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): NOVEMBER 3, 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 November 3, 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 website 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.

99.1	Investor Relations Slide Show in use beginning November 3, 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)
By:	/s/ Dale E. Redman
	Dale E. Redman
	Chief Financial Officer and Duly Authorized Officer

DATE: November 3, 2009

4

Exhibit Index

Exhibit No.	Description
99.1	Investor Relations Slide Show in use beginning November 3, 2009
99.2	Reconciliations of Non-GAAP Financial Measures to GAAP Financial Measures

5

EX-99.1

November 2009

www.amedisys.com

NASDAQ: AMED

Exhibit 99.1

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.

2

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.

3

Our Strategy

Clinical Excellence

Focus on outcomes

Develop and deploy specialized programs for chronic

diseases and conditions

Expand care coordination platform

Growth

Focus on chronic co-morbid patients

Large, growing and highly fragmented market

Internal growth/start-ups

Acquisitions

Efficiency

Proven operating model supported by sophisticated

technology system

Leverage cost-efficient platform

Experienced management team

4

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

5

2

Corporate Overview

Founded in 1982, publicly listed

1994

569 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 September 30, 2009

2

Provided as of the date of our Form 8-K filed with the Securities and Exchange Commission on July 28, 2009, reaffirmed in 8-K dated October 27, 2009.

.

Stats

16,100 employees

Daily visits = 23,500

8,600,000 visits projected in 2009

2009 revenue guidance = $1.5

billion

Revenue Mix

1

6

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

•

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

7

8

Our Locations

National home nursing provider located in 38 states, the District of Columbia and

Puerto Rico.  Largest provider in the Southern and Southeastern United States.

508 home nursing

locations*

61 hospice locations*

*As of September 30, 2009

9

Source: CBO's

March 2009 Baseline: MEDICARE

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

Home Nursing Market

Source:

CMS

Oscar

data

books

and

Medpac

reports

10

11

1

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

Increased prevalence of chronic and co-morbid conditions

1

Source: United States Census Bureau

12

Internal Growth

Internal revenue growth of 18% for Q3 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

170 start-ups in pipeline, 80

incurring expenses

* Reported numbers are for home health start-ups

Yearly Start-Ups*

13

Acquisition Strategy

Reported Purchase Price

$17.8M

$120.5M

$478.1M

$39.9M

Number of Deals

8

9

10

6

5

14

Investments in Technology

15

16

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

17

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 final ruling

Market basket increase of 2.0%

Negative 2.75% case mix creep adjustment

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

payment increase of 2.5%

18

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

19

20

1

Summary Financial Results

($ in millions, except per share data)

2007

2008

Q308

Q309

Net revenue

$697.9

$1,187.4

$321.6

$388.3

Period-over-period growth

29.0%

70.1%

77.8%

20.7%

Gross margin

368.9

624.8

170.4

204.6

Percent of revenue

52.9%

52.6%

53.0%

52.7%

CFFO

93.1

150.7

29.3

88.6

Adjusted EBITDA

109.8

181.4

50.4

69.1

Percent of revenue

15.7%

15.3%

15.7%

17.8%

Adjusted Fully-diluted EPS

$2.32

$3.31

$0.89

$1.29

2

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. 

