8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 20, 2006

Date of Report (Date of earliest event reported)

EMDEON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-24975	94-3236644
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification
incorporation)		No.)

669 River Drive, Center 2
Elmwood Park, New Jersey 07407-1361

(Address of principal executive offices, including zip code)

(201) 703-3400

(Registrant’s telephone number, including area code)

(Former name or address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure

     On October 20, 2006, Emdeon Corporation and WebMD Health Corp., Emdeon’s 85.6% owned subsidiary, issued a joint press release regarding the expected timing for providing the companies’ 2007 financial guidance and other matters. A copy of the press release is attached as Exhibit 99.1 to this Current Report. Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall that exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Events

     On October 20, 2006, we issued a press release announcing that we have commenced a tender offer (the “Tender Offer”) to purchase up to 100,000,000 shares of our common stock at a price per share of $12.25. A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated by reference herein.

     We filed a Schedule TO with respect to the Tender Offer with the Securities and Exchange Commission on October 20, 2006. A copy of an Offer to Purchase with respect to the Tender Offer was attached as Exhibit (a)(1)(A) to the Schedule TO and, pursuant to General Instruction B.3 of Form 8-K, is incorporated herein by this reference. The Offer to Purchase contains a description of the terms and conditions of the Tender Offer and related information, including certain summary pro forma financial information included in Section 10. The summary pro forma financial information gives effect to:

• the recently completed sale of our Emdeon Practice Services segment to Sage Software for $565 million in cash (less $35 million of a security escrow), and the treatment of that segment as a discontinued operation;

• the previously announced sale of a 52% interest in our Emdeon Business Services segment (excluding the ViPS business unit) to an investment vehicle formed for purposes of the acquisition by General Atlantic LLC, including the treatment of our remaining 48% ownership as an equity method investment; and

• the repurchase of 100 million shares of our common stock and the use of approximately $1.225 billion of cash in connection with the Tender Offer.

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Item 9.01. Financial Statements and Exhibits

(c)	Exhibits
	The following exhibits are furnished or filed herewith:

99.1	Press Release, dated October 20, 2006, issued by the Registrant and WebMD Health Corp. regarding the expected timing for providing the companies’ 2007 financial guidance and other matters
99.2	Press Release, dated October 20, 2006, announcing that the Registrant has commenced a tender offer for 100,000,000 shares of its common stock

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	EMDEON CORPORATION
Dated: October 20, 2006	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release, dated October 20, 2006, issued by the Registrant and WebMD Health Corp. regarding the expected timing for providing the companies’ 2007 financial guidance and other matters
99.2	Press Release, dated October 20, 2006, announcing that the Registrant has commenced a tender offer for 100,000,000 shares of its common stock

EX-99.1

EXHIBIT 99.1

Contacts:
Investors:	Media:
Risa Fisher	Jennifer Newman
rfisher@webmd.net	jnewman@webmd.net
212-624-3817	212-624-3912
201-414-2002

EMDEON AND WEBMD ANNOUNCE EXPECTED TIMING FOR PROVIDING 2007 FINANCIAL GUIDANCE

ELMWOOD PARK, N.J. and NEW YORK, N.Y., October 20, 2006 — Emdeon Corporation (Nasdaq: HLTH) and its 85.6% owned subsidiary, WebMD Health Corp. (Nasdaq: WBMD) today announced the expected timing for providing the companies’ 2007 financial guidance.

As a result of the previously announced pending transaction regarding the Emdeon Business Services segment, Emdeon does not intend to provide its financial guidance for 2007 until early 2007. WebMD will provide its financial guidance for 2007 on November 2, 2006, when it reports its results for the quarter ended September 30, 2006. WebMD expects that its financial guidance for 2007, taking into account the May 2007 expiration of its existing agreement with the AOL division of Time Warner (“AOL”), will be within the range of existing published analyst estimates.

