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 3, 2011

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 3, 2011, 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 2011.

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 agreements, business disruptions due to natural disasters or acts of terrorism, our ability to integrate and manage our information

2

systems, changes in or developments with respect to any litigation or investigations relating to the Company, including the United States Senate Committee on Finance inquiry, the SEC investigation and the U.S. Department of Justice Civil Investigative Demand 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 3, 2011

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 3, 2011

4

Exhibit Index

Exhibit No.	Description
99.1	Investor Relations Slide Show in use beginning May 3, 2011
99.2	Reconciliations of Non-GAAP Financial Measures to GAAP Financial Measures

5

EX-99.1

Investor Presentation

Leading Home Health Care & Hospice

May 2011

Exhibit 99.1

Leading Home Health & Hospice

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

www.amedisys.com

NASDAQ: AMED

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.

Leading Home Health & Hospice

Company

overview

1

3

•

Founded in 1982, publicly listed 1994

•

558 locations in 45 states

•

Leading provider of home health services

-

Services include skilled nursing and therapy

services

•

Growing hospice business

•

94% of Home Health revenue is episodic

based (both Medicare & non-Medicare)

16,100 employees

Home Health Division:

-Total admits. and recerts. in 1Q11 ~ 106,000

-8.5 million visits run rate in 2011

Hospice Division:

-

Average daily census = 3,153

-

Average length of stay = 88 days

2011 revenue

guidance

=

$1.60

-

$1.65

billion

Stats

2

89%

11%

Home Health

Hospice

Revenue Mix

1

For the quarter ended March 31, 2011

2

Provided as of the date of our Form 8-K filed with the Securities and Exchange Commission on April 26, 2011.

Leading Home Health & Hospice

Management team

William F. Borne, Chairman and CEO

Founder and CEO since 1982

28 years leading the industry

Michael D. Snow, Chief Operating Officer

30 years leading health care operations

Wellmont, HealthSouth, HCA

Tim Barfield, Chief Development Officer

15 years of corporate development experience

Gov. Bobby Jindal, Vinson & Elkins, The Shaw Group

Dale E. Redman, CPA, Chief Financial Officer

34 years of senior level financial experience

Winward Capital, United Companies Financial

4

Jeffrey D. Jeter, Chief Compliance Officer

14 years of health care law and compliance expertise

Former Medicaid prosecutor,  LA AG for DOJ

Michael O. Fleming, Chief Medical Officer

29 years as a family physician

Former President of AAFP, first industry CMO

G. Patrick Thompson, Chief Information Officer

23 years of corporate administration experience

Arthur Andersen, Turner Industries, The Shaw Group

David R. Bucey, General Counsel

24 years of experience in corporate law

Coca-Cola Company, McKenna Long & Aldridge

Leading Home Health & Hospice

Agency Locations

5

489 -

Home Health locations

69 -

Hospice locations

Leading Home Health & Hospice

Home Health Division

6

•

Industry leader

–

Strong national footprint –

489 locations across 45 states as of March 31, 2011

–

$326 million revenue in 1Q 2011

•

Strong clinical quality

•

Experienced divisional leadership

•

World-class technology platform

•

Well positioned to capitalize

on organic and consolidation

opportunities

$-

$200

$400

$600

$800

$1,000

$1,200

$1,400

$1,600

2008

2009

2010

1Q 2010

1Q 2011

Home Health Revenue

$1,118

$1,409

$1,493

$381

$326

Leading Home Health & Hospice

Hospice Division

7

•

69 locations across 20 states as of March 31, 2011

–

$39 million revenue in 1Q 2011

•

Operational efficiencies drive strong margins

•

Quality care drives referral growth

•

Partnered with the country’s largest and leading Home Health company

–

Offering comprehensive

continuum of at-home care

–

Collective resources to drive

operational and clinical

excellence

–

Cross referral opportunities

to drive growth

$-

$20

$40

$60

$80

$100

$120

$140

$160

2008

2009

2010

1Q 2010

1Q 2011

Hospice Revenue

$69

$104

$141

$33

$39

Leading Home Health & Hospice

Medicare market size

8

Source: Congressional Budget Office baseline reports (Home health figures from 2010 report, Hospice figures from 2009 report)

$18

$20

$21

$23

$25

$28

$31

$33

$37

$40

$44

$13

$13

$14

$15

$15

$16

$17

$18

$19

$20

$22

$-

$10

$20

$30

$40

$50

$60

$70

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

Medicare Reimbursement

Home Health

Hospice

2009-2019

CAGR

Home Health

9.35%

Hospice

5.40%

Leading Home Health & Hospice

Value Proposition

•

Home Health is the lowest total cost, lowest daily cost, and provides care

over the longest period of time

9

*Source: National Association for Home Health & Hospice, Medpac

June 2010 Data Book

Hospital

SNF

Home Health

Average Cost of Stay

$28,191

$14,688

$5,293

Average Length of Stay

4.9 days

27 days

106 days

Per Diem Cost

$5,765

$544

$50

Leading Home Health & Hospice

Our Long Term Operating Tenets

10

Focus on Clinical Outcomes

Amedisys

vs. Footprint –

Outcomes December 2009

•

Exceeded or met 11 out of 12 outcomes vs. footprint

1

Lower % is better          Source:  Medicare

11

Leading Home Health & Hospice

Leading Home Health & Hospice

12

Internal ACH Rates –

Trailing 12 Months

Note: Data

only

includes

agencies

in

the

2009

Baseline

dataset

.

