8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 9, 2009

Commission File Number: 0-24260

AMEDISYS, INC.

(Exact Name of Registrant as specified in its Charter)

Delaware	11-3131700
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5959 S. Sherwood Forest Blvd., Baton Rouge, LA 70816

(Address of principal executive offices, including zip code)

(225) 292-2031 or (800) 467-2662

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 7 – Regulation FD

Item 7.01.     Regulation FD Disclosure

On September 9, 2009, representatives of Amedisys, Inc. (the “Company”) began making presentations at investor conferences using slides containing the information attached to this Current Report on Form 8-K as Exhibit 99.1. The Company expects to use these slides, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others during 2009.

By filing this report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

The investor presentation slides include financial information not prepared in accordance with generally accepted accounting principles (“Non-GAAP Financial Measures”).

A reconciliation of the Non-GAAP Financial Measures included in the slides to financial information prepared in accordance with generally accepted accounting principles (“GAAP”), as required by Regulation G, appears as Exhibit 99.2 to this Current Report on Form 8-K

The Company is providing disclosure of the reconciliation of reported Non-GAAP Financial Measures used in the investor presentation slides, among other places, to its comparable financial measures on a GAAP basis. The Company believes that the Non-GAAP Financial Measures provide investors the ability to evaluate financial performance in a way that is comparable to measures reported by other home nursing companies.

The information contained in the slides is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that it may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

In accordance with General Instruction B.2 of this Current Report on Form 8-K, the information presented herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended, except as previously set forth by specific reference in such a filing.

Use of our Website to Distribute Material Company Information

Our company website address is www.amedisys.com, which we use as a channel of distribution for important company information. Important information, including press releases, analyst presentations and financial, clinical, compliance and other information regarding our company is routinely posted on and accessible on the “Investor Relations” subpage of our website, which is accessible by clicking on the tab labeled “Investors” on our website home page. We also use our website to expedite public access to time-critical information regarding our company in advance of or in lieu of distributing a press release or a filing with the SEC disclosing the same information. Therefore, investors should look to the “Investor Relations” subpage of our web site for important and time-critical information. Visitors to our website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the “Investor Relations” subpage of our website.

Certain Forward-Looking Statements

When included in this press release, words like “believes,” “belief,” “expects,” “plans,” “anticipates,” “intends,” “projects,” “estimates,” “may,” “might,” “would,” “should” and similar expressions are intended to identify forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a variety of risks and uncertainties that could cause actual results to differ materially from those described therein. These risks and uncertainties include, but are not limited to the following: changes in Medicare and other medical payment levels, our ability to open agencies, acquire additional agencies and integrate and operate these agencies effectively, changes in or our failure to comply with existing Federal and State laws or regulations or the inability to comply with new government regulations on a timely basis, competition in the home health industry, changes in the case mix of patients and payment methodologies, changes in estimates and judgments associated with critical accounting policies, our ability to maintain or establish new patient referral sources, our ability to attract and retain qualified personnel, changes in payments and covered services due to the economic downturn and deficit spending by Federal and state governments, future cost containment initiatives undertaken by third-party payors, our access to financing due to the volatility and disruption of the capital and credit markets, our ability to meet debt service requirements and comply with covenants in debt agreements, business disruptions due to natural disasters or acts of terrorism, our ability to integrate and manage our information systems and various other matters, many of which are beyond our control.

2

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on any forward-looking statement as a prediction of future events. We expressly disclaim any obligation or undertaking and we do not intend to release publicly any updates or changes in our expectations concerning the forward-looking statements or any changes in events, conditions or circumstances upon which any forward-looking statement may be based, except as required by law.

Section 9 – Financial Statements and Exhibits

Item 9.01.     Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Investor Relations Slide Show in use beginning September 9, 2009
99.2	Reconciliations of Non-GAAP Financial Measures to GAAP Financial Measures

3

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMEDISYS, INC. (Registrant)
Date: September 9, 2009	By:	/s/ Dale E. Redman
		Dale E. Redman
		Chief Financial Officer and Duly Authorized Officer

4

Exhibit Index

Exhibit No.	Description
99.1	Investor Relations Slide Show in use beginning September 9, 2009
99.2	Reconciliations of Non-GAAP Financial Measures to GAAP Financial Measures

