for employer-paid contributions for Mr. North pursuant to our 401(k) Benefit Plan, $674 for the cash payment of fractional shares related to stock vesting that occurred in 2023 and $7,807 in costs attributable to life insurance premiums paid by us on Mr. North’s behalf where we are not the beneficiary.

(8)

This amount consists of $8,641 for employer-paid contributions for Mr. Muscato pursuant to our 401(k) Benefit Plan, $644 for the cash payment of fractional shares related to stock vesting that occurred in 2023 and $1,357 in costs attributable to life insurance premiums paid by us on Mr. Muscato’s behalf where we are not the beneficiary.

(9)

This amount consists of $8,103 for employer-paid contributions for Ms. Bohnert pursuant to our 401(k) Benefit Plan, $459 for the cash payment of fractional shares related to stock vesting that occurred in 2023, $27 related to a prize won by Ms. Bohnert and $2,404 in costs attributable to life insurance premiums paid by us on Ms. Bohnert’s behalf where we are not the beneficiary.

2023 GRANTS OF PLAN BASED AWARDS


															All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Share)		Grant Date Fair Value ($)⁽¹¹⁾



			Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
Paul B. Kusserow
Time-Vesting Restricted Stock Units⁽¹⁾		1/2/2023	$	—	$	—	$	—		—		—		—		41,313		—	$	—	$	3,451,288
2023 Short Term (Cash Bonus) Incentive Plan			$	—	$	—	$	—		—		—		—		—		—	$	—	$	—
Richard Ashworth
Performance-Based Restricted Stock Units⁽²⁾		4/12/2023	$	—	$	—	$	—		31,321		62,641		187,923		—		—	$	—	$	4,607,246
Performance-Based Restricted Stock Units⁽³⁾		4/12/2023	$	—	$	—	$	—		23,491		31,321		62,642		—		—	$	—	$	2,667,923
Time-Based Nonqualified Stock Options⁽⁵⁾		4/12/2023	$	—	$	—	$	—		—		—		—		—		33,711	$	79.82	$	1,253,621
Time Vesting Restricted Stock Units⁽⁷⁾		4/12/2023	$	—	$	—	$	—		—		—		—		15,661		—	$	—	$	1,250,061
Time-Vesting Restricted Stock Units⁽⁸⁾		4/12/2023	$	—	$	—	$	—		—		—		—		31,321		—	$	—	$	2,500,042
Time-Vesting Restricted Stock Units⁽¹⁰⁾		6/26/2023	$	—	$	—	$	—		—		—		—		27,410		—	$	—	$	2,494,310
2023 Short Term (Cash Bonus) Incentive Plan			$	500,000	$	1,000,000	$	2,000,000		—		—		—		—		—	$	—	$	—
Scott G. Ginn
Performance-Based Restricted Stock Units⁽⁴⁾		2/23/2023	$	—	$	—	$	—		6,130		8,173		16,346		—		—	$	—	$	842,391


															All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Share)		Grant Date Fair Value ($)⁽¹¹⁾



			Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
Time-Based Nonqualified Stock Options⁽⁶⁾		2/23/2023	$	—	$	—	$	—		—		—		—		—		8,627	$	91.77	$	376,370
Time-Vesting Restricted Stock Units⁽⁹⁾		2/23/2023	$	—	$	—	$	—		—		—		—		4,087		—	$	—	$	375,064
Time-Vesting Restricted Stock Units⁽¹⁰⁾		6/26/2023	$	—	$	—	$	—		—		—		—		16,446		—	$	—	$	1,496,586
2023 Short Term (Cash Bonus) Incentive Plan			$	337,500	$	675,000	$	1,350,000		—		—		—		—		—	$	—	$	—
Michael P. North
Performance-Based Restricted Stock Units⁽⁴⁾		2/23/2023	$	—	$	—	$	—		3,066		4,087		8,174		—		—	$	—	$	421,247
Time-Based Nonqualified Stock Options⁽⁶⁾		2/23/2023	$	—	$	—	$	—		—		—		—		—		4,314	$	91.77	$	188,207
Time-Vesting Restricted Stock Units⁽⁹⁾		2/23/2023	$	—	$	—	$	—		—		—		—		2,044		—	$	—	$	187,578
2023 Short Term (Cash Bonus) Incentive Plan			$	159,375	$	318,750	$	637,500		—		—		—		—		—	$	—	$	—
Nick Muscato
Performance-Based Restricted Stock Units⁽⁴⁾		2/23/2023	$	—	$	—	$	—		2,044		2,725		5,450		—		—	$	—	$	280,866
Time-Based Nonqualified Stock Options⁽⁶⁾		2/23/2023	$	—	$	—	$	—		—		—		—		—		2,876	$	91.77	$	125,471
Time-Vesting Restricted Stock Units⁽⁹⁾		2/23/2023	$	—	$	—	$	—		—		—		—		1,363		—	$	—	$	125,083
2023 Short Term (Cash Bonus) Incentive Plan			$	159,375	$	318,750	$	637,500		—		—		—		—		—	$	—	$	—
Denise Bohnert
Performance-Based Restricted Stock Units⁽⁴⁾		2/23/2023	$	—	$	—	$	—		2,044		2,725		5,450		—		—	$	—	$	280,866
Time-Based Nonqualified Stock Options⁽⁶⁾		2/23/2023	$	—	$	—	$	—		—		—		—		—		2,876	$	91.77	$	125,471
Time-Vesting Restricted Stock Units⁽⁹⁾		2/23/2023	$	—	$	—	$	—		—		—		—		1,363		—	$	—	$	125,083
2023 Short Term (Cash Bonus) Incentive Plan			$	150,000	$	300,000	$	600,000		—		—		—		—		—	$	—	$	—

(1)	The amounts shown in this row reflect the number of time-vesting only restricted stock units granted to Mr. Kusserow on January 2, 2023. This award vested on April 10, 2023, the date on which Mr. Kusserow ceased serving as Chief Executive Officer.

(2)

The amounts shown in this row reflect the threshold (50% of target), target (100%) and maximum (300% of target) number of performance-based restricted stock units granted to Mr. Ashworth on April 12, 2023, subject to the Company’s 90-day volume-weighted average price (“VWAP”) market cap at the end of a three-year performance period to be determined as of April 12, 2026, with an actual payout of 50% to 300% of the target number of performance-based non-vested stock units, depending on the level of performance achieved once a threshold level of performance is met.

(3)

The amounts shown in this row reflect the threshold (75% of target), target (100%) and maximum (200% of target) number of performance-based restricted stock units granted to Mr. Ashworth, on April 12, 2023, subject to achievement of the 2023 performance metric, which performance metric was established by the Compensation Committee on April 12, 2023 and certified as achieved at 127.23% on February 20, 2024. The number of non-vested stock units that were earned will be adjusted upward or downward (from 75% to 125%) based on the Company’s three-year relative total shareholder return (“TSR”) for the performance period ending December 31, 2025 and will cliff vest on February 20, 2026.

(4)

The amounts shown in this row reflect the threshold (75% of target), target (100%) and maximum (200% of target) number of performance-based restricted stock units granted to Mr. Ginn, Mr. North, Mr. Muscato and Ms. Bohnert on February 23, 2023, subject to achievement of the 2023 performance metric, which performance metric was established by the Compensation Committee on February 23, 2023 and certified as achieved at 127.23% on February 20, 2024. The number of non-vested stock units that were earned will be adjusted upward or downward (from 75% to 125%) based on the Company’s three-year relative TSR for the performance period ending December 31, 2025 and will cliff vest on February 20, 2026.

(5)

The amounts shown in this row reflect the number of time-based non-qualified stock options granted to Mr. Ashworth on April 12, 2023. The options vest ratably in one-third increments on February 20, 2024, February 20, 2025 and February 20, 2026, provided that the awardee is continuously employed by the Company through each such date. The vesting of 11,237 of the options was accelerated from February 20, 2024 to December 21, 2023 in order to mitigate impacts that could arise under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”).

(6)

The amounts shown in this row reflect the number of time-based non-qualified stock options granted to Mr. Ginn, Mr. North, Mr. Muscato, and Ms. Bohnert on February 23, 2023. The options vest ratably in one-third increments on February 20, 2024, February 20, 2025 and February 20, 2026, provided that the awardee is continuously employed by the Company through each such date.

(7)

The amounts shown in this row reflect the number of time-vesting only restricted stock units granted to Mr. Ashworth on April 12, 2023. The shares vest ratably in one-third increments on February 20, 2024, February 20, 2025 and February 20, 2026, provided that the awardee is continuously employed by the Company through each such date. The vesting of 5,220 of the restricted stock units was accelerated from February 20, 2024 to December 21, 2023 in order to mitigate impacts that could arise under Sections 280G and 4999 of the Code.

(8)	The amounts shown in this row reflect the number of time-vesting only restricted stock units granted to Mr. Ashworth on April 12, 2023. The restricted stock units vested fully on December 21, 2023 in order to mitigate impacts that could arise under Sections 280G and 4999 of the Code.

(9)

The amounts shown in this row reflect the number of time-vesting only restricted stock units granted to Mr. Ginn, Mr. North, Mr. Muscato and Ms. Bohnert on February 23, 2023. The shares vest ratably in one-third increments on February 20, 2024, February 20, 2025 and February 20, 2026, provided that the awardee is continuously employed by the Company through each such date.

(10)

The amounts shown in this row reflect the number of time-vesting only restricted stock units granted to Mr. Ashworth and Mr. Ginn on June 26, 2023. The shares vest ratably in one-third increments on June 26, 2024, June 26, 2025 and June 26, 2026, provided that the awardee is continuously employed by the Company through each such date. The vesting of 9,137 of Mr. Ashworth’s restricted stock units was accelerated from June 26, 2024 to December 21, 2023 in order to mitigate impacts that could arise under Sections 280G and 4999 of the Code.

(11)

The amounts shown in this column reflect the “grant date fair value” of the time-based restricted stock units, time-based non-qualified stock options and performance-based restricted stock units granted to each of our Named Executive Officers during the fiscal year 2023. Generally, the grant date fair value is the amount that we would expense in our financial statements over the vesting period of the award based on the probable outcome of the award conditions. Assumptions used in the calculation of this amount are included in Note 11 to our audited financial statements for the year ended December 31, 2023, as included in our Annual Report on Form 10-K filed with the SEC on February 22, 2024. There can be no assurance that the grant date fair value of the nonvested stock awards or the restricted stock units will ever be realized. As described further in the CD&A under the heading “2023 Long-Term Incentives (Equity-Based Compensation)” based on actual 2023 performance, each of the named executive officers other than Mr. Kusserow earned 127.23% of their respective target number of performance-based RSUs for their annual equity awards, which will be adjusted upward or downward based on the Company’s relative TSR for the three-year period ending December 31, 2025. The actual amount Mr. Ashworth may earn for his performance-based RSUs tied to the Company’s 90-day VWAP market cap will be determined at the end of a three-year performance period, as discussed further in footnote (2) above.

OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END


	Option Awards								Stock Awards
									Number of Shares or Units of Stock That Have Not Vested (#)		Equity Incentive Plan Awards: Market Value of Shares or Units of Stock That Have Not Vested ($)^{(2) (3)}		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁽³⁾		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽²⁾

Name	Number of Securities Underlying Unexercised Options (#)		Number of Securities Underlying Unexercised Options (#)		Option Exercise Price ($)		Option Expiration Date⁽¹⁾
Name	Exercisable		Unexercisable		Option Exercise Price ($)		Option Expiration Date⁽¹⁾
Paul B. Kusserow		80,602		—	$	114.78		1/2/2029		—	$	—		—	$	—
Richard Ashworth		—		22,474	$	79.82		4/12/2033		28,714	$	2,729,553		93,963	$	8,932,123
Scott G. Ginn		424		—	$	58.69		7/19/2027		54,588	$	5,189,135		16,346	$	1,553,851
		6,995		—	$	49.25		10/18/2027
		4,294		—	$	127.11		2/20/2029
		2,248		749	$	198.81		2/12/2030
		1,600		1,600	$	295.20		2/17/2031
		1,529		4,590	$	143.25		2/17/2032
		—		8,627	$	91.77		2/23/2033
Michael P. North		1,894		—	$	46.35		1/20/2027		7,792	$	740,708		8,174	$	777,020
		2,898		—	$	127.11		2/20/2029
		1,518		505	$	198.81		2/12/2030
		800		800	$	295.20		2/17/2031
		765		2,295	$	143.25		2/17/2032
		—		4,314	$	91.77		2/23/2033
Nick Muscato		272		—	$	95.76		7/25/2028		13,892	$	1,320,574		5,450	$	518,077
		320		—	$	132.41		7/25/2029
		422		141	$	214.74		7/25/2030
		354		354	$	264.00		7/25/2031
		510		1,530	$	143.25		2/17/2032
		—		2,876	$	91.77		2/23/2033
Denise Bohnert		263		—	$	46.35		1//20/2027		6,245	$	593,650		5,450	$	518,077
		682		—	$	95.76		7/25/2028
		1,907		—	$	117.41		6/10/2029
		900		299	$	198.81		2/12/2030
		533		534	$	295.20		2/17/2031
		510		1,530	$	143.25		2/17/2032
		—		2,876	$	91.77		2/23/2033

(1)	The contractual term of each grant of stock option awards is a ten-year period.

(2)	Market value is based on the closing price on December 29, 2023 of $95.06.

(3)

The amounts in this column assume the “Maximum/Stretch” number of shares of common stock issuable upon vesting of the performance-based restricted stock units (PRSUs) that were granted in 2023 to the Named Executive Officers with performance conditions linked to the Company’s 2023 Adjusted EBITDA. The actual amount earned will be determined at the end of the three year performance period based on a TSR modifier. For Mr. Ashworth’s 5-year PRSUs tied to a VWAP measure after three years, the amount reported in this column assumes performance at the threshold level of performance. Please refer to the description of the PRSUs under the heading “2023 Long-Term Incentives (Equity-Based Compensation)” in the CD&A, above, for additional information regarding the performance conditions.

VESTING SCHEDULE – OUTSTANDING EQUITY AWARDS


	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options That Have Not Vested (#)		Vesting Schedule of Unexercised Options	Option Exercise Price ($)		Number of Shares or Units of Stock That Have Not Vested (#)		Vesting Schedule of Number of Shares or Units of Stock That Have Not Vested
Paul B. Kusserow		—	—		—		—	—
Richard Ashworth		22,474	50% on each of 2/20/2025 and 2026	$	79.82		10,441	50% on each of 2/20/2025 and 2026
							18,273	50% on each of 6/26/2025 and 2026
							62,642	100% on 4/12/2028
							31,321	100% on 2/20/2026
Scott G. Ginn		749	100% on 2/20/2024	$	198.81		314	100% on 2/20/2024
		1,600	50% on each of 2/20/2024 and 2025	$	295.20		636	50% on each of 2/20/2024 and 2025
		4,590	33% on each of 2/20/2024, 2025 and 2026	$	143.25		6,776	50% on each of 2/20/2024 and 2025
		8,627	33% on each of 2/20/2024, 2025 and 2026	$	91.77		1,964	33% on each of 2/20/2024, 2025 and 2026
							23,109	50% on each of 11/21/2025 and 2026
							4,087	33% on each of 2/20/2024, 2025 and 2026
							16,446	33% on each of 6/26/2024, 2025 and 2026
							1,256	100% on 2/20/2024
							8,173	100% on 2/20/2026
Michael P. North		505	100% on 2/20/2024	$	198.81		212	100% on 2/20/2024
		800	50% on each of 2/20/2024 and 2025	$	295.20		318	50% on each of 2/20/2024 and 2025
		2,295	33% on each of 2/20/2024, 2025 and 2026	$	143.25		3,388	50% on each of 2/20/2024 and 2025
		4,314	33% on each of 2/20/2024, 2025 and 2026	$	91.77		982	33% on each of 2/20/2024, 2025 and 2026
							2,044	33% on each of 2/20/2024, 2025 and 2026
							848	100% on 2/20/2024
							4,087	100% on 2/20/2026


	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options That Have Not Vested (#)		Vesting Schedule of Unexercised Options	Option Exercise Price ($)		Number of Shares or Units of Stock That Have Not Vested (#)		Vesting Schedule of Number of Shares or Units of Stock That Have Not Vested
Nick Muscato		141	100% on 7/25/2024	$	214.74		59	100% on 7/25/2024
		354	50% on each of 7/25/2024 and 2025	$	264.00		143	50% on each of 7/25/2024 and 2025
		1,530	33% on each of 2/20/2024, 2025 and 2026	$	143.25		655	33% on each of 2/20/2024, 2025 and 2026
		2,876	33% on each of 2/20/2024, 2025 and 2026	$	91.77		11,555	50% on each of 11/21/2025 and 2026
							1,363	33% on each of 2/20/2024, 2025 and 2026
							117	100% on 7/25/2024
							2,725	100% on 2/20/2026
Denise Bohnert		299	100% on 2/20/2024	$	198.81		125	100% on 2/20/2024
		534	50% on each of 2/20/2024 and 2025	$	295.20		212	50% on each of 2/20/2024 and 2025
		1,530	33% on each of 2/20/2024, 2025 and 2026	$	143.25		3,388	50% on each of 2/20/2024 and 2025
		2,876	33% on each of 2/20/2024, 2025 and 2026	$	91.77		655	33% on each of 2/20/2024, 2025 and 2026
							1,363	33% on each of 2/20/2024, 2025 and 2026
							502	100% on 2/20/2024
							2,725	100% on 2/20/2026

2023 OPTION EXERCISES AND STOCK VESTED


	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)⁽¹⁾		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($) ⁽²⁾
Paul B. Kusserow		—	$	—		64,420	$	5,250,596
Richard Ashworth		11,237	$	172,151		45,678	$	4,364,076
Scott G. Ginn		—	$	—		4,993	$	485,120
Michael P. North		—	$	—		3,200	$	310,912
Nick Muscato		—	$	—		604	$	56,315
Denise Bohnert		—	$	—		2,013	$	189,896

(1)	Amount reflects the difference between the exercise price of the stock option and the price of our common stock at the time of exercise, multiplied by the number of shares underlying the option exercised.

(2)	Amount reflects the closing price of our common stock on the day of vesting multiplied by the number of shares acquired on vesting.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following table shows the potential payments to our Named Executive Officers upon: (i) a Change in Control (as such term is defined in the Executive Severance Plan) of ~~operations:~~

For the Years Ended December 31,
2021 2020 2019
Financial Information (in millions):
Medicare $ 914.5 $ 847.3 $ 859.2
Non-Medicare 439.3 401.9 397.2
Net service revenue 1,353.8 1,249.2 1,256.4
Other operating income 7.3 20.2 —
Cost of service 756.6 729.9 754.1
Gross margin 604.5 539.5 502.3
Depreciation and amortization 4.3 3.9 4.2
Asset impairment charge — 3.4 1.5
Other operating expenses 328.5 307.2 297.2
Operating income $ 271.7 $ 225.0 $ 199.4
Same Store Growth (1):
Medicare revenue 8 % (1 %) 4 %
Non-Medicare revenue 9 % 1 % 16 %
Total admissions 6 % 1 % 7 %
Total volume (2)(6) 5 % 2 % 5 %
Key Statistical Data - Total (3):
Admissions 353,075 331,354 328,693
Recertifications (6) 183,134 177,631 171,421
Total volume (6) 536,209 508,985 500,114
Medicare completed episodes 311,531 301,856 306,520
Average Medicare revenue per completed episode (4) $ 2,959 $ 2,836 $ 2,853
Medicare visits per completed episode (5) 13.9 14.9 17.0
Visiting Clinician Cost per Visit $ 93.44 $ 89.62 $ 83.11
Clinical Manager Cost per Visit $ 9.75 $ 9.17 $ 8.04
Total Cost per Visit $ 103.19 $ 98.79 $ 91.15
Visits 7,331,935 7,388,549 8,273,308

~~(1)Same store information represents~~ the ~~percent~~Company without termination of employment, (ii) a termination without Cause or a resignation with Good Reason (as such terms are defined in the Executive Severance Plan) prior to a Change in Control, (iii) a termination without Cause or a resignation with Good Reason following a Change in Control, (iv) retirement, (v) Disability (as such term is defined in the 2018 Omnibus Incentive Compensation Plan) or (vi) death. In preparing the table, we assumed the Change in Control event, employment termination event or resignation occurred on December 31, 2023 and that the ability to receive post-termination or Change in Control payments was governed by the Executive Severance Plan. The closing price per share of our common stock on December 29, 2023 (the last business day of the year) was $95.06.


Named Executive Officer	Benefits	Change in Control without Termination of Employment on 12/31/2023 ($)		Termination without Cause or Resignation with Good Reason as of 12/31/2023 (no Change in Control) ($)⁽¹⁾		Termination without Cause or Resignation with Good Reason on 12/31/2023 following a Change in Control ($)		Permitted Retirement on 12/31/2023 ($)		Disability on 12/31/2023 ($)		Death on 12/31/2023 ($)
Paul B. Kusserow
	Base Severance Payment	$	—	$	—	$	—	$	—	$	—	$	—
	Accelerated Vesting of Nonvested Stock, Options to purchase shares of Company common stock or Restricted Stock Units	$	—	$	—	$	—	$	—	$	—	$	—
	Other	$	—	$	—	$	—	$	—	$	—	$	—

	Total	$	—	$	—	$	—	$	—	$	—
Richard Ashworth
	Base Severance Payment	$	—	$	4,000,000	$	6,000,000	$	—	$	—	$	—
	Accelerated Vesting of Nonvested Stock, Options to purchase shares of Company common stock or Restricted Stock Units	$	—	$	—	$	12,004,084	$	—	$	3,072,056	$	3,072,056
	Other	$	—	$	—	$	—	$	—	$	—	$	—

	Total	$	—	$	4,000,000	$	18,004,084	$	—	$	3,072,056	$	3,072,056


Named Executive Officer	Benefits	Change in Control without Termination of Employment on 12/31/2023 ($)		Termination without Cause or Resignation with Good Reason as of 12/31/2023 (no Change in Control) ($)⁽¹⁾		Termination without Cause or Resignation with Good Reason on 12/31/2023 following a Change in Control ($)		Permitted Retirement on 12/31/2023 ($)		Disability on 12/31/2023 ($)		Death on 12/31/2023 ($)
Scott G. Ginn
	Base Severance Payment	$	—	$	2,700,000	$	2,700,000	$	—	$	—	$	—
	Accelerated Vesting of Nonvested Stock, Options to purchase shares of Company common stock or Restricted Stock Units	$	—	$	—	$	5,994,443	$	—	$	5,217,518	$	5,217,518
	Other	$	—	$	—	$	—	$	—	$	—	$	—

	Total	$	—	$	2,700,000	$	8,694,443	$	—	$	5,217,518	$	5,217,518
Michael P. North
	Base Severance Payment	$	—	$	1,487,000	$	1,487,000	$	—	$	—	$	—
	Accelerated Vesting of Nonvested Stock, Options to purchase shares of Company common stock or Restricted Stock Units	$	—	$	—	$	1,143,411	$	—	$	754,901	$	754,901
	Other	$	—	$	—	$	—	$	—	$	—	$	—

	Total	$	—	$	1,487,000	$	2,630,411	$	—	$	754,901	$	754,901
Nick Muscato
	Base Severance Payment	$	—	$	1,487,000	$	1,487,000	$	—	$	—	$	—
	Accelerated Vesting of Nonvested Stock, Options to purchase shares of Company common stock or Restricted Stock Units	$	—	$	—	$	1,589,074	$	—	$	1,330,036	$	1,330,036
	Other	$	—	$	—	$	—	$	—	$	—	$	—

	Total	$	—	$	1,487,000	$	3,076,074	$	—	$	1,330,036	$	1,330,036
Denise Bohnert
	Base Severance Payment	$	—	$	1,400,000	$	1,400,000	$	—	$	—	$	—
	Accelerated Vesting of Nonvested Stock, Options to purchase shares of Company common stock or Restricted Stock Units	$	—	$	—	$	862,150	$	—	$	603,112	$	603,112
	Other	$	—	$	—	$	—	$	—	$	—	$	—

	Total	$	—	$	1,400,000	$	2,262,150	$	—	$	603,112	$	603,112

(1)

Reflects Change in Control level cash severance benefits upon a termination of a covered executive without Cause or a resignation by a covered executive with Good Reason that occurs through the end of calendar year 2023 pursuant to an amendment to the Executive Severance Plan approved by the Compensation Committee on November 21, 2022. See “Temporary Enhancement of Termination Payments Under Executive Severance Plan During 2023” on page 25 for additional information.

CEO Pay Ratio

In accordance with Item 402(u) of Regulation S-K, we determined the ratio of the annual total 2023 compensation of Mr. Ashworth and Mr. Kusserow, our CEOs, relative to the annual total 2023 compensation of our median employee. During 2023, Paul B. Kusserow served as our CEO from January 1 to April 10, and Richard Ashworth served as our CEO from April 10 to December 31, 2023.

We identified a median employee as of December 31, 2021 (the “2021 Median Employee”) using the methodology described in our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 27, 2022. SEC rules allow us to identify our median employee once every three years unless there has been a change in our ~~Medicare, Non-Medicare~~employee population or employee compensation arrangements that we reasonably believe would result in a significant change in our pay ratio disclosure. In accordance with Item 402(u) of Regulation S-K, we concluded that there had been no change in our employee population or employee compensation arrangements that would significantly impact our pay ratio disclosure, such that, consistent with the SEC’s regulations, we could continue to use the 2021 Median Employee in calculating our CEO pay ratio for 2023. However, the 2021 Median Employee’s employment with the Company terminated in 2022 and ~~Total revenue, admissions or volume~~the Substitute Median Employee assigned in 2022 changed to a part time employee in 2023. In accordance with SEC rules and regulations, we have replaced the 2022 Median Employee with an employee in a similarly compensated position (the “2023 Substitute Median Employee”). Using the 2023 Substitute Median Employee, we estimated the annual total compensation for that employee by applying the same rules as used for determining total compensation for the ~~period~~Named Executive Officers as reported in Summary Compensation Table.

Mr. Kusserow’s annual total compensation for 2023 was $3,995,376 as reflected in the Summary Compensation Table on page 28. Mr. Ashworth’s annual total compensation for 2023 was $16,726,179. The sum of the annual total compensation for Mr. Kusserow and Mr. Ashworth is $20,721,55. The 2023 annual total compensation for the 2023 Substitute Median Employee, calculated in the same manner, was estimated to be $57,359. Therefore, our CEO to median employee pay ratio for 2023 is approximately 361:1.

Director Compensation

The compensation structure for our non-employee directors in 2023 was as follows:

An annual cash retainer of $100,000;

•

An annual equity award of time-based RSUs with a value of $150,000 that vest one year after the date of grant conditioned on the director’s continued service as a non-employee member of the Board of Directors through the vesting date; and

•

Reimbursement for out-of-pocket expenses, including reasonable travel and lodging expenses, related to the director’s service on the Board.

In addition to the other fees mentioned, the following table sets forth additional annual retainers for our Chairman, Lead Director and our Committee Chairs:


Chairman of the Board Cash Retainer*	$	100,000
Lead Director Cash Retainer	$	30,000
Audit Committee Chair Cash Retainer	$	25,000
Compensation Committee Chair Cash Retainer	$	20,000
Nominating and Corporate Governance Committee Chair Cash Retainer	$	15,000
Quality of Care Committee Chair Cash Retainer	$	15,000
Compliance and Ethics Committee Chair Cash Retainer	$	15,000

During the time periods in which Mr. Kusserow served as our Chief Executive Officer, he did not receive any additional compensation for his role as our Chairman. Mr. Kusserow did not receive the non-employee director annual equity award valued at $150,000 in 2023, as Mr. Kusserow received an equity award in January 2023 in connection with his service as Chief Executive Officer. Beginning May 18, 2023, Mr. Kusserow received the annual cash retainer of $100,000, pro rated for his service as a director while not also serving as our Chief Executive Officer, plus an additional $100,000 cash retainer for serving as our Chairman, pro rated for his service as our Chairman while not also serving as our Chief Executive Officer, and a one-time payment of $50,000 for transition services related to Contessa.

On May 3, 2023, each of Mses. Capps, Kline, Klapstein and Samuels, Drs. Coye and Rideout, and Mr. Perkins received an annual equity grant of RSUs valued at $152,621. The number of RSUs granted (1,941) was determined by dividing the total grant value by the closing price of the Company’s common stock on May 2, 2023 ($77.26). The RSUs granted are subject to time-based vesting conditions and will vest 100% on May 3, 2024, predicated upon the respective director’s continued service as a ~~percent~~non-employee member of the ~~Medicare, Non-Medicare~~Board of Directors through the vesting date.

Director compensation is approved on an annual basis by independent (non-employee) members of our Board of Directors.

The following table shows the value of all cash and Total revenue, admissions or volume of the prior period. Effective July 1, 2019, same store is defined as care centers that we have operated for at least the last twelve months and startups that are an expansion of a same store care center.

~~(2)Total volume includes all admissions and recertifications.~~

~~(3)Total includes acquisitions, start-ups and denovos.~~

~~(4)~~Average Medicare revenue per completed episode is the average Medicare revenue earned for each Medicare completed episode of care. Average Medicare revenue per completed episode for the years ended December 31, 2021 and 2020 reflects the transition to PDGM effective January 1, 2020 and the suspension of sequestration effective May 1, 2020.

~~(5)Medicare visits per completed episode are the home health Medicare visits on completed episodes divided by the home health Medicare episodes completed during the period.~~

~~(6)Prior year amounts have been recast to conform~~equity-based compensation paid to the ~~current year calculation.~~

~~Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020~~

~~Operating Results~~

Overall, our operating income increased $47 million on a $105 million increase in net service revenue. The year over year increases are primarily related to total volume growth, an increase in our Medicare revenue per episode, higher severance incurred in prior year related to reductions in staffing and significant improvement in our operating performance driven by improvements in our clinician utilization and discipline mix, both of which have contributed to year over year gross margin expansion. These items were partially offset by an increase in our total cost per visit, a decrease in other operating income due to the expiration of the CARES Act PRF funds and an increase in our other operating expenses.

~~Net Service Revenue~~

Our net service revenue increased $105 million (8%) on a 5% increase in total volume and a 4% increase in Medicare revenue per episode. The volume growth was driven by a 6% increase in same store admissions and a 3% increase in recertification volume. Our admissions were significantly impacted by COVID-19 in the second quarter of the prior year. The increase in Medicare revenue per episode is the result of a 1.9% increase in reimbursement, a full year of the 2.0% benefit related to the suspension of sequestration (effective May 1, 2020), an increase in the functional impairmentmembers of our ~~patients and a change in the source/timing and geographic dispersion~~Board of ~~our patients.~~

~~Other Operating Income~~

Other operating income consists of the recognition of funds received from the CARES Act PRF, which were available for use through June 30, 2021. For our wholly-owned subsidiaries, we utilized the funds to cover COVID-19 related costs only and recognized income related to these costs totaling $7 million and $20 million during the years ended December 31, 2021 and 2020, respectively. We incurred COVID-19 related costs totaling $6 million during the six-month period ended December 31, 2021; however, we were not able to recognize any income to offset these costs due to the expiration of the CARES Act PRF funds on June 30, 2021. The COVID-19 costs were associated with the purchase of PPE, bonuses paid to our clinicians, premiums paid to contract clinicians in COVID-19 high demand areas, clinician training, quarantine pay and COVID-19 testing. The COVID-19 costs incurredDirectors during the year ended December 31, 2021 totaling $13 million have been recorded to cost of service within our consolidated statements of operations. Of the $20 million of COVID-19 costs incurred in the prior year, $19 million was recorded to cost of service and $1 million was recorded to other operating expenses within our consolidated statements of operations.

