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 14, 2013

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

As of November 14, 2013, representatives of Amedisys, Inc. (the “Company”) will begin 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 2013.

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 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 care centers, acquire additional care centers and integrate and operate these care centers effectively, our ability to divest care centers currently held for sale, 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

2

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, our ability to agree on the terms of a settlement to resolve both the U.S. Department of Justice investigation and the Stark Law Self-Referral matter or fund required settlement payments in the manner currently contemplated and changes in law or developments with respect to any litigation or investigations relating to the Company, including the SEC investigation, the OIG Self-Disclosure issues 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 November 14, 2013
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/ Scott G. Ginn
	Scott G. Ginn
	Senior Vice President of Accounting and Controller (Principal Accounting Officer)

DATE: November 14, 2013

4

Exhibit Index

Exhibit No.	Description
99.1	Investor Relations Slide Show in use beginning November 14, 2013
99.2	Reconciliations of Non-GAAP Financial Measures to GAAP Financial Measures

5

EX-99.1

Investor Presentation

Leading Home Health & Hospice

November 2013

clinical

quality

innovative

care models

better

communities

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.

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.

Company Overview

3

Overview

•

Founded in 1982,

publicly listed 1994

•

499 care centers in 37

states

•

Over 14,000 employees

•

Projected revenue in

2013 of approximately

$1.2 billion

Amedisys Home Health Care Centers (405 locations)

Amedisys Hospice Care Centers (94 locations)

Locations current as of 9/30/2013

Business Segments

4

Business

Segment

% of

Revenue

Reimbursement Type

HH -

Medicare

64%

Paid episodically (over a 60-

day episode of care)

HH –

Non-Medicare

15%

67% paid per visit; remainder

paid episodically

Hospice

21%

Mainly Medicare; paid at a

daily rate

1

Revenue mix based on 3Q13 revenue

Estimated Market Share –

Medicare Revenue

5

Note: Estimated market share of total 2011 Medicare reimbursement

6

Home Health/Hospice Medicare Spend

Home Health Source: CBO March 2013 Baseline report (10 year CAGR)

Hospice

Source:

2011

actual

hospice

spending

with

growth

rate

based

on

“Other

Services”

section

of

CBO

March

2013

Baseline

report

(10

year

CAGR)

Population growth estimates provided by Tetrad; CAGR is for 2012-2017 (5 years)

Compound Annual Growth Rates (CAGR)

Home Health Expenditures = 4.4%

Hospice Expenditures = 5.2%

65+ Population = 3.6%

75+ Population = 2.6%

Medicare Reimbursement

7

•

2014 final rule (rebasing)

•

Sustainable growth rate legislation (Doc Fix)

•

Co-payment proposals

•

Hospice rebasing (U-shaped reimbursement)

•

Nursing home reimbursement

Reimbursement Considerations

Reimbursement Considerations

Favorable Long Term Trends

•

Compelling demographics

•

Patient preference

•

Low cost of care delivery

•

Increased payor and hospital focus

8

Inpatient

Hospital

LTAC

IRF

SNF

Hospice

Home

Health

Average Cost of Stay

$11,700

$38,664

$17,398

$11,728

$11,321

$5,257

Average Length of Stay

5 days

26 days

13 days

27 days

86 days

120 days

Average Per Diem Cost

$2,388

$1,470

$1,338

$431

$132

$44

Source: MedPAC March 2013 report; hospital information is for inpatient facilities only and is estimated based on patient discharges

Traditional Home Health and Hospice

9

Current

Business

Dynamics

Issues

•

Fee for service based

•

High volume / low margins

•

“Retail”

relationships

•

Patients with multiple

conditions and physicians

•

Poor coordination /

communication

•

Misaligned incentives

•

Minimal data interchange

•

Regulatory limitations on

services

•

Limited physician

coordination

Future Trends

10

Home

Health

Coordinated Care

Management

Patient

Home

Hospice

Post-Acute

Facilities

Payors

Physicians

Hospitals

•

Aligned incentives

•

Data exchange

•

Communications

•

Care Protocol

•

Outcome focused

•

Value driven

Informal

Care Givers

Strategic Plans

•

Shared service care centers

•

Patient care management

•

AMS3, next generation operating system

•

Bundled payment initiatives

•

Hospital partnerships

–

Established 3 new joint ventures in 2013

–

Actively involved in 2 ACOs

11

Shared Service Model

•

All care centers organized into shared service centers

–

63 shared service centers planned

–

Completed by the end of 2013

12

Quality Care

Operational

Efficiency

Leadership

•

Centralized functions (on-call, intake, scheduling)

