10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

Commission file number 333-182786

EMDEON INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	20-5799664
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
3055 Lebanon Pike, Suite 1000 Nashville, TN	37214
(Address of Principal Executive Offices)	(Zip Code)

(615) 932-3000

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ¨    No  þ*

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	þ  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class	Outstanding as of November 8, 2013
Common Stock, $0.01 par value	100

* The registrant is a voluntary filer of certain reports required to be filed by companies under Section 13 or 15(d) of the Securities and Exchange Act of 1934 and has filed all reports that would have been required to have been filed by the registrant during the preceding 12 months had it been subject to such filing requirements during the entirety of such period.

Emdeon Inc.

Table of Contents

Part I. Financial Information
Item 1. Financial Statements	2
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3. Quantitative and Qualitative Disclosures About Market Risk	57
Item 4. Controls and Procedures	58
Part II. Other Information
Item 1. Legal Proceedings	58
Item 1A. Risk Factors	58
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 3. Defaults Upon Senior Securities	58
Item 4. Mine Safety Disclosures	59
Item 5. Other Information	59
Item 6. Exhibits	59
Signatures	60
Exhibit Index	61

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

2

Emdeon Inc.

Condensed Consolidated Balance Sheets

(unaudited and amounts in thousands, except share and per share amounts)

	September 30, 2013			December 31, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	61,563		$	31,763
Accounts receivable, net of allowance for doubtful accounts of $4,624 and $3,585 at September 30, 2013 and December 31, 2012, respectively		209,039			190,021
Deferred income tax assets		5,578			4,184
Prepaid expenses and other current assets		29,339			28,160
Total current assets		305,519			254,128
Property and equipment, net		279,195			264,852
Goodwill		1,502,361			1,488,134
Intangible assets, net		1,658,049			1,730,089
Other assets, net		19,538			29,694
Total assets	$	3,764,662		$	3,766,897
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	8,495		$	6,223
Accrued expenses		118,414			101,805
Deferred revenues		10,222			9,342
Current portion of long-term debt		22,031			17,595
Total current liabilities		159,162			134,965
Long-term debt, excluding current portion		2,015,743			1,999,414
Deferred income tax liabilities		447,217			466,921
Tax receivable agreement obligations to related parties		143,697			125,003
Other long-term liabilities		16,847			8,443
Commitments and contingencies
Equity:
Common stock (par value, $.01), 100 shares authorized and outstanding at September 30, 2013 and December 31, 2012, respectively		—			—
Additional paid-in capital		1,136,355			1,130,968
Accumulated other comprehensive income (loss)		(1,343	)		(3,789	)
Accumulated deficit		(153,016	)		(95,028	)
Total equity		981,996			1,032,151
Total liabilities and equity	$	3,764,662		$	3,766,897

See accompanying notes to unaudited condensed consolidated financial statements.

3

Emdeon Inc.

Condensed Consolidated Statements of Operations

(unaudited and amounts in thousands)

	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012			Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Revenue	$	323,906		$	297,075		$	941,093		$	877,577
Costs and expenses:
Cost of operations (exclusive of depreciation and amortization below)		197,378			181,818			580,501			534,463
Development and engineering		7,896			8,644			23,263			26,320
Sales, marketing, general and administrative		44,524			37,634			126,580			113,395
Depreciation and amortization		47,181			48,572			137,943			140,354
Accretion		7,112			2,758			18,712			15,104
Operating income		19,815			17,649			54,094			47,941
Interest expense, net		37,000			41,898			116,390			130,539
Loss on extinguishment of debt		—			—			23,160			21,853
Other		(1,046	)		—			(1,046	)		—
Income (loss) before income tax provision (benefit)		(16,139	)		(24,249	)		(84,410	)		(104,451	)
Income tax provision (benefit)		126			(9,093	)		(26,422	)		(36,364	)
Net income (loss)	$	(16,265	)	$	(15,156	)	$	(57,988	)	$	(68,087	)

See accompanying notes to unaudited condensed consolidated financial statements.

4

Emdeon Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(unaudited and amounts in thousands)

	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012			Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Net income (loss)	$	(16,265	)	$	(15,156	)	$	(57,988	)	$	(68,087	)
Other comprehensive income (loss):
Changes in fair value of interest rate swap, net of taxes		(1,064	)		(1,487	)		2,511			(3,821	)
Foreign currency translation adjustment		35			(126	)		(65	)		107
Other comprehensive income (loss)		(1,029	)		(1,613	)		2,446			(3,714	)
Total comprehensive income (loss)	$	(17,294	)	$	(16,769	)	$	(55,542	)	$	(71,801	)

See accompanying notes to unaudited condensed consolidated financial statements.

5

Emdeon Inc.

Condensed Consolidated Statements of Equity

(unaudited and amounts in thousands, except share amounts)

	Common Stock				Additional Paid-in			Retained Earnings			Accumulated Other Comprehensive			Total
	Shares		Amount		Capital			(Deficit)			Income (Loss)			Equity
Balance at January 1, 2012		100	$	—	$	1,120,676		$	(16,693	)	$	(194	)	$	1,103,789
Equity compensation expense		—		—		3,969			—			—			3,969
Issuance of shares in connection with equity compensation plans, net of taxes		—		—		317			—			—			317
Repurchase of Parent common stock		—		—		(317	)		—			—			(317	)
Reclassification of liability awards to equity awards		—		—		3,675			—			—			3,675
Net loss		—		—		—			(68,087	)		—			(68,087	)
Foreign currency translation adjustment		—		—		—			—			107			107
Change in fair value of interest rate swap, net of taxes		—		—		—			—			(3,821	)		(3,821	)
Balance at September 30, 2012		100	$	—	$	1,128,320		$	(84,780	)	$	(3,908	)	$	1,039,632
Balance at January 1, 2013		100	$	—	$	1,130,968		$	(95,028	)	$	(3,789	)	$	1,032,151
Equity compensation expense		—		—		5,637			—			—			5,637
Repurchase of Parent common stock		—		—		(250	)		—			—			(250	)
Net loss		—		—		—			(57,988	)		—			(57,988	)
Foreign currency translation adjustment		—		—		—			—			(65	)		(65	)
Change in fair value of interest rate swap, net of taxes		—		—		—			—			2,511			2,511
Balance at September 30, 2013		100	$	—	$	1,136,355		$	(153,016	)	$	(1,343	)	$	981,996

See accompanying notes to unaudited condensed consolidated financial statements.

6

Emdeon Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited and amounts in thousands)

	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Operating activities
Net income (loss)	$	(57,988	)	$	(68,087	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		137,943			140,354
Accretion		18,712			15,104
Equity compensation		5,637			3,969
Deferred income tax expense (benefit)		(27,884	)		(37,369	)
Amortization of debt discount and issuance costs		6,585			7,613
Change in contingent consideration		1,879			—
Gain on sale of cost method investment		(2,925	)		—
Loss on extinguishment of debt		22,828			18,293
Other		1,068			1,927
Changes in operating assets and liabilities:
Accounts receivable		(15,582	)		(5,547	)
Prepaid expenses and other		(1,804	)		(3,686	)
Accounts payable		685			5,153
Accrued expenses, deferred revenue and other liabilities		20,985			(8,444	)
Tax receivable agreement obligations to related parties		(103	)		(114	)
Net cash provided by (used in) operating activities		110,036			69,166
Investing activities
Purchases of property and equipment		(52,806	)		(40,949	)
Payments for acquisitions, net of cash acquired		(18,291	)		(59,011	)
Proceeds from sale of cost method investment		5,820			—
Net cash provided by (used in) investing activities		(65,277	)		(99,960	)
Financing activities
Proceeds from Term Loan Facility		—			70,351
Debt principal payments		(9,692	)		(9,565	)
Payments on Revolving Facility		—			(15,000	)
Payment of loan costs		(2,178	)		(2,060	)
Repayment of deferred financing arrangements		(2,103	)		—
Repurchase of Parent common stock		(250	)		(317	)
Other		(736	)		(203	)
Net cash provided by (used in) financing activities		(14,959	)		43,206
Net increase (decrease) in cash and cash equivalents		29,800			12,412
Cash and cash equivalents at beginning of period		31,763			37,925
Cash and cash equivalents at end of period	$	61,563		$	50,337

See accompanying notes to unaudited condensed consolidated financial statements.

7

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

1. Nature of Business and Organization

Nature of Business

Emdeon Inc. (the “Company”), through its subsidiaries, is a provider of revenue and payment cycle management and clinical information exchange solutions, connecting payers, providers and patients of the United States healthcare system. The Company’s product and service offerings integrate and automate key business and administrative functions for healthcare payers and healthcare providers throughout the patient encounter, including pre-care patient eligibility and benefits verification and enrollment, clinical information exchange, claims management and adjudication, payment integrity, payment distribution, payment posting and denial management and patient billing and payment processing.

Organization

The Company was formed as a Delaware limited liability company in September 2006 and converted into a Delaware corporation in September 2008 in anticipation of the Company’s August 2009 initial public offering (the “IPO”).

On November 2, 2011, pursuant to an Agreement and Plan of Merger among the Company, Beagle Parent Corp. (“Parent”) and Beagle Acquisition Corp. (“Merger Sub”), Merger Sub merged with and into the Company with the Company surviving the merger (the “Merger”). Subsequent to the Merger, the Company became an indirect wholly-owned subsidiary of Parent, which is controlled by affiliates of The Blackstone Group L.P. (“Blackstone”).

2. Basis of Presentation

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (“SEC”) Guidelines, Rules and Regulations (“Regulation S-X”) and, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of results for the unaudited interim periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The results of operations for the interim period are not necessarily indicative of the results to be obtained for the full fiscal year. All material intercompany accounts and transactions have been eliminated in the unaudited condensed consolidated financial statements.

Reclassifications

Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation.

Recent Accounting Pronouncements

On January 1, 2013, the Company adopted Financial Accounting Standards Board Accounting Standards Update No. 2013-02, which requires an entity to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of its income statement or in its notes, significant amounts reclassified from accumulated other comprehensive income by the net income line item. The adoption of this update had no material impact on the Company’s unaudited condensed consolidated financial statements.

8

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

3. Concentration of Credit Risk

The Company’s revenue is primarily generated in the United States. Changes in economic conditions, government regulations or demographic trends, among other matters, in the United States could adversely affect the Company’s revenue and results of operations.

The Company maintains its cash and cash equivalent balances in either insured depository accounts or money market mutual funds. The money market mutual funds are limited to investments in low-risk securities such as United States or government agency obligations, or repurchase agreements secured by such securities.

4. Business Combinations

In June 2013, the Company acquired all of the equity interests of Goold Health Systems (“Goold”), a technology-enabled provider of pharmacy benefit and related services primarily to State Medicaid agencies across the nation.

In May 2012, the Company acquired all of the equity interests of TC3 Health, Inc. (“TC3”), a technology-enabled provider of cost containment and payment integrity solutions for healthcare payers.

The following table summarizes certain information related to these acquisitions. The preliminary values of the consideration transferred, assets acquired and liabilities assumed in the Goold acquisition, including related tax effects, are subject to receipt of a final valuation and a final working capital settlement.

	Goold			TC3
Total Consideration Fair Value at Acquisition Date:
Cash paid at closing	$	19,391		$	61,351
Contingent consideration		5,495			—
Other		(5	)		383
	$	24,881		$	61,734
Allocation of the Consideration Transferred:
Cash	$	1,100		$	2,340
Accounts receivable		3,435			2,662
Deferred income tax assets		—			348
Prepaid expenses and other current assets		647			155
Property and equipment		7,655			10,414
Identifiable intangible assets:
Tradename		—			530
Noncompetition agreements		490			1,300
Customer relationships		5,170			18,810
Backlog		440			—
Goodwill		14,227			38,634
Accounts payable		(541	)		—
Accrued expenses		(2,156	)		(4,783	)
Deferred revenues		(101	)		—
Current maturities of long-term debt		(218	)		—
Deferred income tax liabilities		(5,267	)		(8,592	)
Other long-term liabilities		—			(84	)
Total consideration transferred	$	24,881		$	61,734

9

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

	Goold		TC3
Acquisition costs in sales, marketing, general and administrative expense:
For the three months ended September 30, 2013	$	18	$	—
For the three months ended September 30, 2012	$	—	$	—
For the nine months ended September 30, 2013	$	280	$	—
For the nine months ended September 30, 2012	$	—	$	513
Other Information:
Gross contractual accounts receivable	$	3,435	$	2,943
Amount not expected to be collected	$	—	$	281
Goodwill expected to be deductible for tax purposes	$	—	$	—
Contingent Consideration Information:
Contingent consideration range		$0-15,000		N/A
Measurement period		July 1, 2013 to September 30, 2014		N/A
Type of measurement		Level 3		N/A
Key assumptions at the acquisition date:
Probability of winning new contracts		10%-50%		N/A
Probability of retaining contracts that expire during the measurement period		90%		N/A
Range of baseline revenue retention for existing customers		75%-125%		N/A
Expected payment date		12/15/2014		N/A
Discount rate		15.4%		N/A
Increase (decrease) to net income:
For the three months ended September 30, 2013	$	1,879	$	—
For the nine months ended September 30, 2013	$	1,879	$	—

The Company generally recognizes goodwill attributable to the assembled workforce and expected synergies among the operations of acquired entities and the Company’s existing operations. In the case of the Company’s acquisitions of operating companies, synergies generally have resulted from the elimination of duplicative facilities and personnel costs and cross selling opportunities among the Company’s existing customer base.

Goodwill is generally deductible for federal income tax purposes when a business combination is treated as an asset purchase. Goodwill is generally not deductible for federal income tax purposes when the business combination is treated as a stock purchase.

5. Goodwill and Intangible Assets

Goodwill activity during the nine months ended September 30, 2013 was as follows:

	Payer		Ambulatory Provider		Provider Revenue Cycle Solutions		Pharmacy		Total
Balance at December 31, 2012	$	712,585	$	289,812	$	315,054	$	170,683	$	1,488,134
Acquisitions		—		—		—		14,227		14,227
Balance at September 30, 2013	$	712,585	$	289,812	$	315,054	$	184,910	$	1,502,361

10

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

Intangible assets subject to amortization as of September 30, 2013 consisted of the following:

	Weighted Average Remaining Life	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	17.6	$	1,646,980	$	(159,879	)	$	1,487,101
Trade names	17.7		156,530		(15,200	)		141,330
Non-compete agreements	2.9		13,290		(5,047	)		8,243
Data sublicense agreement	4.0		31,000		(10,038	)		20,962
Backlog	3.8		440		(27	)		413
Total		$	1,848,240	$	(190,191	)	$	1,658,049

Amortization expense was $78,140 and $84,753 for the nine months ended September 30, 2013 and 2012, respectively.

Aggregate future amortization expense for intangible assets is estimated to be:

2013 (remainder)	$	25,140
2014		100,560
2015		100,154
2016		99,567
2017		96,300
Thereafter		1,236,328
	$	1,658,049

11

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

6. Long-Term Debt

In November 2011, the Company entered into a credit agreement which was comprised of a senior secured term loan facility (the “Term Loan Facility”), a revolving credit facility (the “Revolving Facility”; together with the Term Loan Facility, the “Senior Credit Facilities”), 11% senior notes due 2019 (the “2019 Notes”) and 11.25% senior notes due 2020 (the “2020 Notes”; together with the 2019 Notes, the “Senior Notes”).