~~Cost of Service, Excluding Depreciation and Amortization~~

Our cost of service consists of costs associated with direct clinician care in the homes of our patients as well as the cost of clinical managers who monitor the overall delivery of care. Our total cost of service increased 4% primarily due to a 4% increase in our total cost per visit. Our total visits declined year over year despite a 5% increase in total volume primarily due to improvements in clinician utilization, as evidenced by a decline of 1.0 visits per completed episode year over year. The 4% increase in our total cost per visit is due to planned wage increases, higher costs associated with the utilization of contractors to supplement our staffing levels, increases in new hire pay, wage inflation, inclement weather pay and higher health insurance costs partially offset by a decrease in COVID-19 costs and higher severance incurred in prior year in connection with a reduction in staffing.

~~Other Operating Expenses~~

Other operating expenses increased approximately $21 million primarily due to planned wage increases, the addition of resources to support volume growth, higher health insurance costs, higher recruiting fees, investments related to PDGM and increased costs associated with insurance and legal settlements. These increases were partially offset by lower incentive compensation costs and lower costs directly attributable to COVID-19 in the current year.

~~Hospice Segment~~

~~The following table summarizes our hospice segment results of operations:~~

For the Years Ended December 31,
2021 2020 2019
Financial Information (in millions):
Medicare $ 750.1 $ 710.0 $ 586.6
Non-Medicare 41.7 40.1 30.6
Net service revenue 791.8 750.1 617.2
Other operating income 6.0 13.1 —
Cost of service 425.2 400.6 335.1
Gross margin 372.6 362.6 282.1
Depreciation and amortization 2.7 2.2 1.6
Asset impairment — 0.8 —
Other operating expenses 198.4 175.4 137.5
Operating income $ 171.5 $ 184.2 $ 143.0
Same Store Growth (1):
Medicare revenue — % 4 % 7 %
Hospice admissions 2 % 6 % 4 %
Average daily census (4 %) 1 % 7 %
Key Statistical Data - Total (2):
Hospice admissions 53,507 49,694 40,194
Average daily census 13,271 13,081 11,164
Revenue per day, net $ 163.47 $ 156.69 $ 151.47
Cost of service per day $ 87.77 $ 83.67 $ 82.24
Average discharge length of stay 94 99 98

~~(1)~~Same store information represents the percent change in our Medicare revenue, Hospice admissions or average daily census for the period as a percent of the Medicare revenue, Hospice admissions or average daily census of the prior period. Effective July 1, 2019, same store is defined as care centers that we have operated for at least the last twelve months and startups that are an expansion of a same store care center.

~~(2)Total includes acquisitions and denovos.~~

~~Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020~~

~~Operating Results~~

Our operating results for the year ended December 31, 2021 include the acquisition of AseraCare on June 1, 2020 (44 hospice care centers). Acquisitions are included in our consolidated financial statements from their respective acquisition dates. As a result, our hospice segment operating results for 2021 and 2020 are not fully comparable.

Overall, our operating income decreased $13 million on a $42 million increase in net service revenue. The year over year decrease in operating income is primarily due to a decline in our same store average daily census, an increase in our cost of service per day, a decrease in other operating income due to the expiration of the CARES Act PRF funds and an increase in our other operating expenses. These items were partially offset by changes in reimbursement, the suspension of sequestration effective May 1, 2020, the acquisition of AseraCare which resulted in increases to net service revenue and operating income totaling $38 million and $5 million, respectively, and the reversal of a $7 million accrual previously recorded in connection with settlement discussions with the DOJ; we received notice during the second quarter of 2021 that the DOJ has closed its investigation (see Item 8, Note 11 – Commitments and Contingencies to our consolidated financial statements for additional information).

~~Net Service Revenue~~

Our net service revenue increased $42 million. Our results include a full year of the acquired operations of AseraCare in the current year compared to seven months in the prior year which resulted in an increase to net service revenue of $38 million. Additionally, revenue was positively impacted by the 2.4% increase in reimbursement effective October 1, 2020 ($12 million), the 2.0% increase in reimbursement effective October 1, 2021 ($3 million), the suspension of sequestration effective May 1, 2020 ($4 million year over year increase) and the reversal of a $7 million accrual as mentioned above. These items were partially offset by a 4% decline in our same store average daily census, which is the main driver of hospice revenue. Our same store average daily census was down year over year primarily due to a decline in our length of stay resulting from a delay in the timing of patients coming onto service and an increase in the discharge rate of our patients.

~~Other Operating Income~~

Other operating income consists of the recognition of funds received from the CARES Act PRF which were available for use through June 30, 2021. For our wholly-owned subsidiaries, we utilized the funds to cover COVID-19 related costs only and recognized income related to these costs totaling $6 million and $13 million during the years ended December 31, 2021 and 2020, respectively. We incurred COVID-19 related costs totaling $2 million during the six-month period ended December 31, 2021; however, we were not able to recognize any income to offset these costs due to the expiration of the CARES Act PRF funds on June 30, 2021. The COVID-19 costs were associated with the purchase of PPE, bonuses paid to our clinicians, clinician training, quarantine pay and COVID-19 testing. The COVID-19 costs incurred during the year ended December 31, 2021 totaling $8 million have been recorded to cost of service within our consolidated statements of operations. Of the $13 million of COVID-19 costs incurred in the prior year, $12 million was recorded to cost of service and $1 million was recorded to other operating expenses within our consolidated statement of operations.

~~Cost of Service, Excluding Depreciation and Amortization~~

Our hospice cost of service increased 6%. Excluding our AseraCare acquisition, our cost of service increased 1% due to planned wage increases, higher costs associated with the utilization of contractors to supplement our staffing levels, increased costs to hire and retain employees, higher health insurance costs and an increase in visits performed by our hourly hospice aides and licensed practical nurses due to COVID-19 access restrictions being eased partially offset by a 4% decline in our same store average daily census and lower COVID-19 costs.

~~Other Operating Expenses~~

Other operating expenses increased $23 million, approximately $12 million of which is related to our AseraCare acquisition. The remaining increase is due to the addition of resources to support growth, planned wage increases, higher health insurance costs, increased costs associated with insurance and legal settlements, higher travel and training spend and higher recruiting fees partially offset by lower incentive compensation costs.

~~Personal Care Segment~~

~~The following table summarizes our personal care segment results of operations:~~

For the Years Ended December 31,
2021 2020 2019
Financial Information (in millions):
Medicare $ — $ — $ —
Non-Medicare 65.0 72.2 82.0
Net service revenue 65.0 72.2 82.0
Other operating income — 1.1 —
Cost of service 49.1 54.9 61.1
Gross margin 15.9 18.4 20.9
Depreciation and amortization 0.2 0.2 0.2
Other operating expenses 11.2 12.4 12.3
Operating income $ 4.5 $ 5.8 $ 8.4
Key Statistical Data - Total:
Billable hours 2,275,511 2,730,121 3,308,338
Clients served 12,074 15,019 17,364
Shifts 974,409 1,177,586 1,488,175
Revenue per hour $ 28.54 $ 26.45 $ 24.80
Revenue per shift $ 66.66 $ 61.31 $ 55.13
Hours per shift 2.3 2.3 2.2

~~Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020~~

Operating income related to our personal care segment decreased $1 million on a $7 million decrease in net service revenue. The decrease in net service revenue is due to the impact of COVID-19 and staffing shortages partially offset by rate increases. The impact of COVID-19 has been partially mitigated by a reduction in cost of service as most of our personal care employees are paid on an hourly basis and a reduction in our other operating expenses.

~~High Acuity Care Segment~~

~~The following table summarizes our high acuity care segment results of operations:~~

For the Years Ended December 31,
2021 2020 2019
Financial Information (in millions):
Medicare $ — $ — $ —
Non-Medicare 3.5 — —
Net service revenue 3.5 — —
Other operating income — — —
Cost of service 2.5 — —
Gross margin 1.0 — —
Depreciation and amortization 1.3 — —
Other operating expenses 10.0 — —
Operating loss $ (10.3) $ — $ —
Key Statistical Data - Total:
Full risk admissions 107 — —
Limited risk admissions 413 — —
Total admissions 520 — —
Direct medical loss ratio 54.0 % — —
Number of joint ventures 8 — —
Market penetration 31 % — —
Patient satisfaction 97 % — —

~~Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020~~

~~Operating Results~~

Overall, our high acuity care segment generated revenue totaling $4 million and an operating loss of $10 million. Although we expect our high acuity care segment to continue to generate operating losses over the next year, we also expect improvement in our operating income as we leverage our operating structure through growth in current and future joint ventures and expansion into new lines of business such as palliative care at home and primary care at home.

~~Net Service Revenue~~

Our high acuity care segment provides home recovery care services for high acuity patients on either a full risk or limited risk basis, each with different reimbursement arrangements. Full risk admissions are admissions for which we assume the risk for all related healthcare services during a 30-day or 60-day episodic period in exchange for a contracted bundled rate based upon the assigned diagnosis related group ("DRG"). Limited risk admissions are admissions for which we assume the risk for certain healthcare services during a shorter acute phase period (equivalent to an inpatient hospital stay) in exchange for a contracted per diem payment.

Since August 1, 2021, we generated net service revenue of $4 million resulting from 107 full risk admissions and 413 limited risk admissions across our joint ventures with health system partners. Revenue per episode was comprised of $10,457 for full risk episodes and $5,693 for limited risk episodes. The significant utilization of limited risk episodes was primarily due to the impact of heavy COVID-19 surges across certain of our joint venture markets and the resulting patient acuity which necessitated that a portion of our patients' inpatient stays occur within the inpatient hospital facilities rather than in the home.

~~Cost of Service, Excluding Depreciation and Amortization~~

Our cost of service consists primarily of medical costs associated with direct clinician care provided to our patients during the applicable episode period, whether such care was provided on the day of program admission, in the patients’ homes or via telehealth. Our cost of service was favorably impacted by the significant utilization of limited risk episodes, which exclude certain high-cost components of full risk episode spend such as emergency room costs and inpatient hospitalization costs.

~~Other Operating Expenses~~

Other operating expenses primarily consist of salaries and benefits. We have made significant investments to build the clinical, operational and technological infrastructure necessary to support the development and future growth of home recovery care programs on a national scale. We have employees at both the local market level and at our corporate offices, including a virtual care unit that enables us to provide monitoring services and virtual patient rounding visits via telehealth.

~~Corporate~~

~~The following table summarizes our corporate results of operations:~~

For the Years Ended December 31,
2021 2020 2019
Financial Information (in millions):
Other operating expenses $ 163.1 $ 173.2 $ 160.9
Depreciation and amortization 22.4 22.5 12.4
Total operating expenses $ 185.5 $ 195.7 $ 173.3

Corporate expenses consist of costs related to our executive management and corporate and administrative support functions, primarily information services, accounting, finance, billing and collections, legal, compliance, risk management, procurement, marketing, clinical administration, training, human resources and administration.

~~Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020~~

Corporate other operating expenses decreased approximately $10 million during the year ended December 31, 2021. Other operating expenses associated with our AseraCare acquisition declined $7 million year over year primarily due to higher acquisition and integration costs incurred in the prior year. Excluding the AseraCare acquisition, corporate other operating expenses decreased $3 million year over year due to lower incentive compensation costs, lower employer payroll taxes associated with employee stock option exercises and higher gains on the sale of fleet vehicles; these items were partially offset by planned wage increases, additional functional support, higher health insurance costs, increased information technology fees and higher acquisition and integration costs related to 2021 mergers and acquisition activity.

~~Liquidity and Capital Resources~~

~~Cash Flows~~

~~The following table summarizes our cash flows for the periods indicated (amounts in millions):~~

For the Years Ended December 31,
2021 2020 2019
Cash provided by operating activities $ 188.9 $ 289.0 $ 202.0
Cash used in investing activities (281.6) (287.1) (352.9)
Cash provided by (used in) financing activities 55.1 (15.0) 227.2
Net (decrease) increase in cash, cash equivalents and restricted cash (37.6) (13.1) 76.3
Cash, cash equivalents and restricted cash at beginning of period 83.4 96.5 20.2
Cash, cash equivalents and restricted cash at end of period $ 45.8 $ 83.4 $ 96.5

Cash provided by operating activities for 2021, 2020 and 2019 have provided sufficient liquidity to finance our capital expenditures, both routine and non-routine, and acquisitions. Changes in our cash provided by operating activities during the past three years were primarily the result of fluctuations in our net income, the collections of our accounts receivable and the timing of payments of accrued expenses. Cash provided by operating activities decreased $100.1 million during 2021 compared to 2020 primarily due to the deferral of payroll taxes and the receipts of CARES Act PRF funds in the prior year and an increase in days revenue outstanding in the current year partially offset by an increase in operating income.

Our cash used in investing activities primarily consists of the purchase of property and equipment, investments and acquisitions. Our 2020 cash flows from investing activities included proceeds from the sale of our investment in the Heritage Healthcare Innovation Fund, LP (see Item 8, Note 1 – Nature of Operations, Consolidation and Presentation of Financial

Statements to our consolidated financial statements for additional information). Excluding these proceeds, cash used in investing activities decreased $23.4 million during 2021 primarily due to reductions in acquisition spend.

Our financing activities primarily consist of borrowings under our term loan and/or revolving credit facility, repayments of borrowings, the remittance of taxes associated with shares withheld on non-cash compensation, proceeds related to the exercise of stock options and the purchase of stock under our employee stock purchase plan and the purchase of company stock under our stock repurchase programs. Additionally, during 2020, our financing activities included the receipt of PRF funds, which we did not expect to retain, totaling $60 million. We repaid all unutilized PRF funds during 2021 (see Item 8, Note 3 – Novel Coronavirus Pandemic ("COVID-19") to our consolidated financial statements for additional information). Cash provided by financing activities totaled $55.1 million during 2021 primarily due to net borrowings under our Second Amended Credit Agreement to fund acquisitions partially offset by the repurchase of company stock and the repayment of unutilized PRF funds. Cash used in financing activities totaled $15.0 million during 2020 primarily due to net repayments of borrowings and the remittance of tax withholding obligations related to non-cash compensation and stock option exercises (see Item 8, Note 10 – Capital Stock and Share-Based Compensation to our consolidated financial statements for additional information), partially offset by the receipt of PRF funds.

~~Liquidity~~

Typically, our principal source of liquidity is the collection of our patient accounts receivable, primarily through the Medicare program. In addition to our collection of patient accounts receivable, from time to time, we can and do obtain additional sources of liquidity by the incurrence of additional indebtedness.

During 2021, we spent $6.3 million in capital expenditures compared to $5.3 million and $7.9 million during 2020 and 2019, respectively. Our capital expenditures for 2022 are expected to be approximately $7.0 million to $9.0 million, excluding the impact of any future acquisitions.

Additionally, during 2021, pursuant to our authorized stock repurchase program, we repurchased 446,832 shares of our common stock at a weighted average price of $223.49 per share and a total cost of approximately $100 million. The repurchased shares are classified as treasury shares.

~~As of December 31, 2021, we had $42.7 million in cash and cash equivalents and $522.5 million in availability under our $550.0 million Revolving Credit Facility.~~

Based on our operating forecasts and our debt service requirements, we believe we will have sufficient liquidity to fund our operations, capital requirements and debt service requirements for the next twelve months and beyond.

~~Outstanding Patient Accounts Receivable~~

Our patient accounts receivable increased $19.8 million from December 31, 2020 to December 31, 2021 primarily due to the elimination of requests for anticipated payment ("RAPs") effective January 1, 2021. Our cash collection as a percentage of revenue was 104% and 106% for the twelve-month periods ended December 31, 2021 and 2020, respectively. Our days revenue outstanding, net at December 31, 2021 was 43.2 days which is an increase of 3.0 days from December 31, 2020.

Our patient accounts receivable includes unbilled receivables and are aged based upon the initial service date. We monitor unbilled receivables on a care center by care center basis to ensure that all efforts are made to bill claims within timely filing deadlines. Our unbilled patient accounts receivable can be impacted by acquisition activity, probe edits or regulatory changes which result in additional information or procedures needed prior to billing. The timely filing deadline for Medicare is one year from the date the episode was completed, varies by state for Medicaid-reimbursable services and varies among insurance companies and other private payors.

~~The following schedules detail our patient accounts receivable, by payor class, aged based upon initial date of service (amounts in millions, except days revenue outstanding):~~

0-90 91-180 181-365 Over 365 Total
At December 31, 2021:
Medicare patient accounts receivable $ 176.7 $ 7.5 $ 1.1 $ 1.4 $ 186.7
Other patient accounts receivable:
Medicaid 16.0 1.5 0.7 — 18.2
Private 59.7 8.7 1.7 — 70.1
Total $ 75.7 $ 10.2 $ 2.4 $ — $ 88.3
Total patient accounts receivable $ 275.0
Days revenue outstanding (1) 43.2

0-90 91-180 181-365 Over 365 Total
At December 31, 2020:
Medicare patient accounts receivable $ 156.2 $ 5.4 $ 2.1 $ 0.8 $ 164.5
Other patient accounts receivable:
Medicaid 20.7 1.7 1.5 — 23.9
Private 58.4 6.4 1.9 — 66.7
Total $ 79.1 $ 8.1 $ 3.4 $ — $ 90.6
Total patient accounts receivable $ 255.1
Days revenue outstanding (1) 40.2

~~(1)~~Our calculation of days revenue outstanding is derived by dividing our ending patient accounts receivable at December 31, 2021 and 2020 by our average daily net service revenue for the three-month periods ended December 31, 2021 and 2020, respectively.

~~Indebtedness~~

~~Second Amendment to the Credit Agreement~~

On July 30, 2021, we entered into the Second Amendment to our Credit Agreement (as amended by the Second Amendment, the "Second Amended Credit Agreement"). The Second Amended Credit Agreement provides for a senior secured credit facility in an initial aggregate principal amount of up to $1.0 billion, which includes a $550.0 million Revolving Credit Facility and a term loan facility with a principal amount of up to $450.0 million (the "Amended Term Loan Facility" and collectively with the Revolving Credit Facility, the "Amended Credit Facility").

~~Net proceeds from the $450.0 million Amended Term Loan Facility were used to fund the Contessa acquisition.~~

Our weighted average interest rate for borrowings under our $450.0 million Amended Term Loan Facility was 1.6% for the period ended December 31, 2021 and 2.2% for the period ended December 31, 2020. Our weighted average interest rate for borrowings under our $550.0 million Revolving Credit Facility was 1.9% for the period ended December 31, 2021 and 2.2% for the period ended December 31, 2020.

As of December 31, 2021, our availability under our $550.0 million Revolving Credit Facility was $522.5 million as we have no outstanding borrowings and $27.5 million outstanding in letters of credit.

~~See Item 8, Note 8 – Long Term Obligations to our consolidated financial statements for additional details on our outstanding long-term obligations.~~

~~Stock Repurchase Program~~

~~2021 Stock Repurchase Program~~

On December 23, 2020, we announced that our Board of Directors authorized a stock repurchase program, under which we could repurchase up to $100 million of our outstanding common stock through December 31, 2021 (the "2021 Share Repurchase Program").

Under the terms of the 2021 Share Repurchase program, we were allowed to repurchase shares from time to time through open market purchases, unsolicited or solicited privately negotiated transactions, an accelerated stock repurchase program and/or a trading plan in compliance with Exchange Act Rule 10b5-1. The timing and the amount of the repurchases was determined by management based on a number of factors, including but not limited to share price, trading volume and general market conditions, as well as on working capital requirements, general business conditions and other factors.

Pursuant to this program, we repurchased 446,832 shares of our common stock at a weighted average price of $223.49 per share and a total cost of approximately $100 million during the year ended December 31, 2021. We did not repurchase any shares pursuant to this stock repurchase program during the year ended December 31, 2020. The repurchased shares are classified as treasury shares.

On August 2, 2021, our Board of Directors authorized a share repurchase program, under which we may repurchase up to $100 million of our outstanding common stock through December 31, 2022 to commence upon the completion of the Company's 2021 Share Repurchase Program (the "New Share Repurchase Program").

Under the terms of the New Share Repurchase Program, we are allowed to repurchase shares from time to time through open market purchases, unsolicited or solicited privately negotiated transactions, an accelerated stock repurchase program and/or a trading plan in compliance with Exchange Act Rule 10b5-1. The timing and the amount of the repurchases will be determined by management based on a number of factors, including but not limited to share price, trading volume and general market conditions, as well as on working capital requirements, general business conditions and other factors. We have not repurchased any shares under the New Share Repurchase Program as of December 31, 2021.

~~2019 Stock Repurchase Program~~

On February 25, 2019, we announced that our Board of Directors authorized a stock repurchase program, under which we could have repurchased up to $100 million of our outstanding common stock through March 1, 2020. We did not repurchase any shares pursuant to this stock purchase program during 2019 or 2020. This stock repurchase plan expired on March 1, 2020.

~~Contractual Obligations~~

~~Our future contractual obligations at December 31, 2021 were as follows (amounts in millions):~~

Payments Due by Period
Total Less than
1 Year 1-3
Years 4-5
Years After
5 Years
Long-term obligations $ 448.0 $ 12.0 $ 36.6 $ 399.4 $ —
Interest on long-term obligations (1) 30.3 7.1 13.5 9.7 —
Finance leases 1.7 1.1 0.6 — —
Operating leases 105.8 33.4 48.5 20.3 3.6
Purchase obligations (2) 11.6 9.2 2.0 0.4 —
Joint venture commitment 9.3 9.3 — — —
Uncertain tax positions 2.7 2.7 — — —
$ 609.4 $ 74.8 $ 101.2 $ 429.8 $ 3.6

~~(1)Interest on debt with variable rates was calculated using the current rate for that particular debt instrument at December 31, 2021.~~

~~(2)Purchase obligations are primarily related to information technology contracts and software licenses.~~

~~Critical Accounting Estimates~~

The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, collectability of accounts receivable, reserves related to insurance and litigation, business combinations, goodwill, intangible assets, income taxes and contingencies. We base these estimates on our historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results experienced may vary materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations may be affected.

~~We believe the following critical accounting policies represent our most significant judgments and estimates used in the preparation of our consolidated financial statements.~~

~~Revenue Recognition~~

~~We account for revenue from contracts with customers in accordance with Accounting Standards Codification ("ASC") 606,~~ ~~Revenue from Contracts with Customers~~, and as such, we recognize revenue in the period in which we satisfy our performance obligations under our contracts by transferring our promised services to our customers in amounts that reflect the consideration to which we expect to be entitled in exchange for providing patient care, which are the transaction prices allocated to the distinct services. Our cost of obtaining contracts is not material.

Revenues are recognized as performance obligations are satisfied, which varies based on the nature of the services provided. Our performance obligation is the delivery of patient care services in accordance with the nature and frequency of services outlined in physicians' orders, which are determined by a physician based on a patient's specific goals.

Our performance obligations relate to contracts with a duration of less than one year; therefore, we have elected to apply the optional exemption provided by ASC 606 and are not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied as of the end of the reporting period. The unsatisfied or partially unsatisfied performance obligations are generally completed when the patients are discharged, which generally occurs within days or weeks of the end of the reporting period.

We determine the transaction price based on gross charges for services provided, reduced by estimates for contractual and non-contractual revenue adjustments. Contractual revenue adjustments are recorded for the difference between our standard rates and the contracted rates to be realized from patients, third-party payors and others for services provided. Non-contractual revenue adjustments include discounts provided to self-pay, uninsured patients or other payors, adjustments resulting from payment reviews and adjustments arising from our inability to obtain appropriate billing documentation, authorizations or face-to-face documentation. Subsequent changes to the estimate of the transaction price are recorded as adjustments to net service revenue in the period of change.

Non-contractual revenue adjustments are recorded for self-pay, uninsured patients and other payors by major payor class based on our historical collection experience, aged accounts receivable by payor and current economic conditions. The non-contractual revenue adjustments represent the difference between amounts billed and amounts we expect to collect based on our collection history with similar payors. We assess our ability to collect for the healthcare services provided at the time of patient admission based on our verification of the patient's insurance coverage under Medicare, Medicaid, and other commercial or managed care insurance programs. Medicare represents approximately 75% of our consolidated net service revenue.

Amounts due from third-party payors, primarily commercial health insurers and government programs (Medicare and Medicaid), include variable consideration for retroactive revenue adjustments due to settlements of audits and payment reviews. We determine our estimates for non-contractual revenue adjustments related to audits and payment reviews based on our historical experience and success rates in the claim appeals and adjudication process.

We determine our estimates for non-contractual revenue adjustments related to our inability to obtain appropriate billing documentation, authorizations or face-to-face documentation based on our historical experience which primarily includes a historical collection rate of over 99% on Medicare claims. Revenue is recorded at amounts we estimate to be realizable for services provided.

~~Home Health Revenue Recognition~~

~~Medicare Revenue~~

Effective January 1, 2020, the Centers for Medicare and Medicaid Services ("CMS") implemented a revised case-mix adjustment methodology, the Patient-Driven Groupings Model ("PDGM"), to better align payment with patient care needs and to ensure that clinically complex and ill beneficiaries have adequate access to home health care. PDGM uses 30-day periods of care rather than 60-day episodes of care as the unit of payment, eliminates the use of the number of therapy visits provided in determining payment and relies more heavily on clinical characteristics and other patient information.

All Medicare contracts are required to have a signed plan of care which represents a single performance obligation, comprised of the delivery of a series of distinct services that are substantially similar and have a similar pattern of transfer to the customer. Accordingly, we account for the series of services ("episode") as a single performance obligation satisfied over time, as the customer simultaneously receives and consumes the benefits of the goods and services provided. An episode starts the first day a billable visit is performed and ends 60 days later or upon discharge, if earlier, with multiple continuous episodes allowed. Under PDGM, each 60-day episode includes two 30-day payment periods.

Net service revenue is recorded based on the established Federal Medicare home health payment rate for a 30-day period of care. ASC 606 notes that if an entity has a right to consideration from a customer in an amount that corresponds directly with the value of the entity’s performance completed to date, the entity may recognize revenue in the amount to which the entity has a right to invoice. We have elected to apply the "right to invoice" practical expedient and therefore, our revenue recognition is based on the reimbursement we are entitled to for each 30-day payment period. We utilize our historical average length of stay for each 30-day period of care as the measure of progress towards the satisfaction of our performance obligation.

Medicare can also make various adjustments to payments received if we are unable to produce appropriate billing documentation or acceptable authorizations. We estimate the impact of such adjustments based on our historical experience, which primarily includes a historical collection rate of over 99% on Medicare claims, and record this estimate during the period in which services are rendered to revenue with a corresponding reduction to patient accounts receivable. A 0.1% change in our Medicare collection rate would impact our annual Medicare revenue by approximately $0.9 million.

Amounts due from Medicare include variable consideration for retroactive revenue adjustments due to settlements of audits and payment reviews. We determine our estimates for non-contractual revenue adjustments related to audits and payment reviews based on our historical experience and success rates in the claim appeals and adjudication process.

The Medicare home health benefit requires that beneficiaries be homebound (meaning that the beneficiary is unable to leave his/her home without a considerable and taxing effort), require intermittent skilled nursing, physical therapy or speech therapy services and receive treatment under a plan of care established and periodically reviewed by a physician. In order to provide greater flexibility during the novel coronavirus pandemic ("COVID-19"), CMS relaxed the definition of homebound status through the duration of the public health emergency. During the pandemic, a beneficiary is considered homebound if they have been instructed by a physician not to leave their home because of a confirmed or suspected COVID-19 diagnosis or if the patient has a condition that makes them more susceptible to contracting COVID-19. Therefore, if a beneficiary is homebound due to COVID-19 and requires skilled services, the services will be covered under the Medicare home health benefit.

During 2020, 20% of the reimbursement from each Medicare 30-day payment rate was billed near the start of each 30-day period of care, referred to as a request for anticipated payment ("RAP"), and cash was typically received before all services were rendered. Any cash received from Medicare for a RAP for a 30-day period of care that exceeded the associated revenue earned was recorded to accrued expenses within our consolidated balance sheets. CMS fully eliminated all upfront payments associated with RAPs effective January 1, 2021.

~~Non-Medicare Revenue~~

~~Episodic-based Revenue.~~ We recognize revenue in a similar manner as we recognize Medicare revenue for amounts that are paid by other insurance carriers, including Medicare Advantage programs; however, these amounts can vary based upon the negotiated terms which generally range from 95% to 100% of Medicare rates.

~~Non-episodic based Revenue.~~ Gross revenue is recorded on an accrual basis based upon the date of service at amounts equal to our established or estimated per-visit rates. Contractual revenue adjustments are recorded for the difference between our standard rates and the contracted rates to be realized from patients, third parties and others for services provided and are deducted from gross revenue to determine net service revenue. We also make non-contractual revenue adjustments to non-episodic revenue based on our historical experience to reflect the estimated transaction price. We receive a minimal amount of our net service revenue from patients who are either self-insured or are obligated for an insurance co-payment.

~~Hospice Revenue Recognition~~

~~Hospice Medicare Revenue~~

Gross revenue is recorded on an accrual basis based upon the date of service at amounts equal to the estimated payment rates. The estimated payment rates are predetermined daily or hourly rates for each of the four levels of care we deliver. The four levels of care are routine care, general inpatient care, continuous home care and respite care. Routine care accounted for 97% of our total Medicare hospice service revenue for each of 2021, 2020 and 2019, respectively. There are two separate payment rates for routine care: payments for the first 60 days of care and care beyond 60 days. In addition to the two routine rates, we may also receive a service intensity add-on (“SIA”). The SIA is based on visits made in the last seven days of life by a registered nurse or medical social worker for patients in a routine level of care.

~~The performance obligation is the delivery of hospice services to the patient, as determined by a physician, each day the patient is on hospice care.~~

We make adjustments to Medicare revenue for non-contractual revenue adjustments, which include our inability to obtain appropriate billing documentation or acceptable authorizations and other reasons unrelated to credit risk. We estimate the impact of these non-contractual revenue adjustments based on our historical experience, which primarily includes a historical collection rate of over 99% on Medicare claims, and record it during the period services are rendered. A 0.1% change in our Medicare collection rate would impact our annual Medicare revenue by approximately $0.8 million.

Additionally, our hospice service revenue is subject to certain limitations on payments from Medicare which are considered variable consideration. We are subject to an inpatient cap limit and an overall Medicare payment cap for each provider number. We monitor these caps on a provider-by-provider basis and estimate amounts due back to Medicare if we estimate a cap has been exceeded. We record these adjustments as a reduction to revenue and an increase in accrued expenses within our consolidated balance sheets. Providers are required to self-report and pay their estimated cap liability by February 28th of the following year. As of December 31, 2021, we have settled our Medicare hospice reimbursements for all fiscal years through October 31, 2015. As of December 31, 2021, we have recorded $4.5 million for estimated amounts due back to Medicare in accrued expenses for the Federal cap years ended October 31, 2016 through September 30, 2022. As of December 31, 2020, we had recorded $9.3 million for estimated amounts due back to Medicare in accrued expenses for the Federal cap years ended October 31, 2014 through September 30, 2021.

~~Hospice Non-Medicare Revenue~~

Gross revenue is recorded on an accrual basis based upon the date of service at amounts equal to our established rates or estimated per day rates, as applicable. Contractual revenue adjustments are recorded for the difference between our standard rates and the contractual rates to be realized from patients, third-party payors and others for services provided and are deducted from gross revenue to determine our net service revenue. We also make non-contractual adjustments to non-Medicare revenue based on our historical experience to reflect the estimated transaction price.

