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Notice2025-15486

United States, et al. v. UnitedHealth Group Incorporated, et al.; Proposed Final Judgment and Competitive Impact Statement

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Published

August 14, 2025

Issuing agencies

Justice DepartmentAntitrust Division

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[Federal Register Volume 90, Number 155 (Thursday, August 14, 2025)]
[Notices]
[Pages 39268-39298]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-15486]

[[Page 39267]]

Vol. 90

Thursday,

No. 155

August 14, 2025

Part II

Department of Justice

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Antitrust Division

United States, et al. v. UnitedHealth Group Incorporated, et al.;
Proposed Final Judgment and Competitive Impact Statement; Notice

Federal Register / Vol. 90, No. 155 / Thursday, August 14, 2025 /
Notices

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DEPARTMENT OF JUSTICE

Antitrust Division

United States, et al. v. UnitedHealth Group Incorporated, et al.;
Proposed Final Judgment and Competitive Impact Statement

Notice is hereby given pursuant to the Antitrust Procedures and
Penalties Act, 15 U.S.C. 16(b)-(h), that a proposed Final Judgment,
Stipulation, and Competitive Impact Statement have been filed with the
United States District Court for the District of Maryland in United
States of America et al. v. UnitedHealth Group Incorporated, et al.,
Civil Action No. 1:24-cv-03267. On November 12, 2024, the United States
filed a Complaint alleging that UnitedHealth Group Incorporated's
proposed acquisition of Amedisys, Inc. would violate Section 7 of the
Clayton Act, 15 U.S.C. 18, and that Amedisys, Inc. violated Section 7A
of the Clayton Act, 15 U.S.C. 18a. The proposed Final Judgment requires
UnitedHealth Group Incorporated and Amedisys, Inc. to divest certain
home health, hospice, and palliative care branches and agencies to
BrightSpring Health Services, Inc. and The Pennant Group, Inc., and/or
to another acquirer acceptable to the United States. It additionally
requires Amedisys to pay a $1.1 million civil penalty for violation of
the HSR Act and to conduct antitrust compliance training for certain
Amedisys employees.
Copies of the Complaint, proposed Final Judgment, and Competitive
Impact Statement are available for inspection on the Antitrust
Division's website at <a href="http://www.justice.gov/atr">http://www.justice.gov/atr</a> and at the Office of
the Clerk of the United States District Court for the District of
Maryland. Copies of these materials may be obtained from the Antitrust
Division upon request and payment of the copying fee set by Department
of Justice regulations.
Public comment is invited within 60 days of the date of this
notice. Such comments, including the name of the submitter, and
responses thereto, will be posted on the Antitrust Division's website,
filed with the Court, and, under certain circumstances, published in
the Federal Register. Comments should be submitted in English and
directed to Jill C. Maguire, Acting Chief, Healthcare and Consumer
Products Section, Antitrust Division, Department of Justice, 450 Fifth
Street NW, Suite 4100, Washington, DC 20530 (email address: <a href="/cdn-cgi/l/email-protection#94d5c0c6bac4e1f6f8fdf7b9d7fbf9f9f1fae0e7b9c0e1fafaf1edb9d5f7e0b9d9d6d4e1e7f0fbfebaf3fbe2">[email&#160;protected]</a>).

Suzanne Morris,
Deputy Director Civil Enforcement Operations, Antitrust Division.

United States District Court for the District of Maryland

UNITED STATES OF AMERICA, U.S. Department of Justice, Antitrust
Division, 450 Fifth Street NW, Suite 4100, Washington, DC 20530,
STATE OF MARYLAND, 200 St. Paul Place, 19th Floor, Baltimore, MD
21202, STATE OF ILLINOIS, 115 S LaSalle Street, Floor 23, Chicago,
IL 60603, STATE OF NEW JERSEY, 124 Halsey Street--5th Floor, Newark,
NJ 07102, and STATE OF NEW YORK, 28 Liberty Street, New York, NY
10005, Plaintiffs, v. UNITEDHEALTH GROUP INCORPORATED, 9900 Bren
Road East, Minnetonka, MN 55343, and AMEDISYS, INC., 3854 American
Way, Suite A, Baton Rouge, LA 70816, Defendants.

Case No. 1:24-cv-03267
Judge James K. Bredar

Complaint

1. Millions of older Americans, some of the most vulnerable
patients in our healthcare system, benefit from receiving skilled
healthcare in their homes. These patients, who may need extra
assistance after a recent hospitalization or require help to manage
chronic conditions like heart failure, diabetes, or lung disease, get
the chance to recover at home instead of in hospitals or rehabilitation
facilities. Millions more hospice patients choose to spend their final
days in the comfort of their own homes. Receiving critical healthcare
services, emotional support, therapy services, and quality-of-life
assistance in the familiarity of their homes allows hospice patients to
live out their last days with dignity as pain-free and peacefully as
possible.
2. UnitedHealth Group Incorporated (``UnitedHealth'') and Amedisys,
Inc. (``Amedisys'') are two of the largest home health and hospice
service providers in the country. Today, competition between
UnitedHealth and Amedisys benefits millions of Americans who need home
health or hospice services. But the proposed merger between
UnitedHealth and Amedisys would forever eliminate that competition.
Under the law, the proposed merger is presumptively anticompetitive and
illegal. The United States and the state Attorneys General of Maryland,
Illinois, New Jersey, and New York bring this action to preserve
competition in markets that impact many of the most vulnerable patients
in America during their most vulnerable moments.
3. The fact that this merger would extinguish competition at the
expense of Americans is not a secret. Indeed, both UnitedHealth and
Amedisys recognize the value that direct competition between the two
companies provides to patients today. As Amedisys's former CEO and
current Board Chairman said, the ``pure competition'' between Amedisys
and UnitedHealth means the two companies ``keep each other honest and
we keep driving better and better quality. And who benefits from it?
Our patients.'' Today, UnitedHealth and Amedisys compete vigorously
against each other across their home health and hospice businesses.
Amedisys celebrates ``stealing share'' from UnitedHealth and develops
its strategy with UnitedHealth in mind. For its part, UnitedHealth has
aspired to ``put a dent in Amedisys.'' Now, by seeking to acquire
Amedisys, UnitedHealth would expand its home health and hospice
presence to an additional five states as well as gain nearly 500
locations across 32 states where it already competes.
4. Competition between the two companies also benefits the skilled
nurses who provide home health and hospice services. UnitedHealth and
Amedisys are each other's ``biggest competition'' for employing nurses
providing those services. UnitedHealth identifies Amedisys as among its
``Main 3'' competitors for nurses, targets Amedisys as its ``first line
of attack'' in recruiting campaigns, and celebrates ``kicking
[Amedisys's] [*]ss in hiring.'' Nurses who provide home health and
hospice services receive better wages and other employment terms as a
result of the direct competition between UnitedHealth and Amedisys.
5. UnitedHealth's plan to extinguish Amedisys as a competitor is
the result of an intentional, sustained strategy of acquiring, rather
than beating, competition. In 2022, UnitedHealth had concluded that
home healthcare--including home health and hospice services--would
``grow exponentially as the baby boom ages and as Millennials move into
older cohorts.'' Recognizing that it could not ``build enough capacity
internally'' to quickly establish the kind of outsized grip on the
industry it has amassed elsewhere, in February 2023 UnitedHealth
acquired LHC Group, Inc. (``LHC''), which was, at the time, the
nation's third-largest home health provider and a large hospice
provider. Now under UnitedHealth's umbrella, LHC is the second-largest
home health provider.
6. Just months after completing its acquisition of LHC,
UnitedHealth saw an opportunity to grow even larger. In May 2023,
Amedisys--the largest home health and hospice company in the country as
of 2022--agreed to merge

[[Page 39269]]

with infusion provider OptionCare. But the merger between Amedisys and
OptionCare presented a competitive threat to UnitedHealth's goal to
``grow exponentially.'' To prevent that from happening, UnitedHealth
was willing to pay. And pay it did, both through what is commonly known
as a ``breakup fee'' to OptionCare for terminating its merger with
Amedisys, and then separately by enticing Amedisys with a $3.3 billion
merger offer. Even though Amedisys's Chief Financial Officer and Chief
Operating Officer acknowledged in handwritten notes that the OptionCare
deal would be better for both employees and patients, Amedisys
ultimately agreed to be subsumed into UnitedHealth's fold.
7. The competition at stake with the proposed merger of
UnitedHealth and Amedisys is significant. Unlike OptionCare, which did
not compete directly with Amedisys, UnitedHealth and Amedisys are
direct competitors. If this merger proceeds, the combination of
UnitedHealth and Amedisys would result in UnitedHealth's control of 30
percent or more of the home health or hospice services in eight states.
8. The two companies are such large competitors that their proposed
merger is presumptively anticompetitive and illegal in hundreds of
local markets across America, implicating billions of dollars in
commerce.
9. The anticompetitive effects of this merger impact patients, as
well as those who do the hard work of caring for those patients: by
reducing competition for nursing services. In hundreds of labor markets
throughout the country, UnitedHealth's acquisition of Amedisys would
eliminate a competing employer and thereby deprive nurses of valuable
competition for pay and other employment terms. In short, vulnerable
patients and valued nurses in each of these local markets would have
fewer choices for home health and hospice services (or for employment)
because of the unlawful consolidation of two of the largest competing
home health and hospice providers--UnitedHealth and Amedisys.
10. Recognizing the illegal and anticompetitive impact of the
proposed merger, Defendants propose to divest assets in hundreds of
separate markets to VitalCaring Group (``VitalCaring'').
11. The proposed divestiture, however, will not eliminate the
threat to competition presented by the merger. VitalCaring will not
replace the competitive intensity lost by the merger. The company has
operated for only three years, and the hodgepodge of assets that it
would acquire would nearly double VitalCaring's size immediately. Not
only does VitalCaring's quality lag behind both UnitedHealth and
Amedisys, but several of VitalCaring's previously acquired assets saw
quality decrease post-acquisition. VitalCaring's private equity
investors have significantly written down their valuations of the
company due to its poor financial performance.
12. Worse still, VitalCaring faces a lawsuit in Delaware Chancery
Court seeking nearly half-a-billion dollars stemming from its current
CEO's alleged breaches of contractual and fiduciary duties while
leading a rival home health and hospice provider, Encompass Home Health
(``Encompass''). In a related action, a Texas state court held that
while CEO of Encompass, VitalCaring's current CEO ran VitalCaring
``from the shadows,'' and in violation of her contractual duties to
Encompass.
13. Even if VitalCaring were an adequate buyer, the divestiture
does not resolve the competitive overlap in over 100 home health and
hospice markets across 19 states and the District of Columbia,
accounting for well in excess of $1 billion in total commerce. Nor does
the divestiture address the harm to thousands of home health and
hospice nurses in labor markets across 18 states. And the divestiture
creates a new presumptively anticompetitive and illegal overlap around
Biloxi and Gulfport, Mississippi.
14. In December 2023, as part of the proposed acquisition, Amedisys
chose to certify that its submission complied with the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 (``HSR Act''). The production
was not complete and did not include a statement identifying what was
missing, as required by statute. Despite knowing about the infirmities
of its production and the inaccuracy of its certification, Amedisys
only attempted to rectify the issue months later, after the United
States discovered the issues and notified the company of the multiple
problems with its HSR Act compliance.
15. Beyond the markets at issue here, this merger would also affect
American healthcare more broadly. If UnitedHealth succeeds in buying
one of its most significant competitors in these presumptively
anticompetitive markets, the nation's three largest home health
providers would be owned by the nation's two largest Medicare Advantage
insurers--UnitedHealth, through LHC and Amedisys, and Humana, through
Kindred (which Humana purchased in 2021). This merger would also
further consolidate UnitedHealth's standing as the dominant force in
nearly every corner of the American healthcare system. Over the past
three years, UnitedHealth has spent more than $36 billion acquiring
companies in a variety of healthcare settings, turning itself into the
largest commercial health insurer in the United States; the largest
employer of physicians; the second-largest pharmacy benefit manager;
and one of the largest healthcare technology and service vendors.
16. UnitedHealth's acquisition of Amedisys would ensure that
UnitedHealth, not competition, would determine outcomes for patients in
home health and hospice and for the nurses that provide those services
in hundreds of local markets across the country.
17. The vulnerable patients who receive vital home health and
hospice services, as well as the nurses who provide those services,
deserve the benefits of competition between UnitedHealth and Amedisys.
Patients and nurses should not bear the risk of harm from the proposed
merger. Nor should they have to accept the gamble that an unproven and
struggling divestiture partner can replace the competition that the
merger would eliminate.
18. For these reasons, and those detailed below, UnitedHealth's
proposed acquisition of Amedisys threatens to substantially lessen
competition in local home health, hospice, and nurse labor markets
throughout the country. As a result, the United States and the
Attorneys General of Maryland, Illinois, New Jersey, and New York
respectfully request that the Court enjoin the merger pursuant to
Section 7 of the Clayton Act, 15 U.S.C. 18. The United States also
respectfully requests that the Court impose civil penalties on Amedisys
for its failure to comply with the HSR Act.

I. Home Health and Hospice Provide Critical Care to Vulnerable Patients

19. Home health and hospice services allow millions of vulnerable
Americans to rehabilitate, manage chronic conditions, or cope with the
end of their lives where they are most comfortable--at home.
20. Home health patients often need extra assistance after a recent
hospitalization or are managing chronic conditions like heart failure,
diabetes, lung disease, or dementia. Unsurprisingly, they often prefer
to receive skilled nursing and therapy services in the comfort of their
homes rather than in rehabilitation hospitals or nursing homes.
Receiving care at home from skilled nurses and other healthcare
professionals helps home health patients regain independence and enjoy
the simple pleasures of life--``to walk

[[Page 39270]]

outside, check the mail or pick up and hold their grandchild.''
21. Hospice services allow patients, usually seniors, who face
terminal conditions such as cancer, heart failure, or lung disease, to
enjoy the last days of their lives primarily in their own homes.
Receiving nursing care, emotional support, therapy, and quality-of-life
assistance in the familiarity of their homes allows hospice patients to
spend their last days as pain-free and peacefully as possible. Hospice
providers offer a wide range of services to support the physical,
psychosocial, spiritual, and emotional needs of terminally ill patients
and their family members. Hospice care is provided by interdisciplinary
teams of doctors, nurses, therapists, aides, chaplains, counselors,
social workers, and volunteers.
22. Because these services are typically offered to patients in
their homes, home health and hospice are fundamentally local
businesses. Patients generally seek care from home health and hospice
agencies that operate in the area around a patient's home. State laws
and regulations often limit the areas in which home health and hospice
providers can offer services. And providers, like UnitedHealth and
Amedisys, tailor services to meet the needs of local populations and
employ nurses who are within commuting distance of the patients they
serve.
23. Patients can receive home health services while enrolled either
in traditional Medicare or Medicare Advantage. Traditional Medicare is
a program administered by the Centers for Medicare and Medicaid
Services (``CMS'') for people aged 65 years or older, or people younger
than 65 if they have a disability or specified diseases. By contrast,
Medicare Advantage is a program administered by private insurance plans
that is an alternative to traditional Medicare. Approximately half of
Medicare-eligible patients use Medicare Advantage. Both CMS, which
directly pays for services provided to patients enrolled in traditional
Medicare, and Medicare Advantage insurers prefer that eligible patients
use home health services for post-acute care because doing so is
significantly less expensive than receiving similar care provided in
hospitals, rehabilitation centers, or skilled nursing facilities.
24. With respect to hospice, traditional Medicare pays for nearly
all hospice services provided in the United States, including for
seniors who are otherwise covered by Medicare Advantage. Under
Medicare, patients become eligible for hospice coverage once a doctor
certifies that a patient has less than six months left to live, and the
patient has chosen to stop any care that aims to cure their underlying
disease or illness. This requirement distinguishes hospice from nearly
all other healthcare services, which are curative and therefore not
substitutes for hospice.
25. Home health and hospice services rely on the ability and
expertise of skilled nurses, among other specialists, to provide
effective, high-quality, and personalized care. Home health and hospice
nurses develop close and meaningful relationships with patients, which
many nurses find particularly fulfilling. These nurses spend hours with
patients in their homes to provide care and comfort, which can
influence patients' recovery and satisfaction with care. Thus, patients
benefit when home health and hospice providers attract high quality,
compassionate nurses who can help improve patients' condition or care
for them in their final days.
26. Within home health and hospice, Medicare regulations and state
licensure laws distinguish between two different types of nurses:
registered nurses (``RNs'') and licensed practical nurses or licensed
vocational nurses (``LPN/LVNs'').\1\ As providers of basic medical
care, LPN/LVNs are restricted in their scope of duties; they cannot
perform initial assessments of patients or work without supervision. By
contrast, home health and hospice RNs can perform more advanced
clinical duties; they conduct specific types of visits, coordinate
care, and supervise other members of a patient's care team, including
LPN/LVNs.
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\1\ Licensed practical nurses and licensed vocational nurses
have the same responsibilities, educational preparation, roles, and
skill sets, but the name of the position varies between states.
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27. Home health and hospice nursing differ substantially from other
types of nursing. Many home health and hospice nurses prefer to remain
in home health and hospice rather than move to a different specialty.
Compared to many other types of nursing, home health and hospice
typically involve fewer and more flexible hours and greater
independence, especially compared to the rigid shifts often required in
hospitals. Further, home health and hospice nurses may find their work
less hectic than treating acute-care patients in hospitals. And hospice
nurses, unlike those in other specialties (including home health),
focus on the care, comfort, and quality of life of terminal patients
instead of curing these patients. In so doing, they bring compassion to
the emotionally taxing circumstances of working with terminally ill
patients. Many hospice nurses feel a specific ``calling'' to the field.
Hospice nursing is ``a hard role to fill,'' given that the job is
``fundamentally helping people die.''
28. Nursing positions in hospitals differ substantially from home
health and hospice nursing positions. Hospital nurses work at a fixed
location and work side-by-side with doctors and other nurses to provide
round-the-clock care; conversely, home health and hospice nurses travel
to patients' homes and largely work alone. In the fast-paced and often
unpredictable hospital environment, acute-care nurses tend to numerous,
very sick patients whose conditions can quickly deteriorate, whereas
home health and hospice nurses visit patients who are stable enough to
be at home. RNs in hospitals also tend to earn significantly more than
RNs working in home health and hospice.

