8-K

UNITED STATESSECURITIES 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

Date of Report (Date of Earliest Event Reported): August 1, 2011

MedAssets, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33881	51-0391128
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 North Point Center E, Suite 200, Alpharetta, Georgia	30022
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 678-323-2500

Not Applicable

(Former name or former 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:

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

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

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

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

Item 2.02     Results of Operations and Financial Condition.

On August 1, 2011, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the second quarter ended June 30, 2011. A copy of the press release is attached as Exhibit 99.1 and is being incorporated herein by reference.

The Item 2.02 of this Form 8-K and the information incorporated by reference herein, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated August 1, 2011.
	This exhibit is furnished pursuant to Item 2.02 and shall not be deemed to be “filed.”

SIGNATURES

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 hereunto duly authorized.

	MedAssets, Inc.
August 1, 2011	By:	/s/ Charles O. Garner
		Name: Charles O. Garner
		Title: Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated August 1, 2011.

EX-99.1

Exhibit 99.1

MedAssets Reports Second Quarter and Six-Month 2011 Financial Results

ATLANTA--(BUSINESS WIRE)--August 1, 2011--MedAssets, Inc. (NASDAQ: MDAS) today announced results for its second quarter and six months ended June 30, 2011. Second quarter results are summarized in the table below:

(In millions, except per share)		2Q-11			2Q-10 a	2Q-10 a,b
Net Revenue:					Recast	Non-GAAP Acquisition- Affected and Recast
Spend and Clinical Resource Mgmt (SCM)		$	91.1		$ 42.6		$	86.4
Revenue Cycle Management (RCM)			56.3		52.5			52.5
Total Net Revenue			147.4		95.1			138.9
Non-GAAP acquisition-related purchase
accounting revenue adjustment c	0.5				--			--
Total non-GAAP Net Revenue	147.9b				95.1			138.9
Net (loss) income	(2.5			)	3.3			(7.5	)
(Loss) earnings per share (EPS) – diluted	(0.04			)	0.06		NA
Non-GAAP adjusted EBITDA	44.3				25.4			37.5
Non-GAAP cash EPS - diluted	$ 0.23				$ 0.17		NA
Weighted average shares – diluted d	57.4				59.5		NA
(a) The Company moved its Decision Support Services (DSS) operating unit from the RCM segment to the SCM segment on January 1, 2011. Recast results assume the DSS operating unit was part of the SCM segment on January 1, 2010.
(b) Non-GAAP acquisition-affected results assume The Broadlane Group (Broadlane) acquisition occurred on January 1, 2010.
(c) Non-GAAP acquisition-related purchase accounting revenue adjustment reflects net revenue that would have been recognized after completion of the Broadlane acquisition if not for the GAAP-related purchase accounting adjustment. A detailed explanation is provided under “Use of Non-GAAP Financial Measures.”
(d) Given the Company’s net loss in both the second quarter and six months ended June 30, 2011, basic and diluted weighted average shares are the same.

Net Revenue

Second Quarter

Total net revenue for the second quarter of 2011 increased 54.9% to $147.4 million from $95.1 million in the second quarter of 2010, due primarily to the acquisition of Broadlane on November 16, 2010.

Comparing period-over-period organic growth, non-GAAP acquisition-affected total net revenue of $147.9 million in the second quarter of 2011 increased 6.4% from non-GAAP acquisition-affected total net revenue of $138.9 million in the second quarter of 2010. Total non-GAAP acquisition-affected net revenue in the SCM segment grew 6.0% to $91.6 million from non-GAAP acquisition-affected net revenue of $86.4 million in the second quarter of 2010 due to solid growth in group purchasing-related administrative fees, partially offset by lower DSS revenue. Total net revenue from the RCM segment increased 7.2% to $56.3 million from $52.5 million in the second quarter of 2010 as services-related revenue grew 23.3% and technology-related revenue was essentially flat versus the second quarter last year.

Six Month Period

Total net revenue for the first half of 2011 increased 47.4% to $277.9 million from $188.5 million in the first half of 2010, due primarily to the acquisition of Broadlane.

Comparing period-over-period organic growth, non-GAAP acquisition-affected total net revenue of $284.0 million in the first half of 2011 increased 3.3% from non-GAAP acquisition-affected total net revenue of $274.8 million in the first half of 2010. Total non-GAAP acquisition-affected net revenue in the SCM segment grew 3.6% to $176.5 million from non-GAAP acquisition-affected net revenue of $170.4 million in the first half of 2010. Total net revenue from the RCM segment increased 3.0% to $107.5 million from $104.4 million in the first half of 2010 as technology-related revenue grew 4.8% but was offset by a 0.9% decline in services-related revenue.

