You are cordially invited to attend a special meeting of the stockholders of LHC Group, Inc. (“LHC”) to be held at 9:00 a.m. (Central time) on June 21, 2022 (the “Special Meeting”), at our principal executive offices located at 901 Hugh Wallis Road South, Lafayette, Louisiana 70508, subject to any adjournments or postponements thereof. As part of our precautions regarding COVID-19, we are planning for the possibility that the Special Meeting may be held by means of remote communication only (i.e., a virtual meeting). If we take this step and hold only a virtual meeting, or if the time, date, or place of the Special Meeting will be changing, we will announce the decision to do so in advance of the Special Meeting, and details on how to participate will be available on our website at http://investor.lhcgroup.com.

At the Special Meeting, stockholders will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of March 28, 2022 (as may be amended or modified from time to time in accordance with its terms, the “Merger Agreement”), by and among LHC, UnitedHealth Group Incorporated (“UnitedHealth Group”) and Lightning Merger Sub Inc. (“Merger Sub”). Subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into LHC (the “Merger”) and LHC will survive the Merger as a wholly-owned subsidiary of UnitedHealth Group.

If the Merger is completed, our stockholders will have the right to receive $170.00 in cash, without interest and subject to any applicable withholding taxes, for each share of common stock, par value $0.01 per share, of LHC (“LHC Common Stock”), other than Excluded Shares, Dissenting Shares and LHC RSAs that are unvested (each as defined in the accompanying proxy statement), that they own immediately prior to the effective time of the Merger, which represents a premium of approximately 10.96% over the $153.21 per share closing trading price of LHC Common Stock on March 25, 2022, the last trading day prior to the date of the Merger Agreement. Approval of the proposal to adopt the Merger Agreement (the “Merger Proposal”) requires the affirmative vote of the holders of a majority of the outstanding shares of LHC Common Stock entitled to vote thereon at the Special Meeting.

LHC Common Stock is listed on Nasdaq Global Market (“NASDAQ”) under the symbol “LHCG”. The closing price of LHC Common Stock on NASDAQ on May 16, 2022, the most recent practicable date prior to the date of the accompanying proxy statement, was $164.48 per share.

The board of directors of LHC (the “Board”) has reviewed and considered the terms and conditions of the Merger and unanimously determined that the Merger, the Merger Agreement and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of LHC and its stockholders and has unanimously declared advisable and approved the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby. The Board made its determination after considering a number of factors more fully described in the accompanying proxy statement. The Board unanimously recommends that you vote “FOR” the proposal to adopt the Merger Agreement.

At the Special Meeting, stockholders will also be asked to vote on (i) a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid to LHC’s named executive officers by LHC based on or otherwise relating to the Merger (the “Named Executive Officer Merger-Related Compensation Proposal”), as required by the rules adopted by the U.S. Securities and Exchange Commission (“SEC”), and (ii) a proposal to adjourn the Special Meeting, from time to time, if necessary or appropriate, to solicit additional votes for the approval of the proposal to adopt the Merger Agreement if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement (the “Adjournment Proposal”). The Board unanimously recommends that you vote “FOR” each of these proposals.

The Board is soliciting your proxy to ensure that a quorum is present, and that your shares are represented and voted, at the Special Meeting and any postponement or adjournment thereof.

If your shares are held in “street name,” you should instruct your broker, bank or other nominee how to vote your shares on each proposal in accordance with your voting instruction form.

The Merger cannot be completed unless LHC stockholders adopt the Merger Agreement. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the Special Meeting virtually, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Special Meeting. If you attend the Special Meeting and vote in person during the meeting, your vote by ballot will revoke any proxy previously submitted. If you are a stockholder of record and you do not sign and return your proxy or attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the outcome of the Named Executive Officer Merger-Related Compensation Proposal or the Adjournment Proposal, assuming that a quorum exists.

If you are the beneficial owner of shares held in “street name” and fail to instruct your broker, bank or other nominee how to vote your shares, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. Your broker, bank and other nominee will not be permitted to vote those shares on any of the three proposals described in this proxy statement. This will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Named Executive Officer Merger-Related Compensation Proposal or the Adjournment Proposal, assuming that a quorum exists.

The obligations of LHC, UnitedHealth Group and Merger Sub to complete the Merger are subject to the satisfaction or waiver of certain conditions. The accompanying proxy statement contains detailed information about LHC, the Special Meeting, the Merger Agreement, the Merger, the proposals that stockholders are being asked to approve and related matters. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement and incorporated therein by reference. We urge you to, and you should, read the proxy statement carefully and in its entirety, including the Merger Agreement and the other annexes and the documents referred to or incorporated by reference in the proxy statement. You may obtain additional information about LHC from documents we have filed with the SEC.

If you have any questions or need assistance voting your shares of LHC Common Stock, please contact Okapi Partners LLC, our proxy solicitor, by calling (212) 297-0720, or toll-free at (877) 274-8654, or via email at info@okapipartners.com.

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the Merger, passed upon the merits of the Merger Agreement or the Merger or determined if the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated May 17, 2022 and, together with the enclosed form of proxy card, is first being mailed to LHC stockholders on or about May 17, 2022.

The Special Meeting will be held at 9:00 a.m. (Central time) on June 21, 2022, at our principal executive offices located at 901 Hugh Wallis Road South, Lafayette, Louisiana 70508, subject to any adjournments or postponements thereof. As part of our precautions regarding COVID-19, we are planning for the possibility that the Special Meeting may be held by means of remote communication only (i.e., a virtual meeting). If we take this step and hold only a virtual meeting, or if the time, date, or place of the Special Meeting will be changing, we will announce the decision to do so in advance of the Special Meeting, and details on how to participate will be available on our website at http://investor.lhcgroup.com.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE SUBMIT A PROXY TO VOTE YOUR SHARES OF LHC COMMON STOCK OVER THE INTERNET OR BY TELEPHONE PURSUANT TO THE INSTRUCTIONS CONTAINED IN THESE MATERIALS OR COMPLETE, DATE, SIGN AND RETURN A PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOU OWN SHARES REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SUBMITTED. IF YOU DO NOT SUBMIT YOUR PROXY OR ATTEND THE SPECIAL MEETING AND VOTE IN PERSON DURING THE SPECIAL MEETING, IT WILL HAVE THE SAME EFFECT AS A VOTE “AGAINST” THE MERGER PROPOSAL. IF YOU HOLD YOUR SHARES IN “STREET NAME” AND DO NOT INSTRUCT YOUR BROKER, BANK OR OTHER NOMINEE HOW TO VOTE YOUR SHARES, IT WILL HAVE THE SAME EFFECT AS A VOTE “AGAINST” THE MERGER PROPOSAL.

Your proxy may be revoked at any time before the vote at the Special Meeting by following the procedures outlined in the accompanying proxy statement.

If your shares are held by a broker, bank or other nominee and you wish to vote in person during the Special Meeting, you must bring to the Special Meeting a proxy from the broker, bank or other nominee that holds your shares authorizing you to vote in person during the Special Meeting. Please also bring to the Special Meeting your account statement evidencing your beneficial ownership of LHC Common Stock as of the record date.

The proxy statement of which this notice forms a part provides a detailed description of the Merger, the Merger Agreement, the Named Executive Officer Merger-Related Compensation Proposal and the Adjournment Proposal, and provides specific information concerning the Special Meeting. We urge you to read the proxy statement, including any documents incorporated therein by reference, and its annexes carefully and in their entirety. If you have any questions concerning the Merger or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of LHC Common Stock, please contact Okapi Partners LLC, our proxy solicitor, by calling (212) 297-0720, or toll-free at (877) 274-8654, or via email at info@okapipartners.com.

This summary highlights information contained elsewhere in this proxy statement and may not contain all the information that is important to you with respect to the Merger and the other matters being considered at the Special Meeting. We urge you to read carefully the entirety of the remainder of this proxy statement, including the attached annexes, and the other documents to which we have referred you. For additional information on LHC included in documents incorporated by reference into this proxy statement, see the section entitled “Where You Can Find More Information” beginning on page 94. We have included page references in this summary to direct you to a more complete description of the topics presented below.

All references to “LHC,” the “Company,” “we,” “us,” or “our” in this proxy statement refer to LHC Group, Inc., a Delaware corporation; all references to “UnitedHealth Group” refer to UnitedHealth Group Incorporated, a Delaware corporation; all references to “Merger Sub” refer to Lightning Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of UnitedHealth Group that exists solely for the purpose of entering into the Merger Agreement and engaging in the transactions contemplated by the Merger Agreement; all references to “LHC Common Stock” refer to the common stock, par value $0.01 per share, of LHC; all references to the “Board” refer to the board of directors of LHC; all references to the “Merger” refer to the merger of Merger Sub with and into LHC, with LHC surviving as a wholly-owned subsidiary of UnitedHealth Group; unless otherwise indicated or as the context otherwise requires, all references to the “Merger Agreement” refer to the Agreement and Plan of Merger, dated as of March 28, 2022, by and among LHC, UnitedHealth Group, and Merger Sub, as may be amended or modified from time to time in accordance with its terms, a copy of which is attached as Annex A to this proxy statement and which is incorporated by reference herein. LHC, following the completion of the Merger, is sometimes referred to in this proxy statement as the “Surviving Corporation.”

LHC Group, Inc. is a leading provider of post-acute health care services to patients through its home nursing agencies, hospice agencies, community-based services agencies and long-term acute care hospitals. As of December 31, 2021, through its wholly- and majority-owned subsidiaries, equity joint ventures and controlled affiliates, LHC operated through 970 service providers in 37 states within the continental United States and the District of Columbia. LHC operates in five segments: (1) home health services, (2) hospice services, (3) home- and community-based services, (4) facility-based services, primarily offered through our long-term acute care hospitals, and (5) healthcare innovations.

LHC Common Stock is traded on Nasdaq Global Market (“NASDAQ”) under the ticker symbol “LHCG”. LHC’s headquarters are located at 901 Hugh Wallis Road South, Lafayette, Louisiana 70508, and our telephone number is (337) 233-1307. Our corporate web address is www.lhcgroup.com. The information provided on the LHC website is not part of this proxy statement and is not incorporated in this proxy statement by reference or by any other reference to LHC’s website provided in this proxy statement.

Additional information about LHC is contained in our public filings with the U.S. Securities and Exchange Commission (the “SEC”), which filings are incorporated by reference herein. See the section entitled “Where You Can Find More Information.”

UnitedHealth Group is a diversified health care company, offering a diverse range of products and services through its two distinct business platforms: UnitedHealthcare, which provides health benefits, and Optum. Optum is a leading information and technology-enabled health services business dedicated to helping make the health system work better for everyone. With more than 190,000 people worldwide, Optum delivers intelligent, integrated solutions that help to modernize the health system and improve overall population health.

The principal executive offices of UnitedHealth Group are located at 9900 Bren Road East, Minnetonka, MN 55343, and its telephone number is (952) 936-1300. Shares of common stock of UnitedHealth Group are listed on the New York Stock Exchange under the symbol “UNH.”

Merger Sub is a Delaware corporation that was formed solely for the purposes of entering into the Merger Agreement and engaging in the transactions contemplated by the Merger Agreement. Merger Sub is a direct,

wholly-owned subsidiary of UnitedHealth Group and has not engaged in any business except for activities incidental to its formation and as contemplated by the Merger Agreement. Upon consummation of the Merger, Merger Sub will cease to exist and LHC will survive the Merger as a wholly-owned subsidiary of UnitedHealth Group.

The principal executive offices of Merger Sub’s ultimate parent, UnitedHealth Group, are located at 9900 Bren Road East, Minnetonka, MN 55343, and its telephone number is (952) 936-1300.

The special meeting of LHC stockholders (the “Special Meeting”) is scheduled to be held at 9:00 a.m. (Central time) on June 21, 2022, at our principal executive offices located at 901 Hugh Wallis Road South, Lafayette, Louisiana 70508, subject to any adjournments or postponements thereof. As part of our precautions regarding COVID-19, we are planning for the possibility that the Special Meeting may be held by means of remote communication only (i.e., a virtual meeting). If we take this step and hold only a virtual meeting, or if the time, date, or place of the Special Meeting will be changing, we will announce the decision to do so in advance of the Special Meeting, and details on how to participate will be available on our website at http://investor.lhcgroup.com.

Stockholders may also be asked to transact such other business as may properly be brought before the Special Meeting, or any adjournments or postponements of the Special Meeting, by or at the direction of the Board with the consent of UnitedHealth Group.

The Board has reviewed and considered the terms and conditions of the proposed Merger. After considering various factors more fully described in this proxy statement, the Board unanimously determined that the Merger, the Merger Agreement and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of LHC and its stockholders and unanimously declared advisable and approved the Merger, the Merger Agreement and the other transactions contemplated by the Merger Agreement.

The Board unanimously recommends that LHC stockholders vote “FOR” the Merger Proposal, “FOR” the Named Executive Officer Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal.

LHC stockholders must vote to approve the Merger Proposal as a condition for the Merger to occur. If the LHC stockholders fail to approve the Merger Proposal by the requisite vote, the Merger will not occur.

Only holders of record of LHC Common Stock at the close of business on May 16, 2022, the record date for the Special Meeting (the “Record Date”), will be entitled to notice of, and to vote at, the Special Meeting or any adjournments or postponements of the Special Meeting. Holders of record of LHC Common Stock are entitled to one vote for each share of LHC Common Stock they own of record at the close of business on the Record Date. At the close of business on the Record Date, 31,027,698 shares of LHC Common Stock were issued and outstanding, held by approximately 494 holders of record.

Under our bylaws, the presence at the Special Meeting, in person or by proxy, of the holders of record of a majority of the voting power of the shares of LHC Common Stock issued and outstanding and entitled to vote at the

Special Meeting will constitute a quorum. There must be a quorum for business to be conducted at the Special Meeting. Failure of a quorum to be represented at the Special Meeting will necessitate an adjournment or postponement of the Special Meeting and may subject LHC to additional expense.

If you attend the Special Meeting or if you submit (and do not thereafter revoke) a proxy by duly executing and returning a proxy card or by telephone or through the Internet, even if you abstain from voting, your shares of LHC Common Stock will be counted for purposes of determining whether a quorum is present at the Special Meeting. In the event that a quorum is not present at the Special Meeting or additional votes must be solicited to adopt the Merger Agreement, the meeting may be adjourned or postponed to solicit additional proxies.

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of LHC Common Stock entitled to vote on such matter at the Special Meeting.

Approval of the Named Executive Officer Merger-Related Compensation Proposal (on a non-binding basis) requires the affirmative vote of the holders of a majority of the voting power of the shares of LHC Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on such matter at the Special Meeting.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of LHC Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on such matter at the Special Meeting.

If your shares are registered directly in your name with our transfer agent, you are considered a “stockholder of record.” Stockholders of record can vote their shares of LHC Common Stock in the following four ways: (i) by indicating your vote by completing, signing and dating the proxy card where indicated and by mailing or otherwise returning the card in the envelope that will be provided to you, (ii) by submitting your proxy by telephone by dialing the toll-free number shown on your proxy card, (iii) by submitting your proxy over the Internet by going to the website shown on your proxy card or (iv) by attending the Special Meeting and voting your shares in person during the Special Meeting. Even if you plan to attend the Special Meeting, LHC encourages you to submit a proxy in advance by Internet, telephone or mail so that your vote will be counted even if you later decide not to attend the Special Meeting.

If your shares are held by your broker, bank or other nominee, you are considered the beneficial owner of shares held in “street name” and you will receive a form from your broker, bank or other nominee seeking instruction from you as to how your shares should be voted. You should instruct your broker, bank or other nominee how to vote your shares on each proposal in accordance with your voting instruction form. If you beneficially own your shares and receive a voting instruction form, you can vote by following the instructions on your voting instruction form. Please refer to information from your bank, broker or other nominee on how to submit voting instructions. Stockholders who own their shares in “street name” are not able to vote at the Special Meeting unless they have a “legal proxy,” executed in their favor, from the stockholder of record (broker, bank or other nominee) giving them the right to vote the shares at the Special Meeting.

You may revoke your proxy at any time prior to the vote at the Special Meeting by (i) sending a written statement to that effect to our Corporate Secretary, (ii) voting again by Internet or telephone, (iii) submitting a properly signed proxy card with a later date, or (iv) attending the Special Meeting and voting your shares in person during the Special Meeting. If you hold shares in street name, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy in person at the Special Meeting if you obtain a “legal proxy,” executed in your favor, from the stockholder of record (broker, bank or other nominee) giving you the right to vote the shares at the Special Meeting.

LHC recommends that you submit a proxy to vote your shares as soon as possible, even if you are planning to attend the Special Meeting, to ensure that your shares are represented and voted at the meeting and so that the vote count will not be delayed. Attendance at the Special Meeting will not, in and of itself, result in the revocation of a proxy or cause your shares of LHC Common Stock to be voted.

At the Special Meeting, abstentions will be counted as present for purposes of determining whether a quorum exists. Abstaining from voting will have the same effect as a vote “AGAINST” the Merger Proposal, the Named Executive Officer Merger-Related Compensation Proposal and the Adjournment Proposal. If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy, the proxy will have the same effect as a vote “FOR” the Merger Proposal, the Named Executive Officer Merger-Related Compensation Proposal and the Adjournment Proposal. Broker non-votes are shares held in “street name” by brokers, banks and other nominees that are present or represented by proxy at the Special Meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, bank or other nominee does not have discretionary voting power on such proposal. Because, under NASDAQ rules, brokers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, if a beneficial owner of shares of LHC Common Stock held in “street name” does not give voting instructions to the broker, bank or other nominee, then such shares will not be counted as present in person or by proxy at the Special Meeting. Under NASDAQ rules, such shares are not permitted to be voted on any of the three proposals described in this proxy statement. As the vote to approve the Merger Proposal is based on the total number of shares of LHC Common Stock outstanding at the close of business on the record date, if you fail to issue voting instructions to your broker, bank or other nominee, it will have the same effect as a vote “AGAINST” the Merger Proposal but will have no effect on the outcome of the Named Executive Officer Merger-Related Compensation Proposal or the Adjournment Proposal, assuming that a quorum exists, because the vote to approve those proposals is based on the total number of shares present in person or represented by proxy at the Special Meeting.

For further information please see the sections entitled “The Special Meeting – Required Vote” and “The Special Meeting – Failure to Vote.”

The Board is soliciting your proxy, and LHC will bear the cost of soliciting proxies. LHC has engaged Okapi Partners LLC (“Okapi”) to assist with the solicitation of proxies. Okapi will be paid approximately $40,000. LHC will reimburse Okapi for reasonable out-of-pocket expenses and will indemnify Okapi and its affiliates against certain claims, liabilities, losses, damages and expenses. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, banks and other nominees to the beneficial owners of shares of LHC Common Stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by Okapi or, without additional compensation, by certain of LHC’s directors, officers and employees.

In addition to the Merger Proposal and the Named Executive Officer Merger-Related Compensation Proposal, LHC stockholders are also being asked to approve the Adjournment Proposal, which will enable the adjournment of the Special Meeting for the purpose of soliciting additional votes in favor of the Merger Proposal if there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal. If a quorum is not present, the person presiding at the Special Meeting may adjourn the Special Meeting from time to time until a quorum is present. If the adjournment is for more than 30 days, or if, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. In addition, the Special Meeting could be postponed before it commences, subject to the terms of the Merger Agreement. If the Special Meeting is adjourned or postponed, stockholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the proposals. If you return a proxy and do not indicate how you wish to vote on the Adjournment Proposal, your shares will be voted in favor of the Adjournment Proposal.

The rights and obligations of the parties to the Merger Agreement are governed by the specific terms and conditions of the Merger Agreement and not by any summary or other information in this proxy statement. Therefore, the information in this proxy statement regarding the Merger Agreement and the Merger is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated herein by reference. We encourage you to read the Merger Agreement carefully and in its entirety because it is the principal legal agreement that governs the Merger.

If the Merger is completed, then at the effective time of the Merger (the “Effective Time”), Merger Sub will merge with and into LHC, the separate corporate existence of Merger Sub will cease and LHC will survive the Merger as a wholly-owned subsidiary of UnitedHealth Group.

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each share of LHC Common Stock issued and outstanding immediately prior to the Effective Time (other than any (i) LHC RSAs that are unvested (as defined below) and (ii) shares owned by (A) LHC as treasury stock or by UnitedHealth Group, Merger Sub or any other wholly owned subsidiary of UnitedHealth Group (and, in each case, not held on behalf of third parties) (“Excluded Shares”) or (B) stockholders who have properly made and not validly withdrawn or lost a demand for appraisal rights with respect to their shares (“Dissenting Shares”)) will be automatically converted into the right to receive an amount in cash, without interest and subject to any applicable withholding taxes, equal to $170.00 (the “Per Share Merger Consideration”).

At the Effective Time, LHC equity-based awards outstanding immediately prior to the Effective Time will generally be subject to the following treatment:

LHC equity-based awards that convert into equity-based awards denominated in UnitedHealth Group Shares will generally be subject to the same terms and conditions (including, as applicable, vesting and exercise) as applied to such award immediately prior to the Effective Time, except to the extent such terms and conditions are rendered inoperative by the Merger or with respect to such other changes that are necessary for the administration of the awards and that are not detrimental to the holder of the award.

The Board has reviewed and considered the terms and conditions of the proposed Merger. After considering various factors, the Board unanimously (i) approved and declared advisable the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby, (ii) determined that the terms of the Merger Agreement, the Merger and the other transactions contemplated thereby are advisable and fair to, and in the best interests of, LHC and its stockholders, (iii) resolved that the adoption of the Merger Agreement be submitted to a vote of LHC stockholders at the Special Meeting and (iv) recommended that LHC stockholders vote to adopt the Merger Agreement (clause (iv) being the “Board Recommendation”). Certain factors considered by the Board in reaching its decision to adopt the Merger Agreement can be found in “The Merger Proposal (Proposal 1)—Recommendation of the Board and Reasons for the Merger” beginning on page 34.

In connection with the Merger, on March 28, 2022, SVB Securities LLC (“SVB Securities”), LHC’s financial advisor, delivered to the Board an oral opinion, which was subsequently confirmed by delivery of a written opinion dated the same date that, as of such date and based upon and subject to the assumptions made and limitations upon the review undertaken by SVB Securities in preparing its opinion, the consideration proposed to be paid to the holders of LHC Common Stock (other than Excluded Shares and Dissenting Shares) pursuant to the terms of the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of the written opinion of SVB Securities, dated March 28, 2022, which describes, among other things, the assumptions made and limitations upon the review undertaken by SVB Securities in preparing its opinion, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. SVB Securities’ financial advisory services and opinion were provided for the information and assistance of the Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of the Board’s consideration of the Merger, and the opinion of SVB Securities addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of LHC Common Stock (other than Excluded Shares and Dissenting Shares) of the consideration proposed to be paid to such holders pursuant to the terms of the Merger Agreement. The opinion of SVB Securities did not address any other term or aspect of the Merger Agreement or the Merger and does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote or otherwise act with respect to the Merger or any other matter. The summary of the written opinion of SVB Securities opinion set forth below is qualified in its entirety by reference to the full text of the opinion. See “The Merger Proposal (Proposal 1)—Opinions of LHC’s Financial Advisors – Opinion of SVB Securities” beginning on page 38.

LHC has engaged Jefferies LLC (“Jefferies”) as a financial advisor to LHC in connection with the Merger. In connection with the Merger, Jefferies delivered a written opinion, dated March 28, 2022, to the Board as to the fairness, from a financial point of view and as of such date, of the Per Share Merger Consideration to be received by holders of LHC Common Stock (other than UnitedHealth Group, Merger Sub and their respective affiliates) pursuant to the Merger Agreement. The full text of Jefferies’ opinion, which describes the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Jefferies, is attached as Annex C to this proxy statement and is incorporated herein by reference. Jefferies’ opinion was provided for the use and benefit of the Board (in its capacity as such) in its evaluation of the Per Share Merger Consideration from a financial point of view and did not address any other aspect of the Merger or any other matter. The opinion did not address the relative merits of the Merger or other transactions contemplated thereby as compared to any alternative transaction or opportunity that might be available to LHC, nor did it address the underlying business decision by LHC to engage in the Merger. Jefferies’ opinion does not constitute a recommendation as to how the Board or any securityholder should vote or act with respect to the Merger or any other matter. The summary of Jefferies’ opinion set forth below is qualified in its entirety by reference to the full text of Jefferies’ opinion.

In considering the recommendation of the Board that you vote to approve the Merger Proposal, you should be aware that, aside from their interests as LHC stockholders, LHC’s directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of LHC stockholders generally, which may create potential conflicts of interest. The Board was aware of these interests and considered them when it adopted the Merger Agreement and approved the Merger.

With regard to our directors, these interests relate to the accelerated vesting of LHC RSAs.

With regard to our executive officers, these interests include the following types of payments and benefits that may be triggered by or otherwise relate to the Merger:

In addition, pursuant to the terms of the Merger Agreement, LHC’s directors and executive officers will be entitled to certain ongoing indemnification, expense advancement and insurance arrangements.

These interests are discussed in more detail in the section entitled “The Merger Proposal (Proposal 1)—Interests of LHC’s Executive Officers and Directors in the Merger,” beginning on page 52 of this proxy statement.

As further discussed in the section entitled “Regulatory Approvals” starting on page 55, we cannot complete the Merger until certain antitrust approvals or exemptions are received from U.S. regulatory authorities.

While we have no reason to believe it will not be possible to complete the antitrust reviews in a timely manner, there is no certainty that the antitrust reviews will be completed within the period of time contemplated by the Merger Agreement or that the completion of such reviews would not be conditioned upon actions that would be materially adverse to LHC or UnitedHealth Group, or that a regulatory challenge to the Merger will not be made.

As of May 13, 2022, six lawsuits have been filed by purported LHC shareholders in connection with the Merger. The complaints generally allege that the preliminary proxy statement (the “Proxy Statement”) filed by LHC in connection with the Merger fails to disclose allegedly material information in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. Plaintiffs seek, among other things, to enjoin LHC from consummating the Merger, or in the alternative, rescission of the Merger and/or compensatory damages, as well as attorney’s fees. For a more detailed description of such litigation relating to the Merger, see the section entitled “The Merger—Litigation Relating to the Merger.” LHC believes that the allegations in the complaints are without merit. Additional lawsuits arising out of the Merger may also be filed in the future.

The exchange of LHC Common Stock for cash pursuant to the Merger generally will be a taxable transaction to holders of LHC Common Stock for U.S. federal income tax purposes and may also be taxable under state and local and other tax laws. You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 56. The tax consequences of the Merger to you will depend on your particular circumstances. You should consult your tax advisors regarding the U.S. federal income tax consequences of the Merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Stockholders of LHC are entitled to appraisal rights under the General Corporation Law of the State of Delaware (the “DGCL”) in connection with the Merger, provided that such stockholders comply with the requirements of Section 262 of the DGCL. If the Merger is completed, any stockholder of LHC who does not vote in favor of the Merger Proposal and who otherwise complies with the requirements of Section 262 has the right to seek appraisal of his, her or its shares of LHC Common Stock and to receive payment in cash for the “fair value” of his, her or its shares of LHC Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be fair value. The ultimate amount stockholders of LHC receive in an appraisal proceeding may be less than, equal to or more than the amount a stockholder would have received under the Merger Agreement.