II. UnitedHealth and Amedisys Compete Vigorously To Provide Home Health
and Hospice Services

A. UnitedHealth and Amedisys Are Two of the Three Largest Home Health
and Hospice Providers in the United States

29. UnitedHealth is a vertically integrated healthcare behemoth and
the fifth-largest company in the United States, with revenues of $372
billion in 2023. By 2022, it concluded that home healthcare--including
home health and hospice--would ``grow exponentially as the baby boom
ages and as Millennials move into older cohorts,'' and thus folded LHC
into its Optum Health business after acquiring LHC in February 2023.
LHC itself grew by rolling up rival home health and hospice providers,
acquiring 44 home health or hospice companies across more than 20
states from 2020 to 2023. Through LHC, UnitedHealth now operates over
530 home health locations and over 120 hospice locations, and employs
more than 5,000 nurses who provide home health and hospice services. In
2022, LHC collected around $2.3 billion in revenue, making about 12
million visits annually to patients in 37 states and the District of
Columbia.
30. As of 2023, Amedisys is the third-largest provider of both home
health and hospice services in the United States. In 2023, Amedisys
earned $2.2 billion in revenue and provided 10.6 million visits to
patients in 37 states and the District of Columbia. Like UnitedHealth,
Amedisys has grown through acquisitions, having spent more than $1
billion on acquisitions since 2019. Currently, Amedisys operates over
340 home health locations and over 160 hospice locations, and employs
over

[[Page 39271]]

3,600 nurses who provide home health and hospice services.

B. UnitedHealth and Amedisys Are Significant Competitors in Home Health
and Hospice Services

31. As two of the largest home health providers, UnitedHealth and
Amedisys compete head-to-head in many local markets. Before
UnitedHealth's acquisition of LHC, Amedisys's former CEO remarked that
LHC was ``defined by [Amedisys] and will have to keep up with
[Amedisys].'' Amedisys strategizes to ``tak[e] share'' and ``steal''
share from UnitedHealth in local markets, even monitoring UnitedHealth/
LHC's expansion following acquisitions.\2\ After UnitedHealth announced
its acquisition of LHC in 2023, Amedisys's senior executives told
investors that this purchase gave Amedisys a chance to steal share from
LHC in overlapping markets. Likewise, UnitedHealth competes to ``stand
out from'' and ``put a dent in'' Amedisys. UnitedHealth/LHC found it
``very frustrating'' that Amedisys had ``gain[ed] on us'' in local
markets and lamented ``being second choice'' to Amedisys.
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\2\ For clarity, ``UnitedHealth/LHC'' is used only in the
context of actions taken by LHC before being acquired by
UnitedHealth. After that acquisition, LHC is another subsidiary in
UnitedHealth's holdings, and is accordingly encompassed in the
definition of ``UnitedHealth.''
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32. UnitedHealth and Amedisys consistently identify each other as
significant home health competitors. They carefully monitor each
other's initiatives and performance in home health, and UnitedHealth
relishes opportunities to make ``competitive move[s] to block
Amedisys.''
33. UnitedHealth and Amedisys acknowledge that they also compete
directly in local markets to provide hospice services. They monitor
each other's earnings calls and financial performance for information
about each other's hospice businesses. UnitedHealth notes when
Amedisys's hospice business is ``kicking [UnitedHealth's] teeth in''
and when its hospice earnings lag behind those of Amedisys.
UnitedHealth also monitors Amedisys's hospice acquisitions and, in one
instance, expressed concern about Amedisys purchasing a hospice agency
because ``Amedisys does a lot of things that we do not do--if they get
a foothold in [the] county, they will likely push us out.'' Amedisys
similarly tracks UnitedHealth on numerous metrics, including
UnitedHealth's hospice admissions and service offerings.

C. UnitedHealth and Amedisys Compete on Quality and Service Offerings
in Home Health and Hospice

34. To win patients, home health and hospice providers distinguish
themselves on numerous factors, including quality of care and service
offered to patients. Although efforts to increase or maintain quality
and service are costly, higher quality and better service allow
UnitedHealth and Amedisys to attract patients directly and to appeal to
healthcare providers for patient referrals. As the CEO of
UnitedHealth's LHC acknowledged, quality is ``critically important'' in
these industries: ``everything is kind of focused and geared towards
ensuring we're the highest quality provider[] generating the best
outcomes that we can.''
35. Home health and hospice providers, including UnitedHealth and
Amedisys, receive most of their patients through referrals from other
healthcare providers, such as hospitals, physician practices, and
skilled nursing facilities. These referral sources identify which
patients in their care need home health or hospice services and often
provide information to patients and their families to help them select
a provider. UnitedHealth and Amedisys compete head-to-head for
referrals, tracking each other's strategies and responding to each
other's strategic decisions with the goal of stealing share. For home
health services, companies with more capacity can get more referrals
(and thus more share) because they can accept more patients.
Accordingly, their significant capacity differentiates UnitedHealth and
Amedisys from smaller companies with less capacity. Indeed, in the
words of Amedisys's former CEO and current chairman, ``[t]he winners in
our world will be those companies that have the capacity to fulfill the
demand.''
36. In home health, UnitedHealth and Amedisys compete on a variety
of quality dimensions, including delivering better clinical outcomes
and lower readmission rates to hospitals and skilled nursing
facilities. One quality metric considered by patients and by referral
sources when guiding patients are CMS's ``star ratings,'' comprised of
CMS-published reports summarizing how individual home health agencies
perform on various measures in aggregated fashion. CMS also makes star
ratings available on its ``Care Compare'' website, which patients can
consult when researching home health providers in their local area.
Both UnitedHealth and Amedisys compete against one another for higher
star ratings. As Amedisys's former CEO and current Board Chairman
explained, high star ratings equate to a ``[r]eferrals increase'' and
improvements in ``[v]olume and revenues,'' since patients ``flock[] to
care centers with higher Medicare Star Ratings.''
37. CMS quality metrics are also a dimension of competition in
hospice. CMS tracks individual hospice provider locations on a variety
of metrics representing hospice quality. These quality metrics cover
processes at the time of admission, care processes during the hospice
period, and the quantity of care provided in a patient's last few days.
CMS also surveys the family caregivers of patients who died while under
hospice care. This survey is used to create hospice-specific star
ratings, which have been published along with other hospice quality
measures on CMS's Care Compare website since August 2022.
38. In both home health and hospice, UnitedHealth and Amedisys
compete to obtain high quality scores from CMS. As a result, the two
companies constantly compare their quality scores and compete for
improved scores, celebrating when their respective numbers increase and
the other's do not. When Amedisys has higher scores on CMS measures,
UnitedHealth endeavors to raise its own scores in response, and
UnitedHealth's sales representatives tout higher CMS quality scores as
a differentiator from other providers, including Amedisys. For its
part, Amedisys arms its sales representatives with its CMS quality
scores emblazoned on customized marketing materials.
39. In addition to competing on quality metrics, UnitedHealth and
Amedisys laud their ability to admit home health patients quickly, a
fact valuable to both patients and referral sources. Defendants also
offer specialty home health programs tailored to specific patients. For
example, Defendants develop programs aimed at managing specific
conditions, such as heart failure or respiratory disease, and deploy
them in local areas where those conditions are prevalent. Further, they
compete by offering patients more touchpoints with clinicians outside
of in-home visits, such as having their staff call patients to follow
up. These efforts can meet additional patient needs and drive better
patient outcomes, manifesting, for instance, in lower hospital
readmission rates. Many of Defendants' smaller, local competitors lack
the resources to invest in larger workforces and programs, such as
local quality improvement coordinators, that create these advantages.
40. Similarly, in hospice, Defendants strive to admit patients
quickly and

[[Page 39272]]

offer specialty programs tailored to specific hospice patients--such as
veterans or those suffering from dementia, heart failure, or pulmonary
conditions, as well as therapies and services not covered by the
Medicare hospice benefit. They also compete by offering palliative
care, which focuses on relieving the symptoms of serious illness.
Palliative care can be a gateway for patients who may need hospice in
the near future and is another way that UnitedHealth and Amedisys
generate hospice referrals. UnitedHealth considers adding palliative
care programs--which are generally not profitable standing alone--in
locations where it would help its local hospice provider compete and
considers palliative care a ``HUGE differentiator'' for its hospice
business. As with home health services, UnitedHealth and Amedisys can
invest in these types of hospice-specific programs to a degree that
their smaller competitors typically cannot match. UnitedHealth and
Amedisys Compete on Price and Quality to Provide Home Health Services
to Medicare Advantage Insurers.
41. Home health providers like UnitedHealth and Amedisys also
compete on price and quality to be in-network with third-party Medicare
Advantage plans. CMS pays private insurers a set amount for each member
enrolled in the insurer's Medicare Advantage plan. In turn, the plans
want to increase profits, improve benefits for their members, and offer
low premiums, which they can do by controlling the costs of third-party
medical providers such as home health agencies. Medicare Advantage
insurers must include coverage for home health services in their
insurance offerings.
42. To reduce the costs of these services, Medicare Advantage
insurers seek out favorable rates and terms when contracting with home
health providers to deliver services across the local areas where their
members reside. Medicare Advantage insurers' members pay less for in-
network home health services than for out-of-network services; as a
result, in-network home health providers are likely to attract more
members from an insurer than are out-of-network providers. These
dynamics drive home health providers, including UnitedHealth and
Amedisys, to compete by offering lower rates and better terms to third-
party Medicare Advantage insurers for inclusion in insurers' networks.
Amedisys, for example, acknowledges that rates with Medicare Advantage
plans are ``driven down by price competition.'' UnitedHealth's
insurance arm acts accordingly, as it has attempted to resist rate
increases from Amedisys for UnitedHealth's own insurance plans by
``cit[ing] that [Amedisys's] rates are in line with another national
provider with a similar footprint (most likely LHC Group).''

D. UnitedHealth and Amedisys Compete To Hire and Retain Home Health and
Hospice Nurses, Including Those With Experience in These Fields

43. Today, Defendants employ thousands of home health and hospice
nurses and compete intensely to hire and retain them. Both companies
must continuously hire new nurses to expand their presence and to
replace nurses who leave. Home health and hospice nurses can play
UnitedHealth and Amedisys off each other during hiring negotiations,
resulting in higher pay or better conditions of employment.
44. UnitedHealth and Amedisys consider each other close,
substantial competitors in recruiting home health and hospice nurses.
UnitedHealth/LHC identified Amedisys as one of its ``[m]ain 3''
competitors to assess when preparing a report on the value proposition
for its home health and hospice employees. UnitedHealth also compares
itself to Amedisys on other facets, including working culture,
diversity and inclusion, application process, and Glassdoor ratings.
Likewise, Amedisys ``compare[s] recruiting strategies with close
competitors,'' including UnitedHealth.
45. As direct competitors, UnitedHealth and Amedisys try to recruit
each other's nurses. For example, UnitedHealth/LHC developed a
recruitment plan to target Amedisys's home health and hospice nurses in
the Northeast and Midwest. UnitedHealth and Amedisys have also tried to
poach each other's nurses following acquisitions, leadership changes,
and other major company events. For instance, a UnitedHealth/LHC Vice
President of Clinical Support worried, ``[w]ell I can[']t have
[Amedisys] competing with my team . . . I have 40 more people to hire
and I don't want Amed[isys] to take them!'' Conversely, after
UnitedHealth announced its acquisition of LHC, Amedisys believed that
LHC's impending ownership by UnitedHealth created the ``potential
opportunity to grab LHC employees as a result of their acquisition''
and sent out a mass email to all LHC employees it had on record
``targeting them in all [of Amedisys's] activities!!''
46. In response to this competition for nurses, UnitedHealth and
Amedisys have increased compensation. For example, UnitedHealth
retained a nurse who planned to leave for Amedisys by offering her a
``market match'' to increase her pay. Similarly, Amedisys increased its
sign-on bonus for a nurse position in Lafayette, Louisiana, after
hearing that UnitedHealth was offering a higher bonus, and in
Chattanooga, Tennessee, Amedisys offered a $10,000 retention bonus to
keep a home health nurse in Amedisys's ``endless battle with LHC'' for
the highest quality nurses.
47. To ensure their benefit offerings remain competitive,
UnitedHealth and Amedisys each track the benefits that the other offers
its home health and hospice nurses. UnitedHealth compares its health
insurance premiums to Amedisys's to provide ``a competitive benefits
package for [its] employees,'' and tracks Amedisys's provision of fleet
cars--a highly desirable benefit for some home health and hospice
nurses, who travel frequently as part of their job. In turn, Amedisys
compares its full suite of benefits--including health insurance,
disability insurance, paid leave, and 401(k) matches--to UnitedHealth's
when setting its benefits package.

III. The Proposed Acquisition Threatens To Subtantially Lessen
Competition for Home Health, Hospice, and Nurse Employment

48. UnitedHealth's proposed acquisition of Amedisys would be the
largest and most significant instance of a trend towards concentration
in the home health and hospice markets. This proposed acquisition, on
its own terms, threatens to substantially lessen competition in
hundreds of local markets for home health or hospice services across
the country. It would eliminate the fierce head-to-head competition
between UnitedHealth and Amedisys that has improved home health and
hospice quality and service, helped control home health costs for
Medicare Advantage plans, and enhanced compensation and other
employment terms for the nurses critical to providing care in these
markets.
49. The proposed acquisition would eliminate the benefits of
competition between UnitedHealth and Amedisys. Quality and service
would likely either deteriorate or improve more slowly without that
competition. UnitedHealth's competitors, many of whom lack the quality,
capacity, or resources to compete with UnitedHealth as robustly as
Amedisys can, are unable to replace that lost competition. Further,
given the high demand for home health services, there are many local
areas in which smaller home health providers frequently cannot accept
new patients. In these capacity-constrained markets, patients in the
local area cannot be placed into home health, and insurers

[[Page 39273]]

may struggle to control their costs. Combining UnitedHealth and
Amedisys--two of the three largest home health providers with
substantial capacity to accept new patients and provide high-quality
care--would give UnitedHealth significant and additional bargaining
leverage with third-party Medicare Advantage insurers and enable
UnitedHealth to command higher reimbursement rates.
50. So, too, the acquisition threatens to substantially lessen
competition in the employment prospects, compensation, and other
employment terms for home health nurses and hospice nurses. Today,
these nurses benefit from direct competition between UnitedHealth and
Amedisys to employ them; the complete loss of that competition that
would inevitably follow this merger would harm them as well.
Experienced home health and hospice nurses, many of whom prefer the
unique attributes of home health and hospice nursing, would likely be
directly and negatively impacted by the diminished labor-market
competition between Defendants.
51. In addition to the elimination of beneficial head-to-head
competition, in hundreds of local markets for home health services,
hospice services, and nursing employment, UnitedHealth's post-merger
market share and concentration levels would be so high that the
proposed merger is presumptively anticompetitive and illegal.

A. Relevant Markets for Home Health Services

1. Home Health Is a Relevant Service Market
52. Home health services is a relevant service market, and the sale
of those services to Medicare Advantage plans is also a relevant
service market. In Medicare Advantage markets, insurers negotiate on
price with home health providers, unlike in traditional Medicare
markets, where CMS sets compensation rates for home health providers.
53. Most patients who can receive home health services prefer to do
so rather than remain in an inpatient facility. As well, both CMS and
Medicare Advantage insurers recognize that, in addition to satisfying
patient demand, home health services are cost effective relative to
inpatient or post-acute care received in a facility. UnitedHealth,
Amedisys, and other industry participants treat home health services as
distinct from other healthcare services when organizing and reporting
on their businesses, and CMS has distinct criteria, often mirrored by
Medicare Advantage insurers, that providers and patients must meet to
offer or receive home health services.
54. Home health services are used predominantly by patients who are
insured by Medicare, either through traditional Medicare or Medicare
Advantage plans. For traditional Medicare, home health providers are
reimbursed for services provided to patients at non-negotiable rates
set by statute and by regulations promulgated by CMS. In contrast to
traditional Medicare, Medicare Advantage insurers negotiate with home
health providers on rates and terms. Unlike traditional Medicare,
patients covered by Medicare Advantage, who often have lower than
average incomes, may receive a more limited number of home health
visits, owe a co-pay or co-insurance for home health services, and can
be restricted to home health providers in their insurer's network.
These practical indicia and market realities establish that home health
services is a relevant services market.
55. Home health services satisfy the well-accepted ``hypothetical
monopolist'' test set forth in the DOJ and Federal Trade Commission's
(``FTC'') Merger Guidelines.\3\ The hypothetical monopolist test helps
determine if a group of products or services is sufficiently broad to
be a properly defined antitrust market. If a single firm (i.e., a
hypothetical monopolist) that controlled all sellers of a set of
products or services would impose a small but significant and non-
transitory increase in price (``SSNIP'') or other worsening of terms
(``SSNIPT'') without losing sufficient customers to make the SSNIP or
SSNIPT unprofitable, then that group of products or services is a
properly defined antitrust product or service market.
---------------------------------------------------------------------------

\3\ Dep't of Justice & Fed. Trade Comm'n, Merger Guidelines
(2023), available at <a href="https://www.justice.gov/atr/merger-guidelines">https://www.justice.gov/atr/merger-guidelines</a>.
---------------------------------------------------------------------------

56. Home health services satisfy the hypothetical monopolist test.
Patients would not substitute to other healthcare services (for
example, receiving post-acute care in a hospital) to deter a
hypothetical monopolist of home health services from imposing a SSNIPT.
57. Similarly, home health services sold to Medicare Advantage
insurers satisfy the hypothetical monopolist test. Medicare Advantage
insurers and their members would not substitute to other healthcare
services in sufficient numbers to deter a hypothetical monopolist of
home health services from imposing a SSNIP or SSNIPT.\4\
---------------------------------------------------------------------------

\4\ In the alternative, even if home health services provided to
traditional Medicare patients were analyzed as a separate relevant
service market, the proposed acquisition is unlawful.
---------------------------------------------------------------------------

2. Local Areas Where Patients Are Treated Constitute Relevant
Geographic Markets for Home Health Services
58. Home health patients receive care in their homes from
professionals who travel to them. In turn, those professionals
typically travel within areas that are a reasonable commute to the home
health patients that they serve and the offices of the agencies that
employ them. So, patients seeking home health services can only
practicably turn to agencies who have offices and offer services where
those patients live. Medicare Advantage insurers--who market and sell
their insurance plans at the county level--require in-network home
health agencies in the local areas where their members live. Moreover,
in many areas, laws and regulations, such as certificate of need laws,
limit the geographic area that a home health provider can serve. As a
result, competition to serve patients primarily occurs locally.
59. Localized markets where UnitedHealth or Amedisys treat home
health patients are relevant geographic markets in which to assess the
competitive effects of the proposed acquisition. A hypothetical
monopolist of home health services in each localized geography would
profitably impose a SSNIPT (for example, provide fewer services) or,
for Medicare Advantage plans, either a SSNIP (for example, higher
rates) or a SSNIPT.
3. The Proposed Acquisition Is Presumptively Anticompetitive and
Illegal in Hundreds of Home Health Markets
60. Under controlling law, the merger would increase concentration
enough to render it presumptively anticompetitive and illegal. See
United States v. Phila. Nat'l Bank, 374 U.S. 321, 362-64 (1963); Merger
Guidelines, Sec. 5.3. The proposed acquisition would result in a
presumptively unlawful increase in concentration in hundreds of local
home health markets, and local markets for home health services sold to
Medicare Advantage plans, in at least 23 states and the District of
Columbia. Appendix A is a non-exhaustive list of Defendants' home
health locations in markets that, after the proposed merger, would
become highly concentrated and in which anticompetitive effects can
therefore be presumed. The proposed merger is presumptively unlawful in
all

[[Page 39274]]

of these markets. In some of these local markets, Defendants' post-
merger share would reach monopoly levels. For example, in Maryland's
Eastern Shore, UnitedHealth would control more than 75% of home health
services provided to traditional Medicare and Medicare Advantage
patients. Under any plausible geographic market definition, the volume
of commerce in presumptively unlawful home health markets is at least
$1.6 billion annually.

