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

November 2, 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 incorporation)	(Commission File Number)	(I.R.S. Employer Identification 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))

     All statements contained in this Current Report on Form 8-K, other than statements of historical fact, are forward-looking statements, including those regarding: guidance on our future financial results and other projections or measures of our future performance; the amount and timing of the benefits expected from acquisitions, from new products or services and from other potential sources of additional revenue; and expected timing of completion of the sale of Emdeon Business Services and the expected amount and timing of the benefits expected from that transaction. These statements speak only as of the date of this Current Report and are based on our current plans and expectations, and they 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; relationships with customers and strategic partners; difficulties in integrating acquired businesses; changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet and information technology industries; our ability to attract and retain qualified personnel; and the pending sale transaction involving Emdeon Business Services and its effects on that segment and on Emdeon. 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.

Item 2.02. Results of Operations and Financial Condition

     On November 2, 2006, we issued a press release announcing our results for the quarter ended September 30, 2006. A copy of the press release is attached as Exhibit 99.1 to this Current Report. Exhibit 99.2 to this Current Report contains the financial tables that accompanied the press release. Exhibit 99.4 to this Current Report contains an Annex to the press release entitled “Explanation of Non-GAAP Financial Measures.” Exhibits 99.1, 99.2 and 99.4 are 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 any of those exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

     On November 2, 2006, WebMD Health Corp. (which we refer to as WHC) issued a press release announcing its results for the quarter ended September 30, 2006. The Registrant owns approximately 85.6% of the outstanding Common Stock of WHC. A copy of the press release issued by WHC is incorporated by reference, as Exhibit 99.5 hereto, from Exhibit 99.1 to the Current Report on Form 8-K filed today by WHC. A copy of the financial tables that accompanied the WHC press release are incorporated by reference, as Exhibit 99.6 hereto, from Exhibit 99.2 to the Current Report on Form 8-K filed today by WHC. A copy of Annex A to the WHC press release, entitled “Explanation of Non-GAAP Financial Measures,” is incorporated by reference, as Exhibit 99.8, from Exhibit 99.4 to the Current Report on Form 8-K filed today by WHC. Exhibits 99.5, 99.6 and 99.8 to this Current Report are being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall any of those Exhibits be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

2

Item 7.01. Regulation FD Disclosure

     Exhibit 99.3 to this Current Report includes forward-looking financial information that accompanied Exhibit 99.1 and that is expected to be discussed on the previously announced conference call with investors and analysts to be held by Emdeon and WHC at 4:45 p.m., Eastern time, today (November 2, 2006). The call can be accessed 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. In addition, a copy of certain forward-looking financial information that accompanied Exhibit 99.5 and is expected to be discussed on that conference call is incorporated by reference, as Exhibit 99.7 hereto, from Exhibit 99.3 to the Current Report on Form 8-K filed today by WHC. Exhibits 99.3 and 99.7 are being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall either of them be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits. The following exhibits are furnished herewith:

99.1	Press Release, dated November 2, 2006, regarding the Registrant’s results for the quarter ended September 30, 2006
99.2	Financial Tables accompanying Exhibit 99.1
99.3	Financial Guidance Summary accompanying Exhibit 99.1
99.4	Annex A to Exhibits 99.1 through 99.3
99.5	Press Release, dated November 2, 2006, regarding WebMD Health Corp.’s results for the quarter ended September 30, 2006 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by WebMD Health Corp. on November 2, 2006)
99.6	Financial Tables accompanying Exhibit 99.5 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by WebMD Health Corp. on November 2, 2006)
99.7	WebMD Health Corp. Financial Guidance Summary (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by WebMD Health Corp. on November 2, 2006)
99.8	Annex A to Exhibits 99.5 through 99.7 (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K filed by WebMD Health Corp. on November 2, 2006)

3

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: November 2, 2006	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

4

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release, dated November 2, 2006, regarding the Registrant’s results for the quarter ended September 30, 2006
99.2	Financial Tables accompanying Exhibit 99.1
99.3	Financial Guidance Summary accompanying Exhibit 99.1
99.4	Annex A to Exhibits 99.1 through 99.3
99.5	Press Release, dated November 2, 2006, regarding WebMD Health Corp.’s results for the quarter ended September 30, 2006 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by WebMD Health Corp. on November 2, 2006)
99.6	Financial Tables accompanying Exhibit 99.5 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by WebMD Health Corp. on November 2, 2006)
99.7	WebMD Health Corp. Financial Guidance Summary (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by WebMD Health Corp. on November 2, 2006)
99.8	Annex A to Exhibits 99.5 through 99.7 (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K filed by WebMD Health Corp. on November 2, 2006)