~~Personal Care Revenue Recognition~~

~~Personal Care Revenue~~

We generate net service revenue by providing our services directly to patients based on authorized hours, visits or units determined by the relevant agency, at a rate that is either contractual or fixed by legislation. Net service revenue is recognized at the time services are rendered based on gross charges for the services provided, reduced by estimates for contractual and non-contractual revenue adjustments. We receive payment for providing such services from payors, including state and local governmental agencies, managed care organizations, commercial insurers and private consumers. Payors include the following elder service agencies: Aging Services Access Points ("ASAPs"), Senior Care Options ("SCOs"), Program of All-Inclusive Care for the Elderly ("PACE") and the Veterans Administration ("VA").

~~High Acuity Care Revenue Recognition~~

~~High Acuity Care Revenue~~

Our revenues are derived from contracts with (1) health insurance plans for the coordination and provision of home recovery care services to patients who are enrolled members in those insurance plans and (2) health system partners for the coordination and provision of home recovery care services to patients who are discharged early from a health system facility to complete their inpatient stay at home.

Under our health insurance plan contracts, we provide home recovery care services for high acuity care patients on a full risk basis whereby we assume the risk for the coordination and payment of all required medical services necessary to treat the medical condition for which the patient was diagnosed in a home-based setting for a 30-day or 60-day episode of care in exchange for a fixed contracted bundled rate based upon the assigned diagnosis related group ("DRG"). Our performance obligation is the coordination and provision of patient care in accordance with physicians’ orders over either a 30-day or 60-day episode of care. The majority of our care coordination services and direct patient care is provided in the first five to seven days of the episode period (the "acute phase"). Monitoring services and follow-up direct patient care, as deemed necessary by the treating physician, is provided throughout the remainder of the episode. Since the majority of our services are provided during the acute phase, we recognize net service revenues over the acute phase based on gross charges for the services provided per the applicable managed care contract rates, reduced by estimates for revenue adjustments.

Under our contracts with health system partners, we provide home recovery care services for high acuity patients on a limited risk basis whereby we assume the risk for certain healthcare services during the remainder of an inpatient acute stay serviced at the patient's home in exchange for a contracted per diem rate. The performance obligation is the coordination and provision of required medical services, as determined by the treating physician, for each day the patient receives inpatient-equivalent care at home. As such, revenues are recognized as services are administered and as our performance obligations are satisfied on a per diem basis, reduced by estimates for revenue adjustments.

We recognize adjustments to revenue during the period in which changes to estimates of assigned patient diagnoses or episode terminations become known, in accordance with the applicable managed care contracts. For certain health insurance plans, revenue is reduced by amounts owed by enrollees to healthcare providers under deductible, coinsurance or copay provisions of health insurance plan policies, since those amounts are repaid to the health insurance plans by us as part of a retrospective reconciliation process.

~~Business Combinations~~

~~We account for acquisitions using the acquisition method of accounting in accordance with ASC 805,~~ ~~Business Combinations~~. Acquisitions are accounted for as purchases and are included in our consolidated financial statements from their respective acquisition dates. Assets acquired, liabilities assumed and noncontrolling interests, if any, are measured at fair value on the acquisition date using the appropriate valuation method. Goodwill generated from acquisitions is recognized for the excess of the purchase price over tangible and identifiable intangible assets. In determining the fair value of identifiable intangible assets and any noncontrolling interests, we use various valuation techniques including the income approach, the cost approach and the market approach. These valuation methods require us to make estimates and assumptions surrounding projected revenues and costs, growth rates and discount rates.

~~Goodwill and Other Intangible Assets~~

change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. These events or circumstances include, but are not limited to, a significant adverse change in the business environment, regulatory environment or legal factors, or a substantial decline in the market capitalization of our stock.

U.S. GAAP allows for impairment testing to be done on either a quantitative or qualitative basis. During 2021, we performed a qualitative assessment to determine if it is more likely than not that the fair value of our reporting units are less than their carrying values by evaluating relevant events and circumstances including financial performance, market conditions and share price. Based on this assessment, we concluded that the goodwill associated with our home health, hospice and high acuity care reporting units was not considered at risk of impairment as of October 31, 2021. In addition to the qualitative assessment, we also performed a quantitative analysis for our personal care reporting unit due to the decline in revenues resulting from the impact of COVID-19 and staffing shortages using an income and market approach. Based on this analysis, we concluded that the goodwill associated with our personal care reporting unit was not considered at risk of impairment as of October 31, 2021. Since the date of our last goodwill impairment test, there have been no material developments, events, changes in operating performance or other circumstances that would cause management to believe it is more likely than not that the fair value of any of our reporting units would be less than their carrying amounts.

As of December 31, 2021, we had an other intangible assets balance of $111.2 million. Intangible assets consist of certificates of need, licenses, acquired names, non-compete agreements and technology. We amortize non-compete agreements and acquired names that we do not intend to use indefinitely on a straight-line basis over their estimated useful lives, which are generally two to three years for non-compete agreements and up to three years for acquired names. We amortize technology over its estimated useful service life, which is generally up to seven years. Our indefinite-lived intangible assets are reviewed for impairment annually or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of the intangible asset below its carrying amount. We performed a qualitative assessment of our indefinite-lived intangible assets during 2021 and determined that there have been no material developments, events, changes in operating performance or other circumstances that would cause management to believe it is more likely than not that the fair value of any of our indefinite-lived intangible assets would be less than their carrying amounts. During 2020, we also performed a qualitative assessment of our indefinite-lived intangible assets; as a result of this analysis, we wrote off approximately $4.2 million of acquired names that were no longer in use.

~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

~~We are exposed to market risk from fluctuations in interest rates. Our Term Loan and Revolving Credit Facility carry a floating interest rate which is tied to the Eurodollar rate (i.e.~~ LIBOR) and the Prime Rate and therefore, our consolidated statements of operations and our consolidated statements of cash flows are exposed to changes in interest rates. As of December 31, 2021, the total amount of outstanding debt subject to interest rate fluctuations was $447.2 million. A 1.0% interest rate change would cause interest expense to change by approximately $4.5 million annually, assuming the Company makes no principal repayments.

~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~

~~Report of Independent Registered Public Accounting Firm~~

~~To the Stockholders and Board of Directors~~

~~Amedisys, Inc.:~~

~~Opinion on the Consolidated Financial Statements~~

We have audited the accompanying consolidated balance sheets of Amedisys, Inc. and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in ~~Internal Control – Integrated Framework (2013)~~ issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

~~Basis for Opinion~~

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~Critical Audit Matters~~

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

~~Acquisition of Contessa Health, Inc. – Evaluation of the fair value of noncontrolling interest and of certain intangible assets~~

As discussed in Notes 2 and 4 to the consolidated financial statements, the Company accounts for business combinations using the acquisition method of accounting. The Company acquired Contessa Health, Inc. (Contessa) on August 1, 2021. Intangible assets acquired in connection with this transaction included acquired names, technology and non-compete agreements. In addition, the Company recorded noncontrolling interest related to the acquisition.

We identified the evaluation of the fair value of the noncontrolling interest and of certain intangible assets, which consisted of acquired names and technology, acquired in the Contessa transaction as a critical audit matter. Subjective auditor judgment was required to evaluate the identification of intangible assets acquired and significant assumptions used in the valuation of noncontrolling interest and of certain intangible assets. Specifically, the significant assumptions included projected revenue growth rates, projected earnings before interest, taxes, depreciation and amortization (EBITDA), and the weighted average cost of capital (WACC). Changes to these assumptions could have had a significant effect on the Company’s estimate of fair value of noncontrolling interest and intangible assets.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s acquisition accounting process, including controls over the identification of intangible assets acquired and the development of the significant assumptions used in the valuation of the noncontrolling interest and of the intangible assets. We read the purchase agreement to identify the significant terms, conditions, and intangible assets acquired and compared them to the Company’s analysis of intangible assets acquired. We evaluated the Company’s projected revenue growth rates by comparing such assumptions to those of Contessa’s peers and to industry reports. We evaluated the Company’s projected EBITDA by comparing such assumptions to those of Contessa’s peers. Additionally, we compared the Company’s projected revenue growth rates and projected EBITDA to Contessa’s and the Company’s historical actual results. We involved valuation professionals with specialized skills and knowledge, who assisted in:

•~~evaluating the Company’s identification of intangible assets acquired~~

•evaluating the WACC, which was used by the Company to determine the discount rate, by comparing the Company's inputs to the WACC to publicly available data for comparable entities and assessing the resulting WACC.

~~Evaluation of the non-contractual revenue adjustment estimates for Home Health and Hospice~~

As discussed in Note 2 to the consolidated financial statements, the Company determines the transaction price for revenue contracts based on gross charges for services provided, reduced by contractual revenue adjustments and an estimate for non-contractual revenue adjustments. Non-contractual revenue adjustments are recorded for self-pay, uninsured patients, and other payors by major payor class based on historical collection experience, evaluated for current economic conditions. Adjustments resulting from payment reviews and adjustments arising from the inability to obtain appropriate billing documentation, authorizations, or face-to-face documentation are factors that are relevant to the estimate of ultimate collection. The non-contractual revenue adjustments represent the difference between amounts billed and amounts the Company expects to collect based on its collection history with similar payors.

We identified the evaluation of the non-contractual revenue adjustment estimates noted above for the Home Health and Hospice segments as a critical audit matter. Subjective and complex auditor judgment was required to evaluate the method and historical collection experience used by the Company when developing the non-contractual revenue adjustment estimate. Specifically, the significant judgments related to evaluating the relevance of historical collection experience to the determination of the estimate, which included evaluation of current conditions, trends, historical adjustment experience, and other factors.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue process, including controls over the method and significant judgments for estimating non-contractual revenue adjustments noted above. We assessed the outcome of the estimation of non-contractual revenue adjustments in the prior period to identify circumstances or conditions that are relevant to the determination of the current year estimate. To assess the current year method and the relevance of the historical collection experience, we also evaluated current conditions, trends, historical adjustment experience, and other factors relevant to the estimation of non-contractual revenue adjustments.

~~/s/ KPMG LLP~~

~~We have served as the Company's auditor since 2002.~~

~~Baton Rouge, Louisiana~~

~~February 24, 2022~~

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED BALANCE SHEETS~~

~~(Amounts in thousands, except share data)~~

As of December 31,
2021 2020
ASSETS
Current assets:
Cash and cash equivalents $ 42,694 $ 81,808
Restricted cash 3,075 1,549
Patient accounts receivable 274,961 255,145
Prepaid expenses 10,356 10,217
Other current assets 25,598 13,265
Total current assets 356,684 361,984
Property and equipment, net of accumulated depreciation of $96,937 and $95,024 18,435 23,719
Operating lease right of use assets 101,257 93,440
Goodwill 1,196,090 932,685
Intangible assets, net of accumulated amortization of $19,900 and $22,973 111,190 74,183
Deferred income taxes 289 47,987
Other assets 73,023 33,200
Total assets $ 1,856,968 $ 1,567,198
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 38,217 $ 42,674
Payroll and employee benefits 141,001 146,929
Accrued expenses 150,836 166,192
Provider relief fund advance — 60,000
Current portion of long-term obligations 12,995 10,496
Current portion of operating lease liabilities 31,233 30,046
Total current liabilities 374,282 456,337
Long-term obligations, less current portion 432,075 204,511
Operating lease liabilities, less current portion 69,309 61,987
Other long-term obligations 4,979 33,622
Total liabilities 880,645 756,457
Commitments and Contingencies – Note 11 0 0
Equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued or outstanding — —
Common stock, $0.001 par value, 60,000,000 shares authorized; 37,674,868 and 37,470,212 shares issued; and 32,509,969 and 32,814,278 shares outstanding 38 38
Additional paid-in capital 728,118 698,287
Treasury stock at cost, 5,164,899 and 4,655,934 shares of common stock (435,868) (319,092)
Retained earnings 639,063 429,991
Total Amedisys, Inc. stockholders’ equity 931,351 809,224
Noncontrolling interests 44,972 1,517
Total equity 976,323 810,741
Total liabilities and equity $ 1,856,968 $ 1,567,198

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

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~(Amounts in thousands, except per share data)~~

For the Years Ended December 31,
2021 2020 2019
Net service revenue $ 2,214,112 $ 2,071,519 $ 1,955,633
Other operating income 13,300 34,372 —
Cost of service, excluding depreciation and amortization 1,233,356 1,185,369 1,150,337
General and administrative expenses:
Salaries and benefits 474,718 449,448 394,452
Non-cash compensation 23,809 26,730 25,040
Other 212,713 192,122 188,434
Depreciation and amortization 30,901 28,802 18,428
Asset impairment charge — 4,152 1,470
Operating expenses 1,975,497 1,886,623 1,778,161
Operating income 251,915 219,268 177,472
Other income (expense):
Interest income 49 292 78
Interest expense (9,525) (11,038) (14,515)
Equity in earnings from equity method investments 4,949 3,966 5,338
Gain (loss) on equity method investments 31,098 (2,980) —
Miscellaneous, net 1,745 1,311 2,037
Total other income (expense), net 28,316 (8,449) (7,062)
Income before income taxes 280,231 210,819 170,410
Income tax expense (70,065) (25,635) (42,503)
Net income 210,166 185,184 127,907
Net income attributable to noncontrolling interests (1,094) (1,576) (1,074)
Net income attributable to Amedisys, Inc. $ 209,072 $ 183,608 $ 126,833
Basic earnings per common share:
Net income attributable to Amedisys, Inc. common stockholders $ 6.41 $ 5.64 $ 3.95
Weighted average shares outstanding 32,642 32,559 32,142
Diluted earnings per common share:
Net income attributable to Amedisys, Inc. common stockholders $ 6.34 $ 5.52 $ 3.84
Weighted average shares outstanding 32,972 33,268 32,990

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

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME~~

~~(Amounts in thousands)~~

For the Years Ended December 31,
2021 2020 2019
Net income $ 210,166 $ 185,184 $ 127,907
Other comprehensive income — — —
Comprehensive income 210,166 185,184 127,907
Comprehensive income attributable to non-controlling interests (1,094) (1,576) (1,074)
Comprehensive income attributable to Amedisys, Inc. $ 209,072 $ 183,608 $ 126,833

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

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY~~

~~(Amounts in thousands, except common stock shares)~~

Total Common Stock Additional
Paid-in
Capital Treasury
Stock Accumulated
Other
Comprehensive
Income Retained
Earnings Noncontrolling
Interests
Shares Amount
Balance, December 31, 2018 $ 482,633 36,252,280 $ 36 $ 603,666 $ (241,685) $ 15 $ 119,550 $ 1,051
Issuance of stock – employee stock purchase plan 3,187 30,483 — 3,187 — — — —
Issuance of stock – 401(k) plan 9,753 79,056 — 9,753 — — — —
Issuance/(cancellation) of non-vested stock — 189,134 1 (1) — — — —
Exercise of stock options 3,611 87,068 — 3,611 — — — —
Non-cash compensation 25,040 — — 25,040 — — — —
Surrendered shares (9,556) — — — (9,556) — — —
Noncontrolling interest distributions (1,062) — — — — — — (1,062)
Net income 127,907 — — — — — 126,833 1,074
Balance, December 31, 2019 641,513 36,638,021 37 645,256 (251,241) 15 246,383 1,063
Issuance of stock – employee stock purchase plan 3,562 21,561 — 3,562 — — — —
Issuance of stock – 401(k) plan 3,057 18,312 — 3,057 — — — —
Issuance/(cancellation) of non-vested stock — 169,489 — — — — — —
Exercise of stock options 6,325 622,829 1 6,324 — — — —
Non-cash compensation 26,730 — — 26,730 — — — —
Surrendered shares (54,493) — — 13,358 (67,851) — — —
Noncontrolling interest distributions (1,122) — — — — — — (1,122)
Write-off of other comprehensive income (15) — — — — (15) — —
Net income 185,184 — — — — — 183,608 1,576
Balance, December 31, 2020 810,741 37,470,212 38 698,287 (319,092) — 429,991 1,517
Issuance of stock – employee stock purchase plan 3,968 20,823 — 3,968 — — — —
Issuance/(cancellation) of non-vested stock — 151,365 — — — — — —
Exercise of stock options 2,054 32,468 — 2,054 — — — —
Non-cash compensation 23,809 — — 23,809 — — — —
Surrendered shares (16,898) — — — (16,898) — — —
Shares repurchased (99,878) — — — (99,878) — — —
Noncontrolling interest contributions 250 — — — — — — 250
Noncontrolling interest distributions (1,747) — — — — — — (1,747)
Acquired noncontrolling interest 43,858 — — — — — — 43,858
Net income 210,166 — — — — — 209,072 1,094
Balance, December 31, 2021 $ 976,323 37,674,868 $ 38 $ 728,118 $ (435,868) $ — $ 639,063 $ 44,972

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

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(Amounts in thousands)~~

For the Years Ended December 31,
2021 2020 2019
Cash Flows from Operating Activities:
Net income $ 210,166 $ 185,184 $ 127,907
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 30,901 28,802 18,428
Non-cash compensation 23,809 26,730 25,040
Non-cash 401(k) employer match — — 10,509
Amortization and impairment of operating lease right of use assets 40,364 39,140 35,905
(Gain) loss on disposal of property and equipment (124) (30) 141
(Gain) loss on equity method investments (31,098) 2,980 —
Write-off of other comprehensive income — (15) —
Deferred income taxes 44,582 (26,560) 13,466
Equity in earnings from equity method investments (4,949) (3,966) (5,338)
Amortization of deferred debt issuance costs/debt discount 917 869 873
Return on equity method investments 5,343 5,444 4,955
Asset impairment charge — 4,152 1,470
Changes in operating assets and liabilities, net of impact of acquisitions:
Patient accounts receivable (18,030) 2,114 (24,146)
Other current assets (12,202) (7,181) (2,682)
Other assets (1,017) 31 832
Accounts payable (4,353) 1,941 (11,329)
Accrued expenses (26,915) 39,839 42,096
Other long-term obligations (28,796) 27,717 (329)
Operating lease liabilities (36,645) (34,695) (32,295)
Operating lease right of use assets (3,060) (3,544) (3,503)
Net cash provided by operating activities 188,893 288,952 202,000
Cash Flows from Investing Activities:
Proceeds from the sale of deferred compensation plan assets 135 101 448
Proceeds from the sale of property and equipment 144 80 162
Purchases of property and equipment (6,302) (5,332) (7,888)
Investments in technology assets (419) — —
Purchase of investment (5,200) (875) (210)
Proceeds from sale of equity method investment — 17,876 —
Acquisitions of businesses, net of cash acquired (269,965) (298,958) (345,460)
Net cash used in investing activities (281,607) (287,108) (352,948)
Cash Flows from Financing Activities:
Proceeds from issuance of stock upon exercise of stock options 2,054 6,325 3,611
Proceeds from issuance of stock to employee stock purchase plan 3,968 3,562 3,187
Shares withheld to pay taxes on non-cash compensation (16,898) (54,493) (9,556)
Noncontrolling interest contributions 250 — —
Noncontrolling interest distributions (1,747) (1,122) (1,062)
Proceeds from borrowings under term loan 290,312 — 175,000
Proceeds from borrowings under revolving line of credit 500,700 684,200 262,500
Repayments of borrowings under revolving line of credit (551,700) (703,200) (200,000)
Principal payments of long-term obligations (9,143) (10,249) (5,624)
Debt issuance costs (2,792) — (847)
Provider relief fund advance (60,000) 60,000 —
Purchase of company stock (99,878) — —
Net cash provided by (used in) financing activities 55,126 (14,977) 227,209
Net (decrease) increase in cash, cash equivalents and restricted cash (37,588) (13,133) 76,261
Cash, cash equivalents and restricted cash at beginning of period 83,357 96,490 20,229
Cash, cash equivalents and restricted cash at end of period $ 45,769 $ 83,357 $ 96,490
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest $ 5,291 $ 6,207 $ 9,628
Cash paid for income taxes, net of refunds received $ 34,097 $ 50,721 $ 29,522

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

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

~~1. NATURE OF OPERATIONS, CONSOLIDATION AND PRESENTATION OF FINANCIAL STATEMENTS~~

Amedisys, Inc., a Delaware corporation (together with its consolidated subsidiaries, referred to herein as “Amedisys,” “we,” “us,” or “our”), is a multi-state provider of home health, hospice, personal care and high acuity care services with approximately 75%, 75% and 74% of our revenue derived from Medicare for 2021, 2020 and 2019, respectively. As of December 31, 2021, we owned and operated 331 Medicare-certified home health care centers, 175 Medicare-certified hospice care centers, 14 personal-care care centers and 8 high acuity care joint ventures in 38 states within the United States and the District of Columbia.

~~Recently Adopted Accounting Pronouncements~~

~~On January 1, 2021, the Company adopted Accounting Standards Update ("ASU") 2020-10,~~ ~~Codification Improvements~~, which included minor technical corrections and clarifications to improve consistency and clarify the application of various provisions of the codification by amending the codification to include all disclosure guidance in the appropriate disclosure sections and by amending and adding new headings, cross referencing to other guidance and refining or correcting terminology. Our adoption of this standard did not have a material effect on our consolidated financial statements.

~~During the fourth quarter of 2021, the Company adopted ASU 2021-10,~~ ~~Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance~~, which was intended to increase transparency around financial reporting regarding government assistance by requiring disclosure of information about (1) the types of government assistance received, (2) an entity's accounting for the government assistance received and (3) the effect of the assistance on an entity's financial statements. The ASU is effective for annual periods beginning after December 15, 2021, with early adoption permitted. See Note 3 – Novel Coronavirus Pandemic ("COVID-19") for the disclosures associated with this standard.

~~On January 1, 2020, the Company adopted ASU 2016-13,~~ ~~Financial Instruments - Credit Losses (Topic 326), which provided guidance for measuring credit losses on financial instruments. Our adoption of this standard did not have a material effect on our consolidated financial statements.~~

~~During the fourth quarter of 2020, the Company adopted ASU 2019-12,~~ ~~Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes~~, which eliminated certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating taxes during the interim periods and the recognition of deferred tax liabilities for outside basis differences. This guidance also simplified aspects of the accounting for franchise taxes, enacted changes in tax laws or rates and clarified the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance was effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. Our adoption of this standard on a prospective basis was not material to the Company’s consolidated financial statements.

~~On January 1, 2019, the Company adopted Accounting Standards Codification ("ASC") 842,~~ ~~Leases,~~ using a modified retrospective transition approach, which requires the new standard to be applied to all leases existing at the date of initial application. Under ASC 842, lessees are required to recognize a lease liability and right-of-use asset ("ROU asset") for all leases with a term greater than twelve months and to disclose key information about leasing arrangements. Additionally, leases are classified as either financing or operating; the classification determines the pattern of expense recognition and classification within the statement of operations. We used the standard's effective date as our date of initial application. Consequently, our financial information was not updated and the disclosures required under the new standard were not provided for dates and periods prior to January 1, 2019. The new standard provided several optional practical expedients that could be adopted at transition. We elected the "package of practical expedients," which allowed us to not reassess our prior conclusions regarding lease identification, lease classification and initial direct costs. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. The most significant effects related to this adoption pertained to (1) the recognition of ROU assets and lease liabilities on our balance sheet for our real estate and fleet operating leases; and (2) significant new disclosures about our leasing activities. Upon adoption, we recognized approximately $80 million in operating leases liabilities with corresponding ROU assets of approximately the same amount. The new standard also provided practical expedients for an entity’s ongoing accounting. We have elected the practical expedient that allows us to not separate lease and non-lease components for all of our leases.

~~On January 1, 2019, the Company adopted ASU 2018-07,~~ ~~Compensation - Stock Compensation (Topic 718): Improvements to Nonemployees Share-Based Payment Accounting,~~ which expanded the scope of Topic 718 to include share-based payments issued to nonemployees for goods or services. Our adoption of this standard did not have an effect on our consolidated financial statements.

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

~~Recently Issued Accounting Pronouncements~~

~~In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-04,~~ ~~Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting~~, which provides optional expedients and exceptions for applying U.S. Generally Accepted Accounting Principles ("U.S. GAAP") to contract modifications and hedging relationships that reference the London Inter-Bank Offered Rate ("LIBOR") or another reference rate expected to be discontinued, subject to meeting certain criteria. In January 2021, the FASB issued ASU 2021-01, ~~Reference Rate Reform (Topic 848)~~, which adds implementation guidance to ASU 2020-04 to clarify certain optional expedients in Topic 848. The guidance in ASU 2020-04 and ASU 2021-01 was effective upon issuance and may generally be applied prospectively through December 31, 2022. This standard will not have an effect on our consolidated financial statements.

~~Use of Estimates~~

Our accounting and reporting policies conform with U.S. GAAP. In preparing the consolidated financial statements, we are required to make estimates and assumptions that impact the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates.

~~Principles of Consolidation~~

These consolidated financial statements include the accounts of Amedisys, Inc. and our wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in our accompanying consolidated financial statements, and business combinations accounted for as purchases have been included in our consolidated financial statements from their respective dates of acquisition. In addition to our wholly owned subsidiaries, we also have certain equity investments that are accounted for as set forth below.

~~Investments~~

We consolidate investments when the entity is a variable interest entity ("VIE") and we are the primary beneficiary or if we have controlling interests in the entity, which is generally ownership in excess of 50%. Third party equity interests in our consolidated joint ventures are reflected as noncontrolling interests in our consolidated financial statements.

We account for investments in entities in which we have the ability to exercise significant influence under the equity method if we hold 50% or less of the voting stock and the entity is not a VIE in which we are the primary beneficiary. The book value of investments that we account for under the equity method of accounting totaled $53.1 million and $14.2 million as of December 31, 2021 and 2020, respectively, and is reflected in other assets within our consolidated balance sheets.

We account for investments in entities in which we have less than 20% ownership interest under the cost method of accounting if we do not have the ability to exercise significant influence over the investee. During 2021, we made a $5.0 million investment in ConnectRN, a workforce optimization company; this investment is accounted for under the cost method.

In connection with the acquisition of Contessa Health ("Contessa") on August 1, 2021, we obtained interests in several joint ventures with health system partners and a professional corporation that employs clinicians. Each of these entities meets the criteria to be classified as a VIE. As of December 31, 2021, we are consolidating 7 of our 8 joint ventures with health system partners as well as the professional corporation as we have concluded that we are the primary beneficiary of these VIEs. We have management agreements in place with each of these entities whereby we manage the entities and run the day-to-day operations. As such, we possess the power to direct the activities that most significantly impact the economic performance of the VIEs. The significant activities include, but are not limited to, negotiating provider and payor contracts, establishing patient care policies and protocols, making employment and compensation decisions, developing the operating and capital budgets, performing marketing activities and providing accounting support. We also have the obligation to absorb any expected losses and the right to receive benefits. Additionally, from time to time we may be required to provide joint venture funding. We account for one of our joint ventures with a health system partner under the equity method of accounting as we are not considered to be the primary beneficiary of this VIE.

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

The terms of the agreements with each VIE prohibit us from using the assets of the VIE to satisfy the obligations of other entities. The carrying amount of the VIEs’ assets and liabilities included in our consolidated balance sheets are as follows (amounts in millions):

2023.


Name⁽¹⁾	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽²⁾		All Other Compensation ($)		Total ($)
Vickie L. Capps	$	125,000	$	152,621	$	—	$	277,621
Molly J. Coye, MD	$	115,000	$	152,621	$	—	$	267,621
Julie D. Klapstein	$	130,000	$	152,621	$	—	$	282,621
Teresa L. Kline	$	120,001	$	152,621	$	—	$	272,622
Bruce D. Perkins	$	115,000	$	152,621	$	—	$	267,621
Jeffrey A. Rideout, MD	$	115,000	$	152,621	$	—	$	267,621
Ivanetta Davis Samuels	$	100,000	$	152,621	$	—	$	252,621

(1)

During 2023, Paul B. Kusserow served as our Chief Executive Officer from January 1, 2023 until April 10, 2023 and as Chairman of our Board of Directors the entire fiscal year. Because Mr. Kusserow was an employee of the Company at various times during 2023, he is not included in the table above. The compensation that Mr. Kusserow received as Chief Executive Officer and as Chairman of our Board of Directors is included in the Summary Compensation Table.

	(2)
		The amounts shown in this column reflect the grant date fair value of restricted stock unit awards granted to each of our directors. Generally, the grant date fair value is the amount that we would expense in our financial statements over the vesting period of the award. Assumptions used in the calculation of this amount are included in Note 11 to our audited financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K filed with the SEC on February 22, 2024. As of December 31, ~~2021~~
~~ASSETS~~
~~Current assets:~~
~~Cash~~2023, Mses. Capps, Klapstein, Kline and ~~cash equivalents~~		$	~~3.1~~
~~Patient accounts receivable~~		~~2.4~~
~~Other current assets~~		~~0.1~~
~~Total current assets~~		~~5.6~~
~~Property~~Samuels, Drs. Coye and ~~equipment~~		~~0.1~~
~~Total assets~~		$	~~5.7~~
~~LIABILITIES~~
~~Current liabilities:~~
~~Payroll~~Rideout, and ~~employee benefits~~		$	~~0.3~~
~~Accrued expenses~~		~~3.4~~
~~Current portion~~Mr. Perkins each had 1,941 unvested restricted stock units, 100% of ~~long-term obligations~~which will vest on May 3, 2024 assuming the director continues serving as a non-employee		director through such date. As of December 31, 2023, there were no fully vested outstanding stock options held by our ~~0.8~~ non-employee
~~Total current liabilities~~		~~4.5~~
~~Other long-term obligations~~		—
~~Total liabilities~~		$	~~4.5~~	directors.

During 2021, a third-party acquired a majority of the issued and outstanding membership interests of one of our equity method investments, Medalogix, for cash, with the remaining membership interests rolling over into a newly formed entity that includes Medalogix as well as another healthcare predictive data and analytics company. We rolled over 100% of our ownership interest in Medalogix to the newly formed entity, and in connection with this transaction, we recognized a $31.1 million gain based on the purchase price of Medalogix which is reflected in gain (loss) on equity method investments within our consolidated statement of operations for the year ended December 31, 2021.

~~During 2020, we sold our investment~~

Director Stock Ownership Guidelines

Included in the Heritage Healthcare Innovation Fund, LP via a secondary transaction for $17.9 million which resulted in a $3.0 million loss which is reflected in gain (loss) on equity method investments within our consolidated statement of operations for the year ended December 31, 2020. The Company's original investment was made in 2010 and no longer fit within our strategic areas of focus. Proceeds from the sale were used to pay down debt and fund capital needs.

~~2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~

~~Revenue Recognition~~

~~We account for revenue from contracts with customers in accordance with ASC 606,~~ ~~Revenue from Contracts with Customers~~, and as such, we recognize revenue in the period in which we satisfy our performance obligations under our contracts by transferring our promised services to our customers in amounts that reflect the consideration to which we expect to be entitled in exchange for providing patient care, which are the transaction prices allocated to the distinct services. Our cost of obtaining contracts is not material.

