MERGERS AND ACQUISITIONS	6 Months Ended
Jun. 30, 2025
Business Combination [Abstract]
MERGERS, ACQUISITIONS AND DISPOSITIONS	MERGERS AND ACQUISITIONS Mergers On June 26, 2023, Amedisys, UnitedHealth Group Incorporated, a Delaware corporation ("UnitedHealth Group"), and Aurora Holdings Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of UnitedHealth Group ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will merge with and into Amedisys with Amedisys continuing as the surviving corporation and becoming a wholly owned subsidiary of UnitedHealth Group (the “Merger”). On November 12, 2024, the U.S. Department of Justice (“DOJ”) and the attorneys general of the states of Maryland, Illinois, New Jersey and New York filed a lawsuit commencing litigation (the “DOJ Action”) against Amedisys and UnitedHealth Group in the U.S. District Court for the District of Maryland, alleging that the Merger, if consummated, would violate Section 7 of the Clayton Act and so should be enjoined, the first count of the complaint, and that Amedisys committed certain violations of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and requests civil penalties against Amedisys for alleged violations of Section 7A, the second count of the complaint. We believe the plaintiffs' claims are without merit and intend to vigorously defend against such claims. The DOJ Action remains pending. The U.S. District Court for the District of Maryland has tentatively set October 27, 2025 as the start date for the trial, but may reschedule the trial to begin later, on or about February 9, 2026. The U.S. District Court for the District of Maryland has stated that it will make a final determination as to the trial date in late August 2025. On April 7, 2025, the U.S. District Court for the District of Maryland stayed the second count of the DOJ’s complaint, which alleges violations of Section 7A of the HSR Act, until after the resolution of the first count of the DOJ’s complaint, which seeks to enjoin the transaction. On December 26, 2024, each of the parties to the Merger Agreement entered into a waiver (the “Waiver”) pursuant to which, among other things, Amedisys and UnitedHealth Group each waived its right to terminate the Merger Agreement due to a failure of the Merger to have been consummated by the outside date (as defined in the Merger Agreement) until the earlier of (i) 5:00 p.m. (New York time) on the tenth business day following a final order (whether or not appealable) issued by the U.S. District Court for the District of Maryland with respect to the complaint filed by the DOJ and certain other parties regarding the Merger and the other transactions contemplated by the Merger Agreement that permanently prohibits the consummation of the Merger and (ii) 11:59 p.m. (New York time) on December 31, 2025 (the “Waiver Period”). The Waiver also contains waivers by the parties thereto such that, (i) the Regulatory Break Fee (as defined in the Merger Agreement) under the Merger Agreement will be $275,000,000; (ii) the revenue-related aspect of the definition of “Burdensome Condition” (as defined in the Merger Agreement) is increased; (iii) Amedisys may take certain actions that would otherwise be prohibited by interim operating covenants contained in the Merger Agreement; and (iv) certain closing conditions relating to government approvals are no longer conditions to the consummation of the Merger. On April 30, 2025, Amedisys, UnitedHealth Group and certain of their respective subsidiaries, collectively, sellers, entered into an agreement (the "BrightSpring Purchase Agreement") relating to the sale of certain Amedisys home health and hospice care centers and certain UnitedHealth Group care centers to Adoration Home Health Acquisitions, LLC, Adoration Hospice Care Acquisitions, LLC, and Senescence, LLC (doing business as All Saints Hospice), affiliates of BrightSpring Health Services, collectively, buyers, and Res-Care, Inc., as guarantor (the “BrightSpring Divestiture”). The scope of the Amedisys care centers to be divested pursuant to the BrightSpring Purchase Agreement is subject to change based upon ongoing discussions with the DOJ. Consummation of the BrightSpring Divestiture is contingent on a number of conditions, including approval by the DOJ and the consummation of the Merger, which itself is subject to a number of conditions as discussed below. Additionally, on April 30, 2025, Amedisys, UnitedHealth Group and certain of their respective subsidiaries, collectively, sellers, entered into an agreement (the "Pennant Purchase Agreement") relating to the sale of certain Amedisys home health care centers and certain UnitedHealth Group care centers to Cornerstone Healthcare, Inc. and Tensaw River Healthcare, LLC, affiliates of The Pennant Group, collectively, buyers (the “Pennant Divestiture”). The scope of the Amedisys care centers to be divested pursuant to the Pennant Purchase Agreement is subject to change based upon ongoing discussions with the DOJ. Consummation of the Pennant Divestiture is contingent on a number of conditions, including approval by the DOJ and the consummation of the Merger, which itself is subject to a number of conditions as discussed below. Subject to the terms and conditions set forth in the Merger Agreement, as modified by the Waiver, at the effective time of the Merger (the "Effective Time"), by virtue of the Merger: (i) each share of Amedisys