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): MAY 4, 2010

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 May 4, 2010, 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 2010.

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. We use our website as a channel of distribution for important company information. Important information, including press releases, analyst presentations and financial 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

2

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.

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 May 4, 2010
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: May 4, 2010

4

Exhibit Index

Exhibit No.	Description
99.1	Investor Relations Slide Show in use beginning May 4, 2010
99.2	Reconciliations of Non-GAAP Financial Measures to GAAP Financial Measures

5

EX-99.1

May 2010

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

Michael D. Snow

Chief Operating Officer

Joined

Amedisys

in

February

2010

Tim Barfield

Chief Development Officer

Joined Amedisys

in January 2010

Dale E. Redman, CPA

Chief Financial Officer

Joined Amedisys

in 2007

Management Team

Jeffrey D. Jeter

Chief Compliance Officer

Joined Amedisys

in 2001

Michael O. Fleming, MD

Chief Medical Officer

Joined Amedisys

in 2009

G. Patrick Thompson

Chief Information Officer

Joined Amedisys

in January 2010

David R. Bucey

General Counsel and Secretary

Joined Amedisys

in 2008

5

92%

8%

Home Health

Hospice

Corporate Overview¹

Founded in 1982, publicly listed

1994

600 locations in 42 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 March 31, 2010

2

Provided as of the date of our Form 8-K filed with the Securities and Exchange Commission on April 27,

2010.

.

Revenue Mix

Stats

17,200

employees

Daily visits = 30,000

9.1 million visits run rate in 2010

2010 revenue guidance = $1.750 billion²

6

Patient Overview

Average patient is 83 years old

Higher acuity patient

Patient is taking an average of 13

medications

–

15 medications for greater than

two episodes

7

•

84% receive care/

discharged within 2

episodes

•

11% received care within

3

rd

and 4

th

episodes

•

5% -

Chronic Subset

Patient Length of Stay

Days

Patients

Percentage

1-60

140,714

66.74%

61-120

39,788

17.75%

121-180

15,386

7.07%

181-240

7,608

3.97%

241-300

4,271

2.12%

301-360

2,590

1.18%

361-420

1,795

0.64%

421-480

1,275

0.34%

481-540

967

0.15%

541-600

687

0.03%

Grand Total

215,081

100.0%

2009 Patients by Service Days

8

Our Locations

National home nursing provider located in 42 states, the District of Columbia and

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

–

532 home nursing

locations*

–

68 hospice locations*

*As of March 31, 2010

9

$17.8

$19.0

$20.7

$22.7

$25.1

$27.1

$28.9

$30.4

$32.2

$34.9

$37.6

$-

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

$35.0

$40.0

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

Medicare Home Health Adjusted Revenue

Medicare Revenue Market Size

2009: Medicare spending for home health estimated at  $17.8 billion

2019: Medicare spending for home health will reach $37.6 billion

Source: CBO's

March 2009 Baseline: MEDICARE, offset by cuts in Health Care Reform Bills.

10

6,878

7,223

7,710

8,218

8,868

9,284

9,824

10,581

-

2,000

4,000

6,000

8,000

10,000

12,000

2002

2003

2004

2005

2006

2007

2008

2009

Medicare Certified Home Health

Provider Numbers

Home Nursing Market

Source:

National

Association

for

Home

Care

&

Hospice

and

Medpac

reports

11

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

1

12

Internal Growth

Internal revenue growth of 17% for Q1 2010

Internal growth driven by:

–

Overall industry growth

–

Increase in episodic-based admissions

•

Focus on start-ups

–

Increase in episodic-based revenue per episode

•

Continued deployment of therapy intensive specialty

programs

•

Increase in base rate of 1.8% effective January 1,

2010

•

3% rural add-on effective April 1, 2010

13

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 to 30 months to recoup

the $300,000 -

$500,000

investment

50 home health and 5

hospice start-ups projected

in 2010

150 start-ups in pipeline, 62

incurring expenses

* Reported numbers are for home health start-ups

Yearly Start-Ups*

14

Acquisition Strategy

Reported Purchase Price

$148.6M

$17.8M

$120.5M

$478.1M

$63.0M

$2.5 M

Number of Deals

8

9

10

6

6

1

15

Higher Acuity Level Patients

Source: OCS BBI Reporter Corporate Comparative Report   

Date Range:   2008-2009

Case Mix Weight

16

High Quality Outcomes

Outcomes –

December 2009

Amedisys

vs. Nation

*

Lower % is better

Source: www.medicare.gov

Exceeded or met 9 out of 12 outcomes vs. nation

17

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 355 locations through

March 2010

–

Piloting Behavioral Health program

18

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%

19

Investments in Technology

20

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

21

Medicare Reimbursement

2010 Changes

–

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%

–

3% rural add-on effective April 1, 2010

2011 Changes

–

Market basket update

–

Negative 1.0% adjustment to market basket

–

Negative 2.71% case mix creep adjustment

–

Anticipate negative 2.5%, due to elimination of 2010 increase  

of the 10% cap on outlier payments per agency            

2012 Changes

–

Market basket update

–

Negative 1.0% adjustment to market basket

22

Strong revenue growth

EPS growth of greater than 20% for seven consecutive years

Stable margins

Low leverage

Strong cash flow from operations

Financial Highlights

23

Financial Highlights

Revenue and EPS

24

Summary Financial Results

($ in millions, except per share data)