Long-term debt as of September 30, 2013 and December 31, 2012, consisted of the following:

	September 30,			December 31,
	2013			2012
Senior Credit Facilities
$1,301 million Senior Secured Term Loan facility, due November 2, 2018, net of unamortized discount of $16,583 and $32,426 at September 30, 2013 and December 31, 2012, respectively (effective interest rate of 4.21%)	$	1,264,908		$	1,258,758
$125 million Senior Secured Revolving Credit facility, expiring on November 2, 2016 and bearing interest at a variable base rate plus a spread rate		—			—
Senior Notes
$375 million 11% Senior Notes due December 31, 2019, net of unamortized discount of $7,883 and $8,506 at September 30, 2013 and December 31, 2012, respectively (effective interest rate of 11.53%)		367,117			366,494
$375 million 11.25% Senior Notes due December 31, 2020, net of unamortized discount of $9,778 and $10,393 at September 30, 2013 and December 31, 2012, respectively (effective interest rate of 11.86%)		365,222			364,607
Obligation under data sublicense agreement		26,863			26,863
Other		13,664			287
Less current portion		(22,031	)		(17,595	)
Long-term debt	$	2,015,743		$	1,999,414

Senior Credit Facilities

The credit agreement governing the Senior Credit Facilities (the “Senior Credit Agreement”) provides that, subject to certain conditions, the Company may request additional tranches of term loans, increase commitments under the Revolving Facility or the Term Loan Facility or add one or more incremental revolving credit facility tranches (provided that the revolving credit commitments outstanding at any time have no more than three different maturity dates) in an aggregate amount not to exceed (a) $300,000 plus (b) an unlimited amount at any time, subject to compliance on a pro forma basis with a first lien net leverage ratio of no greater than 4.00:1.00. Availability of such additional tranches of term loans or revolving credit facilities and/or increased commitments is subject to, among other conditions, the absence of any default under the Senior Credit Agreement and the receipt of commitments by existing or additional financial institutions. Proceeds of the Revolving Facility, including up to $30,000 in the form of borrowings on same-day notice, referred to as swingline loans, and up to $50,000 in the form of letters of credits, are available to provide financing for working capital and general corporate purposes.

Borrowings under the Senior Credit Facilities bear interest at an annual rate equal to an applicable margin plus, at the Company’s option, either (a) a base rate determined by reference to the highest of (i) the applicable prime rate, (ii) the federal funds rate plus 0.50% and (iii) a LIBOR rate determined by reference to the costs of funds for United States dollar deposits for an interest period of one month, adjusted for certain additional costs, plus 1.00%, which base rate, in the case of the Term Loan Facility only, shall be no less than 2.25%, or (b) a LIBOR rate determined by reference to the costs of funds for United States dollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, which, in the case of the Term Loan Facility only, shall be no less than 1.25%.

12

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

In April 2012, the Company amended the Senior Credit Agreement to reprice the Senior Credit Facilities and borrow $80,000 of additional term loans. Following this amendment, the LIBOR-based interest rate on the Term Loan Facility was LIBOR plus 3.75%, compared to the previous interest rate of LIBOR plus 5.50%. The new LIBOR-based interest rate on the Revolving Facility was LIBOR plus 3.50% (with a potential step-down to LIBOR plus 3.25% based on the Company’s first lien net leverage ratio), compared to the previous interest rate of LIBOR plus 5.25% (with a potential step-down to LIBOR plus 5.00% based on the Company’s first lien net leverage ratio).

In April 2013, the Company again amended the Senior Credit Agreement to further reprice, and also to modify certain financial covenants under, the Senior Credit Facilities. Following this amendment, the interest rate on the Term Loan Facility is LIBOR plus 2.50%, compared to the previous interest rate of LIBOR plus 3.75%. The new interest rate on the Revolving Facility is LIBOR plus 2.50%, compared to the previous interest rate of LIBOR plus 3.50% (or 3.25% based on a specified first lien net leverage ratio). The Term Loan Facility remains subject to a LIBOR floor of 1.25%, and there continues to be no LIBOR floor on the Revolving Facility. In connection with the April 2013 repricing, the Senior Credit Agreement also was amended to, among other things, eliminate the financial covenant related to the consolidated cash interest coverage ratio and modify the financial covenant related to the net leverage test by maintaining the required first lien net leverage ratio at its current level of 5.35 to 1.00 for the remaining term of the Senior Credit Facilities.

These amendments to the Senior Credit Agreement resulted in a loss on extinguishment of debt of $23,160 and $21,853 and other expenses related to fees paid to third parties of $1,151 and $3,558, for the nine months ended September 30, 2013 and 2012, respectively, which have been reflected within sales, marketing, general and administrative expense in the accompanying consolidated statements of operations.

In addition to paying interest on outstanding principal under the Senior Credit Facilities, the Company is required to pay customary agency fees, letter of credit fees and a 0.50% commitment fee in respect of the unutilized commitments under the Revolving Facility.

The Senior Credit Agreement requires that the Company prepay outstanding loans under the Term Loan Facility, subject to certain exceptions, with (a) 100% of the net cash proceeds of any incurrence of debt other than debt permitted under the Senior Credit Agreement, (b) commencing with the fiscal year ended December 31, 2012, 50% (which percentage will be reduced to 25% and 0% based on the Company’s first lien net leverage ratio) of the Company’s annual excess cash flow and (c) 100% of the net cash proceeds of certain asset sales and casualty and condemnation events, subject to reinvestment rights and certain other exceptions.

The Company generally may voluntarily prepay outstanding loans under the Senior Credit Facilities at any time without premium or penalty other than breakage costs with respect to LIBOR loans; provided, however, the Company may be subject to a prepayment premium of 1.00% of the aggregate principal amount of the loans so prepaid based on the timing of certain repricing transactions.

The Company is required to make quarterly payments equal to 0.25% of the aggregate principal amount of the loans under the Term Loan Facility, with the balance due and payable on November 2, 2018. Any principal amount outstanding under the Revolving Facility is due and payable on November 2, 2016.

Certain of the Company’s United States wholly-owned restricted subsidiaries, together with the Company, are co-borrowers and jointly and severally liable for all obligations under the Senior Credit Facilities. Such obligations of the co-borrowers are unconditionally guaranteed by Beagle Intermediate Holdings, Inc. (a direct wholly-owned subsidiary of Parent), the Company and each of its existing and future United States wholly-owned restricted subsidiaries (with certain exceptions including immaterial subsidiaries). These obligations are secured by a perfected security interest in substantially all of the assets of the co-borrowers and guarantors now owned or later acquired, including a pledge of all of the capital stock of the Company and its United States wholly-owned restricted subsidiaries and 65% of the capital stock of its foreign restricted subsidiaries, subject in each case to the exclusion of certain assets and additional exceptions.

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Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

The Senior Credit Agreement requires the Company to comply with a maximum first lien net leverage ratio financial maintenance covenant, to be tested on the last day of each fiscal quarter. A breach of the first lien net leverage ratio covenant is subject to certain equity cure rights. In addition, the Senior Credit Facilities contain a number of negative covenants that, among other things and subject to certain exceptions, restrict the Company’s ability and the ability of its subsidiaries to:

• incur additional indebtedness or guarantees;

• incur liens;

• make investments, loans and acquisitions;

• consolidate or merge;

• sell assets, including capital stock of subsidiaries;

• pay dividends on capital stock or redeem, repurchase or retire capital stock of the Company or any restricted subsidiary;

• alter the business of the Company;

• amend, prepay, redeem or purchase subordinated debt;

• engage in transactions with affiliates; and

• enter into agreements limiting dividends and distributions of certain subsidiaries.

The Senior Credit Agreement also contains certain customary representations and warranties, affirmative covenants and provisions relating to events of default (including upon change of control).

Senior Notes

The 2019 Notes bear interest at an annual rate of 11.00% with interest payable semi-annually on June 30 and December 31 of each year. The 2019 Notes mature on December 31, 2019. The 2020 Notes bear interest at an annual rate of 11.25% with interest payable quarterly on March 31, June 30, September 30 and December 31 of each year. The 2020 Notes mature on December 31, 2020.

The Company may redeem the 2019 Notes, the 2020 Notes or both, in whole or in part, at any time on or after December 31, 2015 at the applicable redemption price, plus accrued and unpaid interest. In addition, at any time prior to December 31, 2014, the Company may, at its option and on one or more occasions, redeem up to 35% of the aggregate principal amount of the 2019 Notes or the 2020 Notes, at a redemption price equal to 100% of the aggregate principal amount, plus a premium equal to the stated interest rate on the 2019 Notes or the 2020 Notes, respectively, plus accrued and unpaid interest with the net cash proceeds of certain equity offerings; provided that at least 50% of the sum of the aggregate principal amount of the 2019 Notes or 2020 Notes, respectively, originally issued (including any additional notes) remain outstanding immediately after such redemption and the redemption occurs within 180 days of the equity offering. At any time prior to December 31, 2015, the Company may redeem the 2019 Notes, the 2020 Notes or both, in whole or in part, at its option and on one or more occasions, at a redemption price equal to 100% of the principal amount, plus an applicable premium and accrued and unpaid interest. If the Company experiences specific kinds of changes in control, it must offer to purchase the Senior Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest.

The Senior Notes are senior unsecured obligations and rank equally in right of payment with all of the Company’s existing and future indebtedness and senior in right of payment to all of its existing and future subordinated indebtedness. The Company’s obligations under the Senior Notes are guaranteed on a senior basis by all of its existing and subsequently acquired or organized wholly-owned United States restricted subsidiaries that guarantee the Senior Credit Facilities or its other indebtedness or indebtedness of any affiliate guarantor. The Senior Notes and the related guarantees are effectively subordinated to the Company’s existing and future secured obligations and that of its affiliate guarantors to the extent of the value of the collateral securing such obligations, and are structurally subordinated to all existing and future indebtedness and other liabilities of any of the Company’s subsidiaries that do not guarantee the Senior Notes.

14

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

The indentures governing the Senior Notes (the “Indentures”) contain customary covenants that restrict the ability of the Company and its restricted subsidiaries to:

• pay dividends on capital stock or redeem, repurchase or retire capital stock;

• incur additional indebtedness or issue certain capital stock;

• incur certain liens;

• make investments, loans, advances and acquisitions;

• consolidate, merge or transfer all or substantially all of their assets and the assets of their subsidiaries;

• prepay subordinated debt;

• engage in certain transactions with affiliates; and

• enter into agreements restricting the subsidiaries’ ability to pay dividends.

The Indentures also contain certain customary affirmative covenants and events of default.

Obligation Under Data Sublicense Agreement

In October 2009 and April 2010, the Company acquired certain additional rights to specified uses of its data from the former owner of the Company’s business, in order to broaden the Company’s ability to pursue business intelligence and data analytics solutions for payers and providers. The Company previously licensed exclusive rights to this data to the former owner of the Company’s business. In connection with these data rights acquisitions, the Company recorded amortizable intangible assets and corresponding obligations at inception based on the present value of the scheduled annual payments through 2018, which totaled $65,000 in the aggregate (approximately $38,000 remained payable at September 30, 2013). In connection with the Merger, the Company was required to adjust this obligation to its fair value.

Other

During the nine months ended September 30, 2013, the Company entered into deferred financing arrangements with certain vendors. The obligations were recorded at the present value of the scheduled payments. Such future payments totaled $14,204 at September 30, 2013.

7. Interest Rate Swap

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings.

15

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. During the three and nine months ended September 30, 2013, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt pursuant to the Term Loan Facility. As of September 30, 2013, the Company had three outstanding interest rate derivatives with a combined notional amount of $640,000 that were designated as cash flow hedges of interest rate risk.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that an additional $2,575 will be reclassified as an increase to interest expense.

The following table summarizes the fair value of the Company’s derivative instruments at September 30, 2013 and December 31, 2012:

	Fair Values of Derivative Instruments
	Asset (Liability) Derivatives
	Balance Sheet Location	September 30, 2013			December 31, 2012
Derivatives designated as hedging instruments:
Interest rate swaps	Other assets	$	785		$	—
Interest rate swaps	Accrued expenses		(2,575	)		(2,563	)
Interest rate swaps	Other long-term liabilities		—			(3,258	)
		$	(1,790	)	$	(5,821	)

Tabular Disclosure of the Effect of Derivative Instruments on the Statement of Operations

The effect of the derivative instruments on the accompanying unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2013 and 2012, respectively, is summarized in the following table:

	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012			Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Derivatives in Cash Flow Hedging Relationships
Gain (loss) related to effective portion of derivative recognized in other comprehensive loss	$	(2,305	)	$	3,012		$	2,096		$	7,795
Loss related to effective portion of derivative reclassified from accumulated other comprehensive loss to interest expense	$	(652	)	$	(652	)	$	(1,935	)	$	(1,722	)

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Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

Credit Risk-related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company also could be declared in default on its derivative obligations.

As of September 30, 2013, the termination value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $2,548. If the Company had breached any of these provisions at September 30, 2013, the Company could have been required to settle its obligations under the agreements at this termination value. The Company does not offset any derivative instruments and the derivative instruments are not subject to collateral posting requirements.

8. Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company’s assets and liabilities that are measured at fair value on a recurring basis consist of the Company’s derivative financial instruments and contingent consideration associated with business combinations. The table below summarizes these items as of September 30, 2013, aggregated by the level in the fair value hierarchy within which those measurements fall.

Description	Balance at September 30, 2013			Quoted in Markets Identical (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Interest rate swaps	$	(1,790	)	$	—	$	(1,790	)	$	—
Contingent consideration obligations		(7,438	)		—		—			(7,438	)
Total	$	(9,228	)	$	—	$	(1,790	)	$	(7,438	)

The valuation of the Company’s derivative financial instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair value of the interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments (or receipts) and the discounted expected variable cash receipts (or payments). The variable cash receipts (or payments) are based on an expectation of future interest rates derived from observable market interest rate curves. Effective January 2013, the Company revised its valuation methodology for derivatives to discount the future expected cash flows using the overnight index swap rate. This change in methodology had no material effect on the Company’s unaudited condensed consolidated financial statements for the nine months ended September 30, 2013.

The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements and measures the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

17

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs to evaluate the likelihood of default by itself and by its counterparties. As of September 30, 2013, the Company determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The valuation of the Company’s contingent consideration obligations is estimated as the present value of total expected contingent consideration payments which are determined using a Monte Carlo simulation. This analysis reflects the contractual terms of the purchase agreement and utilizes assumptions with regard to future sales, probabilities of achieving such future sales, the timing of expected payments and a discount rate. Significant increases with respect to assumptions as to future sales and probabilities of achieving such future sales would result in a higher fair value measurement while an increase in the discount rate would result in a lower fair value measurement.

The table below presents a reconciliation of the fair value of the liabilities that use significant unobservable inputs (Level 3).

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012			Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Balance at beginning of period	$	(5,887	)	$	(402	)	$	(296	)	$	(501	)
Adjustment of provisional amounts		223			—			—			—
Issuance of contingent consideration		—			—			(5,495	)		—
Settlement of contingent consideration		105			58			232			157
Total changes included in other income		(1,879	)		—			(1,879	)		—
Balance at end of period	$	(7,438	)	$	(344	)	$	(7,438	)	$	(344	)

Assets and Liabilities Measured at Fair Value upon Initial Recognition

The carrying amount and the estimated fair value of financial instruments held by the Company as of September 30, 2013 were:

	Carrying Amount		Fair Value
Cash and cash equivalents	$	61,563	$	61,563
Accounts receivable	$	209,039	$	209,039
Senior Credit Facilities (Level 1)	$	1,264,908	$	1,279,889
Senior Notes (Level 2)	$	732,339	$	861,098

The carrying amounts of cash equivalents and accounts receivable approximate fair value because of their short-term maturities. The fair value of long-term debt is based upon market quotes and trades by investors in partial interests of these instruments.

During the three months ended September 30, 2013, the Company sold its equity interest in a cost method investment which resulted in a gain of $2,925 as reflected in “other” in the accompanying condensed consolidated statements of operations.

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Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

9. Legal Proceedings

In the normal course of business, the Company is subject to claims, lawsuits and legal proceedings. While it is not possible to ascertain the ultimate outcome of such matters, in management’s opinion, the liabilities, if any, in excess of amounts provided or covered by insurance, are not expected to have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.

10. Income Taxes

Income taxes for the nine months ended September 30, 2013 and September 30, 2012 amounted to an income tax benefit of $26,422 and $36,364, respectively. The Company’s effective tax rate was 31.3% for the nine months ended September 30, 2013 compared to 34.8% during the same period in 2012. The Company’s effective tax rate is generally affected by deferred tax expense resulting from differences between the book and income tax basis of its investment in EBS Master LLC (“EBS Master”), changes in the Company’s valuation allowances, changes in apportionment and other factors. In addition, during the nine months ended September 30, 2013, we changed our methodology of estimating state income taxes from a separate state return basis to, where permitted by the state taxing authorities, a consolidated state return basis.