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

~~Revenue by payor class as a percentage of total net service revenue is as follows:~~

As of December 31,
2021 2020 2019
Home Health:
Medicare 41 % 41 % 44 %
Non-Medicare - Episodic-based 8 % 7 % 9 %
Non-Medicare - Non-episodic based 12 % 13 % 12 %
Hospice (1):
Medicare 34 % 34 % 30 %
Non-Medicare 2 % 2 % 1 %
Personal Care 3 % 3 % 4 %
High Acuity Care (2) — % — % — %
100 % 100 % 100 %

~~(1) Acquired Compassionate Care Hospice on February 1, 2019, RoseRock Healthcare on April 1, 2019, Asana Hospice on January 1, 2020 and AseraCare Hospice on June 1, 2020.~~

~~(2) Acquired Contessa Health on August 1, 2021.~~

~~Home Health Revenue Recognition~~

~~Medicare Revenue~~

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

PDGM uses timing, admission source, functional impairment levels and principal and other diagnoses to case-mix adjust payments. The case-mix adjusted payment for a 30-day period of care is subject to additional adjustments based on certain variables, including, but not limited to (a) an outlier payment if our patient's care was unusually costly (capped at 10% of total reimbursement per provider number); (b) a low utilization payment adjustment (“LUPA”) if the number of visits provided was less than the established threshold, which ranges from 2 to 6 visits and varies for every case-mix group under PDGM; (c) a partial payment if a patient transferred to another provider or from another provider before completing the 30-day period of care; and (d) the applicable geographic wage index. Payments for routine and non-routine supplies are included in the 30-day payment rate.

During 2020, 20% of the reimbursement from each Medicare 30-day payment period was billed near the start of each 30-day period of care, referred to as a request for anticipated payment ("RAP"), and cash was typically received before all services were rendered. Any cash received from Medicare for a RAP for a 30-day period of care that exceeded the associated revenue earned was recorded to accrued expenses within our consolidated balance sheets. CMS fully eliminated all upfront payments associated with RAPs effective January 1, 2021.

~~Non-Medicare Revenue~~

~~Episodic-based Revenue.~~ We recognize revenue in a similar manner as we recognize Medicare revenue for amounts that are paid by other insurance carriers, including Medicare Advantage programs; however, these amounts can vary based upon the negotiated terms, the majority of which range from 95% to 100% of Medicare rates.

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

~~Hospice Revenue Recognition~~

~~Hospice Medicare Revenue~~

~~The performance obligation is the delivery of hospice services to the patient, as determined by a physician, each day the patient is on hospice care.~~

~~Hospice Non-Medicare Revenue~~

~~Personal Care Revenue Recognition~~

~~Personal Care Revenue~~

We generate net service revenues by providing our services directly to patients based on authorized hours, visits or units determined by the relevant agency, at a rate that is either contractual or fixed by legislation. Net service revenue is recognized at the time services are rendered based on gross charges for the services provided, reduced by estimates for contractual and non-contractual revenue adjustments. We receive payment for providing such services from payors, including state and local governmental agencies, managed care organizations, commercial insurers and private consumers. Payors include the following elder service agencies: Aging Services Access Points ("ASAPs"), Senior Care Options ("SCOs"), Program of All-Inclusive Care for the Elderly ("PACE") and the Veterans Administration ("VA").

~~High Acuity Care Revenue Recognition~~

~~High Acuity Care Revenue~~

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

~~Government Grants~~

~~We account for government grants in accordance with ASU 2021-10,~~ ~~Government Assistance (Topic 832)~~ ~~by applying the grant model in accordance with International Accounting Standard ("IAS") 20,~~ ~~Accounting for Government Grants and Disclosure of Government Assistance~~, and as such, we recognize grant income on a systematic basis in line with the recognition of expenses or the loss of revenues for which the grants are intended to compensate. We recognize grants once both of the following conditions are met: (1) we are able to comply with the relevant conditions of the grant and (2) the grant will be received. See Note 3 – Novel Coronavirus Pandemic ("COVID-19") for additional information on our accounting for government funds received under the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") and the Mass Home Care ASAP COVID-19 Provider Sustainability Program.

~~Cash, Cash Equivalents and Restricted Cash~~

Cash and cash equivalents include certificates of deposit and all highly liquid debt instruments with maturities of three months or less when purchased. Our cash balance as of December 31, 2020 included CARES Act Provider Relief Fund ("PRF") funds totaling approximately $58 million, which were repaid in October 2021. Restricted cash includes cash that is not available for ordinary business use. As of December 31, 2021, we had $3.1 million of restricted cash that was placed into an escrow account related to the indemnity and closing payment adjustment provisions within the purchase agreements for various acquisitions. As of December 31, 2020, we had $1.5 million of restricted cash that was placed into an escrow account related to the indemnity provisions within the Asana Hospice purchase agreement.

~~The following table summarizes the balances related to our cash, cash equivalents and restricted cash (amounts in millions):~~

As of December 31,
2021 2020
Cash and cash equivalents $ 42.7 $ 81.8
Restricted cash 3.1 1.5
Cash, cash equivalents and restricted cash $ 45.8 $ 83.3

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

~~Patient Accounts Receivable~~

We report accounts receivable from services rendered at their estimated transaction price, which includes contractual and non-contractual revenue adjustments based on the amounts expected to be due from payors. Our patient accounts receivable are uncollateralized and consist of amounts due from Medicare, Medicaid, other third-party payors and patients. Our non-Medicare third-party payor base is comprised of a diverse group of payors that are geographically dispersed across the country. As of December 31, 2021, there is no single payor, other than Medicare, that accounts for more than 10% of our total outstanding patient receivables. Thus, we believe there are no other significant concentrations of receivables that would subject us to any significant credit risk in the collection of our patient accounts receivable. We write off accounts on a monthly basis once we have exhausted our collection efforts and deem an account to be uncollectible. We believe the collectability risk associated with our Medicare accounts, which represent 68% and 64% of our net patient accounts receivable at December 31, 2021 and 2020, respectively, is limited due to our historical collection rate of over 99% from Medicare and the fact that Medicare is a U.S. government payor.

~~We do not believe there are any significant concentrations of revenues from any payor that would subject us to any significant credit risk in the collection of our accounts receivable.~~

~~Medicare Home Health~~

For our home health patients, our pre-billing process includes verifying that we are eligible for payment from Medicare for the services that we provide to our patients. Our Medicare billing begins with a process to ensure that our billings are accurate through the utilization of an electronic Medicare claim review. Prior to January 1, 2021, we submitted a RAP for 20% of our estimated payment for each 30-day period of care. The RAP received was then deducted from our final payment. Effective January 1, 2021, CMS eliminated all upfront payments associated with RAPs.

~~Medicare Hospice~~

For our hospice patients, our pre-billing process includes verifying that we are eligible for payment from Medicare for the services that we provide to our patients. Our Medicare billing begins with a process to ensure that our billings are accurate through the utilization of an electronic Medicare claim review. We bill Medicare on a monthly basis for the services provided to the patient.

~~Non-Medicare Home Health, Hospice, Personal Care and High Acuity Care~~

For our non-Medicare patients, our pre-billing process primarily begins with verifying a patient’s eligibility for services with the applicable payor. Once the patient has been confirmed for eligibility, we will provide services to the patient and bill the applicable payor. Our review and evaluation of non-Medicare accounts receivable includes a detailed review of outstanding balances and special consideration to concentrations of receivables from particular payors or groups of payors with similar characteristics that would subject us to any significant credit risk.

~~Property and Equipment~~

Property and equipment is stated at cost and depreciated on a straight-line basis over the estimated useful lives of the assets or life of the lease, if shorter. Additionally, we have internally developed computer software for our own use. Additions and improvements (including interest costs for construction of qualifying long-lived assets) are capitalized. Maintenance and repair expenses are charged to expense as incurred. The cost of property and equipment sold or disposed of and the related accumulated depreciation are eliminated from the property and related accumulated depreciation accounts, and any gain or loss is credited or charged to other general and administrative expenses.

We assess the impairment of a long-lived asset group whenever events or changes in circumstances indicate that the asset’s carrying value may not be recoverable. Factors we consider important that could trigger an impairment review include but are not limited to the following:

•~~A significant change in the extent or manner in which the long-lived asset group is being used.~~

•~~A significant change in the business climate that could affect the value of the long-lived asset group.~~

•~~A significant change in the market value of the assets included in the asset group.~~

If we determine that the carrying value of long-lived assets may not be recoverable, we compare the carrying value of the asset group to the undiscounted cash flows expected to be generated by the asset group. If the carrying value exceeds the

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

~~undiscounted cash flows, an impairment charge is indicated. An impairment charge is recognized to the extent that the carrying value of the asset group exceeds its fair value.~~

~~We generally provide for depreciation over the following estimated useful service lives.~~


			~~Years~~
~~Building~~			39
~~Leasehold improvements~~			~~Lesser of lease term or expected useful life~~
~~Equipment and furniture~~			~~3 to 7~~
~~Vehicles~~			5
~~Computer software~~			~~2 to 7~~
~~Finance leases~~			3

~~The following table summarizes the balances related to our property and equipment for 2021 and 2020 (amounts in millions):~~

As of December 31,
2021 2020
Building and leasehold improvements $ 9.1 $ 9.0
Equipment and furniture 54.7 53.1
Finance leases 4.5 5.9
Computer software 47.0 50.7
115.3 118.7
Less: accumulated depreciation (96.9) (95.0)
$ 18.4 $ 23.7

~~Depreciation expense for 2021, 2020 and 2019 was $12.1 million, $12.1 million and $11.6 million, respectively.~~

~~Business Combinations~~

~~Goodwill and Other Intangible Assets~~

As of December 31, 2021, we had a goodwill balance of $1,196.1 million. Goodwill represents the amount of the purchase price in excess of the fair values assigned to the underlying identifiable net assets of acquired businesses. Goodwill is not amortized, but is subject to an annual impairment test. Tests are performed more frequently if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. These events or circumstances include, but are not limited to, a significant adverse change in the business environment, regulatory environment or legal factors, or a substantial decline in the market capitalization of our stock.

Each of our operating segments described in Note 14 – Segment Information is considered to represent an individual reporting unit for goodwill impairment testing purposes. We consider each of our home health care centers to constitute an individual business for which discrete financial information is available. However, since these care centers have substantially similar operating and economic characteristics and resource allocations and since significant investment decisions concerning these businesses are centralized and the benefits broadly distributed, we have aggregated these care centers and deemed them to constitute a single reporting unit. We have applied this same aggregation principle to our hospice and personal-care care centers and high acuity care joint ventures and have also deemed each of them to be a single reporting unit.

During 2021, we performed a qualitative assessment to determine if it is more likely than not that the fair value of our reporting units are less than their carrying values by evaluating relevant events and circumstances including financial performance,

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

market conditions and share price. Based on this assessment, we concluded that the goodwill associated with our home health, hospice and high acuity care reporting units was not considered at risk of impairment as of October 31, 2021. In addition to the qualitative assessment, we also performed a quantitative analysis for our personal care reporting unit due to the decline in revenues resulting from the impact of COVID-19 and staffing shortages using an income and market approach. Based on this analysis, we concluded that the goodwill associated with our personal care reporting unit was not considered at risk of impairment as of October 31, 2021. Since the date of our last goodwill impairment analysis, there have been no material developments, events, changes in operating performance or other circumstances that would cause management to believe it is more likely than not that the fair value of any of our reporting units would be less than their carrying amounts.

As of December 31, 2021, we had an other intangibles assets balance of $111.2 million. Intangible assets consist of certificates of need, licenses, acquired names, non-compete agreements and technology. We amortize non-compete agreements and acquired names that we do not intend to use indefinitely on a straight-line basis over their estimated useful lives, which are generally ~~two~~ to three years for non-compete agreements and up to three years for acquired names. We amortize technology over its estimated useful service life, which is generally up to seven years. Our indefinite-lived intangible assets are reviewed for impairment annually or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of the intangible asset below its carrying amount. We performed a qualitative assessment of our indefinite-lived intangible assets during 2021 and determined that there have been no material developments, events, changes in operating performance or other circumstances that would cause management to believe it is more likely than not that the fair value of any of our indefinite-lived intangible assets would be less than their carrying amounts. During 2020, we also performed a qualitative assessment of our indefinite-lived intangible assets; as a result of this analysis, we wrote off approximately $4.2 million of acquired names that were no longer in use.

~~Debt Issuance Costs~~

During 2021, we recorded $2.8 million in deferred debt issuance costs as a reduction to long-term obligations, less current portion in our consolidated balance sheet in connection with our entry into the Second Amended Credit Agreement (See Note 8 - Long-Term Obligations). As of December 31, 2021 and 2020, we had unamortized debt issuance costs of $4.5 million and $2.7 million, respectively, recorded as a reduction to long-term obligations, less current portion in our accompanying consolidated balance sheets. We amortize deferred debt issuance costs related to our long-term obligations over the term of the obligation through interest expense, unless the debt is extinguished, in which case unamortized balances are immediately expensed. The unamortized debt issuance costs of $4.5 million at December 31, 2021 will be amortized over a weighted-average amortization period of 4.6 years.

~~Fair Value of Financial Instruments~~

~~The following details our financial instruments where the carrying value and the fair value differ (amounts in millions):~~

Fair Value at Reporting Date Using
Financial Instrument Carrying Value as of
December 31, 2021 Quoted Prices in Active
Markets for Identical
Items
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable Inputs
(Level 3)
Long-term obligations $ 448.0 $ — $ 474.9 $ —

The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The three levels of inputs are as follows:

•~~Level 1 – Quoted prices in active markets for identical assets and liabilities.~~

•Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•~~Level 3 – Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.~~

Our deferred compensation plan assets are recorded at fair value and are considered a level 2 measurement. For our other financial instruments, including our cash and cash equivalents, patient accounts receivable, accounts payable, payroll and employee benefits and accrued expenses, we estimate the carrying amounts approximate fair value.

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

~~Income Taxes~~

We use the asset and liability approach for measuring deferred tax assets and liabilities based on temporary differences existing at each balance sheet date using currently enacted tax rates. Our deferred tax calculation requires us to make certain estimates about future operations. Deferred tax assets are reduced by a valuation allowance when we believe it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect of a change in tax rate is recognized as income or expense in the period that includes the enactment date. As of December 31, 2021 and 2020, our net deferred tax assets were $0.3 million and $48.0 million, respectively.

Management regularly assesses the ability to realize deferred tax assets recorded in the Company’s entities based upon the weight of available evidence, including such factors as the recent earnings history and expected future taxable income. In the event future taxable income is below management’s estimates or is generated in tax jurisdictions different than projected, we could be required to increase the valuation allowance for deferred tax assets. This would result in an increase in our effective tax rate.

~~Share-Based Compensation~~

We record all share-based compensation as expense in the financial statements measured at the fair value of the award. We recognize compensation cost on a straight-line basis over the requisite service period for each separately vesting portion of the award. Share-based compensation expense for 2021, 2020 and 2019 was $23.8 million, $26.7 million and $25.0 million, respectively, and the total income tax benefit recognized for these expenses was $6.0 million, $4.7 million and $4.6 million, respectively.

~~Weighted-Average Shares Outstanding~~

Net income per share attributable to Amedisys, Inc. common stockholders, calculated on the treasury stock method, is based on the weighted average number of shares outstanding during the period. The following table sets forth, for the periods indicated, shares used in our computation of weighted-average shares outstanding, which are used to calculate our basic and diluted net income attributable to Amedisys, Inc. common stockholders (amounts in thousands):

For the Years Ended December 31,
2021 2020 2019
Weighted average number of shares outstanding – basic 32,642 32,559 32,142
Effect of dilutive securities:
Stock options 122 420 545
Non-vested stock and stock units 208 289 303
Weighted average number of shares outstanding – diluted 32,972 33,268 32,990
Anti-dilutive securities 114 25 117

~~Advertising Costs~~

~~We expense advertising costs as incurred. Advertising expense for 2021, 2020 and 2019 was $7.4 million, $6.5 million and $7.0 million, respectively.~~

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

~~3. NOVEL CORONAVIRUS PANDEMIC ("COVID-19")~~

In March 2020, the World Health Organization declared COVID-19 a pandemic. As a healthcare at home company, we have been and will continue to be impacted by the effects of COVID-19; however, we remain committed to carrying out our mission of caring for our patients. We will continue to closely monitor the impact of COVID-19 on all aspects of our business, including the impacts to our employees, patients and suppliers; however, at this time, we are unable to estimate the ultimate impact the pandemic will have on our consolidated financial condition, results of operations or cash flows.

On March 27, 2020, the CARES Act was signed into legislation. The CARES Act provided for $175 billion to healthcare providers, including hospitals on the front lines of the COVID-19 pandemic. Of this total allocated amount, $30 billion was distributed immediately to providers based on their proportionate share of Medicare fee-for-service reimbursements in 2019. Healthcare providers were required to sign an attestation confirming receipt of the Provider Relief Fund ("PRF") funds and agree to the terms and conditions of payment. Our home health and hospice segments received approximately $100 million from the first $30 billion of funds distributed to healthcare providers in April 2020, which is inclusive of $2 million related to our joint venture care centers (equity method investments). We also acquired approximately $6 million of PRF funds in connection with the acquisition of AseraCare. Under the terms and conditions for receipt of the payment, we were allowed to use the funds to cover lost revenues and health care costs related to COVID-19 through June 30, 2021, and we were required to properly and fully document the use of these funds in reports to the U.S. Department of Health and Human Services ("HHS"). All required reporting was completed during the three-month period ended September 30, 2021.

For our wholly-owned subsidiaries, we utilized PRF funds to the extent we had qualifying COVID-19 expenses; we did not use PRF funds to cover lost revenues resulting from COVID-19. The grant income associated with the COVID-19 expenses incurred through June 30, 2021 is reflected in other operating income within our consolidated statements of operations.

We did not fully utilize the funds received; all unutilized funds were repaid in October 2021. In summary, the total funds that we received from the CARES Act PRF were accounted for as follows as of December 31, 2021 (amounts in millions):


	~~Amount~~
~~Funds utilized through June 30, 2021 by consolidated entities~~	$	~~46.6~~
~~Funds repaid to the government by consolidated entities (excludes $0.2 million of interest)~~	~~58.3~~
~~Funds utilized through June 30, 2021 by unconsolidated joint ventures~~	~~1.3~~
~~Funds repaid to the government by unconsolidated joint ventures~~	~~0.6~~
	$	~~106.8~~

The CARES Act also provided for the temporary suspension of the automatic 2% reduction of Medicare claim reimbursements ("sequestration") for the period May 1, 2020 through December 31, 2020. The suspension of sequestration increased our 2020 net service revenue by $23 million. In December 2020, Congress passed additional COVID-19 relief legislation as part of the Consolidated Appropriations Act, 2021. This legislation extended the suspension of sequestration through March 31, 2021. In April 2021, Congress passed H.R. 1868, which among other items, provided for an additional extension of the temporary suspension of sequestration through December 31, 2021. The suspension of sequestration increased our 2021 net service revenue by $36 million. In December 2021, Congress passed the Protecting Medicare and American Farmers from Sequester Cuts Act. This legislation extended the 2% suspension of sequestration through March 31, 2022; sequestration will be reinstated as a 1% reduction to Medicare claim reimbursements for the period April 1, 2022 through June 30, 2022 and 2% thereafter.

Additionally, the CARES Act provided for the deferral of the employer share of social security tax (6.2%), effective for payments due after the enactment date through December 31, 2020. During 2020, we deferred approximately $55 million of social security taxes. Approximately $27 million was paid during December 2021; the remaining balance is due on December 31, 2022 and is reflected in payroll and employee benefits within our consolidated balance sheet.

Our personal care segment did not receive funds under the CARES Act; however, it did receive funds totaling $1 million from the Mass Home Care ASAP COVID-19 Provider Sustainability Program, which were used during 2020 to cover costs related to COVID-19. The grant income associated with the funds received is reflected in other operating income within our consolidated statements of operations.

~~4. ACQUISITIONS~~

We complete acquisitions from time to time in order to pursue our strategy of increasing our market presence by expanding our service base and enhancing our position in certain geographic areas as a leading provider of home health, hospice, personal care

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

and high acuity care services. The purchase price paid for acquisitions is negotiated through arm’s length transactions, with consideration based on our analysis of, among other things, comparable acquisitions and expected cash flows. Acquisitions are accounted for as purchases and are included in our consolidated financial statements from their respective acquisition dates. Goodwill generated from acquisitions is recognized for the excess of the purchase price over tangible and identifiable intangible assets because of the expected contributions of the acquisitions to our overall corporate strategy. We typically engage outside appraisal firms to assist in the fair value determination of identifiable intangible assets and noncontrolling interests, if any, for significant acquisitions. The preliminary purchase price allocation is adjusted, as necessary, up to one year after the acquisition closing date if management obtains more information regarding asset valuation and liabilities assumed.

~~2021 Acquisitions~~

On May 1, 2021, we acquired the regulatory assets of a home health provider in Randolph County, North Carolina for a purchase price of $2.5 million. The purchase price was paid with cash on hand on the date of the transaction. Based on the Company's preliminary valuation, we recorded goodwill of $2.4 million and other intangibles (certificate of need) of $0.1 million in connection with the acquisition.

On July 1, 2021, we acquired Visiting Nurse Association ("VNA"), a home health and hospice provider with locations in Nebraska and Iowa for a purchase price of $20.1 million. The purchase price was paid with cash on hand on the date of the transaction. Based on the Company's preliminary valuation, we recorded goodwill of $19.7 million and other intangibles (licenses) of $0.4 million in connection with the acquisition. We expect the entire amount of goodwill for this acquisition to be deductible for income tax purposes over approximately 15 years.

On July 12, 2021, we acquired the regulatory assets of a home health provider in New York for a purchase price of $1.5 million. The purchase price was paid with cash on hand on the date of the transaction. Based on the Company's preliminary valuation, we recorded goodwill of $1.4 million and other intangibles (certificate of need) of $0.1 million in connection with the acquisition.

On August 1, 2021, we acquired Contessa, a leader in hospital-at-home and skilled nursing facility ("SNF") at-home services for an estimated purchase price of $240.7 million, net of cash acquired. The Contessa purchase price included estimates for cash, working capital and other items. Under the purchase agreement, the purchase price was subject to a closing payment adjustment for any differences between estimated amounts included in the closing payment and actual amounts at close. The closing payment adjustment, which was finalized during the three-month period ended December 31, 2021, increased the purchase price by $0.6 million from $240.7 million to $241.3 million. With the addition of Contessa’s risk-based model and claims analytics capabilities, we will be able to bring the essential elements of inpatient hospital and SNF care to patients’ homes, allowing us to become a risk-bearing, home-based care delivery organization, expanding well beyond traditional home health and hospice. Contessa operates as a wholly-owned division of Amedisys and is reported as a separate operating segment.

The Company is in the process of reviewing the fair value of the assets acquired, liabilities assumed and noncontrolling interests. Based on the Company's preliminary valuation, the total consideration of $241.3 million has been allocated to assets acquired, liabilities assumed and noncontrolling interests as of the acquisition date as follows (amounts in millions):

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~


	~~Amount~~
~~ASSETS~~
~~Patient accounts receivable~~	$	~~1.5~~
~~Prepaid expenses~~	~~0.3~~
~~Other current assets~~	~~0.1~~
~~Property and equipment~~	~~0.3~~
~~Operating lease right of use assets~~	~~0.8~~
~~Intangible assets~~	~~54.3~~
~~Other assets~~	~~3.1~~
~~Total assets acquired~~	$	~~60.4~~
~~LIABILITIES AND EQUITY~~
~~Accounts payable~~	$	~~(0.1)~~
~~Payroll and employee benefits~~	~~(0.6)~~
~~Accrued expenses~~	~~(3.4)~~
~~Operating lease liabilities~~	~~(0.8)~~
~~Deferred tax liability~~	~~(3.1)~~
~~Current portion of long-term obligations~~	~~(0.9)~~
~~Other long-term obligations~~	~~(0.2)~~
~~Total liabilities assumed~~	~~(9.1)~~
~~Noncontrolling interests~~	~~(43.9)~~
~~Total equity assumed~~	~~(43.9)~~
~~Total liabilities and equity assumed~~	$	~~(53.0)~~
~~Net identifiable assets acquired~~	$	~~7.4~~
~~Goodwill~~	~~233.9~~
~~Total consideration~~	$	~~241.3~~

Intangible assets acquired include acquired names ($28.3 million), technology ($19.8 million) and non-compete agreements ($6.2 million). The non-compete agreements will be amortized over a weighted-average period of 2.0 years and the technology will be amortized over a weighted-average period of 7.0 years. The preliminary fair value of noncontrolling interests ($43.9 million) was determined using an income approach.

Contessa contributed $3.5 million in net service revenue and an operating loss of $10.3 million (inclusive of technology intangibles amortization totaling $1.2 million) during the year ended December 31, 2021.

~~We do not expect any of the goodwill recorded for this acquisition to be deductible for income tax purposes.~~

On October 18, 2021, we acquired the regulatory assets of a home health provider in North Carolina for a purchase price of $4.5 million. The purchase price was paid with cash on hand on the date of the transaction. Based on the Company's preliminary valuation, we recorded goodwill of $4.3 million and other intangibles (certificate of need) of $0.2 million in connection with the acquisition.

~~2020 Acquisitions~~

~~Home Health Division~~

On March 1, 2020, we acquired the regulatory assets of a home health provider in Washington for a purchase price of $3.0 million. The purchase price was paid with cash on hand on the date of the transaction. We recorded goodwill of $2.8 million and other intangibles (certificate of need) of $0.2 million in connection with the acquisition.

On April 18, 2020, we acquired the regulatory assets of a home health provider in Kentucky for a purchase price of $0.7 million. The purchase price was paid with cash on hand on the date of the transaction. We recorded goodwill of $0.5 million and other intangibles (certificate of need) of $0.2 million in connection with the acquisition.

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

~~Hospice Division~~

On January 1, 2020, we acquired Asana Hospice ("Asana"), a hospice provider with 8 locations in Pennsylvania, Ohio, Texas, Missouri and Kansas for an estimated purchase price of $66.3 million, net of cash acquired of $0.7 million. Under the purchase agreement, the purchase price was subject to a net working capital adjustment, whereby the purchase price would be adjusted to the extent the actual net working capital of Asana as of the closing differed from the required net working capital under the purchase agreement. The net working capital adjustment, which was finalized during the three-month period ended June 30, 2020, reduced the purchase price by $0.7 million, from $66.3 million to $65.6 million.

The Company has finalized its valuation of the assets acquired and liabilities assumed. The total consideration of $65.6 million has been allocated to assets acquired and liabilities assumed as of the acquisition date as follows (amounts in millions):


	~~Amount~~
~~ASSETS~~
~~Patient accounts receivable~~	$	~~4.6~~
~~Property and equipment~~	~~0.2~~
~~Operating lease right of use assets~~	~~0.9~~
~~Intangible assets~~	~~5.6~~
~~Total assets acquired~~	~~11.3~~
~~LIABILITIES~~
~~Accounts payable~~	~~(3.2)~~
~~Payroll and employee benefits~~	~~(1.5)~~
~~Accrued expenses~~	~~(0.5)~~
~~Operating lease liabilities~~	~~(0.9)~~
~~Total liabilities assumed~~	~~(6.1)~~
~~Net identifiable assets acquired~~	~~5.2~~
~~Goodwill~~	~~60.4~~
~~Total consideration~~	$	~~65.6~~

Intangible assets acquired include licenses ($2.0 million), acquired names ($1.3 million) and non-compete agreements ($2.3 million). The acquired names and non-compete agreements will be amortized over a weighted-average period of 2.0 years.

Asana contributed approximately $23.4 million in net service revenue and an operating loss of $3.3 million (inclusive of acquisition and integration costs totaling $2.0 million and intangibles amortization totaling $2.6 million) during the year ended December 31, 2020.

~~We expect the entire amount of goodwill recorded for this acquisition to be deductible for income tax purposes over approximately 15 years.~~

On June 1, 2020, we acquired Homecare Preferred Choice, Inc., doing business as AseraCare Hospice ("AseraCare"), a national hospice care provider with 44 locations, for an estimated purchase price of $230.4 million, net of cash acquired and inclusive of a $32 million tax asset. The closing payment for the purchase price included estimates for cash, working capital and various other items. Under the purchase agreement, the purchase price was subject to a closing payment adjustment for any differences between estimated amounts included in the closing payment and actual amounts at close, not to exceed $1.0 million. The closing payment adjustment, which was finalized in October 2020, reduced the purchase price by $0.8 million, from $230.4 million to $229.6 million.

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

The Company has finalized its valuation of the assets acquired and liabilities assumed. The total consideration of $229.6 million has been allocated to assets acquired and liabilities assumed as of the acquisition date as follows (amounts in millions):


	~~Amount~~
~~ASSETS~~
~~Patient accounts receivable~~	$	~~15.3~~
~~Prepaid expenses~~	~~0.7~~
~~Property and equipment~~	~~0.6~~
~~Operating lease right of use assets~~	~~5.9~~
~~Intangible assets~~	~~24.3~~
~~Other assets~~	~~0.1~~
~~Total assets acquired~~	~~46.9~~
~~LIABILITIES~~
~~Accounts payable~~	~~(6.3)~~
~~Payroll and employee benefits~~	~~(5.9)~~
~~Accrued expenses~~	~~(11.9)~~
~~Operating lease liabilities~~	~~(5.4)~~
~~Total liabilities assumed~~	~~(29.5)~~
~~Net identifiable assets acquired~~	~~17.4~~
~~Goodwill~~	~~212.2~~
~~Total consideration~~	$	~~229.6~~

Intangible assets acquired include licenses ($8.7 million), certificates of need ($0.7 million), acquired names ($5.7 million) and non-compete agreements ($9.2 million). The acquired names will be amortized over a weighted-average period of 2.0 years and the non-compete agreements will be amortized over a weighted-average period of 1.7 years.

AseraCare contributed approximately $64.5 million in net service revenue and an operating loss of $8.2 million (inclusive of acquisition and integration costs totaling $7.6 million and intangibles amortization totaling $6.0 million) during the year ended December 31, 2020.

~~We expect the entire amount of goodwill recorded for this acquisition to be deductible for income tax purposes over approximately 15 years.~~

The following table contains unaudited pro forma condensed consolidated statement of operations information for the years ended December 31, 2020 and 2019 assuming that the AseraCare acquisition closed on January 1, 2019 (amounts in millions, except per share data).

For the Years Ended
December 31,
2020 2019
Net service revenue $ 2,120.1 $ 2,077.0
Operating income 218.0 167.5
Net income attributable to Amedisys Inc. 180.6 112.3
Basic earnings per share 5.55 3.49
Diluted earnings per share 5.43 3.40

The pro forma information presented above includes adjustments for (i) amortization of identifiable intangible assets, (ii) interest on additional debt required to fund the AseraCare acquisition, (iii) non-recurring transaction costs and (iv) income taxes based on the Company's statutory tax rate. This pro forma information is presented for illustrative purposes only and may not be indicative of the results of operations that would have actually occurred. In addition, future results may vary significantly from the results reflected in the pro forma information.

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

~~5. GOODWILL AND OTHER INTANGIBLE ASSETS, NET~~

During 2021, 2020 and 2019, we did not record any goodwill impairment charges as a result of our annual impairment test and none of the goodwill associated with our reporting units was considered impaired as of October 31st of each respective year (the date of our annual goodwill impairment test). Since the date of our last annual goodwill impairment test, there have been no material developments, events, changes in operating performance or other circumstances that would cause management to believe it is more likely than not that the fair value of any of our reporting units would be less than their carrying amounts.