To exercise appraisal rights, a stockholder of LHC must deliver a written demand for appraisal to LHC before the vote is taken on the adoption of the Merger Agreement, must not vote, in person during the Special Meeting or by proxy, in favor of the proposal to adopt the Merger Agreement and must continue to hold the shares of LHC Common Stock of record from the date of making the demand for appraisal through the Effective Time. As such, merely voting against, abstaining or failing to vote on the proposal to adopt the Merger Agreement will not by itself preserve your right to appraisal under the DGCL. A stockholder’s failure to strictly comply with the procedures specified under the DGCL will result in the loss of such stockholder’s appraisal rights. See the section entitled “The Merger Proposal (Proposal 1)—Appraisal Rights” beginning on page 57 and the text of the DGCL appraisal rights statute reproduced in its entirety as Annex D to this proxy statement. Only a LHC stockholder of record may submit a demand for appraisal. If you hold your shares of LHC Common Stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, brokerage firm or nominee. In view of the complexity of the DGCL, stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors promptly.

Assuming timely satisfaction of necessary closing conditions, including the approval by our stockholders of the Merger Proposal, the parties to the Merger Agreement expect to complete the Merger in the second half of 2022. However, the Merger is subject to antitrust and regulatory reviews and various other conditions, and it is possible that factors outside of the control of LHC or UnitedHealth Group could result in the Merger being completed at a later time, or not at all. There may be a substantial amount of time between the Special Meeting and the completion of the Merger. We expect to complete the Merger promptly following the receipt of all required clearances and approvals and the satisfaction or, to the extent permitted, waiver of the other conditions to the consummation of the Merger.

The consummation of the Merger is not subject to any financing conditions. UnitedHealth Group has represented to LHC in the Merger Agreement that, as of the closing of the Merger, it will have available to it, or will cause Merger Sub to have available to it, funds sufficient to consummate the transactions contemplated by the Merger Agreement.

During the period from the date of the Merger Agreement through the earlier of the closing of the Merger and the termination of the Merger Agreement (the “Interim Period”), except as expressly permitted by the Merger Agreement, LHC shall not, and shall cause its subsidiaries and its and its wholly-owned subsidiaries’ representatives not to, and shall direct and use its reasonable best efforts to cause its non-wholly owned subsidiaries representatives not to, directly or indirectly: (i) initiate, solicit, propose or knowingly encourage or otherwise knowingly facilitate any inquiry or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal (as defined below); (ii) engage in, continue or otherwise participate in any discussions or negotiations relating to any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) provide any information or data concerning LHC or its subsidiaries or access to LHC’s or its subsidiaries’ properties, books and records to any third party in connection with any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal; or (v) agree, authorize or commit to do any of the foregoing.

Notwithstanding the foregoing, prior to the time the Requisite Vote (as defined below) is obtained, in response to a bona fide written Acquisition Proposal that did not result from a breach of the non-solicitation covenants contained in the Merger Agreement, LHC may (i) provide information concerning LHC and its subsidiaries in response to the third party making such Acquisition Proposal (provided that UnitedHealth Group also is provided such information and such third party executes a confidentiality agreement with terms not less restrictive in any material respect than the confidentiality agreement binding UnitedHealth Group (a “Permitted Confidentiality Agreement”)) and (ii) engage or otherwise participate in any discussions or negotiations with such third party if, and only if, prior to taking any action described in clause (i) or this clause (ii), the Board determines in good faith, after consultation with outside legal counsel and financial advisors, as applicable, that based on the information then available, including the terms and conditions of such Acquisition Proposal and those of the Merger Agreement, that

(A) such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal and (B) the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law.

Except as expressly permitted by the Merger Agreement, the Board must not effect a Change of Recommendation (as defined below). In addition, except as expressly permitted by the Merger Agreement, the Board must not cause or permit LHC or any of its subsidiaries to enter into an Alternative Acquisition Agreement (as defined below) or agree, authorize or commit to do so.

Notwithstanding the foregoing, prior to the time the Requisite Vote is obtained, the Board may effect a Change of Recommendation or terminate the Merger Agreement if (A) a bona fide written Acquisition Proposal that did not result from or in connection with a breach of the non-solicitation covenants contained in the Merger Agreement is received by LHC or an Intervening Event (as defined below) has occurred, and (B) the Board determines in good faith, after consultation with outside legal counsel and financial advisors, as applicable, based on the information then available, that (x) in the case of an Acquisition Proposal, that such Acquisition Proposal constitutes a Superior Proposal and (y) a failure to effect a Change of Recommendation or terminate the Merger Agreement in response to such Acquisition Proposal or Intervening Event, as applicable, is inconsistent with the directors’ fiduciary duties under applicable law; provided, however, that no such actions may be taken unless and until: (I) LHC has given UnitedHealth Group written notice at least five business days in advance (the “Notice Period”), which notice must set forth in writing that the Board intends to consider whether to take such action and a reasonably detailed description of the basis therefor, and must also include, in the case of an Acquisition Proposal, all information required by the Merger Agreement and, in the case of an Intervening Event, a reasonably detailed description of such Intervening Event; (II) during the Notice Period, to the extent requested by UnitedHealth Group, LHC must, and must cause its representatives to, negotiate in good faith with UnitedHealth Group to revise the Merger Agreement so that the condition set forth in clause (B) above would not be satisfied; and (III) at the end of the Notice Period, the Board has taken into account any revisions to the Merger Agreement proposed by UnitedHealth Group in writing and any other information offered by UnitedHealth Group in response to such notice contemplated by clause (I) above prior to the end of the Notice Period, and has thereafter determined in good faith, after consultation with outside legal counsel and financial advisors, as applicable, based on the information then available, that (x) in the case of an Acquisition Proposal, such Acquisition Proposal continues to constitute a Superior Proposal and (y) a failure to effect a Change of Recommendation or terminate the Merger Agreement would continue to be inconsistent with the directors’ fiduciary duties under applicable law (provided that any amendment or modification to the economic terms of any such Acquisition Proposal shall be deemed material and shall be deemed to be a new Acquisition Proposal for purposes of the notice required under the applicable sections of the Merger Agreement, including for purposes of the initial five-day Notice Period, except that subsequent to the initial Notice Period, the Notice Period will be reduced to three business days).

The closing of the Merger is subject to certain conditions, including (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of LHC Common Stock entitled to vote on such matter at the Special Meeting (such adoption, the “Requisite Vote”), (ii) the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), without, solely as relates to UnitedHealth Group’s obligation to consummate the Merger, the imposition of any term, condition, obligation, requirement, limitation, prohibition, remedy, sanction or other action that has resulted in or would reasonably be expected to result in a Burdensome Condition (as defined below), (iii) the absence of other legal restraints, (iv) the accuracy of the parties’ respective representations and warranties contained in the Merger Agreement (subject to customary materiality thresholds), (v) the performance of the parties’ respective covenants contained in the Merger Agreement in accordance with the Merger Agreement in all material respects, and (vi) solely as relates to UnitedHealth Group’s obligation to consummate the Merger, the absence of any Material Adverse Effect (as defined in the Merger Agreement) with respect to LHC.

The Merger Agreement contains certain customary termination rights for LHC and UnitedHealth Group, including (i) by mutual consent of the parties; (ii) by either party if (A) the Merger is not consummated on or before December 28, 2022 (subject to up to two three-month extensions to a date not beyond June 28, 2023, under certain circumstances), (B) the Requisite Vote is not obtained at the Special Meeting or any adjournment or postponement

thereof or (C) any law or order prohibiting the Merger has become final and non-appealable; (iii) by LHC (A) in the event of a material breach by UnitedHealth Group or Merger Sub of any of its representations, warranties or covenants in the Merger Agreement, or if any representation or warranty of UnitedHealth Group or Merger Sub shall have become materially untrue or incorrect following the date of the Merger Agreement, and in each case, such breach or failure to be true and correct is not curable or cured in accordance with the terms of the Merger Agreement, or (B) prior to the time the Requisite Vote is obtained, in order to enter into an alternative acquisition agreement with respect to a Superior Proposal; and (iv) by UnitedHealth Group (A) in the event of a material breach by LHC of any of its representations, warranties or covenants in the Merger Agreement or if any representation or warranty of LHC shall have become materially untrue or incorrect following the date of the Merger Agreement, and in each case, such breach or failure to be true and correct is not curable or cured in accordance with the terms of the Merger Agreement or (B) prior to the time the Requisite Vote is obtained, if the Board has effected a Change of Recommendation or LHC or its subsidiaries have materially breached their non-solicitation covenants contained in the Merger Agreement. Upon termination of the Merger Agreement under certain specified circumstances, LHC will be required to pay to UnitedHealth Group a termination fee of $180,000,000.

Prior to the closing of the Merger, LHC will cooperate with UnitedHealth Group and use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary or advisable on its part under applicable law, including, the rules and policies of NASDAQ, to enable the delisting by the Surviving Corporation of the shares of LHC Common Stock from NASDAQ and the deregistration of the shares under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in each case, as promptly as practicable after the Effective Time, but in any event, in the case of the shares, no more than ten days thereafter.

On March 25, 2022, the last trading day prior to the date of the Merger Agreement, the closing price per share of LHC Common Stock on NASDAQ was $153.21. The closing price of LHC Common Stock on NASDAQ on May 16, 2022, the most recent practicable date prior to the filing of this proxy statement, was $164.48 per share. You are encouraged to obtain current market prices of LHC Common Stock in connection with voting your shares of LHC Common Stock.

The following are brief answers to certain questions that you may have regarding the Merger, the Special Meeting and the proposals being considered at the Special Meeting. We urge you to carefully read the remainder of this proxy statement because the information in this section does not provide all of the information that might be important to you with respect to the Merger and the Special Meeting. Additional important information is also contained in the annexes attached to this proxy statement and the documents referred to or incorporated by reference into this proxy statement.

LHC equity-based awards that convert into equity-based awards denominated in UnitedHealth Group Shares will generally be subject to the same terms and conditions (including, as applicable, vesting and exercise) as applied to such award immediately prior to the Effective Time, except to the extent such terms and conditions are rendered inoperative by the Merger or with respect to such other changes that are necessary for the administration of the awards and that are not detrimental to the holder of the award.

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

This proxy statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations and businesses of LHC. Some of these statements can be identified by terms and phrases such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “could,” “should,” “may,” “plan,” “project,” “predict” and similar expressions. LHC cautions readers of this communication that such “forward-looking statements,” including without limitation, those relating to the Merger being completed within the anticipated timeframe or at all, the satisfaction of the closing conditions to the Merger, including required regulatory and stockholder approvals, the realization of the expected benefits of the Merger, LHC’s future business prospects, revenue, working capital, liquidity, capital needs, interest costs and income, wherever they occur in this communication or in other statements attributable to LHC, are not guarantees of future performance, are necessarily estimates reflecting the judgment of LHC’s senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the “forward-looking statements.”

Factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filings on Forms 10-K and 10-Q, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

Consequently, all of the forward-looking statements that we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including (1) the information contained under this caption, and (2) the information contained under the captions “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and information in our consolidated financial statements and notes thereto included in LHC’s most recent Annual Report on Form 10-K filed with the SEC on February 24, 2022. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

LHC’s forward-looking statements speak only as of the date of this communication or as of the date they are made. LHC disclaims any intent or obligation to update any “forward-looking statement” made in this communication to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

LHC Group, Inc. is a leading provider of post-acute health care services to patients through its home nursing agencies, hospice agencies, community-based services agencies and long-term acute care hospitals. As of December 31, 2021, through its wholly- and majority-owned subsidiaries, equity joint ventures and controlled affiliates, LHC operated in 970 service providers in 37 states within the continental United States and the District of Columbia. LHC operates in five segments: (1) home health services, (2) hospice services, (3) home and community-based services, (4) facility-based services, primarily offered through our long-term acute care hospitals, and (5) healthcare innovations.

LHC Common Stock is traded on the Nasdaq Global Market (“NASDAQ”) under the ticker symbol “LHCG”. LHC’s headquarters are located at 901 Hugh Wallis Road South, Lafayette, Louisiana 70508 and our telephone number is (337) 233-1307. Our corporate web address is www.lhcgroup.com. The information provided on the LHC website is not part of this proxy statement and is not incorporated in this proxy statement by reference or by any other reference to LHC’s website provided in this proxy statement.

Additional information about LHC is contained in our public filings with the U.S. Securities and Exchange Commission (the “SEC”), which filings are incorporated by reference herein. See the section entitled “Where You Can Find More Information.”

UnitedHealth Group is a diversified health care company, offering a diverse range of products and services through its two distinct business platforms: UnitedHealthcare, which provides health benefits, and Optum. Optum is a leading information and technology-enabled health services business dedicated to helping make the health system work better for everyone. With more than 190,000 people worldwide, Optum delivers intelligent, integrated solutions that help to modernize the health system and improve overall population health.

The principal executive offices of UnitedHealth Group are located at 9900 Bren Road East, Minnetonka, MN 55343, and its telephone number is (952) 936-1300. Shares of common stock of UnitedHealth Group are listed on the New York Stock Exchange under the symbol “UNH.”

Merger Sub is a Delaware corporation that was formed solely for the purposes of entering into the Merger Agreement and engaging in the transactions contemplated by the Merger Agreement. Merger Sub is a direct, wholly-owned subsidiary of UnitedHealth Group and has not engaged in any business except for activities incidental to its formation and as contemplated by the Merger Agreement. Upon consummation of the Merger, Merger Sub will cease to exist and LHC will survive the Merger as a wholly-owned subsidiary of UnitedHealth Group.

The principal executive offices of Merger Sub’s ultimate parent, UnitedHealth Group, are located at 9900 Bren Road East, Minnetonka, MN 55343, and its telephone number is (952) 936-1300.

This proxy statement is being provided to LHC stockholders as part of a solicitation by the Board of proxies for use at the Special Meeting, to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement of the Special Meeting.

The special meeting of LHC stockholders (the “Special Meeting”) is scheduled to be held 9:00 a.m. (Central time) on June 21, 2022, at LHC’s principal executive offices located at 901 Hugh Wallis Road South, Lafayette, Louisiana 70508, subject to any adjournments or postponements thereof. As part of LHC’s precautions regarding COVID-19, LHC is planning for the possibility that the Special Meeting may be held by means of remote communication only (i.e., a virtual meeting). If LHC takes this step and holds only a virtual meeting, or if the time, date, or place of the Special Meeting will be changing, LHC will announce the decision to do so in advance of the Special Meeting, and details on how to participate will be available on LHC’s website at http://investor.lhcgroup.com.

At the Special Meeting, LHC stockholders will be asked to consider and vote on the following proposals:

Stockholders may also be asked to transact such other business as may properly be brought before the Special Meeting, or any adjournments or postponements of the Special Meeting, by or at the direction of the Board with the consent of UnitedHealth Group.

The holders of a majority of the outstanding shares of LHC Common Stock entitled to vote on the Merger Proposal must vote to adopt the Merger Agreement as a condition to the completion of the Merger. If the LHC stockholders fail to approve the Merger Proposal, the Merger will not occur. The vote on the Named Executive Officer Merger-Related Compensation Proposal is a vote separate and apart from the vote to approve the Merger Proposal. Accordingly, a stockholder may vote to approve the Merger Proposal and vote not to approve the Named Executive Officer Merger-Related Compensation Proposal, and vice versa. Because the vote on the Named Executive Officer Merger-Related Compensation Proposal is only advisory in nature, it will not be binding on LHC, UnitedHealth Group or the Surviving Corporation. Accordingly, because LHC is contractually obligated to pay such merger-related compensation, the compensation will be payable, subject only to the conditions applicable thereto, if the Merger Proposal is approved, regardless of the outcome of the advisory vote.

Other than the matters described above, LHC does not expect a vote to be taken on any other matters at the Special Meeting or any adjournment or postponement thereof, and LHC has agreed in the Merger Agreement that no other matters (other than customary procedural matters) shall be brought before the Special Meeting without the consent of UnitedHealth Group.

The Board has unanimously determined that the Merger, the Merger Agreement and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of LHC and its stockholders and has unanimously approved and declared advisable the Merger, the Merger Agreement and the other transactions contemplated by the Merger Agreement. The Board made its determination after considering a number of factors more fully described in the section entitled “The Merger Proposal (Proposal 1)—Recommendation of the Board and Reasons for the Merger” beginning on page 34.

The Board unanimously recommends that LHC stockholders vote “FOR” the Merger Proposal, “FOR” the Named Executive Officer Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal.

Only holders of record of LHC Common Stock at the close of business on May 16, 2022, the record date for the Special Meeting (the “Record Date”), will be entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements of the Special Meeting.

Holders of record of LHC Common Stock are entitled to one vote for each share of LHC Common Stock they own of record at the close of business on the Record Date. At the close of business on the Record Date, 31,027,698 shares of LHC Common Stock were issued and outstanding, held by approximately 494 holders of record.

Under our bylaws, the presence at the Special Meeting, in person or by proxy, of the holders of record of a majority of the voting power of the shares of LHC Common Stock issued and outstanding and entitled to vote at the Special Meeting will constitute a quorum. There must be a quorum for business to be conducted at the Special Meeting. Failure of a quorum to be represented at the Special Meeting will necessitate an adjournment or postponement of the Special Meeting and may subject LHC to additional expense.

If you attend the Special Meeting or if you submit (and do not thereafter revoke) a proxy by duly executing and returning a proxy card or by telephone or through the Internet, even if you abstain from voting, your shares of LHC Common Stock will be counted for purposes of determining whether a quorum is present at the Special Meeting. In the event that a quorum is not present at the Special Meeting or additional votes must be solicited to adopt the Merger Agreement, the meeting may be adjourned or postponed to solicit additional proxies.

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of LHC Common Stock entitled to vote on such matter at the Special Meeting.

Approval of the Named Executive Officer Merger-Related Compensation Proposal (on a non-binding basis) requires the affirmative vote of the holders of a majority of the voting power of the shares of LHC Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on such matter at the Special Meeting. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of LHC Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on such matter at the Special Meeting.

An abstention occurs when a stockholder attends a meeting, in the case of the Special Meeting either virtually or by proxy, but abstains from voting. At the Special Meeting, abstentions will be counted as present for purposes of determining whether a quorum exists. Abstaining from voting will have the same effect as a vote “AGAINST” the Merger Proposal, the Named Executive Officer Merger-Related Compensation Proposal and the Adjournment Proposal.

If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy, the proxy will have the same effect as a vote “FOR” the Merger Proposal, the Named Executive Officer Merger-Related Compensation Proposal and the Adjournment Proposal.

Broker non-votes are shares held in “street name” by brokers, banks and other nominees that are present or represented by proxy at the Special Meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, bank or other nominee does not have discretionary voting power on such proposal. Because, under NASDAQ rules, brokers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, if a beneficial owner of shares of LHC Common Stock held in “street name” does not give voting instructions to the broker, bank or other nominee, then those shares will not be counted as present in person or by proxy at the Special Meeting. Under NASDAQ rules, brokers and other record holders do not have discretionary voting authority with respect to any of the three proposals described in this proxy

statement. As described in the section entitled “Required Vote”, the vote to approve the Merger Proposal is based on the total number of shares of LHC Common Stock outstanding at the close of business on the record date. As a result, if you fail to issue voting instructions to your broker, bank or other nominee, it will have the same effect as a vote “AGAINST” the Merger Proposal but will have no effect on the approval of the Named Executive Officer Merger-Related Compensation Proposal or the Adjournment Proposal which, assuming a quorum exists, each require only the affirmative vote of the holders of a majority of the voting power of the shares of LHC Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on such matter at the Special Meeting.

If you are a stockholder of record and you do not sign and return your proxy card by mail or vote over the Internet, by telephone or in person during the Special Meeting, your shares will not be voted at the Special Meeting, will not be counted as present in person or by proxy at the Special Meeting and will not be counted as present for purposes of determining whether a quorum exists.

A failure to vote by a stockholder of record will have no effect on the outcome of the Named Executive Officer Merger-Related Compensation Proposal or the Adjournment Proposal, assuming that a quorum exists, which each require only the affirmative vote of the holders of a majority of the voting power of the shares of LHC Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on such matter at the Special Meeting. However, the vote to approve the Merger Proposal is based on the total number of shares of LHC Common Stock outstanding at the close of business on the record date, not just the shares that are counted as present in person or by proxy at the Special Meeting. As a result, if you fail to vote your shares, it will have the same effect as a vote “AGAINST” the Merger Proposal.

At the close of business on the record date, directors and executive officers of LHC were entitled to vote 1,445,750 shares of LHC Common Stock (including restricted shares granted under LHC equity-based plans, which shares are eligible to be voted at the Special Meeting, but excluding shares underlying stock options granted under LHC equity-based plans, which shares are not eligible to be voted at the Special Meeting), representing less than 5.0% of the shares of LHC Common Stock issued and outstanding on that date. Our current understanding is that the directors and executive officers of LHC intend, as of the date of this proxy statement, to vote in favor of the Merger Proposal, although none of LHC’s directors and executive officers is obligated to do so.

If your shares are registered directly in your name with our transfer agent, you are considered a “stockholder of record.” Stockholders of record can vote their shares of LHC Common Stock in the following four ways: (i) in person at the meeting; (ii) by mail, by properly executing and returning the proxy card; (iii) electronically, according to the instructions set forth on the proxy card; or (iv) by telephone, according to the instructions set forth on the proxy card. Telephone and Internet facilities for the submission of a proxy to vote shares will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on June 20, 2022. Proxy cards mailed with respect to shares held by stockholders of record or held in “street name” must be received no later than June 20, 2022 in order to be counted in the vote.

If your shares are held in the name of a bank, broker or other holder of record (also known as “street name”), you have the right to direct your bank, broker or other nominee on how to vote your shares by using the voting instruction form provided to you by them, or by following their instructions for voting through the internet or by telephone. In the alternative, you may vote at the Special Meeting if you obtain a legal proxy from your bank, broker or other nominee and present it at the Special Meeting. In order for your shares to be voted on all matters presented at the Special Meeting, we urge all stockholders whose shares are held in street name by a bank, brokerage firm or other nominee to provide voting instructions to such record holder.

Stockholders who are entitled to vote at the Special Meeting may attend the Special Meeting. If you wish to attend the Special Meeting, you must bring photo identification. Please also bring to the Special Meeting your account statement evidencing your beneficial ownership of LHC Common Stock as of the record date.

You can change or revoke your proxy at any time before the final vote at the Special Meeting. If you are the stockholder of record, you may change or revoke your proxy by:

If you are a beneficial owner of LHC Common Stock held by a bank, broker or other nominee, you will need to contact the bank, broker or other nominee to revoke your proxy.

The Board is soliciting your proxy, and LHC will bear the cost of soliciting proxies. LHC has engaged Okapi Partners LLC (“Okapi”) to assist with the solicitation of proxies. Okapi will be paid approximately $40,000. LHC will reimburse Okapi for reasonable out-of-pocket expenses and will indemnify Okapi and its affiliates against certain claims, liabilities, losses, damages and expenses. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, banks and other nominees to the beneficial owners of shares of LHC Common Stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by Okapi or, without additional compensation, by certain of LHC’s directors, officers and employees.

In addition to the Merger Proposal and the Named Executive Officer Merger-Related Compensation Proposal, LHC stockholders are also being asked to approve the Adjournment Proposal, which will enable the adjournment of the Special Meeting for the purpose of soliciting additional votes in favor of the Merger Proposal if there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal. If a quorum is not present, the person presiding at the Special Meeting may adjourn the Special Meeting from time to time until a quorum is present. If the adjournment is for more than 30 days, or if, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. In addition, the Special Meeting could be postponed before it commences, subject to the terms of the Merger Agreement. If the Special Meeting is adjourned or postponed, stockholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the proposals. If you return a proxy and do not indicate how you wish to vote on the Adjournment Proposal, your shares will be voted in favor of the Adjournment Proposal.

The Board unanimously recommends a vote “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies.

You should not send documents representing LHC Common Stock with the proxy card. If the Merger is completed, the paying agent for the Merger will send you transmittal materials and instructions for exchanging your shares of LHC Common Stock for the consideration to be paid to former LHC stockholders in connection with the Merger.

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact Okapi Partners LLC, our proxy solicitor, by calling (212) 297-0720, or toll-free at (877) 274-8654, or via email at info@okapipartners.com.

The discussion of the Merger in this proxy statement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and hereby is incorporated by reference into this proxy statement.

Subject to the terms and conditions of the Merger Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into LHC, the separate corporate existence of Merger Sub will cease and LHC will survive the Merger as a wholly-owned subsidiary of UnitedHealth Group.

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each share of LHC Common Stock issued and outstanding immediately prior to the Effective Time (other than any (i) LHC RSAs that are unvested, (ii) Excluded Shares and (iii) Dissenting Shares) will be automatically converted into the right to receive an amount in cash, without interest and subject to any applicable withholding taxes, equal to $170.00 (the “Per Share Merger Consideration”).

At the Effective Time, LHC equity-based awards outstanding immediately prior to the Effective Time will generally be subject to the following treatment:

LHC equity-based awards that convert into equity-based awards denominated in UnitedHealth Group Shares will generally be subject to the same terms and conditions (including, as applicable, vesting and exercise) as applied to such award immediately prior to the Effective Time, except to the extent such terms and conditions are rendered inoperative by the Merger or with respect to such other changes that are necessary for the administration of the awards and that are not detrimental to the holder of the award.

If the Merger Proposal is not approved by LHC stockholders or if the Merger is not completed for any other reason, LHC stockholders will not receive any payment for their shares in connection with the Merger. Instead, LHC will remain an independent public company and shares of LHC Common Stock will continue to be listed and traded on NASDAQ. In addition, if the Merger is not completed, LHC expects that management will operate LHC’s business in a manner similar to that in which it is being operated today and that LHC stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the competitive industry in which LHC operates and adverse economic conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that would have caused the Merger not to be completed, it is likely that the price of LHC’s common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of LHC’s common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of LHC Common Stock. If the Merger is not completed, the Board will continue to evaluate and review LHC’s business operations, properties and capitalization, among other things, make such changes as are deemed appropriate, and continue to seek to identify strategic alternatives to enhance stockholder value. If the Merger Proposal is not approved by LHC stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to LHC will be offered or that LHC’s business, prospects or results of operation will not be adversely impacted.

Further, upon termination of the Merger Agreement, under certain specified circumstances, LHC may be required to pay a termination fee of $180,000,000 to UnitedHealth Group pursuant to the terms and conditions of the Merger Agreement. See the section entitled “The Merger Agreement—Termination Fee” beginning on page 81 for a discussion of the circumstances under which LHC will be required to pay a termination fee.