21

2007

2008

3Q08

3Q09

Agencies at period end

354

528

505

569

Period-over-period growth

28.7%

49.2%

48.1%

12.7%

Total visits

4,302,830

7,004,200

1,879,573

2,236,590

Period-over-period growth

25.2%

62.8%

70.4%

19.0%

Episodic-based admissions

129,649

199,371

53,203

57,767

Period-over-period growth

19.9%

53.8%

62.8%

8.6%

Episodic-based completed

episodes

219,855

353,076

94,986

105,107

Period-over-period growth

27.1%

60.6%

69.7%

10.7%

Episodic-based revenue per

episode

$2,660

$2,854

$2,868

$3,189

Period-over-period growth

1.0%

7.3%

7.3%

11.2%

Summary Performance Results

22

Dec. 31, 2008

Sep. 30, 2009

Assets

Cash

$        2.8

$       45.2

Accounts Receivable, Net

175.7

141.0

Property and Equipment

79.3

87.0

Goodwill

733.9

765.1

Other

78.5

92.6

Total Assets

$ 1,070.2

$ 1,130.9

Liabilities and Equity

Debt

$    328.5

$    223.2

All Other Liabilities

179.6

221.6

Equity

562.1

686.1

Total Liabilities and Equity

$ 1,070.2

$ 1,130.9

Leverage Ratio

1.6x

0.9 x

Summary Balance Sheet

($ in millions)

23

47.7

43.7

53.3

46.8

39.1

39.6

43.3

45.2

45.0

46.8

51.0

47.2

40.4

36.9

33.2

20.0

25.0

30.0

35.0

40.0

45.0

50.0

55.0

3/31/06

6/30/06

9/30/06

12/31/06

3/31/07

6/30/07

9/30/07

12/31/07

3/31/08

6/30/08

9/30/08

12/31/08

3/31/09

6/30/09

9/30/09

DSO -

Net

(2)

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.

(1)

24

Liquidity

Available line of credit (LOC): 9/30/09

=

$239m

2009 Estimated CFFO -

Cap Ex -

Required Debt Pay   =

$180m

25

Summary

Strong revenue growth

EPS growth of greater than 20% for six consecutive years

Stable margins

Low leverage

Strong cash flow from operations

26

Guidance

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 8-K dated October 27, 2009.

Calendar Year 2009

Net revenue:

$1.475 -

$1.500 billion

EPS:

$4.75 -

$4.90

Diluted shares:

27.8

million

2

1

High Quality Health Care

Source: OCS Corporate Comparative Report

Period: 1/1/08 –

9/30/08

27

28

Higher Acuity Level Patients

Source: OCS BBI Reporter Corporate Comparative Report          

Date Range:   2005-2007

Case Mix

High Quality Outcomes

Outcomes –

March 2009

Amedisys

vs. Nation

*

Lower % is better

Source: www.medicare.gov

Exceeded or met 9 out of 12 outcomes vs. nation

29

30

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 308 locations through

September 2009

31

Marwood Group Report

Reviewed Amedisys procedures, corporate compliance

processes, controls, clinical infrastructure, technology

offerings and future strategies.

Compared against three other publicly traded home health

companies and 14 large, private non-hospital home health

companies.

Amedisys ranked highest compared to publicly traded

companies

Overall score of 84.6% compared to average score of

76.9%

32

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 MEASURE TO GAAP FINANCIAL STATEMENTS

(Amounts in thousands)

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

	For the twelve-month period ended December 31,					For the three-month periods ended September 30,
	2007			2008		2008		2009
Net income attributable to Amedisys, Inc.	$	65,113		$	86,682	$	23,493	$	35,940
Add:
Provision for income taxes		38,298			54,714		15,144		23,033
Interest expense (income), net		(3,150	)		15,600		4,833		2,654
Depreciation and amortization		13,749			20,406		5,885		7,481
EBITDA (1)	$	114,010		$	177,402	$	49,355	$	69,108
Add:
Certain TLC acquisition costs (2)		—			3,991		1,072		—
Less:
Alliance (3)		(4,212	)		—		—		—
Adjusted EBITDA (4)	$	109,798		$	181,393	$	50,427	$	69,108
Adjusted Diluted Earnings Per Share Reconciliation
	For the twelve-month period ended December 31,					For the three-month periods ended September 30,
	2007			2008		2008		2009
Diluted earnings per share	$	2.48		$	3.22	$	0.87	$	1.29
Add:
Certain TLC acquisition costs (2)		—			0.09		0.02		—
Less:
Alliance (3)		(0.16	)		—		—		—
Adjusted diluted earnings per share (5)	$	2.32		$	3.31	$	0.89	$	1.29

(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 amount to $1.1 million ($0.7 million, net of income tax) or $0.02 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 September 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.