~~The following table summarizes the activity related to our goodwill for 2021 and 2020 (amounts in millions):~~

Goodwill
Home Health Hospice Personal Care High Acuity Care Total
Balances at December 31, 2019 (1) $ 87.1 $ 528.3 $ 43.1 $ — $ 658.5
Additions 3.3 270.9 — — 274.2
Balances at December 31, 2020 90.4 799.2 43.1 — 932.7
Additions 27.8 1.7 — 233.9 263.4
Balances at December 31, 2021 $ 118.2 $ 800.9 $ 43.1 $ 233.9 $ 1,196.1

~~(1)Net of prior years' accumulated impairment losses of $733.7 million, which is inclusive of write-offs related to the sale and closure of care centers.~~

During 2021, we did not record any impairment charges related to our other intangible assets. During 2020, we recorded a non-cash other intangible assets impairment charge of $4.2 million related to acquired names which were no longer in use.

~~The following table summarizes the activity related to our other intangible assets, net for 2021 and 2020 (amounts in millions):~~

Other Intangible Assets, Net
Certificates of Need and Licenses Acquired
Names -Unamortizable Acquired
Names -Amortizable (4) Non-Compete
Agreements (4) Technology (4) Total
Balances at December 31, 2019 (1) $ 37.6 $ 18.1 $ 5.6 $ 3.4 $ — $ 64.7
Additions 11.8 — 7.0 11.5 — 30.3
Write-off (2) — (4.2) — — — (4.2)
Amortization (3) (2.4) — (7.1) (7.1) — (16.6)
Balances at December 31, 2020 47.0 13.9 5.5 7.8 — 74.2
Additions 0.8 28.3 — 6.2 20.2 55.5
Reclass to amortizable intangible — (6.6) 6.6 — — —
Amortization (3) (0.7) — (9.0) (7.6) (1.2) (18.5)
Balances at December 31, 2021 $ 47.1 $ 35.6 $ 3.1 $ 6.4 $ 19.0 $ 111.2

~~(1)Net of prior years' accumulated amortization of $4.4 million for acquired names and $2.7 million for non-compete agreements.~~

~~(2)Write-offs are related to our acquired names that are no longer in use or that were associated with care centers that are closed.~~

~~(3)Amortization of certificates of need and licenses is related to care centers that were closed during 2020 and 2021.~~

~~(4)The weighted average remaining amortization period of our amortizable acquired names, non-compete agreements and technology is 0.3 years, 1.3 years and 6.6 years, respectively.~~

~~See Note 4 – Acquisitions for further details on additions to goodwill and other intangible assets, net.~~

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

~~The estimated aggregate amortization expense related to intangible assets for each of the five succeeding years is as follows (amounts in millions):~~

Intangible Asset Amortization
2022 $ 10.5
2023 4.7
2024 2.9
2025 2.9
2026 2.9
$ 23.9

~~6. DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS~~

~~Additional information regarding certain balance sheet accounts is presented below (amounts in millions):~~

As of December 31,
2021 2020
Other current assets:
Payroll tax escrow $ 7.9 $ 6.3
Income tax receivable 8.2 0.2
Due from joint ventures 3.9 2.3
Other 5.6 4.5
$ 25.6 $ 13.3
Other assets:
Workers’ compensation deposits $ 0.3 $ 0.3
Health insurance deposits 0.9 0.5
Other miscellaneous deposits 1.1 1.2
Indemnity receivable 13.6 13.6
Equity method investments 53.1 14.2
Other 4.0 3.4
$ 73.0 $ 33.2
Accrued expenses:
Health insurance $ 17.5 $ 15.1
Workers’ compensation 40.3 35.8
Florida ZPIC audit, gross liability 17.4 17.4
Legal settlements and other audits 27.5 24.4
Charity care 1.4 3.6
Estimated Medicare cap liability 4.5 9.3
Hospice accruals (room and board, general in-patient and other) 23.6 29.2
Patient liability 4.6 8.4
Deferred operating income (CARES Act) — 11.6
Other 14.0 11.4
$ 150.8 $ 166.2
Other long-term obligations:
Reserve for uncertain tax positions $ 3.4 $ 3.3
Deferred compensation plan liability 1.0 1.0
Non-current social security taxes (deferred under CARES Act) — 27.7
Other 0.6 1.6
$ 5.0 $ 33.6

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

~~7. LEASES~~

We determine whether an arrangement is a lease at inception. We have operating leases, primarily for offices and fleet, that expire at various dates over the next eight years. We also have finance leases covering certain office equipment that expire at various dates over the next three years. Our leases do not contain any restrictive covenants.

~~Our office leases generally contain renewal options for periods ranging from~~ ~~one~~ to five years. Because we are not reasonably certain to exercise these renewal options, the options are not considered in determining the lease term, and payments associated with the option years are excluded from lease payments. Our office leases also generally include termination options, which allow for early termination of the lease after the first one to three years. Because we are not reasonably certain to exercise these termination options, the options are not considered in determining the lease term; payments for the full lease term are included in lease payments. Our office leases do not contain any material residual value guarantees.

Our fleet leases include a term of 367 days with monthly renewal options thereafter. Our fleet leases also include terminal rental adjustment clauses (“TRAC”), which provide for a final rental payment adjustment at the end of the lease, typically based on the amount realized from the sale of the vehicle. The TRAC is structured such that it will almost always result in a significant payment by us to the lessor if the renewal option is not exercised. Based on the significance of the TRAC adjustment at the initial lease expiration, we believe that it is reasonably certain that we will exercise the monthly renewal options; therefore, the renewal options are considered in determining the lease term, and payments associated with the renewal options are included in lease payments.

For our fleet and office equipment leases, we use the implicit rate in the lease as the discount rate. For our office leases, the implicit rate is typically not available, so we use our incremental borrowing rate as the discount rate. Our lease agreements include both lease and non-lease components. We have elected the practical expedient that allows us to not separate lease and non-lease components for all of our leases.

Payments due under our operating and finance leases include fixed payments as well as variable payments. For our office leases, variable payments include amounts for our proportionate share of operating expenses, utilities, property taxes, insurance, common area maintenance and other facility-related expenses. For our vehicle and equipment leases, variable payments consist of sales tax.

~~The components of lease cost for the years ended December 31, 2021 and 2020 are as follows (amounts in millions):~~

For the Years Ended December 31,
2021 2020
Operating lease cost:
Operating lease cost $ 40.3 $ 38.6
Impairment of operating lease ROU assets 0.1 0.5
Total operating lease cost 40.4 39.1
Finance lease cost:
Amortization of ROU assets 2.0 2.0
Interest on lease liabilities 0.1 0.2
Total finance lease cost 2.1 2.2
Variable lease cost 3.3 3.0
Short-term lease cost — —
Total lease cost $ 45.8 $ 44.3

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

~~Amounts reported in the consolidated balance sheets as of December 31, 2021 and 2020 for our operating leases are as follows (amounts in millions):~~

As of December 31,
2021 2020
Operating lease ROU assets $ 101.3 $ 93.4
Current portion of operating lease liabilities 31.2 30.0
Operating lease liabilities, less current portion 69.3 62.0
Total operating lease liabilities $ 100.5 $ 92.0

Amounts reported in the consolidated balance sheets as of December 31, 2021 and 2020 for finance leases are included in the table below. The finance lease ROU assets are recorded within property and equipment, net of accumulated depreciation within our consolidated balance sheets. The finance lease liabilities are recorded within current portion of long-term obligations and long-term obligations, less current portion within our consolidated balance sheets.

As of December 31,
2021 2020
Finance lease ROU assets $ 4.5 $ 5.9
Accumulated amortization (2.8) (3.3)
Finance lease ROU assets, net $ 1.7 $ 2.6
Current installments of obligations under finance leases $ 0.9 $ 1.7
Long-term portion of obligations under finance leases 0.7 0.9
Total finance lease liabilities $ 1.6 $ 2.6

~~Supplemental cash flow information and non-cash activity related to our leases are as follows (amounts in millions):~~

For the Years Ended December 31,
2021 2020
Cash paid for amounts included in the measurement of lease liabilities and ROU assets:
Operating cash flow from operating leases $ (39.7) $ (38.2)
Financing cash flow from finance leases (2.0) (2.0)
ROU assets obtained in exchange for lease obligations:
Operating leases $ 46.1 $ 38.5
Finance leases 0.9 1.2
Reductions to ROU assets resulting from reductions to lease obligations:
Operating leases $ (1.7) $ (1.1)
Finance leases — —

~~Amounts disclosed for ROU assets obtained in exchange for lease obligations include amounts added to the carrying amount of ROU assets resulting from lease modifications and reassessments.~~

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

~~Weighted average remaining lease terms and discount rates for our leases as of December 31, 2021 and 2020 are as follows:~~

As of December 31,
2021 2020
Weighted average remaining lease term (years):
Operating leases 3.7 3.7
Finance leases 1.7 1.7
Weighted average discount rate:
Operating leases 2.7 % 3.1 %
Finance leases 5.2 % 5.3 %

~~Maturities of lease liabilities as of December 31, 2021 are as follows (amounts in millions):~~

Operating
Leases Finance
Leases
2022 $ 33.4 $ 1.1
2023 28.1 0.5
2024 20.4 0.1
2025 13.3 —
2026 7.0 —
Thereafter 3.6 —
Total undiscounted lease payments 105.8 1.7
Less: Imputed interest (5.3) (0.1)
Total lease liabilities $ 100.5 $ 1.6

~~8. LONG-TERM OBLIGATIONS~~

~~Long-term debt consists of the following for the periods indicated (amounts in millions):~~

As of December 31,
2021 2020
$450.0 million Term Loan; interest rate at Base Rate plus Applicable Rate or Eurodollar Rate plus Applicable Rate (1.6% at December 31, 2021); due July 30, 2026 $ 447.2 $ 164.1
$550.0 million Revolving Credit Facility; interest only payments; interest rate at Base Rate plus Applicable Rate or Eurodollar Rate plus Applicable Rate; due July 30, 2026 — 51.0
Promissory notes 0.8 —
Finance leases 1.6 2.6
Principal amount of long-term obligations 449.6 217.7
Deferred debt issuance costs (4.5) (2.7)
445.1 215.0
Current portion of long-term obligations (13.0) (10.5)
Total $ 432.1 $ 204.5

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

~~Maturities of debt as of December 31, 2021 are as follows (amounts in millions):~~

Long-term
obligations
2022 $ 13.0
2023 14.6
2024 22.6
2025 22.5
2026 376.9
$ 449.6

~~Credit Agreement~~

On June 29, 2018, we entered into our Amended and Restated Credit Agreement (the "Credit Agreement") which provided for a senior secured revolving credit facility in an initial aggregate principal amount of up to $550.0 million (the "Revolving Credit Facility"). The Revolving Credit Facility provided for and included within its $550.0 million limit a $25.0 million swingline facility and commitments for up to $60.0 million in letters of credit. Upon lender approval, we could increase the aggregate loan amount under the Revolving Credit Facility by $125.0 million plus an unlimited amount subject to a leverage limit of 0.5x under the maximum allowable consolidated leverage ratio which was 3.0x per the Credit Agreement.

The final maturity of the Revolving Credit Facility was June 29, 2023, and there was no mandatory amortization on the outstanding principal balances which were payable in full upon maturity. The Revolving Credit Facility was used to provide ongoing working capital needs and for general corporate purposes of the Company and our subsidiaries, including permitted acquisitions, as defined in the Credit Agreement.

~~First Amendment to the Credit Agreement~~

On February 4, 2019, we entered into the First Amendment to the Credit Agreement (as amended by the First Amendment, the “Amended Credit Agreement”). The Amended Credit Agreement provided for a senior secured credit facility in an initial aggregate principal amount of up to $725.0 million, which included the $550.0 million Revolving Credit Facility under the Credit Agreement, and a term loan facility with a principal amount of up to $175.0 million (the “Term Loan Facility” and collectively with the Revolving Credit Facility, the “Credit Facility”), which was added by the First Amendment.

We borrowed the entire principal amount of the Term Loan Facility on February 4, 2019 in order to fund a portion of the purchase price of the Compassionate Care Hospice ("CCH") acquisition, with the remainder of the purchase price and associated transactional fees and expenses funded by proceeds from the Revolving Credit Facility.

~~Second Amendment to the Credit Agreement~~

On July 30, 2021, we entered into the Second Amendment to our Credit Agreement (as amended by the Second Amendment, the "Second Amended Credit Agreement"). The Second Amended Credit Agreement provides for a senior secured credit facility in an initial aggregate principal amount of up to $1.0 billion, which includes the $550.0 million Revolving Credit Facility and a term loan facility with a principal amount of up to $450.0 million (the "Amended Term Loan Facility" and collectively with the Revolving Credit Facility, the "Amended Credit Facility").

~~Net proceeds from the $450.0 million Amended Term Loan Facility were used to fund the Contessa acquisition.~~

The loans issued under the Amended Credit Facility bear interest on a per annum basis, at our election, at either: (i) the Base Rate plus the Applicable Rate or (ii) the Eurodollar Rate plus the Applicable Rate. The “Base Rate” means a fluctuating rate per annum equal to the highest of (a) the federal funds rate plus 0.50% per annum, (b) the prime rate of interest established by the Administrative Agent, and (c) the Eurodollar Rate plus 1% per annum. The “Eurodollar Rate” means the quoted rate per annum equal to the London Interbank Offered Rate ("LIBOR") or a comparable successor rate approved by the Administrative Agent for an interest period of one, three or six months (as selected by us). The “Applicable Rate” is based on the consolidated leverage ratio and is presented in the table below. As of December 31, 2021, the Applicable Rate is 0.50% per annum for Base Rate Loans and 1.50% per annum for Eurodollar Rate Loans. We are also subject to a commitment fee and letter of credit fee under the terms of the Second Amended Credit Agreement, as presented in the table below.

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

Pricing Tier Consolidated Leverage Ratio Base Rate Loans Eurodollar Rate Loans and Daily Floating LIBOR Rate Loans Commitment
Fee Letter of
Credit Fee
I > 3.00 to 1.0 1.00 % 2.00 % 0.30 % 1.75 %
II
< 3.00 to 1.0 but > 2.00 to 1.0
0.75 % 1.75 % 0.25 % 1.50 %
III
< 2.00 to 1.0 but > 0.75 to 1.0
0.50 % 1.50 % 0.20 % 1.25 %
IV
< 0.75 to 1.0
0.25 % 1.25 % 0.15 % 1.00 %

The final maturity date of the Amended Credit Facility is July 30, 2026. The Revolving Credit Facility will terminate and be due and payable as of the final maturity date. The Amended Term Loan Facility, however, is subject to quarterly amortization of principal in the amount of (i) 0.625% for the period commencing on July 30, 2021 and ending on September 30, 2023, and (ii) 1.250% for the period commencing on October 1, 2023 and ending on July 30, 2026. The remaining balance of the Amended Term Loan Facility must be paid upon the final maturity date. In addition to the scheduled amortization of the Amended Term Loan Facility, and subject to customary exceptions and reinvestment rights, we are required to prepay the Amended Term Loan Facility first and the Revolving Credit Facility second with 100% of all net cash proceeds received by any loan party or any subsidiary thereof in connection with (a) any asset sale or disposition where such loan party receives net cash proceeds in excess of $5 million or (b) any debt issuance that is not permitted under the Second Amended Credit Agreement.

The Second Amended Credit Agreement requires maintenance of two financial covenants: (i) a consolidated leverage ratio of funded indebtedness to Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), as defined in the Second Amended Credit Agreement, and (ii) a consolidated interest coverage ratio of EBITDA to cash interest charges, as defined in the Second Amended Credit Agreement. Each of these covenants is calculated over rolling four-quarter periods and also is subject to certain exceptions and baskets. The Second Amended Credit Agreement also contains customary covenants, including, but not limited to, restrictions on: incurrence of liens, incurrence of additional debt, sales of assets and other fundamental corporate changes, investments and declarations of dividends. These covenants contain customary exclusions and baskets as detailed in the Second Amended Credit Agreement. In connection with our entry into the Second Amended Credit Agreement, we recorded $2.8 million in deferred debt issuance costs as long-term obligations, less current portion within our consolidated balance sheet during the year ended December 31, 2021.

The Revolving Credit Facility is guaranteed by substantially all of our wholly-owned direct and indirect subsidiaries. The Second Amended Credit Agreement requires at all times that we (i) provide guarantees from wholly-owned subsidiaries that in the aggregate represent not less than 95% of our consolidated net revenues and adjusted EBITDA from all wholly-owned subsidiaries and (ii) provide guarantees from subsidiaries that in the aggregate represent not less than 70% of consolidated adjusted EBITDA, subject to certain exceptions.

Our weighted average interest rate for borrowings under our $450.0 million Amended Term Loan Facility was 1.6% for the year ended December 31, 2021 and 2.2% for the year ended December 31, 2020. Our weighted average interest rate for borrowings under our $550.0 million Revolving Credit Facility was 1.9% for the year ended December 31, 2021 and 2.2% for the year ended December 31, 2020.

As of December 31, 2021, our consolidated leverage ratio was 1.4, our consolidated interest coverage ratio was 27.8 and we are in compliance with our covenants under the Second Amended Credit Agreement. In the event we are not in compliance with our debt covenants in the future, we would pursue various alternatives in an attempt to successfully resolve the non-compliance, which might include, among other things, seeking debt covenant waivers or amendments.

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

~~Joinder Agreements~~

In connection with the CCH acquisition, we entered into a Joinder Agreement, dated as of February 4, 2019 (the “CCH Joinder”), pursuant to which CCH and its subsidiaries were made parties to, and became subject to the terms and conditions of, the Amended Credit Agreement (now the Second Amended Credit Agreement), the Amended and Restated Security Agreement, dated as of June 29, 2018 (the “Amended and Restated Security Agreement”), and the Amended and Restated Pledge Agreement, dated as of June 29, 2018 (the “Amended and Restated Pledge Agreement”). In connection with the AseraCare acquisition, we entered into a Joinder Agreement, dated as of June 12, 2020, pursuant to which the AseraCare entities were made parties to, and became subject to the terms and conditions of, the Amended Credit Agreement (now the Second Amended Credit Agreement), the Amended and Restated Security Agreement and the Amended and Restated Pledge Agreement (the “AseraCare Joinder"). In connection with the Contessa acquisition and the Second Amendment, we entered into a Joinder Agreement, dated as of September 3, 2021, pursuant to which Contessa and its subsidiaries and Asana, which we acquired on January 1, 2020, and its subsidiaries were made parties to, and became subject to the terms and conditions of, the Second Amended Credit Agreement, the Amended and Restated Security Agreement and the Amended and Restated Pledge Agreement (the “Contessa and Asana Joinder,” and together with the CCH Joinder and the AseraCare Joinder, the “Joinders”).

Pursuant to the Joinders, the Amended and Restated Security Agreement and the Amended and Restated Pledge Agreement, CCH and its subsidiaries, the AseraCare entities, Contessa and its subsidiaries and Asana and its subsidiaries granted in favor of the Administrative Agent a first lien security interest in substantially all of their personal property assets and pledged to the Administrative Agent each of their respective subsidiaries' issued and outstanding equity interests. CCH and its subsidiaries, the AseraCare entities, Contessa and its subsidiaries and Asana and its subsidiaries also guaranteed our obligations, whether now existing or arising after the respective effective dates of the Joinders, under the Second Amended Credit Agreement pursuant to the terms of the Joinders and the Second Amended Credit Agreement.

~~Promissory Notes~~

~~Our outstanding promissory notes of $0.8 million, obtained through the acquisition of Contessa on August 1, 2021, bear interest rates ranging from 4.0% to 6.5%.~~

~~Finance Leases~~

~~Our outstanding finance leases of $1.6 million relate to leased equipment and bear interest rates ranging from 2.1% to 5.8%.~~

~~9. INCOME TAXES~~

~~Income taxes attributable to continuing operations consist of the following (amounts in millions):~~

For the Years Ended December 31,
2021 2020 2019
Current income tax expense/(benefit):
Federal $ 20.3 $ 41.6 $ 24.2
State and local 5.2 10.6 4.8
25.5 52.2 29.0
Deferred income tax expense/(benefit):
Federal 35.9 (22.5) 9.5
State and local 8.7 (4.1) 4.0
44.6 (26.6) 13.5
Income tax expense $ 70.1 $ 25.6 $ 42.5

~~Total income tax expense for the years ended December 31, 2021, 2020 and 2019 was allocated as follows (amounts in millions):~~

For the Years Ended December 31,
2021 2020 2019
Income from continuing operations $ 70.1 $ 25.6 $ 42.5
Interest expense 0.1 0.2 0.3
Goodwill 3.1 — 0.9
Total $ 73.3 $ 25.8 $ 43.7

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

A reconciliation of significant differences between the reported amount of income tax expense and the expected amount of income tax expense that would result from applying the U.S. federal statutory income tax rate of 21% to income before income taxes is as follows:

For the Years Ended December 31,
2021 2020 2019
Income tax expense at U.S. federal statutory rate 21.0 % 21.0 % 21.0 %
State and local income taxes, net of federal income tax benefit (1) 5.0 2.4 4.8
Excess tax benefits from share-based compensation (1) (2.1) (12.7) (2.2)
Non-deductible executive compensation 1.2 2.1 1.6
Other items, net (2) (0.1) (0.6) (0.3)
Income tax expense 25.0 % 12.2 % 24.9 %

~~(1)~~On August 10, 2020, Paul B. Kusserow, Chief Executive Officer and Chairman of the Board of Amedisys, exercised 500,000 stock options previously awarded to him under our 2008 Omnibus Incentive Compensation Plan. We recognize compensation expense for stock option awards on a straight-line basis over the requisite service period for each separately vesting portion of the award in accordance with ASC 718, ~~Compensation: Stock Compensation~~; however, the income tax deduction related to stock options is not recognized until the stock option exercise date. As a result, for awards that are expected to result in a tax deduction, a deferred tax asset is created as the entity recognizes compensation expense for U.S. GAAP purposes. If the tax deduction exceeds the cumulative U.S. GAAP compensation expense for the award, the tax benefit associated with any excess deduction is recognized as an income tax benefit in the statement of operations, resulting in a reduction of the effective tax rate. Mr. Kusserow's stock option exercise produced a $92.1 million tax deduction in excess of U.S. GAAP compensation expense, resulting in a $19.4 million federal income tax benefit and a $4.6 million state and local income tax benefit for the year ended December 31, 2020.

~~(2)Includes various items such as non-deductible expenses, non-taxable income, tax credits, valuation allowance, uncertain tax positions and return-to-accrual adjustments.~~

~~As of December 31, 2021 and 2020, the Company had income taxes receivable of $8.2 million and $0.2 million, respectively, included in other current assets within our consolidated balance sheets.~~

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

~~Deferred tax assets (liabilities) consist of the following components (amounts in millions):~~

As of December 31,
2021 2020
Deferred tax assets:
Accrued payroll & employee benefits $ 13.2 $ 15.9
Workers’ compensation 10.5 9.6
Share-based compensation 6.2 5.1
Legal & compliance matters 6.2 7.0
Lease liability 27.3 25.2
Provider relief fund advance (1) — 15.6
Deferred social security taxes (2) 6.9 14.3
Net operating loss carryforwards 13.6 2.4
Tax credit carryforwards 2.5 2.9
Other assets 0.5 0.6
Gross deferred tax assets 86.9 98.6
Less: valuation allowance (3.3) (0.1)
Net deferred tax assets 83.6 98.5
Deferred tax liabilities:
Property and equipment (8.1) (3.8)
Amortization of intangible assets (32.3) (11.8)
Deferred revenue (4.5) (9.0)
Investment in partnerships (10.8) —
Right-of-use asset (26.7) (24.9)
Other liabilities (0.9) (1.0)
Gross deferred tax liabilities (83.3) (50.5)
Deferred income taxes $ 0.3 $ 48.0

~~(1)~~In April 2020, we received approximately $100 million from the Provider Relief Fund established under the CARES Act. As of December 31, 2020, we recorded a liability related to the funds that we did not expect to utilize totaling $60 million, which was reflected in the Provider Relief Fund Advance account in current liabilities within our consolidated balance sheet. For income tax purposes, the Company recognized the $60 million as income upon receipt, resulting in a deferred tax asset as of December 31, 2020. During 2021, we repaid the unutilized funds, resulting in an income tax deduction, and reduced the related deferred tax asset to zero as of December 31, 2021.

~~(2)~~The CARES Act provided for the deferral of the employer share of social security tax (6.2%), effective for payments due after the enactment date through December 31, 2020. Fifty percent of the deferred payroll taxes were due on December 31, 2021 with the remaining amounts due on December 31, 2022. As of December 31, 2020 and December 31, 2021, the Company had deferred social security taxes of $55 million and $27 million, respectively, reflected within our consolidated balance sheets. For income tax purposes, the deferred social security taxes are deductible when paid on December 31, 2021 and December, 31, 2022, resulting in a deferred tax asset at December 31, 2020 and December 31, 2021 for the unpaid social security taxes.

As of December 31, 2021, we have U.S. net operating loss (“NOL”) carryforwards of $38.8 million that are available to reduce future taxable income. If unused, $0.8 million of the NOL carryforwards begin to expire in 2037. The remaining balance of the NOL carryforwards may be carried forward indefinitely. The NOL carryforwards were acquired as part of the stock purchase of Contessa on August 1, 2021. Under Section 382 of the Internal Revenue Code of 1986, as amended, substantial changes in a Company’s ownership may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income. As a result of the ownership change, the Company determined that there will be an annual limitation, pursuant to Section 382, on the amount of NOL carryforwards that may be utilized to offset future taxable income. However, the annual limitation will not limit our ability to utilize the entirety of the NOL carryforwards prior to expiration.

As of December 31, 2021, we have state net operating loss ("NOL") carryforwards of $109.3 million that are available to reduce future taxable income and $3.2 million of various state tax credits available to reduce future state income taxes. The state NOL and tax credit carryforwards expire at various times.

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

As of December 31, 2021 and 2020, the valuation allowance for deferred tax assets, which is related to certain state NOLs, was $3.3 million and $0.1 million, respectively. The net change in the total valuation allowance for the years ended December 31, 2021 and 2020 was an increase of $3.2 million and a decrease of $0.3 million, respectively. The $3.2 million increase in the valuation allowance, for the year ended December 31, 2021, is due to the acquisition of state NOL carryforwards in jurisdictions that require separate company reporting and where the Company does not expect to have sufficient separate company future taxable income available to offset the state NOL carryforwards.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those jurisdictions during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. In order to fully realize the deferred tax assets, the Company will need to generate future taxable income before the expiration of the carryforwards governed by the tax code. Based on the current level of pretax earnings, the Company will generate the minimum amount of future taxable income needed to support the realization of the deferred tax assets. As a result, as of December 31, 2021, management believes that it is more likely than not that we will realize the benefits of these deferred tax assets, net of the existing valuation allowances. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced.

~~Uncertain Tax Positions~~

We account for uncertain tax positions in accordance with the authoritative guidance for uncertain tax positions. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (amounts in millions):

For the Years Ended December 31,
2021 2020 2019
Balance at beginning of period $ 2.7 $ 2.7 $ 2.7
Additions for tax positions related to current year — — —
Additions for tax positions related to prior year — — —
Reductions for tax positions related to prior years — — —
Lapse of statute of limitations — — —
Settlements — — —
Balance at end of period $ 2.7 $ 2.7 $ 2.7

As of December 31, 2021 and 2020, there is $2.7 million of unrecognized tax benefits recorded in other long-term obligations within the consolidated balance sheets that, if recognized in future periods, would impact our effective tax rate.

We recognized $0.1 million, $0.2 million and $0.3 million of interest as components of interest expense in connection with our reserve for uncertain tax positions during the years ended December 31, 2021, 2020 and 2019, respectively. Interest related to uncertain tax positions included in the consolidated balance sheets at December 31, 2021 and 2020 was $0.7 million and $0.6 million, respectively.

~~We believe it is reasonably possible that $2.7 million of unrecognized tax benefits may be recognized by December 31, 2022 as a result of a lapse of the statute of limitations.~~

We are subject to income taxes in the U.S. and in many individual states, with significant operations in Louisiana, South Carolina, Alabama, Georgia, Massachusetts and Tennessee. We are open to examination in the U.S. and in various individual states for tax years ended December 31, 2014 through December 31, 2021. We are also open to examination in various states for the years ended 2007 through 2021 resulting from NOLs generated and available for carryforward from those years.

~~10. CAPITAL STOCK AND SHARE-BASED COMPENSATION~~

We are authorized by our Certificate of Incorporation to issue 60,000,000 shares of common stock, $0.001 par value and 5,000,000 shares of preferred stock, $0.001 par value. As of December 31, 2021, there were 37,674,868 and 32,509,969 shares of common stock issued and outstanding, respectively, and no shares of preferred stock issued or outstanding. Our Board of Directors is authorized to fix the dividend rights and terms, conversion and voting rights, redemption rights and other privileges and restrictions applicable to our preferred stock.

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

~~Share-Based Awards~~

On March 29, 2018, our Board of Directors and the Compensation Committee approved, subject to stockholder approval, the Amedisys, Inc. 2018 Omnibus Incentive Compensation Plan (the “2018 Plan”). On June 6, 2018, our stockholders approved the 2018 Plan at the Company's annual meeting of stockholders. The 2018 Plan replaces our 2008 Omnibus Incentive Compensation Plan (the “2008 Plan”), which terminated on June 6, 2018 when the stockholders approved the 2018 Plan. The 2018 Plan, as amended to date, authorizes the grant of various types of equity-based awards, such as stock awards, restricted stock units, stock appreciation rights and stock options to eligible participants, which include all of our employees and all employees of our 50% or more owned subsidiaries, our non-employee directors and certain consultants. The vesting terms of the awards may be tied to continued employment (or, for our non-employee directors, continued service on the Board of Directors) and/or achievement of certain pre-determined performance goals. We refer to restricted stock units subject to service-based or a combination of service-based and performance-based vesting conditions as “non-vested stock units.” The 2018 Plan is administered by the Compensation Committee of our Board of Directors, which determines, within the provisions of the 2018 Plan, those eligible participants to whom, and the times at which, awards shall be granted. The Compensation Committee, in its discretion, may delegate its authority and duties under the 2018 Plan to specified officers; however, only the Compensation Committee may approve the terms of awards to our executive officers.

~~Equity-based awards may be granted for a number of shares not to exceed, in the aggregate, approximately~~ ~~2.5 million~~ shares of common stock. We had approximately 1.8 million shares available at December 31, 2021. The price per share for stock options shall be no less than the greater of (a) 100% of the fair value of a share of common stock on the date the option is granted or (b) the aggregate par value of the shares of our common stock on the date the option is granted. If a stock option is granted to any owner of 10% or more of the total combined voting power of us and our subsidiaries, the price is to be at least 110% of the fair value of a share of our common stock on the date the award is granted. Each equity-based award vests ratably over a one year to ~~four~~ year period, with the exception of those issued under contractual arrangements that specify otherwise, and may be exercised during a period as determined by our Compensation Committee or as otherwise approved by our Compensation Committee. The contractual terms of stock options exercised shall not exceed ten years from the date such option is granted. The Company analyzes historical data of forfeited awards to develop an estimated forfeiture rate that is applied to the Company's non-cash compensation expense; however, all non-cash compensation expense is adjusted to reflect actual vestings and forfeitures.

~~Employee Stock Purchase Plan (“ESPP”)~~

~~We have a plan whereby our eligible employees may purchase our common stock at 85% of the market price at the time of purchase. On June 7, 2012, our stockholders ratified an amendment~~Corporate Governance Guidelines adopted by our Board of Directors are stock ownership requirements applicable to ~~increase~~our independent directors in order to more closely align their interests with those of our stockholders. Each non-employee (independent) director is required to own Company shares with a fair market value equal to at least six times his or her base annual cash retainer.