11. Tax Receivable Agreement Obligation to Related Parties

In connection with the IPO, the Company entered into tax receivable agreements which obligated the Company to make payments to certain current and former owners of the Company, including affiliates of Hellman and Friedman (“H&F”) and certain members of management, equal to 85% of the applicable cash savings that the Company realizes as a result of tax attributes arising from certain previous transactions. The Company will retain the benefit of the remaining 15% of these tax savings.

In November 2011, H&F and certain current and former members of management exchanged all of their remaining EBS Master Units (“EBS Units”) for cash and a combination of cash and shares of Parent, respectively, and the former majority owner of the Company assigned its rights under the tax receivable agreements to affiliates of Blackstone (Blackstone, together with H&F and certain current and former members of management are sometimes referred to collectively as the “TRA Members”). Additionally, effective December 31, 2011, the Company simplified its corporate structure. The tax attributes of the exchange of EBS Units and corporate restructuring are expected to provide the Company with additional cash savings, 85% of which are payable to the TRA Members. Collectively, the Company expects the tax attributes of the above referenced events to result in cumulative payments under the tax receivable agreements of approximately $361,425. $144,751 of this amount, which reflected the initial fair value of the tax receivable agreement obligations plus recognized accretion, was reflected as an obligation on the accompanying unaudited condensed consolidated balance sheet at September 30, 2013. The accompanying unaudited condensed consolidated statement of operations for the nine months ended September 30, 2013 and 2012 includes accretion expense of $18,712 and $15,104, respectively, related to this obligation.

During the nine months ended September 30, 2013, the Company changed its estimate of the timing and amount of future cash flows attributable to the tax receivable agreements as a result of a change in the Company’s effective tax rate, the impact of the April 2013 repricing to the Senior Credit Agreement, the Goold acquisition and routine updates to financial projections. These revised estimates resulted in an increase to pretax net loss of $6,105 for the nine months ended September 30, 2013.

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Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

12. Segment Reporting

Effective January 1, 2013, the Company completed an internal reorganization of its reporting structure which resulted in a change in the composition of its operating segments. Additionally, the Company periodically makes other changes to the composition of its operating segments. Prior period segment information is restated to reflect the organizational structure and any other changes made.

Management views the Company’s operating results in four operating segments: (a) payer services, (b) provider revenue cycle solutions, (c) ambulatory provider services and (d) pharmacy services. Listed below are the results of operations for each of the operating segments. This information is reflected in the manner utilized by management to make operating decisions, assess performance and allocate resources. Segment assets are not presented to management for purposes of operational decision making, and therefore are not included in the accompanying tables. The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies in the notes to the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2012 as filed with the SEC.

Payer Services Segment

The payer services segment provides payment cycle solutions to healthcare payers that simplify the administration of healthcare related to insurance eligibility and benefit verification, claims management, payment integrity and payment distribution. Additionally, the payer services segment provides consulting services primarily to healthcare payers.

Provider Revenue Cycle Solutions Segment

The provider revenue cycle solutions segment provides revenue cycle management solutions, government program eligibility and enrollment services and revenue optimization solutions primarily to hospitals and large physician practices that simplify providers’ revenue cycle and workflow, reduce related costs and improve cash flow.

Ambulatory Provider Services Segment

The ambulatory provider services segment provides, both directly and through the Company’s channel partners, revenue cycle management solutions and patient billing and payment services primarily to small physician practices, dentists, labs and other healthcare providers that simplify providers’ revenue cycle and workflow, reduce related costs and improve cash flow.

Pharmacy Services Segment

The pharmacy services segment provides electronic prescribing services and other electronic solutions to pharmacies, pharmacy benefit management companies, government agencies and other payers related to prescription benefit claim filing, adjudication and management.

Other

Inter-segment revenue and expenses primarily represent claims management and patient billing and payment services provided between segments.

Corporate and eliminations includes management, administrative and other shared corporate services functions such as information technology, legal, finance, human resources, marketing and product management, as well as eliminations to remove inter-segment revenue and expenses. These administrative and other shared services costs are excluded from the adjusted EBITDA measure for each respective operating segment.

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Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

The revenue and adjusted EBITDA for the operating segments are as follows:

	Three Months Ended September 30, 2013
	Payer		Ambulatory Provider		Provider Revenue Cycle Solutions		Pharmacy		Corporate and Eliminations			Consolidated
Revenue from external customers:
Claims management	$	77,092	$	—	$	—	$	—	$	—		$	77,092
Payment distribution services		64,245		—		—		—		—			64,245
Patient billing and payment services		—		63,264		—		—		—			63,264
Physician services		—		19,467		—		—		—			19,467
Dental		—		8,080		—		—		—			8,080
Revenue cycle technology		—		—		30,222		—		—			30,222
Revenue cycle services		—		—		31,172		—		—			31,172
Pharmacy		—		—		—		30,364		—			30,364
Inter-segment revenue		1,272		—		353		77		(1,702	)		—
Net revenue	$	142,609	$	90,811	$	61,747	$	30,441	$	(1,702	)	$	323,906
Income (loss) before income taxes												$	(16,139	)
Interest expense													37,000
Depreciation and amortization													47,181
EBITDA													68,042
Equity compensation													2,089
Acquisition accounting adjustments													251
Acquisition-related costs													1,198
Transaction-related costs and advisory fees													1,500
Strategic initiatives, duplicative and transition costs													1,888
Severance and retention costs													3,507
Accretion expense													7,112
(Gain) loss on disposal of assets													(2,900	)
Contingent consideration													1,879
Other													682
EBITDA Adjustments													17,206
Adjusted EBITDA	$	59,145	$	23,443	$	25,282	$	13,179	$	(35,801	)	$	85,248
Capital Expenditures	$	2,993	$	2,473	$	2,828	$	649	$	10,617		$	19,560

21

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

	Three Months Ended September 30, 2012
	Payer		Ambulatory Provider		Provider Revenue Cycle Solutions		Pharmacy		Corporate and Eliminations			Consolidated
Revenue from external customers:
Claims management	$	64,557	$	—	$	—	$	—	$	—		$	64,557
Payment distribution services		63,330		—		—		—		—			63,330
Patient billing and payment services		—		63,817		—		—		—			63,817
Physician services		—		18,279		—		—		—			18,279
Dental		—		7,828		—		—		—			7,828
Revenue cycle technology		—		—		27,096		—		—			27,096
Revenue cycle services		—		—		28,665		—		—			28,665
Pharmacy		—		—		—		23,503		—			23,503
Inter-segment revenue		1,211		—		205		90		(1,506	)		—
Net revenue	$	129,098	$	89,924	$	55,966	$	23,593	$	(1,506	)	$	297,075
Income (loss) before income taxes												$	(24,249	)
Interest expense													41,898
Depreciation and amortization													48,572
EBITDA													66,221
Equity compensation													3,969
Acquisition accounting adjustments													937
Acquisition-related costs													609
Transaction-related costs and advisory fees													2,237
Strategic initiatives, duplicative and transition costs													2,059
Severance and retention costs													163
Accretion expense													2,758
Other													227
EBITDA Adjustments													12,959
Adjusted EBITDA	$	49,973	$	24,471	$	26,399	$	11,823	$	(33,486	)	$	79,180
Capital Expenditures	$	2,953	$	1,081	$	2,299	$	1,715	$	5,471		$	13,519

22

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

	Nine Months Ended September 30, 2013
	Payer		Ambulatory Provider		Provider Revenue Cycle Solutions		Pharmacy		Corporate and Eliminations			Consolidated
Revenue from external customers:
Claims management	$	212,242	$	—	$	—	$	—	$	—		$	212,242
Payment distribution services		195,129		—		—		—		—			195,129
Patient billing and payment services		—		190,410		—		—		—			190,410
Physician services		—		56,719		—		—		—			56,719
Dental		—		24,491		—		—		—			24,491
Revenue cycle technology		—		—		89,499		—		—			89,499
Revenue cycle services		—		—		92,273		—		—			92,273
Pharmacy		—		—		—		80,330		—			80,330
Inter-segment revenue		3,385		—		1,014		256		(4,655	)		—
Net revenue	$	410,756	$	271,620	$	182,786	$	80,586	$	(4,655	)	$	941,093
Income (loss) before income taxes												$	(84,410	)
Interest expense													116,390
Depreciation and amortization													137,943
EBITDA													169,923
Equity compensation													5,637
Acquisition accounting adjustments													741
Acquisition-related costs													2,457
Transaction-related costs and advisory fees													4,825
Strategic initiatives, duplicative and transition costs													4,355
Severance and retention costs													5,136
Loss on extinguishment of debt and other related costs													24,311
Accretion expense													18,712
(Gain) loss on disposal of assets													(997	)
Contingent consideration													1,879
Other													1,460
EBITDA Adjustments													68,516
Adjusted EBITDA	$	164,790	$	71,097	$	74,703	$	37,166	$	(109,317	)	$	238,439
Capital Expenditures	$	9,825	$	6,097	$	8,611	$	2,826	$	25,447		$	52,806

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Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

	Nine Months Ended September 30, 2012
	Payer		Ambulatory Provider		Provider Revenue Cycle Solutions		Pharmacy		Corporate and Eliminations			Consolidated
Revenue from external customers:
Claims management	$	179,519	$	—	$	—	$	—	$	—		$	179,519
Payment distribution services		191,125		—		—		—		—			191,125
Patient billing and payment services		—		191,191		—		—		—			191,191
Physician services		—		55,178		—		—		—			55,178
Dental		—		24,028		—		—		—			24,028
Revenue cycle technology		—		—		80,495		—		—			80,495
Revenue cycle services		—		—		86,034		—		—			86,034
Pharmacy		—		—		—		70,007		—			70,007
Inter-segment revenue		3,117		—		643		270		(4,030	)		—
Net revenue	$	373,761	$	270,397	$	167,172	$	70,277	$	(4,030	)	$	877,577
Income (loss) before income taxes												$	(104,451	)
Interest expense													130,539
Depreciation and amortization													140,354
EBITDA													166,442
Equity compensation													3,969
Acquisition accounting adjustments													4,369
Acquisition-related costs													4,264
Transaction-related costs and advisory fees													6,899
Strategic initiatives, duplicative and transition costs													8,302
Severance and retention costs													1,080
Loss on extinguishment of debt and other related costs													25,411
Accretion expense													15,104
Disposal of assets													52
Other													1,828
EBITDA Adjustments													71,278
Adjusted EBITDA	$	149,895	$	74,061	$	78,277	$	35,406	$	(99,919	)	$	237,720
Capital Expenditures	$	7,922	$	3,926	$	6,201	$	3,129	$	19,771		$	40,949

24

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

13. Accumulated Other Comprehensive Income (Loss)

The following is a summary of the accumulated other comprehensive income (loss) balances, net of taxes, as of and for the nine months ended September 30, 2013.

	Foreign Currency Translation Adjustment			Cash Flow Hedge			Accumulated Other Comprehensive Income (Loss)
Balance at January 1, 2013	$	(127	)	$	(3,662	)	$	(3,789	)
Change associated with foreign currency translation		(65	)		—			(65	)
Change associated with current period hedging		—			576			576
Reclassification into earnings		—			1,935			1,935
Balance at September 30, 2013	$	(192	)	$	(1,151	)	$	(1,343	)

14. Supplemental Condensed Consolidating Financial Information

In lieu of providing separate annual and interim financial statements for each guarantor of the Senior Notes, Regulation S-X provides companies, if certain criteria are satisfied, with the option to instead provide condensed consolidating financial information for its issuers, guarantors and non-guarantors. In the case of the Company, the applicable criteria include the following: (i) the Senior Notes are fully and unconditionally guaranteed on a joint and several basis, (ii) each of the guarantors of the Senior Notes is a direct or indirect wholly-owned subsidiary of the Company and (iii) any non-guarantors are considered minor as that term is defined in Regulation S-X. Because each of these criteria has been satisfied by the Company, condensed consolidating balance sheets as of September 30, 2013 and December 31, 2012, condensed consolidating statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2013 and 2012, respectively, and condensed consolidating cash flows for the nine months ended September 30, 2013 and 2012, respectively, for the Company, segregating the issuer, the subsidiary guarantors and consolidating adjustments, are reflected below. Prior period amounts have been reclassified to conform to the current year presentation.

25

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

Condensed Consolidating Balance Sheet

	As of September 30, 2013
	Emdeon Inc.		Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	722	$	60,841	$	—		$	61,563
Accounts receivable, net of allowance for doubtful accounts		—		209,039		—			209,039
Deferred income tax assets		—		5,578		—			5,578
Prepaid expenses and other current assets		2,948		26,391		—			29,339
Total current assets		3,670		301,849		—			305,519
Property and equipment, net		—		279,195		—			279,195
Due from affiliates		—		64,856		(64,856	)		—
Investment in consolidated subsidiaries		1,795,024		—		(1,795,024	)		—
Goodwill		—		1,502,361		—			1,502,361
Intangible assets, net		144,750		1,513,299		—			1,658,049
Other assets, net		50,853		14,750		(46,065	)		19,538
Total assets	$	1,994,297	$	3,676,310	$	(1,905,945	)	$	3,764,662
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	—	$	8,495	$	—		$	8,495
Accrued expenses		18,769		99,645		—			118,414
Deferred revenues		—		10,222		—			10,222
Current portion of long-term debt		4,597		17,434		—			22,031
Total current liabilities		23,366		135,796		—			159,162
Due to affiliates		64,856		—		(64,856	)		—
Long-term debt, excluding current portion		780,382		1,235,361		—			2,015,743
Deferred income tax liabilities		—		493,282		(46,065	)		447,217
Tax receivable agreement obligations to related parties		143,697		—		—			143,697
Other long-term liabilities		—		16,847		—			16,847
Commitments and contingencies
Equity		981,996		1,795,024		(1,795,024	)		981,996
Total liabilities and equity	$	1,994,297	$	3,676,310	$	(1,905,945	)	$	3,764,662

26

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

Condensed Consolidating Balance Sheet

	As of December 31, 2012
	Emdeon Inc.		Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	754	$	31,009	$	—		$	31,763
Accounts receivable, net of allowance for doubtful accounts		—		190,021		—			190,021
Deferred income tax assets		—		4,184		—			4,184
Prepaid expenses and other current assets		2,059		26,101		—			28,160
Total current assets		2,813		251,315		—			254,128
Property and equipment, net		3		264,849		—			264,852
Due from affiliates		—		62,933		(62,933	)		—
Investment in consolidated subsidiaries		1,839,748		—		(1,839,748	)		—
Goodwill		—		1,488,134		—			1,488,134
Intangible assets, net		151,500		1,578,589		—			1,730,089
Other assets, net		18,539		22,275		(11,120	)		29,694
Total assets	$	2,012,603	$	3,668,095	$	(1,913,801	)	$	3,766,897
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	—	$	6,223	$	—		$	6,223
Accrued expenses		5,845		95,960		—			101,805
Deferred revenues		—		9,342		—			9,342
Current portion of long-term debt		4,600		12,995		—			17,595
Total current liabilities		10,445		124,520		—			134,965
Due to affiliates		62,933		—		(62,933	)		—
Long-term debt, excluding current portion		778,813		1,220,601		—			1,999,414
Deferred income tax liabilities		—		478,041		(11,120	)		466,921
Tax receivable agreement obligations to related parties		125,003		—		—			125,003
Other long-term liabilities		3,258		5,185		—			8,443
Commitments and contingencies
Equity		1,032,151		1,839,748		(1,839,748	)		1,032,151
Total liabilities and equity	$	2,012,603	$	3,668,095	$	(1,913,801	)	$	3,766,897