B. Relevant Markets for Hospice Services

1. Hospice Services Provided to Medicare Beneficiaries Is a Relevant
Service Market
61. Traditional Medicare covers the vast majority of hospice
services in the United States. For hospice providers to be reimbursed
by traditional Medicare, their services must satisfy distinct CMS
regulations unique to hospice. Defendants and other industry
participants regard hospice services as distinct from other healthcare
services in how they organize and report on their businesses. These
practical indicia and market realities establish that hospice services
provided to Medicare patients is a relevant service market.
62. A hypothetical monopolist of hospice services provided to
traditional Medicare patients would likely impose a SSNIPT without
losing sales sufficient to make its worsened terms, including decreased
quality or service, unprofitable. In the face of a SSNIPT, traditional
Medicare patients would continue to require hospice services, and
patients would not shift to services other than hospice in sufficient
numbers to make the SSNIPT unprofitable.

2. Local Areas Where Patients Are Treated Constitute Relevant
Geographic Markets for Hospice Services
63. Hospice patients typically receive care in their homes from
caregivers who travel to them. And, in turn, those hospice caregivers
typically travel within areas that are a reasonable commute to the
hospice patients that they serve and the offices of the agencies that
employ them. So, patients seeking hospice care can only practicably
turn to agencies who have offices and offer services where those
patients live. As with home health, in many areas, certificate of need
laws, other laws, or regulations limit the geographic area that a
hospice provider can serve. Hospice competition therefore primarily
occurs locally.
64. Localized markets where UnitedHealth or Amedisys treat hospice
patients are relevant geographic markets in which to assess the
competitive effects of the proposed acquisition. A hypothetical
monopolist of all hospice services provided to traditional Medicare
patients in each localized market would profitably impose a SSNIPT.
3. The Proposed Acquisition Is Presumptively Anticompetitive and
Illegal in Dozens of Hospice Markets
65. The proposed acquisition would result in a presumptively
unlawful increase in concentration in dozens of hospice markets in at
least eight states. Appendix B is a non-exhaustive list of Defendants'
hospice locations in markets that, after the proposed merger, would
become highly concentrated and in which anticompetitive effects can
therefore be presumed. The merger is presumptively unlawful in all of
these markets.
66. As with home health, UnitedHealth's acquisition of Amedisys
would result in near-monopoly shares in some local markets. In the area
of Parkersburg, West Virginia, for example, after the transaction,
UnitedHealth would control more than 90% of hospice services provided
to traditional Medicare patients. Under any plausible geographic market
definition, the volume of commerce in presumptively unlawful hospice
markets is at least $300 million annually.

C. Relevant Markets for the Labor of Home Health and Hospice Nurses

1. Home Health and Hospice Nurses Are Relevant Labor Markets
67. RNs and LPN/LVNs working in home health are each a relevant
labor market. RNs working in hospice constitute a separate relevant
labor market. The characteristics of home health and hospice work
distinguish the nurses who work in these markets from one another, as
well as from nurses who work in other healthcare settings. Home health
and hospice nursing each involve providing different services to treat
different patients in their homes and offer different compensation and
working conditions from each other and from other nursing
opportunities. Both nurses and employers recognize that home health and
hospice nursing have different characteristics from nursing services
provided in other settings. These practical indicia and market
realities establish that both employment for home health nurses and
hospice nurses are each relevant labor markets.
68. A hypothetical monopsonist employer (i.e., a monopolist
purchaser of labor) of either home health or hospice nurses would be
able to impose a SSNIPT in the form of lower wages, worse benefits or
other employment terms, or worse working conditions. Not enough home
health or hospice nurses would shift to alternative forms of nursing to
make a SSNIPT unprofitable.
2. The Relevant Geographic Markets for Nurse Labor Are Local
69. Nurses who work in home health or hospice settings commute to
multiple patients each day and to the offices of the agencies that
employ them. Thus, the areas where they offer services must be within a
reasonable distance of their homes. This means that home health and
hospice nurses can only practicably turn to alternative employers who
have offices and serve patients residing within a reasonable commuting
distance. As a result, the relevant geographic markets for home health
and hospice nurse labor are the county or set of counties where a
predominant number of nurses reside who are willing to commute to the
patients of UnitedHealth or Amedisys for their home health or hospice
locations. A hypothetical monopsonist in each of the local markets for
home health and hospice nurses would profitably impose a SSNIPT. In
response to a SSNIPT, home health and hospice nurses are unlikely to
relocate themselves (and potentially their families) outside of their
local area to work for another home health or hospice provider or to
leave either home health or hospice employment.
3. The Transaction Is Presumptively Anticompetitive and Illegal in
Hundreds of Labor Markets
70. The proposed acquisition would result in a presumptively
unlawful increase in concentration in hundreds of local labor markets
in at least 24 states. Appendix C is a non-exhaustive list of
Defendants' locations in markets in which the transaction would result
in a significantly increased concentration for the employment of home
health and hospice nurses. In each of these markets, UnitedHealth's
proposed acquisition of Amedisys is presumptively unlawful.
UnitedHealth's acquisition of Amedisys would cause the combined firm to
have near total monopsony shares in several markets. For example, in
Maryland's Eastern Shore, after the transaction, UnitedHealth would
employ more than 70% of both home health RNs and LPN/LVNs. Under any
plausible geographic market definition, the presumptively unlawful
labor markets would impact at least 8,000 nurses.

[[Page 39275]]

IV. Defendants' Proposed Divestitures Fail To Eliminate the Proposed
Acquisition's Threat to Competition

71. For some markets in which the proposed transaction results in
presumptively unlawful increases in concentration, UnitedHealth
proposes to divest home health and hospice locations to a much smaller
competitor, VitalCaring. But VitalCaring is unlikely to replace the
competition that would be lost by UnitedHealth's acquisition of
Amedisys, or eliminate the threat to competition the acquisition poses;
VitalCaring is an unproven company with only three years of operational
experience, poor financial performance, and potentially catastrophic
legal exposure.
72. Unlike Defendants' successful home health and hospice
businesses, VitalCaring has struggled. Founded in 2021, VitalCaring is
owned equally by two private equity firms, The Vistria Group
(``Vistria'') and Nautic Partners (``Nautic''), as well as
VitalCaring's current CEO. To date, VitalCaring's business, which
consists of 57 home health and 7 hospice locations in six states in the
southeastern United States, performs less than a million visits
annually and has continued to underperform financially. VitalCaring's
valuation has plummeted since the end of 2021, and its two private
equity owners have significantly written down their investments in the
company. If the merger is consummated and the divestiture occurs,
VitalCaring would acquire--and need to successfully integrate--mix-and-
match assets that would double its current size, as well as begin
providing services in new local markets in many states where it has no
current presence, all in order to have any hope of matching Defendants'
present services. VitalCaring's quality metrics also fall short of both
Defendants', and, after acquisition by VitalCaring, other providers saw
their quality scores decline.
73. Worse still, VitalCaring faces significant liability stemming
from Ms. Anthony's alleged breaches of her fiduciary duties to her
former employer, rival Encompass (now Enhabit). A Texas state court
found in 2022 that VitalCaring's current CEO violated her contractual
obligations to Encompass. Specifically, that while CEO of Encompass,
she clandestinely worked with Nautic and Vistria ``from the shadows''
to form VitalCaring before she formally joined it, poaching many of
Encompass's employees in the process. These same facts underpin
Enhabit's pending lawsuit filed in the Delaware Court of Chancery
against VitalCaring, several of its executives and directors, and its
private-equity sponsors for aiding Ms. Anthony's alleged breaches of
her fiduciary duties. Enhabit seeks nearly half a billion dollars in
damages, and a decision in the case is expected any day. An adverse
judgment in this lawsuit could imperil VitalCaring's corporate
viability or its ability to operate the divested assets with the
competitive intensity sufficient to replace the competition lost from
Defendants' unlawful merger.
74. Apart from VitalCaring's inadequacies that draw into question
whether a divestiture of any assets to it could be successful,
UnitedHealth's divestiture would still leave over 100 home health,
hospice, and nurse labor markets unremedied. UnitedHealth's acquisition
of Amedisys would increase concentration in these markets to levels at
which anticompetitive effects are presumed and the transaction is
unlawful. These unremedied markets annually generate at least a billion
dollars in revenue and serve at least 200,000 patients; they also
employ at least 4,000 nurses.
75. Further, UnitedHealth's proposed divestiture would also create
an additional anticompetitive overlap in the area of Biloxi and
Gulfport, Mississippi. In this market, VitalCaring's acquisition of
divestiture assets would increase concentration to a level that is
presumptively unlawful.

V. No Countervailing Factors Rebut the Presumption of Competitive Harm
From the Proposed Acquisition

76. Entry or expansion by other home health and hospice providers
would not alleviate the substantial harm to competition threatened by
this proposed merger. Home health and hospice markets feature high
barriers to entry and expansion. Among other barriers to entry, laws
and regulations, such as certificate of need laws, prevent or
significantly delay new entry in many areas. UnitedHealth's and
Amedisys's strategies of growth by acquiring other home health and
hospice providers reflect the difficulty of entry or expansion in home
health and hospice services.
77. In addition, the merger is unlikely to generate verifiable,
merger-specific efficiencies in the relevant markets, let alone enough
to sufficiently prevent or outweigh the significant anticompetitive
effects that are likely to occur.

VI. Amedisys Violated Section 7A of the Clayton Act

A. The HSR Act and HSR Rules

78. The HSR Act, also known as Section 7A of the Clayton Act, 15
U.S.C. 18a, is an essential part of modern antitrust enforcement. Among
other things, it requires the buyer and seller of voting securities or
assets above a certain value \5\ to notify the DOJ's Antitrust Division
and the FTC prior to consummating the acquisition, so as to provide the
agencies with sufficient opportunity to review proposed transactions
and to determine whether to seek an injunction to prevent transactions
that may violate the antitrust laws.
---------------------------------------------------------------------------

\5\ UnitedHealth's $3.3 billion acquisition of Amedisys is
subject to the HSR Act's notification requirements.
---------------------------------------------------------------------------

79. Section 7A(e) of the HSR Act authorizes the investigating
agency to require merging parties to produce ``additional information
or documentary material relevant to the proposed acquisition.'' 15
U.S.C. 18a(e)(1)(A). Demands for information under Section 7A(e) are
commonly known as ``Second Requests.'' Second Requests prevent the
parties from closing their transaction until 30 days after the parties
have provided the investigating agency with ``all the information and
documentary material'' requested. 15 U.S.C. 18a(e)(2)(A). A party that
does not provide all materials required by the Second Request must
provide ``a statement of the reasons for such noncompliance.'' 15
U.S.C. 18a(e)(2)(B). The FTC, with the concurrence of the Antitrust
Division, is authorized to promulgate rules defining terms used in the
Act and other rules that are necessary and appropriate to carry out the
purposes of the notification and waiting period provisions. 15 U.S.C.
18a(d)(2). The HSR Act Rules are promulgated at 16 CFR 801-803.
80. For transactions such as the proposed acquisition of Amedisys,
the waiting period ends 30 days after a party provides all the
information required by the Second Request or provides a partial
response along with a statement of reasons for noncompliance. 15 U.S.C.
18a(b)(1)(B), (e)(2)(b). Accordingly, the HSR Rules require that a
party's final submission in response to a Second Request be accompanied
by a certification attesting that the information provided is ``true,
correct, and complete in accordance with the statute and rules.'' 16
CFR 803.6(a)(2), (b); Notification and Report Form, appendix to 16 CFR
pt. 803.

[[Page 39276]]

81. Under Section 7A(g) of the Clayton Act, 15 U.S.C. 18a(g), a
corporation that fails to comply with the HSR Act is liable to the
United States for a civil penalty for each day it is in violation. The
maximum amount of civil penalty during the period relevant to this
Complaint was $51,744 per day. Federal Civil Penalties Inflation
Adjustment Act of 2015, Public Law 114-74 Sec. 701 (further amending
the Federal Civil Penalties Inflation Adjustment Act of 1990); Rule
1.98, 16 CFR 1.98, 89 FR 1,445 (Jan. 10, 2024).

B. Despite Providing an Erroneous and Inaccurate Submission, Amedisys
Certified That It Was Complete and Did Not Identify What Was Missing

82. On July 5, 2023, UnitedHealth and Amedisys filed HSR
notifications with the FTC and the Antitrust Division. On August 4,
2023, the Antitrust Division issued Second Requests to UnitedHealth and
Amedisys requiring documents, data, and information about the
companies, the industry, and the merger. These Second Requests included
detailed instructions for compliance. If any responsive documents or
information had been lost or destroyed, Section (e)(2)(B) of the HSR
Act, Section 803.3 of the HSR Rules, and Instruction 15 of the Second
Requests required each Defendant to inform the Antitrust Division and
explain what happened.
83. In summer 2023, Amedisys first became aware of a potential
problem with the email archiving system that it relied on to maintain
documents related to litigation or responsive to regulatory requests.
This problem persisted for an approximately 30-day period between May-
June 2023, coinciding with UnitedHealth and Amedisys's negotiation of
their proposed merger. After discovery of the problem with the email
archiving system, the May-June 2023 emails were not recovered from that
system, and the issue remained unresolved by the vendor on December 18,
2023.
84. On December 18, 2023, Amedisys certified that that it had
complied with its Second Request and that its response was ``true,
correct, and complete in accordance with the statute and rules'' as
required by Section 803.6 of the HSR Rules. But that certification was
erroneous and inaccurate because Amedisys failed to provide a statement
of reasons for its partial compliance with the Second Request and to
disclose the missing emails from May-June 2023, during which
UnitedHealth and Amedisys were negotiating the proposed merger.
85. Amedisys also failed to produce any hard copy documents from
any custodian prior to its December 18, 2023 certification, despite
Amedisys's knowledge of the existence of such hard copy documents. For
example, in his June 2023 book, Amedisys's former CEO and current
Chairman of the Board touted his copious handwritten notes about his
``Amedisys journey.''
86. Amedisys also knew of, but failed to produce, text messages for
over half of its custodians prior to its December 18, 2023
certification. In a few instances, some text messages called for by the
Second Request may have been permanently lost.
87. Amedisys did not acknowledge its deficiencies until the
Division found and presented evidence of them. For over eight months
after its erroneous and inaccurate December 18, 2023 certification,
Amedisys produced more than 2.5 million additional documents--including
hundreds of thousands of emails, hard copy documents, and text messages
that pre-dated its December 18, 2023 certification--to complete its
response to the Second Request. These post-December 18, 2023
productions represent a greater volume of documents than Amedisys
produced before certifying compliance with the Second Request on
December 18, 2023. And these belated productions included materials
from earlier in 2023 that were clearly relevant to the potential impact
of this merger on competition in the markets for home health and
hospice services and for nurses' labor. They included, for example: an
email from Amedisys's current CEO to other C-Suite executives debating
the risks related to the transaction and likely divestitures; a text
message from Amedisys's Senior Vice President of Revenue Cycle
Management discussing how UnitedHealth is ``[l]ocking up the home
health and hospice market in many locations;'' and a hard copy document
from Amedisys's Chief Financial Officer and Chief Operating Officer
describing UnitedHealth's offer as ``opportunistic.''
88. More than eight months after its erroneous and inaccurate
certification, on August 26, 2024, Amedisys submitted a second
certification in accordance with Section 803.6 of the Rules attesting
compliance with its Second Request.
89. Amedisys was continuously in violation of the requirements of
the HSR Act each day beginning on December 18, 2023, until it submitted
a second certification attesting that it had submitted a complete
response to its Second Request on August 26, 2024.

VII. Jurisdiction and Venue

90. Plaintiff United States brings this action pursuant to Section
15 of the Clayton Act, 15 U.S.C. 25, to restrain Defendants from
violating Section 7 of the Clayton Act, 15 U.S.C. 18.
91. Plaintiff States, by and through their respective Attorneys
General, bring this action in their respective sovereign capacities and
as parens patriae on behalf of the citizens, general welfare, and
economy of their respective States under their statutory, equitable, or
common law powers, and pursuant to Section 16 of the Clayton Act, 15
U.S.C. 26, to prevent and restrain Defendants from violating Section 7
of the Clayton Act, 15 U.S.C. 18.

A. Jurisdiction

92. Defendants are both engaged in, and their activities
substantially affect, interstate commerce. UnitedHealth provides home
health and hospice services in many states. Amedisys also provides home
health and hospice services in numerous states. The Court therefore has
subject-matter jurisdiction over this action under 15 U.S.C. 25 and 28
U.S.C. 1331, 1337(a), and 1345.

B. Personal Jurisdiction and Venue

93. Defendants conduct business within the District of Maryland;
UnitedHealth has 14 home health locations in Maryland, and Amedisys has
12 home health and hospice locations in the state. UnitedHealth also
has both an orientation and training center and a separate ``Network
Management'' center in Columbia, Maryland, as well as a remote billing
office, that employs 100 individuals, in Frederick, Maryland to support
its home health business. Defendants are thus subject to personal
jurisdiction within this District and venue is proper under 15 U.S.C.
22 and 28 U.S.C. 1391.