Each non-employee director has five years from the ~~total~~date that they are elected or appointed (as applicable) to the position to come into compliance with these ownership requirements.

Once a person subject to the stock ownership requirements accumulates shares with a value equal to the required multiple of annual retainer, he or she must retain the minimum number of shares originally accumulated to meet the threshold requirement on a going-forward basis. If the Company’s stock price subsequently declines after the stock ownership requirements are met, he or she will not be required to acquire additional shares. Each of our non-employee directors was in compliance with the ownership requirements as of December 31, 2023, having acquired the required number of shares or having more time to do so.

Compensation Committee Interlocks and Insider Participation

Vickie L. Capps, Julie D. Klapstein, Teresa L. Kline, and Jeffrey A. Rideout, MD, served as members of the Compensation Committee in 2023. During 2023:

none of our executive officers was a director of another entity where one of that entity’s executive officers served on the Compensation Committee;

no member of the Compensation Committee was during the year or formerly an officer or employee of the Company or any of its subsidiaries;

no member of the Compensation Committee entered into any transaction with our Company in which the amount involved exceeded $120,000;

none of our executive officers served on the compensation committee of any entity where one of that entity’s executive officers served on the Compensation Committee; and

none of our executive officers served on the compensation committee of another entity where one of that entity’s executive officers served as a director on our Board of Directors.

Report of the Compensation Committee

The Compensation Committee of the Board of Directors of Amedisys, Inc. has reviewed and discussed the Compensation Discussion and Analysis with management, as required by Item 402(b) of Regulation S-K, and, based on such review and discussions, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Amendment No. 1.

Members of the Compensation Committee:

Teresa L. Kline (Chairperson)

Vickie L. Capps

Julie D. Klapstein

Jeffrey A. Rideout, MD

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Stock Ownership

The following table shows beneficial ownership of our common stock ~~authorized for issuance under our ESPP from 2,500,000 shares to 4,500,000 shares, and~~ as of ~~December~~March 31, ~~2021, there were 1,304,845 shares available for future issuance. The following is a detail of the purchases that were made under the plan:~~

Employee Stock Purchase Plan Period Shares Issued Price
2019 and Prior 3,151,673 $ 16.81
January 1, 2020 to March 31, 2020 5,295 156.01
April 1, 2020 to June 30, 2020 5,414 168.76
July 1, 2020 to September 30, 2020 4,789 200.97
October 1, 2020 to December 31, 2020 4,202 249.33
January 1, 2021 to March 31, 2021 4,060 225.07
April 1, 2021 to June 30, 2021 5,095 208.19
July 1, 2021 to September 30, 2021 7,466 126.74
October 1, 2021 to December 31, 2021 7,161 137.60
3,195,155

ESPP expense included in general and administrative expense in our accompanying consolidated statements of operations was $0.7 million, $0.6 million and $0.6 million for 2021, 2020 and 2019, respectively.

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

~~Stock Options~~

On August 10, 2020, Paul B. Kusserow, Chief Executive Officer and Chairman of the Board of Amedisys, exercised 500,000 stock options previously awarded to him under the 2008 Plan. In connection with the exercise, Mr. Kusserow surrendered 231,683 shares of common stock to2024, unless otherwise indicated, by (i) each person known by us to satisfy tax withholding and strike price obligations and elected to hold the net 268,317 shares issued to him. The surrendered shares are classified as treasury shares. This transaction resulted in a cash outflow of $40.4 million, reflected within financing activities in our consolidated statement of cash flows, related to the remittance of tax withholding obligations. In addition, Mr. Kusserow's stock option exercise resulted in a $24.0 million income tax benefit that was recorded in our consolidated statement of operations during the year ended December 31, 2020. We recognize compensation expense for stock option awards on a straight-line basis over the requisite service period for each separately vesting portion of the award in accordance with ASC 718, ~~Compensation: Stock Compensation~~; however, the income tax deduction related to stock options is not recognized until the stock option exercise date. As a result, for awards that are expected to result in a tax deduction, a deferred tax asset is created as the entity recognizes compensation expense for U.S. GAAP purposes. If the tax deduction exceeds the cumulative U.S. GAAP compensation expense for the award, the tax benefit associated with any excess deduction is recognized as an income tax benefit in the statement of operations.

We use the Black-Scholes option pricing model to estimate the fair value of our stock options. There were 40,788, 43,249 and 142,122 options granted during 2021, 2020 and 2019, respectively. Stock option compensation expense included in general and administrative expense in our accompanying consolidated statements of operations was $3.6 million, $4.3 million and $6.2 million for 2021, 2020 and 2019, respectively.

~~The fair values of the awards were estimated using the following assumptions for 2021, 2020 and 2019:~~

For the Years Ended December 31,
2021 2020 2019
Risk Free Rate 0.80% - 1.35% 0.38% - 1.51% 1.44% - 2.53%
Expected Volatility 39.84% - 41.40% 40.15% - 42.80% 42.46% - 43.83%
Expected Term 6.25 years 6.25 years 6.00 - 6.25 years
Weighted Average Fair Value $107.45 $86.72 $54.42
Dividend Yield —% —% —%

We used the simplified method to estimate the expected term for the stock options granted during 2021, 2020 and 2019 as adequate historical experience is not available to provide a reasonable estimate.

~~The following table presents our stock option activity for 2021:~~

Number of
Shares Weighted
Average Exercise
Price Weighted
Average Contractual
Life (Years)
Outstanding options at January 1, 2021 278,041 $ 111.27 7.68
Granted 40,788 268.32
Exercised (32,468) 63.28
Canceled, forfeited or expired (12,388) 173.16
Outstanding options at December 31, 2021 273,973 $ 137.54 7.21
Exercisable options at December 31, 2021 144,534 $ 97.33 6.44

The aggregate intrinsic value of our outstanding options and exercisable options at December 31, 2021 was $12.6 million and $9.8 million, respectively. Total intrinsic value of options exercised was $5.1 million, $121.1 million and $7.3 million for 2021, 2020 and 2019, respectively. The tax benefit from stock options exercised during the period amounted to $1.0 million, $27.9 million and $1.3 million for 2021, 2020 and 2019, respectively.

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

~~The following table presents our non-vested stock option activity for 2021:~~

Number of
Shares Weighted Average
Grant Date Fair Value
Non-vested stock options at January 1, 2021 188,612 $ 56.55
Granted 40,788 268.32
Vested (88,116) 106.75
Forfeited (11,845) 171.25
Non-vested stock options at December 31, 2021 129,439 $ 182.45

~~At December 31, 2021, there was $4.7 million of unrecognized compensation cost related to stock options that we expect to be recognized over a weighted-average period of 2.0 years.~~

~~Non-Vested Stock Units~~

~~We issue non-vested stock unit awards that are service-based, performance-based or a combination of both with vesting terms ranging from~~ ~~one~~ to ~~four~~ years. Based on the terms and conditions of these awards, we determine if the awards should be recorded as either equity or liability instruments. The compensation expense is determined based on the market pricebeneficially own more than five percent of our common stock at the date of grant, applied to the total number of units that are anticipated to vest, unless the award specifies differently. Shares of stock are not issued to the recipient until the stock unit awards have vested and after the pre-determined delivery date has occurred.

~~Non-Vested Stock Units – Service-Based ("Service-Based Non-Vested Stock Units")~~

~~Service-based non-vested stock unit compensation expense included~~ in ~~general and administrative expenses in our accompanying consolidated statements of operations was $9.4 million, $7.5 million and $8.7 million for 2021, 2020 and 2019, respectively.~~

~~The following table presents our service-based non-vested stock units activity for 2021:~~

Number of
Shares Weighted Average
Grant Date Fair
Value
Non-vested stock units at January 1, 2021 157,546 $ 123.92
Granted 110,076 234.42
Vested (75,446) 110.31
Canceled, forfeited or expired (11,353) 149.60
Non-vested stock units at December 31, 2021 180,823 $ 195.25

~~The weighted average grant date fair value of service-based non-vested stock units granted was $234.42, $206.10 and $123.70 in 2021, 2020 and 2019, respectively.~~

At December 31, 2021, there was $23.9 million of unrecognized compensation cost related to our service-based non-vested stock units that we expect to be recognized over a weighted average period of 2.5 years.

~~Non-Vested Stock Units – Service-Based and Performance-Based Awards ("Performance-Based Non-Vested Stock Units")~~

During 2021, we awarded performance-based awards to certain employees. The target level established by the award, which is based on the Company’s 2021 adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), provided for the recipients to receive an aggregate of 81,983 non-vested stock units if the target was achieved. For a select group of employees, if the target objective was surpassed to the point of achieving the projected maximum payout, the recipients would receive an additional aggregate of 10,250 non-vested stock units during the three-month period ending March 31, 2022. The target number of shares to be potentially awarded has been reduced by forfeitures as indicated in the table below. Performance-based non-vested stock units compensation expense included in general and administrative expenses in our consolidated statements of operations was $10.2 million, $13.5 million and $8.4 million for 2021, 2020 and 2019, respectively.

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

~~The following table presents our performance-based non-vested stock units activity for 2021:~~

Number of
Shares Weighted Average
Grant Date Fair
Value
Non-vested stock units at January 1, 2021 196,287 $ 148.16
Granted 81,983 262.67
Vested (79,736) 125.61
Canceled, forfeited or expired (11,583) 174.41
Non-vested stock units at December 31, 2021 186,951 $ 206.36

~~The weighted average grant date fair value of performance-based non-vested stock units granted was $262.67, $201.90 and $128.89 in 2021, 2020 and 2019, respectively.~~

At December 31, 2021, there was $5.4 million in unrecognized compensation costs related to our performance-based non-vested stock units that we expect to be recognized over a weighted average period of 1.4 years.

~~11. COMMITMENTS AND CONTINGENCIES~~

~~Legal Proceedings – Ongoing~~

We are involved in legal actions in the normal course of business, some of which seek monetary damages, including claims for punitive damages. Based on information available to us as of the date of this filing, we do not believe that these normal course actions, when finally concluded and determined, will have a material impact on our consolidated financial condition, results of operations or cash flows.

~~Legal fees related to all legal matters are expensed as incurred.~~

~~Legal Proceedings - Completed~~

~~Subpoena Duces Tecum and Civil Investigative Demands Issued by the U.S. Department of Justice~~

On May 7, 2021, the U.S. Department of Justice notified the Company that they were closing their investigation into the below-referenced Subpoena Duces Tecum ("Subpoena") and civil investigative demands ("CIDs"). At the time, we had $6.5 million recorded to accrued expenses in our consolidated balance sheets related to these matters. We reversed this accrual during the three-month period ended June 30, 2021.

On May 21, 2015, we received a Subpoena issued by the U.S. Department of Justice. The Subpoena requested the delivery of information regarding 53 identified hospice patients to the United States Attorney’s Office for the District of Massachusetts. It also requested the delivery of documents relating to our hospice clinical and business operations and related compliance activities. The Subpoena generally covered the period from January 1, 2011 through May 21, 2015.

On November 3, 2015, we received a CID issued by the U.S. Department of Justice pursuant to the federal False Claims Act relating to claims submitted to Medicare and/or Medicaid for hospice services provided through designated facilities in the Morgantown, West Virginia area. The CID requested the delivery of information to the United States Attorney’s Office for the Northern District of West Virginia regarding 66 identified hospice patients, as well as documents relating to our hospice clinical and business operations in the Morgantown area. The CID generally covered the period from January 1, 2009 through August 31, 2015.

On June 27, 2016, we received a CID issued by the U.S. Department of Justice pursuant to the federal False Claims Act relating to claims submitted to Medicare and/or Medicaid for hospice services provided through designated facilities in the Parkersburg, West Virginia area. The CID requested the delivery of information to the United States Attorney’s Office for the Southern District of West Virginia regarding 68 identified hospice patients, as well as documents relating to our hospice clinical and business operations in the Parkersburg area. The CID generally covered the period from January 1, 2011 through June 20, 2016.

~~Other Investigative Matters – Completed~~

~~Corporate Integrity Agreement~~

~~On May 5, 2020, the Company received notice from the Office of Inspector General-HHS ("OIG") that the Company's five-year corporate integrity agreement ("CIA")~~accordance with the OIG was completed. On April 23, 2014, with no admissions of liability on our part, we entered into a settlement agreement with the U.S. Department of Justice relating to certain of our clinical and business operations. Concurrently with our entry into this agreement, we entered into a CIA with the OIG. The CIA formalized various

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

aspects of our already existing ethics and compliance programs and contained other requirements designed to help ensure our ongoing compliance with federal health care program requirements. Among other things, the CIA required us to maintain our existing compliance program, executive compliance committee and compliance committee of the Board of Directors; provide certain compliance training; continue screening new and current employees to ensure they are eligible to participate in federal health care programs; engage an independent review organization ("IRO") to perform certain audits and reviews and prepare certain reports regarding our compliance with federal health care programs, our billing submissions to federal health care programs and our compliance and risk mitigation programs; and provide certain reports and management certifications to the OIG. Additionally, the CIA specifically required that we report substantial overpayments that we discovered we had received from federal health care programs, as well as probable violations of federal health care laws. The corporate integrity agreement had a term of five years that ended on April 21, 2019. We filed our final annual report on July 19, 2019.

~~Compassionate Care Hospice Corporate Integrity Agreement~~

On January 8, 2021, the Company received notice from the OIG that the Company's five-year CIA with the OIG was completed. On January 30, 2015, CCH entered into a CIA with the OIG. The CIA required that CCH provide annual on-site compliance training; develop and implement policies to ensure compliance with federal health care program requirements; screen new and current employees to ensure that they are eligible to participate in federal health care programs; establish a compliance committee that contains both a Compliance Officer and a Chief Quality Officer; retain a Governing Authority expert who will periodically complete a compliance program review; and retain an IRO to complete claims review for hospice services rendered in New York. The OIG waived the claims review for the final year of the CCH CIA based on the closure of the New York operations. Additionally, the CIA required that CCH report substantial overpayments that CCH discovered it received from federal health care programs, as well as probable violations of federal criminal, civil or administrative health care laws. Upon breach of the CIA, CCH could have become liable for payment of certain stipulated penalties, or could have been excluded from participation in federal health care programs. The CIA had a term of five years that ended on January 30, 2020. We filed our final annual report on March 25, 2020.

~~Third Party Audits – Ongoing~~

From time to time, in the ordinary course of business, we are subject to audits under various governmental programs in which third party firms engaged by CMS, including Recovery Audit Contractors (“RACs”), Zone Program Integrity Contractors (“ZPICs”), Uniform Program Integrity Contractors (“UPICs”), Program Safeguard Contractors (“PSCs”), Medicaid Integrity Contractors (“MICs”), Supplemental Medical Review Contractors (“SMRCs”), and the Office of the Inspector General ("OIG"), conduct extensive reviews of claims data to identify potential improper payments. We cannot predict the ultimate outcome of any regulatory reviews or other governmental audits and investigations.

In July 2010, our subsidiary that provides hospice services in Florence, South Carolina received from a ZPIC a request for records regarding a sample of 30 beneficiaries who received services from the subsidiary during the period of January 1, 2008 through March 31, 2010 (the “Review Period”) to determine whether the underlying services met pertinent Medicare payment requirements. We acquired the hospice operations subject to this review on August 1, 2009; the Review Period covers time periods both before and after our ownership of these hospice operations. Based on the ZPIC’s findings for 16 beneficiaries, which were extrapolated to all claims for hospice services provided by the Florence subsidiary billed during the Review Period, on June 6, 2011, the Medicare Administrative Contractor ("MAC") for the subsidiary issued a notice of overpayment seeking recovery from our subsidiary of an alleged overpayment. We dispute these findings, and our Florence subsidiary has filed appeals through the Original Medicare Standard Appeals Process, in which we are seeking to have those findings overturned. An administrative law judge ("ALJ") hearing was held in early January 2015. On January 18, 2016, we received a letter dated January 6, 2016 referencing the ALJ hearing decision for the overpayment issued on June 6, 2011. The decision was partially favorable with a new overpayment amount of $3.7 million with a balance owed of $5.6 million including interest based on 9 disputed claims (originally 16). We filed an appeal to the Medicare Appeals Council on the remaining 9 disputed claims and also argued that the statistical method used to select the sample was not valid. No assurances can be given as to the timing or outcome of the Medicare Appeals Council decision. As of December 31, 2021, Medicare has withheld payments of $5.7 million (including additional interest) as part of their standard procedures once this level of the appeal process has been reached. In the event we are not able to recoup this alleged overpayment, we are entitled to be indemnified by the prior owners of the hospice operations for amounts relating to the period prior to August 1, 2009. On January 10, 2019, an arbitration panel from the American Health Lawyers Association determined that the prior owners' liability for their indemnification obligation was $2.8 million. This amount is recorded as an indemnity receivable within other assets in our consolidated balance sheets.

In July 2016, the Company received a request for medical records from SafeGuard Services, L.L.C (“SafeGuard”), a ZPIC, related to services provided by some of the care centers that the Company acquired from Infinity Home Care, L.L.C. The review period covers time periods both before and after our ownership of the care centers, which were acquired on

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

December 31, 2015. In August 2017, the Company received Requests for Repayment from Palmetto GBA, LLC (“Palmetto”) regarding Infinity Home Care of Lakeland, LLC, (“Lakeland Care Centers”) and Infinity Home Care of Pinellas, LLC, (“Clearwater Care Center”). The Palmetto letters are based on a statistical extrapolation performed by SafeGuard which alleged an overpayment of $34.0 million for the Lakeland Care Centers on a universe of 72 Medicare claims totaling $0.2 million in actual claims payments using a 100% error rate and an overpayment of $4.8 million for the Clearwater Care Center on a universe of 70 Medicare claims totaling $0.2 million in actual claims payments using a 100% error rate.

The Lakeland Request for Repayment covers claims between January 2, 2014 and September 13, 2016. The Clearwater Request for Repayment covers claims between January 2, 2015 and December 9, 2016. As a result of partially successful Level I and Level II Administrative Appeals, the alleged overpayment for the Lakeland Care Centers has been reduced to $26.0 million and the alleged overpayment for the Clearwater Care Center has been reduced to $3.3 million. The Company has now filed Level III Administrative Appeals, and will continue to vigorously pursue its appeal rights, which include contesting the methodology used by the ZPIC contractor to perform statistical extrapolation. The Company is contractually entitled to indemnification by the prior owners for all claims prior to December 31, 2015, for up to $12.6 million.

At this stage of the review, based on the information currently available to the Company, the Company cannot predict the timing or outcome of this review. The Company estimates a low-end potential range of loss related to this review of $6.5 million (assuming the Company is successful in seeking indemnity from the prior owners and unsuccessful in demonstrating that the extrapolation method used by SafeGuard was erroneous). The Company has reduced its high-end potential range of loss from $38.8 million (the maximum amount Palmetto claims has been overpaid for both the Lakeland Care Centers and the Clearwater Care Center, of which $12.6 million is subject to indemnification by the prior owners) to $29.3 million based on the partial success achieved by the Company in prosecuting its Level I and II Administrative Appeals.

As of December 31, 2021, we have an accrued liability of approximately $17.4 million related to this matter. We expect to be indemnified by the prior owners for approximately $10.9 million of the total $12.6 million available indemnification related to this matter and have recorded this amount within other assets in our consolidated balance sheets. The net of these two amounts, $6.5 million, was recorded as a reduction in revenue in our consolidated statements of operations during 2017. As of December 31, 2021, $1.5 million of net receivables have been impacted by this payment suspension.

~~Insurance~~

We are obligated for certain costs associated with our insurance programs, including employee health, workers’ compensation and professional liability. While we maintain various insurance programs to cover these risks, we are self-insured for a substantial portion of our potential claims. We recognize our obligations associated with these costs, up to specified deductible limits in the period in which a claim is incurred, including with respect to both reported claims and claims incurred but not reported. These costs have generally been estimated based on historical data of our claims experience. Such estimates, and the resulting reserves, are reviewed and updated by us on a quarterly basis.

The following table presents details of our insurance programs, including amounts accrued for the periods indicated (amounts in millions) within accrued expenses in our consolidated balance sheets. The amounts accrued below represent our total estimated liability for individual claims that are less than our noted insurance coverage amounts, which can include outstanding claims and claims incurred but not reported.

As of December 31,
Type of Insurance 2021 2020
Health insurance $ 17.5 $ 15.1
Workers’ compensation 40.3 35.8
Professional liability 5.2 4.9
63.0 55.8
Less: long-term portion (0.2) (1.2)
$ 62.8 $ 54.6

Our health insurance has an exposure limit of $1.3 million for any individual covered life. Our workers compensation insurance has a retention limit of $1.0 million per incident and our professional liability insurance has a retention limit of $0.3 million per incident.

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

~~Severance~~

We have commitments related to our severance plans applicable to a number of our senior executives and senior management, which generally commit us to pay severance benefits under certain circumstances.

~~Other~~

We are subject to various other types of claims and disputes arising in the ordinary course of our business. While the resolution of such issues is not presently determinable, we believe that the ultimate resolution of such matters will not have a significant effect on our consolidated financial condition, results of operations or cash flows.

~~12. EMPLOYEE BENEFIT PLANS~~

~~401(k) Benefit Plan~~

We maintain a plan qualified under Section 401(k) of the Internal Revenue Code for all employees who have reached 21 years of age, effective the first month after their hire date. Under the plan, eligible employees may elect to defer a portion of their compensation, subject to Internal Revenue Service limits.

Our match of contributions to be made to each eligible employee contribution is $0.44 for every $1.00 contributed up to the first 6% of their salary. The match is discretionary and thus is subject to change at the discretion of management. Effective January 1, 2020, our match of contributions is made in the form of cash. During 2019, matching contributions were made in the form of our common stock, valued based upon the fair value of the stock as of the end of each calendar quarter end. We expensed approximately $17.0 million, $12.9 million and $10.5 million related to our 401(k) benefit plan for 2021, 2020 and 2019, respectively.

~~Deferred Compensation Plan~~

We had a Deferred Compensation Plan for additional tax-deferred savings for a select group of management or highly compensated employees. Amounts credited under the Deferred Compensation Plan were funded into a rabbi trust, which is managed by a trustee. The trustee has the discretion to manage the assets of the Deferred Compensation Plan as deemed fit, thus, the assets are not necessarily reflective of the same investment choices that would have been made by the participants.

~~Effective January 1, 2015, all prospective salary deferrals ceased. Participants are allowed to make transactions with any remaining account balances as they wish per plan guidelines.~~

~~13. SHARE REPURCHASES~~

~~2021 Stock Repurchase Program~~

Under the terms of the 2021 Share Repurchase program, we were allowed to repurchase shares from time to time through open market purchases, unsolicited or solicited privately negotiated transactions, an accelerated stock repurchase program, and/or a trading plan in compliance with Exchange Act Rule 10b5-1. The timing and the amount of the repurchases was determined by management based on a number of factors, including but not limited to share price, trading volume and general market conditions, as well as on working capital requirements, general business conditions and other factors.

Under the terms of the New Share Repurchase Program, we are allowed to repurchase shares from time to time through open market purchases, unsolicited or solicited privately negotiated transactions, an accelerated stock repurchase program, and/or a trading plan in compliance with Exchange Act Rule 10b5-1. The timing and the amount of the repurchases will be determined by management based on a number of factors, including but not limited to share price, trading volume and general market

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

conditions, as well as on working capital requirements, general business conditions and other factors. We have not repurchased any shares under the New Share Repurchase Program as of December 31, 2021.

~~2019 Stock Repurchase Program~~

On February 25, 2019, we announced that our Board of Directors authorized a stock repurchase program, under which we could have repurchased up to $100 million of our outstanding common stock through March 1, 2020. We did not repurchase any shares pursuant to this stock repurchase program during 2019 or 2020. The stock repurchase program expired on March 1, 2020.

13d-3

~~14. SEGMENT INFORMATION~~

Our operations involve servicing patients through our 4 reportable business segments: home health, hospice, personal care and high acuity care. Our home health segment delivers a wide range of services in the homes of individuals who may be recovering from surgery, have a chronic disability or terminal illness or need assistance with completing important tasks. Our hospice segment provides palliative care and comfort to terminally ill patients and their families. Our personal care segment provides patients with assistance with the essential activities of daily living. Our high acuity care segment, which was established with the acquisition of Contessa on August 1, 2021, delivers the essential elements of inpatient hospital and SNF care to patients in their homes. The “other” column in the following tables consists of costs relating to executive management and administrative support functions, primarily information services, accounting, finance, billing and collections, legal, compliance, risk management, procurement, marketing, clinical administration, training, human resources and administration.

Management evaluates performance and allocates resources based on the operating income of the reportable segments, which includes an allocation of corporate expenses attributable to the specific segment and includes revenues and all other costs directly attributable to the specific segment. Segment assets are not reviewed by the company’s chief operating decision maker and therefore are not disclosed below (amounts in millions).

For the Year Ended December 31, 2021
Home Health Hospice Personal Care High Acuity Care Other Total
Net service revenue $ 1,353.8 $ 791.8 $ 65.0 $ 3.5 $ — $ 2,214.1
Other operating income 7.3 6.0 — — — 13.3
Cost of service, excluding depreciation and amortization 756.6 425.2 49.1 2.5 — 1,233.4
General and administrative expenses 328.5 198.4 11.2 10.0 163.1 711.2
Depreciation and amortization 4.3 2.7 0.2 1.3 22.4 30.9
Operating expenses 1,089.4 626.3 60.5 13.8 185.5 1,975.5
Operating income (loss) $ 271.7 $ 171.5 $ 4.5 $ (10.3) $ (185.5) $ 251.9

For the Year Ended December 31, 2020
Home Health Hospice Personal Care High Acuity Care Other Total
Net service revenue $ 1,249.2 $ 750.1 $ 72.2 $ — $ — $ 2,071.5
Other operating income 20.2 13.1 1.1 — — 34.4
Cost of service, excluding depreciation and amortization 729.9 400.6 54.9 — — 1,185.4
General and administrative expenses 307.2 175.4 12.4 — 173.2 668.2
Depreciation and amortization 3.9 2.2 0.2 — 22.5 28.8
Asset impairment charge 3.4 0.8 — — — 4.2
Operating expenses 1,044.4 579.0 67.5 — 195.7 1,886.6
Operating income (loss) $ 225.0 $ 184.2 $ 5.8 $ — $ (195.7) $ 219.3

~~AMEDISYS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2021~~

For the Year Ended December 31, 2019
Home Health Hospice Personal Care High Acuity Care Other Total
Net service revenue $ 1,256.4 $ 617.2 $ 82.0 $ — $ — $ 1,955.6
Cost of service, excluding depreciation and amortization 754.1 335.1 61.1 — — 1,150.3
General and administrative expenses 297.2 137.5 12.3 — 160.9 607.9
Depreciation and amortization 4.2 1.6 0.2 — 12.4 18.4
Asset impairment charge 1.5 — — — — 1.5
Operating expenses 1,057.0 474.2 73.6 — 173.3 1,778.1
Operating income (loss) $ 199.4 $ 143.0 $ 8.4 $ — $ (173.3) $ 177.5

~~15. RELATED PARTY TRANSACTIONS~~

We have an investment in Medalogix, a healthcare predictive data and analytics company, which is accounted for under the equity method. During the years ended December 31, 2021, 2020 and 2019, we incurred costs of approximately $5.7 million,$3.9 million and $0.5 million, respectively, in connection with our usage of Medalogix's analytics platforms. We believe that the terms of these transactions are consistent with those negotiated at arm’s length.

~~16. SUBSEQUENT EVENTS~~

On February 1, 2022, we signed a definitive agreement to acquire Evolution Health, LLC, a division of Envision Healthcare, doing business as Guardian Healthcare, Gem City, and Care Connection of Cincinnati for a purchase price of $70.0 million.

On February 21, 2022, we signed a definitive agreement to acquire certain home health assets from AssistedCare Home Health, Inc., and RH Homecare Services, LLC, doing business as AssistedCare Home Health and AssistedCare of the Carolinas, respectively, for a purchase price of $25.0 million.

~~ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~

~~None.~~

~~ITEM 9A. CONTROLS AND PROCEDURES~~

~~Evaluation of Disclosure Controls and Procedures~~

We have established disclosure controls and procedures which are designed to provide reasonable assurance of achieving their objectives and to ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized, disclosed and reported within the time periods specified in the SEC’s rules and forms. This information is also accumulated and communicated to our management, including our principal executive officer and principal financial officer, and Board of Directors to allow timely decisions regarding required disclosure.

~~In connection with the preparation of this Annual Report on Form 10-K, as of December 31, 2021, under the supervision and with the participation~~(ii) each of our ~~principal executive officer~~directors and ~~principal financial officer, our management conducted an evaluation of the effectiveness of our disclosure controls and procedures, as~~Named Executive Officers (as such term is defined under ~~Rules 13a-15(e)~~the heading “Compensation Discussion and ~~15d-15(e) promulgated~~Analysis” below), and (iii) all of our directors and executive officers as a group. Except as noted below, the persons named have sole voting and investment power with respect to all shares of common stock.

Unless otherwise indicated, the address of each of the individuals named in the table below under ~~the Exchange Act.~~

~~Based on this evaluation, our principal executive officer~~“Named Executive Officers and ~~principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level~~Directors” is c/o Amedisys, Inc., 3854 American Way, Suite A, Baton Rouge, LA 70816.


Name	Shares Beneficially Owned		Percent of Class ⁽¹⁾
5% Stockholders
BlackRock, Inc.⁽²⁾		2,964,393		9.1	%
The Vanguard Group, Inc.⁽³⁾		3,218,592		9.9	%
Named Executive Officers and Directors
Richard Ashworth (Named Executive Officer and Director)		28,799		*
Vickie L. Capps⁽⁴⁾ (Director)		6,450		*
Molly J. Coye, MD⁽⁴⁾ (Director)		5,450		*
Julie D. Klapstein⁽⁴⁾ (Director)		12,663		*
Teresa L. Kline⁽⁴⁾ (Director)		6,450		*
Bruce D. Perkins⁽⁴⁾ (Director)		20,729		*
Jeffrey A. Rideout, MD⁽⁴⁾ (Director)		5,967		*
Ivanetta Davis Samuels⁽⁴⁾ (Director)		4,232		*
Paul B. Kusserow⁽⁵⁾ (Named Executive Officer and Director)		516,979		1.6	%
Scott G. Ginn⁽⁶⁾ (Named Executive Officer)		45,089		*
Nick Muscato⁽⁷⁾ (Named Executive Officer)		5,338		*
Michael P. North⁽⁸⁾ (Named Executive Officer)		21,634		*
Denise Bohnert⁽⁹⁾ (Named Executive Officer)		14,224		*
All Executive Officers and Directors as a Group (14 Persons)		696,809		2.1	%

^(*)	Less than one percent

(1)	Based on 32,676,115 shares of common stock outstanding on March 31, 2024, plus shares that can be acquired through the exercise of options or warrants or conversion of restricted stock units within 60 days thereafter by the specified individual or group.

(2)

This disclosure is based on a Schedule 13G/A filed with the SEC by BlackRock, Inc. on January 24, 2024, reporting beneficial ownership as of December 31, 2023. BlackRock, Inc. reported it has sole voting power over 2,889,078 of the shares and sole dispositive power over 2,964,393 of the shares. The address for BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001.

(3)

This disclosure is based on a Schedule 13G/A filed with the SEC by The Vanguard Group, Inc. on February 13, 2024, reporting beneficial ownership as of December 29, 2023. The Vanguard Group, Inc. reported that it has sole voting power over none of the shares, shared voting power over 10,672 of the shares, sole dispositive power over 3,173,510 of the shares, and shared dispositive power over 45,082 of the shares. The principal business address for The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(4)	Included in the “Shares Beneficially Owned” column are 1,941 shares of nonvested stock, 100% of which will vest on May 3, 2024, provided the director remains a non-employee member of the Board through such date.