The Board and LHC management regularly review and assess LHC’s business, strategies and objectives and regularly evaluate strategic opportunities and alternatives, including acquisitions, dispositions, other business combinations, strategic partnerships and other strategic transactions. This regular review and assessment has been an important aspect of LHC’s history and has continued since LHC’s merger of equals with Almost Family, Inc. (“Almost Family”), which was completed in 2018. At its regularly scheduled third quarter 2021 Board and committee meetings, the Board, together with LHC’s management, considered various potential opportunities to enhance stockholder value as well as risks facing LHC as a standalone company.

For a number of years, LHC management periodically has interacted in the ordinary course of business with representatives of a subsidiary of UnitedHealth Group in its role as a third-party payor of LHC services. These discussions did not relate to a potential acquisition or other strategic transaction.

Beginning in mid-November 2021, after further conversations among Keith G. Myers, Chairman and Chief Executive Officer of LHC, and individual members of the Board, LHC began having conversations with several potential strategic partners and buyers, including UnitedHealth Group. At or around this same time, members of LHC’s management contacted SVB Securities and Jefferies, with which LHC has had historical investment banking relationships, regarding the possibility of LHC engaging each of SVB Securities and Jefferies to assist LHC, among other things, in its evaluation of any potential proposal from third party buyers. As a result of these discussions, LHC requested that SVB Securities and Jefferies, in an informal capacity, begin contacting potential strategic partners about the possibility of a potential transaction with LHC, and subsequently formally engaged Jefferies and SVB Securities as LHC’s financial advisors in connection with a potential transaction. LHC discussed with SVB Securities and Jefferies challenges for certain potential purchasers in effecting a transaction with LHC given LHC’s trading multiples, the overall size of the potential transaction, the regulatory environment in which LHC operates and market volatility, and determined that it was unlikely that a private equity buyer would be willing and able to acquire LHC at an attractive price. Members of the LHC management team also conferred with Alston & Bird LLP (“A&B”), which has served as LHC’s primary corporate counsel since LHC’s initial public offering in 2005, and engaged A&B as outside counsel to assist LHC in connection with any potential transaction.

In mid-November 2021, representatives of Jefferies contacted a representative of a strategic party (“Party A”) to inquire about Party A’s potential interest in the home health and hospice sector and a transaction or strategic partnership with LHC. The Party A representative indicated that he would further discuss internally with Party A.

In late November 2021, representatives of Jefferies contacted a representative of UnitedHealth Group to discuss UnitedHealth Group’s potential interest in the home health and hospice sector and a transaction or other strategic partnership with LHC.

On December 2, 2021, representatives of SVB Securities held a telephonic conference with representatives of UnitedHealth Group to discuss a potential transaction between UnitedHealth Group and LHC. Also on this date, representatives of SVB Securities contacted another strategic party (“Party B”) to discuss Party B’s potential interest in a strategic transaction between Party B and LHC.

In addition to UnitedHealth Group, Party A and Party B, representatives of SVB Securities, at the direction of LHC, reached out to four additional strategic parties during December 2021 to inquire about those parties’ interest

in a potential transaction involving LHC. Throughout December 2021, SVB Securities had multiple conversations with these parties. Each of these four strategic parties ultimately informed representatives of SVB Securities that they were not interested in pursuing a potential transaction with LHC.

On December 6, 2021, representatives of SVB Securities had a telephonic meeting with representatives of UnitedHealth Group regarding UnitedHealth Group’s potential interest in a transaction with LHC. SVB Securities proposed to arrange a meeting among UnitedHealth Group and LHC management to discuss the possibility of exploring the merits of an acquisition transaction, which later was scheduled for December 16, 2021.

On December 10, 2021 SVB Securities sent preliminary background materials about a potential transaction with LHC to UnitedHealth Group.

Also on December 10, 2021, a follow-up call was held between representatives of Jefferies and Party A to continue discussions regarding a potential transaction or strategic partnership between Party A and LHC.

On December 16, 2021, Mr. Myers, Joshua L. Proffitt, President and Chief Operating Officer of LHC, Bruce D. Greenstein, Executive Vice President and Chief Strategy and Innovation Officer of LHC, Raj Shetye, Senior Vice President and Chief Analytics Officer of LHC, and Benjamin Doga, M.D., Chief Medical Officer of LHC, held an in-person meeting in Minneapolis, MN with representatives of UnitedHealth Group to discuss a potential transaction. The discussion was exploratory in nature and did not address valuation or other terms of a potential transaction. Mr. Myers informed the representatives of UnitedHealth Group that he would report the conversation to members of the Board, but did not otherwise discuss potential next steps. Following the meeting, Mr. Myers updated individual members of the Board regarding the substance of the meeting.

On December 22, 2021, representatives of Jefferies had a follow-up call with Richard J. Mattera, Chief Development Officer of UnitedHealth Group, regarding a potential transaction between UnitedHealth Group and LHC.

On December 27, 2021, after conversations between the respective management teams of LHC and UnitedHealth Group in which such teams discussed, among other things, UnitedHealth Group’s potential interest in exploring a potential acquisition of LHC, LHC sent UnitedHealth Group a draft non-disclosure agreement (the “UHG NDA”) to facilitate the exchange of information between the parties. The parties executed the UHG NDA, which did not contain an employee “non-solicit” or a “standstill” provision, dated as of December 30, 2021.

On January 5, 2022, representatives of SVB Securities held a telephonic meeting with representatives of Party B to continue discussions regarding a potential transaction between Party B and LHC, including arranging for a call between management of LHC and Party B.

Also on or about January 5, 2022, at the direction of the Board, representatives of Jefferies followed up with a representative of Party A to further inquire about Party A’s interest in a potential transaction with LHC and in meeting with LHC’s management. The Party A representative subsequently indicated that Party A would be interested in such a meeting.

On January 11, 2022, Messrs. Myers and Proffitt held a telephonic meeting with management of Party B to further discuss a potential transaction with LHC. Such meeting also included a general discussion of LHC’s business. The discussion was exploratory in nature and did not address valuation or other terms of a potential transaction. Following the meeting, Messrs. Myers and Proffitt reported the details of the meeting to individual members of the Board. On January 19, 2022, Party B informed SVB Securities that Party B was not interested in further pursuing a potential transaction with LHC.

On January 12, 2022, SVB Securities provided additional background materials to UnitedHealth Group about a potential transaction with LHC.

On January 13, 2022, Messrs. Myers and Proffitt and the LHC management team and UnitedHealth Group representatives, including Mr. Mattera, held a meeting in Lafayette, LA to further discuss the possibility of exploring the merits of UnitedHealth Group acquiring LHC. The discussions were exploratory in nature and did not address valuation or other terms of a potential transaction. Following the meeting, Mr. Myers reported the details of the meeting to individual members of the Board.

On January 17, 2022, Mr. Dale G. Mackel, Executive Vice President, Chief Financial Officer and Treasurer of LHC, and Mr. Eric Elliot, Senior Vice President of Finance, held a telephonic meeting with members of UnitedHealth Group’s corporate development department to discuss preliminary due diligence questions.

Also on January 17, 2022, a telephonic Board meeting was held. Mr. Myers updated the Board as to management’s recent meetings with UnitedHealth Group and the status of LHC’s outreach to other strategic partners contacted on behalf of LHC by SVB and Jefferies. LHC’s management also discussed with the Board its long-range plan and the various opportunities and risks inherent in LHC’s current long-range plan, together with key assumptions underlying the long-range plan. Also at this meeting, LHC’s management presented to the Board a draft of certain projections as to LHC’s future financial performance (the “Projections”), described more fully below in the section captioned “Certain Financial Projections,” reflecting management’s best estimates and judgments of LHC’s future financial performance as a standalone company. The Projections assumed two different potential strategic plans for LHC during the projected period: an organic scenario assuming no incremental acquisitions throughout the projected period and a M&A scenario assuming that LHC continued to execute incremental acquisitions throughout the projected period. The Board further discussed the Projections with LHC’s management and approved such Projections for use by SVB Securities and Jefferies for purposes of their respective financial analyses and directed that the Projections be shared with UnitedHealth Group and included in materials regarding LHC to be distributed to other interested strategic parties, subject to the execution of confidentiality agreements with LHC.

On January 19, 2022, at the direction of the Board, representatives of Jefferies held a telephonic meeting with representatives of Party A to discuss Party A’s interest in a potential transaction with LHC and topics for a planned meeting on January 21, 2022 between representatives of LHC and Party A.

On January 20, 2022, SVB Securities provided responses to UnitedHealth Group to certain follow-up questions asked during the January 13, 2022 meeting between representatives of LHC and UnitedHealth Group.

On January 21, 2022, Messrs. Myers, Proffitt and Mackel held a video conference with representatives of Party A to further discuss a potential transaction with LHC. Such meeting also included a general discussion of LHC’s business and LHC’s views of its capabilities and strategic focus. The discussion was exploratory in nature and did not address valuation or other terms of a potential transaction. Following the meeting, Messrs. Myers and Proffitt reported the details of the meeting to individual members of the Board.

On January 26, 2022, at the direction of the Board, representatives of Jefferies held a follow-up call with representatives of Party A to continue discussions regarding a potential transaction between Party A and LHC.

On January 29, 2022, representatives of SVB Securities and Mr. Mattera held a telephonic meeting. At this meeting, Mr. Mattera indicated that the board of directors of UnitedHealth Group (the “UnitedHealth Group Board”) had considered and discussed a potential acquisition of LHC in depth and was fully supportive of, and committed to, pursuing such a transaction. In addition, in connection with such meeting, Mr. Mattera provided the representatives of SVB Securities with an oral, non-binding proposal for the acquisition by UnitedHealth Group of all outstanding shares of LHC Common Stock for $160.00 per share in cash. Mr. Mattera confirmed that this proposal had the full support of the UnitedHealth Group Board. Following the call, the representatives of SVB Securities reported the details of the call to Messrs. Myers and Proffitt. The closing price per share of LHC Common Stock on January 28, 2022, the last full trading day before LHC’s receipt of such oral proposal, was $117.58.

On January 31, 2022, Messrs. Myers and Proffitt held a video conference with Brent Turner and Ronald Nixon, each a member of the Board, and representatives from SVB Securities and Jefferies. At this meeting, SVB Securities and Jefferies provided updates on the potential transaction between LHC and UnitedHealth Group and the discussions with Party A.

On February 3, 2022, following outreach from Mr. Mattera, representatives of SVB Securities held a telephonic meeting with Mr. Mattera at which representatives of SVB Securities informed Mr. Mattera of LHC’s reaction to UnitedHealth Group’s January 29 oral proposal. During the course of this meeting, Mr. Mattera reaffirmed UnitedHealth Group’s interest in exploring the proposed transaction and his and the UnitedHealth Group Board’s continued belief that such a transaction would have a positive impact both for UnitedHealth Group and on improving the delivery of healthcare. Mr. Mattera thereafter delivered a revised oral, non-binding proposal from UnitedHealth Group, which increased the proposed per share consideration from $160.00 per share in cash to $165.00 per share in cash. Mr. Mattera confirmed that this proposal had the full support of the UnitedHealth Group Board, and he also expressed UnitedHealth Group’s desire to immediately begin due diligence with a goal toward a definitive transaction

agreement with LHC by the end of March 2022. The representatives of SVB Securities informed Mr. Mattera that they would present UnitedHealth Group’s revised proposal to the Board for discussion, along with the timeline proposed by Mr. Mattera. Following the call, the representatives of SVB Securities reported the details of the call to Messrs. Myers and Proffitt. The closing price per share of LHC Common Stock on February 2, 2022, the last full trading day before LHC’s receipt of UnitedHealth Group’s proposal, was $123.13.

On February 4, 2022, the Board held a meeting that was attended by LHC’s management and financial advisors. At the meeting, among other things, the Board discussed the revised proposal from UnitedHealth Group, efforts to further improve UnitedHealth Group’s proposal and other matters expected to be discussed more fully at an upcoming Board meeting scheduled for February 7, 2022. LHC’s financial advisors discussed with the Board, among other things, implied transaction metrics based on various illustrative purchase prices, an overview of LHC’s historical stock trading prices and volumes and EBITDA trading multiples, Wall Street analysts’ stock price targets for LHC, and implied transaction multiples and premiums paid in selected precedent transactions. At this meeting, the Board determined that LHC’s financial advisors should request that UnitedHealth Group further increase its proposed purchase price per share. Following this meeting, representatives of SVB Securities reached out to representatives of UnitedHealth Group to request that UnitedHealth Group increase its proposed purchase price per share.

On February 7, 2022, representatives of SVB Securities and Mr. Mattera held a telephonic meeting to, among other things, discuss the proposed purchase price per share in UnitedHealth Group’s most recent proposal received on February 3, 2022. In response to LHC’s request to increase the proposed purchase price, Mr. Mattera reported that UnitedHealth Group was prepared to further increase its proposed purchase price per share to $170.00 in cash, which represented a premium of 38.8% over the $122.47 per share closing price of LHC Common Stock on February 4, 2022. He noted that this was UnitedHealth Group’s best and final proposal. Following the telephonic meeting, the representatives of SVB Securities reported the details of the call to Messrs. Myers and Proffitt.

Later on February 7, 2022, the Board held a telephonic meeting that was attended by members of LHC management and representatives of LHC’s legal and financial advisors. Representatives of SVB Securities reported on the February 7 telephonic meeting with Mr. Mattera , including that UnitedHealth Group had further increased its proposed purchase price per share to $170.00 in cash and that Mr. Mattera stated that the $170.00 proposed price per share was UnitedHealth Group’s best and final offer. Representatives of A&B reviewed with the Board, among other things, the Board’s fiduciary duties and responsibilities in connection with evaluating UnitedHealth Group’s February 7 oral offer and any potential transaction with UnitedHealth Group. The Board discussed, among other things, whether to engage further with UnitedHealth Group, and the advantages and disadvantages of further exploring other third parties’ ability and willingness to make a proposal superior to UnitedHealth Group’s February 7 oral offer. LHC’s management also discussed with the Board the various opportunities and risks inherent in LHC’s current long-range plan, together with key assumptions underlying the long-range plan. At the conclusion of such meeting, the Board authorized LHC management to proceed with further discussions regarding a potential transaction with UnitedHealth Group on the basis of its February 7 oral offer and authorized LHC’s management and advisors to provide due diligence information and begin negotiating potential definitive agreements. The Board also gave its express permission to the LHC executive officers to negotiate employment agreements with UnitedHealth Group if requested by UnitedHealth Group. The Board also determined to follow up with Party A to gauge Party A’s level of interest in receiving information relating to LHC (subject to executing a customary non-disclosure agreement) and further exploring a potential transaction with LHC.

Between February 8, 2022 and March 28, 2022 (the date on which the parties executed the Merger Agreement), LHC management provided representatives of UnitedHealth Group and its outside legal counsel and other advisors with access to an online data room and other due diligence materials. In addition, during the weeks of February 14, 2022 through the week of March 14, 2022, members of LHC management participated in a number of due diligence calls with representatives of UnitedHealth Group and its outside legal counsel and other advisors.

On February 10, 2022, at the direction of the Board, representatives of Jefferies sent LHC’s draft non-disclosure agreement to Party A (the “Party A NDA”) to facilitate the exchange of information between the two companies, and representatives of Jefferies and Party A held a teleconference on February 11, 2022 to discuss Party A’s interest in a potential transaction with LHC. LHC and Party A later executed the Party A NDA on February 20, 2022.

On February 16, 2022, Mr. Mattera sent LHC a written, non-binding indication of interest (the “February 16 IOI”) confirming UnitedHealth Group’s proposal for an acquisition of all outstanding shares of LHC Common Stock for $170.00 per share in cash.

On February 21, 2022, Messrs. Myers and Proffitt held a video conference with Brent Turner and Ronald Nixon, each a member of the Board, to continue to discuss the potential transaction between LHC and UnitedHealth Group and discussions with Party A.

On February 23, 2022, Sullivan & Cromwell LLP (“Sullivan & Cromwell”), outside counsel to UnitedHealth Group for the transaction, sent A&B a draft of the Merger Agreement.

On February 24, 2022, Messrs. Myers, Proffitt and Mackel held an in-person meeting in Lafayette, LA with representatives of Party A to further discuss the possibility of exploring the merits of Party A acquiring LHC and to provide Party A with information that had been provided to UnitedHealth Group at its meeting with LHC on January 13, 2022. Such meeting included a general discussion of LHC’s business, and LHC’s views of its capabilities and strategic focus, and the potential benefits of a potential transaction to both companies. The discussion was exploratory in nature and did not address valuation or other terms of a potential transaction. Following the meeting, Mr. Myers reported the details of the meeting to individual members of the Board and the Projections were provided to Party A.

On March 2, 2022, representatives of LHC held an in-person meeting in Lafayette, LA with representatives of UnitedHealth Group to further discuss, among other things, the possibility of exploring the merits of UnitedHealth Group acquiring LHC and certain business, operational and financial due diligence questions in connection with such a transaction.

Also on March 2, 2022, representatives of UnitedHealth Group contacted Mr. Myers requesting that Messrs. Myers and Proffitt enter into new employment agreements prior to executing the Merger Agreement and that certain other LHC employees enter into new employment agreements prior to the Closing, in each case, to be effective as of the Closing. Between March 8, 2022 and March 28, 2022, representatives of UnitedHealth Group negotiated the terms of such new employment agreements with each of Messrs. Myers and Proffitt.

On March 4, 2022, A&B sent Sullivan & Cromwell a revised draft of the Merger Agreement. Between the week of March 14, 2022 and the signing of the Merger Agreement on March 28, 2022, representatives of A&B and Sullivan & Cromwell continued to negotiate and exchange drafts of the Merger Agreement, including negotiating provisions relating to (i) the termination fee payable by LHC to UnitedHealth Group under certain circumstances, (ii) pre-Closing restrictions on LHC’s operation of its business, (iii) closing conditions, (iv) the treatment of LHC employee equity awards in the Merger and (v) regulatory risk allocation. On March 15, 2022, Sullivan & Cromwell sent A&B a revised draft of the Merger Agreement providing for, among other things, a termination fee equal to approximately 4.63% of the equity value of the transaction.

On March 11, 2022, representatives of A&B and representatives of Baker Botts L.L.P. (“Baker Botts”), outside antitrust counsel to UnitedHealth Group, held a telephonic meeting to discuss antitrust matters pertaining to an acquisition of LHC by UnitedHealth Group. Representatives of A&B and representatives of Baker Botts held further such discussions on March 18, 2022 and March 23, 2022.

On March 16, 2022, Party A informed LHC’s financial advisors that Party A would not be further pursuing a potential transaction with LHC.

On March 18, 2022, the Board held a meeting that was attended by members of LHC management and representatives of LHC’s legal and financial advisors. Mr. Myers provided the Board with a description of the discussions with UnitedHealth Group and summarized the terms of the February 7 oral offer and the February 16 IOI. Messrs. Myers and Proffitt again recapped various opportunities and risks inherent in LHC’s current long-range plan, together with key assumptions underlying the long-range plan, as discussed with the Board at prior meetings. LHC’s financial advisors then reviewed with the Board, among other things, financial terms of UnitedHealth Group’s February 16 IOI, LHC’s recent stock price performance and certain preliminary financial analyses based on LHC management’s Projections as compared to UnitedHealth Group’s proposed $170 per share purchase price. The Board also discussed with LHC’s management and advisors other strategic alternatives. Representatives of A&B reviewed with the Board, among other things, the Board’s fiduciary duties and responsibilities in connection with evaluating UnitedHealth Group’s February 16 IOI and any potential transaction, the then current negotiations with UnitedHealth Group and the material terms of, and open points in, the proposed Merger Agreement. A representative of A&B also discussed with the Board certain information that SVB Securities and Jefferies each had provided in advance of the meeting regarding its material relationships during the prior two years with LHC and UnitedHealth Group, noting that such information indicated that neither SVB Securities nor Jefferies had any investment banking engagements with

UnitedHealth Group during such two-year period. At the conclusion of this meeting, the Board instructed LHC’s management and its advisors to continue to negotiate the terms of the potential transaction consistent with the terms of the potential transaction presented to the Board at the meeting.

During the period from March 15, 2022 through March 28, 2022, representatives of Sullivan & Cromwell and A&B continued to negotiate the terms of, and exchange drafts of, the Merger Agreement and the disclosure schedules.

Also on March 18, 2022, Mr. Myers contacted John Rex, Executive Vice President and Chief Financial Officer of UnitedHealth Group, to discuss Mr. Myer’s interest in investing potential proceeds from a transaction with UnitedHealth Group in UnitedHealth Group to become a UnitedHealth Group shareholder after Closing as a demonstration of confidence in the benefits of the potential transaction. Between March 18, 2022 and March 26, 2022, the parties further discussed Mr. Myers’s interest in such a transaction, including the potential structure of such a transaction. Ultimately, Mr. Myers and his spouse decided they would invest $10,000,000 in UnitedHealth Group stock following the Closing, but the parties believed it was not necessary to enter into any contractual arrangements for Mr. Myers to do so.

On March 21, 2022, in furtherance of ongoing discussion of the antitrust risk analysis, A&B sent Baker Botts a draft clean team confidentiality agreement (the “CTA”) to facilitate, among other things, the exchange of confidential and potentially competitively sensitive information between outside antitrust counsel. The CTA was executed on March 27, 2022.

On March 25, 2022, representatives of SVB Securities held a telephonic meeting with Mr. Mattera, at LHC’s direction, to request that UnitedHealth Group further increase its per share purchase price given the recent strong performance of LHC Common Stock. Mr. Mattera noted that UnitedHealth Group would further consider such request.

On March 27, 2022, Mr. Mattera held a telephonic meeting with representatives of SVB Securities to inform them that UnitedHealth Group determined not to further increase its per share offer price of $170.00 per share, but reiterated the UnitedHealth Group Board’s commitment to LHC and UnitedHealth Group working towards a potential transaction.

On March 28, 2022, the Board convened for a telephonic meeting. Members of LHC management and representatives of LHC’s legal and financial advisors were present. Representatives of A&B reviewed with the Board, among other things, the Board’s fiduciary duties and responsibilities in connection with evaluating the potential transaction with UnitedHealth Group, the terms of the Merger Agreement and the status of Messrs. Myers and Proffitt’s employment agreements. Representatives of SVB Securities reviewed with the Board SVB Securities’ financial analysis of the proposed transaction. Following its presentation, SVB Securities rendered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion of dated March 28, 2022, that, as of such date and based upon and subject to the assumptions made and limitations upon the review undertaken by SVB Securities in preparing its opinion, the Per Share Merger Consideration proposed to be paid to the holders of shares of LHC Common Stock (other than Excluded Shares and Dissenting Shares) pursuant to the terms of the Merger Agreement was fair, from a financial point of view, to such holders. Also at this meeting, Jefferies reviewed its financial analysis of the Per Share Merger Consideration with the Board and rendered an oral opinion, confirmed by delivery of a written opinion dated March 28, 2022, to the Board to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Jefferies, the Per Share Merger Consideration to be received by holders of LHC Common Stock (other than UnitedHealth Group, Merger Sub and their respective affiliates) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. After further discussion, the Board unanimously approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement and determined that the Merger Agreement and the transactions contemplated by the Merger Agreement were in the best interests of, LHC and its stockholders, and further resolved to submit the Merger Agreement for adoption by LHC’s stockholders at a meeting of LHC’s stockholders and recommended that LHC’s stockholders adopt the Merger Agreement at such meeting.

In the early morning of March 29, 2022, LHC and UnitedHealth Group executed the Merger Agreement and the relevant parties executed the other documentation related to the proposed transaction, in each case, effective as of March 28, 2022. In addition, concurrently with the execution of the Merger Agreement, two members of LHC’s executive leadership team, Messrs. Myers and Proffitt, entered into new employment agreements with UnitedHealth

Group, which will become effective upon the Closing of the Merger, in each case setting forth the terms of such executives’ post-Closing service with LHC and UnitedHealth Group. The material terms and conditions of these employment agreements are described under “Interests of LHC’s Executive Officers and Directors in the Merger”.

On the morning of March 29, 2022, prior to the start of the trading day, LHC and UnitedHealth Group issued a joint press release announcing the proposed transaction and the intention of Mr. Myers and his spouse to invest $10,000,000 in UnitedHealth Group stock following the Closing.

At a meeting of the Board held on March 28, 2022, the Board unanimously (i) approved and declared advisable the Merger Agreement and the other transaction agreements and the consummation of the Merger and the other transactions contemplated thereby, (ii) determined that the terms of the Merger Agreement and the other transaction agreements are advisable and fair to, and in the best interests of, LHC and its stockholders, (iii) resolved that the adoption of the Merger Agreement be submitted to the LHC stockholders at the Special Meeting and (iv) recommended that the LHC stockholders vote to adopt the Merger Agreement.

When you consider the Board’s recommendation, you should be aware that LHC’s directors and executive officers may have interests in the Merger that may be different from, or in addition to, the interests of LHC stockholders generally. These interests are described in the section entitled “The Merger Proposal (Proposal 1)—Interests of LHC’s Executive Officers and Directors in the Merger.”

In evaluating the Merger, the Board consulted with LHC’s senior management and legal and financial advisors and reviewed a significant amount of information. In its decision to recommend that you vote “FOR” the proposal to adopt the Merger Agreement, the Board considered various factors that it believed supported its decision, including, among others, the following (not necessarily in order of relative importance):

In the course of reaching its decision, the Board also considered a number of potentially negative factors with respect to the Merger and the other transactions contemplated by the Merger Agreement, including, among others, the following (not necessarily in order of relative importance):

While the Board considered potentially positive and potentially negative factors, including those described above, the Board ultimately concluded that, overall, the potentially positive factors outweighed the potentially negative factors. Accordingly, the Board unanimously determined that the Merger, Merger Agreement and the other transactions contemplated thereby are advisable, fair to and in the best interests of LHC and its stockholders.

The foregoing discussion is intended to be illustrative and is not intended to be an exhaustive list of the information and factors considered by the Board in its consideration of the Merger, but includes the material factors considered by the Board in that regard. In view of the number and variety of factors and the amount of information considered, the Board did not find it practicable to, nor did it attempt to, quantify, or otherwise assign specific or relative weights to, the specific factors considered in reaching its determinations and recommendations. In addition, each individual member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors. Based on the totality of the information presented, the Board collectively reached the unanimous decision to approve and declare advisable, fair to and in the best interests of LHC and its stockholders, the Merger, the Merger Agreement and the other transactions contemplated thereby in light of the factors described above and other factors that the members of the Board felt were appropriate.

Portions of this explanation of LHC’s reasons for the Merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

The Company retained SVB Securities as one of its financial advisors in connection with the Merger. In connection with this engagement, the Board requested that SVB Securities evaluate the fairness, from a financial point of view, to the holders of LHC Common Stock (other than Excluded Shares and Dissenting Shares) of the consideration proposed to be paid to such holders pursuant to the terms of the Merger Agreement.