27

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

Condensed Consolidating Statement of Operations

	Three Months Ended September 30, 2013
	Emdeon Inc.			Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Revenue	$	—		$	323,906	$	—		$	323,906
Costs and expenses:
Cost of operations (exclusive of depreciation and amortization below)		—			197,378		—			197,378
Development and engineering		—			7,896		—			7,896
Sales, marketing, general and administrative		1,997			42,527		—			44,524
Depreciation and amortization		2,251			44,930		—			47,181
Accretion		7,112			—		—			7,112
Operating income (loss)		(11,360	)		31,175		—			19,815
Equity in earnings of consolidated subsidiaries		(3,766	)		—		3,766			—
Interest expense, net		23,579			13,421		—			37,000
Other		(2,925	)		1,879		—			(1,046	)
Income (loss) before income tax provision (benefit)		(28,248	)		15,875		(3,766	)		(16,139	)
Income tax provision (benefit)		(11,983	)		12,109		—			126
Net income (loss)	$	(16,265	)	$	3,766	$	(3,766	)	$	(16,265	)

28

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

Condensed Consolidating Statement of Operations

	Three Months Ended September 30, 2012
	Emdeon Inc.			Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Revenue	$	—		$	297,075	$	—		$	297,075
Costs and expenses:
Cost of operations (exclusive of depreciation and amortization below)		—			181,818		—			181,818
Development and engineering		—			8,644		—			8,644
Sales, marketing, general and administrative		2,606			35,028		—			37,634
Depreciation and amortization		2,251			46,321		—			48,572
Accretion		2,758			—		—			2,758
Operating income (loss)		(7,615	)		25,264		—			17,649
Equity in earnings of consolidated subsidiaries		(5,937	)		—		5,937			—
Interest expense, net		23,673			18,225		—			41,898
Income (loss) before income tax provision (benefit)		(25,351	)		7,039		(5,937	)		(24,249	)
Income tax provision (benefit)		(10,195	)		1,102		—			(9,093	)
Net income (loss)	$	(15,156	)	$	5,937	$	(5,937	)	$	(15,156	)

29

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

Condensed Consolidating Statement of Operations

	Nine Months Ended September 30, 2013
	Emdeon Inc.			Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Revenue	$	—		$	941,093	$	—		$	941,093
Costs and expenses:
Cost of operations (exclusive of depreciation and amortization below)		—			580,501		—			580,501
Development and engineering		—			23,263		—			23,263
Sales, marketing, general and administrative		7,023			119,557		—			126,580
Depreciation and amortization		6,753			131,190		—			137,943
Accretion		18,712			—		—			18,712
Operating income (loss)		(32,488	)		86,582		—			54,094
Equity in earnings of consolidated subsidiaries		(6,216	)		—		6,216			—
Interest expense, net		70,621			45,769		—			116,390
Loss on extinguishment of debt		485			22,675		—			23,160
Other		(2,925	)		1,879		—			(1,046	)
Income (loss) before income tax provision (benefit)		(94,453	)		16,259		(6,216	)		(84,410	)
Income tax provision (benefit)		(36,465	)		10,043		—			(26,422	)
Net income (loss)	$	(57,988	)	$	6,216	$	(6,216	)	$	(57,988	)

30

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

Condensed Consolidating Statement of Operations

	Nine Months Ended September 30, 2012
	Emdeon Inc.			Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenue	$	—		$	877,577		$	—		$	877,577
Costs and expenses:
Cost of operations (exclusive of depreciation and amortization below)		—			534,463			—			534,463
Development and engineering		—			26,320			—			26,320
Sales, marketing, general and administrative		7,261			106,134			—			113,395
Depreciation and amortization		6,753			133,601			—			140,354
Accretion		15,104			—			—			15,104
Operating income (loss)		(29,118	)		77,059			—			47,941
Equity in earnings of consolidated subsidiaries		1,807			—			(1,807	)		—
Interest expense, net		70,524			60,015			—			130,539
Loss on extinguishment of debt		495			21,358			—			21,853
Income (loss) before income tax provision (benefit)		(101,944	)		(4,314	)		1,807			(104,451	)
Income tax provision (benefit)		(33,857	)		(2,507	)		—			(36,364	)
Net income (loss)	$	(68,087	)	$	(1,807	)	$	1,807		$	(68,087	)

31

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

Condensed Consolidating Statement of Comprehensive Income (Loss)

	Three Months Ended September 30, 2013
	Emdeon Inc.			Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Net income (loss)	$	(16,265	)	$	3,766	$	(3,766	)	$	(16,265	)
Other comprehensive income (loss):
Changes in fair value of interest rate swap, net of taxes		(1,064	)		—		—			(1,064	)
Foreign currency translation adjustment		—			35		—			35
Equity in other comprehensive earnings		35			—		(35	)		—
Other comprehensive income (loss)		(1,029	)		35		(35	)		(1,029	)
Total comprehensive income (loss)	$	(17,294	)	$	3,801	$	(3,801	)	$	(17,294	)

32

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

Condensed Consolidating Statement of Comprehensive Income (Loss)

	Three Months Ended September 30, 2012
	Emdeon Inc.			Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income (loss)	$	(15,156	)	$	5,937		$	(5,937	)	$	(15,156	)
Other comprehensive income (loss):
Changes in fair value of interest rate swap, net of taxes		(1,487	)		—			—			(1,487	)
Foreign currency translation adjustment		—			(126	)		—			(126	)
Equity in other comprehensive earnings		(126	)		—			126			—
Other comprehensive income (loss)		(1,613	)		(126	)		126			(1,613	)
Total comprehensive income (loss)	$	(16,769	)	$	5,811		$	(5,811	)	$	(16,769	)

33

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

Condensed Consolidating Statement of Comprehensive Income (Loss)

	Nine Months Ended September 30, 2013
	Emdeon Inc.			Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income (loss)	$	(57,988	)	$	6,216		$	(6,216	)	$	(57,988	)
Other comprehensive income (loss):
Changes in fair value of interest rate swap, net of taxes		2,511			—			—			2,511
Foreign currency translation adjustment		—			(65	)		—			(65	)
Equity in other comprehensive earnings		(65	)		—			65			—
Other comprehensive income (loss)		2,446			(65	)		65			2,446
Total comprehensive income (loss)	$	(55,542	)	$	6,151		$	(6,151	)	$	(55,542	)

34

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

Condensed Consolidating Statement of Comprehensive Income (Loss)

	Nine Months Ended September 30, 2012
	Emdeon Inc.			Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income (loss)	$	(68,087	)	$	(1,807	)	$	1,807		$	(68,087	)
Other comprehensive income (loss):
Changes in fair value of interest rate swap, net of taxes		(3,821	)		—			—			(3,821	)
Foreign currency translation adjustment		—			107			—			107
Equity in other comprehensive earnings		107			—			(107	)		—
Other comprehensive income (loss)		(3,714	)		107			(107	)		(3,714	)
Total comprehensive income (loss)	$	(71,801	)	$	(1,700	)	$	1,700		$	(71,801	)

35

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

Condensed Consolidating Statement of Cash Flows

	Nine Months Ended September 30, 2013
	Emdeon Inc.			Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Operating activities
Net income (loss)	$	(57,988	)	$	6,216		$	(6,216	)	$	(57,988	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		6,753			131,190			—			137,943
Accretion expense		18,712			—			—			18,712
Equity compensation expense		178			5,459			—			5,637
Deferred income tax benefit		(33,425	)		5,541			—			(27,884	)
Amortization of debt discount and issuance costs		1,865			4,720			—			6,585
Equity in earnings of consolidated subsidiaries		(6,216	)		—			6,216			—
Change in contingent consideration		—			1,879			—			1,879
Gain on sale of cost method investment		(2,925	)		—			—			(2,925	)
Loss on extinguishment of debt		478			22,350			—			22,828
Other		(819	)		1,887			—			1,068
Changes in operating assets and liabilities:
Accounts receivable		—			(15,582	)		—			(15,582	)
Prepaid expenses and other		(4,732	)		2,928			—			(1,804	)
Accounts payable		—			685			—			685
Accrued expenses, deferred revenue, and other liabilities		14,509			6,476			—			20,985
Tax receivable agreement obligations to related parties		(103	)		—			—			(103	)
Due to/from affiliates		1,923			(1,923	)		—			—
Net cash provided by (used in) operating activities		(61,790	)		171,826			—			110,036
Investing activities
Purchases of property and equipment		—			(52,806	)		—			(52,806	)
Payments for acquisitions, net of cash acquired		—			(18,291	)		—			(18,291	)
Proceeds from sale of cost method investment		5,820			—						5,820
Investment in subsidiaries, net		56,149			—			(56,149	)		—
Net cash provided by (used in) investing activities		61,969			(71,097	)		(56,149	)		(65,277	)
Financing activities
Distributions to Emdeon Inc., net		—			(56,149	)		56,149			—
Debt principal payments		(211	)		(9,481	)		—			(9,692	)
Payment of loan costs		—			(2,178	)		—			(2,178	)
Repayment of deferred financing arrangements		—			(2,103	)		—			(2,103	)
Repurchase of Parent common stock		—			(250	)		—			(250	)
Other		—			(736	)		—			(736	)
Net cash provided by (used in) financing activities		(211	)		(70,897	)		56,149			(14,959	)
Net increase in cash and cash equivalents		(32	)		29,832			—			29,800
Cash and cash equivalents at beginning of period		754			31,009			—			31,763
Cash and cash equivalents at end of period	$	722		$	60,841		$	—		$	61,563

36

Emdeon Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited and amounts in thousands, except share and per share amounts)

Condensed Consolidating Statement of Cash Flows

	Nine Months Ended September 30, 2012
	Emdeon Inc.			Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Operating activities
Net income (loss)	$	(68,087	)	$	(1,807	)	$	1,807		$	(68,087	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		6,753			133,601			—			140,354
Accretion expense		15,104			—			—			15,104
Equity compensation expense		7			3,962			—			3,969
Deferred income tax benefit		(33,857	)		(3,512	)		—			(37,369	)
Amortization of debt discount and issuance costs		1,674			5,939			—			7,613
Equity in earnings of consolidated subsidiaries		1,807			—			(1,807	)		—
Loss on extinguishment of debt		419			17,874			—			18,293
Other		—			1,927			—			1,927
Changes in operating assets and liabilities:
Accounts receivable		—			(5,547	)		—			(5,547	)
Prepaid expenses and other		(31	)		(3,655	)		—			(3,686	)
Accounts payable		—			5,153			—			5,153
Accrued expenses, deferred revenue, and other liabilities		13,375			(21,819	)		—			(8,444	)
Tax receivable agreement obligations to related parties		(114	)		—			—			(114	)
Due to/from affiliates		4,333			(4,333	)		—			—
Net cash provided by (used in) operating activities		(58,617	)		127,783			—			69,166
Investing activities
Purchases of property and equipment		—			(40,949	)		—			(40,949	)
Payments for acquisitions, net of cash acquired		—			(59,011	)		—			(59,011	)
Investment in subsidiaries, net		69,758			—			(69,758	)		—
Net cash provided by (used in) investing activities		69,758			(99,960	)		(69,758	)		(99,960	)
Financing activities
Distributions to Emdeon Inc., net		—			(69,758	)		69,758			—
Proceeds from Term Loan Facility		(207	)		70,558			—			70,351
Debt principal payments		(209	)		(9,356	)		—			(9,565	)
Payments on Revolving Facility		—			(15,000	)		—			(15,000	)
Payment of loan costs		(34	)		(2,026	)		—			(2,060	)
Repurchase of Parent common stock		—			(317	)		—			(317	)
Other		—			(203	)		—			(203	)
Net cash provided by (used in) financing activities		(450	)		(26,102	)		69,758			43,206
Net increase (decrease) in cash and cash equivalents		10,691			1,721			—			12,412
Cash and cash equivalents at beginning of period		572			37,353			—			37,925
Cash and cash equivalents at end of period	$	11,263		$	39,074		$	—		$	50,337

37

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and the accompanying notes in Part I, Item 1 of this Quarterly Report on Form 10-Q (“Quarterly Report”), together with the risk factors contained in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012 (“Form 10-K”) on file with the Securities and Exchange Commission (“SEC”).

Unless stated otherwise or the context otherwise requires, references in this Quarterly Report to “we”, “us”, “our”, “Emdeon” and “the Company” refer to Emdeon Inc. and its subsidiaries.

Forward-Looking Statements

This Quarterly Report includes certain forward-looking statements within the meaning of the federal securities laws regarding, among other things, our or management’s intentions, plans, beliefs, expectations or predictions of future events, which are considered forward-looking statements. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are based upon assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the circumstances. As you read this Quarterly Report, you should understand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and assumptions, including those described under the heading “Risk Factors” in our Form 10-K. Although we believe that these forward-looking statements are based upon reasonable assumptions, you should be aware that many factors, including those described under the heading “Risk Factors” in our Form 10-K, could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements.

Our forward-looking statements made herein speak only as of the date on which made. We expressly disclaim any intent, obligation or undertaking to update or revise any forward-looking statements made herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this Quarterly Report.

Overview

We are a leading provider of revenue and payment cycle management and clinical information exchange solutions connecting payers, providers and patients in the United States healthcare system. Our solutions integrate and automate key business and administrative functions of our payer and provider customers throughout the patient encounter, including pre-care patient eligibility and benefits verification and enrollment, clinical information exchange capabilities, claims management and adjudication, payment integrity, payment distribution, payment posting and denial management and patient billing and payment services. Our customers are able to improve efficiency, reduce costs, increase cash flow and more efficiently manage the complex revenue and payment cycle and clinical information exchange processes by using our comprehensive suite of solutions.

We deliver our solutions and operate our business in four operating segments: (i) payer services, which provides solutions to commercial insurance companies, third party administrators and governmental payers; (ii) provider revenue cycle solutions, which provides solutions primarily to hospitals and large physician practices; (iii) ambulatory provider services, which provides solutions, both directly and through our channel partners, primarily to small physician practices, dentists, labs and other healthcare providers; and (iv) pharmacy services, which provides solutions to pharmacies, pharmacy benefit management companies, government agencies and other payers. Through our payer services segment, we provide payment cycle solutions that simplify the administration of healthcare related to insurance eligibility and benefit verification, claims management, payment integrity and payment distribution.

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Additionally, we provide consulting services through our payer services segment. Through our provider revenue cycle solutions segment, we provide revenue cycle management solutions, government program eligibility and enrollment services and revenue optimization solutions that simplify providers’ revenue cycle and workflow, reduce related costs and improve cash flow. Through our ambulatory provider services segment, we provide, both directly and through our channel partners, revenue cycle management solutions and patient billing and payment services that simplify providers’ revenue cycle and workflow, reduce related costs and improve cash flow. Through our pharmacy services segment, we provide electronic prescribing and other electronic solutions related to prescription benefit claim filing, adjudication and management.

There are a number of company-specific initiatives and industry trends that may affect our transaction volumes, revenues, cost of operations and margins. As part of our strategy, we encourage our customers to migrate from paper-based claim, patient billing and payment, payment distribution and other transaction processing to electronic, automated processing in order to improve efficiency. Our business is aligned with our customers to support this transition, and as they migrate from paper-based transaction processing to electronic processing, even though our revenues for an applicable customer generally will decline, our margins and profitability will typically increase. For example, because the cost of postage is included in our revenues for patient billing and payment services (which is then also deducted as a cost of operations), when our customers transition to electronic processing, our revenues and costs of operations are expected to decrease as we will no longer incur or be required to charge for postage. As another example, as our payer customers migrate to exclusive or other comprehensive management services agreements with us, our electronic transaction volume usually increases while the rebates we pay and the per transaction rates we charge under these agreements are typically reduced.

Part of our strategy also includes the development and introduction of new solutions. Our new and updated solutions are likely to require us to incur development and engineering expenditures, both operating and capital, and related sales and marketing costs at levels greater than recent years’ expenditures in order to successfully develop and achieve market acceptance of such solutions. We also may acquire, or enter into agreements with third parties to assist us in providing, new solutions. For example, we offer our electronic payment solutions through banks or vendors who contract with banks and other financial service firms. The costs of these initiatives or the failure to achieve broad penetration in target markets with respect to new or updated solutions may negatively affect our results of operations, margins and cash flow. Because newly introduced solutions generally will have lower margins initially as compared to our existing and more mature solutions, our margins and our margin growth may be adversely affected on a percentage basis until these new solutions achieve scale and maturity.