EX-99.1

EXHIBIT 99.1

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

EMDEON ANNOUNCES THIRD QUARTER RESULTS

ELMWOOD PARK, NJ (November 2, 2006) — Emdeon Corporation (NASDAQ: HLTH) today announced financial results for the three months ended September 30, 2006.

Kevin Cameron, Chief Executive Officer of Emdeon, said: “During the third quarter we accomplished several important initiatives which began earlier in the year. I am very pleased with their outcome as well as with our financial and operating results for the quarter.”

Key Financial Highlights
Emdeon’s financial results reflect the reclassification of Emdeon Practice Services as a discontinued operation in the current and prior year period, as a result of the completion of the sale of Emdeon Practice Services to Sage Software in September 2006.

Revenue for the third quarter was $299.7 million compared to $261.0 million in the prior year period, an increase of 14.8%. Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) for the third quarter was $59.6 million or $0.20 per share compared to $39.2 million or $0.11 per share a year ago, an increase of 51.9%. Income from continuing operations for the third quarter was $23.7 million or $0.08 per share compared to $12.9 million or $0.03 per share a year ago, an increase of 84.1%. Net income for the third quarter was $381.7 million or $1.27 per share compared to net income of $14.1 million or $0.04 per share a year ago, reflecting a gain of $352.3 million, net of income taxes, on the sale of Emdeon Practice Services to Sage Software in September 2006.

As of September 30, 2006, Emdeon had approximately $947.4 million in cash and short-term investments on a consolidated basis, including $85.1 million in cash and short-term investments held by WebMD Health Corp., its 85.6% owned subsidiary.

Segment Operating Results
Emdeon’s financial results reflect the reclassification of ViPS as a separate business segment. Previously, ViPS had been reported as part of Emdeon Business Services. Prior period results have been reclassified to reflect the current presentation.

Emdeon Business Services segment revenue was $187.3 million for the third quarter compared to $171.4 million in the prior year period, an increase of 9.3%. The increase in Emdeon Business Services revenue was attributable to strength across the business, including remittance and payment solutions, patient billing and direct-to-provider solutions, as well as the impact of the January 8, 2006 postal rate increase. Segment Adjusted EBITDA was $44.5 million compared to $32.3 million in the prior year period, an increase of 37.9%. Operating margins increased to 23.8% compared to 18.8% a year ago, primarily as a result of higher revenue and the continued achievement of operating efficiencies and cost savings.

ViPS segment revenue was $24.8 million for the third quarter compared to $24.3 million in the prior year period. Segment Adjusted EBITDA was $5.3 million compared to $4.0 million in the prior year period, an increase of 32.9%. Operating margins increased to 21.3% compared to 16.4% a year ago primarily as a result of favorable revenue mix.

WebMD segment revenue was $66.6 million for the third quarter compared to $45.1 million in the prior year period, an increase of 47.8%, driven by continued growth in online services. Segment Adjusted EBITDA was $14.6 million compared to $9.1 million, an increase of 61.2% in the prior year, primarily as a result of the increase in revenues.

Porex segment revenue was $21.3 million for the third quarter compared to $20.4 million in the prior year period. Segment Adjusted EBITDA for the second quarter was $6.1 million compared to $6.4 million in the prior year period.

Financial Guidance
A schedule outlining the Company’s financial guidance is attached to this press release.

Analyst and Investor Conference Call
As previously announced, Emdeon and WebMD Health Corp. will host a conference call at 4:45 pm (ET) on November 2, 2006 to discuss their third quarter 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). 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. ViPS provides healthcare analytics, technology and reporting that help government agencies and commercial health plans improve patient outcomes, customer satisfaction and cost savings. 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, including those regarding: guidance on future financial results and other projections or measures of future performance. These statements speak only as of the date of this release and are based on our current plans and expectations, and they 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; difficulties in integrating acquired businesses; 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; our ability to attract and retain qualified personnel; and the pending sale transaction involving Emdeon Business Services and its effects on that segment and on Emdeon. 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.