common stock (“Amedisys Common Stock”) held in treasury by Amedisys or owned by UnitedHealth Group or Merger Sub or any of their respective subsidiaries, in each case, immediately prior to the Effective Time will be cancelled (collectively, “cancelled shares”) without consideration; and (ii) each share of Amedisys Common Stock, other than any cancelled shares, issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $101 per share in cash, without interest, less any applicable withholding taxes. The Merger is subject to a number of conditions to closing as specified in the Merger Agreement, as modified by the Waiver. These closing conditions include, among others, (i) approval by Amedisys stockholders at the Amedisys Stockholders Meeting (as defined in the Merger Agreement) of the proposal to adopt the Merger Agreement, which approval was obtained on September 8, 2023; (ii) the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the receipt of the required state regulatory approvals; (iv) the absence of any law or order that has the effect of enjoining or otherwise prohibiting the completion of the Merger; and (v) the expiration or early termination of the waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by the Merger Agreement under all applicable antitrust laws without the imposition by any governmental entity of any term, condition, obligation, requirement, limitation, prohibition, remedy, sanction or other action that has resulted in or would reasonably be expected to result in a Burdensome Condition (as defined in the Merger Agreement as modified by the Waiver). See Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information on risks related to the proposed merger. Termination of Option Care Health, Inc. ("OPCH") Merger Agreement As previously disclosed in Amedisys’ Current Report on Form 8-K filed with the SEC on May 3, 2023 and its Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023, Amedisys entered into an Agreement and Plan of Merger on May 3, 2023 (the “OPCH Merger Agreement”) with OPCH, a Delaware corporation, and Uintah Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of OPCH (“OPCH Merger Sub”). On June 26, 2023, Amedisys, OPCH and OPCH Merger Sub entered into the Termination Agreement (the “Termination Agreement”), pursuant to which the parties thereto agreed to terminate the OPCH Merger Agreement and grant mutual releases by the parties of all claims against the other parties based upon, arising from, in connection with or relating to the OPCH Merger Agreement. Pursuant to the terms of the Termination Agreement, each of the termination of the OPCH Merger Agreement and the mutual releases provided for in the Termination Agreement would become effective upon receipt by OPCH of a $106,000,000 termination fee payable by, or on behalf of, Amedisys within 24 hours of the execution of the Termination Agreement (i.e., before the market open on June 27, 2023). On June 26, 2023, following the execution of the Termination Agreement, UnitedHealth Group, on behalf of Amedisys, delivered funds to OPCH in an amount equal to $106,000,000, representing the termination fee payable to OPCH under the OPCH Merger Agreement and the Termination Agreement, satisfying the condition precedent to the effectiveness of the termination of the OPCH Merger Agreement and the releases contained in the Termination Agreement. If the Merger Agreement is terminated under certain specified circumstances set forth in the Merger Agreement (as modified by the Waiver), Amedisys may be required to reimburse UnitedHealth Group for the $106,000,000 termination fee that UnitedHealth Group, on Amedisys’ behalf, paid to OPCH, which may be in addition to the $125,000,000 termination fee payable by Amedisys to UnitedHealth Group in the event the Merger Agreement is terminated under certain specified circumstances. The $106,000,000 termination fee was recorded to other income (expense) within our condensed consolidated income statement with a corresponding liability to termination fee paid by UnitedHealth Group within our condensed consolidated balance sheet during the three-month period ended June 30, 2023. Acquisitions We complete acquisitions from time to time in order to pursue our strategy of increasing our market presence by expanding our service base and enhancing our position in certain geographic areas as a leading provider of home health, hospice and high acuity care services. The purchase price paid for acquisitions is negotiated through arm’s length transactions, with consideration based on our analysis of, among other things, comparable acquisitions and expected cash flows. Acquisitions are accounted for as purchases and are included in our condensed consolidated financial statements from their respective acquisition dates. Goodwill generated from acquisitions is recognized for the excess of the purchase price over tangible and identifiable intangible assets because of the expected contributions of the acquisitions to our overall corporate strategy. We typically engage outside appraisal firms to assist in the fair value determination of identifiable intangible assets and noncontrolling interest, if any, for significant acquisitions. The preliminary purchase price allocation is adjusted, as necessary, up to one year after the acquisition closing date if management obtains more information regarding asset valuation and liabilities assumed.