Under the AOL Agreement, which was entered into in May 2001 and expires on May 1, 2007, WebMD provides healthcare content, tools and services for use on certain AOL properties. WebMD does not expect its existing agreement with AOL to continue following the expiration of that agreement. The page view traffic from AOL was less than 5% of the aggregate WebMD Health Network page view traffic for the quarter ended June 30, 2006. As a result of the expiration in May 2007, the page view traffic from AOL will no longer be part of the WebMD Health Network. Additionally, revenues and earnings of approximately $5 million per year related to certain contractual guarantees will also end with the expiration of the Agreement.

As previously announced, Emdeon and WebMD will release their respective financial results for the three months ended September 30, 2006 at approximately 4:00 pm (ET) on Thursday, November 2, 2006. The Companies will host a conference call at 4:45 pm (ET) on that day to discuss those results. Investors can access the call via webcast at www.emdeon.com (in the About Emdeon section) or at www.wbmd.com (in the Investor Relations section) at that time. A replay of the call will be available at the same web addresses.

About Emdeon
Emdeon (Nasdaq: HLTH) is a leading provider of business, technology and information solutions that transform both the financial and clinical aspects of healthcare delivery. At the core of Emdeon’s vision is the commitment to connect providers, payers, employers, physicians and consumers in order to simplify business processes, to provide actionable knowledge at the right time and place and to improve healthcare quality.

Emdeon Business Services provides revenue cycle management and clinical communication solutions that enable payers, providers and patients to improve healthcare business processes.

WebMD (Nasdaq: WBMD) provides health information services for consumers, physicians, healthcare professionals, employers and health plans through its public and private online portals and health-focused publications. Porex is a developer, manufacturer and distributor of proprietary porous plastic products and components used in healthcare, industrial and consumer applications.

About WebMD
WebMD Health Corp. (Nasdaq: WBMD) is the leading provider of health information services, serving consumers, physicians, healthcare professionals, employers and health plans through our public and private online portals and health-focused publications. WebMD is a subsidiary of Emdeon Corporation (Nasdaq: HLTH).

The WebMD Health Network reaches approximately 30 million visitors a month through its leading owned and operated health sites that include WebMD Health, Medscape, MedicineNet, eMedicine, eMedicine Health, RxList and theheart.org.

All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding expectations for growth in 2007. These statements are based on Emdeon’s and WebMD’s current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to: market acceptance of Emdeon’s and WebMD’s products and services; Emdeon’s and WebMD’s ability to form and maintain mutually beneficial relationships with customers and strategic partners; and changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet and information technology industries. Further information about these matters can be found in Emdeon’s and WebMD’s Securities and Exchange Commission filings. Except as required by applicable law or regulation, Emdeon and WebMD do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances.

WebMD^® , WebMD Health^®, Emdeon™, Emdeon Business Services™, Medscape^®, eMedicine^® and Summex^®, and POREX^® are trademarks of Emdeon Corporation or its subsidiaries.

EX-99.2

EXHIBIT 99.2

Contacts:
Investors:	Media:
Risa Fisher rfisher@emdeon.com 201-414-2002	Jennifer Newman jnewman@emdeon.com 212-624-3912

EMDEON CORPORATION ANNOUNCES
COMMENCEMENT OF ITS TENDER OFFER

Elmwood Park, N.J. (October 20, 2006) — Emdeon Corporation (Nasdaq: HLTH) announced today that it has commenced its tender offer to purchase up to 100,000,000 shares of its common stock at a price per share of $12.25.

The number of shares proposed to be purchased in the tender offer represents approximately 36% of the Company’s currently outstanding shares. The last reported sales price per share of the Company’s common stock on the NASDAQ Global Market on October 19, 2006 was $11.84 per share.

The tender offer will expire at 5:00 p.m., New York City time, on Monday, December 4, 2006, unless extended by the Company. Tenders of shares must be made on or prior to the expiration of the tender offer and may be withdrawn at any time on or prior to the expiration of the tender offer. Participants in the Emdeon 401(k) Savings and Employee Stock Ownership Plan or the Porex 401(k) Savings Plan whose shares are held by a trustee will receive separate instructions detailing how to tender and to withdraw plan shares.