VIII. Violations Alleged

COUNT I: SECTION 7 OF THE CLAYTON ACT

(By Plaintiffs Against UnitedHealth and Amedisys)
94. Plaintiffs hereby incorporate paragraphs 1 through 93 above as
if set forth fully herein.
95. Unless enjoined, the effect of the proposed acquisition may be
to substantially lessen competition for home health services in
hundreds of local markets throughout the United States (``relevant home
health markets''), in violation of Section 7 of the Clayton Act, 15
U.S.C. 18, by:
a. Increasing concentration in the relevant home health markets to
levels that are so clearly indicative of lessened

[[Page 39277]]

competition as to render UnitedHealth's acquisition presumptively
unlawful;
b. Eliminating head-to-head competition in the relevant home health
markets;
c. Stagnating or worsening non-price dimensions of competition,
such as quality and service, in the relevant home health markets;
d. Raising prices and worsening terms for patients in markets for
home health services sold to Medicare Advantage; and
e. Reducing competition generally in the relevant home health
markets.
96. Unless enjoined, the effect of the proposed acquisition may be
to substantially lessen competition for hospice services provided to
traditional Medicare beneficiaries in dozens of local markets
throughout the United States (``relevant hospice markets''), in
violation of Section 7 of the Clayton Act, 15 U.S.C. 18, by:
a. Increasing concentration in the relevant hospice markets to
levels that are so clearly indicative of lessened competition as to
render UnitedHealth's acquisition presumptively unlawful;
b. Eliminating head-to-head competition in the relevant hospice
markets;
c. Stagnating or worsening non-price dimensions of competition,
such as quality and service, in the relevant hospice markets; and
d. Reducing competition generally in the relevant hospice markets.
97. Unless enjoined, the effect of the proposed acquisition may be
to substantially lessen competition for the labor of home health and
hospice nurses in hundreds of local markets throughout the United
States (``relevant labor markets''), in violation of Section 7 of the
Clayton Act, 15 U.S.C. 18, by:
a. Increasing concentration in the relevant labor markets to levels
that are so clearly indicative of lessened competition as to render
UnitedHealth's acquisition presumptively unlawful;
b. Eliminating head-to-head competition in the relevant labor
markets for (1) home health nurses and (2) hospice nurses;
c. Stagnating or worsening wages and other employment terms in the
relevant labor markets; and
d. Reducing competition generally in the relevant labor markets.

COUNT II: VIOLATION OF THE HSR ACT

(By the United States Against Amedisys)
98. Plaintiff United States hereby incorporates paragraphs 1
through 97 above as if set forth fully herein.
99. On December 18, 2023, Amedisys chose to submit to the Antitrust
Division a certification attesting that it had complied with its Second
Request and that its response was ``true, correct, and complete'' in
accordance with the statute and the Rules. At the time of the
certification, as Amedisys was aware, its response was not true,
correct, or complete in accordance with the statute and the Rules.
Amedisys did not identify, as required by statute, the information
missing from its production.
100. Amedisys submitted a second certification attesting compliance
with its Second Request on August 26, 2024, asserting that its
compliance was complete.
101. Amedisys was in continuous violation of the requirements of
the HSR Act each day beginning on December 18, 2023, until at least
August 26, 2024.

IX. Request for Relief

102. Plaintiffs collectively request that, as to Defendants, the
Court:
a. Adjudge and decree UnitedHealth's acquisition of Amedisys to
violate Section 7 of the Clayton Act, 15 U.S.C. 18;
b. Permanently enjoin Defendants from consummating the proposed
acquisition or from entering into or carrying out any other contract,
agreement, or understanding, the effect of which would be to combine
UnitedHealth and Amedisys;
c. Award Plaintiffs an amount equal to their costs and fees
incurred in bringing this action; and
d. Grant Plaintiffs other such relief that the Court deems just and
proper.

103. Plaintiff United States requests that, as to Defendant
Amedisys, the Court:
a. Adjudge and decree that Defendant Amedisys violated the HSR Act,
15 U.S.C. 18a, and that Defendant Amedisys was in violation of the Act
for, at a minimum, each day of the period from the time of its
erroneous and inaccurate certification on December 18, 2023, through at
least the date it re-certified compliance on August 26, 2024;
b. Order Defendant Amedisys to pay the United States an appropriate
civil penalty as provided by the HSR Act, 15 U.S.C. 18a(g), the Federal
Civil Penalties Inflation Adjustment Improvements Act of 2015, Public
Law 114-74, 129 Stat. 599 (2015) (amending the Federal Civil Penalties
Inflation Adjustment Act, Pub. L. 101-410, 104 Stat. 890 (codified at
28 U.S.C. 2461 note)), and the Federal Trade Commission Rule 16 CFR
Part 1, 89 FR 1446 (Jan. 10, 2024);
c. Award Plaintiff an amount equal to its costs and fees incurred
in bringing this action;
d. Grant Plaintiff other such relief that the Court deems just and
proper.
Dated: November 12, 2024.

Respectfully submitted,

FOR PLAINTIFF UNITED STATES OF AMERICA:

JONATHAN S. KANTER,
Assistant Attorney General for Antitrust.

DOHA G. MEKKI,
Principal Deputy Assistant Attorney General for Antitrust.

HETAL J. DOSHI,
Deputy Assistant Attorney General for Antitrust.

MICHAEL B. KADES,
Deputy Assistant Attorney General for Antitrust.

RYAN DANKS,
Director of Civil Enforcement.

SUZANNE MORRIS,
Deputy Director of Civil Enforcement Operations.

GEORGE C. NIERLICH,
Deputy Director of Civil Enforcement.

DAVID E. DAHLQUIST,
Acting Deputy Director of Civil Litigation.

JILL C. MAGUIRE,
Acting Chief, Healthcare and Consumer Products Section.

GARRETT M. LISKEY,
Acting Assistant Chief, Healthcare and Consumer Products Section.

ERIN K. MURDOCK-PARK *
BENJAMIN H. ABLE,
SERAJUL F. ALI,
GIANCARLO R. AMBROGIO,
AARON COMENETZ,
CHRIS S. HONG,
ADAM KINKLEY,
JOHN P. LOHRER,
SONIA M. ORFIELD,
SARAH V. RIBLET,
SARAH R. SCHEINMAN,
DAVID M. STOLTZFUS,
PAUL TORZILLI,
MELODY WANG,
ABIGAIL U. WOOD,
Special Appearances Pending
Attorneys
United States Department of Justice, Antitrust Division, 450 Fifth
Street NW, Suite 4100, Washington, DC 20530, Telephone: (202) 445-
8082, Facsimile: (202) 307-5802, Email: <a href="/cdn-cgi/l/email-protection#1e7b6c777030736b6c7a717d75336e7f6c755e6b6d7a717430797168">[email&#160;protected]</a>.

Attorneys for Plaintiff United States of America.
* LEAD ATTORNEY TO BE NOTICED.

FOR PLAINTIFF STATE OF MARYLAND:

ANTHONY G. BROWN,
Attorney General

Schonette J. Walker,
USDC Md Bar No. 19490, Assistant Attorney General Chief, Antitrust
Division, <a href="/cdn-cgi/l/email-protection#34474355585f5146745b55531a47405540511a59501a4147">[email&#160;protected]</a>.

Byron Warren,
USDC Md Bar No. 30169, Assistant Attorney General,
<a href="/cdn-cgi/l/email-protection#711306100303141f311e10165f02051005145f1c155f0402">[email&#160;protected]</a>.

Maryland Office of the Attorney General,
200 St. Paul Place, 19th Floor, Baltimore, MD 21202, 410-576-6470.

Attorneys for Plaintiff State of Maryland.

FOR PLAINTIFF STATE OF ILLINOIS:

[[Page 39278]]

KWAME RAOUL,
Attorney General.

Richard S. Schultz (Pro hac vice forthcoming)
Assistant Attorney General, <a href="/cdn-cgi/l/email-protection#d381bab0bbb2a1b7fd80b0bba6bfa7a993babfb2b4fdb4bca5">[email&#160;protected]</a>.

Jennifer Coronel (Pro hac vice forthcoming)
Assistant Attorney General, <a href="/cdn-cgi/l/email-protection#18527d7676717e7d6a365b776a77767d74587174797f367f776e">[email&#160;protected]</a>.

John Milligan (Pro hac vice forthcoming),
Assistant Attorney General, <a href="/cdn-cgi/l/email-protection#a7edc8cfc989eacecbcbcec0c6c9e7cecbc6c089c0c8d1">[email&#160;protected]</a>.

Office of the Illinois Attorney General,
115 S LaSalle Street, Floor 23, Chicago, IL 60603, (312) 814-3000.

Attorneys for Plaintiff State of Illinois.

FOR PLAINTIFF STATE OF NEW JERSEY:

MATTHEW J. PLATKIN,
Attorney General of New Jersey.

Yale A. Leber (Pro hac vice forthcoming),
Deputy Attorney General, Antitrust Litigation and Competition
Enforcement Section, <a href="/cdn-cgi/l/email-protection#e2bb838e87ccae87808790a28e8395cc8c888d8385cc858d94">[email&#160;protected]</a>.

Isabella R. Pitt (Pro hac vice forthcoming),
Deputy Attorney General/Assistant Chief, Antitrust Litigation and
Competition Enforcement Section, <a href="/cdn-cgi/l/email-protection#d29ba1b3b0b7bebeb3fc82bba6a692beb3a5fcbcb8bdb3b5fcb5bda4">[email&#160;protected]</a>.

New Jersey Office of Attorney General,
Division of Law, 124 Halsey Street--5th Floor, Newark, NJ 07102,
(862) 381-4150.

Attorneys for Plaintiff State of New Jersey.

FOR PLAINTIFF STATE OF NEW YORK:

LETITIA JAMES,
Attorney General of New York.

Saami Zain (Pro hac vice forthcoming),
Assistant Attorney General, <a href="/cdn-cgi/l/email-protection#a4f7c5c5c9cd8afec5cdcae4c5c38acadd8ac3cbd2">[email&#160;protected]</a>.

Amy E. McFarlane (Pro hac vice forthcoming),
Deputy Chief, Antitrust Bureau, <a href="/cdn-cgi/l/email-protection#20614d590e6d436641524c414e456041470e4e590e474f56">[email&#160;protected]</a>.

Elinor R. Hoffmann (Pro hac vice forthcoming),
Chief, Antitrust Bureau, <a href="/cdn-cgi/l/email-protection#b6f3dadfd8d9c498fed9d0d0dbd7d8d8f6d7d198d8cf98d1d9c0">[email&#160;protected]</a>.

Christopher D'Angelo (Pro hac vice forthcoming),
Chief Deputy Attorney General, Economic Justice Division,
<a href="/cdn-cgi/l/email-protection#480b203a213b3c2738202d3a660c6f09262f2d242708292f662631662f273e">Christopher.D'[email&#160;protected]</a>.

New York State Office of the Attorney General,
28 Liberty Street, New York, NY 10005, (212) 416-8262.

Attorneys for Plaintiff State of New York.

United States District Court for the District of Maryland

UNITED STATES OF AMERICA, Et al., Plaintiffs, v. UNITEDHEALTH
GROUP INCORPORATED and AMEDISYS, INC. Defendants.

Case No. 1:24-cv-03267
Judge James K. Bredar

Proposed Final Judgment

Whereas, Plaintiff, United States of America, along with the
Attorneys General of Maryland, Illinois, New Jersey, and New York
(collectively, the ``Plaintiff States''), filed their Complaint on
November 12, 2024;
And whereas, the United States, Plaintiff States, and Defendants,
UnitedHealth Group Incorporated and Amedisys, Inc., have consented to
entry of this Final Judgment without the taking of testimony, without
trial or adjudication of any issue of fact or law, and without this
Final Judgment constituting any evidence against or admission by any
party relating to any issue of fact or law;
And whereas, Defendants agree to make certain divestitures and to
undertake certain actions to resolve claims that Defendants' merger
would allegedly violate Section 7 of the Clayton Act, 15 U.S.C. 18, and
Defendant Amedisys agrees to undertake certain actions to resolve the
claim that Amedisys allegedly violated Section 7A of the Clayton Act,
also known as the Hart-Scott-Rodino Antitrust Improvements Act of 1976
(``HSR Act''), 15 U.S.C. 18a;
And whereas, Defendants represent that the divestitures and other
relief required by this Final Judgment can and will be made and that
Defendants will not later raise a claim of hardship or difficulty as
grounds for asking the Court to modify any provision of this Final
Judgment or claim that any provision of this Final Judgment is
unenforceable because it is unclear or ambiguous;
Now therefore, it is ordered, adjudged, and decreed:

I. Jurisdiction

The Court has jurisdiction over the subject matter of and each of
the parties to this action. The Complaint states a claim upon which
relief may be granted against Defendants under Section 7 of the Clayton
Act (15 U.S.C. 18) and against Defendant Amedisys under Section 7A of
the Clayton Act (15 U.S.C. 18a).

II. Definitions

As used in this Final Judgment:
A. ``UnitedHealth'' means Defendant UnitedHealth Group
Incorporated, a Delaware corporation with its headquarters in Eden
Prairie, Minnesota, its successors and assigns, and its subsidiaries,
and divisions, and controlled groups, affiliates, partnerships, and
joint ventures, and their directors, officers, managers, agents, and
employees.
B. ``Amedisys'' means Defendant Amedisys, Inc., a Delaware
corporation with its headquarters in Baton Rouge, Louisiana, its
successors and assigns, and its subsidiaries, and divisions, and
controlled groups, affiliates, partnerships, and joint ventures, and
their directors, officers, managers, agents, and employees.
C. ``BrightSpring'' means BrightSpring Health Services, Inc., a
Delaware corporation with its headquarters in Louisville, Kentucky, its
successors and assigns, and its subsidiaries, divisions, groups,
affiliates, partnerships, and joint ventures, and their directors,
officers, managers, agents, and employees.
D. ``Pennant'' means The Pennant Group, Inc., a Delaware
corporation with its headquarters in Eagle, Idaho, its successors and
assigns, and its subsidiaries, divisions, groups, affiliates,
partnerships, and joint ventures, and their directors, officers,
managers, agents, and employees.
E. ``Acquirer(s)'' means BrightSpring, Pennant, or another entity
approved by the United States, in its sole discretion, to which
Defendants divest the Divestiture Assets.
F. ``Additional Divestiture Assets'' means the home health branches
or agencies listed in Schedule C.
G. ``Additional Regulatory Approval(s)'' means any approval or
clearance from any local, state, or federal healthcare authority
(including approval from any certificate-of-need authority or the
Centers for Medicare and Medicaid Services) for the Schedule B Assets
(without reducing the service areas of the Schedule B Assets as they
existed as of July 17, 2025) required to: (i) operate as home health
branches or agencies separately from any home health branch or agency
that will not be divested to an Acquirer pursuant to this Final
Judgment; or (ii) be reassigned to home health agencies that either are
already owned by an Acquirer as of the date of the initial filing of
the Proposed Final Judgment in this matter or will be owned by an
Acquirer following a divestiture required by this Final Judgment.
H. ``Divestiture Assets'' means:
1. all of Defendants' rights, titles, and interests in and to the
following property and assets, wherever located, related to or used in
the branches and agencies identified in the Divestiture Schedules and
used in the business of providing home health or hospice services:
1. all branch or agency offices and facilities, and all other real
property, including fee simple interests, real property leasehold
interests and renewal rights thereto, improvements to real property,
and options to purchase any adjoining or other property, together with
all buildings, facilities, and other structures;
2. all contracts, contractual rights, or other agreements,
commitments, and

[[Page 39279]]

understandings relating to employment of Relevant Personnel who elect
employment with an Acquirer pursuant to Paragraph IV.M within 180
calendar days of the Divestiture Date;
3. all interests in any joint venture listed in Schedule D;
4. all contracts, contractual rights, and customer relationships,
and all other agreements, and commitments, including supply agreements,
teaming agreements, and leases, and all outstanding offers or
solicitations to enter into a similar arrangement;
5. all licenses, permits, certifications, approvals, consents,
registrations, waivers, and authorizations, including those issued or
granted by any governmental organization, and all pending applications
or renewals;
6. records and data reflecting (a) current and historical patient
contact information, claims and remittance information, clinical
information, underlying electronic data, and files that contain any
current or historical patient records, (b) employment, wage, salary,
and personnel records relating to Relevant Personnel who elect
employment with an Acquirer pursuant to Paragraph IV.M within 180
calendar days of the Divestiture Date, (c) customer lists, accounts,
sales, and credit records, and (d) production, repair, maintenance, and
performance records; and
2. all of Defendants' rights, titles, and interests in and to all
other property and assets, tangible and intangible, wherever located,
primarily related to or used in the branches and agencies identified in
the Divestiture Schedules and used in the business of providing home
health or hospice services, including:
1. all tangible personal property, including fixed assets,
machinery and manufacturing equipment, tools, vehicles, inventory,
materials, office equipment and furniture, computer hardware, and
supplies;
2. all records and data not described in Paragraph II.H.1.f,
including manuals and technical information Defendants provide to their
own employees, customers, suppliers, agents, or licensees;
3. all intellectual property owned, licensed, or sublicensed,
either as licensor or licensee, including (a) patents, patent
applications, and inventions and discoveries that may be patentable,
(b) registered and unregistered copyrights and copyright applications,
and (c) registered and unregistered trademarks, trade dress, service
marks, trade names, and trademark applications; and
4. all other intangible property, including (a) commercial names
and d/b/a names, (b) technical information, (c) know-how, trade
secrets, design protocols, specifications for materials, specifications
for parts, specifications for devices, safety procedures (e.g., for the
handling of materials and substances), quality assurance and control
procedures, and (d) design tools and simulation capabilities.
Provided, however, that the assets specified in this Paragraph II.H
do not include the Excluded Assets, Payer Contracts, or Shared
Contracts.
I. ``Divestiture Date'' means the date, separately for each
Acquirer, on which any Divestiture Assets or Additional Divestiture
Assets are divested to that Acquirer pursuant to this Final Judgment.
There may be multiple Divestiture Dates.
J. ``Divestiture Schedules'' means the home health, hospice, or
palliative care branches or agencies listed in Schedules A and B and,
if the conditions in Paragraph IV.B are satisfied, the Additional
Divestiture Assets listed in Schedule C.
K. ``Excluded Assets'' means the assets listed in Schedule E.
L. ``Including'' means including, but not limited to.
M. ``Merger Clearances'' refers to the completion of any notice and
waiting period prescribed by Ind. Code Sec. 25-1-8.5-4 or the
suspensory review period prescribed by West Virginia Code Sec. 16-2D-
8.
N. ``Payer Contracts'' means contracts, contractual rights,
customer relationships, agreements, commitments, or understandings with
any private payer relating to negotiated rates for home health or
hospice services.
O. ``Regulatory Approval(s)'' means any approval or clearance from
any local, state, or federal healthcare authority (including approval
from any certificate-of-need authority or the Centers for Medicare and
Medicaid Services), or any notice to such an authority, required for
Acquirers to own or operate each branch and agency listed in Schedule A
within its service area as of July 17, 2025.
P. ``Relevant Personnel'' means all full-time, part-time, or
contract employees (including nurses, other healthcare professionals,
and business development and account executives) of the Defendants,
wherever located, who: (i) were assigned solely to a branch or agency
listed in the Divestiture Schedules as of July 17, 2025; (ii) conduct
patient visits and who treated patients assigned to the branches and
agencies identified in the Divestiture Schedules in at least 50% of
their patient visits conducted between July 1, 2024 and June 30, 2025;
or (iii) if not responsible for patient visits, spent at least 50% of
their time between July 1, 2024 and June 30, 2025, supporting the
branches and agencies identified in the Divestiture Schedules.
Provided, however, that (a) Relevant Personnel does not include
employees employed by the Salisbury, Maryland branch listed in Schedule
A (CMS Branch ID 21Q711000) as of July 17, 2025, except for those
personnel whom Defendants have agreed will be subject to Paragraph
IV.M; and (b) Relevant Personnel includes personnel employed by the
HomeCall Salisbury, Maryland branch located at 910 Eastern Shore Drive,
Salisbury, Maryland (CMS Branch ID 21Q7066007) as of July 17, 2025. The
United States, in its sole discretion, will resolve any disagreement
relating to which employees are Relevant Personnel.
Q. ``Schedule B Assets'' means the home health branches or agencies
listed in Schedule B.
R. ``Shared Contracts'' means contracts, contractual rights,
agreements, commitments, or understandings that relate to both a branch
or agency listed in the Divestiture Schedules and a branch or agency
retained by the Defendants.