•

Scheduling efficiency

•

Specialty clinician productivity

•

Clinical resource support

•

Consistency in care delivery/training

•

POD leadership supporting all care centers

•

Improved leadership turnover coverage

Patient Care Management

13

•

“Right Care. Right Time.  Right Place.”

•

Centralized support

–

Local clinical decisions

–

Exception reporting

•

Recertification review

–

Attainment of patient goals

–

Physician orders or medication changes

–

Hospitalization during episode

•

Utilization focus

–

Reduce care plan variability

–

Patient outcome driven

AMS3 Operating System

•

4Q13       Development complete / implementation begins

•

Migrating to .Net platform    

Existing platform sun setting

•

Benefits of proprietary system

–

Low incremental spend

–

Ongoing flexibility and customization

•

Enhancements over existing system

–

Greater clinician productivity

–

Superior clinical management engine

–

Care center efficiencies

–

Interoperability

–

Billing efficiencies

–

Expect $10-$15M in net annual savings after fully rolled out

14

Capital Expenditures

15

PeopleSoft

IT Security

AMS3 Development

Bundles –

CMS Bundled Payment for Care Initiative

16

MD Spending 14%

Hospital

Discharge

Bundle Spending -

$10,000 to $15,000 per bundle

•

CMS to set target price for relevant services during bundle

•

Participants share savings and “at risk”

for costs greater than target

•

Amedisys is participating in five bundle sites

–

57 home health care centers across all sites

–

Agreed to terms with ~20 hospital partners; negotiating with additional partners

–

2 sites “go live”

on Jan. 1st

with the remaining 3 sites starting on Apr. 1st

Model 3 –

90 Day Post-Acute Bundle

Performance Initiatives

•

Business development staff investment

•

Clinician productivity improvement

•

50 care centers identified for exit in Q1

–

27 closed

–

6 sold

–

6 retained

–

11 under letter of intent or definitive agreement to be sold

•

Overall, negative contribution care centers represent a $5 million

quarterly drag on EBITDA in Q313

–

Of these, we are closing or consolidating 19 with quarterly combined

losses of $1 million

17

DOJ Settlement and Financing

•

Agreement in principle to pay $150 million

–

No admission of wrongdoing

–

Looking to avoid expense and distraction of ongoing

litigation

•

Negotiating settlement agreement and corporate

integrity agreement

–

$115 million due at time settlement agreement is signed

–

$35 million due six months afterward

–

Funded with cash on hand and revolver (credit facility

amended to accommodate settlement)

18

Summary Financial Results

19

($ in millions, except per share data)

2011

(1)

2012

(1)

3Q12

(2)

3Q13

(2)

Adjusted Net Revenue

$ 1,464

$ 1,488

$364

$302

Gross Margin %

46.7%

43.5%

43.2%

41.8%

Adjusted EBITDA

$ 157

$ 103

$26

$9

Adjusted EBITDA Margin

10.7%

6.9%

7.2%

2.9%

Adjusted EPS

$2.29

$1.08

$0.28

($0.01)

1.

The financial results for the years 2012 and 2011 are adjusted for certain items incurred in 2012 and 2011 and should be considered non-GAAP financial measures.  A

reconciliation

of

these

non-GAAP

financial

measures

is

included

as

Exhibit

99.2

to

our

Form

8-K

filed

with

the

Securities

and

Exchange

Commission

on

March

12,

2013.

2.