5

EX-99.1

September 2009

www.amedisys.com

NASDAQ: AMED

Exhibit 99.1

Forward-Looking Statements

This presentation may include forward-looking statements as defined by the

Private Securities Litigation Reform Act of 1995. These forward-looking

statements are based upon current expectations and assumptions about

our business that are subject to a variety of risks and uncertainties that

could cause actual results to differ materially from those described in this

presentation. You should not rely on forward-looking statements as a

prediction of future events. Additional information regarding factors that

could cause actual results to differ materially from those discussed in any

forward-looking statements are described in reports and registration

statements we file with the SEC, including our Annual Report on Form

10-K and subsequent Quarterly Reports on Form 10-Q and Current Reports

on Form 8-K, copies of which are available on the Amedisys

internet

website http://www.amedisys.com

or by contacting the Amedisys

Investor

Relations department at (800) 467-2662. We disclaim any obligation to

update any forward-looking statements or any changes in events, conditions

or circumstances upon which any forward-looking statement may be based

except as required by law.

Important Website Information

We encourage everyone to visit the Investors Section of our

website at www.amedisys.com, where we have posted additional

important information such as press releases, profiles concerning

our business and clinical operations and control processes, and

SEC filings. We intend to use our website to expedite public access

to time-critical information regarding the Company in advance of or

in lieu of distributing a press release or a filing with the SEC

disclosing the same information.

Our Strategy

Growth

Focus on chronic co-morbid patients

Large, growing and highly fragmented market

Internal growth/start-ups

Acquisitions

Clinical Excellence

Focus on outcomes

Develop and deploy specialized programs for chronic

diseases and conditions

Expand care coordination platform

Efficiency

Proven operating model supported by sophisticated

technology system

Leverage cost-efficient platform

Experienced management team

William F. Borne

Chairman and Chief Executive Officer

CEO since founding the Company in 1982

Dale E. Redman, CPA

Chief Financial Officer

Joined

Amedisys

in

February

2007

Jeffrey Jeter

Chief Compliance Officer

Joined

Amedisys

in

2001

Michael O. Fleming, MD

Chief Medical Officer

Joined

Amedisys

in

2009

Management Team

Corporate Overview

1

Founded in 1982, publicly listed

1994

549 locations in 38 states

Leading provider of home health

services

Services include skilled

nursing and therapy services

95% of home health revenue is

episodic based (both Medicare &

non-Medicare)

1

For the quarter ended June 30, 2009

2

Forecasted 2009 annual results as of July 28, 2009, reaffirmed in press release dated September 4, 2009.

Revenue Mix

Stats

15,300 employees

Daily visits = 23,000

8,400,000 visits projected in 2009

2009 revenue guidance = $1.5

billion

2

Patient Overview

Average patient is 82 years old

Higher acuity patient

Patient is taking an average of 13

medications

15 medications for greater than

two episodes

0

20,000

40,000

60,000

80,000

100,000

120,000

140,000

1-60

61-120

121-180

181-240

241-300

301-360

361-420

421-480

481-540

541-600

129,411

33,808

12,828

6,691

3,815

2,426

1,657

1,190

853

599

2008 Patients by Service Days

•

85% receive care/

discharged within 2

episodes

•

10% received care within

4 episodes

•

5% -

Chronic Subset

Days

Patients

Percentage

1-60

129,411

66.96%

61-120

33,808

17.49%

121-180

12,828

6.64%

181-240

6,691

3.46%

241-300

3,815

1.97%

301-360

2,426

1.25%

361-420

1,657

0.86%

421-480

1,190

0.62%

481-540

853

0.44%

541-600

599

0.31%

Total

193,278

100.00%

Patient Length of Stay

Our Locations

National home health and hospice provider located in 38 states, the District of

Columbia and Puerto Rico.  Largest provider in the Southern and Southeastern

United States.