Non-GAAP Adjusted EBITDA

Second Quarter

In the second quarter of 2011, total non-GAAP adjusted EBITDA was $44.3 million, or 30.0% of total net revenue, a 74.4% increase over total non-GAAP adjusted EBITDA of $25.4 million, or 26.7% of total net revenue, in the second quarter of 2010.

Comparing period-over-period organic growth, total non-GAAP acquisition-affected adjusted EBITDA in the second quarter of 2011 was $44.3 million, or 29.9% of non-GAAP acquisition-affected total net revenue, a 17.9% increase from non-GAAP acquisition-affected adjusted EBITDA of $37.5 million, or 27.0% of non-GAAP acquisition-affected total net revenue, in the second quarter of 2010.

Six Month Period

In the first half of 2011, total non-GAAP adjusted EBITDA was $85.2 million, or 30.7% of total net revenue, a 60.2% increase over total non-GAAP adjusted EBITDA of $53.2 million, or 28.2% of total net revenue, in the first half of 2010.

Comparing period-over-period organic growth, total non-GAAP acquisition-affected adjusted EBITDA in the first half of 2011 was $85.2 million, or 30.0% of non-GAAP acquisition-affected total net revenue, an increase of 12.0% from non-GAAP acquisition-affected adjusted EBITDA of $76.1 million, or 27.7% of non-GAAP acquisition-affected total net revenue, in the first half of 2010.

Net (Loss) Income and Per Share

Second Quarter

Net loss in the second quarter of 2011 was $2.5 million, or a loss of $0.04 per diluted share, versus net income of $3.3 million, or earnings of $0.06 per diluted share, in the second quarter of 2010. The net loss in the second quarter of 2011 was primarily due to acquisition and integration-related costs as well as increased amortization and interest expense related to the acquisition of Broadlane.

Non-GAAP cash EPS, defined as EPS excluding non-cash acquisition-related intangible amortization, share-based compensation, acquisition-related expenses and other non-recurring items on a tax-adjusted basis, was $0.23 per diluted share in the second quarter of 2011, versus non-GAAP cash EPS of $0.17 per diluted share in the second quarter of 2010.

Six Month Period

Net loss in the first half of 2011 was $18.7 million, or a loss of $0.33 per diluted share, versus net income of $8.8 million, or earnings of $0.15 per diluted share, in the first half of 2010. The net loss in the first half of 2011 was primarily due to acquisition and integration-related costs as well as increased amortization and interest expense related to the acquisition of Broadlane.

Non-GAAP cash EPS was $0.40 per diluted share in the first half of 2011, versus non-GAAP cash EPS of $0.36 per diluted share in the first half of 2010.

Cash Flow and Capital Resources

Net cash provided by operating activities in the first six months of 2011 increased 4.2% to $37.3 million from $35.8 million in the first half of 2010. The company’s balance sheet at June 30, 2011 included $890.0 million in total bank and bond debt, net of cash and cash equivalents, which represented leverage of approximately 5.0 times trailing 12-month non-GAAP acquisition-affected adjusted EBITDA.

2011 Financial Guidance

MedAssets full-year 2011 non-GAAP acquisition-affected total net revenue guidance was lowered by approximately 2.4% to a range of $575-587 million. SCM segment acquisition-affected net revenue guidance was maintained in the range of $359-367 million, and RCM segment net revenue guidance was reduced by approximately 6.0% to $214-222 million. The company’s non-GAAP adjusted EBITDA guidance was narrowed to $185-189 million and non-GAAP diluted cash EPS to $0.96-1.02.

Contracted Revenue Estimates

At June 30, 2011, the Company’s rolling 12-month non-GAAP contracted revenue was an estimated $558.3 million ($344.1 million from the SCM segment and $214.2 million from the RCM segment). This is a sequential increase of 0.5% from the first quarter of 2011.

Conference Call Information
Time/Date:	5:00 p.m. ET today, Monday, August 1, 2011
Phone:	866-811-1812 (or 702-696-4559 international/local), conference ID 81444869
Webcast:	http://ir.medassets.com, “Events & Presentations” page
Replay:	Webcast will be archived for at least 30 days, or call 800-642-1687 (conf ID # 81444869)

The Company intends to file its Form 10-Q with the Securities and Exchange Commission on or before August 9, 2011. This filing will contain additional information about the Company’s results of operations.

About MedAssets

MedAssets (NASDAQ: MDAS) partners with healthcare providers to improve financial strength by implementing spend management and revenue cycle management solutions that help control cost, improve margins and cash flow, increase regulatory compliance and optimize operational efficiency. MedAssets serves more than 180 health systems, 4,000 hospitals and 90,000 non-acute healthcare providers. The company currently manages $45 billion in supply spend and touches over $316 billion in total patient revenue annually through its revenue cycle solutions. For more information, go to www.medassets.com.