*****************************

This press release, and the accompanying tables, include both financial measures in accordance with accounting principles generally accepted in the United States of America, or GAAP, as well as non-GAAP financial measures. The tables attached to this press release include reconciliations of non-GAAP financial measures to GAAP financial measures. In addition, an “Explanation of Non-GAAP Financial Measures” is attached to this press release as Annex A.

*****************************

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

-Tables Follow-

EX-99.2

Exhibit 99.2

EMDEON CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2006		2005		2006			2005
Revenue :
Services	$	274,158	$	237,198	$	792,509		$	690,615
Products		25,574		23,824		76,048			72,096
Total revenue		299,732		261,022		868,557			762,711
Cost of operations :
Services		158,967		142,484		472,951			414,533
Products		10,743		9,582		32,974			30,562
Total cost of operations		169,710		152,066		505,925			445,095
Development and engineering		9,243		8,912		27,164			26,595
Sales, marketing, general and administrative		74,050		63,865		216,263			189,292
Depreciation and amortization		18,189		15,801		51,964			44,826
Legal expense		1,023		5,904		1,840			14,347
Advisory expense		2,126		—		4,198			—
Loss on investments		—		—		—			3,642
Loss on redemption of convertible debt		—		—		—			1,902
Interest income		6,599		5,124		15,450			13,380
Interest expense		4,723		2,996		14,082			11,670
Other expense		—		1,863		—			1,863
Income from continuing operations before income tax provision and minority interest		27,267		14,739		62,571			36,859
Income tax provision		3,474		1,851		12,082			3,567
Minority interest in WebMD Health Corp., net of tax		140		38		(653	)		38
Income from continuing operations		23,653		12,850		51,142			33,254
Income from discontinued operations, net of tax		358,048		1,257		370,171			6,868
Net income	$	381,701	$	14,107	$	421,313		$	40,122
Basic income per common share:
Income from continuing operations	$	0.08	$	0.04	$	0.18		$	0.10
Income from discontinued operations		1.25		—		1.29			0.02
Net income	$	1.33	$	0.04	$	1.47		$	0.12
Diluted income per common share:
Income from continuing operations	$	0.08	$	0.03	$	0.17		$	0.09
Income from discontinued operations		1.19		0.01		1.25			0.02
Net income	$	1.27	$	0.04	$	1.42		$	0.11
Weighted-average shares outstanding used in computing income per common share:
Basic		287,967		356,091		286,749			339,576
Diluted		300,012		370,313		297,409			351,875

EMDEON CORPORATION
CONSOLIDATED SEGMENT INFORMATION
(In thousands, except per share data, unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2006			2005			2006			2005
Revenue
Emdeon Business Services	$	187,266		$	171,396		$	557,974		$	516,941
WebMD		66,645			45,094			173,308			119,134
ViPS		24,843			24,278			73,525			66,310
Porex		21,298			20,410			64,544			60,663
Inter-segment eliminations		(320	)		(156	)		(794	)		(337	)
	$	299,732		$	261,022		$	868,557		$	762,711
Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”)
Emdeon Business Services	$	44,547		$	32,297		$	127,519		$	103,315
WebMD		14,633			9,077			30,759			15,100
ViPS		5,302			3,988			15,517			11,992
Porex		6,133			6,385			18,732			17,846
Corporate		(11,000	)		(12,509	)		(33,633	)		(35,894	)
	$	59,615		$	39,238		$	158,894		$	112,359
Adjusted EBITDA per diluted common share (a)	$	0.20		$	0.11		$	0.53		$	0.32
Interest, taxes, non-cash and other items (b)
Depreciation and amortization	$	(18,189	)	$	(15,801	)	$	(51,964	)	$	(44,826	)
Non-cash stock-based compensation		(11,226	)		(1,073	)		(35,235	)		(3,631	)
Non-cash advertising		(1,660	)		(1,986	)		(4,454	)		(6,999	)
Legal expense		(1,023	)		(5,904	)		(1,840	)		(14,347	)
Advisory expense		(2,126	)		—			(4,198	)		—
Interest income		6,599			5,124			15,450			13,380
Interest expense		(4,723	)		(2,996	)		(14,082	)		(11,670	)
Income tax provision		(3,474	)		(1,851	)		(12,082	)		(3,567	)
Minority interest in WebMD Health Corp., net of tax		(140	)		(38	)		653			(38	)
Loss on investments		—			—			—			(3,642	)
Loss on redemption of convertible debt		—			—			—			(1,902	)
Other expense		—			(1,863	)		—			(1,863	)
Income from continuing operations		23,653			12,850			51,142			33,254
Income from discontinued operations, net of tax		358,048			1,257			370,171			6,868
Net income	$	381,701		$	14,107		$	421,313		$	40,122
Basic income per common share:
Income from continuing operations	$	0.08		$	0.04		$	0.18		$	0.10
Income from discontinued operations		1.25			—			1.29			0.02
Net income	$	1.33		$	0.04		$	1.47		$	0.12
Diluted income per common share:
Income from continuing operations	$	0.08		$	0.03		$	0.17		$	0.09
Income from discontinued operations		1.19			0.01			1.25			0.02
Net income	$	1.27		$	0.04		$	1.42		$	0.11
Weighted-average shares outstanding used in computing income per common share:
Basic		287,967			356,091			286,749			339,576
Diluted		300,012			370,313			297,409			351,875