In addition to our internal development efforts, we actively evaluate opportunities to improve and expand our solutions through strategic acquisitions. Our acquisition strategy focuses on identifying acquisitions that improve and streamline the business and administrative functions of healthcare. We believe our broad customer footprint allows us to deploy acquired solutions into our installed base, which, in turn, can help accelerate growth of our acquired businesses. We also believe our management team’s ability to identify acquisition opportunities that are complementary and synergistic to our business, and to integrate them into our existing operations with minimal disruption, will continue to play an important role in the expansion of our business and our growth. Our success in acquiring and integrating acquired businesses into our existing operations, the associated costs of such acquisitions, including integration costs, and the operating characteristics of the acquired businesses also may impact our results of operations and margins. Because the businesses we acquire sometimes have lower margins than our existing businesses, primarily as a result of their lack of scale and maturity, our margins on a percentage basis may be adversely affected in the periods subsequent to an acquisition from revenue mix changes and integration activities associated with these acquisitions.

We also expect to continue to be affected by general economic, regulatory and demographic factors affecting the healthcare industry. For several years, there has been pricing pressure in our industry, particularly as it relates to our claims management solutions, which has led and is expected to continue to lead to reduced prices for the same services. We have sought in the past and will continue to seek to mitigate pricing pressure by providing additional value-added solutions, increasing the volume of solutions we provide and managing our costs. In addition, significant changes in regulatory schemes, such as the updated Health Insurance Portability and Accountability Act of 1996, American Recovery and Reinvestment Act of 2009, the Patient Protection and Affordable Care Act (“ACA”) and other federal healthcare policy initiatives, impact our customers’ healthcare activities and can result in increased operating costs and capital expenditures for us. In particular, we believe the ACA will significantly affect the regulatory environment in which we and our customers operate by changing how healthcare services are covered, delivered and reimbursed

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through expanded coverage of uninsured individuals, reduced federal healthcare program spending, increased efforts to link federal healthcare program payments to quality and efficiency and insurance market reforms. Also, changes in federal and state reimbursement patterns and rates can impact the revenues in certain of our business lines, particularly our government program eligibility and enrollment solutions. We are unable to predict how providers, payers, pharmacies and other healthcare market participants will respond to the various reform provisions of the ACA, and we cannot be sure that the markets for our solutions will continue to exist at current levels or that we will have adequate technical, financial and marketing resources to react to changes in those markets.

Demographic trends affecting the healthcare industry, such as population growth and aging or continued high unemployment rates as a result of recent adverse economic conditions, also could affect the frequency and nature of our customers’ healthcare transactional activity. The impact of such changes could impact our revenues, cost of operations and infrastructure expenses and thereby affect our results of operations and the way we operate our business. For example, an increase in the United States population, if such increase is accompanied by an increase in the United States population that has health benefits, or the aging of the United States population, which requires an overall increased need for healthcare services, may result in an increase in our transaction volumes which, in turn, may increase our revenues and cost of operations. Alternatively, a recurrence of the recent general economic downturn, which reduces the number of discretionary health procedures by patients, or a persistent high unemployment rate, which lessens healthcare utilization, may decrease or offset other growth in our transaction volumes, which, in turn, may adversely impact our revenues and cost of operations.

Recent Developments

Effective January 1, 2013, we reorganized our operating segments as payer services, provider revenue cycle solutions, ambulatory provider services and pharmacy services. This discussion and analysis related to prior periods has been restated to reflect our current organizational structure.

In April 2013, we amended the credit agreement (the “Senior Credit Agreement”) governing our senior secured term loan facility (the “Term Loan Facility”) and senior secured revolving credit facility (the “Revolving Facility”; together with the Term Loan Facility, the “Senior Credit Facilities”) to reprice the Senior Credit Facilities. Following this amendment, the interest rate on the Term Loan Facility is LIBOR plus 2.50%, compared to the previous interest rate of LIBOR plus 3.75%. The new interest rate on the Revolving Facility is LIBOR plus 2.50%, compared to the previous interest rate of LIBOR plus 3.50% (or 3.25% based on a specified first lien net leverage ratio). The Term Loan Facility remains subject to a LIBOR floor of 1.25%, and there continues to be no LIBOR floor on the Revolving Facility. In connection with the repricing, the Senior Credit Agreement also was amended to, among other things, eliminate the financial covenant related to the consolidated cash interest coverage ratio and modify the financial covenant related to the net leverage test by maintaining the required first lien net leverage ratio at its current level for the remaining term of the Senior Credit Facilities.

In June 2013, we acquired all of the equity interests of Goold Health Systems (“Goold”), a technology-enabled provider of pharmacy benefit and related services primarily to State Medicaid agencies across the nation.

Our Revenues and Expenses

We generate virtually all of our revenue by using technology solutions to provide our customers services that automate and simplify business and administrative functions for payers, providers and pharmacies generally on either a per transaction, per document, per communication, per member per month, monthly flat-fee, contingent fee or hourly basis.

Cost of operations consists primarily of costs related to services we provide to customers and costs associated with the operation and maintenance of our networks. These costs primarily include postage and materials costs related to our patient billing and payment and payment distribution services, rebates paid to our channel partners and data communications costs, all of which generally vary with our revenues and/or volumes. Cost of operations also includes personnel costs associated with production, network operations, customer support and other personnel, facilities expenses and equipment maintenance, all of which vary less directly with our revenue and/or volumes due to the fixed or semi-fixed nature of these expenses.

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The largest component of our cost of operations is postage, which is incurred in our patient billing and payment and payment distribution services businesses and which is also a component of our revenue in those businesses. Our postage costs increase as our patient billing and payment services volumes increase and also when the United States Postal Service (“USPS”) increases postage rates. Postage rate increases, while generally billed as pass-through costs to our customers, affect our cost of operations as a percentage of revenue. In prior years, we have offset the impact of postage rate increases on cost of operations as a percentage of revenue through cost reductions from efficiency measures, including data communication expense reductions and production efficiencies. Though we plan to implement additional efficiency measures, we may not be able to offset the impact of postage rate increases in the future and, as a result, cost of operations as a percentage of revenue may increase if postage rate increases continue. Although the USPS historically has increased postage rates annually in most recent years, including in January 2013, and has announced a planned increase for 2014, the frequency and nature of such annual increases may not occur as regularly in the future.

Rebates are paid to channel partners for electronic and other volumes delivered through our network to certain payers and can be impacted by the number of exclusive or other comprehensive management services agreements we execute with payers, the associated rate structure with our payer customers, the success of our direct sales efforts to providers and the extent to which direct connections to payers are developed by our channel partners.

Our data communication expense consists of telecommunication and transaction processing charges.

Our material costs relate primarily to our patient billing and payment and payment distribution services volumes, and consist primarily of paper and printing costs.

Development and engineering expense consists primarily of personnel costs related to the development, management and maintenance of our current and future solutions. We may invest more in this area in the future as we develop new and enhance existing solutions.

Sales, marketing, general and administrative expense consists primarily of personnel costs associated with our sales, account management and marketing functions, as well as management, administrative and other shared corporate services related to the operations of our operating segments and overall business operations.

Our development and engineering expense and sales, marketing, general and administrative expense, while related to our current operations, also are affected and influenced by our future plans including the development of new solutions, business strategies and enhancement and maintenance of our infrastructure.

Our depreciation and amortization expense is related to depreciation of our property and equipment, including technology assets, and amortization of intangible assets acquired and recorded in conjunction with acquisition method accounting. As a result, the amount of depreciation and amortization expense is affected by the level of our recent investment in property and equipment and acquisition activity.

Our interest expense consists principally of cash interest associated with our long-term debt obligations and non-cash interest associated with the amortization of borrowing costs and discounts related to debt issuance. If market interest rates on the variable portion of our long-term debt increase in the future, and our long-term debt obligations remain stable or increase, our interest expense will increase.

Our income taxes consist of federal and state income taxes. These amounts include current income taxes payable, as well as income taxes for which the payment is deferred to future periods and dependent on the occurrence of future events. Our income tax expense may vary from the expense that would be expected based on statutory rates due principally to our organizational structure and differences in the book and tax basis of our investment in EBS Master LLC. The recognition of valuation allowances related to certain net operating loss carryovers also can affect our income tax expense.

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Significant Items Affecting Comparability

Certain significant items or events should be considered to better understand differences in our results of operations from period to period. We believe that the following items or events have had a significant impact on our results of operations for the periods discussed below or may have a significant impact on our results of operations in future periods:

Acquisitions and Divestitures

We actively evaluate opportunities to improve and expand our business through targeted acquisitions that are consistent with our strategy. On occasion, we also may dispose of certain components of our business that no longer fit within our overall strategy. Because of our acquisition activity, our results of operations may not be directly comparable among periods. The following summarizes our acquisition transactions since January 1, 2012 and affected segments:

Date	Business	Description	Affected Segment
May 2012	TC3 Health, Inc. (“TC3”)	Technology-enabled provider of cost containment and payment integrity solutions	Payer Services
June 2013	Goold	Technology-enabled provider of pharmacy benefit and related services primarily to State Medicaid agencies	Pharmacy Services

Income Taxes

Our blended statutory federal and state income tax rate ranges from 37% to 40%. Our effective income tax rate, however, can be affected by several factors. The following table and subsequent commentary reconcile our federal statutory rate to our effective income tax rate, and the subsequent commentary describes the more significant of the reconciling factors:

	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Statutory United States federal tax rate		35.0	%		35.0	%
State income taxes (net of federal benefit)		(3.5	)		0.3
Other		(1.6	)		(0.5	)
Change in valuation allowance		1.4			—
Effective income tax rate		31.3	%		34.8	%

State Income Taxes—Our effective tax rate for state income taxes is generally impacted by changes in our uncertain tax positions and apportionment. In addition, during the nine months ended September 30, 2013, we changed our methodology of estimating state income taxes from a separate state return basis to, where permitted by the state taxing authorities, a consolidated state return basis.

Change in Valuation Allowance—We record valuation allowances or reverse existing valuation allowances related to assumed future income tax benefits depending on factors and circumstances related to our business. During 2010, we recognized a capital loss for tax purposes, the benefit of which could only be recognized upon recognition of a capital gain. During the nine months ended September 30, 2013, we recognized a capital gain associated with the sale of an equity investment that resulted in a partial reversal of our valuation allowance.

Stock-Based and Equity Compensation Expense

Beagle Parent Corp. (“Parent”) has granted equity-based awards to certain employees and directors to purchase shares of Parent common stock. In connection with these equity-based award grants, we incurred equity compensation expense of $2.1 million and $5.6 million for the three and nine months ended September 30, 2013 and $4.0 million for both the three and nine months ended September 30, 2012.

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Amendments of the Senior Credit Agreement

Our interest expense primarily is affected by the amount of debt funding and the applicable variable interest rates, including a fixed spread, under our Senior Credit Agreement. In April 2012, we amended the Senior Credit Agreement to reprice the Senior Credit Facilities and borrow $80.0 million of additional term loans for general corporate purposes, including acquisitions. As a result of these amendments, the LIBOR-based interest rate applicable to the Senior Credit Facilities was generally reduced by 175 basis points. The Senior Credit Agreement was further amended in April 2013 to further reduce the LIBOR-based interest rate by an additional 125 basis points, and also to modify certain financial covenants.

Critical Accounting Estimates

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect reported amounts and related disclosures. We consider an accounting estimate to be critical if:

• it requires assumptions to be made that were uncertain at the time the estimate was made; and

• changes in the estimate or different estimates that could have been made could have a material impact on our consolidated results of operations and financial condition.

We believe the current assumptions and other considerations used to estimate amounts reflected in our unaudited condensed consolidated financial statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our unaudited condensed consolidated financial statements, the resulting changes could have a material adverse effect on our unaudited condensed consolidated results of operations and financial condition.

We believe there have been no significant changes during the three and nine months ended September 30, 2013 to the items we disclosed as our critical accounting estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K.

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Results of Operations

The following table summarizes our consolidated results of operations for the three and nine months ended months ended September 30, 2013 and 2012, respectively (amounts in thousands).

	Three Months Ended September 30, 2013						Three Months Ended September 30, 2012						Nine Months Ended September 30, 2013						Nine Months Ended September 30, 2012
				% of						% of						% of						% of
	Amount			Revenue			Amount			Revenue			Amount			Revenue			Amount			Revenue
Revenues	$	323,906			100.0	%	$	297,075			100.0	%	$	941,093			100.0	%	$	877,577			100.0	%
Cost and expenses:
Cost of operations (exclusive of depreciation and amortization below)		197,378			60.9			181,818			61.2			580,501			61.7			534,463			60.9
Development and engineering		7,896			2.4			8,644			2.9			23,263			2.5			26,320			3.0
Sales, marketing, general and administrative		44,524			13.7			37,634			12.7			126,580			13.5			113,395			12.9
Depreciation and amortization		47,181			14.6			48,572			16.4			137,943			14.7			140,354			16.0
Accretion		7,112			2.2			2,758			0.9			18,712			2.0			15,104			1.7
Operating income		19,815			6.1			17,649			5.9			54,094			5.7			47,941			5.5
Interest expense, net		37,000			11.4			41,898			14.1			116,390			12.4			130,539			14.9
Loss on extinguishment of debt		—			—			—			—			23,160			2.5			21,853			2.5
Other		(1,046	)		(0.3	)		—			—			(1,046	)		(0.1	)		—			—
Income (loss) before income tax provision (benefit)		(16,139	)		(5.0	)		(24,249	)		(8.2	)		(84,410	)		(9.0	)		(104,451	)		(11.9	)
Income tax provision (benefit)		126			—			(9,093	)		(3.1	)		(26,422	)		(2.8	)		(36,364	)		(4.1	)
Net income (loss)	$	(16,265	)		(5.0	)%	$	(15,156	)		(5.1	)%	$	(57,988	)		(6.2	)%	$	(68,087	)		(7.8	)%

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Three Months Ended September 30, 2013 Compared to Three Months Ended September 30, 2012

Revenues

Our total revenues were $323.9 million for the three months ended September 30, 2013 as compared to $297.1 million for the three months ended September 30, 2012, an increase of $26.8 million, or 9.0%.

On an overall basis, revenues were adversely affected during the three months ended September 30, 2013 and 2012 by the continued impact of lower healthcare utilization driven by high unemployment and other economic factors. These negative impacts on revenue for the three months ended September 30, 2013 were offset partially by acquisition accounting adjustments in connection with our acquisition by affiliates of The Blackstone Group L.P. in November 2011 and the related financing transactions (collectively, the “2011 Transactions”), which reduced the revenue that would have otherwise been recognized in the prior year period. Additional factors affecting our revenues are described in the various segment discussions below.

Cost of Operations

Our total cost of operations was $197.4 million for the three months ended September 30, 2013 as compared to $181.8 million for the three months ended September 30, 2012, an increase of $15.6 million, or 8.6%. As a percentage of revenue, our cost of operations was 60.9% for the three months ended September 30, 2013 as compared to 61.2% the three months ended September 30, 2012. The increase in our cost of operations is primarily due to volume growth, including the impact of the United States postage rate increase effective in January 2013, the inclusion of the acquired TC3 and Goold businesses and increased strategic growth initiative and non-employee labor costs. The decrease in our cost of operations as a percentage of revenue is primarily due to changes in revenue mix.

Development and Engineering Expense

Our total development and engineering expense was $7.9 million for the three months ended September 30, 2013 as compared to $8.6 million for the three months ended September 30, 2012, a decrease of $0.7 million, or 8.7%. The decrease in our development and engineering expense is primarily due to labor utilization and other efficiencies.

Sales, Marketing, General and Administrative Expense

Our total sales, marketing, general and administrative expense was $44.5 million for the three months ended September 30, 2013 as compared to $37.6 million for the three months ended September 30, 2012, an increase of $6.9 million, or 18.3%. The increase in our sales, marketing, general and administrative expense was primarily due to increased severance costs related to the departure of our former chief executive officer, the inclusion of the acquired TC3 and Goold businesses and increased strategic growth initiative costs for the three months ended September 30, 2013.