(5)

Includes 80,602 shares that Mr. Kusserow has or will have within 60 days, the right to acquire pursuant to stock options, and 412,367 shares held in a trust. Of these shares, 5,880 shares held in a trust may be pledged for future borrowing. This ability to pledge is in accordance with the one-time waiver of the Company’s insider trading policy provisions prohibiting the pledging of shares of Company stock by executive officers and directors, which waiver was granted by the Board in 2018 solely with respect to Mr. Kusserow.

(6)	Includes 23,045 shares that Mr. Ginn has, or will have within 60 days, the right to acquire pursuant to stock options.

(7)	Includes 3,347 shares that Mr. Muscato has, or will have within 60 days, the right to acquire pursuant to stock options.

(8)	Includes 10,983 shares that Mr. North has, or will have within 60 days, the right to acquire pursuant to stock options.

(9)	Includes 6,830 shares that Ms. Bohnert has, or will have within 60 days, the right to acquire pursuant to stock options.

Equity Compensation Plan Information as of December 31, ~~2021,~~2023

In accordance with SEC requirements, the ~~end of the period covered by this Annual Report on Form 10-K.~~

~~Management’s Annual Report on Internal Control over Financial Reporting~~

~~Our management is responsible for establishing~~following table provides information about awards outstanding and ~~maintaining adequate internal control over~~shares remaining available under our financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act. Under the supervision and with the participation of our principal executive officer and our principal financial officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in ~~Internal Control – Integrated Framework (2013)~~ ~~issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation under the framework in~~ ~~Internal Control – Integrated Framework (2013), our management concluded our internal control over financial reporting was effective~~equity compensation plans (including any individual compensation arrangements) as of December 31, ~~2021.~~2023.


Plan category	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights		(b) Weighted average exercise price of outstanding options, warrants and rights		(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders		245,338	$	130.82		1,175,127
Equity compensation plans not approved by security holders		—		—		—

Total		245,338	$	130.82		1,175,127

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Related Party Transactions

Under ~~guidelines established~~our Code of Conduct, no director, officer or employee may have any business, financial, civic or professional interest outside the Company that in any way conflicts with that director’s, officer’s or employee’s ability to perform his or her duties at Amedisys with undivided loyalty. In addition, in accordance with NASDAQ Marketplace Rule 5630, which functions as our related party transaction policy, our Board of Directors reviews all “related party transactions” for potential conflict of interest situations on an ongoing basis based upon whether such transactions are in the best interests of our Company and our stockholders. For purposes of this review, a “related party transaction” is any transaction required to be disclosed pursuant to Item 404 of SEC Regulation S-K. All related party transactions must be approved by a majority of our independent directors (any independent director who is a party to a proposed related party transaction must recuse himself or herself from the ~~SEC, companies~~vote). Our independent directors’ approval of any related party transaction is reflected in the minutes of the meeting of our Board of Directors during which such approval was granted.

There were no transactions between the Company and any officer, director, any security holder listed in the “Stock Ownership Table” on page 43 of this Amendment No. 1, or any affiliate of or person related to any of them, since January 1, 2023, of the type or amount required to be disclosed pursuant to Item 404 of Regulation S-K. Additionally, none of our directors, executive officers or affiliates is a party to any proceedings adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

Director Independence

Our Board of Directors has reviewed and analyzed the independence of each director. The purpose of the review was to determine whether any particular relationships or transactions involving directors or their affiliates or immediate family members were inconsistent with a determination that the director is independent for purposes of serving on the Board of Directors and its committees. During this review, the Board of Directors examined whether there were any transactions and/or relationships between directors or their affiliates or immediate family members and the Company and the substance of any such transactions or relationships.

Following this review, our Board of Directors determined that all directors who served during 2023, other than Messrs. Ashworth and Kusserow, are ~~allowed~~“independent” under the director independence requirements and listing standards of The NASDAQ Global Select Market. Mr. Ashworth is not considered independent because he is an executive officer of the Company. Mr. Kusserow is not considered independent because he served as an executive officer of the Company within the past three years.

The independent directors, as a group, meet in executive session on a regular basis (and at least once, quarterly) in connection with each Board meeting without any members of our management or non-independent directors present. Ms. Klapstein currently presides over these executive sessions as Lead Director.

Item 14.

Principal Accountant Fees and Services.

The following summarizes the fees billed to ~~exclude acquisitions from their assessment~~us and our subsidiaries by KPMG for professional services rendered in 2023 and 2022.

AUDIT FEES


	2023					2022
Fee Category	Amount ($)		Percent			Amount ($)		Percent
Audit fees	$	1,793,806		79.0	%	$	1,625,718		80.6	%
Tax fees	$	474,444		20.9	%	$	90,390		4.5	%
Audit-related fees	$	—		—	%	$	85,000		4.2	%
All other fees	$	1,780		0.1	%	$	217,014		10.7	%

Total fees	$	2,270,030		100.0	%	$	2,018,122		100.0	%

Audit fees include fees associated with the annual audit, our annual report on Form 10-K and the reviews of ~~internal control over financial reporting during the first year of an acquisition while integrating the acquired company. Accordingly,~~ our ~~assessment of internal controls excluded~~quarterly reports on Form 10-Q, services that are normally provided by our acquisition of Contessa Health ("Contessa"), completed on August 1, 2021. See Item 8, Note 4 - Acquisitions to our consolidated financial statements for additional information on our acquisition of Contessa. Operations from this acquisition represented approximately 3% of total assets and less than 1% of total revenue as of and for the year ended December 31, 2021.

~~KPMG LLP, the~~registered independent ~~registered~~ public accounting firm in connection with statutory and regulatory filings or engagements and services that ~~audited~~generally only our ~~consolidated financial statements included in this Form 10-K, has issued a report on our internal control over financial reporting, which is included herein.~~

~~Changes in Internal Controls~~

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that occurred during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~100~~

~~Inherent Limitations on Effectiveness of Controls~~

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls or our internal controls over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated,registered independent public accounting firm can provide ~~only reasonable, not absolute, assurance that~~such as consents. Audit-related fees relate to the ~~control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints,~~401(k) plan audit and ~~the benefits of controls must be considered relative~~our PRF audit filings. Tax fees include tax compliance and limited tax consulting services. All other fees relate to ~~their costs. Further, because~~due diligence and accounting research software. All of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumventedservices described above were pre-approved by the ~~individual acts of some persons, by collusion of two or more people, or by management override~~Audit Committee (or the Chair of the ~~controls. The design~~Audit Committee, pursuant to a delegation of authority).

Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors; Delegation of Pre-Approval Authority in Specified Instances

All audit and permissible non-audit services provided by the independent auditors are pre-approved by the Audit Committee (or the Chair of the Audit Committee, pursuant to a delegation of authority). These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any ~~system~~pre-approval is detailed as to the particular service or category of ~~controls~~services and is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls’ effectiveness to future periods aregenerally subject to ~~risks. Over time, controls may become inadequate because~~a specific budget. The independent auditors and management are required to periodically report to the Audit Committee regarding the extent of changes in conditions or deterioration in the degree of compliance with policies and procedures. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and, based on an evaluation of our controls and procedures, our principal executive officer and our principal financial officer concluded our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2021, the end of the period covered by this Annual Report.

~~101~~

~~Report of Independent Registered Public Accounting Firm~~

~~To the Stockholders and Board of Directors~~

~~Amedisys, Inc.:~~

~~Opinion on Internal Control Over Financial Reporting~~

~~We have audited Amedisys, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2021, based on criteria established in~~ ~~Internal Control – Integrated Framework (2013)~~ ~~issued~~services provided by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in ~~Internal Control – Integrated Framework (2013)~~ ~~issued by the Committee of Sponsoring Organizations of the Treadway Commission.~~

~~We also have audited,~~independent auditors in accordance with this pre-approval, and the ~~standards~~fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis. The Audit Committee has delegated authority to Ms. Capps, the Chair of the ~~Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets~~Audit Committee, to address requests for pre-approval of ~~the Company as~~specified types of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements), and our report dated February 24, 2022 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired Contessa Health, Inc. during 2021, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, Contessa Health, Inc.’s internal control over financial reporting associated with 3% of total assets and less than 1% of total revenuestransactions not included in the ~~consolidated financial statements of~~annual budget prepared by the Company as of and for the year ended December 31, 2021. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Contessa Health, Inc.

~~Basis for Opinion~~

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. Weindependent auditors, provided that any such pre-approvals are ~~a public accounting firm registered with the PCAOB and are required to be independent with respect~~presented to the ~~Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.~~

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

~~Definition and Limitations of Internal Control Over Financial Reporting~~

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

~~Because of~~full Audit Committee at its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~102~~next meeting.

~~/s/ KPMG LLP~~

~~Baton Rouge, Louisiana~~

~~February 24, 2022~~

~~103~~

~~ITEM 9B. OTHER INFORMATION~~

~~None.~~

~~ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS~~

~~Not applicable.~~

~~PART III~~

~~ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~

~~The information required by this item is incorporated by reference to the 2022 Proxy Statement to be filed with the SEC within 120 days after the end of the year ended December 31, 2021.~~

~~Code of Conduct and Ethics~~

We have adopted a code of ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. This code of ethics, which is entitled Code of Ethical Business Conduct, is posted at our internet website, http://www.amedisys.com. Any amendments to, or waivers of, the code of ethics will be disclosed on our website promptly following the date of such amendment or waiver.

~~ITEM 11. EXECUTIVE COMPENSATION~~

~~The information required by this item is incorporated by reference to the 2022 Proxy Statement to be filed with the SEC within 120 days after the end of the year ended December 31, 2021.~~

~~ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~

~~The information required by this item is incorporated by reference to the 2022 Proxy Statement to be filed with the SEC within 120 days after the end of the year ended December 31, 2021.~~

~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~

~~The information required by this item is incorporated by reference to the 2022 Proxy Statement to be filed with the SEC within 120 days after the end of the year ended December 31, 2021.~~

~~ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES~~

~~Our independent registered public accounting firm is KPMG LLP, Baton Rouge, Louisiana, Auditor Firm ID: 185~~

~~The information required by this item is incorporated by reference to the 2022 Proxy Statement to be filed with the SEC within 120 days after the end of the year ended December 31, 2021.~~

~~104~~

PART IV

~~ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES~~

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

Financial Statements

~~(a)~~

~~Financial Statements~~

All financial statements are set forth under Part II, Item 8 of ~~this report.~~the Original Form 10-K.

Financial Statement Schedules

There are no financial statement schedules included in this ~~report~~Amendment No. 1 as they are either not applicable or included in the financial ~~statements.~~statements in the Original Form 10-K.

Exhibits

~~Exhibits~~

The ~~Exhibits are~~exhibits listed inon the accompanying Exhibit Index ~~required~~are filed or incorporated by ~~Item 601 of Regulation S-K preceding the signature page~~reference as part of this ~~report.~~Amendment No. 1.

~~ITEM 16. FORM 10-K SUMMARY~~

~~None.~~

~~105~~

EXHIBIT INDEX

The exhibits marked with the cross symbol (†) are filed and the exhibits marked with a double cross (††) are furnished with this ~~Form 10-K.~~Amendment No. 1. Any exhibits marked with the asterisk symbol (*) are management contracts or compensatory plans or arrangements filed pursuant to Item 601(b)(10)(iii) of Regulation S-K. The registrant agrees to furnish to the Commission supplementally upon request a copy of any schedules or exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K of any exhibit set forth below.

Exhibit
Number Document Description Report or Registration Statement SEC File or
Registration
Number Exhibit
or Other
Reference
2.1
Equity Purchase Agreement dated February 5, 2016, by and between the Company, as Purchaser, and Michael Trigilio, as Seller
The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 0-24260 2.1
2.2
First Amendment to Equity Purchase Agreement, dated May 18, 2018, by and among the Company, Amedisys Personal Care, LLC, Associated Home Care, LLC, Elder Home Options, LLC and Michael Trigilio
The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 0-24260 10.1
2.3
Share Repurchase Agreement, dated as of June 4, 2018, by and among the Company and the selling stockholders set forth on Schedule I thereto
The Company's current Report on Form 8-K filed on June 4, 2018 0-24260 2.1
2.4
Stock Purchase Agreement, dated as of October 9, 2018, by and among Milton Heching, the Heching 2012 Exempt Irrevocable Trust, Amedisys Hospice, L.L.C., Compassionate Care Hospice Group, Inc., and solely for purposes of Sections 3.4, 4.3(a), 4.15 and Article VIII thereof, Amedisys, Inc.
The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 0-24260 2.1
2.5
Securities Purchase Agreement, dated as of April 23, 2020, by and between Amedisys Hospice, L.L.C. and Golden Gate Ancillary LLC (Immaterial schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.)
The Company's Current Report on Form 8-K filed on April 27, 2020 0-24260 2.1
2.6
Agreement and Plan of Merger, dated as of June 27, 2021, by and among Amedisys Holding, L.L.C., Amedisys Commodore, L.L.C., Contessa Health, Inc., Shareholder Representative Services LLC, and, solely for purposes of Section 10.17, Amedisys, Inc. (Immaterial schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request)

The Company’s Current Report on Form 8-K filed on August 4, 2021 0-24260 2.1
3.1
Composite of Certificate of Incorporation of the Company inclusive of all amendments through June 14, 2007
The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 0-24260 3.1
3.2
Composite of By-Laws of the Company inclusive of all amendments through October 20, 2021
The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 0-24260 3.2
4.1
Common Stock Specimen
The Company’s Registration Statement on Form S-3 filed August 20, 2007 333-145582 4.8
†4.2
Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

~~106~~


Exhibit Number	Document Description	Report or Registration Statement	SEC File or Registration Number	Exhibit or Other Reference

2.1	Equity Purchase Agreement dated February 5, 2016, by and between the Company, as Purchaser, and Michael Trigilio, as Seller	The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016	0-24260	2.1

2.2	First Amendment to Equity Purchase Agreement, dated May 18, 2018, by and among the Company, Amedisys Personal Care, LLC, Associated Home Care, LLC, Elder Home Options, LLC and Michael Trigilio	The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018	0-24260	10.1

2.3	Share Repurchase Agreement, dated as of June 4, 2018, by and among the Company and the selling stockholders set forth on Schedule I thereto	The Company’s Current Report on Form 8-K filed on June 4, 2018	0-24260	2.1

2.4	Stock Purchase Agreement, dated as of October 9, 2018, by and among Milton Heching, the Heching 2012 Exempt Irrevocable Trust, Amedisys Hospice, L.L.C., Compassionate Care Hospice Group, Inc., and solely for purposes of Sections 3.4, 4.3(a), 4.15 and Article VIII thereof, Amedisys, Inc.	The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018	0-24260	2.1

2.5	Securities Purchase Agreement, dated as of April 23, 2020, by and between Amedisys Hospice, L.L.C. and Golden Gate Ancillary LLC (Immaterial schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.)	The Company’s Current Report on Form 8-K filed on April 27, 2020	0-24260	2.1

2.6	Agreement and Plan of Merger, dated as of June 27, 2021, by and among Amedisys Holding, L.L.C., Amedisys Commodore, L.L.C., Contessa Health, Inc., Shareholder Representative Services LLC, and, solely for purposes of Section 10.17, Amedisys, Inc. (Immaterial schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request)	The Company’s Current Report on Form 8-K filed on August 4, 2021	0-24260	2.1


Exhibit Number	Document Description	Report or Registration Statement	SEC File or Registration Number	Exhibit or Other Reference

2.7	Equity Purchase Agreement, by and among Associated Home Care, L.L.C., Amedisys Personal Care, LLC, Amedisys, Inc. and HouseWorks Holdings, LLC, dated February 10, 2023	The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023	0-24260	2.1

2.8	Agreement and Plan of Merger, dated as of June 26, 2023, by and among UnitedHealth Group Incorporated, Aurora Holdings Merger Sub Inc. and Amedisys, Inc.	The Company’s Current Report on Form 8-K filed on June 26, 2023	0-24260	2.1

3.1	Composite of Certificate of Incorporation of the Company inclusive of all amendments through June 14, 2007	The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007	0-24260	3.1

3.2	Amended and Restated By-Laws	The Company’s Current Report on Form 8-K filed on December 16, 2022	0-24260	3.1

4.1	Common Stock Specimen	The Company’s Registration Statement on Form S-3 filed August 20, 2007	333-145582	4.8

4.2	Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934	The Company’s Annual Report on Form 10-K for the year ended December 31, 2021	0-24260	4.2

10.1	Form of Director Indemnification Agreement dated February 12, 2009	The Company’s Annual Report on Form 10-K for the year ended December 31, 2008	0-24260	10.1

10.2*	Amended and Restated Amedisys, Inc. Employee Stock Purchase Plan dated June 7, 2012	The Company’s Current Report on Form 8-K filed June 8, 2012	0-24260	10.1

10.3*	Composite Amedisys, Inc. 2008 Omnibus Incentive Compensation Plan (inclusive of Plan amendments dated June 7, 2012, October 25, 2012, April 23, 2015 and June 4, 2015, January 20, 2017, February 22, 2017 and September 25, 2018 and the full text of the Amedisys, Inc. 2008 Omnibus Incentive Compensation Plan)	The Company’s Annual Report on Form 10-K for the year ended December 31, 2019	0-24260	10.3

10.4*	Form of Stock Option Award Agreement Issued under the Amedisys, Inc. 2008 Omnibus Incentive Compensation Plan	The Company’s Annual Report on Form 10-K for the year ended December 31, 2014	0-24260	10.6

10.5*	Form of Performance Stock Option Award Agreement Issued under the Amedisys, Inc. 2008 Omnibus Incentive Compensation Plan	The Company’s Annual Report on Form 10-K for the year ended December 31, 2014	0-24260	10.7

10.6*	Form of Stock Option Award Agreement Issued under the Amedisys, Inc. 2018 Omnibus Incentive Compensation Plan	The Company’s Annual Report on Form 10-K for the year ended December 31, 2018	0-24260	10.10

10.7*	Form of Restricted Stock Unit Award Agreement Issued under the Amedisys, Inc. 2018 Omnibus Incentive Compensation Plan	The Company’s Annual Report on Form 10-K for the year ended December 31, 2018	0-24260	10.11

Exhibit
Number Document Description Report or Registration Statement SEC File or
Registration
Number Exhibit
or Other
Reference
10.1
Form of Director Indemnification Agreement dated February 12, 2009
The Company’s Annual Report on Form 10-K for the year ended December 31, 2008 0-24260 10.1
10.2*
Amended and Restated Amedisys, Inc. Employee Stock Purchase Plan dated June 7, 2012
The Company’s Current Report on Form 8-K filed June 8, 2012 0-24260 10.1
10.3*
Composite Amedisys, Inc. 2008 Omnibus Incentive Compensation Plan (inclusive of Plan amendments dated June 7, 2012, October 25, 2012, April 23, 2015 and June 4, 2015, January 20, 2017, February 22, 2017 and September 25, 2018 and the full text of the Amedisys, Inc. 2008 Omnibus Incentive Compensation Plan)
The Company's Annual Report on Form 10-K for the year ended December 31, 2019 0-24260 10.3
10.4*
Form of Nonvested Stock Award Agreement Issued under the Amedisys, Inc. 2008 Omnibus Incentive Compensation Plan
The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 0-24260 10.3
10.5*
Form of Restricted Stock Unit Agreement Issued under the Amedisys, Inc. 2008 Omnibus Incentive Compensation Plan
The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 0-24260 10.4
10.6*
Form of Stock Option Award Agreement Issued under the Amedisys, Inc. 2008 Omnibus Incentive Compensation Plan
The Company’s Annual Report on Form 10-K for the year ended December 31, 2014 0-24260 10.6
10.7*
Form of Performance Stock Option Award Agreement Issued under the Amedisys, Inc. 2008 Omnibus Incentive Compensation Plan
The Company’s Annual Report on Form 10-K for the year ended December 31, 2014 0-24260 10.7
10.8*
Form of Restricted Stock Award Agreement Issued under the Amedisys, Inc. 2008 Omnibus Incentive Compensation Plan
The Company’s Annual Report on Form 10-K for the year ended December 31, 2014 0-24260 10.8
10.9*
Form of Restricted Performance Stock Award Agreement Issued under the Amedisys, Inc. 2008 Omnibus Incentive Compensation Plan
The Company’s Annual Report on Form 10-K for the year ended December 31, 2014 0-24260 10.9
10.10*
Form of Stock Option Award Agreement Issued under the Amedisys, Inc. 2018 Omnibus Incentive Compensation Plan
The Company's Annual Report on Form 10-K for the year ended December 31, 2018 0-24260 10.10
10.11*
Form of Restricted Stock Unit Award Agreement Issued under the Amedisys, Inc. 2018 Omnibus Incentive Compensation Plan
The Company's Annual Report on Form 10-K for the year ended December 31, 2018 0-24260 10.11
10.12*
Form of Performance Restricted Stock Unit Award Agreement Issued under the Amedisys, Inc. 2018 Omnibus Incentive Compensation Plan
The Company's Annual Report on Form 10-K for the year ended December 31, 2018 0-24260 10.12

~~107~~

Exhibit
Number Document Description Report or Registration Statement SEC File or
Registration
Number Exhibit
or Other
Reference
10.13*
Amended and Restated Employment Agreement dated as of September 27, 2018, by and among Amedisys, Inc., Amedisys Holding, L.L.C. and Paul B. Kusserow
The Company’s Current Report on Form 8-K filed on October 3, 2018 0-24260 10.1
10.14*
Amedisys Holding, L.L.C. Amended and Restated Severance Plan for Executive Officers dated as of July 25, 2019
The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 0-24260 10.1
10.15*
Confidential Separation Agreement and General Release between the Company and Stephen E. Seim
The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 0-24260 10.1
10.16*
Composite Amedisys, Inc. 2018 Omnibus Incentive Compensation Plan (inclusive of Plan amendments dated September 25, 2018 and October 21, 2020 and the full text of the Amedisys, Inc. 2018 Omnibus Incentive Compensation Plan)
The Company’s Annual Report on Form 10-K for the year ended December 31, 2020 0-24260 10.16
10.17
Amended and Restated Credit Agreement dated as of June 29, 2018, among the Company and Amedisys Holding, L.L.C., as borrowers, certain subsidiaries of the Company party thereto as guarantors, Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent, Capital One Bank National Association, Citizens Bank, N.A., Compass Bank, Fifth Third Bank, Hancock Whitney Bank, Regions Bank, and Wells Fargo Bank, National Association, as Co-Documentation Agents, the lenders party thereto, Merrill Lynch, Pierce Fenner & Smith Incorporated, Citizens Bank N.A., Fifth Third Bank and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A., as Joint Bookrunners
The Company’s current Report on Form 8-K filed on July 2, 2018 0-24260 10.1
10.18
Amended and Restated Security Agreement, dated as of June 29, 2018, among the Company and Amedisys Holding, L.L.C., as borrowers, certain other parties identified as “grantors” on the signature pages thereto and Bank of America, N.A., in its capacity as Administrative Agent
The Company’s current Report on Form 8-K filed on July 2, 2018 0-24260 10.2

~~108~~

Exhibit
Number Document Description Report or Registration Statement SEC File or
Registration
Number Exhibit
or Other
Reference
10.19
Amended and Restated Pledge Agreement dated as of June 29, 2018, among the Company and Amedisys Holding, L.L.C., as borrowers, certain other parties identified as “pledgors” on the signature pages thereto, and Bank of America, N.A., in its capacity as Administrative Agent
The Company’s current Report on Form 8-K filed on July 2, 2018 0-24260 10.3
10.20
Agreement and Plan of Merger dated October 31, 2015 by and among Amedisys Health Care West, L.L.C., IHC Acquisitions, L.L.C., Infinity Home Care, L.L.C., Axiom HealthEquity Holdings Management, LLC, Infinity Healthcare Holdings, LLC, and Amedisys, Inc.

The Company’s Annual Report on Form 10-K for the year ended December 31, 2015 0-24260 10.27
10.21
Agreement of Purchase and Sale dated as of November 25, 2015, between Amedisys, Inc., through its wholly-owned subsidiary, Amedisys Property, L.L.C., as seller and Franciscan Missionaries of Our Lady of the Lake Heath System, Inc., as purchaser.
The Company’s Annual Report on Form 10-K for the year ended December 31, 2015 0-24260 10.28
10.22
First Amendment to Amended and Restated Credit Agreement, dated as of February 4, 2019, by and among the Amedisys, Inc. and Amedisys Holding, L.L.C., as the borrowers, certain subsidiaries of the Company party thereto as guarantors, Bank of America, N.A., as the administrative agent, swingline lender and letter of credit issuer, JPMorganChase Bank, N.A., as syndication agent, Capital One Bank, National Association, Citizens Bank, N.A., Compass Bank, Fifth Third Bank, Hancock Whitney Bank, Regions Bank, and Wells Fargo Bank, National Association, as co-documentation agents, the lenders party thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citizens Bank, N.A., Fifth Third Bank and JPMorgan Chase Bank, N.A., as joint lead arrangers, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A., as joint bookrunners

The Company’s Current Report on Form 8-K filed on February 4, 2019 0-24260 10.1
10.23
Joinder Agreement, dated as of February 4, 2019, by and among Amedisys, Inc. and Amedisys Holding, L.L.C., as the borrowers, each of the new subsidiary guarantors party thereto, and Bank of America, N.A., as the administrative agent
The Company’s Current Report on Form 8-K filed on February 4, 2019 0-24260 10.2
10.24
Retirement and Consulting Agreement, dated as of February 13, 2019, by and between Amedisys, Inc. and Linda J. Hall
The Company’s Current Report on Form 8-K filed on February 19, 2019 0-24260 10.1

~~109~~

Exhibit
Number Document Description Report or Registration Statement SEC File or
Registration
Number Exhibit
or Other
Reference
10.25
Joinder Agreement, dated as of June 12, 2020, by and among Amedisys, Inc. and Amedisys Holding, L.L.C., as the borrowers, each of the new subsidiary guarantors party thereto, and Bank of America, N.A., as the administrative agent (The schedules to the Joinder have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of the omitted schedules to the Securities and Exchange Commission upon request.)
The Company's Current Report on Form 8-K filed on June 15, 2020 0-24260 10.1
10.26*
Second Amendment to the Amedisys, Inc. 2018 Omnibus Incentive Compensation Plan, dated October 21, 2020
The Company's Annual Report on Form 10-K for the year ended December 31, 2020 0-24260 10.26
10.27*
Amendment to Amended and Restated Employment Agreement, dated as of February 18, 2021, by and between Amedisys, Inc. and Paul B. Kusserow
The Company’s Current Report on Form 8-K filed on February 24, 2021
0-24260 10.1
10.28
Second Amendment to Amended and Restated Credit Agreement, dated as of July 30, 2021, by and among Amedisys, Inc. and Amedisys Holding, L.L.C., as the borrowers, the Guarantors party thereto, the Lenders party thereto, Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, and the other L/C Issuers party thereto (Immaterial schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.)
The Company’s Current Report on Form 8-K filed on August 4, 2021 0-24260 10.1
10.29*
Amedisys Holding, L.L.C. Severance Plan for Chief Executive Officer
The Company’s Current Report on Form 8-K filed on January 10, 2022 0-24260 10.1
†21.1
Subsidiaries of the Registrant
†23.1
Consent of KPMG LLP
†31.1
Certification of Paul B. Kusserow, Chief Executive Officer (principal executive officer), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
†31.2
Certification of Scott G. Ginn, Executive Vice President and Chief Financial Officer (principal financial officer), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
††32.1
Certification of Paul B. Kusserow, Chief Executive Officer (principal executive officer), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
††32.2
Certification of Scott G. Ginn, Executive Vice President and Chief Financial Officer (principal financial officer), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

~~110~~

Exhibit

Number

Document Description

Report or Registration Statement

SEC File or
Registration
Number

Exhibit
or Other
Reference

10.8*

Form of Performance Restricted Stock Unit Award Agreement Issued under the Amedisys, Inc. 2018 Omnibus Incentive Compensation Plan

The Company’s Annual Report on Form ~~†101.INS~~10-K for the year ended December 31, 2018

0-24260

~~Inline XBRL Instance - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.~~

10.12

10.9*

Amended and Restated Employment Agreement dated as of September 27, 2018, by and among Amedisys, Inc., Amedisys Holding, L.L.C. and Paul B. Kusserow

The Company’s Current Report on Form 8-K filed on October 3, 2018

0-24260

10.1

10.10*

Amedisys Holding, L.L.C. Amended and Restated Severance Plan for Executive Officers dated as of July 25, 2019

The Company’s Quarterly Report on Form ~~†101.SCH~~10-Q for the quarter ended September 30, 2019

0-24260

~~Inline XBRL Taxonomy Extension Schema Document~~

10.1

10.11*

Confidential Separation Agreement and General Release between the Company and Stephen E. Seim

The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018

0-24260

10.1

10.12*

Composite Amedisys, Inc. 2018 Omnibus Incentive Compensation Plan (inclusive of Plan amendments dated September 25, 2018 and October 21, 2020 and the full text of the Amedisys, Inc. 2018 Omnibus Incentive Compensation Plan)

The Company’s Annual Report on ~~†101.CAL~~Form 10-K for the year ended December 31, 2020

0-24260

~~Inline XBRL Taxonomy Extension Calculation Linkbase Document~~

~~†101.DEF~~

~~Inline XBRL Taxonomy Extension Definition Linkbase~~

~~†101.LAB~~

~~Inline XBRL Taxonomy Extension Labels Linkbase Document~~

~~†101.PRE~~

~~Inline XBRL Taxonomy Extension Presentation Linkbase Document~~

~~104~~

~~Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)~~

10.16

~~111~~


Exhibit Number	Document Description	Report or Registration Statement	SEC File or Registration Number	Exhibit or Other Reference

10.13	Amended and Restated Credit Agreement dated as of June 29, 2018, among the Company and Amedisys Holding, L.L.C., as borrowers, certain subsidiaries of the Company party thereto as guarantors, Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent, Capital One Bank National Association, Citizens Bank, N.A., Compass Bank, Fifth Third Bank, Hancock Whitney Bank, Regions Bank, and Wells Fargo Bank, National Association, as Co-Documentation Agents, the lenders party thereto, Merrill Lynch, Pierce Fenner & Smith Incorporated, Citizens Bank N.A., Fifth Third Bank and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A., as Joint Bookrunners	The Company’s current Report on Form 8-K filed on July 2, 2018	0-24260	10.1

10.14	Amended and Restated Security Agreement, dated as of June 29, 2018, among the Company and Amedisys Holding, L.L.C., as borrowers, certain other parties identified as “grantors” on the signature pages thereto and Bank of America, N.A., in its capacity as Administrative Agent	The Company’s current Report on Form 8-K filed on July 2, 2018	0-24260	10.2

10.15	Amended and Restated Pledge Agreement dated as of June 29, 2018, among the Company and Amedisys Holding, L.L.C., as borrowers, certain other parties identified as “pledgors” on the signature pages thereto, and Bank of America, N.A., in its capacity as Administrative Agent	The Company’s current Report on Form 8-K filed on July 2, 2018	0-24260	10.3