Leading Home Health & Hospice

Quality Care Initiatives

13

Leading Home Health & Hospice

Leading Home Health & Hospice

3%

6%

-2%

15%

12%

17%

-5%

0%

5%

10%

15%

20%

2009

2010

1Q 2011

Same Store Episodic-Based

Admission Growth

1

Home Health

Hospice

Growth -

Organic

14

Tactical growth initiatives

•

Care center action plans

•

Heightened focus on low

performers

•

Leading indicators

•

Measure effectiveness

•

New regional leadership

•

Training & development

•

CRM tool / market intel

•

Incentive alignment

1

Same store episodic-based admission growth is the percent increase in our same store episodic-based admissions for the period as a percent of the same store episodic-based

admissions of the prior period.

Leading Home Health & Hospice

Growth -

External

15

Industry Consolidation

–

10,500 home health

provider numbers

–

3,400 hospice provider

numbers

–

12-15% public company

market share

Focus

–

CON markets

–

Geographic expansion

–

Market penetration

–

Hospital JV’s

Continuum of

Care

Traditional Investments

Complementary Investments

–

Care management capabilities

–

Revenue diversification

–

Disease Management

15

Leading Home Health & Hospice

Beacon Acquisition

•

Premier hospice in Northeast

–

23 locations

–

$80 million in revenue

–

Quality provider

–

Strong leadership and operations

Beacon Hospice Care Centers

Amedisys Hospice Care Centers

Amedisys Home Health Care Centers

16

Leading Home Health & Hospice

Efficiency –

Systems Infrastructure

17

Leading Home Health & Hospice

Efficiency –

labor

•

Cost per visit improvements

-

Pay per visit focus

-

Reduction in overtime

-

Weekly visit metrics

•

Field Overhead

-

Staffing ratios

-

Streamline leadership

-

Closures/Mergers

•

Hospice

-

Reduced pharma

costs

-

Leverage overhead thru growth

1

*Adjusted for holiday pay and inclement weather

18

$71.00

$71.50

$72.00

$72.50

$73.00

$73.50

$74.00

$74.50

$78.00

$78.50

$79.00

$79.50

$80.00

$80.50

$81.00

$81.50

$82.00

$82.50

$83.00

1Q 10

2Q 10

3Q 10

4Q 10

1Q 11

Home Health Cost per Visit*

Hospice Cost per Day

Leading Home Health & Hospice

Industry Challenges/Opportunities

Challenges

Opportunities

•

F2F

•

Therapy reassessment

•

2012 and future

reimbursement /rebasing

•

Regulatory focus

•

Demographics

•

Low cost setting

•

Quality differentiation

•

Value based pricing

•

Consolidation

•

Health care reform

•

Near-term hospice reimbursement

stability

Future state

•

Educating payors, policy

makers and health systems on

the value of a continuum

model

•

Regulatory inefficiencies

•

Risk sharing/capitation

•

Seamless patient care

•

ACO’s / Medical home

•

System savings

19

Investment Rationale

•

Solid industry growth rate

•

IT leader

•

Clinical quality and innovation

•

Low cost setting in high cost healthcare industry

•

Scalable infrastructure

•

Expected industry consolidation

•

Strong liquidity and capital position

20

Tremendous

Opportunities

Leading Home Health & Hospice

Leading Home Health & Hospice

Financial Review

21

Leading Home Health & Hospice

Financial highlights

22

$-

$1.00

$2.00

$3.00

$4.00

$5.00

$6.00

$-

$200

$400

$600

$800

$1,000

$1,200

$1,400

$1,600

$1,800

2004

2005

2006

2007

2008

2009

2010

2011

Revenue

Projected Revenue

EPS

Projected EPS

Leading Home Health & Hospice

23

Summary financial results

($ in millions, except per share data)

2009

2010

1Q10

1Q11

Net revenue

$1,513.5

$1,634.3

$413.0

$364.3

Gross margin

789.0

813.9

208.9

173.1

CFFO

247.7

206.3

71.1

52.5

Adjusted

EBITDA

261.8

242.0

70.7

41.2

Adjusted Fully-diluted EPS

$4.89

$4.29

$1.29

$0.62

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 adjustments (i.e Certain items incurred in 2010  and 2011 which are detailed in our Form 8-K filed with the Securities and Exchange

Commission on February 22, 2011 and April 26, 2011, respectively). 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 adjustments (i.e. Certain items incurred in

2010  and 2011 which are detailed in our Form 8-K filed with the Securities and Exchange Commission on February 22, 2011 and April 26, 2011, respectively). 

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.