On March 28, 2022, SVB Securities rendered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated the same date that, as of such date and based upon and subject to the assumptions made and limitations upon the review undertaken by SVB Securities in preparing its opinion, the consideration proposed to be paid to the holders of LHC Common Stock (other than Excluded Shares and Dissenting Shares) pursuant to the terms of the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of the written opinion of SVB Securities, dated March 28, 2022, which describes the assumptions made and limitations upon the review undertaken by SVB Securities in preparing its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the written opinion of SVB Securities set forth below is qualified in its entirety by the full text of the written opinion attached hereto as Annex B to this proxy statement. SVB Securities’ financial advisory services and opinion were provided for the information and assistance of the Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of the Board’s consideration of the Merger, and the opinion of SVB Securities addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of

LHC Common Stock (other than Excluded Shares and Dissenting Shares) of the consideration proposed to be paid to such holders pursuant to the terms of the Merger Agreement. The opinion of SVB Securities did not address any other term or aspect of the Merger Agreement or the Merger and does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote or otherwise act with respect to the Merger or any other matter.

The full text of the written opinion of SVB Securities should be read carefully in its entirety for a description of the assumptions made and limitations upon the review undertaken by SVB Securities in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, SVB Securities reviewed, among other things:

SVB Securities also conducted discussions with members of the senior management and representatives of the Company regarding their assessment of the Internal Data. In addition, SVB Securities reviewed certain financial and stock market data for the Company and compared that data to similar data for certain other companies, the securities of which are publicly traded, in lines of business that SVB Securities deemed relevant. SVB Securities also compared certain of the proposed financial terms of the Merger to the financial terms, to the extent publicly available, of certain other transactions that SVB Securities deemed relevant and conducted such other financial studies and analyses and took into account such other information as SVB Securities deemed appropriate.

SVB Securities assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by SVB Securities for purposes of its opinion and, with the Company’s consent, SVB Securities relied upon such information as being complete and accurate. In that regard, SVB Securities assumed, at the Company’s direction, that the Internal Data (including, without limitation, the Forecast) was reasonably prepared on bases reflecting the best currently available estimates and judgments of the Company’s management as to the matters covered thereby, and SVB Securities relied, at the Company’s direction, on the Internal Data for purposes of its analysis and opinion. SVB Securities expressed no view or opinion as to the Internal Data or the assumptions on which it was based. In addition, at the Company’s direction, SVB Securities did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of the Company, nor was SVB Securities furnished with any such evaluation or appraisal, and SVB Securities was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of the Company. SVB Securities assumed, at the Company’s direction, that the final executed Merger Agreement would not differ in any respect material to SVB Securities’ analysis or opinion from the last draft of the Merger Agreement reviewed by SVB Securities. SVB Securities assumed, at the Company’s direction, that the representations and warranties made by the Company, UnitedHealth Group and Merger Sub in the Merger Agreement and the related agreements were and would be true and correct in all respects material to SVB Securities’ analysis. SVB Securities also assumed, at the Company’s direction, that the Merger would be consummated on the terms set forth in the Merger Agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to SVB

Securities’ analysis or SVB Securities’ opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Merger, no delay, limitation, restriction, condition or other change would be imposed, the effect of which would be material to SVB Securities’ analysis or SVB Securities’ opinion. SVB Securities did not evaluate and did not express any opinion as to the solvency or fair value of the Company, or the ability of the Company to pay its obligations when they come due, or as to the impact of the Merger on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. SVB Securities is not a legal, regulatory, tax or accounting advisor, and SVB Securities expressed no opinion as to any legal, regulatory, tax or accounting matters.

The opinion of SVB Securities expressed no view as to, and did not address, the Company’s underlying business decision to proceed with or effect the Merger, or the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available to the Company or in which the Company might engage. The opinion of SVB Securities was limited to and addressed only the fairness, from a financial point of view, as of the date of the written opinion, to the holders of LHC Common Stock (other than Excluded Shares and Dissenting Shares) of the consideration proposed to be paid to such holders pursuant to the terms of the Merger Agreement. SVB Securities was not asked to, and SVB Securities did not, express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the Merger, including, without limitation, the structure or form of the Transaction, or any other agreements or arrangements contemplated by the Transaction, including, without limitation, the fairness of the Merger or any other term or aspect of the Merger to, or any consideration to be received in connection therewith by, or the impact of the Merger on, the holders of any other class of securities, creditors or other constituencies of the Company or any other party. In addition, SVB Securities expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons in connection with the Merger, whether relative to the consideration proposed to be paid to the holders of LHC Common Stock (other than the Excluded Shares and Dissenting Shares) pursuant to the terms of the Merger Agreement or otherwise. The opinion of SVB Securities was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to SVB Securities as of, the date of its written opinion, and SVB Securities does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of the written opinion. The opinion of SVB Securities does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote or otherwise act with respect to the Merger or any other matter. SVB Securities’ financial advisory services and its opinion were provided for the information and assistance of the Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Merger. The issuance of SVB Securities’ opinion was approved by the SVB Securities LLC Fairness Opinion Review Committee.

The following is a summary of the material financial analyses reviewed with the Board and performed by SVB Securities in connection with its opinion, which was delivered orally to the Board on March 28, 2022 and subsequently confirmed in its written opinion, dated March 28, 2022. Future results may be different from those described and such differences may be material. For purposes of the analyses described below, SVB Securities was directed to rely upon the Forecast. The summary set forth below does not purport to be a complete description of the financial analyses performed by, and underlying the opinion of, SVB Securities nor does the order of the analyses described below represent the relative importance or weight given to those analyses by SVB Securities or the Board. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. SVB Securities arrived at its opinion based on the results of all analyses undertaken by it and factors assessed as a whole, and it did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion. Accordingly, SVB Securities believes that its analyses must be considered as a whole and that selecting portions of such analyses and factors, without considering all analyses and factors, could create a misleading or incomplete view of the processes underlying such analyses and the opinion.

In its analyses, SVB Securities considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of the Company. An evaluation of these analyses is not entirely mathematical; rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the results of any particular analysis.

The estimates contained in the analyses of SVB Securities and the valuation ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by such analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the results derived from, the analyses of SVB Securities are inherently subject to substantial uncertainty.

SVB Securities was not requested to, and did not, recommend or determine the specific consideration payable in the Merger. The type and amount of consideration payable in the Merger was determined through negotiations between the Company and UnitedHealth Group and the Company’s decision to enter into the Merger Agreement was solely that of the Board. The opinion of SVB Securities was only one of many factors considered by the Board in its evaluation of the Merger and should not be viewed as determinative of the views of the Board or the Company’s management with respect to the Merger, the Per Share Merger Consideration or any other aspect of the transactions contemplated by the Merger Agreement.

SVB Securities reviewed and compared certain financial information for the Company to corresponding financial information for the following publicly traded companies that SVB Securities deemed comparable, based on its experience and professional judgement, to the Company:

Although none of the selected companies is directly comparable to the Company, the companies listed above were chosen by SVB Securities, among other reasons, because they are companies with certain operational, business and/or financial characteristics that, for purposes of SVB Securities’ analysis, may be considered similar to those of the Company. SVB Securities viewed Amedisys, Inc. as the most relevant of these companies for the purpose of its analysis as Amedisys, Inc.’s operational, business and/or financial characteristics are most comparable to those of the Company’s. SVB Securities calculated and compared financial multiples for the selected companies based on information obtained from public filings, FactSet (a data source containing historical and estimated financial data) and other Wall Street research as of March 25, 2022. With respect to each of the selected companies, SVB Securities calculated (i) enterprise value (which we refer to as “EV”) based on fully diluted shares outstanding using the treasury stock method, plus the book value of debt and certain liabilities (excluding any contingent consideration, less cash and cash equivalents), as a multiple of Adjusted EBITDA-NCI (as defined in the section entitled “—Certain Financial Projections”) and (ii) the stock price as of March 25, 2022, as a multiple of adjusted earning per share (which we refer to as “Adjusted EPS”), in each case for calendar years 2022 and 2023 and based on Wall Street consensus estimates for such calendar years.

The results of this analysis are summarized as follows:

Based on the foregoing and other considerations that SVB Securities deemed relevant in its professional judgment and expertise, SVB Securities applied a multiple range of: (i) 17.0x to 21.0x, derived from the Wall Street consensus estimated 2022 EBITDA of the selected publicly traded companies, to the Company’s estimated 2022 Adjusted EBITDA-NCI derived from Wall Street consensus estimates, which resulted in an implied per Share equity value range for the Company common stock of approximately $130.25 to $166.50 per Share (rounded to the nearest $0.25); (ii) 15.5x to 18.0x, derived from the Wall Street consensus estimated 2023 EBITDA of the selected publicly traded companies, to the Company’s estimated 2023 Adjusted EBITDA-NCI derived from Wall Street consensus estimates, which resulted in an implied per Share equity value range for the Company common stock of approximately $137.25 to $163.50 per Share (rounded to the nearest $0.25); (iii) 25.0x to 31.0x, derived from the Wall Street consensus estimated 2022 earnings of the selected publicly traded companies, to the Company’s estimated 2022 Adjusted EPS derived from Wall Street consensus estimates, which resulted in an implied per Share equity value range for the Company common stock of approximately $144.75 to $179.75 per Share (rounded to the nearest $0.25) and (iv) 23.0x to 26.5x, derived from the Wall Street consensus estimated 2023 earnings of the selected publicly traded companies, to the Company’s estimated 2023 Adjusted EPS derived from Wall Street consensus estimates, which resulted in an implied per Share equity value range for the Company common stock of approximately $153.25 to $177.00 per Share (rounded to the nearest $0.25).

SVB Securities then compared the results of the above analysis to the closing price of the Company common stock of $153.21 as of March 25, 2022 and the illustrative assumed per Share consideration of $170.00 per Share to be paid to the holders of LHC Common Stock (other than Excluded Shares and Dissenting Shares) pursuant to the Merger Agreement.

Using public filings and other publicly available information, SVB Securities reviewed and analyzed selected precedent transactions involving companies that SVB Securities viewed as generally relevant for purposes of its analysis. SVB Securities analyzed certain financial information and transaction multiples relating to companies in the selected transactions and compared such information to the corresponding information for the Merger.

Specifically, SVB Securities reviewed and analyzed the following precedent transactions involving acquired companies involved in the home health and hospice industry announced since 2014. Using data regarding the precedent transactions and the target companies available from public filings and other publicly available information, SVB Securities examined the selected transactions with respect to the transaction value, as a multiple of the target company’s EBITDA, as reflected in publicly available management projections contained in SEC filings following the transaction announcement and Wall Street consensus estimates. The results of this analysis are as follows:

Using its professional judgment and experience, SVB Securities then applied a multiple range of 12.5x to 15.5x, derived from the EV/EBITDA multiples for the selected precedent transactions, to the Company’s 2021 EBITDA-NCI. This analysis resulted in an implied equity value per Share range of approximately $83.50 to $109.25 (rounded to the nearest $0.25).

SVB Securities then compared the results of the above analysis to the closing price of the Company common stock of $153.21 as of March 25, 2022 and the illustrative assumed per Share consideration of $170.00 per Share to be paid to the holders of LHC Common Stock (other than Excluded Shares and Dissenting Shares) pursuant to the Merger Agreement.

A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset or set of assets by calculating the “present value” of estimated future cash flows of the asset or set of assets. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

SVB Securities performed two discounted cash flow analyses of the Company based on estimates of after-tax unlevered free cash flows expected to be generated by the Company over the period beginning on January 1, 2022 and ending on December 31, 2026 derived from the Forecast as further described in the section entitled “—Certain Financial Projections”: one assuming the Company makes no incremental acquisitions during the applicable period based on the Company’s Projections of Net Service Revenue – Organic and Adjusted EBITDA – NCI – Organic, and one assuming the Company will continue to execute on incremental acquisitions during the applicable period based on the Company’s Projections of Net Service Revenue – M&A and Adjusted EBITDA – NCI – M&A. SVB Securities treated certain stock-based compensation as a cash expense for the purpose of calculating after-tax unlevered free cash flows. SVB Securities calculated a range of terminal values for the Company by applying an illustrative reference range of perpetuity growth rates of 2.5% to 3.5% to LHC’s terminal year normalized after-tax unlevered free cash flow. Terminal year normalized after-tax unlevered free cash flow was calculated assuming annual depreciation and amortization expenses were equal to capital expenditures. In the analysis assuming the Company will continue to execute on incremental acquisitions, SVB Securities assumed that mature margin profiles were achieved by such acquisitions. These amounts were then discounted to present value as of December 31, 2021 using discount rates of 8.5% to 9.5% derived from a weighted average cost of capital calculation for the Company, which SVB Securities performed utilizing the capital asset pricing model with inputs that SVB Securities determined were relevant based on publicly available data and SVB Securities’ professional judgment, including target capital structure, levered and unlevered betas for certain companies deemed by SVB Securities to be comparable to the Company, and the equity market risk premium and yields for U.S. treasury notes (which inputs SVB Securities

determined based on publicly available data and SVB Securities’ professional judgment). This analysis resulted in a range of implied estimated values of (i) approximately $102.50 to $149.00 per Share (rounded to the nearest $0.25) in the case excluding acquisitions and (ii) approximately $114.75 to $176.75 per Share (rounded to the nearest $0.25) in the case taking into account certain acquisitions.

SVB Securities then compared the results of the above analysis to the closing price of the Company common stock of $153.21 as of March 25, 2022 and the illustrative assumed per Share consideration of $170.00 per Share to be paid to the holders of LHC Common Stock (other than Excluded Shares and Dissenting Shares) pursuant to the Merger Agreement.

SVB Securities observed certain additional factors that were not considered part of their financial analyses but were noted for reference purposes:

SVB Securities is a full-service securities firm engaged in securities trading and brokerage activities as well as investment banking and financial advisory services. In the past two years, SVB Securities has provided certain investment banking services to the Company unrelated to the Merger and has received customary compensation in connection with such services. These services consisted of serving as a financial advisor to the Company in connection with its June 2021 acquisition of Heart of Hospice, LLC and its September 2021 acquisition of selected home health, hospice, and therapy assets from HCA Healthcare. In the past two years, SVB Securities has not provided investment banking services to UnitedHealth Group. In the ordinary course of business, SVB Securities and its affiliates may, in the future, provide commercial and investment banking services to the Company, UnitedHealth Group or their respective affiliates and would expect to receive customary fees for the rendering of such services. In the ordinary course of its trading and brokerage activities, SVB Securities or its affiliates have in the past and may in the future hold positions, for its own account or the accounts of its customers, in equity, debt or other securities of the Company, UnitedHealth Group or their respective affiliates. Consistent with applicable legal and regulatory requirements, SVB Securities has adopted policies and procedures to establish and maintain the independence of its

research department and personnel. As a result, SVB Securities’ research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Company, UnitedHealth Group and the Merger and other participants in the Merger that differ from the views of SVB Securities’ investment banking personnel.

The Board selected SVB Securities as a financial advisor in connection with the Merger based on SVB Securities’ longstanding relationship and familiarity with the Company and its business, as well as its experience and expertise in home health and hospice industry. SVB Securities is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger.

In connection with SVB Securities’ services as a financial advisor to the Company, the Company has agreed to pay SVB Securities an aggregate fee of $20 million, $2 million of which became payable upon the rendering of the opinion and the remainder of which is payable contingent upon consummation of the Merger. In addition, the Company has agreed to reimburse certain of SVB Securities’ expenses arising, and to indemnify SVB Securities against certain liabilities that may arise, out of its engagement.

LHC has retained Jefferies as a financial advisor to LHC in connection with the proposed Merger. In connection with this engagement, LHC requested that Jefferies evaluate the fairness, from a financial point of view, of the Per Share Merger Consideration to be received by holders of LHC Common Stock (other than UnitedHealth Group, Merger Sub and their respective affiliates) pursuant to the Merger Agreement. At a meeting of the Board held on March 28, 2022, Jefferies rendered an oral opinion, confirmed by delivery of a written opinion dated March 28, 2022, to the Board to the effect that, as of such date and based on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Jefferies, the Per Share Merger Consideration to be received by holders of LHC Common Stock (other than UnitedHealth Group, Merger Sub and their respective affiliates) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Jefferies’ opinion, which describes the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Jefferies, is attached as Annex C to this proxy statement and is incorporated herein by reference. Jefferies’ opinion was provided for the use and benefit of the Board (in its capacity as such) in its evaluation of the Per Share Merger Consideration from a financial point of view and did not address any other aspect of the Merger or any other matter. The opinion did not address the relative merits of the Merger or other transactions contemplated thereby as compared to any alternative transaction or opportunity that might be available to LHC, nor did it address the underlying business decision by LHC to engage in the Merger. Jefferies’ opinion does not constitute a recommendation as to how the Board or any securityholder should vote or act with respect to the Merger or any other matter. The following summary is qualified in its entirety by reference to the full text of Jefferies’ opinion.

In arriving at its opinion, Jefferies, among other things:

In its review and analysis and in rendering its opinion, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other

information that was supplied or otherwise made available by LHC or that was publicly available to Jefferies (including, without limitation, the information described above) or otherwise reviewed by Jefferies. Jefferies relied on assurances of the management and other representatives of LHC that they were not aware of any facts or circumstances that would make such information incomplete, inaccurate or misleading. In its review, Jefferies did not obtain an independent evaluation or appraisal of any of the assets or liabilities (contingent, accrued, derivative, off-balance sheet or otherwise), nor did Jefferies conduct a physical inspection of any of the properties or facilities, of LHC or any other entity and Jefferies assumed no responsibility to obtain or conduct any such evaluations, appraisals or physical inspections. Jefferies’ analyses and opinion also did not consider any actual or potential arbitration, litigation, claims or possible unasserted claims, investigations or other proceedings to which LHC or any of its affiliates are or in the future may be a party or subject.

With respect to the financial forecasts and estimates provided to and reviewed by Jefferies, Jefferies noted that projecting future results of any company is inherently subject to uncertainty. However, Jefferies was advised, and Jefferies assumed, that the financial forecasts and estimates relating to LHC that Jefferies was directed to utilize for purposes of its analyses and opinion were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of LHC as to, and were an appropriate basis upon which to evaluate, the future financial performance of LHC and the other matters covered thereby. Jefferies expressed no opinion as to any financial forecasts or estimates or the assumptions on which they were based.

Jefferies relied upon the assessments of the management of LHC as to, among other things, (i) the potential impact on LHC of market, competitive, macroeconomic, geopolitical and other conditions, trends and developments in and prospects for, and governmental, regulatory and legislative matters relating to or affecting, the healthcare services industry and the geographic regions in which LHC operates, including with respect to Medicare and other governmental payor programs and healthcare initiatives impacting the healthcare delivery and reimbursement system, (ii) implications for LHC’s business of the global COVID-19 pandemic, (iii) the technology and intellectual property utilized in, and licensing and certification processes for, LHC’s business, and (iv) LHC’s existing and future agreements and other arrangements involving, and ability to attract, retain and/or replace, key employees, healthcare providers, agencies and joint ventures, payor sources and other commercial relationships. Jefferies assumed that there would not be any developments with respect to any such matters that would be meaningful in any respect to Jefferies’ analyses or opinion.

Jefferies’ opinion was based on economic, monetary, regulatory, market and other conditions existing, and which could be evaluated, as of the date of Jefferies’ opinion. Jefferies expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion of which Jefferies becomes aware after the date of its opinion. As the Board was aware, the credit, financial and stock markets, the industry in which LHC operates and the securities of LHC have experienced and may continue to experience volatility and Jefferies expressed no view or opinion as to any potential effects of such volatility on LHC or the Merger.

Jefferies made no independent investigation of, and Jefferies expressed no view or opinion as to, any legal, regulatory, accounting or tax matters affecting or relating to LHC or the Merger and Jefferies assumed the correctness in all respects meaningful to its analyses and opinion of all legal, regulatory, accounting and tax advice given to LHC and/or the Board, including, without limitation, with respect to changes in, or the impact of, accounting standards or tax and other laws, regulations and governmental and legislative policies affecting LHC or the Merger and legal, regulatory, accounting and tax consequences to LHC or its securityholders of the terms of, and transactions contemplated by, the Merger Agreement and related documents. Jefferies assumed that the Merger would be consummated in accordance with its terms without waiver, modification or amendment of any material term, condition or agreement and in compliance with all applicable laws, documents and other requirements and that, in the course of obtaining the necessary governmental, regulatory or third-party approvals, consents, waivers and releases for the Merger or otherwise, including with respect to any divestitures or other requirements, no delay, limitation, restriction or condition would be imposed or occur that would have an adverse effect on LHC or the Merger or that otherwise would be meaningful in any respect to Jefferies’ analyses or opinion. Jefferies also assumed that the final Merger Agreement, when signed by the parties thereto, would not differ from the draft reviewed by Jefferies in any respect meaningful to Jefferies’ analyses or opinion.

As the Board was aware, in connection with its engagement, Jefferies was not requested to, and Jefferies did not, undertake a formal third-party solicitation process on behalf of LHC regarding a possible acquisition of, or strategic transaction with, LHC; however, at the Board’s direction, Jefferies contacted selected third parties regarding their potential interest in such a transaction. Jefferies’ opinion did not address the relative merits of the Merger or other

transactions contemplated thereby as compared to any alternative transaction or opportunity that might be available to LHC, nor did it address the underlying business decision by LHC to engage in the Merger or the terms of the Merger Agreement or related documents, including the form or structure of the Merger, or any term, aspect or implication of any agreements, arrangements or understandings entered into in connection with, or contemplated by or resulting from, the Merger or otherwise. Jefferies’ opinion was limited to the fairness, from a financial point of view, of the Per Share Merger Consideration to holders of LHC Common Stock (to the extent expressly specified in such opinion) without regard to individual circumstances of specific holders (whether by virtue of control, voting or consent, liquidity, contractual arrangements or otherwise) which may distinguish such holders or the securities of LHC held by such holders, and Jefferies’ opinion did not in any way address proportionate allocation or relative fairness. Jefferies was not asked to, and Jefferies’ opinion did not, address the fairness, financial or otherwise, of any consideration to the holders of any class of securities, creditors or other constituencies of LHC or any other party. Furthermore, Jefferies did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation or other consideration payable to or to be received by any officers, directors or employees, or any class of such persons, in connection with the Merger relative to the Per Share Merger Consideration or otherwise. Jefferies expressed no view or opinion as to the prices at which shares of LHC Common Stock or any other securities of LHC may trade or otherwise be transferable at any time, including following announcement or consummation of the Merger. The issuance of Jefferies’ opinion was authorized by the Fairness Committee of Jefferies LLC.

In connection with rendering its opinion to the Board, Jefferies performed a variety of financial and comparative analyses, including those described below. The following summary is not a complete description of all analyses performed and factors considered by Jefferies in connection with its opinion. The preparation of a financial opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the selected public companies and selected precedent transactions analyses summarized below, no company or transaction used as a comparison was identical or directly comparable to LHC or the Merger. These analyses necessarily involved complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies or transactions concerned.

Jefferies believes that its analyses and the summary below must be considered as a whole and in context and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Jefferies’ analyses and opinion. Jefferies did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion, but rather arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole.

The estimates of the future performance of LHC in or underlying Jefferies’ analyses are not necessarily indicative of future results or values, which may be significantly more or less favorable than those estimates. In performing its analyses, Jefferies considered industry performance, general business and economic conditions and other matters, many of which were beyond the control of LHC. Estimates of the financial value of companies do not purport to be appraisals or necessarily reflect the prices at which companies or securities actually may be sold or acquired. Accordingly, the estimates used in, and the implied reference ranges resulting from, any particular analysis described below are inherently subject to substantial uncertainty and should not be taken as Jefferies’ view of the actual value of LHC or its securities.

The Per Share Merger Consideration was determined through negotiations between LHC and UnitedHealth Group, and the decision of LHC to enter into the Merger Agreement was solely that of the Board. Jefferies’ opinion and financial analyses were only one of many factors considered by the Board in its evaluation of the Per Share Merger Consideration and should not be viewed as determinative of the views of the Board or LHC’s management with respect to the Merger or the Per Share Merger Consideration.

The summary of the financial analyses described in this section entitled “—Financial Analyses” is a summary of the material financial analyses reviewed with the Board and performed by Jefferies in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand Jefferies’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below

without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Jefferies’ financial analyses. For purposes of the financial analyses described below, the term (i) “EBITDA” means earnings before interest, taxes, depreciation and amortization, (ii) “adjusted EBITDA” means EBITDA, adjusted for certain extraordinary expenses and non-controlling interests, as applicable (referenced in LHC’s financial forecasts as “Adjusted EBITDA – NCI – M&A”), and (iii) “adjusted EPS” means earnings per share, adjusted for certain extraordinary expenses. Except as otherwise noted, financial data utilized for LHC in the financial analyses described below was based on financial forecasts and estimates provided to or discussed with Jefferies by the management of LHC assuming, among other things, that LHC continued to execute incremental acquisitions as contemplated (referenced by LHC management as the “M&A scenario”).

Selected Public Companies Analysis. Jefferies reviewed publicly available financial, stock market and operating information relating to LHC and the following two selected companies that Jefferies viewed as generally relevant for purposes of analysis as publicly traded companies with operations in the home health and hospice industry, collectively referred to in this section as the selected companies:

Jefferies reviewed, among other information, enterprise values, calculated as fully-diluted equity values based on closing stock prices on March 25, 2022 plus total debt and less cash and cash equivalents, as a multiple of calendar year 2022 and calendar year 2023 estimated adjusted EBITDA and closing stock prices on March 25, 2022 as a multiple of calendar year 2022 and calendar year 2023 estimated adjusted EPS. Financial data of the selected companies were based on publicly available Wall Street research analysts’ estimates, public filings and other publicly available information. Financial data of LHC was based on LHC management’s M&A scenario forecasts and other estimates, public filings and other publicly available information.

The overall low to high calendar year 2022 and calendar year 2023 estimated adjusted EBITDA multiples observed for the selected companies were 13.9x to 21.0x (with a mean and median of 17.5x) and 12.7x to 17.9x (with a mean and median of 15.3x), respectively, and the overall low to high calendar year 2022 and calendar year 2023 estimated adjusted EPS multiples observed for the selected companies were 21.2x to 31.1x (with a mean and median of 26.2x) and 19.1x to 25.9x (with a mean and median of 22.5x), respectively. Jefferies then applied selected ranges of calendar year 2022 and calendar year 2023 estimated adjusted EBITDA multiples derived from the selected companies of 18.0x to 20.0x and 15.0x to 17.0x, respectively, and calendar year 2022 and calendar year 2023 estimated adjusted EPS multiples derived from the selected companies of 26.0x to 30.0x and 22.5x to 25.5x, respectively, to corresponding data of LHC.