Use of Non-GAAP Financial Information

In order to provide investors with greater insight, promote transparency and allow for a more comprehensive understanding of the information used by management and the board of directors in their financial and operational decision-making, the Company supplements its condensed consolidated financial statements presented on a GAAP basis herein with the following non-GAAP financial information: gross fees; gross administrative fees; revenue share obligation; EBITDA; adjusted EBITDA; adjusted EBITDA margin; acquisition-affected total net revenue; acquisition-affected EBITDA; acquisition-affected adjusted EBITDA; acquisition-affected adjusted EBITDA margin; acquisition-related purchase accounting revenue adjustment; acquisition-related spend management adjustments; diluted cash EPS; and contracted revenue. Reconciliations of these non-GAAP measures to their most directly comparable GAAP measures, where possible, are included in the accompanying financial schedules. Also, see "Use of Non-GAAP Financial Measures" following the financial schedules for more information.

Safe Harbor Statement

This Press Release contains forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include the intent, belief or current expectations of the Company and its management team with respect to the Company’s future business operations that include, but are not limited to: 2011 financial guidance, costs and revenue growth, margin and other financial projections; contracted revenue forecasts; and the Company’s ability to successfully integrate and capitalize on synergies associated with the acquisition of Broadlane and any other future acquisitions. Investors are cautioned that any forward-looking statements are not guarantees of future performance, and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those contemplated by the forward-looking statements in this Press Release include, but are not limited to: failure to realize improvements in performance, efficiency and profitability; failure to complete anticipated sales under negotiations; failure to successfully implement revenue backlog; lack of revenue growth; client losses; and adverse developments with respect to the operation or performance of the Company’s business units or the market price of its common stock. Additional factors that could cause actual results to differ materially from those contemplated within this Press Release can also be found in the Company’s Risk Factor disclosures in its Form 10-K for the year ended December 31, 2010 and Form 10-Q for the quarter ended March 31, 2011, each filed with the Securities and Exchange Commission and available at http://ir.medassets.com. The Company disclaims any responsibility to update any forward-looking statements.

mdas/F

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
In 000s, except per share data	Three Months Ended								Six Months Ended
	June 30,								June 30,
	2011			2010			% Change		2011			2010			% Change
Revenue:
Administrative fees, net	$	59,815		$	27,964		113.9	%	$	116,397		$	56,554		105.8	%
Other service fees		87,559			67,163		30.4	%		161,536			131,979		22.4	%
Total net revenue		147,374			95,127		54.9	%		277,933			188,533		47.4	%
Operating expenses:
Cost of revenue		30,488			22,757		34.0	%		61,043			44,479		37.2	%
Product development expenses		6,202			4,823		28.6	%		12,875			10,193		26.3	%
Selling and marketing expenses		18,000			16,009		12.4	%		30,601			26,677		14.7	%
General and administrative expenses		46,770			31,947		46.4	%		95,911			64,098		49.6	%
Acquisition and integration related expenses		6,828			-		100.0	%		18,971			-		100.0	%
Depreciation		5,228			4,540		15.2	%		10,907			8,833		23.5	%
Amortization of intangibles		20,232			6,026		235.7	%		40,472			12,110		234.2	%
Total operating expenses		133,748			86,102		55.3	%		270,780			166,390		62.7	%
Operating income		13,626			9,025		51.0	%		7,153			22,143		-67.7	%
Other income (expense):
Interest (expense)		(18,075	)		(3,807	)	374.8	%		(36,124	)		(7,739	)	366.8	%
Other income		109			135		-19.3	%		280			202		38.6	%
(Loss) income before income taxes		(4,340	)		5,353		-181.1	%		(28,691	)		14,606		-296.4	%
Income tax (benefit) expense		(1,852	)		2,059		-189.9	%		(10,033	)		5,792		-273.2	%
Net (loss) income		(2,488	)		3,294		-175.5	%		(18,658	)		8,814		-311.7	%
Basic net (loss) income per share		(0.04	)		0.06		na			(0.33	)		0.16		na
Diluted net (loss) income per share	$	(0.04	)	$	0.06		na		$	(0.33	)	$	0.15		na
Weighted average shares — basic		57,357			56,169					57,295			55,994
Weighted average shares — diluted		57,357			59,456		-3.5	%		57,295			59,148		-3.1	%

CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
	June 30,			December 31,
In 000s, except shares	2011			2010
ASSETS
Current assets
Cash and cash equivalents	$	42,159		$	46,836
Accounts receivable, net of allowances of $4,556 and $5,256 as of June 30, 2011 and
December 31, 2010		99,251			100,020
Deferred tax asset, current		19,027			18,087
Prepaid expenses and other current assets		16,863			19,811
Total current assets		177,300			184,754
Property and equipment, net		81,803			77,737
Other long term assets
Goodwill		1,034,764			1,035,697
Intangible assets, net		443,688			484,438
Other		62,168			62,727
Other long term assets		1,540,620			1,582,862
Total assets	$	1,799,723		$	1,845,353
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	17,691		$	18,107
Accrued revenue share obligation and rebates		62,322			57,744
Accrued payroll and benefits		24,383			22,149
Other accrued expenses		19,280			22,268
Deferred revenue, current portion		44,790			36,533
Deferred purchase consideration		121,551			119,912
Current portion of notes payable		6,350			6,350
Current portion of finance obligation		203			186
Total current liabilities		296,570			283,249
Notes payable, less current portion		600,475			628,650
Bonds payable		325,000			325,000
Finance obligation, less current portion		9,398			9,505
Deferred revenue, less current portion		12,831			9,597
Deferred tax liability		133,225			150,887
Other long term liabilities		3,039			2,882
Total liabilities		1,380,538			1,409,770
Stockholders’ equity
Common stock, $0.01 par value, 150,000,000 shares authorized; 58,853,000 and 58,410,000
shares issued and outstanding as of June 30, 2011 and December 31, 2010		589			584
Additional paid in capital		671,365			668,028
Accumulated other comprehensive loss		(1,082	)		-
Accumulated deficit		(251,687	)		(233,029	)
Total stockholders’ equity		419,185			435,583
Total liabilities and stockholders’ equity	$	1,799,723		$	1,845,353

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
	Six Months Ended June 30,
In 000s	2011			2010
Operating activities:
Net (loss) income	$	(18,658	)	$	8,814
Adjustments to reconcile net (loss) income from continuing operations to net cash provided by operating activities:
Bad debt expense		240			437
Depreciation		11,417			10,274
Amortization of intangibles		40,751			12,480
Loss on sale of assets		-			1
Non-cash stock compensation expense		822			6,511
Excess tax benefit from exercise of equity awards		(943	)		(3,061	)
Amortization of debt issuance costs		3,724			915
Noncash interest expense, net		2,034			267
Deferred income tax (benefit) expense		(17,987	)		(247	)
Changes in assets and liabilities		15,907			(607	)
Cash provided by operating activities		37,307			35,784
Investing activities:
Purchases of property, equipment, and software		(5,361	)		(8,021	)
Capitalized software development costs		(10,677	)		(7,719	)
Acquisitions, net of cash acquired		-			(3,160	)
Cash used in investing activities		(16,038	)		(18,900	)
Financing activities:
Repayment of notes payable		(28,175	)		(31,021	)
Repayment of finance obligation		(329	)		(329	)
Excess tax benefit from exercise of equity awards		943			3,061
Issuance of common stock		1,615			5,907
Cash used in financing activities		(25,946	)		(22,382	)
Net decrease in cash and cash equivalents		(4,677	)		(5,498	)
Cash and cash equivalents, beginning of period		46,836			5,498
Cash and cash equivalents, end of period	$	42,159		$	-

SUPPLEMENTAL SEGMENT REPORTING
RECONCILIATION OF SELECTED NON-GAAP MEASURES TO GAAP MEASURES
(UNAUDITED)
In 000s	Three Months Ended June 30,
	2011					2010					% Change
Net revenue						Recast
Revenue Cycle Management ("RCM")	$	56,262				$	52,502				7.2	%
Spend and Clinical Resource Management ("SCM")		91,112					42,625				113.8	%
Total net revenue		147,374					95,127
Non-GAAP acquisition-related purchase accounting
revenue adjustment e		499					-
Other non-GAAP acquisition-related SCM adjustments f		-					43,797
Total non-GAAP acquisition-affected net revenue	$	147,873				$	138,924				6.4	%
Non-GAAP Adjusted EBITDA				% margin					% margin
RCM	$	14,251		25.3	%	$	16,942		32.3	%	-15.9	%
SCM		37,355		41.0	%		15,100		35.4	%	147.4	%
Corporate		(7,328	)				(6,648	)			10.2	%
Total non-GAAP Adjusted EBITDA		44,278		30.0	%		25,394		26.7	%	74.4	%
Non-GAAP acquisition-related SCM adjustments f		-					12,150
Total non-GAAP acquisition-affected Adjusted EBITDA	$	44,278		29.9	%	$	37,544		27.0	%	17.9	%
In 000s	Six Months Ended June 30,
	2011					2010					% Change
Net revenue						Recast
RCM	$	107,487				$	104,404				3.0	%
SCM		170,446					84,129				102.6	%
Total net revenue		277,933					188,533
Non-GAAP acquisition-related purchase accounting
revenue adjustment e		6,063					-
Other non-GAAP acquisition-related SCM adjustments f		-					86,303
Total non-GAAP acquisition-affected net revenue	$	283,996				$	274,836				3.3	%
Non-GAAP Adjusted EBITDA				% margin					% margin
RCM	$	25,721		23.9	%	$	32,387		31.0	%	-20.6	%
SCM		73,505		43.1	%		34,094		40.5	%	115.6	%
Corporate		(14,003	)				(13,275	)			5.5	%
Total non-GAAP Adjusted EBITDA		85,223		30.7	%		53,206		28.2	%	60.2	%
Non-GAAP acquisition-related SCM adjustments f		-					22,853
Total non-GAAP acquisition-affected Adjusted EBITDA	$	85,223		30.0	%	$	76,059		27.7	%	12.0	%
(e) Acquisition-related purchase accounting revenue adjustment reflects the estimated net administrative fee revenue that would have been recognized after completion of the Broadlane acquisition if not for a GAAP-related purchase accounting adjustment.
(f) Acquisition-related SCM adjustments include the historical results of Broadlane's operations from January 1, 2010 through June 30, 2010, inclusive of certain purchase accounting adjustments.
See "Use of Non-GAAP Financial Measures" following financial schedules for more information on non-GAAP measures.