On June 26, 2023, Amedisys, UnitedHealth Group Incorporated, a Delaware corporation ("UnitedHealth Group"), and Aurora Holdings Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of UnitedHealth Group ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will merge with and into Amedisys with Amedisys continuing as the surviving corporation and becoming a wholly owned subsidiary of UnitedHealth Group (the “Merger”).

On November 12, 2024, the U.S. Department of Justice (“DOJ”) and the attorneys general of the states of Maryland, Illinois, New Jersey and New York filed a lawsuit commencing litigation (the “DOJ Action”) against Amedisys and UnitedHealth Group in the U.S. District Court for the District of Maryland, alleging that the Merger, if consummated, would violate Section 7 of the Clayton Act and so should be enjoined, the first count of the complaint, and that Amedisys committed certain violations of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and requests civil penalties against Amedisys for alleged violations of Section 7A, the second count of the complaint. We believe the plaintiffs' claims are without merit and intend to vigorously defend against such claims. The DOJ Action remains pending. The U.S. District Court for the District of Maryland has tentatively set October 27, 2025 as the start date for the trial, but may reschedule the trial to begin later, on or about February 9, 2026. The U.S. District Court for the District of Maryland has stated that it will make a final determination as to the trial date in late August 2025. On April 7, 2025, the U.S. District Court for the District of Maryland stayed the second count of the DOJ’s complaint, which alleges violations of Section 7A of the HSR Act, until after the resolution of the first count of the DOJ’s complaint, which seeks to enjoin the transaction.

On December 26, 2024, each of the parties to the Merger Agreement entered into a waiver (the “Waiver”) pursuant to which, among other things, Amedisys and UnitedHealth Group each waived its right to terminate the Merger Agreement due to a failure of the Merger to have been consummated by the outside date (as defined in the Merger Agreement) until the earlier of (i) 5:00 p.m. (New York time) on the tenth business day following a final order (whether or not appealable) issued by the U.S. District Court for the District of Maryland with respect to the complaint filed by the DOJ and certain other parties regarding the Merger and the other transactions contemplated by the Merger Agreement that permanently prohibits the consummation of the Merger and (ii) 11:59 p.m. (New York time) on December 31, 2025 (the “Waiver Period”). The Waiver also contains waivers by the parties thereto such that, (i) the Regulatory Break Fee (as defined in the Merger Agreement) under the Merger Agreement will be $275,000,000; (ii) the revenue-related aspect of the definition of “Burdensome Condition” (as defined in the Merger Agreement) is increased; (iii) Amedisys may take certain actions that would otherwise be prohibited by interim operating covenants contained in the Merger Agreement; and (iv) certain closing conditions relating to government approvals are no longer conditions to the consummation of the Merger.

On April 30, 2025, Amedisys, UnitedHealth Group and certain of their respective subsidiaries, collectively, sellers, entered into an agreement (the "BrightSpring Purchase Agreement") relating to the sale of certain Amedisys home health and hospice care centers and certain UnitedHealth Group care centers to Adoration Home Health Acquisitions, LLC, Adoration Hospice Care Acquisitions, LLC, and Senescence, LLC (doing business as All Saints Hospice), affiliates of BrightSpring Health Services, collectively, buyers, and Res-Care, Inc., as guarantor (the “BrightSpring Divestiture”). The scope of the Amedisys care centers to be divested pursuant to the BrightSpring Purchase Agreement is subject to change based upon ongoing discussions with the DOJ. Consummation of the BrightSpring Divestiture is contingent on a number of conditions, including approval by the DOJ and the consummation of the Merger, which itself is subject to a number of conditions as discussed below.

Additionally, on April 30, 2025, Amedisys, UnitedHealth Group and certain of their respective subsidiaries, collectively, sellers, entered into an agreement (the "Pennant Purchase Agreement") relating to the sale of certain Amedisys home health care centers and certain UnitedHealth Group care centers to Cornerstone Healthcare, Inc. and Tensaw River Healthcare, LLC, affiliates of The Pennant Group, collectively, buyers (the “Pennant Divestiture”). The scope of the Amedisys care centers to be divested pursuant to the Pennant Purchase Agreement is subject to change based upon ongoing discussions with the DOJ. Consummation of the Pennant Divestiture is contingent on a number of conditions, including approval by the DOJ and the consummation of the Merger, which itself is subject to a number of conditions as discussed below.