This analysis indicated the following approximate implied equity value per share reference ranges for LHC, as compared to the Per Share Merger Consideration:

Selected Precedent Transactions Analysis. Using publicly available information, Jefferies reviewed financial data relating to the following 12 selected transactions that Jefferies viewed as generally relevant for purposes of analysis as transactions involving target companies with operations in the home health and hospice industry, collectively referred to in this section as the selected transactions:

Jefferies reviewed, among other information, transaction values of the selected transactions, calculated as the enterprise values implied for the target companies involved in the selected transactions based on the consideration paid or payable in the selected transactions, as a multiple of the latest 12 months EBITDA of the target companies as of the announcement date of the applicable selected transaction. Financial data of the selected transactions were based on publicly available Wall Street research analysts’ estimates, public filings and other publicly available information. Financial data of LHC was based on public filings and management estimates.

The overall low to high latest 12 months EBITDA multiples observed for the selected transactions was 10.0x to 15.9x (with mean, median, 25^th percentile and 75^th percentile multiples of 13.2x, 12.6x, 11.8x and 15.4x, respectively). Jefferies then applied a selected range of latest 12 months EBITDA multiples derived from the selected transactions of 15.0x to 16.0x to LHC’s calendar year 2021 adjusted EBITDA.

This analysis indicated the following approximate implied equity value per share reference range for LHC, as compared to the Per Share Merger Consideration:

Discounted Cash Flow Analysis. Jefferies performed a discounted cash flow analysis of LHC by calculating the estimated present value of the standalone unlevered, after-tax free cash flows that LHC was forecasted to generate during the calendar years ending December 31, 2022 through December 31, 2026 based on LHC management’s M&A scenario forecasts and other estimates. For purposes of this analysis, stock-based compensation was treated as a cash expense. Implied terminal values for LHC were calculated by applying to LHC’s normalized unlevered, after-tax free cash flow for the calendar year ending December 31, 2026 a selected range of perpetuity growth rates of 4.5% to 5.5%. The present values (as of March 31, 2022) of the cash flows and terminal values were then calculated using a selected range of discount rates of 10.6% to 11.6%.

This analysis indicated the following approximate implied equity value per share reference range for LHC, as compared to the Per Share Merger Consideration:

Jefferies observed certain additional information that was not considered part of Jefferies’ financial analysis with respect to its opinion but was noted for informational purposes, including the implied premiums paid or proposed to be paid in selected mergers and acquisition transactions in the healthcare providers and services and healthcare equipment and supplies industries; applying a selected range of implied premiums of approximately 16.5% to 33.6% (reflecting the overall 25th and 75th percentile implied premiums derived from such transactions based on the closing stock prices of the target companies involved in such transactions one trading day prior to public announcement of such transactions) to the closing price of LHC Common Stock on March 25, 2022 of $153.21 per share indicated an approximate implied equity value reference range for LHC of $178.49 to $204.69 per share.

LHC has agreed to pay Jefferies for its financial advisory services in connection with the proposed Merger an aggregate fee of $20 million, of which a portion was payable upon delivery of Jefferies’ opinion to the Board and $18 million is payable contingent upon consummation of the Merger. In addition, LHC has agreed to reimburse Jefferies for Jefferies’ expenses, including fees and expenses of counsel, incurred in connection with Jefferies’ engagement and to indemnify Jefferies and related parties against certain liabilities, including liabilities under federal securities laws, arising out of or in connection with the services rendered and to be rendered by Jefferies under its engagement.

As the Board was aware, during the approximately two-year period prior to the date of Jefferies’ opinion, Jefferies provided certain brokerage services to LHC with respect to share repurchases, for which services Jefferies received during such two-year period aggregate brokerage commissions of less than $20,000. As the Board also was aware, although Jefferies and its affiliates had not provided financial advisory or financing services to UnitedHealth Group during the two-year period prior to the date of Jefferies’ opinion for which Jefferies and its affiliates received compensation, Jefferies and its affiliates may in the future provide such services, for which services Jefferies and its affiliates would expect to receive compensation. In the ordinary course of business, Jefferies and its affiliates may trade or hold securities or financial instruments (including loans and other obligations) of LHC, UnitedHealth Group and/or their respective affiliates for Jefferies’ own account and for the accounts of Jefferies’ customers and, accordingly, may at any time hold long or short positions or otherwise effect transactions in those securities or financial instruments.

Jefferies was selected as LHC’s financial advisor in connection with the Merger because, among other things, Jefferies is an internationally recognized investment banking firm with substantial experience in merger and acquisition transactions and based on its familiarity with LHC and its business and industry. Jefferies is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, leveraged buyouts, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities and private placements.

In our press releases announcing quarterly or annual earnings, LHC has from time to time publicly provided certain projections as to our future financial performance. LHC does not otherwise, as a matter of course, publicly disclose projections as to our future financial performance. However, LHC management prepared certain non-public, unaudited financial projections as described below, which we refer to as the “Projections.” The Projections assumed two different potential strategic plans for LHC during the projected period: an organic scenario assuming no incremental acquisitions throughout the projected period and a M&A scenario assuming that LHC will continue to execute incremental acquisitions throughout the projected period. The Projections were reviewed and approved by the Board in connection with the Board’s evaluation of the proposed Merger, and were provided to LHC’s financial advisors, SVB Securities and Jefferies, for their use and reliance in connection with their respective financial analyses and opinions summarized above under “Opinions of LHC’s Financial Advisors.” A portion of the Projections was also provided to UnitedHealth Group as described below.

The Projections were developed by LHC’s management for internal use and were not prepared with a view toward public disclosure and do not necessarily comply with U.S. Generally Accepted Accounting Principles (“GAAP”), published guidelines of the SEC regarding projections, forward-looking statements or the use of non-GAAP measures, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. The Projections were prepared by, and are the responsibility of, LHC’s management. Our independent registered public accounting firm has not audited, reviewed, examined, compiled or applied any agreed-upon procedures with respect to the Projections, and does not express an opinion or any form of assurance related thereto. The Projections and summaries of the Projections are not included in this proxy statement to influence any LHC stockholder’s decision whether to vote in favor of the Merger Proposal or any of the other proposals to be voted on at the Special Meeting, but are included because they were made available to the Board and LHC’s financial advisors, and later, a portion of the Projections was made available to UnitedHealth Group, in connection with the proposed Merger. The Projections are not intended to be considered as public guidance of our financial performance.

The Projections, while presented with numerical specificity, necessarily were based on numerous estimates, variables and assumptions that are inherently subjective and uncertain and many of which are beyond our control. Because the Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The assumptions upon which the Projections were based necessarily involve judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions, all

of which are difficult or impossible to predict and many of which are beyond our control. The Projections also reflect assumptions as to certain business decisions that are subject to change. Furthermore, the Projections do not take into account any circumstances or events occurring after the date they were prepared, including the public announcement of the proposed Merger or LHC’s compliance with its covenants under the Merger Agreement. The Projections do not take into account the possible financial and other effects on LHC of the Merger and do not attempt to predict or suggest future results of the Surviving Corporation. The Projections do not give effect to any of the Merger, the impact of negotiating or executing the Merger Agreement, the expenses that may be incurred in connection with consummating the Merger, any synergies that may be achieved following the Merger, the effect on LHC of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions that may have been taken if the Merger Agreement had not been executed. Further, the Projections do not take into account the effect of any possible failure of the Merger to occur. Important factors that may affect actual results and result in the Projections not being achieved include, but are not limited to, the risk factors described in our annual report on Form 10-K for the fiscal year ended December 31, 2021, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. In addition, the Projections may be affected by our ability to achieve strategic goals, objectives and targets over the applicable period. The Projections are forward-looking statements. For information on factors that may cause our future financial results to materially vary, see the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 19 of this proxy statement.

The Projections were prepared in good faith and on a reasonable basis based on the best information available to LHC’s management when prepared. However, there can be no assurance that the Projections will be realized, and actual results may vary materially from those shown. The inclusion of the Projections in this proxy statement should not be regarded as an indication that we or any of our officers, directors, affiliates, advisors or other representatives considered or consider the Projections to be material or predictive of actual future events, and they should not be relied upon as such. Neither we nor any of our officers, directors, affiliates, advisors or other representatives can give any assurance that actual results will not differ from the Projections and LHC undertakes no obligation to update or otherwise revise or reconcile the Projections to reflect circumstances existing after the respective dates on which they were prepared or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Projections are shown to be inappropriate. We do not intend to make publicly available any update or other revision to the Projections, except as otherwise required by law. Neither we nor any of our officers, directors, affiliates, advisors or other representatives has made or makes any representation to any LHC stockholder or any other person regarding our ultimate performance compared to the information contained in the Projections or that the Projections will be achieved. We have made no representation to UnitedHealth Group in the Merger Agreement or otherwise directly concerning the Projections.

Certain of the measures included in the Projections may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by LHC may not be comparable to similarly titled amounts used by other companies. Financial measures provided to a board of directors or a financial advisor in connection with a business combination transaction are excluded from the definition of non-GAAP financial measures and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not relied upon by the Board or LHC’s financial advisors in connection with the proposed Merger. Accordingly, we have not provided a reconciliation of the financial measures.

The following table sets forth a summary of the Projections and certain historical financial information for comparison purposes. Dollar totals are in millions and fiscal years end on December 31. The Projections for fiscal years 2022 through 2026 were prepared by management as part of the Board-approved LRP.

In considering the recommendation of the Board that you vote to approve the Merger Proposal, you should be aware that, aside from their interests as LHC stockholders, LHC’s directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of LHC stockholders generally, which may create potential conflicts of interest. These interests are described in more detail below, and with respect to the named executive officers of LHC, are quantified in the “Golden Parachute Compensation” table below. The Board was aware of these interests and considered them when it adopted the Merger Agreement and approved the Merger.

Pursuant to the terms of the Merger Agreement, LHC’s directors and executive officers will be entitled to certain ongoing indemnification, expense advancement and insurance arrangements. See the section entitled “The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance” beginning on page 76 for a description of such ongoing arrangements.

At the Effective Time, unvested LHC RSAs held by LHC’s directors and executive officers and outstanding immediately prior to the Effective Time

The foregoing LHC RSA treatment is subject to the terms of any employment or individual award agreement providing for accelerated vesting upon or in connection with a change in control of LHC. In particular, the terms of LHC RSAs held by our executive officers provide that the awards will become fully vested if, during the 24-month period following the Effective Time, the employee’s employment is terminated by LHC without “cause” or the employee’s employment is terminated as a result of resignation by the employee for “good reason”). The terms of LHC RSAs held by directors of LHC provide that the awards will become fully vested upon termination of service as a director of LHC due to a failure to be re-elected or re-nominated as a director.

The table below sets forth, for each LHC non-employee director and executive officer, the number of LHC RSAs held as of May 16, 2022, the latest practicable date prior to the filing of this proxy statement. The table below also sets forth the estimated value of such LHC RSAs at the Effective Time, with such amounts calculated by multiplying the number of LHC RSAs by $170.00. The table below does not include LHC Options because no such awards are held by LHC directors or executive officers. The amounts in the table do not attempt to forecast any additional equity award grants, issuances or forfeitures that may occur prior to the completion of the Merger and do not reflect any LHC RSAs that are expected to vest in accordance with their terms prior to June 30, 2022, the assumed closing date of the Merger solely for purposes of this transaction-related compensation disclosure.

LHC previously entered into employment agreements with each of its executive officers (the “LHC Employment Agreements”). The employment agreements provide that if the executive is terminated without cause or resigns for good reason, the executive will be entitled to accrued salary, vested benefits, and a pro rata bonus that would have been earned for the year of termination, as well as the continuation of health and welfare benefits for the COBRA-eligible period. In addition, if the termination occurs within two years following a change of control of LHC, the executive will be entitled to: (i) a severance payment equal to the product of 2.5 times the sum of (1) the base salary in effect as of the date of termination, plus (2) the greater of the average of the annual bonuses earned for the two fiscal years in which annual bonuses were paid immediately preceding the termination, or the target bonus for the year in which the date of termination occurs; and (ii) the immediate and full vesting of all outstanding equity awards.

UnitedHealth Group has entered into new employment agreements with each of Messrs. Myers and Proffitt (the “New Employment Agreements”), which will become effective as of Closing. Pursuant to the terms of the New Employment Agreements, UnitedHealth Group has agreed that Mr. Myers will become Chairman and Chief Executive Officer Emeritus of LHC and Senior Advisor to Optum, and Mr. Proffitt will become Chief Executive Officer of LHC. As of the date of this proxy statement, UnitedHealth Group has not entered into employment agreements with Messrs. Mackel, Greenstein or Gachassin; while no such employment agreement or arrangement exists to our knowledge as of the date of this proxy statement, it is possible that such individuals may, prior to the completion of the Merger, enter into new arrangements with UnitedHealth Group or its subsidiaries regarding employment following the consummation of the Merger.

The New Employment Agreements provides that each executive will receive a base salary ($550,000 in the case of Mr. Myers and $690,000 in the case of Mr. Proffitt), and will be eligible to participate in an incentive compensation plan with a target bonus opportunity equal to 100% of such executive’s applicable base salary. Each executive will be eligible to receive annual equity awards from UnitedHealth Group, and will be eligible to participate in employee welfare, retirement, and other applicable plans on the same basis as other similarly-situated executives. In addition, Mr. Myers will receive a one-time sign-on payment in the amount of $5,500,000 on the first regular payroll date after the Closing; Mr. Proffitt will receive an initial sign on grant of non-qualified stock options and restricted stock units with an aggregate grant date fair value of $3,000,000 (in each case subject to vesting over a four-year period).

In addition, the New Employment Agreements provide for severance benefits upon a termination by UnitedHealth Group or LHC without “cause” or by the executive for “good reason” (each as defined in the New Employment Agreements). In the event Mr. Proffitt’s employment is terminated without “cause” or for “good reason” before the date that is two years after Closing, the executive would be entitled to receive severance benefits substantially equivalent to those provided under his LHC Employment Agreement (described above); provided, however, that the accelerated equity vesting will be limited to the LHC RSAs held by Mr. Proffitt immediately prior to the Effective Time. In the event Mr. Myers’ employment is terminated without “cause” or for “good reason,” or in the event Mr. Proffitt’s employment is terminated without “cause” or for “good reason” more than two years after Closing, the executive would be entitled to

severance benefits consisting of: (i) an amount equal to 1.0 times base salary in effect as of the date of termination; (ii) an amount equal to 100% of the average bonus or incentive compensation earned for the two most recent calendar years; (iii) $12,000 for COBRA continuation benefit costs; and (iv) outplacement services, in each case payable over the 12-month period following the executives termination of employment. Payment of the severance benefits is conditioned on the executive signing (and not revoking) a separation agreement and release of claims in a form substantially the same as used by UnitedHealth Group with similarly-situated executives.

In accordance with Item 402(t) of Regulation S-K, the tables below present the estimated amounts of compensation that each named executive officer could receive that are based on or otherwise relate to the Merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section, we use such term to describe the Merger-related compensation which will or may become payable to LHC’s named executive officers. This Merger-related compensation is subject to a non-binding advisory vote of common stockholders, as set forth in Proposal 2 in this proxy statement. See the section entitled “Proposal 2: Non-Binding Compensation Advisory Proposal,” beginning on page 84.

The amounts set forth below have been calculated assuming (i) the Merger is consummated on June 30, 2022 (the last practicable date determined in accordance with Item 402(t) of Regulation S-K), (ii) the LHC equity awards outstanding as of May 16, 2022 (without any vesting between May 16, 2022 and June 30, 2022) and (iii) each named executive officer experiences a qualifying termination of employment as of the same date, immediately following completion of the Merger and properly executed any required releases and complied with all requirements (including any applicable restrictive covenants) necessary in order to receive the payments and benefits. The amounts indicated below are estimates of amounts that would be payable to the named executive officers, and the estimates are based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement. Some of the assumptions are based on information not currently available and, as a result the actual amounts, if any, to be received by a named executive officer may differ in material respects from the amounts set forth below. The amounts set forth below do not include initial sign-on benefits and equity awards that UnitedHealth Group has committed to grant to certain named executive officers following the closing of the Merger, which are being paid pursuant to bona fide post-closing employment arrangements. All dollar amounts set forth below have been rounded to the nearest whole number and are reflected on a pre-tax basis.

The consummation of the Merger is not subject to any financing conditions. UnitedHealth Group has represented to LHC in the Merger Agreement that, as of the closing of the Merger, it will have available to it, or will cause Merger Sub to have available to it, funds sufficient to consummate the transactions contemplated by the Merger Agreement.

Under the HSR Act, the parties cannot complete the Merger until they have given notification of and furnished information to the U.S. Department of Justice (the “DOJ”) and the U.S. Federal Trade Commission (the “FTC”) regarding the Merger, and until the applicable waiting period (and any extension thereof) has expired or has been terminated. On April 7, 2022, the parties filed a Notification and Report Form under the HSR Act. On May 5, 2022, UnitedHealth Group, in consultation with LHC, voluntarily withdrew its Notification and Report Form, effective as of May 9, 2022, in order to provide the DOJ and FTC with additional time to review the Merger. On May 11, 2022, UnitedHealth Group re-filed its Notification and Report Form. Accordingly, the waiting period under the HSR Act will expire on June 10, 2022, unless earlier terminated or extended by a request for additional information and documentary material from the DOJ or FTC. At any time before or after consummation of the Merger, the DOJ or FTC, or any state, could take such action under antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of LHC or UnitedHealth Group or their respective subsidiaries. Private parties may also seek to take legal action under antitrust laws against to prevent the Merger under certain circumstances.

Pursuant to health care laws and regulations, or pursuant to certain licenses, license applications or contracts of certain of LHC’s subsidiaries, applicable governmental and regulatory authorities may require certain notifications of, or other filings in connection with, the Merger from UnitedHealth Group’s or LHC’s regulated businesses or entities. To provide any such notices, UnitedHealth Group or the applicable UnitedHealth Group subsidiary, and in some instances LHC or the applicable LHC regulated entity, as the case may be, will file statements or other notices, as required by applicable health care laws or regulations or the LHC regulated entities’ licenses, license applications or contracts.

Each of UnitedHealth Group and LHC must use its reasonable best efforts to take all actions necessary or advisable on its part under the Merger Agreement and applicable law to consummate the transactions contemplated by the Merger Agreement as promptly as reasonably practicable after the date of the Merger Agreement (and, in any event, no later than the Outside Date (as defined below)), including making all required filings with governmental entities and seeking all required consents from third parties. In addition to such general efforts, each of UnitedHealth Group and LHC must cooperate with each other and use its reasonable best efforts to take all actions necessary or advisable on its part under the Merger Agreement and applicable law to consummate the transactions contemplated by the Merger Agreement as promptly as practicable after the date of the Merger Agreement, including preparing and submitting documentation to (i) effect the expirations of all waiting periods under applicable antitrust law as promptly as practicable after the date of the Merger Agreement and (ii) make with and obtain from any governmental entity, as applicable, all filings and consents necessary or advisable in order to consummate the transactions contemplated by the Merger Agreement prior to the Outside Date, including the other approvals of LHC and UnitedHealth Group.

While we have no reason to believe it will not be possible to obtain regulatory approvals in a timely manner, there is no certainty that these approvals will be obtained within the period of time contemplated by the Merger Agreement, if at all.

The approval of any regulatory application or completion of regulatory review merely implies the satisfaction of certain regulatory criteria, which do not include review of the Merger from the standpoint of the adequacy of the consideration to be received by LHC stockholders. Further, regulatory approvals or reviews do not constitute an endorsement or recommendation of the Merger.

As of May 13, 2022, six lawsuits have been filed by purported LHC shareholders in connection with the Merger. On May 3, 2022, a purported LHC shareholder filed a lawsuit against LHC and the current members of the LHC board of directors alleging that the Proxy Statement filed by LHC in connection with the Merger contained alleged material misstatements and/or omissions in violation of federal law. The lawsuit is captioned Stein v. LHC Group, Inc., et al., Case 1:22-cv-03551 and is pending in the United States District Court for the Southern District of New York. On May 5, 2022, two additional lawsuits were filed against the same defendants asserting similar claims. The lawsuits are captioned Goodman v. LHC Group, Inc., et al., Case 1:22-cv-03664 and Justice v. LHC Group, Inc., et al., Case 1:22-cv-02584 and are pending in the United States District Courts for the Southern and Eastern Districts of New York, respectively. On May 7, 2022, another lawsuit was filed against the same defendants asserting similar claims. The lawsuit is captioned Schuppert v. LHC Group, Inc., et al., Case 1:22-cv-02634 and is pending in the United States District Court for the Eastern District of New York. On May 9, 2022, another lawsuit was filed against the same defendants asserting similar claims. The lawsuit is captioned Gamble v. LHC Group, Inc., et al., Case 1:22-cv-03742 and is pending in the United States District Court for the Southern District of New York. On May 12, 2022, another lawsuit was filed against the same defendants asserting similar claims. The lawsuit is captioned Whitfield v. LHC Group, Inc., et al., Case 1:22-cv-01862 and is pending in the United States District Court for the Eastern District of Pennsylvania.

The complaints generally allege that the Proxy Statement filed by LHC in connection with the Merger fails to disclose allegedly material information in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. The alleged omissions relate to (i) certain financial projections of LHC, (ii) certain financial analyses of LHC’s financial advisors, (iii) certain statements concerning the sales process, and (iv) potential conflicts of interest. Plaintiffs seek, among other things, to enjoin LHC from consummating the Merger, or in the alternative, rescission of the Merger and/or compensatory damages, as well as attorney's fees. LHC believes that the allegations in the complaints are without merit.

The exchange of LHC Common Stock for cash in the Merger generally will be a taxable transaction to holders of LHC Common Stock for U.S. federal income tax purposes and may also be taxable under state and local and other tax laws. In general, a U.S. holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 56) whose shares of LHC Common Stock are converted into the right to receive cash in the Merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. holder’s adjusted tax basis in such shares at the time of the exchange. Gain or loss will be determined separately for each block of shares of LHC Common Stock (i.e., shares of LHC Common Stock acquired at the same cost in a single transaction). The determination of the actual tax consequences of the Merger to a holder of LHC Common Stock will depend on the holder’s specific situation.

The tax consequences of the Merger to you will depend on your particular circumstances. You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 56 and consult your tax advisors regarding the U.S. federal income tax consequences of the Merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Prior to the closing of the Merger, LHC will cooperate with UnitedHealth Group and use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary or advisable on its part under applicable law, including, the rules and policies of NASDAQ, to enable the delisting by the Surviving Corporation of the shares of LHC Common Stock from NASDAQ and the deregistration of the shares under the Exchange Act, in each case, as promptly as practicable after the Effective Time, but in any event, in the case of the shares, no more than ten days thereafter.

If the Merger is completed, LHC stockholders will be entitled to appraisal rights under Section 262 of the DGCL, provided that they strictly comply with the requirements of Section 262 of the DGCL.

Under the DGCL, if you do not wish to accept the Per Share Merger Consideration of $170.00 provided for in the Merger Agreement and if the Merger is completed, you have the right to seek appraisal of your shares of LHC Common Stock and to receive payment in cash for the “fair value” of your shares of LHC Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be fair value, provided that you strictly comply with the requirements of Section 262 of the DGCL. The “fair value” of your shares of LHC Common Stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the $170.00 per share that you are otherwise entitled to receive under the terms of the Merger Agreement. These rights are known as appraisal rights. LHC stockholders who do not vote in favor of the Merger Proposal and who properly demand appraisal for their shares in compliance with the provisions of Section 262 of the DGCL and who do not thereafter fail to perfect, validly withdraw or otherwise lose such appraisal rights will be entitled to appraisal rights. Strict compliance with the statutory procedures in Section 262 of the DGCL is required. Failure to timely and properly comply with the statutory requirements will result in the loss of your appraisal rights.

This section is intended only as a brief summary of certain provisions of the Delaware statutory procedures that a stockholder must follow in order to demand and perfect appraisal rights. This summary, however, is not a complete statement of all applicable requirements and the law pertaining to appraisal rights under the DGCL, and is qualified in its entirety by reference to Section 262 of the DGCL, the full text of which appears in Annex D to this proxy statement and is incorporated into this proxy statement by reference. The following summary does not constitute any legal or other advice, nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262 of the DGCL. All references in Section 262 of the DGCL and in this summary to a “stockholder” or a “holder” are to the record holder of the shares of LHC Common Stock as to which appraisal rights are asserted.

Under Section 262 of the DGCL, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation must, not less than 20 days before the meeting, notify each of its stockholders who were stockholders of record on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights will be available. A copy of Section 262 of the DGCL must be included with such notice. This proxy statement constitutes LHC’s notice to our stockholders that appraisal rights are available in connection with the Merger and the full text of Section 262 of the DGCL is attached to this proxy statement as Annex D, in compliance with the requirements of Section 262 of the DGCL. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262 of the DGCL contained in Annex D. Failure to comply timely and properly with the requirements of Section 262 of the DGCL will result in the loss of your appraisal rights under the DGCL. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of LHC Common Stock, LHC believes that if a stockholder is considering exercising such rights, such stockholder should seek the advice of legal and financial advisors.

Any stockholder wishing to demand appraisal of his, her or its shares of LHC Common Stock must deliver to LHC at the address in the next paragraph below a written demand for appraisal of his, her or its shares of LHC Common Stock before the vote is taken to approve the Merger Proposal, which written demand must reasonably inform us of the identity of the stockholder and that the stockholder intends to demand appraisal of his, her or its shares of LHC Common Stock. A stockholder’s failure to deliver to LHC the written demand for appraisal prior to the taking of the vote on the Merger Proposal at the Special Meeting of stockholders will result in the loss of appraisal rights. A stockholder seeking to perfect appraisal rights must not vote or submit a proxy in favor of the Merger Proposal. A stockholder who submits a proxy and who wishes to exercise appraisal rights must either submit a proxy containing instructions to vote “AGAINST” the Merger Proposal or abstain from voting on the Merger Proposal. Voting against or abstaining from voting or failing to vote on the Merger Proposal by itself does not constitute a demand for appraisal within the meaning of Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote on the Merger Proposal. A stockholder seeking to exercise appraisal rights must hold of record the shares of LHC Common Stock on the date the written demand for appraisal is made and must continue to hold of record the shares of LHC Common Stock through the Effective Time. A stockholder will lose his, her or its appraisal rights if the stockholder transfers the shares for which it is seeking appraisal rights before the Effective Time.

All demands for appraisal should be addressed to LHC Group, Inc., Attention: General Counsel, 901 Hugh Wallis Road South, Lafayette, Louisiana 70508. All demands for appraisal must be delivered to LHC before the vote is taken to approve the Merger Proposal at the Special Meeting, and must be executed by, or on behalf of, the record holder of the shares of LHC Common Stock.