The financial results for the three-month period ended September 30, 2013 and September 30, 2012 are

adjusted for certain items totaling  $144.9 million and $1.0 million,

respectively, and should be considered a non-GAAP financial measure.  A reconciliation of this non-GAAP financial measure is included as Exhibit 99.2 to our Form 8-K filed

with the Securities and Exchange Commission on November 12, 2013

Home Health Segment

20

($ in millions, continuing operations)

3Q12

(1)

4Q12

(1)

1Q13

(1)

2Q13

(1)

3Q13

(1)

Medicare Revenue

$227

$224

$213

$205

$194

Non-Medicare Revenue

$63

$56

$50

$46

$43

Total Revenue

$290

$280

$263

$251

$237

Gross Margin %

41.8%

42.1%

42.6%

42.8%

40.6%

Contribution

$31

$28

$27

$26

$17

Contribution %

10.7%

10.0%

10.2%

10.2%

7.0%

1.

Results as reported in our Quarterly Earnings Release Form 8-K for the quarter ended Sep. 30, 2013 as filed with the Securities and Exchange Commission on Nov. 12, 2013

21

Home Health Operating Statistics

Medicare

3Q12

(1)

4Q12

(1)

1Q13

(1)

2Q13

(1)

3Q13

(1)

Admissions

47,429

47,730

50,117

47,825

45,481

Same store admissions growth

1%

1%

3%

0%

(2%)

Recertification rate

43.2%

39.9%

37.8%

36.4%

37.1%

Revenue per episode

$2,864

$2,846

$2,778

$2,831

$2,822

Visits per episode

18.9

18.4

17.5

17.7

17.3

Non-Medicare

Admissions

23,469

21,209

21,675

18,283

17,884

Visits

535,280

465,248

423,903

381,770

359,822

1.

Results as reported in our Quarterly Earnings Release Form 8-K for the quarter ended Sep. 30, 2013 as filed with the Securities and Exchange Commission on Nov. 12, 2013

Hospice Segment

22

($ in millions, continuing operations)

3Q12

(1)

4Q12

(1)

1Q13

(1)

2Q13

(1)

3Q13

(1)

Total Revenue

$74

$72

$67

$65

$65

Gross Margin %

48.6%

48.4%

47.1%

47.2%

46.5%

Contribution

$16

$14

$12

$13

$12

Contribution %

21.3%

19.3%

17.6%

19.6%

18.9%

Operating Statistics

Total admissions

4,667

4,629

4,957

4,655

4,352

Same store revenue growth

13%

3%

(5%)

(11%)

(13%)

Average daily census (ADC)

5,592

5,381

5,071

5,006

4,917

Average length of stay (ALOS)

102

106

103

99

98

1.

Results as reported in our Quarterly Earnings Release Form 8-K for the quarter ended Sep. 30, 2013 as filed with the Securities and Exchange Commission on Nov. 12, 2013

23

Summary Balance Sheet

Assets

Dec. 31, 2012

Sep. 30, 2013

Cash

$         15

$        44

Accounts Receivable, Net

169

111

Property and Equipment

157

160

Goodwill

210

208

Other

180

232

Total Assets

$       731   

$      755

Liabilities and Equity

Debt

$       103

$      71

Other Liabilities

174

157

DOJ Settlement Reserve

0

150

Equity

454

377

Total Liabilities and Equity

$       731  

$      755

Leverage Ratio

1.10x

2.68x

(1)

Days Sales Outstanding

42

32

($ in millions)

1.

Total debt in leverage ratio calculation includes reserve for $150 million preliminary DOJ settlement

24

Liquidity

1

1.

Availability under revolver of  $143 million

2.

Scheduled debt repayments include $4M per quarter of term loan payments and $40M of principal payments related to senior notes

3.

Other cash flows for 2012 include refinancing costs associated with credit agreement signed on October 26, 2012, retirement of long-term debt and

acquisitions.