III. Applicability

A. This Final Judgment applies to UnitedHealth and Amedisys, as
defined above, and all other persons in active concert or participation
with any Defendant who receive actual notice of this Final Judgment.
B. If, prior to complying with Section IV and Section V of this
Final Judgment, Defendants sell or otherwise dispose of all or
substantially all of their assets or of business units that include the
Divestiture Assets, Defendants must require any purchaser to be bound
by the provisions of this Final Judgment. Defendants need not obtain
such an agreement from BrightSpring or Pennant.

IV. Divestitures

A. For each of the respective divestitures required pursuant to
this Paragraph IV.A, Defendants are ordered and directed, within 75
calendar days after the Court's entry of the Asset Preservation/Hold
Separate Stipulation and Order in this matter or within 60 calendar
days of receipt of all necessary Merger Clearances, whichever is later,
to divest the relevant Divestiture Assets, except for the Additional
Divestiture Assets, in a manner consistent with this Final Judgment to
BrightSpring and Pennant, as specified in the Divestiture Schedules, or
to another Acquirer

[[Page 39280]]

acceptable to the United States, in its sole discretion, after
consultation with any affected Plaintiff State. The United States, in
its sole discretion, may agree to one or more extensions of this time
period and will notify the Court of any extensions. For the avoidance
of doubt, the timelines set forth above shall apply individually to
each specific divestiture transaction such that the Merger Clearances
required for one divestiture transaction will not provide a basis to
delay the closing of another divestiture transaction.
B. If at any time after the Court's entry of the Asset
Preservation/Hold Separate Stipulation and Order in this matter, an
Acquirer is notified in writing of a final determination (1) by a state
or local healthcare authority that a Schedule B Asset will not be
permitted to maintain home health operations in its service area as it
existed as of July 17, 2025, because the Schedule B Asset did not
receive a necessary Additional Regulatory Approval, as a result of that
Schedule B Asset not being associated with an Additional Divestiture
Asset; or (2) by the Centers for Medicare & Medicaid Services (``CMS'')
that Acquirer will not be permitted to bill for the treatment of
Medicare or Medicaid patients by (i) obtaining a CMS Certification
Number (``CCN'') or enrolling under the CCN of an agency owned by the
Acquirer, or (ii) before obtaining a CCN or enrolling under the CCN of
an agency owned by the Acquirer, using a Billing Services Agreement,
then Defendants must, within 75 calendar days from the date of the
notification to that Acquirer, divest to the Acquirer the Additional
Divestiture Assets originally associated with the Schedule B Asset,
unless a longer period is approved by the United States in its sole
discretion. Provided, however, that if any Additional Regulatory
Approvals for one or more Schedule B Asset have not been obtained
within 18 months after the Court's entry of the Asset Preservation/Hold
Separate Stipulation and Order in this matter, Defendants must divest
the corresponding Additional Divestiture Assets to the relevant
Acquirer. If the United States determines, in its sole discretion, that
Defendants are using best efforts to obtain Additional Regulatory
Approvals and the Acquirer is likely to obtain Additional Regulatory
Approvals if additional time is granted, the United States will agree
to one or more extensions of the 18-month time period and will notify
the Court of any extensions.
C. Defendants must use best efforts to facilitate BrightSpring,
Pennant, or another Acquirer to obtain the Regulatory Approvals and the
Additional Regulatory Approvals as promptly as possible.
D. For all contracts, agreements, and customer relationships (or
portions of such contracts, agreements, and customer relationships)
included in the Divestiture Assets, Defendants must assign or otherwise
transfer all contracts, agreements, and customer relationships to
Acquirers within the deadlines set forth in Paragraph IV.A and, if
applicable IV.B; provided, however, that for any contract or agreement
that requires the consent of another party to assign or otherwise
transfer, Defendants must use best efforts to accomplish the assignment
or transfer. Defendants must not interfere with any negotiations
between Acquirers and a contracting party.
E. For all joint ventures listed in Schedule D, Defendants must
assign or otherwise transfer all interests in the joint ventures to an
Acquirer within the deadlines set forth in Paragraph IV.A; provided,
however, that for any contract or agreement that requires the consent
of another party to assign or otherwise transfer, Defendants must use
best efforts to accomplish the assignment or transfer. Defendants must
not interfere with any negotiations between any Acquirer and any other
party to joint venture listed in Schedule D. For 12 months following
entry of the Final Judgment, Defendants may not, without the prior
written authorization of the United States in its sole discretion,
enter into any new joint venture relating to the provision of home
health or hospice care with any of the parties to the joint ventures
listed in Schedule D where such new joint venture would operate within
the service area of a joint venture in Schedule D.
F. Defendants must use best efforts to divest the Divestiture
Assets as expeditiously as possible. Defendants must take no action
that would jeopardize the completion of the divestitures ordered by the
Court, including any action to impede the permitting, operation, or
divestiture of the Divestiture Assets.
G. Unless the United States otherwise consents in writing, the
divestitures pursuant to this Final Judgment must include the entire
Divestiture Assets and must be accomplished in such a way as to satisfy
the United States, in its sole discretion, after consultation with any
affected Plaintiff State, that the Divestiture Assets can and will be
used by Acquirers as part of viable, ongoing businesses providing home
health care and hospice care.
H. The divestiture must be made to Acquirers that, in the United
States' sole judgment, after consultation with any affected Plaintiff
State, have the intent and capability, including the necessary
managerial, operational, technical, and financial capability, to
compete effectively in the provision of home health care and hospice
care in the areas in which the Divestiture Assets are located.
I. The divestiture must be accomplished in a manner that satisfies
the United States, in its sole discretion, after consultation with any
affected Plaintiff State, that none of the terms of any agreement
between an Acquirer and Defendants give Defendants the ability
unreasonably to raise an Acquirer's costs, to lower an Acquirer's
efficiency, to lower an Acquirer's quality, or otherwise interfere in
the ability of an Acquirer to compete effectively in the provision of
home health care and hospice care in the area in which the Divestiture
Asset to be acquired by the Acquirer is located.
J. Divestiture of the Divestiture Assets may be made to one or more
Acquirers, provided that it is demonstrated to the sole satisfaction of
the United States, after consultation with any affected Plaintiff
State, that the criteria required by Paragraphs IV.G, IV.H, and IV.I
will still be met.
K. In the event Defendants are attempting to divest the Divestiture
Assets to an Acquirer other than BrightSpring or Pennant, Defendants
promptly must make known, by usual and customary means, the
availability of the Divestiture Assets. Defendants must inform any
person making an inquiry relating to a possible purchase of the
Divestiture Assets that the Divestiture Assets are being divested in
accordance with this Final Judgment and must provide that person with a
copy of this Final Judgment. Defendants must offer to furnish to all
prospective Acquirers, subject to customary confidentiality assurances,
all information and documents relating to the Divestiture Assets that
are customarily provided in a due diligence process; provided, however,
that Defendants need not provide information or documents subject to
the attorney-client privilege or work-product doctrine. Defendants must
make all information and documents available to the United States and
any affected Plaintiff State at substantially the same time that the
information and documents are made available to any prospective
Acquirer.
L. Defendants must provide prospective Acquirers with (1) access to
make inspections of the Divestiture Assets; (2) access to all
environmental, zoning, state licenses, certificates from the Centers
for Medicare and Medicaid

[[Page 39281]]

Services, certificates of needs (or equivalent documents), and other
permitting documents and information relating to the Divestiture
Assets; and (3) access to all financial, operational, or other
documents and information relating to the Divestiture Assets that would
customarily be provided as part of a due diligence process. Defendants
also must disclose all encumbrances on any part of the Divestiture
Assets, including on intangible property.
M. Defendants must cooperate with and assist Acquirers in
identifying and, at the option of Acquirers, hiring all Relevant
Personnel, including:
1. Within 10 business days following the entry of the Asset
Preservation/Hold Separate Stipulation and Order in this matter,
Defendants must identify all Relevant Personnel to Acquirers, the
United States, and any affected Plaintiff State, including by providing
organization charts covering all Relevant Personnel.
2. Within 10 business days following receipt of a request by an
Acquirer, the United States, any affected Plaintiff State, or the
monitor, Defendants must provide to that Acquirer, the United States,
any affected Plaintiff State, and the monitor additional information
relating to Relevant Personnel, including name, job title, reporting
relationships, past experience, responsibilities, training and
educational histories, relevant certifications, and job performance
evaluations. Defendants must also provide to Acquirers, the United
States, and the monitor information relating to current and accrued
compensation and benefits of Relevant Personnel, including most recent
bonuses paid, aggregate annual compensation, current target or
guaranteed bonus, if any, any retention agreement or incentives, and
any other payments due, compensation or benefits accrued, or promises
made to the Relevant Personnel. If Defendants are barred by any
applicable law from providing any of this information, Defendants must
provide, within 10 business days following receipt of the request, the
requested information to the full extent permitted by law and also must
provide a written explanation of Defendants' inability to provide the
remaining information, including specifically identifying the
provisions of the applicable laws. Defendants' obligations under this
Paragraph IV.M.2 will expire 180 calendar days after the Court's entry
of the Asset Preservation/Hold Separate Stipulation and Order.
3. At the request of an Acquirer, Defendants must promptly make
Relevant Personnel available for private interviews with that Acquirer
during normal business hours at a mutually agreeable location.
4. Defendants must not interfere with any effort by an Acquirer to
employ any Relevant Personnel. Interference includes offering to
increase the compensation or improve the benefits of Relevant Personnel
unless (a) the offer is part of an increase in compensation or
improvement in benefits that is company-wide or for the Defendants'
entire home health or entire hospice care business, or (b) the offer is
approved by the United States in its sole discretion. Defendants'
obligations under this Paragraph IV.M.4 will expire 180 calendar days
after the Court's entry of the Asset Preservation/Hold Separate
Stipulation and Order.
5. For Relevant Personnel who elect employment with an Acquirer
within 180 calendar days of the Divestiture Date, Defendants must waive
all non-compete and non-disclosure agreements; vest and pay to the
Relevant Personnel (or to an Acquirer for payment to the employee) on a
prorated basis any bonuses, incentives, other salary, benefits, or
other compensation fully or partially accrued at the time of the
transfer of the employee to an Acquirer; vest any unvested pension and
other equity rights; and provide all other benefits that those Relevant
Personnel otherwise would have been provided had the Relevant Personnel
continued employment with Defendants, including any retention bonuses
or payments. Defendants may maintain reasonable restrictions on
disclosure by Relevant Personnel of Defendants' proprietary non-public
information that is unrelated to the Divestiture Assets and not
otherwise required to be disclosed by this Final Judgment.
6. For a period of 180 calendar days from the Divestiture Date,
Defendants may not solicit to re-hire Relevant Personnel who were hired
by an Acquirer unless (a) an individual is terminated or laid off by an
Acquirer or (b) an Acquirer agrees in writing that Defendants may
solicit to re-hire that individual. Nothing in this Paragraph IV.M.6.
prohibits Defendants from advertising employment openings using general
solicitations or advertisements and re-hiring Relevant Personnel who
apply for an employment opening through a general solicitation or
advertisement.
N. Defendants must warrant to each Acquirer that (1) the
Divestiture Assets will be operational and without material defect on
the date of their transfer to the Acquirer; (2) there are no material
defects in the environmental, zoning, state licenses, certificates from
the Centers for Medicare and Medicaid Services, certificates of need
(or equivalent documents), or other permits relating to the operation
of the Divestiture Assets; and (3) Defendants have disclosed all
encumbrances on any part of the Divestiture Assets, including on
intangible property. Following the sale of the Divestiture Assets,
Defendants must not undertake, directly or indirectly, challenges to
the environmental, zoning, or other permits relating to the operation
of the Divestiture Assets.
O. Defendants must use best efforts to assist Acquirers to obtain
all necessary licenses, registrations, and permits to operate the
Divestiture Assets. Until an Acquirer obtains the necessary licenses,
registrations, and permits, Defendants must provide that Acquirer with
the benefit of Defendants' licenses, registrations, and permits to the
full extent permissible by law.
P. Defendants must make best efforts to transition the Divestiture
Assets from each respective Defendant's instance of Homecare Homebase
to each Acquirer's electronic health record system within 240 calendar
days of the Divestiture Date.
Q. At the option of Acquirer, and subject to approval by the United
States in its sole discretion, on or before the Divestiture Date,
Defendants must enter into one or more contracts to provide transition
services, which may include management service agreements and employee
leasing agreements, related to human resources, employee health and
safety, information technology services and support, clinical service
delivery, clinical operations support, real estate, finance, accounting
and tax, expense processing, cost reporting, legal, risk, and
compliance, revenue cycle management, sales, and billing services for a
period of up to 365 calendar days on terms and conditions reasonably
related to market conditions for the provision of the transition
services. At the option of an Acquirer, subject to approval by the
United States in its sole discretion, Defendants must enter into one or
more extensions of any such contracts for a total of up to an
additional 180 calendar days, on terms and conditions reasonably
related to market conditions for the provision of the transition
services. Any amendment to or modification of any transition services
contract or extension to a transition services contract must be
approved by the United States, in its sole discretion. If an Acquirer
seeks an extension of the term of any contract for transition services,
Defendants must notify the United States in writing (i) at least 30
calendar days prior to the date

[[Page 39282]]

the contract expires or (ii) within three calendar days of an Acquirer
notifying Defendant it is seeking an extension. An Acquirer may
terminate a contract (including an extension) for transition services,
or any portion of a contract (including an extension) for transition
services, without cost or penalty at any time upon 30 calendar days'
written notice. As described further in Section XII, employees of
Defendants tasked with providing transition services to an Acquirer
must not share any competitively sensitive information of an Acquirer
with any other employee of Defendants, except that those tasked with
providing transition services may share competitively sensitive
information if the sharing is reasonably necessary for the employees'
duties regarding transition services, or with any employees of a
different Acquirer.
R. If any term of an agreement between Defendants and an Acquirer,
including an agreement to effectuate the divestiture required by this
Final Judgment, varies from a term of this Final Judgment, to the
extent that Defendants cannot fully comply with both, this Final
Judgment determines Defendants' obligations.