SUPPLEMENTAL REPORTING OF ADJUSTED EBITDA
RECONCILIATION OF SELECTED NON-GAAP MEASURES TO GAAP MEASURES
(UNAUDITED)
In 000s	Three Months Ended June 30,						Six Months Ended June 30,
ACTUAL RESULTS	2011			2010			2011			2010
Net (loss) income	$	(2,488	)	$	3,294		$	(18,658	)	$	8,814
Depreciation		5,228			4,540			10,907			8,833
Depreciation (included in cost of revenue)		254			719			509			1,441
Amortization of intangibles, acquisition-related		20,232			6,026			40,472			12,110
Amortization of intangibles, acquisition-related (included in cost of revenue)		139			185			278			370
Interest expense, net		18,068			3,772			36,110			7,685
Income tax (benefit) expense		(1,852	)		2,059			(10,033	)		5,792
Non-GAAP EBITDA	$	39,581		$	20,595		$	59,585		$	45,045
Share-based compensation		(2,521	)		3,039			822			6,511
Rental income from capitalized building lease		(109	)		(109	)		(218	)		(219	)
Purchase accounting revenue adjustment		499			-			6,063			-
Acquisition and integration related expenses		6,828			1,869			18,971			1,869
Non-GAAP Adjusted EBITDA	$	44,278		$	25,394		$	85,223		$	53,206
	Three Months Ended June 30,						Six Months Ended June 30,
NON-GAAP ACQUISITION-AFFECTED RESULTS	2011			2010			2011			2010
Net (loss) income	$	(2,488	)	$	3,294		$	(18,658	)	$	8,814
Non-GAAP acquisition-related net income (loss)		499			(10,817	)		6,063			(23,202	)
Non-GAAP acquisition-affected net loss	$	(1,989	)	$	(7,523	)	$	(12,595	)	$	(14,388	)
Depreciation		5,228			5,765			10,907			11,314
Depreciation (included in cost of revenue)		254			719			509			1,441
Amortization of intangibles, acquisition-related		20,232			20,479			40,472			41,016
Amortization of intangibles, acquisition-related (included in cost of revenue)		139			185			278			370
Interest expense, net		18,068			17,070			36,110			35,058
Income tax benefit		(1,852	)		(4,201	)		(10,033	)		(7,300	)
Non-GAAP EBITDA	$	40,080		$	32,494		$	65,648		$	67,511
Share-based compensation		(2,521	)		3,264			822			6,946
Rental income from capitalized building lease		(109	)		(109	)		(218	)		(219	)
Acquisition and integration-related expenses		6,828			1,895			18,971			1,821
Non-GAAP Adjusted EBITDA	$	44,278		$	37,544		$	85,223		$	76,059
See "Use of Non-GAAP Financial Measures" following financial schedules for more information on non-GAAP measures.