(a)	Adjusted EBITDA per diluted common share is based on the weighted-average shares outstanding used in computing diluted income per common share.
(b)	Reconciliation of Adjusted EBITDA to net income (see Annex A — Explanation of Non-GAAP Financial Measures).

EMDEON CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)

	September 30,		December 31,
	2006		2005
Assets
Cash and cash equivalents	$	875,460	$	155,616
Short-term investments		71,943		267,387
Accounts receivable, net		101,217		195,317
Inventory		9,342		10,791
Prepaid expenses and other current assets		39,889		30,936
Assets held for sale		949,693		—
Assets of discontinued operations		—		254,247
Total current assets		2,047,544		914,294
Marketable equity securities		2,668		4,430
Property and equipment, net		66,907		95,686
Goodwill		288,109		895,975
Intangible assets, net		125,969		235,271
Other assets		68,667		50,027
Total Assets	$	2,599,864	$	2,195,683
Liabilities and Stockholders’ Equity
Accounts payable	$	7,014	$	7,739
Accrued expenses		98,745		170,102
Deferred revenue		76,515		68,390
Liabilities held for sale		85,591		—
Liabilities of discontinued operations		—		68,436
Total current liabilities		267,865		314,667
Convertible notes		650,000		650,000
Other long-term liabilities		14,331		14,518
Minority interest in WebMD Health Corp.		60,413		43,229
Convertible redeemable exchangeable preferred stock		98,709		98,533
Stockholders’ equity		1,508,546		1,074,736
Total Liabilities and Stockholders’ Equity	$	2,599,864	$	2,195,683

EMDEON CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)

	Nine Months Ended
	September 30,
	2006			2005
Cash flows from operating activities:
Net income	$	421,313		$	40,122
Adjustments to reconcile net income to net cash provided by operating activities:
Income from discontinued operations, net of tax		(370,171	)		(6,868	)
Depreciation and amortization		51,964			44,826
Minority interest in WebMD Health Corp., net of tax		(653	)		38
Amortization of debt issuance costs		2,190			1,856
Non-cash advertising		4,454			6,999
Non-cash stock-based compensation		35,235			3,631
Bad debt expense		1,170			1,532
Loss on investments		—			3,642
Loss on redemption of convertible debt		—			1,902
Reversal of income tax valuation allowance applied to goodwill		5,307			4,330
Changes in operating assets and liabilities:
Accounts receivable		(19,930	)		(30,441	)
Inventory		601			472
Prepaid expenses and other, net		(9,701	)		(2,399	)
Accounts payable		825			(6,147	)
Accrued expenses and other long-term liabilities		3,284			10,710
Deferred revenue		9,926			9,430
Net cash provided by continuing operations		135,814			83,635
Net cash provided by discontinued operations		25,985			15,466
Net cash provided by operating activities		161,799			99,101
Cash flows from investing activities:
Proceeds from maturities and sales of available-for-sale securities		831,145			336,014
Purchases of available-for-sale securities		(632,955	)		(516,109	)
Purchases of property and equipment		(38,231	)		(39,107	)
Proceeds received from sale of discontinued operations		524,245			—
Cash paid in business combinations, net of cash acquired		(119,635	)		(74,380	)
Other changes in equity of discontinued operations		28,279			9,116
Net cash provided by (used in) continuing operations		592,848			(284,466	)
Net cash used in discontinued operations		(26,010	)		(18,964	)
Net cash provided by (used in) investing activities		566,838			(303,430	)
Cash flows from financing activities:
Proceeds from issuance of common stock		62,768			43,384
Purchases of treasury stock		(71,843	)		(4,596	)
Net proceeds from issuance of convertible debt		—			289,875
Redemption of convertible debt		—			(86,694	)
Payments of notes payable and other		(359	)		(495	)
Net cash (used in) provided by continuing operations		(9,434	)		241,474
Net cash (used in) provided by discontinued operations		—			—
Net cash (used in) provided by financing activities		(9,434	)		241,474
Effect of exchange rates on cash		616			(1,117	)
Net increase in cash and cash equivalents		719,819			36,028
Change in cash attributable to discontinued operations		25			3,498
Cash and cash equivalents at beginning of period		155,616			39,980
Cash and cash equivalents at end of period	$	875,460		$	79,506