V. Appointment of Divestiture Trustee

A. If Defendants have not divested all of the Divestiture Assets
within the period specified in Paragraphs IV.A and, if applicable,
IV.B, Defendants must immediately notify the United States and any
affected Plaintiff State of that fact in writing. Upon application of
the United States, which Defendants may not oppose, the Court will
appoint a divestiture trustee selected by the United States and
approved by the Court to effect the divestiture of any of the
Divestiture Assets that have not been sold during the time periods
specified in Paragraphs Paragraph IV.A and, if applicable, Paragraph
IV.B.
B. After the appointment of a divestiture trustee by the Court,
only the divestiture trustee will have the right to sell those
Divestiture Assets that the divestiture trustee has been appointed to
sell. The divestiture trustee will have the power and authority to
accomplish the divestitures to Acquirers acceptable to the United
States, in its sole discretion, after consultation with any affected
Plaintiff State, at a price and on terms obtainable through reasonable
effort by the divestiture trustee, subject to the provisions of
Sections IV, V, and VI of this Final Judgment, and will have other
powers as the Court deems appropriate. The divestiture trustee must
sell the Divestiture Assets as quickly as possible.
C. Defendants may not object to a sale by the divestiture trustee
on any ground other than malfeasance by the divestiture trustee.
Objections by Defendants must be conveyed in writing to the United
States and the divestiture trustee within 10 calendar days after the
divestiture trustee has provided the notice of proposed divestiture
required by Section VI.
D. The divestiture trustee will serve at the cost and expense of
Defendants pursuant to a written agreement, on terms and conditions,
including confidentiality requirements and conflict of interest
certifications, approved by the United States in its sole discretion.
E. The divestiture trustee may hire at the cost and expense of
Defendants any agents or consultants, including investment bankers,
attorneys, and accountants, that are reasonably necessary in the
divestiture trustee's judgment to assist with the divestiture trustee's
duties. These agents or consultants will be accountable solely to the
divestiture trustee and will serve on terms and conditions, including
confidentiality requirements and conflict-of-interest certifications,
approved by the United States in its sole discretion.
F. The compensation of the divestiture trustee and agents or
consultants hired by the divestiture trustee must be reasonable in
light of the value of the Divestiture Assets and based on a fee
arrangement that provides the divestiture trustee with incentives based
on the price and terms of the divestiture and the speed with which it
is accomplished. If the divestiture trustee and Defendants are unable
to reach agreement on the divestiture trustee's compensation or other
terms and conditions of engagement within 14 calendar days of the
appointment of the divestiture trustee by the Court, the United States,
in its sole discretion, may take appropriate action, including by
making a recommendation to the Court. Within three business days of
hiring an agent or consultant, the divestiture trustee must provide
written notice of the hiring and rate of compensation to Defendants and
the United States.
G. The divestiture trustee must account for all monies derived from
the sale of the Divestiture Assets by the divestiture trustee and all
costs and expenses incurred, and the divestiture trustee must submit
that accounting to the Court for approval. After approval by the Court
of the divestiture trustee's accounting, including fees for unpaid
services and those of agents or consultants hired by the divestiture
trustee, all remaining money must be paid to Defendants, and the trust
will then be terminated.
H. Defendants must use best efforts to assist the divestiture
trustee to accomplish the required divestitures. Subject to reasonable
protection for trade secrets, other confidential research, development,
or commercial information, or any applicable privileges, Defendants
must provide the divestiture trustee and agents or consultants retained
by the divestiture trustee with full and complete access to all
personnel, books, records, and facilities of the Divestiture Assets.
Defendants also must provide or develop financial and other information
relevant to the Divestiture Assets that the divestiture trustee may
reasonably request. Defendants must not take any action to interfere
with or to impede the divestiture trustee's accomplishment of the
divestitures.
I. The divestiture trustee must maintain complete records of all
efforts made to sell the Divestiture Assets, including by filing
monthly reports with the United States and any affected Plaintiff State
setting forth the divestiture trustee's efforts to accomplish the
divestitures ordered by this Final Judgment. The reports must include
the name, address, and telephone number of each person who, during the
preceding month, made an offer to acquire, expressed an interest in
acquiring, entered into negotiations to acquire, or was contacted or
made an inquiry about acquiring any interest in the Divestiture Assets
and must describe in detail each contact.
J. If the divestiture trustee has not accomplished the divestitures
ordered by this Final Judgment within 180 calendar days of appointment,
the divestiture trustee must promptly provide the United States and any
affected Plaintiff State with a report setting forth: (1) the
divestiture trustee's efforts to accomplish the required divestitures;
(2) the reasons, in the divestiture trustee's judgment, why the
required divestitures have not been accomplished; and (3) the
divestiture trustee's recommendations for completing the divestitures.
Following receipt of that report, the United States may make additional
recommendations to the Court. The Court thereafter may enter such
orders as it deems appropriate to carry out the purpose of this Final
Judgment, which may include extending the trust and the term of the
divestiture trustee's appointment by a period requested by the United
States.
K. The divestiture trustee will serve until divestiture of all
Divestiture Assets

[[Page 39283]]

is completed or for a term otherwise ordered by the Court.
L. If the United States determines that the divestiture trustee is
not acting diligently or in a reasonably cost-effective manner, the
United States may recommend that the Court appoint a substitute
divestiture trustee.

VI. Notice of Proposed Divestiture

A. Within two business days following execution of a definitive
agreement with an Acquirer to divest any of the Divestiture Assets to
an Acquirer other than the Acquirer specified in Schedules A, B, and C,
Defendants or the divestiture trustee, whichever is then responsible
for effecting the divestitures, must notify the United States and any
affected Plaintiff State of the proposed divestiture. If the
divestiture trustee is responsible for completing the divestiture, the
divestiture trustee also must notify Defendants. The notice must set
forth the details of the proposed divestiture and list the name,
address, and telephone number of each person not previously identified
who offered or expressed an interest in or desire to acquire any
ownership interest in the Divestiture Assets.
B. After receipt by the United States and any affected Plaintiff
State of the notice required by Paragraph VI.A, the United States,
after consultation with any affected Plaintiff State, may make one or
more requests to Defendants or the divestiture trustee for additional
information concerning the proposed divestiture, the proposed Acquirer,
and other prospective Acquirers. Defendants and the divestiture trustee
must furnish any additional information requested within 15 calendar
days of the receipt of each request unless the United States provides
written agreement to a different period.
C. Within 45 calendar days after receipt of the notice required by
Paragraph VI.A or within 20 calendar days after the United States has
been provided the additional information requested pursuant to
Paragraph VI.B, whichever is later, the United States will provide
written notice to Defendants and any divestiture trustee that states
whether the United States, in its sole discretion, after consultation
with any affected Plaintiff State, objects to the proposed Acquirer or
any other aspect of the proposed divestitures. Without written notice
that the United States does not object, a divestiture may not be
consummated. If the United States provides written notice that it does
not object, the divestiture may be consummated, subject only to
Defendants' limited right to object to the sale under Paragraph V.C of
this Final Judgment. Upon objection by Defendants pursuant to Paragraph
V.C, a divestiture by the divestiture trustee may not be consummated
unless approved by the Court.

VII. Financing

Defendants may not finance all or any part of any Acquirer's
purchase of all or part of the Divestiture Assets.

VIII. Asset Preservation and Hold Separate Obligations

Defendants must take all steps necessary to comply with the Asset
Preservation/Hold Separate Stipulation and Order entered by the Court.

IX. Affidavits

A. Within 20 calendar days of entry of the Asset Preservation/Hold
Separate Stipulation and Order, and every 30 calendar days thereafter
until the divestitures required by this Final Judgment have been
completed, each Defendant must deliver to the United States and the
Plaintiff States an affidavit, signed by each Defendant's Chief
Development Officer and Chief Legal Officer, describing in reasonable
detail the fact and manner of that Defendant's compliance with this
Final Judgment. The United States, in its sole discretion, may approve
different signatories for the affidavits.
B. In the event Defendants are attempting to divest the Divestiture
Assets to an Acquirer other than BrightSpring or Pennant, each
affidavit required by Paragraph IX.A must include: (1) the name,
address, and telephone number of each person who, during the preceding
30 calendar days, made an offer to acquire, expressed an interest in
acquiring, entered into negotiations to acquire, or was contacted or
made an inquiry about acquiring, an interest in the Divestiture Assets
and describe in detail each contact with such persons during that
period; (2) a description of the efforts Defendants have taken to
solicit buyers for and complete the sale of the Divestiture Assets and
to provide required information to prospective Acquirers; and (3) a
description of any limitations placed by Defendants on information
provided to prospective Acquirers. Objection by the United States to
information provided by Defendants to prospective Acquirers must be
made within 14 calendar days of receipt of the affidavit, except that
the United States may object at any time if the information set forth
in the affidavit is not true or complete.
C. Defendants must keep all records of any efforts made to divest
the Divestiture Assets and, if applicable, Additional Divestiture
Assets, until one year after all divestitures required by this Final
Judgment have been completed.
D. Within 20 calendar days of entry of the Asset Preservation/Hold
Separate Stipulation and Order, Defendants must separately deliver to
the United States and the Plaintiff States an affidavit signed by each
Defendant's Chief Development Officer and Chief Legal Officer that
describes in reasonable detail all actions that Defendant has taken and
all steps that Defendant has implemented on an ongoing basis to comply
with Section VIII of this Final Judgment. The United States, in its
sole discretion, may approve different signatories for the affidavits.
E. If a Defendant makes any changes to actions and steps described
in affidavits provided pursuant to Paragraph IX.D, the Defendant must,
within 15 calendar days after any change is implemented, deliver to the
United States and any affected Plaintiff State an affidavit describing
those changes.
F. Defendants must keep all records of any efforts made to comply
with Section VIII until one year after all divestitures required by
this Final Judgment have been completed.

X. Appointment of Monitor

A. Upon application of the United States, which Defendants may not
oppose, the Court will appoint a monitor selected by the United States
in its sole discretion, after consultation with Plaintiff States, and
approved by the Court. Defendants may propose monitor candidates to the
United States. Once approved, the court-appointed monitor should be
considered by the United States and Defendants to be an arm and
representative of the Court.
B. The monitor will have the power and authority to monitor
Defendants' compliance with the terms of this Final Judgment and the
Asset Preservation/Hold Separate Stipulation and Order entered by the
Court and will have other powers as the Court deems appropriate. The
monitor will have no responsibility or obligation for the operation of
the Divestiture Assets or the operation of Defendants' businesses. No
attorney-client relationship will be formed between Defendants and the
monitor.
C. The monitor will have the authority to take such steps as, in
the judgment of the monitor and the United States, may be necessary to
accomplish the monitor's responsibilities. The monitor may seek
information from Defendants' personnel, including in-house counsel,
compliance personnel,

[[Page 39284]]

and internal auditors. Defendants must establish a policy, annually
communicated to all employees, that employees may disclose any
information to the monitor without reprisal for such disclosure.
Defendants must not retaliate against any employee or third party for
disclosing information to the monitor.
D. Defendants may not object to actions taken by the monitor in
fulfillment of the monitor's responsibilities under any Order of the
Court on any ground other than malfeasance by the monitor.
Disagreements between the monitor and Defendants related to the scope
of the monitor's responsibilities do not constitute malfeasance.
Objections by Defendants must be conveyed in writing to the United
States, any affected Plaintiff State, and the monitor within 20
calendar days of the monitor's action that gives rise to Defendants'
objection, or the objection is waived.
E. The monitor will serve at the cost and expense of Defendants
pursuant to a written agreement, on terms and conditions, including
confidentiality requirements and conflict of interest certifications,
approved by the United States in its sole discretion. If the monitor
and Defendants are unable to reach such a written agreement within 14
calendar days of the Court's appointment of the monitor, or if the
United States, in its sole discretion, declines to approve the proposed
written agreement, the United States, in its sole discretion, may take
appropriate action, including making a recommendation to the Court,
which may set the terms and conditions for the monitor's work,
including compensation, costs, and expenses.
F. The monitor may hire, at the cost and expense of Defendants, any
agents and consultants, including investment bankers, attorneys, and
accountants, that are reasonably necessary in the monitor's judgment to
assist with the monitor's duties. These agents or consultants will be
directed by and solely accountable to the monitor and will serve on
terms and conditions, including confidentiality requirements and
conflict-of-interest certifications, approved by the United States in
its sole discretion. Within three business days of hiring any agents or
consultants, the monitor must provide written notice of the hiring and
the rate of compensation to Defendants and the United States.
G. The compensation of the monitor and agents or consultants
retained by the monitor must be on reasonable and customary terms
commensurate with the individuals' experience and responsibilities.
H. The monitor must account for all costs and expenses incurred.
I. Defendants' failure to promptly pay the monitor's accounted-for
costs and expenses, including for agents and consultants, will
constitute a violation of this Final Judgment and may result in
sanctions ordered by the Court. If Defendants make a timely objection
in writing to the United States to any part of the monitor's accounted-
for costs and expenses, Defendants must establish an escrow account
into which Defendants must pay the disputed costs and expenses until
the dispute is resolved.
J. Defendants must use best efforts to cooperate fully with the
monitor and to assist the monitor to monitor Defendants' compliance
with their obligations under this Final Judgment and the Asset
Preservation/Hold Separate Stipulation and Order. Subject to reasonable
protection for trade secrets, other confidential research, development,
or commercial information, or any applicable privileges, Defendants
must provide the monitor and agents or consultants retained by the
monitor with full and complete access to all personnel (current and
former), agents, consultants, books, records, and facilities as
reasonably necessary, as determined by the United States in its sole
discretion, to carry out the monitor's duties. Defendants may not take
any action to interfere with or to impede accomplishment of the
monitor's responsibilities.
K. The monitor must investigate and report on Defendants'
compliance with this Final Judgment and the Asset Preservation/Hold
Separate Stipulation and Order, including (i) whether each of the
Divestiture Assets has been divested in the time periods set forth in
Paragraph IV.A and, if applicable, IV.B; (ii) Defendants' and
Acquirers' efforts to obtain Merger Clearances; (iii) Defendants' and
Acquirers' efforts to obtain Regulatory Approval(s) and Additional
Regulatory Approval(s), including as set forth in Paragraph IV.C; (iv)
Defendants' efforts to migrate the data contained in the Divestiture
Assets' instance(s) of Homecare Homebase or any other electronic
medical record, billing, financial, or employee management system from
Defendants' systems to the Acquirers' respective systems, and (v)
whether Defendants have complied with their obligations under
Paragraphs IV.C-F, and IV.K-Q.
L. The monitor must provide periodic reports to the United States
and any affected Plaintiff State setting forth Defendants' efforts to
comply with their obligations under this Final Judgment and under the
Asset Preservation/Hold Separate Stipulation and Order. The United
States, in its sole discretion, will set the frequency of the monitor's
reports, but, at minimum, the monitor must provide reports every 90
calendar days.
M. Within 30 calendar days after appointment of the monitor by the
Court, and on a yearly basis thereafter, the monitor must provide to
the United States and Defendants a proposed written work plan
consistent with the monitor's responsibilities as set forth in this
Section X. Defendants may provide comments on the proposed written work
plan to the United States and the monitor within 14 calendar days after
receipt, after which the monitor must produce a final work plan to the
United States and Defendants, for approval by the United States in its
sole discretion. Any disputes between Defendants and the monitor with
respect to any written work plan will be decided by the United States
in its sole discretion. The United States retains the right, in its
sole discretion, to require changes or additions to a work plan at any
time.
N. The monitor may communicate ex parte with the Court when, in the
monitor's judgment, such communication is reasonably necessary to the
monitor's duties under this Final Judgment, including if Defendants
fail to pay the monitor's costs and expenses in a timely manner or
otherwise violate this Final Judgment.
O. With respect to the Divestiture Assets listed in Schedule A, the
monitor will serve until 90 calendar days after the completion of all
Regulatory Approvals. With respect to the Divestiture Assets listed in
Schedule B, the monitor will serve until 90 calendar days after the
later of the completion of (1) all Additional Regulatory Approvals, or
(2) the divestiture of any Additional Divestiture Assets. The United
States, in its sole discretion, may determine if a shorter period is
appropriate.
P. If the United States determines that the monitor is not acting
diligently or in a reasonably cost-effective manner, or if the monitor
resigns or becomes unable to accomplish the monitor's duties, the
United States may recommend that the Court appoint a substitute.

XI. Compliance Inspection

A. For the purposes of determining or securing compliance with this
Final Judgment or of related orders such as the Asset Preservation/Hold
Separate Stipulation and Order or of determining whether this Final
Judgment should be modified or vacated, upon the written request of an
authorized representative of the Assistant Attorney General for the
Antitrust Division and reasonable notice

[[Page 39285]]

to Defendants, Defendants must permit, from time to time and subject to
legally recognized privileges, authorized representatives, including
agents retained by the United States:
1. to have access during Defendants' business hours to inspect and
copy, or at the option of the United States, to require Defendants to
provide electronic copies of all books, ledgers, accounts, records,
data, and documents, wherever located, in the possession, custody, or
control of Defendants relating to any matters contained in this Final
Judgment; and
2. to interview, either informally or on the record, Defendants'
officers, employees, or agents, wherever located, who may have their
individual counsel present, relating to any matters contained in this
Final Judgment. The interviews must be subject to the reasonable
convenience of the interviewee and without restraint or interference by
Defendants.
B. Upon the written request of an authorized representative of the
Assistant Attorney General for the Antitrust Division, Defendants must
submit written reports or respond to written interrogatories, under
oath if requested, relating to any matters contained in this Final
Judgment.

XII. Firewalls

A. Defendants must implement and maintain effective procedures to
prevent Acquirers' competitively sensitive information from being
shared or disclosed, by or through implementation and execution of the
obligations required by this Final Judgment and any associated
agreements, including agreements entered pursuant to Paragraph IV.Q, by
the employees of Defendants tasked with providing transition services
to Acquirers (collectively ``Firewall Employees'') and any other
employees of Defendants.
B. Defendants must, within 30 calendar days of the entry of the
Asset Preservation/Hold Separate Stipulation and Order, submit to the
United States and the Plaintiff States a compliance plan setting forth
in detail the procedures Defendants propose to implement to effect
compliance with this Section XII. The United States must inform
Defendants within 10 business days of receipt whether, in its sole
discretion, the United States approves or rejects Defendants'
compliance plan. Within 10 business days of receiving a notice of
rejection, Defendants must submit a revised compliance plan. The United
States may request that the Court determine whether Defendants'
proposed compliance plan fulfills the requirements of this Section XII.
C. At minimum, an effective compliance plan must include, for all
Firewall Employees, prior to rendering services under any transition
services contract, (1) initial written notice, followed by quarterly
written reminders, (2) initial training, followed by training on a
yearly basis, (3) provision of written acknowledgment of the
obligations of this Section XII, (4) policies and technical controls
prohibiting any employee of Defendants with any management, strategy,
sales, or network negotiation responsibilities (wherever located at
Defendants) from accessing or using data relating to the Divestiture
Assets, (5) technical controls segregating data relating to the
Divestiture Assets from data relating to any other home health or
hospice agencies owned or controlled by Defendants, and (6) electronic
logs tracking the access or downloading of any data relating to the
Divestiture Assets. Defendants must maintain these electronic logs
tracking the access or downloading of any data relating to the
Divestiture Assets for four years after rendering the last services
under any transition services contract. The form of all written
notifications or policies must be approved by the United States in its
sole discretion.
D. Defendants must maintain complete records of all written
notices, permission and access logs, training employee acknowledgments,
and all other efforts made to comply with this Section XII for four
years following the completion of all divestitures required by this
Final Judgment.
E. Defendants' obligations under this Section XII will expire at
the completion of the Defendants' obligations under Paragraph IV.Q,
except that (i) Defendants' obligations under Paragraph XII.D continue
for the period described in that Paragraph and (ii) Defendants'
obligations under Paragraph XII.A will continue until Defendants
certify in writing to the United States and any affected Plaintiff
State that all of Acquirers' competitively sensitive information
received by Defendants has either been destroyed (consistent with
applicable law) or returned to Acquirers or is no longer readily
accessible to employees of Defendants in the ordinary course of
business (e.g., information is on backup tapes).

XIII. No Reacquisition

Defendants may not reacquire any part of or any interest in the
Divestiture Assets during the term of this Final Judgment without prior
written authorization of the United States.