Depreciation and Amortization Expense

Our depreciation and amortization expense was $47.2 million for the three months ended September 30, 2013 as compared to $48.6 million for the three months ended September 30, 2012, a decrease of $1.4 million, or 2.9%. This decrease was primarily due to the full amortization of our backlog intangible assets that were initially recorded in connection with the 2011 Transactions, partially offset by additional expense attribute to increased capital expenditures and acquisition activity.

Accretion Expense

Our accretion expense was $7.1 million for the three months ended September 30, 2013 as compared to $2.8 million for the three months ended September 30, 2012. The amount recognized as accretion expense can vary significantly from period to period due to changes in estimates related to the amount or timing of our tax receivable agreement obligation payments. Such changes can result from a variety of factors, including changes in tax rates and the expected timing of prior net operating loss utilization, which can be affected by business combinations, changes in leverage, operations or other factors.

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Interest Expense

Our interest expense was $37.0 million for the three months ended September 30, 2013 as compared to $41.9 million for the three months ended September 30, 2012, a decrease of $4.9 million, or 11.7%. Interest expense for the three months ended September 30, 2013 includes the effect of lower interest rates on the Senior Credit Facilities as a result of the April 2013 repricing transaction.

Income Taxes

Our income tax provision was $0.1 million for the three months ended September 30, 2013 as compared to an income tax benefit of $9.1 million for the three months ended September 30, 2012. Our effective tax rate was 0.8% for the three months ended September 30, 2013 as compared to 37.5% for the three months ended September 30, 2012. Differences between the federal statutory rate and the effective income tax rates for these periods principally relate to an increase in our state tax rates and a change in our methodology of estimating state income taxes from a separate state return basis to, where permitted by the state taxing authorities, a consolidated state return basis.

Segment Revenues and Adjusted EBITDA

We operate our business in four operating segments: payer services, provider revenue cycle solutions, ambulatory provider services and pharmacy services. In addition, we maintain a corporate function which includes management, administrative and other shared corporate services such as information technology, legal, finance, human resources, marketing and product management.

Financial information for each of our segments is set forth in Note 12 to the unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report. The segment profit measure primarily utilized by management is adjusted EBITDA which is defined as EBITDA (defined as net income before income tax provision (benefit), net interest expense and depreciation and amortization), plus certain other non-cash or non-operating items. The non-cash or other non-operating items affecting the segment profit measure generally include equity compensation; acquisition accounting adjustments; acquisition-related costs; strategic initiatives, duplicative and transition costs; and contingent consideration adjustments. Adjusted EBITDA for the respective segments excludes all costs and adjustments associated with the above-referenced corporate functions.

Payer Services

Our payer services segment revenue and adjusted EBITDA is summarized in the following table (in thousands):

	September 30, 2013		September 30, 2012		$ Change
Revenue:
Claims management	$	77,092	$	64,557	$	12,535
Payment distribution services		64,245		63,330		915
Intersegment revenue		1,272		1,211		61
	$	142,609	$	129,098	$	13,511
Adjusted EBITDA	$	59,145	$	49,973	$	9,172

Claims management revenue for the three months ended September 30, 2013 increased by $12.5 million, or 19.4%, as compared to the prior year period primarily due to new sales and implementations, partially offset by the impact of market pricing pressures on our transaction rates.

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Payment distribution services revenues for the three months ended September 30, 2013 increased by $0.9 million, or 1.4%, as compared to the prior year period. This increase was primarily driven by new sales and implementations and the impact of the United States postage rate increase effective in January 2013, partially offset by customer attrition.

Payer services adjusted EBITDA for the three months ended September 30, 2013 increased by $9.2 million, or 18.4%, as compared to the prior year period. As a percentage of revenue, payer services adjusted EBITDA was 41.5% for the three months ended September 30, 2013 as compared to 38.7% for the three months ended September 30, 2012. The increase in payer services adjusted EBITDA and as a percentage of revenue was primarily due to the impact of the revenue items described above including changes in revenue mix, partially offset by increased strategic growth initiative costs.

Provider Revenue Cycle Solutions

Our provider revenue cycle solutions segment revenue and adjusted EBITDA is summarized in the following table (in thousands):

	September 30, 2013		September 30, 2012		$ Change
Revenue:
Revenue cycle technology	$	30,222	$	27,096	$	3,126
Revenue cycle services		31,172		28,665		2,507
Intersegment revenue		353		205		148
	$	61,747	$	55,966	$	5,781
Adjusted EBITDA	$	25,282	$	26,399	$	(1,117	)

Revenue cycle technology revenue for the three months ended September 30, 2013 increased by $3.1 million, or 11.5%, as compared to the prior year period primarily due to new sales and implementations, partially offset by customer attrition.

Revenue cycle services revenue for the three months ended September 30, 2013 increased by $2.5 million, or 8.7%, as compared to the prior year period primarily due to new sales and implementations, partially offset by contracted service modifications and the effects of changing reimbursement patterns and rates of federal and state payers related to our government program eligibility and enrollment services.

Provider revenue cycle solutions adjusted EBITDA for the three months ended September 30, 2013 decreased by $1.1 million, or 4.2%, as compared to the prior year period. As a percentage of revenue, provider revenue cycle solutions adjusted EBITDA was 40.9% for the three months ended September 30, 2013 as compared to 47.2% for the three months ended September 30, 2012. The decrease in provider revenue cycle solutions adjusted EBITDA and as a percentage of revenue was primarily due to increased labor costs in advance of related revenues, contracted service modifications and the effects of changing reimbursement patterns and rates of federal and state payers related to our government program eligibility and enrollment services and increased strategic growth initiative costs, partially offset by the impact of the other revenue items described above.

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Ambulatory Provider Services

Our ambulatory provider services segment revenue and adjusted EBITDA is summarized in the following table (in thousands):

	September 30, 2013		September 30, 2012		$ Change
Revenue:
Patient billing and payment services	$	63,264	$	63,817	$	(553	)
Physician services		19,467		18,279		1,188
Dental		8,080		7,828		252
	$	90,811	$	89,924	$	887
Adjusted EBITDA	$	23,443	$	24,471	$	(1,028	)

Patient billing and payment services revenue for the three months ended September 30, 2013 decreased by $0.6 million, or 0.9%, as compared to the prior year period primarily due to customer attrition and lower volumes, partially offset by new sales and implementations and the impact of the United States postage rate increase effective in January 2013.

Physician services revenue for the three months ended September 30, 2013 increased by $1.2 million, or 6.5%, as compared to the prior year period primarily due to new sales and implementations, partially offset by customer attrition.

Dental revenues for the three months ended September 30, 2013 were generally consistent with those reflected in the prior year period.

Ambulatory provider services adjusted EBITDA for the three months ended September 30, 2013 decreased by $1.0 million, or 4.2%, as compared to the prior year period. As a percentage of revenue, ambulatory provider services adjusted EBITDA was 25.8% for the three months ended September 30, 2013 as compared to 27.2% for the three months ended September 30, 2012. The decrease in ambulatory provider services adjusted EBITDA and as a percentage of revenue was primarily due to the impact of the U.S. postage rate increase effective in January 2013 and increased labor and strategic growth initiative costs.

Pharmacy Services

Our pharmacy services revenue and adjusted EBITDA is summarized in the following table (in thousands):

	September 30, 2013		September 30, 2012		$ Change
Revenue:
Pharmacy services	$	30,364	$	23,503	$	6,861
Intersegment revenue		77		90		(13	)
	$	30,441	$	23,593	$	6,848
Adjusted EBITDA	$	13,179	$	11,823	$	1,356

Pharmacy services revenue for the three months ended September 30, 2013 increased by $6.9 million, or 29.2%, as compared to the prior year period. Pharmacy services revenue for the three months ended September 30, 2013 included $5.2 million related to the Goold acquisition. Excluding this revenue, pharmacy services revenue for the three months ended September 30, 2013 increased by $1.6 million, or 6.9%, as compared to the prior year period. This increase was primarily due to new sales and implementations.

Pharmacy services adjusted EBITDA for the three months ended September 30, 2013 increased by $1.4 million, or 11.5%, as compared to the prior year period. The increase in pharmacy services adjusted EBITDA is primarily due to the impact of the revenue items described above. As a percentage of revenue, pharmacy services adjusted EBITDA was 43.3% for the three months ended September 30, 2013 as compared to 50.1% for the prior year period. The decrease in pharmacy services adjusted EBITDA as a percentage of revenue is primarily due to increased strategic growth initiative and channel partner costs and changes in revenue mix, including the impact of the Goold acquisition.

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Nine Months Ended September 30, 2013 Compared to Nine Months Ended September 30, 2012

Revenues

Our total revenues were $941.1 million for the nine months ended September 30, 2013 as compared to $877.6 million for the nine months ended September 30, 2012, an increase of $63.5 million, or 7.2%.

On an overall basis, revenues were adversely affected during the nine months ended September 30, 2013 and 2012 by the continued impact of lower healthcare utilization driven by high unemployment and other economic factors. These negative impacts on revenue for the nine months ended September 30, 2013 were offset partially by acquisition accounting adjustments in connection with the 2011 Transactions, which reduced the revenue that would have otherwise been recognized in the prior year period. Additional factors affecting our revenues are described in the various segment discussions below.

Cost of Operations

Our total cost of operations was $580.5 million for the nine months ended September 30, 2013 as compared to $534.5 million for the nine months ended September 30, 2012, an increase of $46.0 million, or 8.6%. As a percentage of revenue, our cost of operations was 61.7% for the nine months ended September 30, 2013 as compared to 60.9% for the nine months ended September 30, 2012. The increase in our cost of operations and as a percentage of revenue is primarily due to volume growth, including the impact of the United States postage rate increases effective in April 2012 and January 2013, the inclusion of the acquired TC3 and Goold businesses and increased strategic growth initiative, acquisition-related and non-employee labor costs.

Development and Engineering Expense

Our total development and engineering expense was $23.3 million for the nine months ended September 30, 2013 as compared to $26.3 million for the nine months ended September 30, 2012, a decrease of $3.1 million, or 11.6%. The decrease in our development and engineering expense is primarily due to labor utilization and other efficiencies.

Sales, Marketing, General and Administrative Expense

Our total sales, marketing, general and administrative expense was $126.6 million for the nine months ended September 30, 2013 as compared to $113.4 million for the nine months ended September 30, 2012, an increase of $13.2 million, or 11.6%. The increase in our sales, marketing, general and administrative expense was primarily due to increased equity compensation expense, increased severance costs related to the departure of our former chief executive officer, the inclusion of the acquired TC3 and Goold businesses, the disposal of a legacy product and increased strategic growth initiative costs for the nine months ended September 30, 2013, partially offset by a reduction in fees associated with the April 2012 and April 2013 amendments of the Senior Credit Facilities, other professional fees and software maintenance costs.

Depreciation and Amortization Expense

Our depreciation and amortization expense was $137.9 million for the nine months ended September 30, 2013 as compared to $140.4 million for the nine months ended September 30, 2012, a decrease of $2.4 million, or 1.7%. This decrease was primarily due to the full amortization of our backlog intangible assets that were initially recorded in connection with the 2011 Transactions, partially offset by additional expense attributable to increased capital expenditures and acquisition activity.

Accretion Expense

Our accretion expense was $18.7 million for the nine months ended September 30, 2013 as compared to $15.1 million for the nine months ended September 30, 2012. The amount recognized as accretion expense can vary significantly from period to period due to changes in estimates related to the amount or timing of our tax receivable agreement obligation payments. Such changes can result from a variety of factors, including changes in tax rates and the expected timing of prior net operating loss utilization, which can be affected by business combinations, changes in leverage, operations or other factors.

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Interest Expense

Our interest expense was $116.4 million for the nine months ended September 30, 2013 as compared to $130.5 million for the nine months ended September 30, 2012, a decrease of $14.1 million, or 10.8%. Interest expense for the nine months ended September 30, 2013 includes the effect of lower interest rates on the Senior Credit Facilities as a result of the April 2012 and April 2013 repricing transactions, partially offset by additional borrowings in connection with the TC3 acquisition.

Income Taxes

Our income tax benefit was $26.4 million for the nine months ended September 30, 2013 as compared to an income tax benefit of $36.4 million for the nine months ended September 30, 2012. Our effective tax rate was 31.3% for the nine months ended September 30, 2013 as compared to 34.8% for the nine months ended September 30, 2012. Differences between the federal statutory rate and the effective income tax rates for these periods principally relate to an increase in state tax rates and a change in methodology of estimating state income taxes from a separate return basis to, where permitted by the state taxing authorities, a consolidated state return basis.

Segment Revenues and Adjusted EBITDA

Payer Services

Our payer services revenue and adjusted EBITDA is summarized in the following table (in thousands):

	September 30, 2013		September 30, 2012		$ Change
Revenue:
Claims management	$	212,242	$	179,519	$	32,723
Payment distribution services		195,129		191,125		4,004
Intersegment revenue		3,385		3,117		268
	$	410,756	$	373,761	$	36,995
Adjusted EBITDA	$	164,790	$	149,895	$	14,895

Claims management revenue for the nine months ended September 30, 2013 increased by $32.7 million, or 18.2%, as compared to the prior year period. Claims management revenue for the nine months ended September 30, 2013 included $34.8 million related to the TC3 acquisition as compared to $15.6 in the prior year period. Excluding this revenue, claims management revenue for the nine months ended September 30, 2013 increased by $13.5 million, or 8.2%, as compared to the prior year period. This increase was primarily due to new sales and implementations, partially offset by the impact of market pricing pressures on our transaction rates.

Payment distribution services revenues for the nine months ended September 30, 2013 increased by $4.0 million, or 2.1%, as compared to the prior year period. This increase was primarily driven by new sales and implementations and the impact of the United States postage rate increases effective in April 2012 and January 2013, partially offset by customer attrition.

Payer services adjusted EBITDA for the nine months ended September 30, 2013 increased by $14.9 million, or 9.9%, as compared to the prior year period. As a percentage of revenue, payer services adjusted EBITDA was 40.1% for both the nine months ended September 30, 2013 and 2012. The increase in payer services adjusted EBITDA was primarily due to the impact of the revenue items described above, including the TC3 acquisition, partially offset by increased strategic growth initiative costs.

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Provider Revenue Cycle Solutions

Our provider revenue cycle solutions segment revenue and adjusted EBITDA is summarized in the following table (in thousands):

	September 30, 2013		September 30, 2012		$ Change
Revenue:
Revenue cycle technology	$	89,499	$	80,495	$	9,004
Revenue cycle services		92,273		86,034		6,239
Intersegment revenue		1,014		643		371
	$	182,786	$	167,172	$	15,614
Adjusted EBITDA	$	74,703	$	78,277	$	(3,574	)

Revenue cycle technology revenue for the nine months ended September 30, 2013 increased by $9.0 million, or 11.2%, as compared to the prior year period primarily due to new sales and implementations, partially offset by customer attrition.

Revenue cycle services revenue for the nine months ended September 30, 2013 increased by $6.2 million, or 7.3%, as compared to the prior year period primarily due to new sales and implementations, partially offset by contracted service modifications and the effects of changing reimbursement patterns and rates of federal and state payers related to our government program eligibility and enrollment services.

Provider revenue cycle solutions adjusted EBITDA for the nine months ended September 30, 2013 decreased by $3.6 million, or 4.6%, as compared to the prior year period. As a percentage of revenue, provider revenue cycle solutions adjusted EBITDA was 40.9% for the nine months ended September 30, 2013 as compared to 46.8% for the nine months ended September 30, 2012. The decrease in provider revenue cycle solutions adjusted EBITDA and as a percentage of revenue was primarily due to increased labor costs in advance of related revenues, contracted service modifications and the effects of changing reimbursement patterns and rates of federal and state payers related to our government program eligibility and enrollment services and increased strategic growth initiative costs, partially offset by the impact of the other revenue items described above.