EX-99.3

Exhibit 99.3

2006 Consolidated Financial Guidance Summary
(in millions, except per share data)

	Nine Months Ended			Three Months Ended						Year Ended
	September 30, 2006			December 31, 2006						December 31, 2006
				Range						Range
Revenue	$	868.6		$	305.0		$	310.0		$	1,173.6		$	1,178.6
Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”)(a)	$	158.9		$	60.0		$	63.0		$	218.9		$	221.9
Adjusted EBITDA per diluted common share	$	0.53		$	0.20		$	0.21		$	0.73		$	0.74
Interest income, net		1.4			7.9			8.1			9.3			9.5
Depreciation and amortization		(52.0	)		(21.3	)		(20.4	)		(73.3	)		(72.4	)
Non-cash advertising		(4.5	)		(2.7	)		(2.5	)		(7.2	)		(7.0	)
Non-cash stock-based compensation		(35.2	)		(10.3	)		(10.0	)		(45.5	)		(45.2	)
Legal expense		(1.8	)		—			—			(1.8	)		(1.8	)
Advisory expense		(4.2	)		—			—			(4.2	)		(4.2	)
Income tax provision		(12.1	)		(6.2	)		(5.7	)		(18.3	)		(17.8	)
Minority interest in WebMD Health Corp., net of tax		0.6			(0.6	)		(0.9	)		—			(0.3	)
Income from continuing operations	$	51.1		$	26.8		$	31.6		$	77.9		$	82.7
Income from continuing operations per diluted common share	$	0.17		$	0.09		$	0.10		$	0.26		$	0.28

(a) See Annex A — Explanation of Non-GAAP Financial Measures

Operating Segments

Revenue

*	Emdeon Business Services — Approximately 61% of consolidated revenue in Q4.
*	WebMD — Approximately 24% to 25% of consolidated revenue in Q4.
*	ViPS — Approximately 8% of consolidated revenue in Q4.
*	Porex — Approximately 6% of consolidated revenue in Q4.

Adjusted EBITDA

*	Emdeon Business Services — Approximately 22% of segment revenue in Q4.
*	WebMD — Approximately 26% to 27% of segment revenue in Q4.
*	ViPS — Approximately 20% to 21% of segment revenue in Q4.
*	Porex — Approximately 27% of segment revenue in Q4.
*	Corporate — Approximately 3.4% of consolidated revenue.

Other Assumptions

*	The 2006 Guidance includes actual expenses for the first nine months of 2006, but does not reflect any projected expenses related to either the on-going Department of Justice investigation or advisory expense associated with the sale of a 52% interest in the Emdeon Business Services segment.
*	Non-cash stock-based compensation expense considers the January 1, 2006 adoption of SFAS 123R.
*	2006 Adjusted EBITDA per diluted share and income from continuing operations per diluted share are both calculated on an assumed share count of approximately 300 million.
*	Additional details on WebMD’s guidance can be found in the press release issued by WebMD on November 2, 2006.
*	Does not reflect any adjustments for the pending transaction to sell a 52% interest in Emdeon Business Services.
*	Does not reflect any adjustments for the previously announced Tender Offer.