XIV. Section 7A Civil Penalties and Antitrust Compliance Training

A. As satisfaction for the United States' claim under section 7A
(15 U.S.C. 18a) against Defendant Amedisys, within 30 days of entry of
this Final Judgment, Amedisys must pay to the United States a civil
penalty in the amount of one million one hundred thousand dollars
($1,100,000). Amedisys must also, within 365 calendar days of the
Court's entry of the Asset Preservation/Hold Separate Stipulation and
Order, conduct antitrust compliance training, the form and content of
which must be approved by the United States in its sole discretion, for
(i) Amedisys's corporate leadership (comprising the Chief Executive
Officer, Chief Financial Officer, Chief Operating Officer, Chief People
Officer, Chief Information Officer, Chief Compliance Officer, Chief
Strategy Officer, and Chief Legal Officer) and their direct reports;
and (ii) Amedisys's field leadership for all lines of business
(comprising the Vice Presidents, Senior Vice Presidents, and
Presidents). Within 370 calendar days of entry of the Asset
Preservation/Hold Separate Stipulation and Order, the Chief Legal
Officer of UnitedHealth must submit an affidavit certifying compliance
with this training requirement. The United States, in its sole
discretion, may approve a different signatory for the affidavit.
Payment of the civil penalty must be made by wire transfer of funds or
cashier's check. Prior to making a wire transfer, Defendant must
contact the Budget and Fiscal Section of the Antitrust Division's
Executive Office at <a href="/cdn-cgi/l/email-protection#ca8b9e98e48f9285e78ca3b9a9aba683a4bbbfa3b8a3afb98abfb9aea5a0e4ada5bc">[email&#160;protected]</a> for instructions.
A payment made by cashier's check, must be made payable to the: United
States Department of Justice--Antitrust Division and delivered to:
Chief, Budget & Fiscal Section, Executive Office, Antitrust Division,
United States Department of Justice, Liberty Square Building, 450 5th
Street NW, Room 3016, Washington, DC 20530.
B. In the event of a default or delay in payment, interest at the
rate of 18 percent per annum will accrue from the date of the default
to the date of payment.

XV. Public Disclosure

A. No information or documents obtained pursuant to any provision
in this Final Judgment, including reports the monitor provides to the
United States and the Plaintiff States pursuant to Paragraphs X.K and
X.L, may be

[[Page 39286]]

divulged by the United States, the Plaintiff States, or the monitor to
any person other than an authorized representative of the executive
branch of the United States, except in the course of legal proceedings
to which the United States or the Plaintiff States are a party,
including grand-jury proceedings, for the purpose of evaluating a
proposed Acquirer or securing compliance with this Final Judgment, or
as otherwise required by law.
B. In the event that the monitor receives a subpoena, court order,
or other court process seeking or requiring production of information
or documents obtained pursuant to any provision in this Final Judgment,
including reports the monitor provides to the United States and the
Plaintiff States pursuant to Paragraphs X.K and X.L, the monitor must
notify the United States, the Plaintiff States, and Defendants
immediately and prior to any disclosure, so that Defendants may address
such potential disclosure and, if necessary, pursue alternative legal
remedies, including if deemed appropriate by Defendants, intervention
in the relevant proceedings.
C. In the event of a request by a third party, pursuant to the
Freedom of Information Act, 5 U.S.C. 552 or similar state disclosure
laws, for disclosure of information obtained pursuant to any provision
of this Final Judgment, the United States will act in accordance with
that statute and the Department of Justice regulations at 28 CFR part
16, including the provision on confidential commercial information at
28 CFR 16.7, and the Plaintiff States will act in accordance with their
applicable disclosure laws. Defendants submitting information to the
Antitrust Division or the Plaintiff States should designate the
confidential commercial information portions of all applicable
documents and information under 28 CFR 16.7. Designations of
confidentiality expire 10 years after submission, ``unless the
submitter requests and provides justification for a longer designation
period.'' See 28 CFR 16.7(b).
D. If at the time that Defendants furnish information or documents
to the United States or the Plaintiff States pursuant to any provision
of this Final Judgment, Defendants represent and identify in writing
information or documents for which a claim of protection may be
asserted under Rule 26(c)(1)(G) of the Federal Rules of Civil
Procedure, and Defendants mark each pertinent page of such material,
``Subject to claim of protection under Rule 26(c)(1)(G) of the Federal
Rules of Civil Procedure,'' the United States and the Plaintiff States
must give Defendants 10 calendar days' notice before divulging the
material in any legal proceeding (other than a grand jury proceeding).

XVI. Retention of Jurisdiction

The Court retains jurisdiction to enable any party to this Final
Judgment to apply to the Court at any time for further orders and
directions as may be necessary or appropriate to carry out or construe
this Final Judgment, to modify any of its provisions, to enforce
compliance, and to punish violations of its provisions.

XVII. Enforcement of Final Judgment

A. The United States, or the Plaintiff States with respect to
Divestiture Assets located in their respective states, retains and
reserves all rights to enforce the provisions of this Final Judgment,
including the right to seek an order of contempt from the Court. In a
civil contempt action, a motion to show cause, or a similar action
brought by the United States or any affected Plaintiff State relating
to an alleged violation of this Final Judgment, the United States or
any affected Plaintiff State may establish a violation of this Final
Judgment and the appropriateness of a remedy therefor by a
preponderance of the evidence, and Defendants waive any argument that a
different standard of proof should apply.
B. The Final Judgment should be interpreted to give full effect to
the procompetitive purposes of Section 7 of the Clayton Act and Section
7A of the Clayton Act and Regulations promulgated thereunder.
Defendants may be held in contempt of, and the Court may enforce, any
provision of this Final Judgment that, as interpreted by the Court in
light of these procompetitive principles and applying ordinary tools of
interpretation, is stated specifically and in reasonable detail. In any
such interpretation, the terms of this Final Judgment should not be
construed against any party as the drafter. As stated in Paragraph X.B,
the monitor overseeing the Defendants' compliance with the terms of
this Final Judgment and the Asset Preservation/Hold Separate
Stipulation and Order will have no responsibility or obligation for the
operation of the Divestiture Assets or the operation of Defendants'
businesses.
C. In an enforcement proceeding in which the Court finds that
Defendants have violated this Final Judgment, the United States may
apply to the Court for an extension of this Final Judgment, together
with other relief that may be appropriate. In connection with a
successful effort by the United States or any affected Plaintiff State
to enforce this Final Judgment against a Defendant, whether litigated
or resolved before litigation, that Defendant must reimburse the United
States or any affected Plaintiff State for the fees and expenses of its
attorneys, as well as all other costs including experts' fees, incurred
in connection with that effort to enforce this Final Judgment,
including during the investigation of the potential violation.
D. For a period of four years following the expiration of this
Final Judgment, if the United States has evidence that a Defendant
violated this Final Judgment before it expired, the United States may
file an action against that Defendant in this Court requesting that the
Court order: (1) Defendant to comply with the terms of this Final
Judgment for an additional term of at least four years following the
filing of the enforcement action; (2) all appropriate contempt
remedies; (3) additional relief needed to ensure the Defendant complies
with the terms of this Final Judgment; and (4) fees or expenses as
called for by this Section XVII.

XVIII. Expiration of Final Judgment

Unless the Court grants an extension, this Final Judgment will
expire 10 years from the date of its entry, except that after five
years from the date of its entry, this Final Judgment may be terminated
upon notice by the United States to the Court, Defendants, and the
Plaintiff States that the divestitures have been completed and
continuation of this Final Judgment is no longer necessary or in the
public interest.

XIX. Reservation of Rights

This Final Judgment terminates only the claims stated in the
Complaint against Defendants and does not affect other charges or
claims the United States or the Plaintiff States may file.

XX. Public Interest Determination

The parties have complied with the requirements of the Antitrust
Procedures and Penalties Act, 15 U.S.C. 16, including by making
available to the public copies of this Final Judgment and the
Competitive Impact Statement, public comments thereon, and any response
to comments by the United States. Based upon the record before the
Court, which includes the Competitive Impact Statement and, if
applicable, any comments and response to comments

[[Page 39287]]

filed with the Court, entry of this Final Judgment is in the public
interest.

Date:------------------------------------------------------------------

[Court approval subject to procedures of Antitrust Procedures and
Penalties Act, 15 U.S.C. 16]

-----------------------------------------------------------------------
United States District Judge

Schedule A
----------------------------------------------------------------------------------------------------------------
Service line CCN CMS Branch ID Address Acquirer
----------------------------------------------------------------------------------------------------------------
1. Hospice........................ 011662 N/A 1706 HIGHWAY 78 E Pennant.
JASPER, AL 35501.
2. Home Health.................... 017014 01Q7014000 1979 AL HWY. 157, Brightspring.
CULLMAN, AL 35058.
3. Home Health.................... 017020 01Q7020000 3262 OLD SHELL ROAD, Pennant.
SUITE B, MOBILE, AL
36607.
4. Home Health.................... 017037 01Q7037000 400 S UNION STREET, Brightspring.
SUITE 285,
MONTGOMERY, AL 36104.
5. Home Health.................... 017039 01Q7039000 400 MERIDIAN STREET, Brightspring.
SUITE 100,
HUNTSVILLE, AL 35801.
6. Home Health.................... 017069 01Q7069000 200 W LAUREL AVENUE, Pennant.
SUITE 210, FOLEY, AL
36535.
7. Home Health.................... 017069 01Q7069001 107 NORTH HOYLE Pennant.
AVENUE, BAY MINETTE,
AL 36507.
8. Home Health.................... 017072 01Q7072000 525 GREENVILLE Brightspring.
BYPASS, GREENVILLE,
AL 36037.
9. Home Health.................... 017085 01Q7085000 640 W FORT WILLIAMS Brightspring.
STREET, SUITE A,
SYLACAUGA, AL 35150.
10. Home Health................... 017086 01Q7086000 15 CLAIBORNE STREET, Brightspring.
SUITE C, CAMDEN, AL
36726.
11. Home Health................... 017088 01Q7088000 102 2ND AVENUE SE, Brightspring.
FAYETTE, AL 35555.
12. Home Health................... 017094 01Q7094000 104C NORTHWOOD DR., Brightspring.
SUITE A-1, CENTRE,
AL 35960.
13. Home Health................... 017097 01Q7097000 83825 HIGHWAY 9, Brightspring.
ASHLAND, AL 36251.
14. Home Health................... 017100 01Q7100000 234 1ST AVENUE SW, Brightspring.
SUITE 2, HAMILTON,
AL 35570.
15. Home Health................... 017107 01Q7107000 222-224 7TH STREET Brightspring.
SOUTH, CLANTON, AL
35045.
16. Home Health................... 017115 01Q7115000 300 MEDICAL CENTER Brightspring.
DRIVE, SUITE 102,
GADSDEN, AL 35903.
17. Home Health................... 017118 01Q7118000 14765 COURT STREET, Brightspring.
MOULTON, AL 35650.
18. Home Health................... 017123 01Q7123000 1806 44TH STREET, Brightspring.
VALLEY, AL 36854.
19. Home Health................... 017129 01Q7129000 2178 MOORES MILL Brightspring.
ROAD, AUBURN, AL
36830.
20. Home Health................... 017158 01Q7158000 124 MCCURDY AVE. S, Brightspring.
SUITE C, RAINSVILLE,
AL 35986.
21. Home Health................... 017159 01Q7159000 2560 COUNTY ROAD 112, Brightspring.
DOTHAN, AL 36303.
22. Home Health................... 017163 01Q7163000 15 MAYFIELD STREET, Brightspring.
MONROEVILLE, AL
36460.
23. Home Health................... 017165 01Q7165000 412 S COURT STREET, Brightspring.
SUITE 403, FLORENCE,
AL 35630.
24. Home Health................... 017327 01Q7327000 1301 HIGHWAY 78 E, Brightspring.
SUITE E & D, JASPER,
AL 35501.
25. Home Health................... 017328 01Q7328000 2554 DOUGLAS AVENUE, Brightspring.
BREWTON, AL 36426.
26. Home Health................... 047056 04Q7056000 307 W STILLWELL Brightspring.
AVENUE, DEQUEEN, AR
71832.
27. Home Health................... 047057 04Q7057000 404 LLAMA DRIVE, Brightspring.
SEARCY, AR 72143.
28. Home Health................... 047057 04Q7057001 10800 FINANCIAL Brightspring.
CENTER PKWY, SUITE
485, LITTLE ROCK, AR
72211.
29. Home Health................... 047080 04Q7080000 2236 HARRISON STREET, Brightspring.
BATESVILLE, AR 72501.
30. Home Health................... 047108 04Q7108000 1103 E MAIN ST., Brightspring.
SUITE C, MOUNTAIN
VIEW, AR 72560.
31. Home Health................... 108168 10Q8168000 8880 UNIVERSITY Brightspring.
PARKWAY, SUITE B,
PENSACOLA, FL 32514.
32. Home Health................... 117010 11Q7010000 101 E 2ND AVENUE, Brightspring.
SUITE 200, ROME, GA
30161.
33. Home Health................... 117010 11Q7010001 117 JOHN PHILLIPS Brightspring.
ROAD, CEDARTOWN, GA
30125.
34. Home Health................... 117010 11Q7010002 10891 COMMERCE ST, Brightspring.
SUITE A,
SUMMERVILLE, GA
30747.
35. Home Health................... 117010 11Q7010003 162 W MAIN STREET, Brightspring.
SUITE 302,
CARTERSVILLE, GA
30120.
36. Home Health................... 117025 11Q7025000 4106 COLUMBIA ROAD, Brightspring.
SUITE 202, MARTINEZ,
GA 30907.
37. Home Health................... 117053 11Q7053000 1105 PLAZA AVENUE, Brightspring.
SUITE A, EASTMAN, GA
31023.
38. Home Health................... 117053 11Q7053002 145 E PEACOCK STREET, Brightspring.
SUITE 3, COCHRAN, GA
31014.
39. Home Health................... 117053 11Q7053003 205 INDUSTRIAL Brightspring.
BOULEVARD, DUBLIN,
GA 31021.
40. Home Health................... 117068 11Q7068000 1101 N LIBERTY Brightspring.
STREET, WAYNESBORO,
GA 30830.
41. Home Health................... 117068 11Q7068001 632 FERNCREST DRIVE, Brightspring.
SANDERSVILLE, GA
31082.
42. Home Health................... 117087 11Q7087000 1221 W 4TH ST, STE 7, Pennant.
ADEL, GA 31620.
43. Home Health................... 117087 11Q7087002 515 NORTH SAINT Pennant.
AUGUSTINE ROAD,
SUITES E & F,
VALDOSTA, GA 31601.
44. Home Health................... 117101 11Q7101000 157 ADAMS DRIVE, Brightspring.
DEMOREST, GA 30535.
45. Home Health................... 117105 11Q7105000 320 LANIER AVE. W, Brightspring.
SUITES 240 & 250,
FAYETTEVILLE, GA
30214.
46. Home Health................... 117105 11Q7105001 2927 ETHERIDGE MILL Brightspring.
RD, GRIFFIN, GA
30224.
47. Home Health................... 117123 11Q7123000 115 NORTHWEST MAIN Brightspring.
STREET, VIDALIA, GA
30474.
48. Home Health................... 117135 11Q7135000 1760 BASS ROAD, SUITE Brightspring.
103, MACON, GA 31210.
49. Home Health................... 117135 11Q7135001 470 SOUTH HOUSTON Brightspring.
LAKE ROAD, SUITE B,
WARNER ROBINS, GA
31088.
50. Home Health................... 117135 11Q7135002 116 WRIGHTS DRIVE, Brightspring.
MILLEDGEVILLE, GA
31061.
51. Home Health................... 117142 11Q7142000 1710 BOULEVARD Brightspring.
SQUARE, SUITE C,
WAYCROSS, GA 31501.
52. Home Health................... 117153 11Q7153000 2131 & 2133 PACE Brightspring.
STREET, COVINGTON,
GA 30014.
53. Home Health................... 117156 11Q7156000 915 INTERSTATE RIDGE Brightspring.
DRIVE, SUITE A1,
GAINESVILLE, GA
30501.
54. Home Health................... 117158 11Q7158000 9 PARK OF COMMERCE Brightspring.
BLVD., SUITE 201,
SAVANNAH, GA 31405.
55. Home Health................... 117308 11Q7308000 136 REMCO SHOPS LANE, Brightspring.
RINGGOLD, GA 30736.
56. Home Health................... 117316 11Q7316000 302 WESTSIDE DRIVE, Brightspring.
DOUGLAS, GA 31533.
57. Home Health................... 117317 11Q7317000 664 SCRANTON ROAD, Brightspring.
SUITE 204,
BRUNSWICK, GA 31520.
58. Home Health................... 117318 11Q7318000 1200 BROOKSTONE Brightspring.
CENTRE PARKWAY,
SUITE 210, COLUMBUS,
GA 31904.