10.16	Agreement and Plan of Merger dated October 31, 2015 by and among Amedisys Health Care West, L.L.C., IHC Acquisitions, L.L.C., Infinity Home Care, L.L.C., Axiom HealthEquity Holdings Management, LLC, Infinity Healthcare Holdings, LLC, and Amedisys, Inc.	The Company’s Annual Report on Form 10-K for the year ended December 31, 2015	0-24260	10.27

10.17	Agreement of Purchase and Sale dated as of November 25, 2015, between Amedisys, Inc., through its wholly-owned subsidiary, Amedisys Property, L.L.C., as seller and Franciscan Missionaries of Our Lady of the Lake Heath System, Inc., as purchaser.	The Company’s Annual Report on Form 10-K for the year ended December 31, 2015	0-24260	10.28


Exhibit Number	Document Description	Report or Registration Statement	SEC File or Registration Number	Exhibit or Other Reference

10.18	First Amendment to Amended and Restated Credit Agreement, dated as of February 4, 2019, by and among the Amedisys, Inc. and Amedisys Holding, L.L.C., as the borrowers, certain subsidiaries of the Company party thereto as guarantors, Bank of America, N.A., as the administrative agent, swingline lender and letter of credit issuer, JPMorganChase Bank, N.A., as syndication agent, Capital One Bank, National Association, Citizens Bank, N.A., Compass Bank, Fifth Third Bank, Hancock Whitney Bank, Regions Bank, and Wells Fargo Bank, National Association, as co-documentation agents, the lenders party thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citizens Bank, N.A., Fifth Third Bank and JPMorgan Chase Bank, N.A., as joint lead arrangers, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A., as joint bookrunners	The Company’s Current Report on Form 8-K filed on February 4, 2019	0-24260	10.1

10.19	Joinder Agreement, dated as of February 4, 2019, by and among Amedisys, Inc. and Amedisys Holding, L.L.C., as the borrowers, each of the new subsidiary guarantors party thereto, and Bank of America, N.A., as the administrative agent	The Company’s Current Report on Form 8-K filed on February 4, 2019	0-24260	10.2

10.20	Retirement and Consulting Agreement, dated as of February 13, 2019, by and between Amedisys, Inc. and Linda J. Hall	The Company’s Current Report on Form 8-K filed on February 19, 2019	0-24260	10.1

10.21	Joinder Agreement, dated as of June 12, 2020, by and among Amedisys, Inc. and Amedisys Holding, L.L.C., as the borrowers, each of the new subsidiary guarantors party thereto, and Bank of America, N.A., as the administrative agent (The schedules to the Joinder have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of the omitted schedules to the Securities and Exchange Commission upon request.)	The Company’s Current Report on Form 8-K filed on June 15, 2020	0-24260	10.1

10.22*	Second Amendment to the Amedisys, Inc. 2018 Omnibus Incentive Compensation Plan, dated October 21, 2020	The Company’s Annual Report on Form 10-K for the year ended December 31, 2020	0-24260	10.26

10.23*	Amendment to Amended and Restated Employment Agreement, dated as of February 18, 2021, by and between Amedisys, Inc. and Paul B. Kusserow	The Company’s Current Report on Form 8-K filed on February 24, 2021	0-24260	10.1


Exhibit Number	Document Description	Report or Registration Statement	SEC File or Registration Number	Exhibit or Other Reference

10.24	Second Amendment to Amended and Restated Credit Agreement, dated as of July 30, 2021, by and among Amedisys, Inc. and Amedisys Holding, L.L.C., as the borrowers, the Guarantors party thereto, the Lenders party thereto, Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, and the other L/C Issuers party thereto (Immaterial schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.)	The Company’s Current Report on Form 8-K filed on August 4, 2021	0-24260	10.1

10.25*	Amedisys Holding, L.L.C. Severance Plan for Chief Executive Officer	The Company’s Current Report on Form 8-K filed on January 10, 2022	0-24260	10.1

10.26*	Mutual Separation Agreement and General Release, by and between Amedisys, Inc. and David L. Kemmerly (including the Consulting Services Agreement attached as Exhibit A thereto)	The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022	0-24260	10.1

10.27*	Amendment No. 1 to Amedisys Holding, L.L.C. Amended and Restated Severance Plan for Executive Officers, dated as of November 21, 2022	The Company’s Annual Report on Form 10-K for the year ended December 31, 2022	0-24260	10.27

10.28*	Separation Agreement and General Release by and between Amedisys, Inc. and Christopher T. Gerard	The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023	0-24260	10.1

10.29	Third Amendment to Amended and Restated Credit Agreement, dated as of March 10, 2023, by and among Amedisys, Inc. and Amedisys Holding, L.L.C., as the borrowers, the Guarantors party thereto, the Lenders party thereto, Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, and the other L/C Issuers party thereto	The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023	0-24260	10.2

10.30	Termination Agreement, dated as of June 26, 2023, by and among Amedisys, Inc., Option Care Health, Inc. and Unitah Merger Sub, Inc.	The Company’s Current Report on Form 8-K filed on June 26, 2023	0-24260	10.1

10.31*	Limited Good Reason Waiver, by and between the Company and Richard Ashworth, dated June 26, 2023	The Company’s Annual Report on Form 10-K for the year ended December 31, 2023	0-24260	10.31

10.32*	Limited Good Reason Waiver, by and between the Company and Scott G. Ginn, dated June 26, 2023	The Company’s Annual Report on Form 10-K for the year ended December 31, 2023	0-24260	10.32

10.33*	Repayment Letter Agreement, by and between the Company and Richard Ashworth (280G mitigation acceleration), dated December 21, 2023	The Company’s Annual Report on Form 10-K for the year ended December 31, 2023	0-24260	10.33


Exhibit Number	Document Description	Report or Registration Statement	SEC File or Registration Number	Exhibit or Other Reference

10.34*	Repayment Letter Agreement, by and between the Company and Adam Holton (280G mitigation acceleration), dated December 21, 2023	The Company’s Annual Report on Form 10-K for the year ended December 31, 2023	0-24260	10.34

21.1	Subsidiaries of the Registrant	The Company’s Annual Report on Form 10-K for the year ended December 31, 2023	0-24260	21.1

23.1	Consent of KPMG LLP	The Company’s Annual Report on Form 10-K for the year ended December 31, 2023	0-24260	23.1

31.1	Certification of Richard Ashworth, Chief Executive Officer (principal executive officer), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	The Company’s Annual Report on Form 10-K for the year ended December 31, 2023	0-24260	31.1

31.2	Certification of Scott G. Ginn, Chief Operating Officer, Executive Vice President and Chief Financial Officer (principal financial officer), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	The Company’s Annual Report on Form 10-K for the year ended December 31, 2023	0-24260	31.2

†31.3	Certification of Richard Ashworth, Chief Executive Officer (principal executive officer), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

†31.4	Certification of Scott G. Ginn, Chief Operating Officer, Executive Vice President and Chief Financial Officer (principal financial officer), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification of Richard Ashworth, Chief Executive Officer (principal executive officer), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	The Company’s Annual Report on Form 10-K for the year ended December 31, 2023	0-24260	32.1

Exhibit

Number

Document Description

Report or Registration Statement

SEC File or
Registration
Number

Exhibit
or Other
Reference

32.2

Certification of Scott G. Ginn, Chief Operating Officer, Executive Vice President and Chief Financial Officer (principal financial officer), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The Company’s Annual Report on Form 10-K for the year ended December 31, 2023

0-24260

32.2

97.1

Amedisys, Inc. Policy for the Recovery of Erroneously Awarded Compensation

The Company’s Annual Report on Form 10-K for the year ended December 31, 2023

0-24260

97.1

†101.INS

Inline XBRL Instance - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

The Company’s Annual Report on Form 10-K for the year ended December 31, 2023

0-24260

101.SCH

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

The Company’s Annual Report on Form 10-K for the year ended December 31, 2023

0-24260

101.CAL

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

The Company’s Annual Report on Form 10-K for the year ended December 31, 2023

0-24260

101.DEF

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

The Company’s Annual Report on Form 10-K for the year ended December 31, 2023

0-24260

101.LAB

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

The Company’s Annual Report on Form 10-K for the year ended December 31, 2023

0-24260

101.PRE

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this ~~report~~Amendment No. 1 on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.


A~~MEDISYS, I~~NC.

~~By:~~		/S~~/ PAUL~~ ~~B. KUSSEROW~~
		~~Paul B. Kusserow,~~AMEDISYS, INC.

By:	~~Chief Executive Officer and~~ /S/ RICHARD ASHWORTH
		~~Chairman of the Board~~

~~Date: February 24, 2022~~

~~112~~

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:

Richard Ashworth,

~~Signature~~

~~Title~~

~~Date~~

/S~~/ PAUL~~ ~~B. KUSSEROW~~

Chief Executive Officer
and Chairman of the Board (Principal
Executive Officer)

~~February 24, 2022~~

~~Paul B. Kusserow~~

~~/S/~~ S~~COTT~~ ~~G. GINN~~

~~Executive Vice~~ President and Chief ~~Financial~~Executive Officer (Principal
Financial Officer and Principal Accounting Officer)

~~February 24, 2022~~

~~Scott G. Ginn~~

~~/S/~~ V~~ICKIE~~ L. C~~APPS~~

~~Director~~

~~February 24, 2022~~

~~Vickie L. Capps~~

~~/S/~~ M~~OLLY~~ C~~OYE, MD~~

~~Director~~

~~February 24, 2022~~

~~Molly Coye, MD~~

/S~~/ JULIE~~ ~~D. KLAPSTEIN~~

~~Director~~

~~February 24, 2022~~

~~Julie D. Klapstein~~

~~/S/~~ T~~ERESA~~ L. K~~LINE~~

~~Director~~

~~February 24, 2022~~

~~Teresa L. Kline~~

/S~~/ RICHARD~~ ~~A. LECHLEITER~~

~~Lead Independent Director~~

~~February 24, 2022~~

~~Richard A. Lechleiter~~

/S~~/ BRUCE~~ ~~D. PERKINS~~

~~Director~~

~~February 24, 2022~~

~~Bruce D. Perkins~~

/S~~/ JEFFREY~~ ~~A. RIDEOUT, MD~~

~~Director~~

~~February 24, 2022~~

~~Jeffrey A. Rideout, MD~~

/S/ ~~IVANETTA D. SAMUELS~~

~~Director~~

~~February 24, 2022~~

~~Ivanetta D. Samuels~~

Date: April 26, 2024

~~113~~


~~Delaware~~		~~11-3131700~~
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)


~~SPECIAL CAUTION CONCERNING FORWARD-LOOKING STATEMENTS~~		1

~~PART I.~~
~~ITEM 1.~~	~~BUSINESS~~	2
~~ITEM 1A.~~	~~RISK FACTORS~~	17
~~ITEM 1B.~~	~~UNRESOLVED STAFF COMMENTS~~	31
~~ITEM 2.~~	~~PROPERTIES~~	32
~~ITEM 3.~~	~~LEGAL PROCEEDINGS~~	32
~~ITEM 4.~~	~~MINE SAFETY DISCLOSURES~~	32

~~PART II.~~
~~ITEM 5.~~	~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~	33
~~ITEM 6.~~	~~[RESERVED]~~	34
~~ITEM 7.~~	~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~	35
~~ITEM 7A.~~	~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~	56
~~ITEM 8.~~	~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~	57
~~ITEM 9.~~	~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~	~~100~~
~~ITEM 9A~~.	~~CONTROLS AND PROCEDURES~~	~~100~~
~~ITEM 9B.~~	~~OTHER INFORMATION~~	~~104~~
~~ITEM 9C.~~	~~DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS~~	~~104~~

~~PART III.~~
~~ITEM 10.~~	~~DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~	~~104~~
~~ITEM 11.~~	~~EXECUTIVE COMPENSATION~~	~~104~~
~~ITEM 12.~~	~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~	~~104~~
~~ITEM 13~~.	~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~	~~104~~
~~ITEM 14.~~	~~PRINCIPAL ACCOUNTANT FEES AND SERVICES~~	~~104~~

~~PART IV.~~

~~ITEM 15.~~	~~EXHIBITS AND FINANCIAL STATEMENT SCHEDULES~~	~~105~~

~~ITEM 16.~~	~~FORM 10-K SUMMARY~~	~~105~~

~~EXHIBIT INDEX~~		~~106~~

~~SIGNATURES~~		~~112~~


Gender:	Female		Male		Non-Binary		Gender Undisclosed
Number of Directors Based on Gender Identity		5		3		0		0
Number of Directors Who Identify in Any of the Categories Below:
African American or Black		1		0		0		0
Alaskan Native or American Indian		0		0		0		0
Asian		0		0		0		0
Hispanic or Latinx		0		0		0		0
Native Hawaiian or Pacific Islander		0		0		0		0
White		4		3		0		0
Two or More Races or Ethnicities		0		0		0		0
LGBTQ+		0
Demographic Background Undisclosed		1


What We Do		What We Do Not Do

✓	Heavy emphasis on performance-based variable compensation	X	No significant perquisites

✓	Majority of long-term incentive awards are performance-based (other than 2024 grants per the Merger Agreement)	X	No “single-trigger” termination payments upon a change in control

✓	Align performance measures with business objectives	X	No hedging of Company stock

✓	Limit the amounts of variable compensation that may be earned (2x cap on annual short-term incentive (cash bonus) and cap of 2x target shares for performance-based RSUs other than Mr. Ashworth’s one-time performance-based RSU award, which has a 3x cap)	X	No guaranteed salary increases

✓	Robust stock ownership guidelines for executive officers and directors (6x base salary for our Chief Executive Officer; 3x base salary for our other executive officers; and 6x annual base retainer for our non-employee directors)	X	No discretionary bonuses

✓	“Double-trigger” termination payments upon a change in control	X	No pledging of Company stock (other than for Mr. Kusserow pursuant to a one-time waiver of this policy granted by the Board in 2018 solely with respect to Mr. Kusserow)

✓	Compensation Committee comprised solely of independent directors	X	No employment agreements

✓	Independent compensation consultant	X	No tax gross-ups on termination payments following a change in control

✓	Regular risk assessments	X	No repricing or backdating stock options without stockholder approval

✓	Clawback policy applicable to our Section 16 officers	X	No evergreen provision in equity incentive plan


		• Acadia Healthcare Company, Inc.		• LHC Group, Inc.

		• agilon health, inc.		• ModivCare Inc.

		• AMN Healthcare Services, Inc.		• National HealthCare Corporation

		• Brookdale Senior Living Inc.		• Oak Street Health, Inc.

		• Cano Health, Inc.		• Option Care Health, Inc.

		• Chemed Corporation		• Pediatrix Medical Group, Inc.

		• DaVita Inc.		• Select Medical Holdings Corporation

		• Encompass Health Corporation		• The Ensign Group, Inc.

		• Enhabit, Inc.


Item		Page
PART III

ITEM 10.	Directors, Executive Officers and Corporate Governance		1

ITEM 11.	Executive Compensation		10

ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		43

ITEM 13.	Certain Relationships and Related Transactions, and Director Independence		45

ITEM 14.	Principal Accountant Fees and Services		46

PART IV

ITEM 15.	Exhibits and Financial Statement Schedules		47


Name	Age		Served as a Director Since
Richard Ashworth		49		2023
Vickie L. Capps		62		2019
Molly J. Coye, MD		76		2019
Julie D. Klapstein		69		2016
Teresa L. Kline		65		2019
Paul B. Kusserow		62		2014
Bruce D. Perkins		70		2015
Jeffrey A. Rideout, MD		62		2016
Ivanetta Davis Samuels		55		2020


Name	Age		Title
Richard Ashworth		49	President and Chief Executive Officer
Denise Bohnert		46	Chief Compliance Officer
Scott G. Ginn		55	Chief Operating Officer, Executive Vice President and Chief Financial Officer
Adam Holton		53	Chief People Officer
Nick Muscato		38	Chief Strategy Officer
Michael P. North		59	Chief Information Officer


Board Diversity Matrix (as of April 26, 2024)
Board Size:
Total Number of Directors: 9


State	Home Health	Hospice
Alabama	30	10
Arkansas (POA)	5	—
California	4	2
Florida	—	6
Georgia	60	—
Kentucky	17	—
Maine	3	—
Maryland	9	3
Mississippi	9	—
Missouri	6	2
New Jersey	2	—
New York	5	—
North Carolina	9	7
Rhode Island	1	—
South Carolina	26	—
Tennessee	45	15
Washington	2	—
West Virginia	11	6
Washington, DC	1	—
Total Care Centers in CON/POA States	245	51


Rural Add-On Percentages, CYs 2019-2022
Category	CY 2019	CY 2020	CY 2021	CY 2022
High utilization	1.5%	0.5%	None	None
Low population density	4.0%	3.0%	2.0%	1.0%
All other	3.0%	2.0%	1.0%	None


Period	(a) Total Number of Shares (or Units) Purchased		(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet Be Purchased Under the Plans or Programs
October 1, 2021 to October 31, 2021	1,272		$	160.76	—	$	115,120,504	(2)
November 1, 2021 to November 30, 2021	—		—		95,118	100,122,288		(2)
December 1, 2021 to December 31, 2021	—		—		—	100,122,288		(2)
	1,272	(1)	$	160.76	95,118	$	100,122,288	(3)


	12/31/2016		12/31/2017		12/31/2018		12/31/2019		12/31/2020		12/31/2021
Amedisys, Inc.	$	100.00	$	123.65	$	274.71	$	391.56	$	688.08	$	379.73
NASDAQ Composite	$	100.00	$	129.64	$	125.96	$	172.17	$	249.51	$	304.85
Peer Group	$	100.00	$	126.14	$	162.75	$	217.86	$	273.49	$	230.40


	Home Health	Hospice	Personal Care	High Acuity Care
At December 31, 2018	323	84	12	—
Acquisitions/Expansions/Denovos	3	59	—	—
Closed/Consolidated	(5)	(5)	—	—
At December 31, 2019	321	138	12	—
Acquisitions/Expansions/Denovos	4	54	2	—
Closed/Consolidated	(5)	(12)	—	—
At December 31, 2020	320	180	14	—
Acquisitions/Expansions/Denovos	11	1	—	8
Closed/Consolidated	—	(6)	—	—
At December 31, 2021	331	175	14	8


	For the Years Ended December 31,
	2021			2020			2019
Net service revenue	$	2,214.1		$	2,071.5		$	1,955.6
Other operating income	13.3			34.4			—
Cost of service, excluding depreciation and amortization	1,233.4			1,185.4			1,150.3
Gross margin, excluding depreciation and amortization	994.0			920.5			805.3
% of net service revenue	44.9		%	44.4		%	41.2		%
Other operating expenses	711.2			668.2			607.9
% of net service revenue	32.1		%	32.3		%	31.1		%
Depreciation and amortization	30.9			28.8			18.4
Asset impairment charge	—			4.2			1.5
Operating income	251.9			219.3			177.5
Total other income (expense), net	28.3			(8.4)			(7.1)
Income tax expense	(70.1)			(25.6)			(42.5)
Effective income tax rate	25.0		%	12.2		%	24.9		%
Net income	210.2			185.2			127.9

Net income attributable to noncontrolling interests	(1.1)			(1.6)			(1.1)
Net income attributable to Amedisys, Inc.	$	209.1		$	183.6		$	126.8


Delaware		11-3131700


	For the Years Ended December 31,
	2021		2020
Interest income	$	—	$	0.3
Interest expense	(9.5)		(11.0)
Equity in earnings from equity method investments	4.9		4.0
Gain (loss) on equity method investments	31.1		(3.0)
Miscellaneous, net	1.8		1.3
Total other income (expense), net	$	28.3	$	(8.4)


Named Executive Officer	2022 Salary			2023 Salary			% Change
Richard Ashworth	$	—		$	1,000,000			—	%
Paul B. Kusserow	$	900,000	⁽¹⁾	$	900,000	⁽¹⁾		—	%
Scott G. Ginn	$	675,000		$	675,000			—	%
Michael P. North	$	400,000		$	425,000			6	%
Nick Muscato	$	400,000		$	425,000	⁽²⁾		6	%
Denise Bohnert	$	375,000		$	400,000			7	%


Performance Measure	Metric Weighting			Threshold			Target			Stretch/ Maximum			Actual Performance			% of Target Achievement			Weighted Payout (% of Target Achievement Metric Weighting)
Adjusted EBITDA**		40	%	$	216.2 Million		$	240.2 Million		$	264.2 Million		$	247.0 Million			127	%		50.89	%
Revenue Growth⁽¹⁾⁽²⁾		20	%	$	2,215.4 Million		$	2,260.6 Million		$	2,305.8 Million		$	2,217.3 Million			52	%		10.43	%
Quality of Patient Care⁽¹⁾⁽³⁾
Metrics:
60-Day ACH		10	%		14.1	%		13.9	%		13.7	%		14.5	%		0	%		0.00	%
HVLDL		10	%		80.0	%		82.0	%		84.0	%		82.2	%		100	%		10.00	%

Total Quality		20	%														50	%		10.00	%
People (Nursing Voluntary Turnover)⁽¹⁾		20	%		27.0	%		24.0	%		21.2	%		30.3	%		0	%		0.00	%
Potential Payout (% of Target)					50%-99.9	%		100	%		Up to 200	%

Overall		100	%																	71.32	%⁽⁴⁾
Adjusted Plan Payout per Merger Agreement																				100.00	%⁽⁴⁾


Quality of Patient Care Performance Measure Improvement Metrics	Threshold			Target			Stretch/Maximum
60-day ACH		14.1	%		13.9	%		13.7	%
HVLDL		80.0	%		82.0	%		84.0	%


Named Executive Officer	Base Salary		Target Bonus (% of Base Salary)			Bonus Earned ($) (100% of Target)
Richard Ashworth	$	1,000,000		100	%	$	1,000,000
Scott G. Ginn	$	675,000		100	%	$	675,000
Michael P. North	$	425,000		75	%	$	318,750
Nick Muscato	$	425,000		75	%	$	318,750
Denise Bohnert	$	400,000		75	%	$	300,000


Equity Mix	% of Grant Value
Performance-Based RSUs		50	%
Time-Based RSUs		25	%
Time-Based Stock Options		25	%


TSR Percentile Rank	Modifying Factor
75th Percentile and Above		125	%
50th Percentile		100	%
25th Percentile and Below		75	%


	0-90		91-180		181-365		Over 365		Total
At December 31, 2021:
Medicare patient accounts receivable	$	176.7	$	7.5	$	1.1	$	1.4	$	186.7
Other patient accounts receivable:
Medicaid	16.0		1.5		0.7		—		18.2
Private	59.7		8.7		1.7		—		70.1
Total	$	75.7	$	10.2	$	2.4	$	—	$	88.3
Total patient accounts receivable									$	275.0
Days revenue outstanding (1)									43.2


	Payments Due by Period
	Total		Less than 1 Year		1-3 Years		4-5 Years		After 5 Years
Long-term obligations	$	448.0	$	12.0	$	36.6	$	399.4	$	—
Interest on long-term obligations (1)	30.3		7.1		13.5		9.7		—
Finance leases	1.7		1.1		0.6		—		—
Operating leases	105.8		33.4		48.5		20.3		3.6
Purchase obligations (2)	11.6		9.2		2.0		0.4		—
Joint venture commitment	9.3		9.3		—		—		—
Uncertain tax positions	2.7		2.7		—		—		—
	$	609.4	$	74.8	$	101.2	$	429.8	$	3.6


	As of December 31,
	2021		2020
ASSETS
Current assets:
Cash and cash equivalents	$	42,694	$	81,808
Restricted cash	3,075		1,549
Patient accounts receivable	274,961		255,145
Prepaid expenses	10,356		10,217
Other current assets	25,598		13,265
Total current assets	356,684		361,984
Property and equipment, net of accumulated depreciation of $96,937 and $95,024	18,435		23,719
Operating lease right of use assets	101,257		93,440
Goodwill	1,196,090		932,685
Intangible assets, net of accumulated amortization of $19,900 and $22,973	111,190		74,183
Deferred income taxes	289		47,987
Other assets	73,023		33,200
Total assets	$	1,856,968	$	1,567,198
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	38,217	$	42,674
Payroll and employee benefits	141,001		146,929
Accrued expenses	150,836		166,192
Provider relief fund advance	—		60,000
Current portion of long-term obligations	12,995		10,496
Current portion of operating lease liabilities	31,233		30,046
Total current liabilities	374,282		456,337
Long-term obligations, less current portion	432,075		204,511
Operating lease liabilities, less current portion	69,309		61,987
Other long-term obligations	4,979		33,622
Total liabilities	880,645		756,457
Commitments and Contingencies – Note 11	0		0
Equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued or outstanding	—		—
Common stock, $0.001 par value, 60,000,000 shares authorized; 37,674,868 and 37,470,212 shares issued; and 32,509,969 and 32,814,278 shares outstanding	38		38
Additional paid-in capital	728,118		698,287
Treasury stock at cost, 5,164,899 and 4,655,934 shares of common stock	(435,868)		(319,092)
Retained earnings	639,063		429,991
Total Amedisys, Inc. stockholders’ equity	931,351		809,224
Noncontrolling interests	44,972		1,517
Total equity	976,323		810,741
Total liabilities and equity	$	1,856,968	$	1,567,198


	Total		Common Stock			Additional Paid-in Capital		Treasury Stock		Accumulated Other Comprehensive Income		Retained Earnings		Noncontrolling Interests
			Shares	Amount
Balance, December 31, 2018	$	482,633	36,252,280	$	36	$	603,666	$	(241,685)	$	15	$	119,550	$	1,051
Issuance of stock – employee stock purchase plan	3,187		30,483	—		3,187		—		—		—		—
Issuance of stock – 401(k) plan	9,753		79,056	—		9,753		—		—		—		—
Issuance/(cancellation) of non-vested stock	—		189,134	1		(1)		—		—		—		—
Exercise of stock options	3,611		87,068	—		3,611		—		—		—		—
Non-cash compensation	25,040		—	—		25,040		—		—		—		—
Surrendered shares	(9,556)		—	—		—		(9,556)		—		—		—
Noncontrolling interest distributions	(1,062)		—	—		—		—		—		—		(1,062)
Net income	127,907		—	—		—		—		—		126,833		1,074
Balance, December 31, 2019	641,513		36,638,021	37		645,256		(251,241)		15		246,383		1,063
Issuance of stock – employee stock purchase plan	3,562		21,561	—		3,562		—		—		—		—
Issuance of stock – 401(k) plan	3,057		18,312	—		3,057		—		—		—		—
Issuance/(cancellation) of non-vested stock	—		169,489	—		—		—		—		—		—
Exercise of stock options	6,325		622,829	1		6,324		—		—		—		—
Non-cash compensation	26,730		—	—		26,730		—		—		—		—
Surrendered shares	(54,493)		—	—		13,358		(67,851)		—		—		—
Noncontrolling interest distributions	(1,122)		—	—		—		—		—		—		(1,122)
Write-off of other comprehensive income	(15)		—	—		—		—		(15)		—		—
Net income	185,184		—	—		—		—		—		183,608		1,576
Balance, December 31, 2020	810,741		37,470,212	38		698,287		(319,092)		—		429,991		1,517
Issuance of stock – employee stock purchase plan	3,968		20,823	—		3,968		—		—		—		—
Issuance/(cancellation) of non-vested stock	—		151,365	—		—		—		—		—		—
Exercise of stock options	2,054		32,468	—		2,054		—		—		—		—
Non-cash compensation	23,809		—	—		23,809		—		—		—		—
Surrendered shares	(16,898)		—	—		—		(16,898)		—		—		—
Shares repurchased	(99,878)		—	—		—		(99,878)		—		—		—
Noncontrolling interest contributions	250		—	—		—		—		—		—		250
Noncontrolling interest distributions	(1,747)		—	—		—		—		—		—		(1,747)
Acquired noncontrolling interest	43,858		—	—		—		—		—		—		43,858
Net income	210,166		—	—		—		—		—		209,072		1,094
Balance, December 31, 2021	$	976,323	37,674,868	$	38	$	728,118	$	(435,868)	$	—	$	639,063	$	44,972


			Fair Value at Reporting Date Using
Financial Instrument	Carrying Value as of December 31, 2021		Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Long-term obligations	$	448.0	$	—	$	474.9	$	—


	Other Intangible Assets, Net
	Certificates of Need and Licenses		Acquired Names -Unamortizable		Acquired Names -Amortizable (4)		Non-Compete Agreements (4)		Technology (4)		Total
Balances at December 31, 2019 (1)	$	37.6	$	18.1	$	5.6	$	3.4	$	—	$	64.7
Additions	11.8		—		7.0		11.5		—		30.3
Write-off (2)	—		(4.2)		—		—		—		(4.2)
Amortization (3)	(2.4)		—		(7.1)		(7.1)		—		(16.6)
Balances at December 31, 2020	47.0		13.9		5.5		7.8		—		74.2
Additions	0.8		28.3		—		6.2		20.2		55.5
Reclass to amortizable intangible	—		(6.6)		6.6		—		—		—
Amortization (3)	(0.7)		—		(9.0)		(7.6)		(1.2)		(18.5)
Balances at December 31, 2021	$	47.1	$	35.6	$	3.1	$	6.4	$	19.0	$	111.2


	Intangible Asset Amortization
2022	$	10.5
2023	4.7
2024	2.9
2025	2.9
2026	2.9
	$	23.9


	Operating Leases		Finance Leases
2022	$	33.4	$	1.1
2023	28.1		0.5
2024	20.4		0.1
2025	13.3		—
2026	7.0		—
Thereafter	3.6		—
Total undiscounted lease payments	105.8		1.7
Less: Imputed interest	(5.3)		(0.1)
Total lease liabilities	$	100.5	$	1.6



	Long-term obligations
2022	$	13.0
2023	14.6
2024	22.6
2025	22.5
2026	376.9
	$	449.6


Pricing Tier	Consolidated Leverage Ratio	Base Rate Loans		Eurodollar Rate Loans and Daily Floating LIBOR Rate Loans		Commitment Fee		Letter of Credit Fee
I	> 3.00 to 1.0	1.00	%	2.00	%	0.30	%	1.75	%
II	< 3.00 to 1.0 but > 2.00 to 1.0	0.75	%	1.75	%	0.25	%	1.50	%
III	< 2.00 to 1.0 but > 0.75 to 1.0	0.50	%	1.50	%	0.20	%	1.25	%
IV	< 0.75 to 1.0	0.25	%	1.25	%	0.15	%	1.00	%


Employee Stock Purchase Plan Period	Shares Issued	Price
2019 and Prior	3,151,673	$	16.81
January 1, 2020 to March 31, 2020	5,295	156.01
April 1, 2020 to June 30, 2020	5,414	168.76
July 1, 2020 to September 30, 2020	4,789	200.97
October 1, 2020 to December 31, 2020	4,202	249.33
January 1, 2021 to March 31, 2021	4,060	225.07
April 1, 2021 to June 30, 2021	5,095	208.19
July 1, 2021 to September 30, 2021	7,466	126.74
October 1, 2021 to December 31, 2021	7,161	137.60
	3,195,155


	Number of Shares	Weighted Average Exercise Price		Weighted Average Contractual Life (Years)
Outstanding options at January 1, 2021	278,041	$	111.27	7.68
Granted	40,788	268.32
Exercised	(32,468)	63.28
Canceled, forfeited or expired	(12,388)	173.16
Outstanding options at December 31, 2021	273,973	$	137.54	7.21
Exercisable options at December 31, 2021	144,534	$	97.33	6.44


	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested stock options at January 1, 2021	188,612	$	56.55
Granted	40,788	268.32
Vested	(88,116)	106.75
Forfeited	(11,845)	171.25
Non-vested stock options at December 31, 2021	129,439	$	182.45