($ in millions)

2012

3Q13YTD

2013F

Cash Flow From Operations

$ 69

$94

$ 105-110

Capital Expenditures

48

29

40-45

Debt  repayments

2

29

32

56

Cash Flow, Net

(8)

33

4-14

Beginning Cash

48

15

Other

3

(25)

(4)

End Cash

$   15

$44

Guidance

25

(Continuing operations only.  $ in millions, except per

share data)

1Q13

2Q13

3Q13

YTD

2013 Guidance

Revenue

(1)

$329

$316

$302

$947

$1,240-$1,250

Adj. EPS –

Earnings Release

(1)

$0.15

$0.18

($0.01)

$0.32

Legal Costs

(1)

$0.04

$0.03

$0.02

$0.09

Adjusted EPS -

Guidance

$0.11

$0.15

($0.02)

$0.23

$0.20-$0.25

1.

Results as reported in our Quarterly Earnings Release Form 8-K for the quarter ended Sep. 30, 2013 as filed with the Securities and Exchange Commission on Nov. 12, 2013. 

Based on 31.7 million diluted shares.

Investment Rationale

•

Favorable demographic trends

•

Positive attributes of home based care

•

IT infrastructure/scalability

•

Clinical quality and innovation

•

Strong liquidity and capital position

•

Market share capture opportunities

26

Efficient Core

Business

Care Mgmt

Solutions

Contact Information

Tom Dolan

SVP Finance and Treasurer

Amedisys, Inc.

5959 S. Sherwood Forest Boulevard

Baton Rouge, LA 70816

Office: 225.299.3391

Fax: 225.298.6435

tom.dolan@amedisys.com

27

EX-99.2

Exhibit 99.2

AMEDISYS, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL STATEMENTS

(Amounts in thousands)

Earnings From Continuing Operations Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and Adjusted EBITDA:

	For the Years Ended December 31,						For the Three-Month Periods Ended September 30,
	2011 (1)			2012 (1)			2012			2013
Net (loss) income from continuing operations attributable to Amedisys, Inc.	$	(374,955	)	$	(82,305	)	$	10,364		$	(90,383	)
Add:
Provision for income taxes		(103,076	)		(21,397	)		3,332			(56,962	)
Interest expense, net		8,591			12,104			1,972			669
Depreciation and amortization		38,558			39,926			9,771			10,471
EBITDA (2)	$	(430,882	)	$	(51,672	)	$	25,439		$	(136,205	)
Add:
Certain items (3)		588,734			157,103			(1,427	)		144,955
Debt fees (3)		—			(4,681	)		—			—
Intangible write-off (3)		(737	)		—			—			(1,542	)
Tax adjustments (3)					2,404			2,404			1,534
Adjusted EBITDA (4)	$	157,115		$	103,154		$	26,416		$	8,742

Adjusted Net Service Revenue:

	For the Years Ended December 31,					For the Three-Month Periods Ended September 30,
	2011 (1)			2012 (1)		2012		2013
Net service revenue	$	1,468,305		$	1,487,905	$	364,343	$	301,639
Add:
Certain items (3)		(4,733	)		—		—		—
Adjusted net service revenue (5)	$	1,463,572		$	1,487,905	$	364,343	$	301,639

Adjusted Net Income From Continuing Operations Attributable to Amedisys, Inc. per Diluted Share:

	For the Years Ended December 31,						For the Three- Month Period Ended September 30,
	2011 (1)			2012 (1)			2012
Net (loss) income from continuing operations attributable to Amedisys, Inc. common stockholders per diluted share	$	(13.07	)	$	(2.75	)	$	0.34
Add:
Certain items (3)		15.36			3.83			(0.06	)
Adjusted net income from continuing operations attributable to Amedisys, Inc. common stockholders per diluted share (6)	$	2.29		$	1.08		$	0.28

	For the Three-Month Periods Ended							For the Nine- Month Period
	March 31, 2013		June 30, 2013		September 30, 2013			September 30, 2013
Net (loss) income from continuing operations attributable to Amedisys, Inc. common stockholders per diluted share	$	0.11	$	0.08	$	(2.87	)	$	(2.72	)
Add:
Certain items (3)		0.04		0.10		2.86			3.04
Adjusted net income from continuing operations attributable to Amedisys, Inc. common stockholders per diluted share (6)	$	0.15	$	0.18	$	(0.01	)	$	0.32

(1) Results as reported in our Annual Report on From 10-K for the year ended December 31, 2012 as filed with the Securities and Exchange Commission on March 12, 2013 and have not been restated to reflect continuing operations as of September 30, 2013.

