AMN HEALTHCARE SERVICES INC

To the Stockholders and Board of Directors

AMN Healthcare Services, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of AMN Healthcare Services, Inc. and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the years in the three‑year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 22, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Professional Liability Reserve

As discussed in Notes 1(j) and 6 to the consolidated financial statements, the Company determines their professional liability accrual by evaluating historical experience, trends, loss reserves, and actuarial studies. As of December 31, 2023, the Company recorded professional liability reserves totaling $44,652 thousand.

We identified the evaluation of the professional liability reserve as a critical audit matter. A high degree of complex and subjective auditor judgment, including the involvement of actuarial professionals with specialized skills and knowledge, was required in evaluating the Company’s actuarial estimates and assumptions, specifically estimates for incurred but not reported claims. Changes in the actuarial estimates or assumptions could have a significant impact on the liability recognized.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the process to estimate the professional liability reserve. This included a control related to the selection of ultimate losses used in the estimates for incurred but not reported claims. We tested the key inputs to determine the incurred but not reported estimate. This included testing data used by the Company’s actuarial specialist to determine the expected loss rates, specifically claims history used in the actuarial models, for consistency with the actual claims incurred and paid by the Company. We also involved actuarial professionals with specialized skills and knowledge, who assisted in evaluating the Company’s actuarial estimates and assumptions, specifically loss rates, by comparing them to the Company’s historical data, and industry and regulatory trends.

Fair value of certain intangible assets acquired in the acquisition of MSDR

As discussed in Note 2 to the consolidated financial statements, on November 30, 2023, the Company acquired MSI Systems Corp. and DrWanted.com LLC (MSDR) for an initial purchase price of $292,818 thousand. In connection with the acquisition, the preliminary allocation of the purchase price included $92,000 thousand of identified intangible assets, including customer relationships of $54,300 thousand and tradenames/trademarks of $26,400 thousand.

We identified the evaluation of the acquisition-date fair value of the customer relationships and tradenames/trademarks intangible assets acquired in the MSDR acquisition as a critical audit matter. A high degree of subjective auditor judgment, including the involvement of valuation professionals with specialized skills and knowledge, was required in evaluating the assumptions used in the valuation models for the customer relationships and tradenames/trademarks intangible assets. The estimated fair values for these intangible assets were sensitive to reasonably possible changes to the following key assumptions for which there was limited market information:

•forecasted revenue growth rates used for the customer relationships and tradenames/trademarks

•tradename/trademark royalty rates used for the tradenames/trademarks

•forecasted annual customer attrition rates used for the customer relationships

•forecasted expenses used for the customer relationships

•discount rate used for the customer relationships and tradenames/trademarks.

The following are the primary audit procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s acquisition-date valuation process, including controls related to the key assumptions. We compared the forecasted revenue growth rates to those of MSDR’s peers, industry reports, and historical actual results for MSDR. We compared forecasted expenses to those of MSDR’s peers and to historical actual results for MSDR. We compared the forecasted annual customer attrition rates to the attrition rates used in previous acquisitions and to historical attrition experienced by MSDR. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:

•evaluating the Company’s tradenames/trademarks royalty rate assumptions by comparing them to licensing transactions for similar intellectual property

•evaluating the Company’s discount rate, by comparing it against a discount rate range that was independently developed using publicly available market data for comparable peers

•developing an estimate of the acquisition-date fair value of the intangible assets using the Company’s cash flow forecast and an independently developed discount rate and comparing the results to the Company’s fair value estimate.

/s/ KPMG LLP

We have served as the Company’s auditor since 2000.

San Diego, California

February 22, 2024