498 home nursing

locations*

51 hospice locations*

*As of June 30, 2009

$27.9

$30.4

$32.2

$34.9

$38.1

$41.6

$45.2

$49.2

$53.7

$58.8

$64.2

$69.5

$-

$10.0

$20.0

$30.0

$40.0

$50.0

$60.0

$70.0

$80.0

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

Medicare Home Health and Hospice Revenue

Medicare Revenue Market Size

2008: Medicare spending

for home health reached

$16.5 billion and hospice

was $11.4 billion, giving a

combined total of $27.9

billion

2019: Home health will

contribute $47.9 billion

and hospice $21.6 billion

of the projected $69.5

billion

$ in billions

Source: CBO's

March 2009 Baseline: MEDICARE

6,878

7,223

7,710

8,218

8,868

9,284

9,824

-

2,000

4,000

6,000

8,000

10,000

12,000

2002

2003

2004

2005

2006

2007

2008

Medicare Certified Home Health

Provider Numbers

Home Health Market

Source:

CMS

Oscar

data

books

and

Medpac

reports

Industry Growth Drivers

Trend from inpatient to home-based care:

Patient preference

Payor

incentives

Technology advancements

Demographics –

aging population

8,000 Americans will become Medicare eligible each day

beginning in 2011 and by 2030, 57.8 million baby

boomers will be eligible for Medicare benefits

1

Increased prevalence of chronic and co-morbid conditions

1

Source: United States Census Bureau

Internal Growth

Internal revenue growth of 19% for Q2 2009

Internal growth driven by:

Overall industry growth

Increase in episodic-based admissions

•

Focus on start-ups

Increase in episodic-based recertifications

•

Higher acuity levels and co-morbidities, requiring

more intensive services

Increase in episodic-based revenue per episode

•

Continued deployment of therapy intensive specialty

programs

Start-Up Strategy

Home health start-ups

typically generate $1.5 -

$2.0

million in run-rate revenue

by the end of their second

year of operations

~ 18 months to recoup the

$250,000 -

$350,000

investment

40 home health and 5

hospice start-ups projected

in 2009

* Reported numbers are for home health start-ups

Acquisition Strategy

High Quality Health Care

Source: OCS Corporate Comparative Report

Period: 1/1/08 –

9/30/08

Higher Acuity Level Patients

Source: OCS BBI Reporter Corporate Comparative Report          

Date Range:   2005-2007

Case Mix

High Quality Outcomes

Outcomes –

December 2008

Amedisys

vs. Nation

High Quality Health Care

Care Management

13 disease management programs

70 clinical tracks

Specialty Division

Balanced For Life first program in

division

Serves higher acuity patients

Rolled out to 278 locations through June

2009

Investments in Technology

Comprehensive Compliance Program

Local Level

•

Point of care system

enhances clinical

documentation accuracy

with real-time assessment

input

•

Clinical nurse review of

assessments

•

Physician review/approval

•

Standardized care plans

•

Weekly case conferences

•

Monthly audits

•

End of episode case review

Regional Level

Corporate Level

•

Unannounced

compliance & billing

audits

•

Regional directors

monitor compliance

status and resolve errors

•

Real-time monitoring

capability of local level

activity via Point of Care

system

•

Compliance training for all

employees

•

Compliance concerns hotline

•

Compliance review of metric

variances

•

Compliance manager site

visits

•

Semi-annual

clinical/compliance reviews

•

Annual Sarbanes-Oxley audit

•

Annual billing competency

testing

http://www.amedisys.com/pdf/Compliance3/Compliance_Controls.pdf

Medicare Reimbursement

2008 CMS issued reimbursement changes

Expands HHRG’s

from 80 to 153

More integrated reimbursement for therapy

Allocation of more dollars to later episodes

2009 Changes

Market basket increase of 2.9%

Increase offset by 2.75% case mix creep adjustment

No rural add-on payment

2010 CMS Proposals

Market basket increase of 2.2%

Negative 2.75% case mix creep adjustment

10% cap on outlier payments per agency, offset by base         

payment increase of 2.5%

Additional negative 1.8% case mix creep adjustment to be

implemented in 2010 or 2011

Possibility of acceleration of 2011 2.71% case mix creep    

adjustment to 2010

Strong revenue growth

EPS growth of greater than 20% for six consecutive years

Stable margins

Low leverage

Strong cash flow from operations

Financial Highlights

Financial Highlights

Revenue and EPS

Summary Financial Results

($ in millions, except per share data)

2007

2008

Q208

Q209

Net revenue

$697.9

$1,187.4

$312.7

$377.9

Period-over-period growth

29.0%

70.1%

84.5%

20.9%

Gross margin

368.9

624.8

163.9

199.5

Percent of revenue

52.9%

52.6%

52.4%

52.8%

CFFO

93.1

150.7

31.8

75.8

Adjusted EBITDA

1

109.8

181.4

47.0

67.4

Percent of revenue

15.7%

15.3%

15.0%

17.8%

Adjusted fully-diluted EPS

2

$2.32

$3.31

$0.82

$1.27

1

Adjusted EBITDA is defined as net income attributable to Amedisys, Inc. before provision for income taxes, net interest (income) expense, and depreciation and amortization plus

certain

TLC

integration

costs

and

less

the

Alliance

gain.