(2) EBITDA is defined as net (loss) income from continuing operations 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.

(3) The following details the certain items for the periods presented below (amounts in thousands, except per share data):

	For the Years Ended December 31,												For the Three-Month Period Ended September 30,
	2011						2012						2012
	(Income) Expense			Diluted EPS			(Income) Expense			Diluted EPS			(Income) Expense			Diluted EPS
CMS Bonus	$	(4,733	)	$	(0.10	)	$	—		$	—		$	—		$	—
Goodwill and other intangibles impairment charge		579,955			15.25			162,103			4.17			—			—
Non-controlling interests portion of impairment charges		—			—			(14,874	)		(0.50	)		—			—
Valuation allowance adjustment		—			(0.07	)		—			—			—			—
Severance		3,268			0.07			2,244			0.04			—			—
Lease terminations		—			—			463			0.01			—			—
Debt costs		—			—			4,681			0.09			—			—
Exit activities related to continuing operations		3,370			0.07			—			—			—			—
Legal fees (investigations)		7,125			0.15			8,494			0.16			977			0.02
Lawsuit settlement		—			—			(3,604	)		(0.06	)		—			—
Tax adjustments		—			—			(2,404	)		(0.08	)		(2,404	)		(0.08	)
Certain costs		(251	)		(0.01	)		—			—			—			—
Total	$	588,734		$	15.36		$	157,103		$	3.83		$	(1,427	)	$	(0.06	)

	For the Three-Month Periods Ended																For the Nine-Month Period Ended
	March 31, 2013				June 30, 2013						September 30, 2013						September 30, 2013
	(Income) Expense		Diluted EPS		(Income) Expense			Diluted EPS			(Income) Expense			Diluted EPS			(Income) Expense			Diluted EPS
U.S. Department of Justice settlement	$	—	$	—	$	—		$	—		$	150,000		$	2.98		$	150,000		$	3.02
OIG self-disclosure		—		—		—			—			997			0.02			997			0.02
D&O proceeds		—		—		—			—			(5,530	)		(0.11	)		(5,530	)		(0.11	)
Impairment of intangibles		—		—		2,286			0.05			1,542			0.03			3,828			0.08
Exit activity costs		—		—		1,569			0.03			—			—			1,569			0.03
Legal fees (investigations)		2,031		0.04		1,606			0.03			931			0.02			4,568			0.09
Gain on sale of care centers		—		—		(357	)		(0.01	)		(1,451	)		(0.03	)		(1,808	)		(0.04	)
Tax adjustments		—		—		—			—			(1,534	)		(0.05	)		(1,534	)		(0.05	)
Total	$	2,031	$	0.04	$	5,104		$	0.10		$	144,955		$	2.86		$	152,090		$	3.04

(4) Adjusted EBITDA is defined as net (loss) income from continuing operations attributable to Amedisys, Inc. before provision for income taxes, net interest expense, depreciation and amortization excluding the accrual for the U.S. Department of Justice settlement, proceeds from our D&O insurance and certain other items. 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 net income from continuing operations attributable to Amedisys, Inc. is defined as net (loss) income from continuing operations attributable to Amedisys, Inc. excluding the accrual for the U.S. Department of Justice settlement, proceeds from our D&O insurance and certain other items. Adjusted net income from continuing operations attributable to Amedisys, Inc. 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 net income from continuing operations attributable to Amedisys, Inc. may not be comparable to a similarly titled measure reported by other companies, since not all companies calculate this non-GAAP measure in the same manner.

(6) Adjusted net income from continuing operations attributable to Amedisys, Inc. common stockholders per diluted share is defined as diluted (loss) earnings from continuing operations per share excluding the earnings per share effect of the accrual for the U.S. Department of Justice settlement, proceeds from our D&O insurance and other certain other items. Adjusted net income from continuing operations attributable to Amedisys, Inc. common stockholders per diluted 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 net income from continuing operations attributable to Amedisys, Inc. common stockholders per diluted 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.