EX-99.4

EXHIBIT 99.4

ANNEX A

Explanation of Non-GAAP Financial Measures

     The accompanying Emdeon Corporation press release includes both financial measures in accordance with U.S. generally accepted accounting principles, or GAAP, as well as non-GAAP financial measures. The non-GAAP financial measures represent earnings before interest, taxes, non-cash and other items (which we refer to as “Adjusted EBITDA”) and related per share amounts. Adjusted EBITDA should be viewed as supplemental to, and not as an alternative for, “income from continuing operations” calculated in accordance with GAAP. The tables and the financial guidance summary attached to the accompanying press release include reconciliations of non-GAAP financial measures to GAAP financial measures.

     Adjusted EBITDA is used by Emdeon’s management as an additional measure of Emdeon’s overall performance and its reporting segments’ performance for purposes of business decision-making, including developing budgets, managing expenditures, and evaluating potential acquisitions or divestitures. Period-to-period comparisons of Adjusted EBITDA help Emdeon’s management identify additional trends in Emdeon’s and its reporting segments’ financial results that may not be shown solely by period-to-period comparisons of income from continuing operations. In addition, Emdeon uses Adjusted EBITDA in the incentive compensation programs applicable to many of its employees in order to evaluate Emdeon’s performance. Emdeon management recognizes that Adjusted EBITDA has inherent limitations because of the excluded items, particularly those items that are recurring in nature. In order to compensate for those limitations, management also reviews the specific items that are excluded from Adjusted EBITDA, but included in income from continuing operations, as well as trends in those items. The amounts of those items are set forth, for the applicable periods, in the reconciliations of Adjusted EBITDA to income from continuing operations included in the tables and the financial guidance summary attached to the accompanying press release.

     Emdeon believes that the presentation of Adjusted EBITDA is useful to investors in their analysis of Emdeon’s results for reasons similar to the reasons why Emdeon’s management finds it useful and because it helps facilitate investor understanding of decisions made by Emdeon’s management in light of the performance metrics used in making those decisions. In addition, as more fully described below, Emdeon believes that providing Adjusted EBITDA, together with a reconciliation of Adjusted EBITDA to income from continuing operations, helps investors make comparisons between Emdeon and other companies that may have different capital structures, different effective income tax rates and tax attributes, different capitalized asset values and/or different forms of employee compensation. However, Adjusted EBITDA is intended to provide a supplemental way of comparing Emdeon with other public companies and is not intended as a substitute for comparisons based on “income from continuing operations” or “net income” calculated in accordance with GAAP. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measure and income from continuing operations or net income provided by each company under applicable SEC rules.

     The following is an explanation of the items excluded by Emdeon from Adjusted EBITDA but included in income from continuing operations:

• Depreciation and Amortization. Depreciation and amortization expense is a non-cash expense relating to capital expenditures and intangible assets arising from acquisitions that are expensed on a straight-line basis over the estimated useful life of the related assets. Emdeon excludes depreciation and amortization expense from Adjusted EBITDA because it believes (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of Emdeon’s business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired tangible and intangible assets. Accordingly, Emdeon believes this exclusion assists management and investors in making period-to-period comparisons of operating performance. Investors should note that use of tangible and intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also note that such expenses will recur in future periods.

• Stock-Based Compensation Expense. Prior to January 1, 2006, Emdeon accounted for stock-based compensation based upon Accounting Principles Board Opinion No.25 “Accounting for Stock Issued to Employees” (“APB 25”). In accordance with APB 25, stock-based compensation was determined using the intrinsic value method. As of January 1, 2006, Emdeon adopted Statement of Financial Accounting Standards No.123R, “Share-Based Payment” (“SFAS 123R”) and accounts for stock-based compensation under the fair value method. Emdeon utilized the modified prospective transition method under SFAS 123R and, accordingly, prior period results have not been restated. Emdeon believes that excluding the effect of stock-based compensation from Adjusted EBITDA assists management and investors in making period-to-period comparisons in its operating performance that are not impacted by the adoption of SFAS 123R. Additionally, because of alternative available valuation methodologies, subjective assumptions and the variety of award types that companies can use when adopting SFAS 123R, Emdeon believes that excluding stock-based compensation from Adjusted EBITDA assists management and investors in making meaningful comparisons between Emdeon’s operating performance and the operating performance of other companies. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods. Investors should also note that such expenses will recur in the future.