Only a holder of record of shares of LHC Common Stock is entitled to demand an appraisal of the shares registered in that holder’s name. Accordingly, a demand for appraisal must be executed by or on behalf of the record stockholder. The demand should set forth, fully and correctly, the record stockholder’s name as it appears in the transfer agent’s records and in the case of uncertificated shares, should specify the stockholder’s mailing address and the number of shares registered in the stockholder’s name. The demand must state that the stockholder intends to demand appraisal of the stockholder’s shares in connection with the Merger. The demand cannot be made by the beneficial owner if he, she or it is not also the stockholder of record of such shares of LHC Common Stock. A beneficial owner of shares of LHC Common Stock held in “street name” who wishes to exercise appraisal rights should take such actions as may be necessary to ensure that a timely and proper demand for appraisal is made by the record holder of the shares. The beneficial holder must have the applicable stockholder of record, such as a bank, brokerage firm or other nominee, submit the required demand in respect of those shares of LHC Common Stock. If the shares are held through a brokerage firm, bank or other nominee that in turn holds the shares through a central securities depository nominee, a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as the record stockholder. If you hold your shares of LHC Common Stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or the other nominee to determine the appropriate procedures for the making of a demand for appraisal by the nominee and obtaining notice of the Effective Time.

If shares of LHC Common Stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for appraisal must be made in that capacity. If the shares of LHC Common Stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand must be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owner or owners. A stockholder of record, such as a bank, brokerage firm or other nominee, who holds shares of LHC Common Stock as a nominee for others, may exercise his, her or its right of appraisal with respect to the shares of LHC Common Stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of LHC Common Stock as to which appraisal is sought. Where no number of shares of LHC Common Stock is expressly mentioned, the demand will be presumed to cover all shares of LHC Common Stock held in the name of the stockholder of record. If a stockholder holds shares of LHC Common Stock through a broker who in turn holds the shares through a central securities depository nominee such as Cede & Co., a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as stockholder of record. Stockholders who hold their shares in brokerage accounts or other nominee forms and who wish to exercise appraisal rights are urged to consult with their brokers or other nominees to determine the appropriate procedures for the making of a demand for appraisal by such a nominee.

Within 10 days after the Effective Time, the Surviving Corporation must give notice of the date that the Merger became effective to each of LHC’s record stockholders who has submitted a demand in compliance with Section 262 of the DGCL and who did not vote in favor of the Merger Proposal. At any time within 60 days after the Effective Time, any stockholder who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the stockholder’s demand for appraisal and accept the consideration specified by the Merger Agreement for that stockholder’s shares of LHC Common Stock by delivering to the Surviving Corporation a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the Effective Time will require written approval of LHC, as the Surviving Corporation. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however that the foregoing will not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the consideration specified by the Merger Agreement within 60 days after the Effective Time. If a petition for appraisal is filed and the Surviving Corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder’s right to appraisal in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of

an appraisal proceeding, the stockholder will be entitled to receive only payment of the “fair value” of such stockholder’s shares of LHC Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be fair value. The fair value of the shares of LHC Common Stock determined in any such appraisal proceeding could be less than, equal to or more than the consideration offered pursuant to the Merger Agreement.

Within 120 days after the Effective Time, but not thereafter, either the Surviving Corporation or any stockholder who has complied with the requirements of Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of LHC Common Stock held by all such stockholders. Upon the filing of the petition by a stockholder, service of a copy of such petition will be made upon the Surviving Corporation. None of UnitedHealth Group, Merger Sub or LHC, as the Surviving Corporation, has any obligation to file such a petition or has any present intention to file such a petition, and holders should not assume that any of the foregoing will file a petition. If a petition for appraisal is not timely filed, then the right to appraisal will cease. Accordingly, it is the obligation of the holders of LHC Common Stock to initiate all necessary petitions to perfect their appraisal rights in respect of shares of LHC Common Stock within the time prescribed in Section 262 of the DGCL and the failure of a stockholder to file such a petition within the period specified in Section 262 of the DGCL will result in the loss of appraisal rights.

Any stockholder who has properly complied with the requirements of Section 262 of the DGCL and who did not vote in favor of the Merger Proposal is, within 120 days after the Effective Time, entitled upon written request to receive from the Surviving Corporation a statement setting forth the aggregate number of shares of LHC Common Stock not voted in favor of the Merger Proposal and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The statement must be given within 10 days after such written request has been received by the Surviving Corporation or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A person who is the beneficial owner of shares of LHC Common Stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition for appraisal or request from the Surviving Corporation such statement.

If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to the Surviving Corporation, then the Surviving Corporation will be obligated, within 20 days after receiving service of a copy of the petition, to file with the Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares of LHC Common Stock and with whom agreements as to the value of their shares of LHC Common Stock have not been reached by LHC, as the Surviving Corporation. After notice to stockholders who have demanded appraisal from the Register in Chancery, if such notice is ordered by the Delaware Court of Chancery, the Delaware Court of Chancery will conduct a hearing upon the petition and determine those stockholders who have complied with Section 262 of the DGCL and who have become entitled to the appraisal rights provided by Section 262 of the DGCL. Notwithstanding the foregoing, upon application by the Surviving Corporation or any stockholder entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial on the appraisal prior to final determination of the stockholders entitled to an appraisal. The Delaware Court of Chancery may require stockholders who have demanded payment for their shares of LHC Common Stock and who hold shares of LHC Common Stock in certificated form to submit their stock certificates to the Register in Chancery for notation of the pendency of the appraisal proceedings; and if any stockholder fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to that stockholder. In addition, the Delaware Court of Chancery will dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares of LHC Common Stock entitled to appraisal exceeds 1% of the outstanding shares of LHC Common Stock, or (2) the value of the consideration provided in the Merger for such total number of shares of LHC Common Stock exceeds $1,000,000.

The Delaware Court of Chancery will then conduct an appraisal proceeding to determine the fair value of the shares of LHC Common Stock as of the Effective Time exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. When the fair value has been determined, the Delaware Court of Chancery will direct the payment of such value, together with interest, if any, on the amount so determined to be the fair value by the Surviving Corporation to the stockholders entitled thereto. Payment will be so made to holders of LHC Common Stock represented by certificates upon surrender to the Surviving Corporation of the certificates representing such stock and, in the case of holders of uncertificated stock, forthwith. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the

judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest will accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time.

You should be aware that an investment banking opinion as to the fairness, from a financial point of view, of the consideration to be received in a sale transaction, such as the Merger, is not an opinion as to fair value under Section 262 of the DGCL. Although we believe that the Per Share Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Per Share Merger Consideration. Moreover, none of UnitedHealth Group, Merger Sub or LHC, as the Surviving Corporation, anticipates offering more than the Per Share Merger Consideration to any stockholder exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of a share of LHC Common Stock is less than or equal to the Merger consideration. In determining “fair value,” the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.”

Costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable in the circumstances. Upon the application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts used in the appraisal proceeding, to be charged pro rata against the value of all shares of LHC Common Stock entitled to appraisal. Any stockholder who demanded appraisal rights will not, after the Effective Time, be entitled to vote shares of LHC Common Stock subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares of LHC Common Stock, other than with respect to payment as of a record date prior to the Effective Time. If no petition for appraisal is filed within 120 days after the Effective Time, or if the stockholder otherwise fails to perfect, validly withdraws or otherwise loses such holder’s right to appraisal, then the right of that stockholder to appraisal will cease and that stockholder’s shares of LHC Common Stock will be deemed to have been converted at the Effective Time into the right to receive the $170.00 per share cash payment (without interest and subject to any applicable withholding taxes) for his, her or its shares of LHC Common Stock pursuant to the Merger Agreement.

Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL will result in the loss of a stockholder’s appraisal rights.

In view of the complexity of Section 262 of the DGCL, LHC stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors. To the extent there are any inconsistencies between the foregoing summary and Section 262 of the DGCL, Section 262 of the DGCL will govern.

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of LHC Common Stock at the close of business on the record date. As a result, (i) an abstention, (ii) a failure to vote by a stockholder of record or (iii) a broker non-vote will each have the same effect as a vote “AGAINST” the Merger Proposal. If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy, the proxy will have the same effect as a vote “FOR” the Merger Proposal. For further information please see the sections entitled “The Special Meeting - Quorum”, “The Special Meeting – Required Vote”, “The Special Meeting – Abstentions and Broker Non-Votes”, and “The Special Meeting – Failure to Vote.”

The following discussion sets forth the material provisions of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated by reference herein. The rights and obligations of the parties are governed by the express terms and conditions of the Merger Agreement and not by this discussion, which is summary by nature. This discussion is not complete and is qualified in its entirety by reference to the complete text of the Merger Agreement. You are encouraged to read the Merger Agreement carefully and in its entirety, as well as this proxy statement and any documents incorporated by reference herein, before making any decisions regarding the Merger. This section is not intended to provide you with any factual information about us. Such information can be found elsewhere in this proxy statement and in the public filings we make with the SEC, as described in the section entitled “Where You Can Find More Information,” beginning on page 94.

Upon the terms and subject to the conditions of the Merger Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into LHC, the separate corporate existence of Merger Sub will cease, and LHC will continue as the surviving corporation and a wholly-owned subsidiary of UnitedHealth Group. The Merger will have the effects set forth in the Merger Agreement and the relevant provisions of the DGCL.

The closing of the Merger (the “Closing”) will take place by remote communication and by the exchange of signatures by electronic transmission or, if or to the extent such exchange is not practicable, at a Closing to be held at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, at 9:00 a.m. (New York time) on the third business day following the satisfaction or waiver of the conditions to Closing described below under “Closing Conditions” (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing) or at such other date, time and place as LHC and UnitedHealth Group may agree in writing.

As promptly as practicable following the Closing, but on the Closing Date, the parties will cause a certificate of merger relating to the Merger to be duly executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger will become effective at the time the certificate of merger with respect to the Merger is executed and filed with the Secretary of State of the State of Delaware or at such later time as UnitedHealth Group and LHC agree upon in writing and specify in the certificate of merger so executed and filed.

At the Effective Time, each share of LHC Common Stock issued and outstanding immediately prior to the Effective Time (other than any LHC RSAs that are unvested, Excluded Shares and Dissenting Shares) will be automatically converted into the right to receive the Per Share Merger Consideration. From and after the Effective Time, each such share that became entitled to receive the Per Share Merger Consideration pursuant to the Merger (each, an “Eligible Share”) will cease to be outstanding, will be cancelled and will cease to exist and will thereafter only represent the right to receive the Per Share Merger Consideration. At the Effective Time, with respect to each Excluded Share, no consideration or payment will be delivered in exchange therefor or in respect thereof, subject to any rights that stockholders holding Dissenting Shares may have with respect to such Dissenting Shares. Appraisal rights are discussed in detail above under “The Merger Proposal (Proposal 1)—Appraisal Rights”.

On the Closing Date, UnitedHealth Group will deposit with a paying agent an amount in cash sufficient in the aggregate to provide all funds necessary for the paying agent to make payments in respect of the Eligible Shares (such cash, the “Exchange Fund”). Pursuant to a paying agent agreement to be entered into prior to the Closing, the paying agent will act as the paying agent for the payment and delivery of the Per Share Merger Consideration and invest the Exchange Fund, if and as directed by UnitedHealth Group.

As promptly as practicable after the Effective Time (but in any event within five business days thereafter), the paying agent will mail or otherwise provide each holder of record of Eligible Shares that are (i) represented by a certificate or (ii) book-entry shares not held, directly or indirectly, through DTC, notice advising such holders of the effectiveness of the Merger, which notice will include (A) appropriate transmittal materials (including a customary

letter of transmittal) specifying that delivery will be effected, and risk of loss and title to the certificates or such book-entry shares will pass only upon delivery of the certificates (or affidavits of loss in lieu of the certificates) or the surrender of such book-entry shares to the paying agent (which will be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such book-entry shares or such other reasonable evidence, if any, of such surrender as the paying agent may reasonably request pursuant to the terms and conditions of the paying agent agreement), as applicable, and (B) instructions for effecting the surrender of the certificates (or affidavits of loss in lieu of the certificates) or such book-entry shares to the paying agent in exchange for the Per Share Merger Consideration that such holder is entitled to receive as a result of the Merger.

With respect to book-entry shares held, directly or indirectly, through DTC, the parties will cooperate to establish procedures with the paying agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the paying agent will transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the parties, the paying agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Merger Consideration which the beneficial owners thereof are entitled to receive as a result of the Merger.

Upon surrender to the paying agent of Eligible Shares that (i) are represented by a certificate, by physical surrender of such certificate (or affidavits of loss in lieu of the certificate) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the paying agent in accordance with the terms of the materials and instructions provided by the paying agent, (ii) are book-entry shares not held through DTC, by book-receipt of an “agent’s message” by the paying agent in connection with the surrender of book-entry shares (or such other reasonable evidence, if any, of surrender with respect to such book-entry shares, as the paying agent may reasonably request pursuant to the terms and conditions of the paying agent agreement), in each case of the foregoing clauses (i) and (ii), pursuant to such materials and instructions as contemplated by the second paragraph of this section entitled “Exchange Procedures”, and (iii) are book-entry shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the parties, the paying agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the holder of the Eligible Shares represented by such certificate or book-entry share will be entitled to receive in exchange therefor, and UnitedHealth Group will cause the paying agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders, an amount in cash in immediately available funds (after giving effect to any required tax withholdings) equal to the product obtained by multiplying (A) the number of Eligible Shares represented by such certificates (or affidavits of loss in lieu of the certificates) or such book-entry shares by (B) the Per Share Merger Consideration, and each certificate so surrendered will forthwith be cancelled.

In the event of a transfer of ownership of any Eligible Shares represented by a certificate that is not registered in the stock transfer books or ledger of LHC or if the consideration payable is to be paid in a name other than that in which the certificate or certificates surrendered or transferred in exchange therefor are registered in LHC’s stock transfer books or ledger, a check for any cash to be exchanged upon due surrender of any such certificate or certificates (or affidavits of loss in lieu of the certificate) may be issued by the paying agent to such a transferee if the certificate or certificates is or are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the paying agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to UnitedHealth Group and the paying agent. Payment of the Per Share Merger Consideration with respect to book-entry shares will only be made to the person or entity in whose name such book-entry shares are registered in the stock transfer books or ledger of LHC.

From and after the Effective Time, LHC’s stock transfer books will be closed, and thereafter there will be no transfers of shares on the stock transfer books or ledger of LHC. The Per Share Merger Consideration paid in accordance with the terms of the Merger Agreement will be deemed to have been delivered and paid in full satisfaction of all rights pertaining to any Eligible Shares. From and after the Effective Time, the holders of LHC Common Stock outstanding immediately prior to the Effective Time will, subject to the rights of any holders of Dissenting Shares with respect to such Dissenting Shares, cease to have any rights with respect to such shares or as stockholders of LHC except the right to receive the Per Share Merger Consideration, without interest thereon, into

which the shares have been converted. If, after the Effective Time, any certificate or acceptable evidence of a book-entry share is presented to the Surviving Corporation, UnitedHealth Group or the paying agent for transfer, it will be cancelled and exchanged for the cash amount in immediately available funds to which the holder thereof is entitled to receive as a result of the Merger.

Any portion of the Exchange Fund (including any interest and other income resulting from any investments thereof (if any)) that remains unclaimed by the holders of Eligible Shares for 180 days from and after the Closing Date will be delivered to UnitedHealth Group or the Surviving Corporation, as determined by UnitedHealth Group. Any holder of Eligible Shares who has not theretofore complied with the procedures, materials and instructions contemplated by the Merger Agreement will thereafter look only to the Surviving Corporation as a general creditor thereof for such payments (after giving effect to any required tax withholdings) in respect thereof. None of the Surviving Corporation, UnitedHealth Group, the paying agent or any other person or entity will be liable to any former holder of shares or LHC equity awards for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

In the event any certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person or entity claiming such certificate to be lost, stolen or destroyed and, if required by UnitedHealth Group or the paying agent pursuant to the paying agent agreement or otherwise, the posting by such person or entity of a bond in customary amount and upon such terms as may be reasonably required by UnitedHealth Group or the paying agent pursuant to the paying agent agreement or otherwise as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such certificate, the paying agent will, in exchange for such certificate, issue a check in the amount (after giving effect to any required tax withholdings) equal to the product obtained by multiplying (i) the number of Eligible Shares represented by such lost, stolen or destroyed certificate by (ii) the Per Share Merger Consideration.

Each of UnitedHealth Group, the Surviving Corporation and the paying agent (and any of their respective affiliates) will be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Merger Agreement to any person or entity such amounts as it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any other applicable tax law. To the extent that amounts are so withheld, such withheld amounts (i) will be remitted to the applicable governmental entity, and (ii) will be treated for all purposes of the Merger Agreement as having been paid to the person or entity in respect of which such deduction and withholding was made.

At the Effective Time, LHC equity-based awards outstanding immediately prior to the Effective Time will generally be subject to the following treatment:

The Merger Agreement contains representations and warranties made by LHC to UnitedHealth Group and Merger Sub, on the one hand, and by UnitedHealth Group and Merger Sub to LHC, on the other hand. Such representations and warranties (i) were made solely for the benefit of the parties to the Merger Agreement; (ii) are subject to limitations agreed upon by the parties; (iii) are not intended to be treated as categorical statements of fact, but rather as a way of allocating contractual risk among the parties; (iv) may be subject to standards of materiality applicable to the parties that differ from what might be viewed as material to stockholders; (v) are qualified by (A) information in confidential disclosure schedules delivered to UnitedHealth Group by LHC concurrently with the execution and delivery of the Merger Agreement (the “LHC Disclosure Letter”), which contain information that modify, qualify and create exceptions to the representations and warranties set forth in the Merger Agreement, and (B) information contained in LHC’s SEC reports on or after January 1, 2019 until the date of the Merger Agreement and UnitedHealth Group’s SEC reports on or after January 1, 2019 until the date of the Merger Agreement; and (vi) were made only as of the date of the Merger Agreement or such other date or dates as may be specified in the Merger Agreement. Accordingly, investors and others should not rely on the representations and warranties, or any descriptions thereof, as characterizations of the actual state of facts or condition of LHC, UnitedHealth Group or any of their respective subsidiaries or affiliates.

LHC’s representations and warranties relate to, among other things:

Certain of LHC’s representations and warranties are qualified as to “materiality” or “Material Adverse Effect”. “Material Adverse Effect” means any result, condition, event, change, development, circumstance, fact or effect that, individually or taken together with any other events, changes, developments, circumstances, facts or effects (i) would have, or would reasonably be expected to have, a material adverse effect on the business, financial condition, assets or results of operations of LHC and its subsidiaries (taken as a whole); provided, however, that none of the following, either alone or in combination, shall constitute a Material Adverse Effect or be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur:

(a) changes in or with respect to the economy, credit, capital, securities or financial markets (including changes in interest rates or currency exchange rates) or political, regulatory or business conditions in the geographic markets in which LHC or any of its subsidiaries operate or their products or services are sold, in each case, occurring after the date of the Merger Agreement;

(b) changes or developments generally affecting the industries in which LHC operates, in each case, occurring after the date of the Merger Agreement, only to the extent also occurring in the applicable geographic markets in which LHC or any of its Subsidiaries operate;

(c) changes caused by the negotiation, execution, performance, public announcement or pendency of the Merger Agreement or the transactions contemplated thereby, including any loss of employees, patients, payors, joint venture partners or revenue to the extent arising from the identity of UnitedHealth Group as the acquiror of LHC (provided, that this clause (c) will not apply to any representation or warranty to the extent such representation or warranty addresses the consequences resulting from the execution and delivery of the Merger Agreement, the performance of a party’s obligations thereunder or the consummation of the transactions contemplated by the Merger Agreement);

(d) changes in GAAP or any interpretations thereof (as confirmed by LHC’s independent registered public accounting advisor) or in any applicable law after the date of the Merger Agreement;

(e) any failure by LHC to meet any internal or public projections or forecasts or estimates of revenues or earnings; provided that any event, change, development, circumstance, fact or effect underlying such failure (unless otherwise excluded by clauses (a), (b), (c), (d), (f) or (g)) may be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur;

(f) any event, change, development or effect resulting from acts of war (whether or not declared and including the war in Ukraine), sabotage, terrorism, military or para-military actions, cyber terrorism or the escalation of any of the foregoing (other than cyberattacks specifically targeted at LHC or any of its subsidiaries), any weather event or natural disaster, or any outbreak of illness, pandemic (including COVID-19) or other public health event, in each case to the extent not caused by LHC or any of its affiliates or its or their representatives, in each case, occurring after the date of the Merger Agreement; or

(g) any actions or non-actions (1) expressly required to be taken or expressly required to be not taken by LHC or any of its subsidiaries pursuant to the Merger Agreement (except for any obligation to operate in the ordinary course of business), (2) any actions taken or not taken by LHC or any of its subsidiaries at UnitedHealth Group’s written request in accordance with the Merger Agreement or (3) taken or not taken by LHC or any of its subsidiaries to the extent such actions or non-actions are required by applicable law.

Notwithstanding the foregoing, with respect to clauses (a), (b), (d) and (f) above, such events, changes, developments, circumstances, facts or effects (as the case may be) will be taken into account in determining whether a “Material Adverse Effect” has occurred or would reasonably be expected to occur to the extent, and only to the extent, that they (i) adversely disproportionately affect LHC and its subsidiaries (taken as a whole) relative to other companies of similar size operating in the home healthcare industries in the geographic markets in which LHC or any of its material subsidiaries operate or their products or services or sold; or (ii) would, or would reasonably be expected to, prevent, materially delay or materially impair the ability of LHC or any of its subsidiaries to consummate the transactions contemplated by the Merger Agreement.

UnitedHealth Group’s and Merger Sub’s representations and warranties relate to, among other things:

Certain of UnitedHealth Group’s and Merger Sub’s representations and warranties are qualified as to “materiality” or by exceptions related to the absence of any circumstances which would or would reasonably be expected to prevent, materially delay or materially impair the ability of UnitedHealth Group or Merger Sub to consummate the transactions contemplated by the Merger Agreement.

The representations and warranties of the parties in the Merger Agreement will not survive the Closing or the termination of the Merger Agreement, as applicable; provided that, except as described in clause (iii) of the last paragraph under “Termination Fee” below, the foregoing will not relieve any party of any liability for its fraud or knowing and intentional breach of the Merger Agreement.

The Merger Agreement provides for certain restrictions on the conduct of LHC’s and its subsidiaries’ respective businesses during the Interim Period.

During the Interim Period (unless UnitedHealth Group otherwise approves in writing (such approval not to be unreasonably withheld, conditioned or delayed), except as otherwise expressly required by the Merger Agreement or except as required by applicable law), LHC and its subsidiaries must conduct their respective businesses in the ordinary course of business and use commercially reasonable efforts to conduct its business in accordance with applicable law and, to the extent consistent with the foregoing, shall use their respective commercially reasonable efforts to maintain their respective businesses and assets and relations and goodwill with governmental entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees, agents and business associates; provided that, LHC and its subsidiaries shall be permitted to take commercially reasonable actions as reasonably required to comply with COVID-19 Measures (as defined below) (provided, further that to the extent reasonably practicable, in connection with taking any such actions which would otherwise be prohibited by any provision of the Merger Agreement, LHC must provide advance notice to UnitedHealth Group (and if advance notice is not reasonably practicable, shall provide notice to UnitedHealth Group promptly following the taking of any such actions) and reasonably consult in good faith with UnitedHealth Group with respect thereto).