[[Page 39288]]

59. Home Health................... 117318 11Q7318002 300 WEST BROOME Brightspring.
STREET, SUITE 108,
LAGRANGE, GA 30240.
60. Home Health................... 148004 14Q8004000 1901 FRANK SCOTT Brightspring.
PKWY., SUITE 4,
O'FALLON, IL 62269.
61. Home Health................... 157221 15Q7221000 303 QUARTERMASTER Brightspring.
COURT,
JEFFERSONVILLE, IN
47130.
62. Home Health................... 157583 15Q7583000 2200 LAKE AVE., SUITE Brightspring.
150, FORT WAYNE, IN
46805.
63. Home Health................... 187059 18Q7059000 13101 MAGISTERIAL Brightspring.
DRIVE, SUITE 101,
LOUISVILLE, KY 40223.
64. Home Health................... 187093 18Q7093000 101 BRUCE Brightspring.
PROFESSIONAL PLAZA,
MOUNT STERLING, KY
40353.
65. Home Health................... 187119 18Q7119000 937 CAMPBELLSVILLE Brightspring.
ROAD, SUITE 903,
COLUMBIA, KY 42728.
66. Home Health................... 187119 18Q7119004 1724 ROCKINGHAM Brightspring.
AVENUE, SUITE 300,
BOWLING GREEN, KY
42104.
67. Home Health................... 187119 18Q7119005 1332 NORTH RACE Brightspring.
STREET, GLASGOW, KY
42141.
68. Home Health................... 187119 18Q7119006 124 FOOTHILLS AVENUE, Brightspring.
ALBANY, KY 42602.
69. Home Health................... 187119 18Q7119007 102 SOUTH MAIN Brightspring.
STREET, GREENSBURG,
KY 42743.
70. Home Health................... 187119 18Q7119009 40 TURPEN COURT, Brightspring.
SUITE A, SOMERSET,
KY 42503.
71. Home Health................... 187119 18Q7119010 175 WEST BEAR TRACK Brightspring.
ROAD,
CAMPBELLSVILLE, KY
42718.
72. Home Health................... 187119 18Q7119015 1690 RING ROAD, SUITE Brightspring.
200, ELIZABETHTOWN,
KY 42701.
73. Home Health................... 187143 18Q7143000 9000 WESSEX PLACE, Brightspring.
SUITE 304,
LOUISVILLE, KY 40222.
74. Home Health................... 187163 18Q7163000 2480 FORTUNE DRIVE, Brightspring.
SUITE 120,
LEXINGTON, KY 40509.
37. Home Health................... 117053 11Q7053000 1105 PLAZA AVENUE, Brightspring.
SUITE A, EASTMAN, GA
31023.
38. Home Health................... 117053 11Q7053002 145 E. PEACOCK Brightspring.
STREET, SUITE 3,
COCHRAN, GA 31014.
39. Home Health................... 117053 11Q7053003 205 INDUSTRIAL Brightspring.
BOULEVARD, DUBLIN,
GA 31021.
40. Home Health................... 117068 11Q7068000 1101 N. LIBERTY Brightspring.
STREET, WAYNESBORO,
GA 30830.
41. Home Health................... 117068 11Q7068001 632 FERNCREST DRIVE, Brightspring.
SANDERSVILLE, GA
31082.
42. Home Health................... 117087 11Q7087000 1221 W. 4TH ST., STE. Pennant.
7, ADEL, GA 31620.
43. Home Health................... 117087 11Q7087002 515 NORTH SAINT Pennant.
AUGUSTINE ROAD,
SUITES E & F,
VALDOSTA, GA 31601.
44. Home Health................... 117101 11Q7101000 157 ADAMS DRIVE, Brightspring.
DEMOREST, GA 30535.
45. Home Health................... 117105 11Q7105000 320 LANIER AVE. W, Brightspring.
SUITES 240 & 250,
FAYETTEVILLE, GA
30214.
46. Home Health................... 117105 11Q7105001 2927 ETHERIDGE MILL Brightspring.
RD, GRIFFIN, GA
30224.
47. Home Health................... 117123 11Q7123000 115 NORTHWEST MAIN Brightspring.
STREET, VIDALIA, GA
30474.
48. Home Health................... 117135 11Q7135000 1760 BASS ROAD, SUITE Brightspring.
103, MACON, GA 31210.
49. Home Health................... 117135 11Q7135001 470 SOUTH HOUSTON Brightspring.
LAKE ROAD, SUITE B,
WARNER ROBINS, GA
31088.
50. Home Health................... 117135 11Q7135002 116 WRIGHTS DRIVE, Brightspring.
MILLEDGEVILLE, GA
31061.
51. Home Health................... 117142 11Q7142000 1710 BOULEVARD Brightspring.
SQUARE, SUITE C,
WAYCROSS, GA 31501.
52. Home Health................... 117153 11Q7153000 2131 & 2133 PACE Brightspring.
STREET, COVINGTON,
GA 30014.
53. Home Health................... 117156 11Q7156000 915 INTERSTATE RIDGE Brightspring.
DRIVE, SUITE A1,
GAINESVILLE, GA
30501.
54. Home Health................... 117158 11Q7158000 9 PARK OF COMMERCE Brightspring.
BLVD., SUITE 201,
SAVANNAH, GA 31405.
55. Home Health................... 117308 11Q7308000 136 REMCO SHOPS LANE, Brightspring.
RINGGOLD, GA 30736.
56. Home Health................... 117316 11Q7316000 302 WESTSIDE DRIVE, Brightspring.
DOUGLAS, GA 31533.
57. Home Health................... 117317 11Q7317000 664 SCRANTON ROAD, Brightspring.
SUITE 204,
BRUNSWICK, GA 31520.
58. Home Health................... 117318 11Q7318000 1200 BROOKSTONE Brightspring.
CENTRE PARKWAY,
SUITE 210, COLUMBUS,
GA 31904.
59. Home Health................... 117318 11Q7318002 300 WEST BROOME Brightspring.
STREET, SUITE 108,
LAGRANGE, GA 30240.
60. Home Health................... 148004 14Q8004000 1901 FRANK SCOTT Brightspring.
PKWY., SUITE 4,
O'FALLON, IL 62269.
61. Home Health................... 157221 15Q7221000 303 QUARTERMASTER Brightspring.
COURT,
JEFFERSONVILLE, IN
47130.
62. Home Health................... 157583 15Q7583000 2200 LAKE AVE., SUITE Brightspring.
150, FORT WAYNE, IN
46805.
63. Home Health................... 187059 18Q7059000 13101 MAGISTERIAL Brightspring.
DRIVE, SUITE 101,
LOUISVILLE, KY 40223.
64. Home Health................... 187093 18Q7093000 101 BRUCE Brightspring.
PROFESSIONAL PLAZA,
MOUNT STERLING, KY
40353.
65. Home Health................... 187119 18Q7119000 937 CAMPBELLSVILLE Brightspring.
ROAD, SUITE 903,
COLUMBIA, KY 42728.
66. Home Health................... 187119 18Q7119004 1724 ROCKINGHAM Brightspring.
AVENUE, SUITE 300,
BOWLING GREEN, KY
42104.
67. Home Health................... 187119 18Q7119005 1332 NORTH RACE Brightspring.
STREET, GLASGOW, KY
42141.
68. Home Health................... 187119 18Q7119006 124 FOOTHILLS AVENUE, Brightspring.
ALBANY, KY 42602.
69. Home Health................... 187119 18Q7119007 102 SOUTH MAIN Brightspring.
STREET, GREENSBURG,
KY 42743.
70. Home Health................... 187119 18Q7119009 40 TURPEN COURT, Brightspring.
SUITE A, SOMERSET,
KY 42503.
71. Home Health................... 187119 18Q7119010 175 WEST BEAR TRACK Brightspring.
ROAD,
CAMPBELLSVILLE, KY
42718.
72. Home Health................... 187119 18Q7119015 1690 RING ROAD, SUITE Brightspring.
200, ELIZABETHTOWN,
KY 42701.
73. Home Health................... 187143 18Q7143000 9000 WESSEX PLACE, Brightspring.
SUITE 304,
LOUISVILLE, KY 40222.
74. Home Health................... 187163 18Q7163000 2480 FORTUNE DRIVE, Brightspring.
SUITE 120,
LEXINGTON, KY 40509.
63. Home Health................... 187059 18Q7059000 13101 MAGISTERIAL Brightspring.
DRIVE, SUITE 101,
LOUISVILLE, KY 40223.
64. Home Health................... 187093 18Q7093000 101 BRUCE Brightspring.
PROFESSIONAL PLAZA,
MOUNT STERLING, KY
40353.
65. Home Health................... 187119 18Q7119000 937 CAMPBELLSVILLE Brightspring.
ROAD, SUITE 903,
COLUMBIA, KY 42728.

[[Page 39289]]

66. Home Health................... 187119 18Q7119004 1724 ROCKINGHAM Brightspring.
AVENUE, SUITE 300,
BOWLING GREEN, KY
42104.
67. Home Health................... 187119 18Q7119005 1332 NORTH RACE Brightspring.
STREET, GLASGOW, KY
42141.
68. Home Health................... 187119 18Q7119006 124 FOOTHILLS AVENUE, Brightspring.
ALBANY, KY 42602.
69. Home Health................... 187119 18Q7119007 102 SOUTH MAIN Brightspring.
STREET, GREENSBURG,
KY 42743.
70. Home Health................... 187119 18Q7119009 40 TURPEN COURT, Brightspring.
SUITE A, SOMERSET,
KY 42503.
71. Home Health................... 187119 18Q7119010 175 WEST BEAR TRACK Brightspring.
ROAD,
CAMPBELLSVILLE, KY
42718.
72. Home Health................... 187119 18Q7119015 1690 RING ROAD, SUITE Brightspring.
200, ELIZABETHTOWN,
KY 42701.
73. Home Health................... 187143 18Q7143000 9000 WESSEX PLACE, Brightspring.
SUITE 304,
LOUISVILLE, KY 40222.
74. Home Health................... 187163 18Q7163000 2480 FORTUNE DRIVE, Brightspring.
SUITE 120,
LEXINGTON, KY 40509.
75. Home Health................... 187168 18Q7168000 2200 EAST PARRISH Brightspring.
AVENUE, SUITE 103E,
OWENSBORO, KY 42303.
76. Home Health................... 187171 18Q7171000 833 VALLEY COLLEGE Brightspring.
DRIVE, SUITE 5,
LOUISVILLE, KY 40272.
77. Home Health................... 187302 18Q7302000 1539 GREENUP AVE., Brightspring.
SUITE 503, ASHLAND,
KY 41101.
78. Hospice....................... 191534 N/A 4017 COMMON STREET, Brightspring.
LAKE CHARLES, LA
70607.
79. Home Health................... 217045 21Q7045000 134 INDUSTRY LANE, Brightspring.
SUITE 3, FOREST
HILL, MD 21050.
80. Home Health................... 217048 21Q7048000 511 JERMOR LANE, Brightspring.
SUITE 200,
WESTMINSTER, MD
21157.
81. Home Health................... 217048 21Q7048001 7360 GUILFORD DRIVE, Brightspring.
SUITE 201-A,
FREDERICK, MD 21704.
82. Home Health................... 217111 21Q7111000 6512 DEER POINTE Brightspring.
DRIVE, SUITE B,
SALISBURY, MD 21804-
1669.
83. Home Health................... 217111 21Q7111001 604 SUNBURST HWY., Brightspring.
CAMBRIDGE, MD 21613.
84. Home Health................... 257087 25Q7087000 18 MELODY LANE, Brightspring.
COLLINS, MS 39428.
85. Home Health................... 257087 25Q7087001 132 MAYFAIR ROAD, Brightspring.
SUITE 1,
HATTIESBURG, MS
39402.
86. Home Health................... 257100 25Q7100000 925 TOMMY MUNRO DR., Brightspring.
SUITE K, BILOXI, MS
39532.
87. Home Health................... 257103 25Q7103000 2080 SOUTH FRONTAGE Brightspring.
ROAD, SUITE 105,
VICKSBURG, MS 39180.
88. Home Health................... 257103 25Q7103001 310 BYRAM PLACE, Brightspring.
SUITE E, BYRAM, MS
39272.
89. Home Health................... 257103 25Q7103002 4294 LAKELAND DRIVE, Brightspring.
SUITE 200, FLOWOOD,
MS 39232.
90. Home Health................... 257121 25Q7121000 2900 NORTH HILLS Brightspring.
STREET, MERIDIAN, MS
39305.
91. Home Health................... 257143 25Q7143000 11010 HIGHWAY 49, Brightspring.
SUITE 4, GULFPORT,
MS 39503.
92. Home Health................... 267499 26Q7499000 1226 LINN STREET, Brightspring.
SUITE F, SIKESTON,
MO 63801.
93. Home Health................... 317006 31Q7006000 149 LEFANTE WAY, Brightspring.
SUITE 144 & 146,
BAYONNE, NJ 07002.
94. Home Health................... 337268 33Q7268000 105 EARHART DRIVE, Brightspring.
SUITE 100, AMHERST,
NY 14221.
95. Home Health................... 337268 33Q7268001 608 W 3RD STREET, Brightspring.
SUITE 608A,
JAMESTOWN, NY 14701.
96. Home Health................... 337268 33Q7268002 88 N MAIN STREET, Brightspring.
WELLSVILLE, NY 14895.
97. Home Health................... 368268 36Q8268000 606 WASHINGTON BLVD., Brightspring.
BELPRE, OH 45714.
98. Home Health................... 397767 39Q7767000 4000 TOWN CENTER Brightspring.
BLVD., SUITE 260,
CANONSBURG, PA 15317.
99. Home Health................... 427034 42Q7034000 901 W MEETING ST., Brightspring.
SUITE 201,
LANCASTER, SC 29720.
100. Home Health.................. 427058 42Q7058000 1945 W PALMETTO Brightspring.
STREET, SUITE 105,
FLORENCE, SC 29501.
101. Home Health.................. 427119 42Q7119000 690 MEDICAL PARK DR., Brightspring.
SUITE 400, AIKEN, SC
29801.
102. Home Health.................. 427300 42Q7300000 802 EAST MARTINTOWN Brightspring.
ROAD, SUITE 401,
NORTH AUGUSTA, SC
29841.
103. Hospice...................... 441529 N/A 116 JACK WHITE DRIVE, Pennant.
SUITE 6, KINGSPORT,
TN 37664.
104. Hospice...................... 441529 N/A 903 MAIN STREET, NEW Pennant.
TAZEWELL, TN 37825.
105. Hospice...................... 441547 N/A 4435 VALLEY VIEW Pennant.
DRIVE, SUITE 104,
KNOXVILLE, TN 37917.
106. Hospice...................... 441578 N/A 3301 WEST ANDREW Pennant.
JOHNSON HIGHWAY,
SUITE 102,
MORRISTOWN, TN 37814.
107. Hospice...................... 441581 N/A 1939 CEDAR STREET, Pennant.
SUITE A, MCKENZIE,
TN 38201.
108. Hospice...................... 441581 N/A 37 SANDSTONE CIRCLE, Pennant.
SUITE 96, JACKSON,
TN 38305.
109. Hospice...................... 441581 N/A 1539 ASHLAND CITY Pennant.
ROAD, STE C,
CLARKSVILLE, TN
37040.
110. Home Health.................. 447138 44Q7138000 1010 PLEASANT GROVE Pennant.
PLACE, SUITE 200,
MT. JULIET, TN 37122.
111. Home Health.................. 447138 44Q7138001 2527 HIGHWAY 111 Pennant.
NORTH, SUITE A,
COOKEVILLE, TN 38506.
112. Home Health.................. 447150 44Q7150000 1225 E WEISGARBER Pennant.
ROAD, SUITE 370S,
KNOXVILLE, TN 37909.
113. Home Health.................. 447176 44Q7176000 117 C. EAST BRYANT Pennant.
STREET, SMITHVILLE,
TN 37166.
114. Home Health.................. 447176 44Q7176002 1101 NEAL STREET, Pennant.
SUITE 101,
COOKEVILLE, TN 38501.
115. Home Health.................. 447176 44Q7176004 417 NORTH CHANCERY Pennant.
STREET, MCMINNVILLE,
TN 37110.
116. Home Health.................. 447176 44Q7176005 115 WINWOOD DRIVE, Pennant.
SUITE 210, LEBANON,
TN 37087.
117. Home Health.................. 447230 44Q7230000 900 E HILL AVE., Pennant.
SUITE 310,
KNOXVILLE, TN 37915.
118. Home Health.................. 447230 44Q7230002 629 SMITHVIEW DR., Pennant.
MARYVILLE, TN 37803.
119. Home Health.................. 447230 44Q7230003 1101 FOX MEADOWS Pennant.
BLVD., SUITE 104,
SEVIERVILLE, TN
37862.
120. Home Health.................. 447269 44Q7269000 2440 OAKLAND DRIVE Pennant.
NW, CLEVELAND, TN
37311.
121. Home Health.................. 447277 44Q7277000 1255 LYNNFIELD ROAD, Pennant.
SUITE 110, MEMPHIS,
TN 38119.
122. Home Health.................. 447277 44Q7277001 1921 HIGHWAY 51 Pennant.
SOUTH, UNIT C,
COVINGTON, TN 38019.
123. Home Health.................. 447278 44Q7278000 8 STONEBRIDGE Pennant.
BOULEVARD, SUITE L,
JACKSON, TN 38305.
124. Home Health.................. 447278 44Q7278001 2490 PARR AVENUE, Pennant.
SUITE 1, DYERSBURG,
TN 38024.
125. Home Health.................. 447278 44Q7278002 331 JIM ADAMS DRIVE, Pennant.
SUITE A, PARIS, TN
38242.
126. Home Health.................. 447278 44Q7278003 880 PICKWICK STREET, Pennant.
UNIT 1, SAVANNAH, TN
38372.

[[Page 39290]]

127. Home Health.................. 447278 44Q7278004 1509 E. REELFOOT Pennant.
AVENUE, UNION CITY,
TN 38261.
128. Home Health.................. 447451 44Q7451000 1655 WYNNE ROAD, Pennant.
SUITE 101, CORDOVA,
TN 38016.
129. Home Health.................. 447471 44Q7471000 2030 HAMILTON PLACE, Pennant.
SUITE 120,
CHATTANOOGA, TN
37421.
130. Home Health.................. 447500 44Q7500000 3301 WEST ANDREW Pennant.
JOHNSON HIGHWAY,
SUITE 100,
MORRISTOWN, TN 37814.
131. Home Health.................. 447500 44Q7500004 661 E. BROADWAY Pennant.
BLVD., SUITE A,
JEFFERSON CITY, TN
37760.
132. Home Health.................. 447513 44Q7513000 220 TOWN CENTER Pennant.
PARKWAY, SUITE 105,
SPRING HILL, TN
37174.
133. Home Health.................. 447513 44Q7513001 762 HIGHWAY 46 S, Pennant.
DICKSON, TN 37055.
134. Home Health.................. 447513 44Q7513007 125 TOWN CREEK ROAD Pennant.
E, SUITE 4, LENOIR
CITY, TN 37772.
135. Home Health.................. 447528 44Q7528000 661 E BROADWAY BLVD., Pennant.
SUITE B2, JEFFERSON
CITY, TN 37760.
136. Home Health.................. 447528 44Q7528001 116 JACK WHITE DRIVE, Pennant.
SUITE 10, KINGSPORT,
TN 37664.
137. Home Health.................. 447538 44Q7538000 8245 TOURNAMENT Pennant.
DRIVE, SUITE 255,
MEMPHIS, TN 38125.
138. Home Health.................. 447552 44Q7552000 4245 NORTH OCOEE Pennant.
STREET, SUITE 4,
CLEVELAND, TN 37312.
139. Home Health.................. 447558 44Q7558000 900 CONFERENCE DRIVE, Pennant.
SUITE 1A,
GOODLETTSVILLE, TN
37072.
140. Home Health.................. 447563 44Q7563000 537 STONECREST Pennant.
PARKWAY, SUITE 109,
SMYRNA, TN 37167.
141. Home Health.................. 447563 44Q7563001 1127 E COLLEGE Pennant.
STREET, SUITE B,
PULASKI, TN 38478.
142. Home Health.................. 447563 44Q7563002 220 TOWN CENTER Pennant.
PARKWAY, SUITE 201,
SPRING HILL, TN
37174.
143. Home Health.................. 497289 49Q7289000 6 DOCTORS DRIVE, Brightspring.
SUITE A, EMPORIA, VA
23847.
144. Home Health.................. 497463 49Q7463000 1330 ARMORY DRIVE, Brightspring.
FRANKLIN, VA 23851.
145. Hospice...................... 511509 N/A 417 GRAND PARK DRIVE, Brightspring.
SUITE 204,
PARKERSBURG, WV

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Indexed from Federal Register on August 14, 2025.

This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.