• Non-Cash Advertising Expense. This expense relates to the usage of non-cash advertising obtained from News Corporation (“Newscorp”) in exchange for equity securities issued by Emdeon in 2000. The advertising is available only on various Newscorp properties, primarily its television network and cable channels without any cash cost to Emdeon. The amount of advertising that can be used in any year is subject to annual contractual limitation and expires in 2010. Emdeon does not incur any other cash expenses related to airing of television advertising. Emdeon excludes this expense from Adjusted EBITDA (i) because it is a non-cash expense, (ii) because it is incremental to other non-television cash advertising expense that Emdeon otherwise incurs, (iii) because Emdeon has not and believes it will not incur cash expenses relating to television advertising in the future and (iv) to assist management and investors in comparing its operating results over multiple periods. Investors should note that it is likely that Emdeon derives some benefit from such advertising and that such expenses will recur in the future.

• Interest Income and Expense. Interest income is associated with the level of marketable debt securities and other interest bearing accounts in which Emdeon invests, as well as with interest expenses arising from the capital structure of Emdeon. Interest income and expense varies over

2

time due to a variety of financing transactions and due to acquisitions and divestitures that Emdeon has entered into or may enter into in the future. Emdeon has, in recent periods, issued convertible debentures and preferred stock, repurchased shares in a $549 million cash tender offer and through other repurchase transactions, conducted an initial public offering of equity in its WebMD subsidiary and completed the sale of its Practice Services segment. Emdeon excludes interest income and interest expense from Adjusted EBITDA (i) because these items are not directly attributable to the performance of Emdeon’s business operations and, accordingly, their exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different capital structures. Investors should note that interest income and expense will recur in future periods.

• Income Tax Provision. Emdeon had a net operating loss (NOL) carryforward of approximately $2 billion as of the year ended December 31, 2005. Due to a limited history of generating taxable income, Emdeon maintains a full valuation allowance on these NOL carryforwards. As Emdeon uses these NOL carryforwards, the related valuation allowances are either reversed through the income statement or reversed to goodwill, to the extent those tax benefits were acquired through business combinations. The timing of such reversals is not consistent and as a result, Emdeon’s income tax expense can fluctuate significantly from period to period in a manner not directly related to Emdeon’s operating performance. Emdeon excludes the income tax provision from Adjusted EBITDA (i) because it believes that the income tax provision is not directly attributable to the underlying performance of Emdeon’s business operations and, accordingly, its exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different tax attributes. Investors should note that income tax provision will recur in future periods.

• Minority Interest in WebMD Health Corp. This represents the minority stockholders’ proportionate share of net income or net loss of Emdeon’s majority-owned WebMD subsidiary. The size of this Minority Interest is related to Emdeon’s percentage ownership of WebMD. Changes in that percentage ownership may result from changes in WebMD’s capital structure, including as a result of sales of WebMD equity securities by WebMD or Emdeon or as a result of exercise of WebMD employee stock options. Emdeon excludes Minority Interest from Adjusted EBITDA (i) because it believes that the size of the Minority Interest can vary for reasons not attributable to the underlying performance of Emdeon’s business operations and, accordingly, its exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different capital structures. Investors should note that Minority Interest in WebMD Health Corp. will recur in future periods.

• Other Items. Emdeon engages in other activities and transactions that can impact Emdeon’s overall income from continuing operations. These other items include, but are not limited to, (i) “Legal Expense,” which relates to the on-going Department of Justice investigation, (ii) “Loss on Investments” and “Loss on Redemption of Convertible Debt” which relate to Emdeon’s investing and financing activities and (iii) “Advisory Expense,” which relates to the evaluation by Emdeon’s Board of Directors of strategic alternatives for Emdeon’s Business Services segment. Emdeon excludes these other items from Adjusted EBITDA because it believes these activities or transactions are not directly attributable to the performance of Emdeon’s business operations and, accordingly, their exclusion assists management and investors in making period-to-period comparisons of operating performance. Investors should note that these other items are expected to recur in future periods.

3