SUPPLEMENTAL NET INCOME AND EARNINGS PER SHARE REPORTING
RECONCILIATION OF SELECTED NON-GAAP MEASURES TO GAAP MEASURES
(UNAUDITED)
	Three Months Ended June 30,						Six Months Ended June 30,
In 000s, except per share data	2011			2010			2011			2010
Net (loss) income	$	(2,488	)	$	3,294		$	(18,658	)	$	8,814
Pre-tax non-cash, acquisition-related intangible amortization		20,371			6,211			40,750			12,480
Pre-tax non-cash, share-based compensation		(2,521	)		3,039			822			6,511
Pre-tax non-cash, acquisition and integration-related charges		6,828			1,869			18,971			1,869
Pre-tax, purchase accounting adjustment		499			-			6,063			-
Pre-tax, deferred payment interest expense accretion		837			-			1,654			-
Pre-tax, deal related depreciation		546			-			1,091			-
Tax effect on pre-tax adjustments g		(10,624	)		(4,276	)		(27,740	)		(8,271	)
Non-GAAP adjusted net income	$	13,448		$	10,137		$	22,953		$	21,403
Earnings (loss) Per Share (EPS) - diluted	$	(0.04	)	$	0.06		$	(0.33	)	$	0.15
Pre-tax non-cash, acquisition-related intangible amortization		0.35			0.10			0.71			0.21
Pre-tax non-cash, share-based compensation		(0.04	)		0.05			0.02			0.11
Pre-tax non-cash, acquisition and integration-related charges		0.12			0.03			0.33			0.03
Pre-tax, purchase accounting adjustment		0.01			-			0.11			-
Pre-tax, deferred payment interest expense accretion		0.01			-			0.02			-
Pre-tax, deal related depreciation		0.01			-			0.02			-
Tax effect on pre-tax adjustments g		(0.19	)		(0.07	)		(0.48	)		(0.14	)
Non-GAAP cash EPS - diluted	$	0.23		$	0.17		$	0.40		$	0.36
Weighted average shares - diluted (in 000s) h		57,357			59,456			57,295			59,148
(g) This amount reflects the tax impact on the adjustments used to derive Non-GAAP cash EPS - diluted. The Company generally utilizes its effective tax rate for each respective period to calculate the tax effect of each adjustment. Given the impact of the Broadlane acquisition on the Company's 2011 actual effective tax rate, the Company used a tax rate of 40.0% for the three and six months ended June 30, 2011. The effective tax rate for the three months ended June 30, 2011 and 2010 was 42.7% and 38.5%, respectively. The effective tax rate for the six months ended June 30, 2011 and 2010 was 35.0% and 39.7%, respectively.
(h) Given the Company’s net loss in the second quarter and first six months of 2011, basic and fully diluted weighted average shares are the same.
See "Use of Non-GAAP Financial Measures" following financial schedules for more information on non-GAAP measures.

SUPPLEMENTAL 2011 ADJUSTED EBITDA GUIDANCE
RECONCILIATION OF SELECTED NON-GAAP MEASURES TO GAAP MEASURES
(UNAUDITED)
	Guidance Range for
	Twelve Months Ending
In 000s	December 31, 2011
	(Low)			(High)
Net Loss	$	(17,900	)	$	(14,600	)
Depreciation		22,300			22,100
Depreciation (included in cost of revenue)		1,000			1,000
Amortization of intangibles, acquisition-related		80,500			80,500
Amortization of intangibles, acquisition-related (included in cost of revenue)		600			600
Interest expense, net		71,700			71,500
Income tax expense		(8,900	)		(7,300	)
Non-GAAP EBITDA		149,300			153,800
Share-based compensation		7,200			7,100
Acquisition-related charges		22,800			22,400
Rental income from capitalized building lease		(400	)		(400	)
Acquisition-related purchase accounting revenue adjustment		6,100			6,100
Non-GAAP adjusted EBITDA	$	185,000		$	189,000
SUPPLEMENTAL 2011 EARNINGS PER SHARE GUIDANCE
RECONCILIATION OF SELECTED NON-GAAP MEASURES TO GAAP MEASURES
(UNAUDITED)
	Guidance Range for
	Twelve Months Ending
In 000s, except per share data	December 31, 2011
	(Low)			(High)
Net Income	$	(17,900	)	$	(14,600	)
EPS - diluted		(0.31	)		(0.25	)
Pre-tax non-cash, acquisition-related intangible amortization		1.41			1.41
Pre-tax non-cash, acquisition-related intangible depreciation		0.04			0.04
Pre-tax non-cash, share-based compensation		0.12			0.13
Pre-tax acquisition and integration-related charges		0.39			0.40
Pre-tax deferred payment interest expense accretion		0.06			0.06
Pre-tax purchase accounting adjustment		0.11			0.11
Tax effect on pre-tax adjustments i		(0.85	)		(0.85	)
Non-GAAP cash EPS - diluted j	$	0.96		$	1.02
Fully diluted weighted average shares outstanding k		57,500			57,500
(i) This amount reflects the tax impact to the adjustments used to derive estimated Non-GAAP cash EPS - diluted. The Company uses its estimated effective tax rate for each guidance range to tax effect the adjustments. The estimated effective tax rate for the guidance range above is 40.0%.
(j) Column amounts may not add to total amount due to rounding.
(k) Given the Company’s projected net loss for 2011, basic and fully diluted weighted average shares are the same.
See "Use of Non-GAAP Financial Measures" following financial schedules for more information on non-GAAP measures.