The tender offer is subject to a number of terms and conditions described in the Offer to Purchase that is being distributed to stockholders, including that the Company complete the previously announced sale of a 52% interest in the businesses comprising the Emdeon Business Services segment, excluding the ViPS business unit.

On the terms and subject to the conditions of the tender offer, the Company’s stockholders will have the opportunity to tender some or all of their shares at a price of $12.25 per share. If stockholders properly tender and do not properly withdraw more than 100,000,000 shares, the Company will purchase shares tendered by those stockholders owning fewer than 100 shares, without pro ration, and all other shares tendered will be purchased on a pro rata basis, subject to the conditional tender offer provisions described in the Offer to Purchase that is being distributed to stockholders. Stockholders whose shares are purchased in the tender offer will be paid $12.25 per share, net in cash, less any applicable withholding taxes and without interest, promptly after the expiration of the tender offer period.

The Dealer Manager for the tender offer is Citigroup Global Markets Inc. The Information Agent for the tender offer is Innisfree M&A Incorporated. The Depositary is American Stock Transfer & Trust Company. The Offer to Purchase, Letter of Transmittal and related documents are being mailed to stockholders of record and also will be made available for distribution to beneficial owners of the Company’s common stock. For questions and information, please call the Information Agent toll free at 1-888-750-5834 or the Dealer Manager toll free at 1-877-531-8365.

None of the Company, its Board of Directors, the Dealer Manager, the Information Agent or the Depositary makes any recommendations to stockholders as to whether to tender or refrain from tendering their shares into the tender offer. Stockholders must make their own decisions as to how many shares they will tender, if any. In so doing, stockholders should read and evaluate carefully the information in the Offer to Purchase and in the related Letter of Transmittal.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF EMDEON CORPORATION COMMON STOCK. THE TENDER OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT THE COMPANY WILL SHORTLY BE DISTRIBUTING TO ITS STOCKHOLDERS AND FILING WITH THE SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER. STOCKHOLDERS AND INVESTORS MAY OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT THE COMPANY WILL SHORTLY BE FILING WITH THE SECURITIES AND EXCHANGE COMMISSION AT THE COMMISSION’S WEBSITE AT WWW.SEC.GOV OR BY CALLING INNISFREE M&A INCORPORATED, THE INFORMATION AGENT FOR THE TENDER OFFER, TOLL-FREE AT 1-888-750-5834. STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER.

About Emdeon

Emdeon (Nasdaq: HLTH) is a leading provider of business, technology and information solutions that transform both the financial and clinical aspects of healthcare delivery. At the core of Emdeon’s vision is the commitment to connect providers, payers, employers, physicians and consumers in order to simplify business processes, to provide actionable knowledge at the right time and place and to improve healthcare quality.

Emdeon Business Services provides revenue cycle management and clinical communication solutions that enable payers, providers and patients to improve healthcare business processes. WebMD (Nasdaq: WBMD) provides health information services for consumers, physicians, healthcare professionals, employers and health plans through its public and private online portals and health-focused publications. Porex is a developer, manufacturer and distributor of proprietary porous plastic products and components used in healthcare, industrial and consumer applications.

All statements contained in this press release, other than statements of historical fact, are forward-looking statements. These statements are based on our current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to: market acceptance of our products and services; our ability to form and maintain mutually beneficial relationships with customers and strategic partners; changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet, information technology and plastics industries; and our ability to attract and retain qualified personnel. Further information about these matters can be found in our Securities and Exchange Commission filings. Except as required by applicable law or regulation, we do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances.

WebMD^® , WebMD Health^®, Emdeon™, Emdeon Business Services™ and POREX^® are trademarks of Emdeon Corporation or its subsidiaries.