Ambulatory Provider Services

Our ambulatory provider services segment revenue and adjusted EBITDA is summarized in the following table (in thousands):

	September 30, 2013		September 30, 2012		$ Change
Revenue:
Patient billing and payment services	$	190,410	$	191,191	$	(781	)
Physician services		56,719		55,178		1,541
Dental		24,491		24,028		463
	$	271,620	$	270,397	$	1,223
Adjusted EBITDA	$	71,097	$	74,061	$	(2,964	)

Patient billing and payment services revenue for the nine months ended September 30, 2013 decreased by $0.8 million, or 0.4%, as compared to the prior year period primarily due to customer attrition and lower volumes, partially offset by new sales and implementations and the impact of the United States postage rate increases effective in April 2012 and January 2013.

Physician services revenue for the nine months ended September 30, 2013 increased by $1.5 million, or 2.8%, as compared to the prior year period primarily due to new sales and implementations, partially offset by customer attrition.

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Dental revenues for the nine months ended September 30, 2013 were generally consistent with those reflected in the prior year period.

Ambulatory provider services adjusted EBITDA for the nine months ended September 30, 2013 decreased by $3.0 million, or 4.0%, as compared to the prior year period. As a percentage of revenue, ambulatory provider services adjusted EBITDA was 26.2% for the nine months ended September 30, 2013 as compared to 27.4% for the nine months ended September 30, 2012. The decrease in ambulatory provider services adjusted EBITDA and as a percentage of revenue was primarily due to the impact of the U.S. postage rate increases effective in April 2012 and January 2013 and increased labor and strategic growth initiative costs.

Pharmacy Services

Our pharmacy services revenue and adjusted EBITDA is summarized in the following table (in thousands):

	September 30, 2013		September 30, 2012		$ Change
Revenue:
Pharmacy services	$	80,330	$	70,007	$	10,323
Intersegment revenue		256		270		(14	)
	$	80,586	$	70,277	$	10,309
Adjusted EBITDA	$	37,166	$	35,406	$	1,760

Pharmacy services revenue for the nine months ended September 30, 2013 increased by $10.3 million, or 14.7%, as compared to the prior year period. Pharmacy services revenue for the nine months ended September 30, 2013 included $6.6 million related to the Goold acquisition. Excluding this revenue, pharmacy services revenue for the nine months ended September 30, 2013 increased by $3.8 million, or 5.3%, as compared to the prior year period. This increase was primarily due to new sales and implementations.

Pharmacy services adjusted EBITDA for the nine months ended September 30, 2013 increased by $1.8 million, or 5.0%, as compared to the prior year period. The increase in pharmacy services adjusted EBITDA is primarily due to the impact of the revenue items described above. As a percentage of revenue, pharmacy services adjusted EBITDA was 46.1% for the three months ended September 30, 2013 as compared to 50.4% for the three months ended September 30, 2013. The decrease as a percentage of revenue was primarily due to increased strategic growth initiative and channel partner costs and the impact of the Goold acquisition, partially offset by the impact of the revenue items discussed above.

Liquidity and Capital Resources

General

We are a holding company with no material business operations. Our principal assets are the equity interests we own in our subsidiaries. We conduct all of our business operations through our direct and indirect subsidiaries. Accordingly, our only material sources of cash are borrowings under our Senior Credit Facilities and dividends or other distributions or payments that are derived from earnings and cash flow generated by our subsidiaries.

We anticipate cash generated by operations, the funds available under our Senior Credit Facilities, including our Revolving Facility, and existing cash and equivalents will be sufficient to meet working capital requirements, service our debt and finance capital expenditures. There can be no assurance, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our Senior Credit Facilities in amounts sufficient to enable us to repay our indebtedness, or to fund other liquidity needs.

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We and our subsidiaries, affiliates or significant stockholders may from time to time seek to retire or purchase our outstanding debt (including our senior notes) through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Cash Flows

Operating Activities

Cash provided by operating activities for the nine months ended September 30, 2013 was $110.0 million as compared to $69.2 million for nine months ended September 30, 2012. The $40.8 million increase is primarily due to business growth, the timing and reduction of interest payments under our Senior Credit Facilities and the timing of collections and disbursements.

Cash provided by operating activities can be significantly impacted by our non-cash working capital assets and liabilities, which may vary based on the timing of cash receipts that fluctuate by day of week and/or month and also may be impacted by cash management decisions.

Investing Activities

Cash used in investing activities for the nine months ended September 30, 2013 was $65.3 million as compared to $100.0 million for the nine months ended September 30, 2012. Cash used in investing activities for each of the nine months ended September 30, 2013 and 2012 consisted of capital expenditures for property and equipment and cash consideration paid for acquisitions. In addition, the Company received proceeds of $5.8 million during the nine months ended September 30, 2013 related to the sale of its equity interest in a cost method investment.

Financing Activities

Cash used in financing activities for the nine months ended September 30, 2013 was $15.0 million as compared to cash provided by financing activities of $43.2 million for the nine months ended September 30, 2012. Cash used in financing activities for the nine months ended September 30, 2013 primarily consisted of principal payments under our Senior Credit Facilities and deferred financing arrangements. Cash provided by financing activities for the nine months ended September 30, 2012 primarily consisted of net proceeds of additional term loans received in connection with the April 2012 amendment of our Senior Credit Agreement, partially offset by principal payments under our Senior Credit Facilities.

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Long-term Debt

In November 2011, we entered into the Senior Credit Agreement which was comprised of the Term Loan Facility and the Revolving Facility, $375.0 million of 11% senior notes due 2019 (the “2019 Notes”) and $375.0 million of 11.25% senior notes due 2020 (the “2020 Notes”; together with the 2019 Notes, the “Senior Notes”).

Long-term debt as of September 30, 2013 and December 31, 2012, consisted of the following:

	September 30,			December 31,
	2013			2012
Senior Credit Facilities
$1,301 million Senior Secured Term Loan facility, due November 2, 2018, net of unamortized discount of $16,583 and $32,426 at September 30, 2013 and December 31, 2012, respectively (effective interest rate of 4.21%)	$	1,264,908		$	1,258,758
$125 million Senior Secured Revolving Credit facility, expiring on November 2, 2016 and bearing interest at a variable base rate plus a spread rate		—			—
Senior Notes
$375 million 11% Senior Notes due December 31, 2019, net of unamortized discount of $7,883 and $8,506 at September 30, 2013 and December 31, 2012, respectively (effective interest rate of 11.53%)		367,117			366,494
$375 million 11.25% Senior Notes due December 31, 2020, net of unamortized discount of $9,778 and $10,393 at September 30, 2013 and December 31, 2012, respectively (effective interest rate of 11.86%)		365,222			364,607
Obligation under data sublicense agreement		26,863			26,863
Other		13,664			287
Less current portion		(22,031	)		(17,595	)
Long-term debt	$	2,015,743		$	1,999,414

Senior Credit Facilities

The Senior Credit Agreement provides that, subject to certain conditions, we may request additional tranches of term loans, increase commitments under the Revolving Facility or the Term Loan Facility or add one or more incremental revolving facility tranches (provided that the revolving credit commitments outstanding at any time have no more than three different maturity dates) in an aggregate amount not to exceed (a) $300.0 million plus (b) an unlimited amount at any time, subject to compliance on a pro forma basis with a first lien net leverage ratio of no greater than 4.00:1.00. Availability of such additional tranches of term loans or revolving facilities and/or increased commitments is subject to, among other conditions, the absence of any default under the Senior Credit Agreement and the receipt of commitments by existing or additional financial institutions. Proceeds of the Revolving Facility, including up to $30.0 million in the form of borrowings on same-day notice, referred to as swingline loans, and up to $50.0 million in the form of letters of credit, are available to provide financing for working capital and general corporate purposes.

Borrowings under the Senior Credit Facilities bear interest at an annual rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the highest of (i) the applicable prime rate, (ii) the federal funds rate plus 0.50% and (iii) a LIBOR rate determined by reference to the costs of funds for United States dollar deposits for an interest period of one month, adjusted for certain additional costs, plus 1.00%, which base rate, in the case of the Term Loan Facility only, shall be no less than 2.25% or (b) a LIBOR rate determined by reference to the costs of funds for United States dollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, which, in the case of the Term Loan Facility only, shall be no less than 1.25%.

In April 2012, we amended the Senior Credit Agreement to reprice the Senior Credit Facilities and borrow $80.0 million of additional term loans for general corporate purposes, including acquisitions. Following this amendment, the LIBOR-based interest rate on the Term Loan Facility was LIBOR plus 3.75%, compared to the previous interest rate of LIBOR plus 5.50%. The new LIBOR-based interest rate on the Revolving Facility was LIBOR plus 3.50% (with a potential step-down to LIBOR plus 3.25% based on our first lien net leverage ratio), compared to the previous interest rate of LIBOR plus 5.25% (with a potential step-down to LIBOR plus 5.00% based on our first lien net leverage ratio).

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In April 2013, the Company again amended the Senior Credit Agreement to further reprice, and also to modify certain financial covenants under, the Senior Credit Facilities. Following this amendment, the interest rate on the Term Loan Facility is LIBOR plus 2.50%, compared to the previous interest rate of LIBOR plus 3.75%. The new interest rate on the Revolving Facility is LIBOR plus 2.50%, compared to the previous interest rate of LIBOR plus 3.50% (or 3.25% based on a specified first lien net leverage ratio). The Term Loan Facility remains subject to a LIBOR floor of 1.25%, and there continues to be no LIBOR floor on the Revolving Facility. In connection with the April 2013 repricing, the Senior Credit Agreement also was amended to, among other things, eliminate the financial covenant in the Senior Credit Facilities related to the consolidated cash interest coverage ratio and modify the financial covenant related to the net leverage test by maintaining the required first lien net leverage ratio at its current level of 5.35 to 1.00 for the remaining term of the Senior Credit Facilities.

These amendments to the Senior Credit Agreement resulted in a loss on extinguishment of debt of $23.2 million and $21.9 million and other expenses related to fees paid to third parties of $1.2 million and $3.6 million, for the three and nine months ended September 30, 2013 and 2012, respectively, which have been reflected within sales, marketing, general and administrative expense in the accompanying consolidated statements of operations.

In addition to paying interest on outstanding principal under the Senior Credit Facilities, we are required to pay customary agency fees, letter of credit fees and a 0.50% commitment fee in respect of the unutilized commitments under the Revolving Facility.

The Senior Credit Agreement requires that we prepay outstanding loans under the Term Loan Facility, subject to certain exceptions, with (a) 100% of the net cash proceeds of any incurrence of debt other than debt permitted under the Senior Credit Agreement, (b) commencing with the fiscal year ended December 31, 2012, 50% (which percentage will be reduced to 25% and 0% based on our first lien net leverage ratio) of our annual excess cash flow and (c) 100% of the net cash proceeds of certain asset sales and casualty and condemnation events, subject to reinvestment rights and certain other exceptions.

We generally may voluntarily prepay outstanding loans under the Senior Credit Facilities at any time without premium or penalty other than breakage costs with respect to LIBOR loans; provided, however, the Company may be subject to a prepayment premium of 1.00% of the aggregate principal amount of the loans so prepaid based on the timing of certain repricing transactions.

We are required to make quarterly payments equal to 0.25% of the aggregate principal amount of the loans under the Term Loan Facility, with the balance due and payable on November 2, 2018. Any principal amount outstanding under the Revolving Facility is due and payable on November 2, 2016.

Certain of our United States wholly-owned restricted subsidiaries, together with the Company, are co-borrowers and jointly and severally liable for all obligations under the Senior Credit Facilities. Such obligations of the co-borrowers are unconditionally guaranteed by Beagle Intermediate Holdings, Inc., a direct wholly-owned subsidiary of Parent, the Company and each of our existing and future United States wholly-owned restricted subsidiaries (with certain exceptions including immaterial subsidiaries). These obligations are secured by a perfected security interest in substantially all of the assets of the co-borrowers and guarantors now owned or later acquired, including a pledge of all of the capital stock of the Company and our United States wholly-owned restricted subsidiaries and 65% of the capital stock of our foreign restricted subsidiaries, subject in each case to the exclusion of certain assets and additional exceptions.

The Senior Credit Agreement requires us to comply with a maximum first lien net leverage ratio financial maintenance covenant, to be tested on the last day of each fiscal quarter. A breach of the first lien net leverage ratio covenant is subject to certain equity cure rights. In addition, the Senior Credit Facilities contain a number of negative covenants that, among other things and subject to certain exceptions, restrict our ability and the ability of our subsidiaries to:

• incur additional indebtedness or guarantees;

• incur liens;

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• make investments, loans and acquisitions;

• consolidate or merge;

• sell assets, including capital stock of subsidiaries;

• pay dividends on capital stock or redeem, repurchase or retire capital stock of the Company or any restricted subsidiary;

• alter the business of the Company;

• amend, prepay, redeem or purchase subordinated debt;

• engage in transactions with affiliates; and

• enter into agreements limiting dividends and distributions of certain subsidiaries.

The Senior Credit Agreement also contains certain customary representations and warranties, affirmative covenants and provisions relating to events of default (including upon change of control).

Senior Notes

The 2019 Notes bear interest at an annual rate of 11% with interest payable semi-annually on June 30 and December 31 of each year. The 2019 Notes mature on December 31, 2019. The 2020 Notes bear interest at an annual rate of 11.25% with interest payable quarterly on March 31, June 30, September 30 and December 31 of each year. The 2020 Notes mature on December 31, 2020.

We may redeem the 2019 Notes, the 2020 Notes or both, in whole or in part, at any time on or after December 31, 2015 at the applicable redemption price, plus accrued and unpaid interest. In addition, at any time prior to December 31, 2014, we may, at our option and on one or more occasions, redeem up to 35% of the aggregate principal amount of the 2019 Notes or the 2020 Notes, at a redemption price equal to 100% of the aggregate principal amount, plus a premium equal to the stated interest rate on the 2019 Notes or the 2020 Notes, respectively, plus accrued and unpaid interest with the net cash proceeds of certain equity offerings; provided that at least 50% of the sum of the aggregate principal amount of the 2019 Notes or 2020 Notes, respectively, originally issued (including any additional notes) remain outstanding immediately after such redemption and the redemption occurs within 180 days of the equity offering. At any time prior to December 31, 2015, we may redeem the 2019 Notes, the 2020 Notes or both, in whole or in part, at our option and on one or more occasions, at a redemption price equal to 100% of the principal amount, plus an applicable premium and accrued and unpaid interest. If we experience specific kinds of changes in control, we must offer to purchase the Senior Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest.

The Senior Notes are senior unsecured obligations and rank equally in right of payment with all of our existing and future indebtedness and senior in right of payment to all of our existing and future subordinated indebtedness. Our obligations under the Senior Notes are guaranteed on a senior basis by all of our existing and subsequently acquired or organized wholly-owned United States restricted subsidiaries that guarantee our Senior Credit Facilities or our other indebtedness or indebtedness of any affiliate guarantor. The Senior Notes and the related guarantees are effectively subordinated to our existing and future secured obligations and that of our affiliate guarantors to the extent of the value of the collateral securing such obligations, and are structurally subordinated to all existing and future indebtedness and other liabilities of any of our subsidiaries that do not guarantee the Senior Notes.

The indentures governing the Senior Notes (the “Indentures”) contain covenants that, among other things, limit our ability and the ability of certain of our subsidiaries to:

• pay dividends on our capital stock or redeem, repurchase or retire our capital stock;

• incur additional indebtedness or issue certain capital stock;

• incur certain liens;

• make investments, loans, advances and acquisitions;

• consolidate, merge or transfer of all or substantially all or substantially all of our assets and the assets of our subsidiaries;

• prepay subordinated debt;

• engage in certain transactions with our affiliates; and

• enter into agreements restricting our restricted subsidiaries’ ability to pay dividends.

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The Indentures also contain certain affirmative covenants and events of default.

Off-Balance Sheet Arrangements

As of the filing of this Quarterly Report, we had no off-balance sheet arrangements or obligations, other than those related to surety bonds of an insignificant amount.