1

2

Leading Home Health & Hospice

24

Summary performance results

2009

2010

1Q10

1Q11

Agencies at period end

586

553

600

558

Total visits

8,702,146

9,065,549

2,299,325

2,137,269

Episodic-based admissions

231,782

253,763

65,278

62,480

Episodic-based completed

episodes

411,975

424,988

105,096

99,517

Episodic-based revenue per

episode

$3,166

$3,311

$3,282

$3,029

Leading Home Health & Hospice

25

Summary balance sheet

Dec. 31, 2010

Mar. 31, 2011

Assets

Cash

$      120.3

$      148.9

Accounts Receivable, Net

141.5

141.9

Property and Equipment

138.6

144.0

Goodwill

791.4

791.4

Other

108.1

101.4

Total Assets

$ 1,299.9

$ 1,327.6

Liabilities and Equity

Debt

$    181.9

$    172.2

All Other Liabilities

238.3

251.3

Equity

879.7

904.1

Total Liabilities and Equity

$ 1,299.9

$ 1,327.6

Leverage Ratio, Net of Cash

0.3x

0.2x

Leading Home Health & Hospice

26

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)

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

32.5

30.8

32.8

34.8

25.0

30.0

35.0

40.0

45.0

50.0

55.0

DSO -

Net

(2)

Leading Home Health & Hospice

27

Liquidity

•

Cash balance at 3/31/11 =  $149M

•

Available line of credit (LOC): 3/31/11 =  $233M

•

2011 Estimated CFFO -

Cap Ex =  $110M -

$120M

Leading Home Health & Hospice

28

Guidance

1

Calendar Year 2011

2

Net revenue:

$1.60 -

$1.65 billion

EPS:

$3.00 -

$3.30

Diluted shares:

29.3 million

Leading Home Health & Hospice

Summary

29

Tremendous

Opportunities

•

Solid industry growth rate

•

IT leader

•

Clinical quality and innovation

•

Low cost setting in high cost healthcare industry

•

Scalable infrastructure

•

Expected industry consolidation

•

Strong liquidity and capital position

Leading Home Health & Hospice

Key references

30

Open Letter to Shareholders:

http://www.amedisys.com/pdf/Letter_to_Shareholders.pdf

Wyatt Matas Report: (upon request)

kevin.leblanc@amedisys.com

Avalere Study:

http://www.amedisys.com/pdf/avalere_results_051109.pdf

Leading Home Health & Hospice

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

kevin.leblanc@amedisys.com

31

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 years ended December 31,					For the three-month periods ended March 31,
	2009		2010			2010		2011
Net income attributable to Amedisys, Inc.	$	135,837	$	112,580		$	36,646	$	15,288
Add:
Provision for income taxes		86,171		72,309			23,547		10,007
Interest expense, net		11,457		8,766			2,326		2,134
Depreciation and amortization		28,312		34,589			8,186		9,355
EBITDA (1)	$	261,777	$	228,244		$	70,705	$	36,784
Add:
Certain items (2)		—		15,947			—		4,418
Intangible write-off (2)		—		(2,216	)		—		—
Adjusted EBITDA (3)	$	261,777	$	241,975		$	70,705	$	41,202
Adjusted Diluted Earnings Per Share Reconciliation
	For the years ended December 31,					For the three-month periods ended March 31,
	2009		2010			2010		2011
Diluted earnings per share	$	4.89	$	3.95		$	1.29	$	0.53
Add:
Certain items (2)		—		0.34			—		0.09
Adjusted diluted earnings per share (4)	$	4.89	$	4.29		$	1.29	$	0.62

(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) During the twelve-month period ended December 31, 2010 we incurred certain costs of $9.6 million ($5.9 million, net of tax or $0.21 per diluted share) associated with the realignment of operations including severance and legal expenses related to the United States Senate Committee on Finance inquiry and SEC and DOJ investigation. We also incurred costs associated with our exit activities of $13.6 million ($8.3 million, net of tax or $0.29 per diluted share) for the twelve-month period ended December 31, 2010, which includes $2.2 million, for the write-off of intangibles. During the three-month period ended September 30, 2010 we settled our Georgia indigent care liability for less than previously accrued of $3.7 million ($2.2 million net of tax or $0.08 per diluted share) and during the three-month period June 30, 2010 we received the Centers for Medicare and Medicaid Services (“CMS”) bonus payments of $3.6 million ($2.2 million or $0.08 per diluted share) as the result of a pay for performance demonstration.

During the three-month period ended March 31, 2011, we incurred certain costs of $3.3 million ($2.0 million, net of tax or $0.07 per diluted share) associated with the realignment of operations, acquisition costs and legal expenses related to the United States Senate Committee on Finance inquiry and SEC and DOJ investigation. We also incurred costs associated with our agency closings/consolidations we announced in 2010 of $1.1 million ($0.7 million net of tax or $0.02 per diluted share).

(3) Adjusted EBITDA is defined as net income attributable to Amedisys, Inc. before provision for income taxes, net interest expense, depreciation and amortization plus certain items as described in footnote 2. 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 items as described in footnote 2. 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 or 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.