Without limiting the foregoing, during the Interim Period, except as otherwise expressly contemplated or required by the Merger Agreement, as required by applicable law, as approved in writing by UnitedHealth Group (such approval not to be unreasonably withheld, conditioned or delayed, except that UnitedHealth Group may withhold, condition or delay approval of actions contemplated in clauses (iii) or (iv) in UnitedHealth Group’s sole discretion), or as set forth in the corresponding subsection of the LHC Disclosure Letter, LHC and its subsidiaries must not:

(i) adopt or publicly propose any change in its organizational documents (other than to correct scrivener’s errors or immaterial or ministerial amendments);

(ii)  merge or consolidate LHC or any of its subsidiaries with any other entity, deconsolidate any of its joint ventures or restructure, reorganize, recapitalize or completely or partially liquidate or dissolve (provided, that LHC may effect or cause to be effected the actions referred to in this clause (ii) to the extent they involve only LHC’s wholly owned subsidiaries and are reasonably required to be undertaken to effectuate transactions otherwise permitted under clauses (iii) or (iv) below);

(iii)  acquire, directly or indirectly, by merger, consolidation, acquisition of stock or assets or otherwise, any business, entity or assets from any other entity or person with a fair market value or purchase price in excess of $7,500,000 in any individual transaction or series of related transactions or $30,000,000 in the aggregate, in each case, including any amounts or value reasonably expected to be paid in connection with a future earn-out, purchase price adjustment, release of “holdback” or similar contingent payment obligation, or that would reasonably be expected to prevent, materially delay or materially impair the ability of LHC to consummate the transactions contemplated by the Merger Agreement;

(iv)  transfer, sell, lease, divest, cancel, abandon, allow to expire or lapse, license, outsource or otherwise dispose of, or grant any encumbrance (other than any permitted encumbrance) upon, any properties or assets (tangible or intangible, including any intellectual property rights) of LHC or any of its subsidiaries or product lines or businesses of LHC or any of its subsidiaries, except (A) other than with respect to intellectual property rights and outsourcing, in connection with services provided in the ordinary course of business, (B) expiration, abandonment or sales of obsolete or unused assets in the ordinary course of business, (C) sales, leases, licenses, outsourcing or other dispositions of tangible assets with a fair market value not in excess of $2,000,000 individually or $5,000,000 in the aggregate, (D) with respect to intellectual property rights, non-exclusive grants of licenses in the ordinary course of business and (E) the grant of encumbrances to secure indebtedness permitted by clause (ix) below;

(v)  issue, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber or otherwise enter into any contract or other agreement, understanding or arrangement (whether oral or written) with respect to the voting of, any shares of capital stock of LHC (including, for the avoidance of doubt, LHC Common Stock) or of any of its subsidiaries, securities convertible or exchangeable into or exercisable for any such shares of capital stock, or any options, warrants or other rights of any kind to acquire any such shares of capital stock or such convertible or exchangeable securities (other than (A) proxies or voting agreements solicited by or on behalf of LHC in order to obtain the Requisite Vote or in connection with any annual meeting of LHC’s stockholders or (B) the issuance of

shares of such capital stock (1) by a wholly owned subsidiary of LHC to LHC or another wholly owned subsidiary of LHC, (2) in respect of LHC equity awards outstanding as of the date of the Merger Agreement in accordance with their terms and, as applicable, issuances under LHC’s stock plans (in either case to the extent disclosed in the LHC Disclosure Letter) or (3) pursuant to LHC’s employee stock purchase plan in accordance with its terms and subject to other provisions contained in the Merger Agreement);

(vi)  make any loans, advances, guarantees or capital contributions to or investments in any entity or person (other than to or from LHC and any of its wholly owned subsidiaries) outside the ordinary course of business in excess of $2,000,000 individually or $10,000,000 in the aggregate;

(vii)  declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (including with respect to LHC, for the avoidance of doubt, LHC Common Stock), except for (i) dividends or distributions paid by any wholly owned subsidiary to LHC, (ii) dividends or distributions to any other wholly owned subsidiary of LHC, or (iii) to the extent any such dividend or other distribution is in accordance with the requirements of the joint venture, operating or similar contract of any of the joint ventures;

(viii)  reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or securities convertible or exchangeable into or exercisable for any shares of its capital stock (provided, that LHC may effect or cause to be effected the actions referred to in this clause (viii) to the extent they involve only LHC’s wholly owned subsidiaries and are reasonably required to be undertaken to effectuate transactions otherwise permitted under clauses (iii) or (iv) above);

(ix)  redeem, repurchase or prepay (other than prepayment of revolving loans), assume, guarantee, issue, incur, endorse or otherwise become liable for or modify the terms of any indebtedness (including the issuance of any debt securities or any warrants or other rights to acquire any debt security) or enter into any hedging agreements, except for (subject, in each case, to clause (xii) below) (A) (1) indebtedness for borrowed money or evidenced by bonds, debentures, notes or similar instruments, in each case in the ordinary course of business up to $25,000,000, and (2) other indebtedness in the ordinary course of business up to $10,000,000, (B) drawdowns under the Credit Agreement (as defined below) up to $50,000,000, (C) guarantees of indebtedness of its wholly owned subsidiaries otherwise incurred in compliance with the interim operating covenants, (D) indebtedness between LHC and any of its wholly owned subsidiaries or between one wholly owned subsidiary of LHC and another wholly owned subsidiary of LHC, (E) hedging agreements entered into in the ordinary course of business and not for speculative purposes, (F) extensions or renewals of any outstanding indebtedness in the ordinary course of business that do not include the addition, renewal or modification of any call protection or similar provisions or other restrictions or limitations on prepayment or repayment, or (G) refinancings or replacements of any outstanding indebtedness on terms that are substantially similar to the terms of such outstanding indebtedness or are otherwise more favorable to LHC and its subsidiaries; provided, that any indebtedness assumed, guaranteed, issued or incurred by LHC or any of its subsidiaries or for which LHC or any of its subsidiaries otherwise becomes liable under this clause (ix) must permit prepayment at any time without penalty of any kind;

(x) make or authorize any payment of, or accrual or commitment for, capital expenditures, except (1) capital expenditures in 2022 in an amount not in excess of 5% of the aggregate amount set forth in LHC’s 2021 capital budget plan and (2) subject to prior consultation with UnitedHealth Group, any additional capital expenditures not described in clause (1) so long as the aggregate amount of such capital expenditures made pursuant to this clause (2) do not exceed $15,000,000; provided, however, subject to prior consultation with UnitedHealth Group, that LHC and its subsidiaries shall be permitted to make emergency capital expenditures in any commercially reasonable amount that LHC determines is necessary to maintain its ability to operate its businesses in the ordinary course of business;

(xi) enter into any contract that would have been a “material contract” (as defined under the Merger Agreement) had it been entered into prior to the date of the Merger Agreement, other than contracts entered into in the ordinary course of business; provided, however, that in no event may LHC take any of the foregoing actions with respect to any tax “hold harmless,” sharing, allocation or indemnification agreement or arrangement (other than, in each case, (x) such agreements or arrangements solely between or among LHC and any of its wholly owned subsidiaries, (y) such agreements or arrangements contained in commercial contracts entered into, amended or terminated in the ordinary course of business the principal subject of which is not taxes and (z) customary tax indemnification or tax benefit provisions contained in merger agreements, stock purchase agreements, asset purchase agreements or other business combination agreements entered into in accordance with the terms of the Merger

Agreement; provided, further, that in the event that LHC engages in any discussion to enter into any new joint venture (and prior to requesting UnitedHealth Group’s written consent to enter into the relevant limited liability company agreement to establish such joint venture) LHC shall notify UnitedHealth Group of any such discussion as soon as reasonably practicable following such discussion (including, for the avoidance of doubt, any discussions disclosed in the relevant section(s) of the LHC Disclosure Letter);

(xii) terminate, fail to renew or amend, modify, supplement or waive, or assign, convey, encumber or otherwise transfer, in whole or in part, rights or interest pursuant to or in, any “material contract” (as defined under the Merger Agreement), other than terminations, expirations or non-renewals of any such contract in the ordinary course of business and in accordance with the terms of such contract with no further action by LHC, any of its subsidiaries or other party to such contract, except for any ministerial actions or non-exclusive licenses under LHC intellectual property, in each case, granted by a licensor in the ordinary course of business;

(xiii) cancel, modify or waive any debts or claims held by or owed to LHC or any of its subsidiaries having in each case a value in excess of $2,000,000 individually or $10,000,000 in the aggregate outside the ordinary course of business;

(xiv) other than in the ordinary course of business, reduce the amount of insurance coverage or fail to use commercially reasonable efforts to renew or replace any existing insurance policies;

(xv) other than with respect to transaction litigation, appraisal proceedings or tax disputes, which are separately addressed by the Merger Agreement, settle or compromise any legal proceeding for an amount in excess of $2,000,000 individually or $10,000,000 in the aggregate, or which would reasonably be expected to (A) prevent, materially delay or materially impair the consummation of the transactions contemplated by the Merger Agreement, (B) have a materially negative impact or impose any material restriction on the operations of LHC and its subsidiaries or (C) involve any criminal liability, any admission of material wrongdoing or any material wrongful conduct by LHC or any of its subsidiaries;

(xvi) make any changes with respect to accounting policies, procedures, methods, principals or practices, except as required by changes in GAAP or applicable law;

(xvii) make, change or revoke any material tax election, change an annual tax accounting period, adopt or change any material tax accounting method, file any material amended tax return, enter into any closing agreement with respect to material taxes, settle or compromise any material tax claim, audit, assessment or dispute, surrender any right to claim a refund of a material amount of taxes, or agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of any material tax;

(xviii) except as required pursuant to the terms of any LHC employee benefit plan in effect as of the date of the Merger Agreement, as may be required to comply with applicable law or as set forth in the LHC Disclosure Letter, (A) increase in any manner the compensation or consulting fees, bonus, pension, welfare, fringe or other benefits, severance or termination pay of any current or former employee (whether full- or part-time and, including any officer), director or independent contractor (who is a natural person) of LHC or any of its subsidiaries (each, a “LHC Employee”), (B) become a party to, establish, adopt, amend, commence participation in or terminate any LHC employee benefit plan or arrangement that would have been an LHC employee benefit plan had it been entered into prior to the date of the Merger Agreement, (C) grant any new awards, or amend or modify the terms of any outstanding awards, under any LHC employee benefit plan, (D) take any action to accelerate the vesting or lapsing of restrictions or payment, or fund or in any other way secure the payment, of compensation or benefits under any LHC employee benefit plan, (E) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any LHC employee benefit plan that is required by applicable law to be funded or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP, (F) forgive any loans or issue any loans to any LHC Employee (other than routine travel advances issued in the ordinary course of business), (G) hire any employee or engage any independent contractor (who is a natural person) with an annual salary or wage rate or consulting fees in excess of $200,000 or (H) terminate the employment or service of any LHC Employee with an annual salary or wage rate or consulting fees in excess of $200,000 other than for cause;

(xix) become a party to, establish, adopt, amend, commence participation in or terminate any collective bargaining agreement or other agreement with a labor union, labor organization, works council or similar organization;

(xx) enter into any new line of business;

(xxi) amend, terminate or allow to lapse any material licenses held by LHC or any of its subsidiaries in a manner that materially and adversely impacts the ability of LHC and its subsidiaries to conduct their respective businesses;

(xxii) amend or modify the engagement letters of LHC’s financial advisors (or grant any discretionary fee or any comparable additional fee thereunder) in a manner that increases the fee or commission payable by LHC or any of its subsidiaries; or

(xxiii) agree, authorize or commit to do any of the foregoing.

Without UnitedHealth Group’s prior written consent, during the Interim Period, LHC and its subsidiaries may not avail themselves of any government grants, tax holidays, loans or other tax benefits or relief related to COVID-19, including a loan under the paycheck protection program or relief pursuant to Sections 2301 or 2302 of the CARES Act or any similar applicable federal, state or local law, except that LHC and its subsidiaries may avail themselves of such government grants, tax holidays, loans or other tax benefits or relief as they have already availed themselves of prior to the date of the Merger Agreement and are set forth in the LHC Disclosure Letter.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shutdown, closure, sequester or any other applicable law, order or recommendations of a governmental entity (in the case of recommendations, widely followed by LHC’s and its subsidiaries’ peer companies) or any applicable directive or guidance from any applicable industry group widely followed by LHC’s and its subsidiaries’ healthcare industry peer companies in response to COVID-19.

During the Interim Period, except as expressly permitted by the Merger Agreement, LHC must not, and must cause its subsidiaries and its and its wholly-owned subsidiaries’ representatives not to, and shall direct and use its reasonable best efforts to cause its non-wholly owned subsidiaries’ representatives not to, in each case, directly or indirectly: (i) initiate, solicit, propose or knowingly encourage or otherwise knowingly facilitate any inquiry or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal (as defined below); (ii) engage in, continue or otherwise participate in any discussions or negotiations relating to any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) provide any information or data concerning LHC or its subsidiaries or access to LHC’s or its subsidiaries’ properties, books and records to any third party in connection with any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal; or (v) agree, authorize or commit to do any of the foregoing.

Notwithstanding the foregoing, prior to the time the Requisite Vote is obtained, in response to a bona fide written Acquisition Proposal that did not result from a breach of the non-solicitation covenants contained in the Merger Agreement, LHC may (i) provide information concerning LHC and its subsidiaries in response to the third party making such Acquisition Proposal (provided that UnitedHealth Group also is provided such information and such third party executes a Permitted Confidentiality Agreement) and (ii) engage or otherwise participate in any discussions or negotiations with such third party if, and only if, prior to taking any action described in clause (i) or this clause (ii), the Board determines in good faith, after consultation with outside legal counsel and financial advisors, as applicable, that based on the information then available, including the terms and conditions of such Acquisition Proposal and those of the Merger Agreement, that (A) such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal and (B) the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law.

LHC must promptly (but, in any event, within 24 hours) give notice to UnitedHealth Group if (i) any inquiries, proposals or offers with respect to an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal are received by LHC or any of its subsidiaries or any of its or their representatives, (ii) any information concerning LHC or its subsidiaries or access to LHC’s or its subsidiaries’ properties, books and records in connection with any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal is requested by any third party, to the knowledge of LHC, that is reasonably likely to make or is considering making an Acquisition Proposal, or (iii) any discussions or negotiations relating to an

Acquisition Proposal or any inquiry, proposal or offer that could lead to an Acquisition Proposal are sought to be engaged in or continued, by, from or with LHC, its subsidiaries or any of its or any of their respective representatives (as the case may be), or (iv) (A) any meeting of the Board is scheduled in order to consider or discuss an Acquisition Proposal or (B) an Acquisition Proposal is considered or discussed at any meeting of the Board (provided, that in the case of clause (A), such notice shall be given to UnitedHealth Group contemporaneously with the notice to the Board of such meeting), setting forth in such notice the name of the third party, the terms and conditions of any such Acquisition Proposal or inquiry, proposal or offer and the scope of such request (including, if applicable, correct and complete copies of any such written Acquisition Proposals, Permitted Confidentiality Agreements, inquiries, proposals or offers, including proposed agreements or requests, or where no such copies are available, a reasonably detailed written description thereof) and its intentions with respect thereto and thereafter must keep UnitedHealth Group reasonably informed, on a reasonably current basis (but, in any event, within 24 hours after any changes), of the status and terms and conditions of any such Acquisition Proposals, inquiries, proposals or offers or requests (including any material amendments or modifications thereto) and the status of any such discussions or negotiations, including any change in its intentions as previously notified.

Except as expressly permitted by the Merger Agreement, the Board must not (i) fail to include the Board Recommendation in this proxy statement; (ii) withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify) the Board Recommendation in a manner adverse to UnitedHealth Group; (iii) make any public statement in connection with the Special Meeting that is inconsistent with the Board Recommendation; (iv) with respect to an Acquisition Proposal initiated through a tender or exchange offer pursuant to Rule 14d-2 under the Exchange Act, take any action or make any recommendation or public statement in connection therewith other than an unequivocal recommendation against such offer; (v) following the public disclosure of an Acquisition Proposal, fail to publicly reaffirm the Board Recommendation as promptly as reasonably practicable (but in any event within three business days after receipt of any written request to do so from UnitedHealth Group); (vi) approve or recommend, or publicly declare advisable, any Acquisition Proposal or other proposal that would reasonably be expected to lead to an Acquisition Proposal or approve or recommend, or publicly declare advisable or publicly propose to enter into, any Alternative Acquisition Agreement; or (vii) agree authorize or commit to do any of the foregoing (together with any of the actions set forth in the foregoing clauses (i), (ii), (iii), (iv), (v) and (vi), a “Change of Recommendation”). In addition, except as expressly permitted by the Merger Agreement, the Board must not cause or permit LHC or any of its subsidiaries to enter into an Alternative Acquisition Agreement or agree, authorize or commit to do so.

Notwithstanding the foregoing, prior to the time the Requisite Vote is obtained, the Board may effect a Change of Recommendation or terminate the Merger Agreement if (A) a bona fide written Acquisition Proposal that did not result from or in connection with a breach of the non-solicitation covenants contained in the Merger Agreement is received by LHC or an Intervening Event (as defined below) has occurred, and (B) the Board determines in good faith, after consultation with outside legal counsel and financial advisors, as applicable, based on the information then available, that (x) in the case of an Acquisition Proposal, that such Acquisition Proposal constitutes a Superior Proposal and (y) a failure to effect a Change of Recommendation or terminate this Agreement in response to such Acquisition Proposal or Intervening Event, as applicable, is inconsistent with the directors’ fiduciary duties under applicable law; provided, however, that no such actions may be taken unless and until: (I) LHC has given UnitedHealth Group written notice at least five business days in advance (the “Notice Period”), which notice must set forth in writing that the Board intends to consider whether to take such action and a reasonably detailed description of the basis therefor, and must also include, in the case of an Acquisition Proposal, all information required elsewhere by the Merger Agreement and, in the case of an Intervening Event, a reasonably detailed description of such Intervening Event; (II) during the Notice Period, to the extent requested by UnitedHealth Group, LHC must, and must cause its representatives to, negotiate in good faith with UnitedHealth Group to revise the Merger Agreement so that the condition set forth in clause (B) above would not be satisfied; and (III) at the end of the Notice Period, the Board has taken into account any revisions to the Merger Agreement proposed by UnitedHealth Group in writing and any other information offered by UnitedHealth Group in response to such notice contemplated by clause (I) above prior to the end of the Notice Period, and has thereafter determined in good faith, after consultation with outside legal counsel and financial advisors, as applicable, based on the information then available, that (x) in the case of an Acquisition Proposal, such Acquisition Proposal continues to constitute a Superior Proposal and (y) a failure to effect a Change of Recommendation or terminate the Merger Agreement pursuant to the termination provisions of the Merger Agreement would continue to be inconsistent with the directors’ fiduciary duties under applicable law (provided that any amendment or modification to the economic terms of any such Acquisition

Proposal shall be deemed material and shall be deemed a new Acquisition Proposal for purposes of certain sections of the Merger Agreement, including for purposes of the initial five-day Notice Period, except that subsequent to the initial Notice Period, the Notice Period shall be reduced to three business days.

In addition, none of the non-solicitation covenants contained in the Merger Agreement will prohibit LHC from (i) disclosing a position contemplated by Rule 14d-9, Rule 14e-2(a)(2) or (3) or Item 1012(a) of Regulation M-A under the Exchange Act or (ii) making any “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act.

During the Interim Period, LHC must not terminate, amend or otherwise modify or waive any provision of any confidentiality, “standstill” or similar agreement to which LHC or any of its subsidiaries is a party and shall enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement; provided that LHC will be permitted to terminate, amend or otherwise modify, waive or fail to enforce any provision of any such agreement if the Board determines in good faith, after consultation with its outside legal counsel, based on the information then available, that the failure to take such action would violate the directors’ fiduciary duties under applicable law.

LHC must (i) hold the Special Meeting as promptly as reasonably practicable after this proxy statement is in final form and (ii) cause a vote upon the adoption of the Merger Agreement to be taken at the Special Meeting. LHC may not postpone, recess or adjourn the Special Meeting without UnitedHealth Group’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). However, (x) LHC may, postpone, recess or adjourn the Special Meeting, and at the direction of UnitedHealth Group, LHC shall postpone, recess or adjourn the Special Meeting, (A) to the extent, in the reasonable opinion of LHC’s outside legal counsel, or to the extent in UnitedHealth Group’s reasonable judgment (as applicable), required by applicable law or necessary to ensure that any required supplement or amendment to this proxy statement is delivered to the stockholders of LHC for the amount of time required by applicable law in advance of the Special Meeting, or (B) on a date that is one day prior to the date the Special Meeting is originally scheduled, as set forth in this proxy statement (the “Original Date”) or any date that the Special Meeting is scheduled to be held thereafter in accordance with the Merger Agreement, LHC or UnitedHealth Group, respectively, reasonably believes there will be insufficient shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Special Meeting or to obtain the Requisite Vote; and (y) if LHC delivers a notice of an intent to make a Change of Recommendation within the five business days prior to the Original Date or any date that the Special Meeting is scheduled to be held thereafter in accordance with the terms of the Merger Agreement, if directed by UnitedHealth Group, LHC shall as promptly as practicable thereafter postpone, recess or adjourn the Special Meeting for up to ten business days in accordance with UnitedHealth Group’s direction; provided, that in no event may the Special Meeting be postponed, recessed or adjourned more than ten business days in connection with any one postponement, recess or adjournment or more than an aggregate of thirty days from the Original Date. LHC must use reasonable best efforts to obtain the Requisite Vote, including by soliciting proxies in support of such vote.

Each of UnitedHealth Group and LHC must use its reasonable best efforts to take all actions necessary or advisable on its part under the Merger Agreement (including as set forth in the relevant section(s) of the LHC Disclosure Letter) and applicable law to consummate the transactions contemplated by the Merger Agreement as promptly as reasonably practicable after the date of the Merger Agreement (and, in any event, no later than the Outside Date (as defined below)), including making all required filings with governmental entities and seeking all required consents from third parties.

In addition to the general efforts described above, each of UnitedHealth Group and LHC must cooperate with each other and use their reasonable best efforts to take all actions necessary or advisable on its part under the Merger Agreement and applicable law to consummate the transactions contemplated by the Merger Agreement as promptly as practicable after the date of the Merger Agreement, including preparing and submitting documentation to (i) effect the expirations of all waiting periods under applicable antitrust law as promptly as practicable after the date of the

Merger Agreement and (ii) make with and obtain from, as applicable, any governmental entity, all filings and consents necessary or advisable in order to consummate the transactions contemplated by the Merger Agreement prior to the Outside Date, including the other LHC approvals and UnitedHealth Group approvals required under the Merger Agreement.

LHC and UnitedHealth Group shall each use reasonable best efforts to, as promptly as practicable, advise the other party upon receiving any written communication from any governmental entity or third party whose consent or approval is required for consummation of the transactions contemplated by the Merger Agreement that causes such party to believe that there is a reasonable likelihood that any such consent or approval will not be obtained or that the receipt of any such consent or approval will be materially delayed.

In furtherance of the foregoing, the Merger Agreement requires the parties to take specific actions in order to obtain antitrust approval. On April 7, 2022, as required by the Merger Agreement, the parties filed a Notification and Report Form under the HSR Act. The Merger Agreement further requires each of the parties to take the following actions: (i) the prompt provision to governmental antitrust entities of non-privileged information and documents requested by such entities or that are necessary, proper or advisable to permit consummation of the transactions contemplated by the Merger Agreement; (ii) the prompt use of its reasonable best efforts to take all reasonably necessary, proper or advisable steps to remove any injunction or other order entered in any legal proceeding that would reasonably be expected to delay or otherwise prohibit the consummation of the transactions contemplated by the Merger Agreement, including the defense through litigation on the merits of any claim asserted in any court, agency or other proceeding by any governmental antitrust entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by the Merger Agreement (subject in all cases to the limitations set forth in the Merger Agreement), if such action would be reasonably necessary, proper or advisable so as to permit the consummation of the transactions contemplated by the Merger Agreement prior to the Outside Date; and (iii) the proffer and agreement by UnitedHealth Group of its willingness to dispose of, or hold separate pending such disposition, assets, operations, rights, product lines, licenses, businesses or interests therein of LHC, UnitedHealth Group or either of their respective subsidiaries or to effect any other obligation, restriction, requirement, qualification, condition, remedy or other action with respect to the business and operations of LHC, UnitedHealth Group, or other of their respective subsidiaries (and the entry into agreements with, and submission to orders of, the relevant government antitrust entity giving effect thereto), subject in all cases to the limitations set forth in the Merger Agreement, if such action would be reasonably necessary, proper or advisable so as to permit the consummation of the transactions contemplated by the Merger Agreement prior to the Outside Date.

Notwithstanding the foregoing, (i) in no event will (a) any party or any of its subsidiaries be required to proffer or agree to any term, remedy, or other action imposed, required or requested by a governmental entity (including any governmental antitrust entity) in connection with effecting (x) the expiration of any waiting period under applicable antitrust law or (y) a governmental entity’s (including any governmental antitrust entity’s) grant of any consent or other authorization, in each case necessary or advisable in order to consummate the transactions contemplated by the Merger Agreement, including the other LHC approvals and the other UnitedHealth Group approvals, that is not conditioned upon the consummation of the transactions contemplated by the Merger Agreement or (b) LHC or any of its subsidiaries agree to any term, remedy, or other action in connection with the expiration of any such waiting period or obtaining of any such consent or other authorization without the prior written consent of UnitedHealth Group (which consent may be withheld in UnitedHealth Group’s sole discretion); and (ii) nothing will require UnitedHealth Group or any of its subsidiaries, in order to effect the expiration of any waiting periods under applicable antitrust law or the obtaining from any governmental antitrust entity of any consent or other authorization to proffer or agree to any term, condition, obligation, liability, requirement, limitation, qualification, remedy, commitment, sanction or other action that is, or would reasonably be expected to result in, a Burdensome Condition (as defined below); provided that UnitedHealth Group can compel LHC to (and to cause LHC’s subsidiaries to) agree to any such term or condition or take any such actions (or agree to take such actions) so long as the effectiveness of such term or condition or action is conditioned upon the consummation of the transactions contemplated by the Merger Agreement.

LHC must agree, if reasonably requested by UnitedHealth Group so as to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other consent under any other applicable antitrust law, to effect and agree to any divestiture, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any assets, operations, rights, product lines, licenses, businesses or interests therein of LHC and its subsidiaries that is conditioned on the occurrence of the Closing.

UnitedHealth Group and LHC will jointly direct all matters (including with respect to process, strategy and communications) with any governmental entity (including any governmental antitrust entity); provided that in the event of any conflict or disagreement between UnitedHealth Group and LHC with respect to process, strategy or communications regarding any matter with a governmental entity (including any governmental antitrust entity), UnitedHealth Group will have the right to direct the matter that is the cause of any such conflict or disagreement in its sole discretion, acting reasonably and in good faith.

“Burdensome Condition” means any term, condition, obligation, requirement, limitation, prohibition, remedy, sanction or other action imposed upon UnitedHealth Group, LHC or any of their respective subsidiaries in connection with effecting the expiration of any waiting period (and any extension thereof) under any antitrust law applicable to the consummation of the transactions contemplated by the Merger Agreement or obtaining from a governmental antitrust entity any consent, registration, approval, permit or authorization, in each case necessary or advisable in order to consummate the transactions contemplated by the Merger Agreement that would reasonably be expected to result in (a) with respect to UnitedHealth Group, Merger Sub and their affiliates, (i) (x) payments or expenditures (including reasonable counsel and advisor fees) or (y) concessions of anything of value (including loss of profits as a result of any requirement restricting or regulating the conduct of business) in excess of the Burdensome Condition Threshold ($300,000,000) in the aggregate or (ii) the transfer, disposition, divestiture or sale of any businesses, assets or properties of UnitedHealth Group, Merger Sub or their affiliates that, in the aggregate, have a value in excess of the Burdensome Condition Threshold, and (b) with respect to LHC or its subsidiaries, the transfer, disposition, divestiture or sale of any businesses, assets or properties of LHC or its subsidiaries that, in the aggregate, have a value in excess of the Burdensome Condition Threshold.

UnitedHealth Group has agreed that the employees of LHC and its subsidiaries at the Effective Time who continue to remain employed with LHC or any of its subsidiaries (“Continuing Employees”) will, during the period commencing at the Effective Time and ending on the one-year anniversary of the Effective Time, be provided with base salary or base wage, target annual cash bonus opportunities and pension and welfare benefits (excluding equity and long-term incentive compensation and any retention or transaction bonus payments) that are substantially comparable in the aggregate to those that are provided to the Continuing Employees immediately prior to the Effective Time or, in UnitedHealth Group’s discretion, are substantially comparable to those made available to similarly situated employees of UnitedHealth Group and its subsidiaries.

UnitedHealth Group will use reasonable best efforts to (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of UnitedHealth Group or its affiliates to be waived with respect to the Continuing Employees and their eligible dependents, and (ii) give each Continuing Employee credit for the plan year in which the Continuing Employee is first eligible to enroll in a UnitedHealth Group plan providing medical benefits towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred prior to the Effective Time for which payment has been made in respect of such Continuing Employee and their eligible dependents to the same extent such credit was given under the analogous LHC benefit plan prior to the Effective Time (provided, that LHC shall have timely provided adequate data concerning such payments to UnitedHealth Group in a format reasonably requested by UnitedHealth Group). UnitedHealth Group shall give each Continuing Employee service credit for such Continuing Employee’s employment with LHC and its subsidiaries for purposes of vesting, benefit accrual and eligibility to participate under each applicable UnitedHealth Group benefit plan, as if such service had been performed with UnitedHealth Group, except for benefit accrual under defined benefit pension plans, for purposes of qualifying for subsidized early retirement benefits, to the extent it would result in a duplication of benefits and for purposes of eligibility for retirement vesting under UnitedHealth Group’s equity plans.

Prior to the Effective Time, if requested by UnitedHealth Group in writing, to the extent permitted by applicable law and the terms of the applicable plan or arrangement, LHC will (i) cause to be amended LHC’s benefit plans to the extent necessary to provide that no employees of UnitedHealth Group and its subsidiaries will commence participation therein following the Effective Time unless the Surviving Corporation or such subsidiary explicitly authorizes such participation and (ii) cause LHC’s 401(k) plan to be terminated effective immediately prior to the Effective Time. In the event that UnitedHealth Group requests that LHC’s 401(k) plan be terminated, LHC will provide UnitedHealth Group with evidence that such plan has been terminated (the form and substance of which shall be subject to approval by UnitedHealth Group) not later than the day immediately preceding the Effective Time.