SUPPLEMENTAL REVENUE REPORTING
RECONCILIATION OF GROSS FEES (A NON-GAAP MEASURE) TO NET REVENUE
(UNAUDITED)
In 000s	Three Months Ended June 30,
	2011					2010					% Change
Non-GAAP gross administrative fees	$	93,799				$	42,873				118.8	%
Other service fees		87,559					67,163				30.4	%
Non-GAAP gross fees		181,358		RSO %			110,036		RSO %		64.8	%
Non-GAAP revenue share obligation (RSO)		(33,984	)	36.2	%		(14,909	)	34.8	%	127.9	%
Net revenue	$	147,374				$	95,127				54.9	%
NON-GAAP ACQUISITION-AFFECTED RESULTS l											% Change
Non-GAAP gross administrative fees	$	94,343				$	89,521				5.4	%
Other service fees		87,737					81,595				7.5	%
Non-GAAP gross fees		182,080		RSO %			171,116		RSO %		6.4	%
Non-GAAP revenue share obligation		(34,207	)	36.3	%		(32,192	)	36.0	%	6.3	%
Net revenue	$	147,873				$	138,924				6.4	%
In 000s	Six Months Ended June 30,
	2011					2010					% Change
Non-GAAP gross administrative fees	$	184,124				$	85,902				114.3	%
Other service fees		161,536					131,979				22.4	%
Non-GAAP gross fees		345,660		RSO %			217,881		RSO %		58.6	%
Non-GAAP revenue share obligation (RSO)		(67,727	)	36.8	%		(29,348	)	34.2	%	130.8	%
Net revenue	$	277,933				$	188,533				47.4	%
NON-GAAP ACQUISITION-AFFECTED RESULTS l											% Change
Non-GAAP gross administrative fees	$	193,281				$	177,701				8.8	%
Other service fees		163,108					160,340				1.7	%
Non-GAAP gross fees		356,389		RSO %			338,041		RSO %		5.4	%
Non-GAAP revenue share obligation		(72,393	)	37.5	%		(63,205	)	35.6	%	14.5	%
Net revenue	$	283,996				$	274,836				3.3	%
(l) Figures include acquisition-related SCM segment adjustments for the three-month and six-month periods ended June 30, 2011 and 2010.
See "Use of Non-GAAP Financial Measures" following financial schedules for more information on non-GAAP measures.

SUPPLEMENTAL NON-GAAP CONTRACTED REVENUE ESTIMATES m
(UNAUDITED)
		6.30.10			9.30.10		12.31.10			3.31.11	6.30.11
RCM segment		212.5			212.7		211.0			212.6	214.2
SCM segment		154.9			163.3		334.2			342.8	344.1
Total		367.4			376.0		545.2			555.4	558.3
(m) Recast to reflect the move of the Decision Support Services operating unit from the RCM segment into the SCM segment, and includes contracted revenue of $155.4 million and $161.6 million added to the SCM segment from the Broadlane acquisition only for the periods ended 12.31.10 and 3.31.11, respectively. With the completion of the Broadlane acquisition and its integration into a single MedAssets reporting segment, the company is unable to provide separate contracted revenue by the two previously independent organizations.
SUPPLEMENTAL REPORTING OF SHARE-BASED COMPENSATION
EXPENSE INCLUDED IN OPERATING EXPENSES
(UNAUDITED)
In 000s	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2011			2010		2011			2010
Amount of share-based compensation included in:
Cost of revenue		(425	)		661		594			1,227
Product development expense		25			136		80			333
Selling & marketing expense		(540	)		802		(250	)		1,416
General & administrative expense		(1,581	)		1,440		398			3,535
Total n	$	(2,521	)	$	3,039	$	822		$	6,511
(n) During the three months ended June 30, 2011, we recorded an adjustment that reduced our share-based compensation expense by approximately $6,500 based on our probability assessment of performance achievement relating to certain performance-based restricted stock grants and SSAR grants.
See "Use of Non-GAAP Financial Measures" following financial schedules for more information on non-GAAP measures.

Use of Non-GAAP Financial Measures

In order to provide investors with greater insight, promote transparency and allow for a more comprehensive understanding of the information used by management and the board of directors in their financial and operational decision-making, the Company supplements its condensed consolidated financial statements presented on a GAAP basis herein with the following non-GAAP financial information: gross fees; gross administrative fees; revenue share obligation; EBITDA; adjusted EBITDA; adjusted EBITDA margin; acquisition-affected total net revenue; acquisition-affected EBITDA; acquisition-affected adjusted EBITDA; acquisition-affected adjusted EBITDA margin; acquisition-related purchase accounting revenue adjustment; acquisition-related SCM adjustments; diluted cash EPS; and contracted revenue.

These non-GAAP financial measures may have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. The Company compensates for such limitations by relying primarily on the Company’s GAAP results and using non-GAAP financial measures only supplementally. Where possible, the Company provides reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures. Investors are encouraged to carefully review those reconciliations. In addition, because these non-GAAP measures are not measures of financial performance under GAAP and are susceptible to varying calculations, these measures, as defined by the Company, may differ from and may not be comparable to similarly titled measures used by other companies.