Adjusted

EBITDA

should

not

be

considered

as

an

alternative

to,

or

more

meaningful

than,

income

before

income

taxes,

cash

flow from operating activities, or other traditional indicators of operating performance. This calculation of adjusted EBITDA may not be comparable to a similarly titled measure reported

by other companies, since not all companies calculate this non-GAAP financial measure in the same manner.

2

Adjusted diluted earnings per share is defined as diluted earnings per share plus the earnings per share effect of certain TLC acquisition costs and less the earnings per share effect of

the Alliance gain. Adjusted diluted earnings per share should not be considered as an alternative to, or more meaningful than, income before income taxes, cash flow from operating

activities, or other traditional indicators of operating performance. This calculation of adjusted diluted earnings per share may not be comparable to a similarly titled measure reported by

other companies, since not all companies calculate this non-GAAP financial measure in the same manner.

2007

2008

2Q08

2Q09

Agencies at period end

354

528

498

549

Period-over-period growth

28.7%

49.2%

59.1%

10.2%

Total visits

4,302,830

7,004,200

1,852,263

2,185,515

Period-over-period growth

25.2%

62.8%

76.6%

18.0%

Episodic-based admissions

129,649

199,371

53,561

58,209

Period-over-period growth

19.9%

53.8%

70.7%

8.7%

Episodic-based completed

episodes

219,855

353,076

94,203

102,209

Period-over-period growth

27.1%

60.6%

74.6%

8.5%

Episodic-based revenue per

episode

$2,660

$2,854

$2,841

$3,166

Period-over-period growth

1.0%

7.3%

6.6%

11.4%

Summary Performance Results

Dec. 31, 2008

Jun. 30, 2009

Assets

Cash

$        2.8

$       0.9

Accounts Receivable, Net

175.7

154.3

Property and Equipment

79.3

82.6

Goodwill

733.9

749.2

Other

78.5

96.4

Total Assets

$ 1,070.2

$ 1,083.4

Liabilities and Equity

Debt

$    328.5

$    241.7

All Other Liabilities

179.6

198.9

Equity

562.1

642.8

Total Liabilities and Equity

$ 1,070.2

$ 1,083.4

Leverage Ratio

1.6x

1.0 x

Summary Balance Sheet

($ in millions)

Days Revenue Outstanding (DSO)

(1)

Our calculation of days revenue outstanding, net at March 31, 2008 is derived by dividing our ending net patient accounts receivable (i.e. net of estimated revenue adjustments, allowance for doubtful

accounts and excluding the patient accounts receivable assumed in the TLC Health Care Services, Inc. (“TLC”) and Family Home Health Care, Inc. & Comprehensive Home Healthcare Services, Inc.

(“HMA”) acquisitions) by our average daily net patient revenue, excluding the results of TLC and HMA for the three-month period ended March 31, 2008.

(2)

Our calculation of days revenue outstanding, net is derived by dividing our ending net patient accounts receivable (i.e. net of estimated revenue adjustments and allowance for doubtful accounts) by our

average daily net patient revenue for the three-month period.

Liquidity

Available line of credit (LOC): 6/30/09

=

$228m

2009 Estimated CFFO -

Cap Ex -

Required Debt Pay   =

$185m

Summary

Strong revenue growth

EPS growth of greater than 20% for six consecutive years

Stable margins

Low leverage

Strong cash flow from operations

Guidance

1

1

Guidance excludes the effects of future acquisitions, if they are made.

2

Provided as of the date of our Form 8-K filed with the Securities and Exchange Commission on July 28, 2009, reaffirmed in press release dated

September 4, 2009.