If requested by UnitedHealth Group in writing delivered to LHC not less than 10 business days prior to the Effective Time (with such request to be made only in the event UnitedHealth Group does not request that LHC’s

401(k) plan be terminated in the manner described above), the Board will take any actions (including, if applicable, adopting resolutions) as are reasonably necessary to delegate plan amendment, trustee appointment and other plan sponsor authority for any LHC benefit plans that are qualified or non-qualified retirement plans to the Senior Vice President, Total Rewards and Human Capital Services, of UnitedHealth Group, to delegate plan administration authority for such plans to UnitedHealth Group’s Employee Benefits Plans Administrative Committee and to delegate investment authority for such plans to UnitedHealth Group’s Employee Benefit Plans Investment Committee, with such delegations to be effective as of the Effective Time and contingent upon the occurrence of the Effective Time. To the extent such delegation of authority described in the preceding sentence is requested by UnitedHealth Group, LHC will provide UnitedHealth Group with evidence of such delegation (the form and substance of which shall be subject to prior review and approval by UnitedHealth Group) not later than the date immediately preceding the Effective Time.

Prior to making any written or oral communications to any LHC Employee pertaining to compensation or benefits matters that are affected by the transactions contemplated by the Merger Agreement, LHC will provide UnitedHealth Group with a copy of the intended communication, UnitedHealth Group will have a reasonable period of time to review and comment on the communication and LHC will consider any such comments in good faith.

Nothing set forth in the Merger Agreement is intended to (i) be treated as an amendment of any particular LHC benefit plan, (ii) prevent UnitedHealth Group, the Surviving Corporation or any of their affiliates from amending or terminating any of their benefit plans or, after the Effective Time, any LHC benefit plan in accordance with their terms, (iii) prevent UnitedHealth Group, the Surviving Corporation or any of their affiliates, after the Effective Time, from terminating the employment of any Continuing Employee, or (iv) create any third-party beneficiary rights in any employee of LHC or any of its subsidiaries, any beneficiary or dependent thereof, or any collective bargaining representative thereof, with respect to the compensation, terms and conditions of employment or benefits that may be provided to any Continuing Employee by UnitedHealth Group, the Surviving Corporation or any of their affiliates or under any benefit plan which UnitedHealth Group, the Surviving Corporation or any of their affiliates may maintain.

From and after the Effective Time, UnitedHealth Group must, and must cause the Surviving Corporation to, (i) indemnify, defend and hold harmless the Indemnified Parties (as defined below) against any reasonable and documented costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any legal proceeding in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, in each case, to the fullest extent that LHC would have been permitted under applicable law and as provided in LHC’s organization documents in effect as of the date of the Merger Agreement, and (ii) to the fullest extent that LHC would have been permitted under applicable law and as provided for in LHC’s organizational documents, advance expenses as incurred by the Indemnified Parties; provided that any person or entity to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication by the Chosen Courts (as defined below) that such person or entity is not entitled to such advanced expenses.

Prior to the Effective Time, LHC will obtain and fully pay the premium for “tail” (e.g., optional or extended reporting period) coverage for the extension of LHC’s existing (i) directors’ and officers’ liability insurance policies and (ii) fiduciary liability insurance policies (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years following the Effective Time with respect to any claim related to matters existing or occurring at or prior to the Effective Time from LHC’s D&O Insurance carriers as of the date of the Merger Agreement or one or more insurance carriers with the same or better credit rating as such carriers with terms, conditions, retentions, coinsurance, and limits of liability that are at least as favorable to the insureds as LHC’s existing D&O Insurance policies; provided, however, that, in no event will the premium amount for such policies exceed the amount set forth in the in the relevant section of the LHC Disclosure Letter. From and after the Effective Time, UnitedHealth Group will cause such “tail” insurance policies be maintained in full force and effect, each for its full term, and honor all obligations thereunder.

The foregoing provisions are intended to be for the benefit of, and from and after the Effective Time will be enforceable by, each of the Indemnified Parties and their respective successors, representatives and permitted assigns, who will be third-party beneficiaries of such provisions.

The rights of the Indemnified Parties under the Merger Agreement are in addition to any rights such Indemnified Parties may have under the organizational documents of LHC or any of its subsidiaries, or under any applicable contracts or laws.

“Indemnified Parties” means, collectively, (i) each present and former (determined as of the Effective Time) director or officer of LHC or any of its subsidiaries (or other individuals performing similar functions), in each case when acting in such capacity; (ii) each person or entity who served, as of or prior to the Effective Time, at LHC’s request as a director, officer, member, trustee or fiduciary of another corporation, limited liability company, partnership, joint venture, trust, pension or other employee benefit plan or enterprise; and (iii) the respective heirs, executors and administrators of the persons and entities referred to in clauses (i) and (ii).

LHC will (i) furnish to the agent under the Credit Agreement not later than 11:00 a.m. (New York time) at least three business days prior to the Closing a prepayment notice in respect of the termination of all outstanding commitments and prepayment of all outstanding loans under the Credit Agreement and (ii) deliver to UnitedHealth Group, at least three business days prior to the Closing, an executed pay-off letter in customary form acceptable to UnitedHealth Group with respect to the Credit Agreement, which pay-off letter will provide that upon receipt from or on behalf of the borrowers thereunder of the pay-off amount set forth in the pay-off letter, (a) the Indebtedness incurred pursuant to the Credit Agreement and instruments related thereto will be satisfied, and all obligations of the secured parties terminated (other than those that customarily survive in pay-off letters and expressly contemplated to survive under the Credit Agreement), (b) all encumbrances relating to the assets, rights and properties of LHC or any of its subsidiaries, and all guarantees, in each case granted pursuant to or in connection with the Credit Agreement will be released and terminated without any further action by the secured parties and (c) LHC or its designee will be entitled to file documents, financing statements and other instruments to reflect the release of such Encumbrances.

“Credit Agreement” means the Amended and Restated Credit Agreement, dated as of August 3, 2021, by and among LHC, the lenders party thereto from time to time, and J.P. Morgan Chase Bank, N.A., as administrative agent.

Prior to the Closing Date, LHC will cooperate with UnitedHealth Group and use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary or advisable on its part under applicable law, including, the rules and policies of NASDAQ to enable the delisting by the Surviving Corporation of the shares of LHC Common Stock from NASDAQ and the deregistration of the shares under the Exchange Act, in each case, as promptly as practicable after the Effective Time, but in any event, in the case of the shares, no more than ten days thereafter. In connection therewith, UnitedHealth Group (taking into account the degree to which LHC satisfies its obligations set forth in the foregoing sentence of this paragraph) will use reasonable best efforts to (a) assist in enabling LHC or NASDAQ to be in a position to promptly file and cause the Surviving Corporation or NASDAQ to file with the SEC a Form 25 on the Closing Date and (b) cause the Surviving Corporation to file a Form 15 on the first business day that is at least ten days after the date the Form 25 is filed (such period between the Form 25 and the Form 15 filing dates, the “Delisting Period”).

Upon UnitedHealth Group’s determination that the Surviving Corporation may be required to file any quarterly or annual reports pursuant to the Exchange Act during the Delisting Period, LHC will deliver to UnitedHealth Group at least five business days prior to the Closing Date a draft of any such reports required to be filed during the Delisting Period, which is sufficiently developed such that it can be timely filed and when filed will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and comply in all material respects with the provisions of applicable law.

The Merger Agreement contains other customary covenants, including those:

The respective obligations of each party to effect the Closing is subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:

The obligations of UnitedHealth Group and Merger Sub to effect the Closing are also subject to the satisfaction or waiver by UnitedHealth Group at or prior to the Closing Date of the following conditions:

The obligation of LHC to effect the Closing is also subject to the satisfaction or waiver by LHC at or prior to the Closing of the following conditions:

The Merger Agreement may be terminated at any time before the Effective Time, whether before or after the Requisite Vote has been obtained (except as otherwise expressly noted below), as follows:

Except to the extent described under “Termination Fee” below, in the event the Merger Agreement is terminated in the manner described above, the Merger Agreement will become void and of no effect with no liability to any person or entity on the part of any party (or any of its affiliates or its or their respective representatives); provided, however, no such termination will relieve any party of any liability or damages to any other party resulting from any fraud or willful breach of the Merger Agreement.

In the event the Merger Agreement is terminated:

The Merger Agreement provides that (i) in no event will LHC be required to pay the Termination Fee on more than one occasion, (ii) the agreements described above are an integral part of the transactions contemplated by the Merger Agreement and that, without those agreements, the other parties would not enter into the Merger Agreement and accordingly, if LHC fails to promptly pay or cause to be paid the amount due, and, in order to obtain such amount, UnitedHealth Group commences a legal proceeding that results in a judgment against LHC for the Termination Fee, LHC must pay or cause to be paid to UnitedHealth Group its costs and expenses (including attorneys’ fees) in connection with such proceeding, together with interest on the Termination Fee, as the case may be, at the prime rate published in The Wall Street Journal for the relevant date such amount was required to be made from such date through the date of payment, and (iii) in the event that the Termination Fee becomes payable by and is paid or caused to be paid by, LHC, such fee will be UnitedHealth Group’s sole and exclusive remedy for monetary damages or other relief (including specific performance) pursuant to the Merger Agreement or otherwise and, upon payment of the Termination Fee (plus any amounts due under clause (ii) immediately above), none of LHC or any of its affiliates will have any further monetary liability or obligation arising out of or related to the Merger Agreement or the transactions contemplated thereby; provided, however, that any such payment shall not relieve LHC of any liability or damages incurred or suffered by UnitedHealth Group or Merger Sub to the extent such liability or damages were the result of or arise out of any fraud or willful breach of the Merger Agreement (including with respect to breaches of the Merger Agreement pursuant to which the Termination Fee shall have become or becomes payable pursuant to the Merger Agreement), in which case UnitedHealth Group or Merger Sub shall be entitled to all rights and remedies available in equity or at law, in contract, in tort or otherwise.

Whether or not the transactions contemplated by the Merger Agreement are consummated, all costs, fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement, including all costs, fees and expenses of its representatives, will be paid by the party incurring such cost, fee or expense, except as otherwise expressly provided in the Merger Agreement. Notwithstanding the foregoing, UnitedHealth Group will be responsible for and will pay all filing fees pursuant to antitrust laws.

Subject to the provisions of applicable law, at any time prior to the Effective Time, the Merger Agreement may be amended or otherwise modified only by a written instrument duly executed and delivered by the parties. The conditions to each of the respective parties’ obligations to consummate the transactions contemplated by the Merger Agreement are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable law; provided, however, that any such waiver will only be effective if made in a written instrument duly executed and delivered by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege under the Merger Agreement or under applicable law will operate as a waiver thereof and, except as otherwise expressly provided in the Merger Agreement, no single or partial exercise thereof will preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

The Merger Agreement will be deemed to be made in and in all respects will be interpreted, construed and governed by and in accordance with the laws of the State of Delaware without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction.

Each of the parties has agreed that it: (i) will bring any legal proceeding in connection with, arising out of or otherwise relating to the Merger Agreement, or any instrument or other document delivered pursuant to the Merger Agreement or the transactions contemplated by the Merger Agreement exclusively in the Chosen Courts (as defined below); and (ii) solely in connection with such proceedings, (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably waives any objection to the laying of venue in any such proceeding in the Chosen Courts, (C) irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party, (D) agrees that mailing of process or other papers in connection with any such proceeding in the manner provided in the Merger Agreement or in such other manner as may be permitted by applicable law will be valid and sufficient service thereof and (E) will not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) or that any order issued by the Chosen Courts may not be enforced

in or by the Chosen Courts. “Chosen Courts” means the Court of Chancery of the State of Delaware, or if such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division); provided that if subject matter jurisdiction over the matter that is the subject of the applicable proceeding is vested exclusively in the U.S. federal courts, such proceeding will be heard in the U.S. District Court for the District of Delaware.

Each party has further acknowledged and agreed that any controversy which may be connected with, arise out of or otherwise relate to the Merger Agreement, or any instrument or other document delivered pursuant to the Merger Agreement or the transactions contemplated by the Merger Agreement is expected to involve complicated and difficult issues, and therefore each party has irrevocably and unconditionally waived to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any proceeding, directly or indirectly, connected with, arising out of or otherwise relating to the Merger Agreement, or any instrument or other document delivered pursuant to the Merger Agreement or the transactions contemplated by the Merger Agreement.

Each of the parties has acknowledged and agreed that the rights of each party to consummate the transactions contemplated by the Merger Agreement are special, unique and of extraordinary character and that if for any reason any of the provisions of the Merger Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or damage would be caused for which money damages would not be an adequate remedy. Accordingly, each party has agreed that, except to the extent provided otherwise in the Merger Agreement, in addition to any other available remedies a party may have in equity or at law, each party will be entitled to enforce specifically the terms and provisions of the Merger Agreement and to obtain an injunction restraining any breach or violation or threatened breach or violation of the provisions of the Merger Agreement in the Chosen Courts without necessity of posting a bond or other form of security.

In accordance with Section 14A of the Exchange Act, LHC is providing its stockholders with the opportunity to cast a non-binding, advisory vote on the compensation that will be paid or may become payable to the named executive officers of LHC in connection with the Merger, the value of which is set forth in the table entitled “Golden Parachute Compensation” on page 54. This proposal, commonly known as “say-on-golden parachutes”, is referred to in this proxy statement as the Named Executive Officer Merger-Related Compensation Proposal. As required by Section 14A of the Exchange Act, LHC is asking its stockholders to vote on the adoption of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to LHC’s named executive officers in connection with the Merger, as disclosed under “The Merger Proposal (Proposal 1)—Interests of LHC’s Executive Officers and Directors in the Merger—Potential Merger-Related Payments to Named Executive Officers,” including the table, associated footnotes and narrative discussion, is hereby APPROVED.”

The vote on the Named Executive Officer Merger-Related Compensation Proposal is a vote separate and apart from the vote on the Merger Proposal. Accordingly, you may vote to approve the Merger Proposal and vote not to approve the Named Executive Officer Merger-Related Compensation Proposal, and vice versa. Because the vote to approve the Named Executive Officer Merger-Related Compensation Proposal is only advisory in nature, it will not be binding on LHC, UnitedHealth Group or the Surviving Corporation. Accordingly, because LHC is contractually obligated to pay such merger-related compensation, the compensation will be paid or payable, subject only to the conditions applicable thereto, if the Merger Proposal is approved, regardless of the outcome of the advisory vote.

Approval of the Named Executive Officer Merger-Related Compensation Proposal (on a non-binding basis) requires the affirmative vote of the holders of a majority in voting power of the shares of LHC Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on such matter at the Special Meeting. As a result, abstentions will have the same effect as a vote “AGAINST” the Named Executive Officer Merger-Related Compensation Proposal, but neither (i) a failure to vote by a stockholder of record nor (ii) a broker non-vote will have any effect on the outcome of the proposal, assuming that a quorum exists. If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy, the proxy will have the same effect as a vote “FOR” the Named Executive Officer Merger-Related Compensation Proposal. For further information please see the sections entitled “The Special Meeting - Quorum”, “The Special Meeting – Required Vote”, “The Special Meeting – Abstentions and Broker Non-Votes”, and “The Special Meeting – Failure to Vote”. The Board unanimously recommends that the LHC stockholders vote “FOR” the Named Executive Officer Merger-Related Compensation Proposal.

LHC stockholders are being asked to approve a proposal that will give us authority from the stockholders to adjourn the Special Meeting for the purpose of soliciting additional proxies in favor of the Merger Proposal if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal. If a quorum is not present, the person presiding at the Special Meeting may adjourn the Special Meeting from time to time until a quorum is present.

In addition, the Board could postpone the Special Meeting before it commences, subject to the terms of the Merger Agreement. If the Special Meeting is adjourned or postponed, stockholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the proposals. If the adjournment is for more than 30 days, or if, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of the shares of LHC Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on such matter at the Special Meeting. As a result, abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal, but neither (i) a failure to vote by a stockholder of record nor (ii) a broker non-vote will have any effect on the outcome of the proposal, assuming that a quorum exists. If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy, the proxy will have the same effect as a vote “FOR” the Adjournment Proposal. LHC does not intend to call a vote on this proposal if the Merger Proposal has been approved at the Special Meeting. For further information please see the sections entitled “The Special Meeting - Quorum”, “The Special Meeting – Required Vote”, “The Special Meeting – Abstentions and Broker Non-Votes”, and “The Special Meeting – Failure to Vote”.

The Board unanimously recommends that the LHC stockholders vote “FOR” the Adjournment Proposal.

LHC Common Stock trades on NASDAQ under the symbol “LHCG”. As of May 16, 2022, there were 31,027,698 shares of LHC Common Stock outstanding. The following table shows the high and low closing sales price of LHC Common Stock for the periods indicated, as reported on NASDAQ.

The closing sales price of LHC Common Stock on NASDAQ on May 16, 2022, the latest practicable date before the printing of this proxy statement, was $164.48 per share. The closing trading price of LHC Common Stock on NASDAQ on March 25, 2022, the last trading day prior to the date of the Merger Agreement, was $153.21 per share. You are urged to obtain current market quotations for LHC Common Stock on NASDAQ when considering whether to approve the Merger Proposal.

At the close of business on May 16, 2022, 31,027,698 shares of LHC Common Stock were issued and outstanding, held by approximately 494 holders of record.

We have not paid any cash dividends on our common stock during the periods presented. We do not intend to pay cash dividends to our common stockholders for the foreseeable future and intend to retain earnings, if any, for future operation and expansion of our business. Under the terms of the Merger Agreement, from the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, we may not declare or pay dividends to our stockholders without UnitedHealth Group’s written consent.

The table and accompanying footnotes below show information regarding the beneficial ownership of LHC Common Stock as of May 16, 2022 by: (i) each person who is known by us to own beneficially more than 5% of LHC Common Stock, (ii) each director (who was serving as a director as of that date) and nominee for director, (iii) each named executive officer, and (iv) all current directors and executive officers as a group.

This information has been provided by each of the directors, executive officers and nominees at the request of LHC or derived from statements filed with the SEC pursuant to Section 13(d) or 13(g) of the Exchange Act. Beneficial ownership of securities as shown below has been determined in accordance with applicable guidelines issued by the SEC and includes the possession, directly or indirectly, through any formal or informal arrangement, either individually or in a group, of voting power (which includes the power to vote, or to direct the voting of, such security) and/or investment power (which includes the power to dispose of, or to direct the disposition of, such security). As of May 16, 2022, 31,027,698 shares of LHC Common Stock were outstanding.

Except as otherwise indicated and subject to applicable community property laws, each owner has sole voting and investment power with respect to the securities listed.

The following is a summary of the material U.S. federal income tax consequences of the Merger to “U.S. holders” and “non-U.S. holders” (in each case, as defined below) of LHC Common Stock whose shares of common stock are converted into the right to receive cash in the Merger. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable United States Treasury regulations, judicial authority, administrative interpretations, and administrative rulings in effect as of the date of this proxy statement, all of which may change, possibly with retroactive effect. This summary is general in nature and does not purport to be a complete analysis of all potential tax effects of the Merger.

This discussion addresses only the consequences of the exchange of shares of LHC Common Stock held as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). It does not consider the effect of the Medicare tax on net investment income or any applicable state, local or foreign income tax laws, or of any non-income tax laws. In addition, this discussion does not address all aspects of U.S. federal income tax consequences that may be relevant to a holder in light of the holder’s particular circumstances or to holders subject to special rules, such as:

If an entity or arrangement that is classified as a partnership for U.S. federal income tax purposes holds LHC Common Stock, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding LHC Common Stock and partners in such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of the Merger to them.

Please consult your own tax advisor regarding the consequences of the Merger to you in light of your particular circumstances under the Code and the laws of any other taxing jurisdiction.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of LHC Common Stock that is:

General. The exchange of LHC Common Stock for cash in the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder whose shares of LHC Common Stock are converted into the right to receive cash in the Merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of merger consideration received with respect to such shares under the Merger Agreement and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis will generally equal the price the U.S. holder paid for such shares. Gain or loss will be determined separately for each block of shares of LHC Common Stock (i.e., shares of LHC Common Stock acquired at the same cost in a single transaction). If a U.S. holder acquired different blocks of shares of LHC Common Stock at different times or different prices, such U.S. holder must determine its adjusted tax basis and holding period separately with respect to each block of shares of LHC Common Stock that it holds.

Such gain or loss generally will be treated as long-term capital gain or loss if the U.S. holder has held the shares of LHC Common Stock for more than one year at the time of the Effective Time. Long-term capital gains of non-corporate U.S. holders (including individuals) are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding. Information reporting and backup withholding (currently at a rate of 24%) may apply to payments made in connection with the Merger. Backup withholding will not apply, however, to a U.S. holder of LHC Common Stock who (1) furnishes a correct taxpayer identification number (“TIN”), certifies that such holder is not subject to backup withholding on Internal Revenue Service (“IRS”) Form W-9 (or appropriate successor form) included in the transmittal materials that such holder will receive, and otherwise complies with all applicable requirements of the backup withholding rules; or (2) provides proof that such holder is otherwise exempt from backup withholding. Backup withholding is not an additional tax, and any amounts withheld under the backup withholding rules may be refunded or credited against a holder’s U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the IRS in a timely manner. The IRS may impose a penalty upon any taxpayer that fails to provide the correct TIN.

General. A non-U.S. holder’s receipt of cash in exchange for shares of LHC Common Stock pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

A non-U.S. holder described in the first bullet point immediately above will generally be subject to regular U.S. federal income tax on any gain realized as if the non-U.S. holder were a U.S. holder. If such non-U.S. holder is a foreign corporation, it may also be subject to a “branch profits tax” equal to 30% of its effectively connected earnings and profits (or such lower rate as may be specified by an applicable income tax treaty). An individual non-U.S. holder

described in the second bullet point immediately above will be subject to tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on any gain realized, which may be offset by U.S.-source capital losses recognized in the same taxable year, even though the individual is not considered a resident of the United States.

Generally, a corporation is a “United States real property holding corporation” if the fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business (all as determined for U.S. federal income tax purposes). We believe we are not and do not anticipate becoming a United States real property holding corporation for U.S. federal income tax purposes.

Information Reporting and Backup Withholding. Information reporting and backup withholding will generally apply to payments made pursuant to the Merger to a non-U.S. holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies its status as a non-U.S. holder and satisfies certain other requirements, or otherwise establishes an exemption. Copies of applicable information returns reporting such payments and any withholding may also be made available to the tax authorities in the non-U.S. holder’s country in which such holder resides under the provisions of an applicable treaty or agreement. Generally, information reporting and backup withholding will not apply to a payment of disposition proceeds to a non-U.S. holder where the transaction is effected outside the United States through a non-U.S. office of a broker. However, for information reporting purposes, dispositions effected through a non-U.S. office of a U.S. broker or a non-U.S. broker with substantial U.S. ownership or operations generally will be treated in a manner similar to dispositions effected through a U.S. office of a broker. A non-U.S. holder must generally submit an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable IRS Form W-8) attesting to its exempt foreign status in order to qualify as an exempt recipient. Notwithstanding the foregoing, backup withholding and information reporting may apply if we, the paying agent or UnitedHealth Group has actual knowledge, or reason to know, that a non-U.S. holder is a United States person. Backup withholding is not an additional tax. Rather, any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder can be refunded or credited against the non-U.S. holder’s U.S. federal income tax liability, if any, provided that an appropriate claim is timely filed with the IRS.

THIS DISCUSSION IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. WE URGE YOU TO CONSULT WITH YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE MERGER ARISING UNDER THE FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

If the Merger is completed on the expected timeline, LHC will not hold a regular annual meeting in 2022. If, however, the Merger is not completed and LHC holds a regular annual meeting in 2022, in order to be considered for inclusion in the proxy statement and form of proxy relating to the 2022 annual meeting, stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act (“Rule 14a-8”) must have been received by LHC no later than December 31, 2021 and otherwise comply with the requirements of Rule 14a-8.

Separate and apart from the requirements of Rule 14a-8 relating to inclusion of stockholders’ proposal in LHC’s proxy statement, LHC’s bylaws require notice of nominations of directors or any other action to be brought before the 2022 annual meeting, in the event it is held, to be received by LHC in writing at its principal executive offices no earlier than January 30, 2022 and no later than March 1, 2022. If the date of the 2022 annual meeting is more than 30 days before or after June 10, 2022 (the anniversary date of the 2021 annual meeting), to be timely, the LHC stockholder must deliver notice no later than the close of business on the later of 90 days prior to the 2022 annual meeting or 10 days following the day on which LHC first makes public announcement of the date of the 2022 annual meeting. All stockholder proposals and director nominations must comply with the requirements of the LHC bylaws.

The SEC’s proxy rules permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies.

While LHC does not household, a number of brokerage firms with account holders who are LHC stockholders household proxy materials, delivering a single set of proxy materials to multiple stockholders sharing an address, unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can request, and LHC will promptly deliver, a separate copy of the proxy statement by writing to our Corporate Secretary at LHC Group, Inc., 901 Hugh Wallis Road South, Lafayette, Louisiana 70508.

Investors will be able to obtain free of charge this proxy statement and other documents filed with the SEC at the SEC’s website at http://www.sec.gov. In addition, this proxy statement and our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through our website at www.lhcgroup.com as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information located on, or hyperlinked or otherwise connected to, LHC’s website is not, and shall not be deemed to be, a part of this proxy statement or incorporated into any other filings that we make with the SEC.

The SEC allows us to “incorporate by reference” documents we file with the SEC into this proxy statement, which means that we can disclose important information to you by referring you to other documents filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement, except that information that we file later with the SEC will automatically update and supersede this information. This proxy statement incorporates by reference the documents listed below that have been previously filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules, including information furnished under Item 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits):

We also incorporate by reference into this proxy statement additional documents that LHC may file with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act, from the date of this proxy statement until the date of the Special Meeting; provided, however, that we are not incorporating by reference any additional documents or information furnished and not filed with the SEC.

The directors, executive officers and certain other members of management and employees of LHC may be deemed “participants” in the solicitation of proxies from LHC stockholders in favor of the proposed merger. You can find information about LHC’s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on February 24, 2022, as amended by that certain Form 10-K/A filed on April 27, 2022.

You may request a copy of documents incorporated by reference at no cost, by writing to our Corporate Secretary at LHC Group, Inc., 901 Hugh Wallis Road South, Lafayette, Louisiana 70508.

THIS PROXY STATEMENT DOES NOT CONSTITUTE THE SOLICITATION OF A PROXY IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH PROXY SOLICITATION IN THAT JURISDICTION. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE INTO THIS PROXY STATEMENT

TO VOTE YOUR SHARES AT THE SPECIAL MEETING. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT. THIS PROXY STATEMENT IS DATED MAY 17, 2022. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND THE MAILING OF THIS PROXY STATEMENT TO STOCKHOLDERS DOES NOT CREATE ANY IMPLICATION TO THE CONTRARY.