Gross fees include gross administrative fees the Company receives pursuant to its vendor contracts and all other fees the Company receives from customers. The Company's revenue share obligation represents the portion of the gross administrative fees the Company is contractually obligated to share with certain of its GPO customers. Net administrative fees (a GAAP measure) are the Company's gross administrative fees net of its revenue share obligation. Total net revenue (a GAAP measure) reflects the Company's gross fees net of its revenue share obligation. These non-GAAP measures assist management and the board of directors and may be helpful to investors in analyzing the Company's growth in its Spend and Clinical Resource Management segment given that administrative fees constitute a material portion of the Company's revenue and are paid to the Company by approximately 1,150 suppliers and other vendors contracted by its GPO, and that the Company's revenue share obligation constitutes a significant outlay to certain of its GPO customers.

The Company defines: EBITDA as net income (loss) before net interest expense, income tax expense (benefit), depreciation and amortization; and adjusted EBITDA as net income (loss) before net interest expense, income tax expense (benefit), depreciation and amortization and other non-recurring, non-cash or non-operating items. EBITDA and adjusted EBITDA are used by the Company to facilitate a comparison of its operating performance on a consistent basis from period to period and provides for a more complete understanding of factors and trends affecting our business. These measures assist management and the board of directors and may be useful to investors in comparing the Company's operating performance consistently over time as it removes the impact of its capital structure (primarily interest charges and amortization of debt issuance costs), asset base (primarily depreciation and amortization) and items outside the control of the management team (taxes), as well as other non-cash (purchase accounting adjustments and imputed rental income) and non-recurring items, from the Company’s operational results. Adjusted EBITDA also removes the impact of non-cash share-based compensation expense and certain acquisition-related charges. EBITDA and adjusted EBITDA are not measures of liquidity under GAAP, or otherwise, and are not alternatives to cash flow from continuing operating activities.

Acquisition-affected results include the activity of Broadlane prior to the Company’s actual ownership. The Broadlane acquisition was consummated on November 16, 2010. These results assume the acquisition of Broadlane occurred on January 1, 2010. Acquisition-affected measures (e.g. acquisition-affected net revenue; acquisition-related SCM adjustments; acquisition-affected EBITDA; acquisition-affected adjusted EBITDA; acquisition-affected adjusted EBITDA margin) are used by management and the board of directors to better understand the results of operations of the Spend and Clinical Resource Management segment. Given the significant impact that this transaction had on the Company during the fiscal year ended December 31, 2010 and in future periods, the Company believes such acquisition-affected measures may be useful and meaningful to investors in their analysis of such results. Non-GAAP acquisition-affected measures are for illustrative and informational purposes only and are not intended to represent or be indicative of what the Company's results of operations would have been if this transaction had occurred at the beginning of 2010. These measures also should not be considered representative of the Company's future results of operations.

Acquisition-related purchase accounting revenue adjustment reflects an estimated reduction of net administrative fee revenue. Under the Company’s revenue recognition policies, administrative fees are recorded as revenue when reported to the Company by vendors. GAAP relating to business combinations requires that the Company estimate the amount of customer supply purchases (the driver of administrative fee revenue) occurring prior to the acquisition closing date and to record the fair value of the administrative fees (the asset) to be received from those purchases as an account receivable and any corresponding revenue share obligation as a liability. As vendor reports are received and cash is collected, the Company will not recognize revenue for this acquisition-related purchase accounting revenue adjustment.

The Company defines diluted cash EPS as earnings per share excluding non-cash acquisition-related intangible amortization and non-recurring expense items on a tax-adjusted basis, non-cash tax-adjusted shared-based compensation expense and certain acquisition-related charges on a tax-adjusted basis. Diluted cash EPS is not a measure of liquidity under GAAP, or otherwise, and is not an alternative to cash flow from continuing operating activities. Diluted cash EPS growth is used by the Company as the financial performance metric tied to the vesting of certain equity awards granted pursuant to the Company’s Long-Term Performance Incentive Plan.  Use of this measure for this purpose allows management and the board of directors to analyze the Company’s operating performance on a consistent basis by removing the impact of certain non-cash and non-recurring items from our operations, and by rewarding organic growth and accretive business transactions.  As a significant portion of senior management’s incentive based compensation is based on the achievement of certain diluted cash EPS growth over time, investors may find such information useful.

Contracted revenue is a forward-looking operating measure used by management and the board of directors to better understand revenue growth trends within the Company's business segments as it reflects the Company’s current estimate of contractually committed revenue to be generated under existing customer contracts in the forward 12-month period. Such information may be useful to investors in their analysis of the Company's revenue growth trends. A reconciliation to the most directly comparable GAAP measure cannot be performed without unreasonable effort.

CONTACT:
MedAssets, Inc.
Robert Borchert, 678-248-8194
rborchert@medassets.com