2008

2009

1Q09

1Q10

Net revenue

$1,187.4

$1,513.5

$341.8

$413.0

Period-over-period growth

70.1%

27.5%

60.4%

20.8%

Gross margin

624.8

789.0

176.8

208.9

Percent of revenue

52.6%

52.1%

51.7%

50.6%

CFFO

150.7

247.7

54.5

71.0

Adjusted EBITDA¹

181.4

261.8

54.0

70.7

Percent of revenue

15.3%

17.3%

15.8%

17.1%

Adjusted Fully-diluted EPS²

$3.31

$4.89

$0.99

$1.29

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. 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. 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.

25

2008

2009

1Q09

1Q10

Agencies at period end

528

586

540

600

Period-over-period growth

49.2%

11.0%

12.5%

11.1%

Total visits

7,004,200

8,702,146

2,018,920

2,299,325

Period-over-period growth

62.8%

24.2%

57.6%

13.9%

Episodic-based admissions

199,371

231,782

56,112

65,278

Period-over-period growth

53.8%

16.3%

44.4%

16.3%

Episodic-based completed

episodes

353,076

411,975

96,299

105,096

Period-over-period growth

60.6%

16.7%

47.5%

9.1%

Episodic-based revenue per

episode

$2,854

$3,166

$3,033

$3,282

Period-over-period growth

7.3%

10.9%

13.5%

8.2%

Summary Performance Results

26

Dec. 31, 2009

Mar. 31, 2010

Assets

Cash

$      34.5

$      82.0

Accounts Receivable, Net

150.3

150.6

Property and Equipment

91.9

95.4

Goodwill

786.9

789.1

Other

108.8

105.3

Total Assets

$ 1,172.4

$ 1,222.4

Liabilities and Equity

Debt

$    215.2

$    203.4

All Other Liabilities

220.9

234.6

Equity

736.3

784.4

Total Liabilities and Equity

$ 1,172.4

$ 1,222.4

Leverage Ratio

0.8x

0.7x

Summary Balance Sheet

($ in millions)

27

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

33.9

32.6

25.0

30.0

35.0

40.0

45.0

50.0

55.0

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)

28

Liquidity

Available line of credit (LOC): 3/31/10

=

$235m

2010 Estimated CFFO -

Cap Ex -

Required Debt Pay   =

$160m

29

Summary

Strong revenue growth

EPS growth of greater than 20% for seven consecutive

years

Stable margins

Low leverage

Strong cash flow from operations

30

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 April 27,

2010.

Calendar Year 2010

Net revenue:

$1.700 -

$1.750 billion

EPS:

$5.50 -

$5.70

Diluted shares:

28.8

million

2

31

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 years ended December 31,				For the three-month periods ended March 31,
	2008		2009		2009		2010
Net income attributable to Amedisys, Inc.	$	86,682	$	135,837	$	27,022	$	36,646
Add:
Provision for income taxes		54,743		86,171		17,286		23,547
Interest expense, net		15,600		11,457		3,374		2,326
Depreciation and amortization		20,406		28,312		6,282		8,186
EBITDA (1)	$	177,431	$	261,777	$	53,964	$	70,705
Add:
Certain TLC acquisition costs (2)		3,991		—		—		—
Adjusted EBITDA (3)	$	181,422	$	261,777	$	53,964	$	70,705
Adjusted Diluted Earnings Per Share Reconciliation
	For the years ended December 31,				For the three-month periods ended March 31,
	2008		2009		2009		2010
Diluted earnings per share	$	3.22	$	4.89	$	0.99	$	1.29
Add:
Certain TLC acquisition costs (2)		0.09		—		—		—
Adjusted diluted earnings per share (4)	$	3.31	$	4.89	$	0.99	$	1.29

(1) EBITDA is defined as net income attributable to Amedisys, Inc. before provision for income taxes, net interest 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 $4.0 million ($2.4 million, net of income tax) or $0.09 per diluted share for the twelve-month period ended December 31, 2008.

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

(4) Adjusted diluted earnings per share is defined as diluted earnings per share plus the earnings per share effect of certain TLC acquisition costs. 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.