Calendar Year 2009

2

Net revenue:

$1.475 -

$1.500 billion

EPS:

$4.75 -

$4.90

Diluted shares:

27.8

million

Contact Information

Kevin B. LeBlanc

Director of Investor Relations

Amedisys, Inc.

5959 S. Sherwood Forest Boulevard

Baton Rouge, LA 70816

Office –

225.292.2031

Fax –

225.295.9653

kleblanc@amedisys.com

We encourage everyone to visit the Investors section on our website at www.amedisys.com, where we

have posted additional important information such as press releases, profiles concerning our business and

clinical operations and control processes, and SEC filings. We intend to use our website to expedite public

access to time-critical information regarding the Company in advance of or in lieu of distributing a press

release or a filing with the SEC disclosing the same information.

EX-99.2

Exhibit 99.2

AMEDISYS, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL STATEMENTS

(Amounts in thousands)

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA

	For the twelve- month periods ended December 31,					For the three-month periods ended June 30,
	2007			2008		2008		2009
Net income attributable to Amedisys, Inc.	$	65,113		$	86,682	$	20,384	$	35,083
Add:
Provision for income taxes		38,298			54,714		13,337		22,455
Interest expense (income), net		(3,150	)		15,600		5,178		2,906
Depreciation and amortization		13,749			20,406		5,419		6,919
EBITDA (1)	$	114,010		$	177,402	$	44,318	$	67,363
Add:
Certain TLC acquisition costs (2)		—			3,991		2,671		—
Less:
Alliance (3)		(4,212	)		—		—		—
Adjusted EBITDA (4)	$	109,798		$	181,393	$	46,989	$	67,363
Adjusted Diluted Earnings Per Share Reconciliation
	For the twelve- month periods ended December 31,					For the three-month periods ended June 30,
	2007			2008		2008		2009
Diluted earnings per share	$	2.48		$	3.22	$	0.76	$	1.27
Add:
Certain TLC acquisition costs (2)		—			0.09		0.06		—
Less:
Alliance (3)		(0.16	)		—		—		—
Adjusted diluted earnings per share (5)	$	2.32		$	3.31	$	0.82	$	1.27

(1) EBITDA is defined as net income attributable to Amedisys, Inc. before provision for income taxes, net interest (income) expense, and depreciation and amortization. EBITDA should not be considered as an alternative to, or more meaningful than, income before income taxes, cash flow from operating activities, or other traditional indicators of operating performance. This calculation of EBITDA may not be comparable to a similarly titled measure reported by other companies, since not all companies calculate this non-GAAP financial measure in the same manner.

(2) Certain TLC integration costs incurred primarily for the payment of severances for TLC employees and for the conversion of the acquired TLC agencies to our operating systems including our Point of Care network. These costs amounted to $2.7 million ($1.6 million, net of income tax) or $0.06 per diluted share and $4.0 million ($2.4 million, net of income tax) or $0.09 per diluted share for the three-month period ended June 30, 2008 and the twelve-month period ended December 31, 2008, respectively.

(3) Alliance Home Health, Inc. (“Alliance”), a wholly owned subsidiary of ours, filed for Chapter 7 federal bankruptcy proceedings in September 2000. That case is now concluded. As a result, the remaining $4.2 million liabilities of Alliance were extinguished and we are not liable for any of these obligations. The discharge of the liabilities resulted in a non-taxable event. The Alliance gain amounted to $0.16 per diluted share for the twelve-month period ended December 31, 2007.

(4) Adjusted EBITDA is defined as net income attributable to Amedisys, Inc. before provision for income taxes, net interest (income) expense, and depreciation and amortization plus certain TLC integration costs and less the Alliance gain. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, income before income taxes, cash flow from operating activities, or other traditional indicators of operating performance. This calculation of adjusted EBITDA may not be comparable to a similarly titled measure reported by other companies, since not all companies calculate this non-GAAP financial measure in the same manner.

(5) Adjusted diluted earnings per share is defined as diluted earnings per share plus the earnings per share effect of certain TLC acquisition costs and less the earnings per share effect of the Alliance gain. Adjusted diluted earnings per share should not be considered as an alternative to, or more meaningful than, income before income taxes, cash flow from operating activities, or other traditional indicators of operating performance. This calculation of adjusted diluted earnings per share may not be comparable to a similarly titled measure reported by other companies, since not all companies calculate this non-GAAP financial measure in the same manner.