Subject to the terms and conditions set forth in the Merger Agreement, as modified by the Waiver, at the effective time of the Merger (the "Effective Time"), by virtue of the Merger: (i) each share of Amedisys common stock (“Amedisys Common Stock”) held in treasury by Amedisys or owned by UnitedHealth Group or Merger Sub or any of their respective subsidiaries, in each case, immediately prior to the Effective Time will be cancelled (collectively, “cancelled shares”) without consideration; and (ii) each share of Amedisys Common Stock, other than any cancelled shares, issued and outstanding immediately prior to

The Merger is subject to a number of conditions to closing as specified in the Merger Agreement, as modified by the Waiver. These closing conditions include, among others, (i) approval by Amedisys stockholders at the Amedisys Stockholders Meeting (as defined in the Merger Agreement) of the proposal to adopt the Merger Agreement, which approval was obtained on September 8, 2023; (ii) the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the receipt of the required state regulatory approvals; (iv) the absence of any law or order that has the effect of enjoining or otherwise prohibiting the completion of the Merger; and (v) the expiration or early termination of the waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by the Merger Agreement under all applicable antitrust laws without the imposition by any governmental entity of any term, condition, obligation, requirement, limitation, prohibition, remedy, sanction or other action that has resulted in or would reasonably be expected to result in a Burdensome Condition (as defined in the Merger Agreement as modified by the Waiver).

As previously disclosed in Amedisys’ Current Report on Form 8-K filed with the SEC on May 3, 2023 and its Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023, Amedisys entered into an Agreement and Plan of Merger on May 3, 2023 (the “OPCH Merger Agreement”) with OPCH, a Delaware corporation, and Uintah Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of OPCH (“OPCH Merger Sub”). On June 26, 2023, Amedisys, OPCH and OPCH Merger Sub entered into the Termination Agreement (the “Termination Agreement”), pursuant to which the parties thereto agreed to terminate the OPCH Merger Agreement and grant mutual releases by the parties of all claims against the other parties based upon, arising from, in connection with or relating to the OPCH Merger Agreement. Pursuant to the terms of the Termination Agreement, each of the termination of the OPCH Merger Agreement and the mutual releases provided for in the Termination Agreement would become effective upon receipt by OPCH of a $106,000,000 termination fee payable by, or on behalf of, Amedisys within 24 hours of the execution of the Termination Agreement (i.e., before the market open on June 27, 2023). On June 26, 2023, following the execution of the Termination Agreement, UnitedHealth Group, on behalf of Amedisys, delivered funds to OPCH in an amount equal to $106,000,000, representing the termination fee payable to OPCH under the OPCH Merger Agreement and the Termination Agreement, satisfying the condition precedent to the effectiveness of the termination of the OPCH Merger Agreement and the releases contained in the Termination Agreement. If the Merger Agreement is terminated under certain specified circumstances set forth in the Merger Agreement (as modified by the Waiver), Amedisys may be required to reimburse UnitedHealth Group for the $106,000,000 termination fee that UnitedHealth Group, on Amedisys’ behalf, paid to OPCH, which may be in addition to the $125,000,000 termination fee payable by Amedisys to UnitedHealth Group in the event the Merger Agreement is terminated under certain specified circumstances. The $106,000,000 termination fee was recorded to other income (expense) within our condensed consolidated income statement with a corresponding liability to termination fee paid by UnitedHealth Group within our condensed consolidated balance sheet during the three-month period ended June 30, 2023.

We complete acquisitions from time to time in order to pursue our strategy of increasing our market presence by expanding our service base and enhancing our position in certain geographic areas as a leading provider of home health, hospice and high acuity care services. The purchase price paid for acquisitions is negotiated through arm’s length transactions, with consideration based on our analysis of, among other things, comparable acquisitions and expected cash flows. Acquisitions are accounted for as purchases and are included in our condensed consolidated financial statements from their respective acquisition dates. Goodwill generated from acquisitions is recognized for the excess of the purchase price over tangible and identifiable intangible assets because of the expected contributions of the acquisitions to our overall corporate strategy. We typically engage outside appraisal firms to assist in the fair value determination of identifiable intangible assets and noncontrolling interest, if any, for significant acquisitions. The preliminary purchase price allocation is adjusted, as necessary, up to one year after the acquisition closing date if management obtains more information regarding asset valuation and liabilities assumed.