Recent Accounting Pronouncements

Our recent accounting pronouncements are summarized in Note 2 to our unaudited condensed consolidated financial statements included in this Quarterly Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have interest rate risk primarily related to borrowings under the Senior Credit Agreement. Borrowings under the Senior Credit Facilities bear interest at an annual rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the highest of (i) the applicable prime rate, (ii) the federal funds rate plus 0.50% and (iii) a LIBOR rate determined by reference to the costs of funds for United States dollar deposits for an interest period of one month, adjusted for certain additional costs, plus 1.00%, which base rate, in the case of the Term Loan Facility only, shall be no less than 2.25% or (b) a LIBOR rate determined by reference to the costs of funds for United States dollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, which, in the case of the Term Loan Facility only, shall be no less than 1.25%.

As of September 30, 2013, we had outstanding borrowings of $1,281.5 million under the Senior Credit Agreement. As of September 30, 2013, the LIBOR-based interest rate on the Term Loan Facility was LIBOR plus 2.50% and the LIBOR-based interest rate on the Revolving Facility was LIBOR plus 2.50%. The Term Loan Facility is subject to a LIBOR floor of 1.25% and there is no LIBOR floor on the Revolving Facility.

We manage economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of our debt funding and the use of derivative financial instruments. Specifically, we enter into interest rate swap agreements to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our interest rate swap agreements are used to manage differences in the amount, timing and duration of our known or expected cash receipts and our known or expected cash payments principally related to our borrowings.

In January 2012, we executed three interest rate swap agreements with an aggregate notional amount of $640 million to reduce the variability of interest payments associated with the Term Loan Facility. For the quarter ended September 30, 2013, our interest rate swap agreements were designated as a cash flow hedge so that changes in the fair market value of the interest rate swap agreements were included within other comprehensive income.

A change in interest rates on variable rate debt may impact our pretax earnings and cash flows. However, due to a floor on the floating rate index of 1.25% under the Term Loan Facility, as of September 30, 2013, our interest rates must increase by more than 97 basis points before our interest expense or cash flows are affected. Based on our outstanding debt as of September 30, 2013, and assuming that our mix of debt instruments, interest rate swaps and other variables remain the same, the annualized effect of a one percentage point change in variable interest rates would have minimal impact on our earnings and cash flows.

In the future, in order to manage our interest rate risk, we may refinance our existing debt, enter into additional interest rate swap agreements, modify our existing interest rate swap agreements or make changes that may impact our ability to treat our interest rate swaps as a cash flow hedge. However, we do not intend or expect to enter into derivative or interest rate swap transactions for speculative purposes.

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ITEM 4. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of September 30, 2013. Based upon that evaluation, our CEO and CFO concluded that, as of September 30, 2013, our disclosure controls and procedures were effective in causing material information relating to us (including our consolidated subsidiaries) to be recorded, processed, summarized and reported by management on a timely basis and to ensure the quality and timeliness of our public disclosures with SEC disclosure obligations.

Changes in Internal Control Over Financial Reporting

There have been no changes to our internal control over financial reporting that occurred during the three months ended September 30, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the normal course of business, the Company is subject to claims, lawsuits and legal proceedings. While it is not possible to ascertain the ultimate outcome of such matters, in management’s opinion, the liabilities, if any, in excess of amounts provided or covered by insurance, are not expected to have a material adverse effect on our consolidated financial position, results of operations or liquidity.

ITEM 1A. RISK FACTORS

The discussion of the Company’s business and operations should be read together with the risk factors contained under the heading “Risk Factors” in our Form 10-K, which describes various risks and uncertainties to which we are or may be subject. These risks and uncertainties have the potential to affect our business, financial condition and results of operations, cash flows and prospects in a material adverse manner. As of the date hereof, there have been no material changes to the risk factors set forth in our Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The exhibits listed on the accompanying Exhibit Index are filed, furnished or incorporated by reference (as stated therein) as part of this Quarterly Report.

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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 thereunto duly authorized.

	EMDEON INC.
Date: November 8, 2013	By:	/s/ Neil E. de Crescenzo
		Neil E. de Crescenzo, Chief Executive Officer and Director
		(Principal Executive Officer)
Date: November 8, 2013	By:	/s/ Bob A. Newport
		Bob A. Newport, Jr., Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Exhibit Index

Exhibit No.
4.1	2019 Notes Supplemental Indenture, dated as of August 8, 2013, between Goold Health Systems and Wilmington Trust, National Association, as trustee (filed herewith).
4.2	2020 Notes Supplemental Indenture, dated as of August 8, 2013, between Goold Health Systems and Wilmington Trust, National Association, as trustee (filed herewith).
10.1	Employment Agreement, dated September 30, 2013, among Neil E. de Crescenzo and Emdeon Business Services LLC (filed herewith).
10.2	Separation Agreement and General Release, dated October 4, 2013, among George I. Lazenby IV and Emdeon Business Services LLC (filed herewith).
31.1	Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2	Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Scheme Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.DEF	XBRL Taxonomy Definition Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

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EX-4.1

Exhibit 4.1

Supplemental Indenture (this “Supplemental Indenture”), dated as of August 8, 2013, between Goold Health Systems, a Maine corporation (the “Guaranteeing Subsidiary”), a subsidiary of Emdeon Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, Beagle Acquisition Corp. (“Beagle”) has heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of November 2, 2011, providing for the issuance of an unlimited aggregate principal amount of 11.00% Senior Notes due 2019 (the “Notes”);

WHEREAS, the Notes were issued and sold in connection with the merger of Beagle with and into the Issuer (the “Merger”), whereby, upon consummation of the Merger, the Issuer continued as the surviving corporation;

WHEREAS, upon consummation of the Merger, and simultaneously with the execution of the Indenture, the Issuer, certain Guarantors party thereto and the Trustee entered into a supplemental indenture, under which the Issuer and the Guarantors became party to the Indenture;

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. The Guaranteeing Subsidiary acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) join and become a party to the Indenture as indicated by its signature below; (ii) be bound by the Indenture, as of the date hereof, as if made by, and with respect to, each signatory hereto; and (iii) perform all obligations and duties required of a Guarantor pursuant to the Indenture. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 thereof.

(3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4) No Recourse Against Others. No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuer or any Guaranteeing Subsidiary (other than the Issuer and the Guarantors) shall have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(5) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(6) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

(7) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(8) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

(9) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

(10) Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

GOOLD HEALTH SYSTEMS
By:	/s/ Lowell Stokes
Name:	Lowell Stokes
Title:	Assistant Secretary
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Joseph P. O’Donnell
Name:	Joseph P. O’Donnell
Title:	Vice President

Supplemental Indenture (11.00% Senior Notes Due 2019)

EX-4.2

Exhibit 4.2

Supplemental Indenture (this “Supplemental Indenture”), dated as of August 8, 2013, between Goold Health Systems, a Maine corporation (the “Guaranteeing Subsidiary”), a subsidiary of Emdeon Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, Beagle Acquisition Corp. (“Beagle”) has heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of November 2, 2011, providing for the issuance of an unlimited aggregate principal amount of 11 ¹⁄₄% Senior Notes due 2020 (the “Notes”);

WHEREAS, the Notes were issued and sold in connection with the merger of Beagle with and into the Issuer (the “Merger”), whereby, upon consummation of the Merger, the Issuer continued as the surviving corporation;

WHEREAS, upon consummation of the Merger, and simultaneously with the execution of the Indenture, the Issuer, certain Guarantors party thereto and the Trustee entered into a supplemental indenture, under which the Issuer and the Guarantors became party to the Indenture;

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. The Guaranteeing Subsidiary acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) join and become a party to the Indenture as indicated by its signature below; (ii) be bound by the Indenture, as of the date hereof, as if made by, and with respect to, each signatory hereto; and (iii) perform all obligations and duties required of a Guarantor pursuant to the Indenture. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 thereof.

(3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4) No Recourse Against Others. No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuer or any Guaranteeing Subsidiary (other than the Issuer and the Guarantors) shall have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(5) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(6) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

(7) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(8) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

(9) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

(10) Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

GOOLD HEALTH SYSTEMS
By:	/s/ Lowell Stokes
Name:	Lowell Stokes
Title:	Assistant Secretary
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Joseph P. O’Donnell
Name:	Joseph P. O’Donnell
Title:	Vice President

Supplemental Indenture (11.25% Senior Notes Due 2020)

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (the “Agreement”) dated as of on or about September 30, 2013 (the “Effective Date”), by and between EMDEON BUSINESS SERVICES, LLC, a Delaware limited liability company (the “Company”, which shall include its subsidiaries and affiliates), and NEIL DE CRESCENZO (“Executive”).

WHEREAS, the Company desires to employ Executive as its Chief Executive Officer;

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein (including, without limitation, the Company’s continued employment of Executive and the advantages and benefits thereby inuring to Executive) and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows:

1. Employment of Executive.

1.1. Employment by the Company. Effective as of September 30, 2013 (the “Effective Date”), the Company hereby employs Executive as the Chief Executive Officer of the Company and Executive hereby accepts such employment with the Company on the terms set forth herein. Executive shall report to the Board of Directors of Emdeon Inc. (the “Board”) and perform such duties and services for the Company as may be designated from time to time by the Board. Executive shall use his best and most diligent efforts to promote the interests of the Company and shall devote all of his business time and attention to his employment under this Agreement; provided, however, that Executive shall be permitted to manage his personal, financial and legal affairs that may from time to time require insubstantial portions of his working time, but would not singularly or in the aggregate interfere or be inconsistent with his duties and obligations under this Agreement. Executive acknowledges that he will be required to travel in connection with the performance of his duties.

2. Compensation and Benefits.

2.1. Salary. Executive shall be paid for his services during the Employment Period (as defined below) a base salary at the annual rate of at least $700,000. Any and all increases to Executive’s base salary (as it may be increased, the “Base Salary”) shall be determined by the Board (or such committee as may be designated by the Board) in its sole discretion. Such Base Salary shall be payable in equal installments, no less frequently than monthly, pursuant to the Company’s customary payroll policies in force at the time of payment, less any required or authorized payroll deductions.

2.2. Bonus. During the Employment Period, Executive shall be eligible to receive an annual bonus, the target of which is 100% of Base Salary (the “Target Bonus”) and the maximum of which is 200% of Base Salary, which amount shall be determined in the sole discretion of the Board (or such committee as may be designated by the Board) (the “Annual Bonus”). Such Annual Bonus, if any, shall be payable at such time as executive officer bonuses are paid generally so long as Executive remains in the employ of the Company on the payment date. For 2013, Executive shall receive a Target Bonus prorated for the number of days Executive is employed during 2013.

2.3. Stock Options; Co-Investment. No later than 30 days following the Effective Date, the Company will cause Beagle Parent Corp., the owner of all of the capital stock of the Company, to issue stock options on the terms and conditions set forth on Exhibit B. Executive also will be permitted to purchase up to $1,000,000 of fully vested common stock of Beagle Parent Corp., which directly or indirectly owns all of the capital stock of the Company, at a purchase price of $1,020 per share, with the purchase price payable in cash in immediately available funds no later than 90 days following the Effective Date and contingent on Executive’s execution of the Stockholders’ Agreement (as such term is defined in Exhibit B).

2.4. Benefits. During the Employment Period, Executive shall be entitled to participate, on the same basis and at the same level as other similarly situated senior executives of the Company, in any group insurance, hospitalization, medical, health and accident, disability, fringe benefit and tax-qualified retirement plans or programs of the Company now existing or hereafter established to the extent that he is eligible under the general provisions thereof. Executive shall be entitled to vacation time consistent with the Company’s policies applicable to other similarly situated executives. The date or dates of such vacations shall be selected by Executive having reasonable regard to the business needs of the Company. The Company shall reimburse reasonable costs of relocation of Executive to the greater Nashville metropolitan area pursuant to the relocation policy of the Company generally applicable to its senior executives, including (but not limited to) six months’ of reasonable temporary housing costs (provided that in no event will the Company be required to reimburse temporary housing costs in excess of $30,000). Executive also shall receive an allowance of $25,000 to assist with the establishment of a permanent residence in the greater Nashville metropolitan area. The temporary housing costs will be reimbursed in 2014, promptly after submission of appropriate documentation by Executive and the allowance will be payable no later than December 31, 2013.

2.5. Expenses. Pursuant to the Company’s customary policies in force at the time of payment, Executive shall be promptly reimbursed, against presentation of vouchers or receipts, for all authorized expenses properly and reasonably incurred by him on behalf of the Company in the performance of his duties hereunder.

3. Employment Period. Executive’s employment with the Company shall commence on the Effective Date. Executive’s employment under this Agreement shall terminate as set forth in Section 4 hereof (the “Employment Period”). Notwithstanding such Employment Period, Executive acknowledges that his employment is for an unspecified duration that constitutes at-will employment, and that either the Company or Executive can terminate such employment at any time, for any reason, with or without notice, subject to the consequences set forth herein.

4. Termination.

4.1. Termination by the Company for Cause.

(a) Executive’s employment with the Company may be terminated at any time by the Company for Cause. Upon such a termination, the Company shall have no obligation to Executive other than the payment of Executive’s earned and unpaid compensation, vested and accrued benefits under the Company’s ERISA-based plans (excluding any severance plan) and accrued but unreimbursed expenses pursuant to Section 2.5 (collectively, the “Accrued Obligations”) to the effective date of such termination.

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(b) For purposes of this Agreement, the term “Cause” shall mean any of the following:

(i) Executive’s failure to comply with the material employment policies of the Company or any Affiliate, which failure both is not cured within fifteen days of written notice to Executive of such failure to so comply and creates reasonable doubt as to the fitness of Executive to carry out his duties in a professional manner;

(ii) Executive’s commission of any act of dishonesty or breach of trust in connection with performance of employment-related duties that is intended to result in the non-de minimis personal enrichment of Executive or that causes or could reasonably be expected to cause (other than immaterial) reputational or monetary harm to the Company; and

(iii) Executive’s conviction of, or pleading guilty or nolo contendere to, any felony or crime of moral turpitude.

4.2. Permanent Disability; Death. If during the term of this Agreement, (i) Executive shall become ill, mentally or physically disabled, or otherwise incapacitated so as to be unable regularly to perform the duties of his position for a period in excess of 90 consecutive days or more than 180 days in any consecutive 12 month period, or (ii) a qualified independent physician determines that Executive is mentally or physically disabled so as to be unable to regularly perform the duties of his position and such condition is expected to be of a permanent duration (a “Permanent Disability”), then the Company shall have the right to terminate Executive’s employment with the Company upon written notice to Executive. In the event the Company terminates Executive’s employment as a result of his Permanent Disability or death, Executive or Executive’s estate shall be entitled to the benefits that he would have been entitled to receive if Executive’s employment had been terminated by the Company without Cause pursuant to Section 4.4 (subject to the provisos and conditions set forth therein); provided, however, that the Company shall have no other obligation to Executive or Executive’s estate pursuant to this Agreement in the event that Executive’s employment with the Company is terminated by the Company pursuant to this Section 4.2.

4.3. Resignation by the Executive. Executive may voluntarily resign from his employment with the Company, provided that Executive shall provide the Company with thirty (30) days advance written notice (which notice requirement may be waived, in whole or in part, by the Company in its sole discretion) of his intent to resign. If Executive so terminates his employment with the Company, other than in accordance with Section 4.5, the Company shall have no obligation other than the payment of the Accrued Obligations to the effective date of such termination.

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4.4. Termination by the Company Without Cause. Executive’s employment with the Company may be terminated at any time by the Company without Cause. If the Company terminates Executive’s employment without Cause, the Company shall have the following obligations to Executive (but excluding any other obligation to Executive pursuant to this Agreement):

(a) payment of the Accrued Obligations;

(b) the continuation of his Base Salary (at the rate in effect at the time of such termination), as severance, for a period of two years (“Severance Period”), each payment being a separate payment due on the same fixed schedule that the Company follows for its regular payroll, subject to the provisions of Sections 4.7 and 7.10;

(c) the Company shall pay to Executive, in equal installments over the Severance Period , an amount equal to two (2) times Target Bonus, subject to the provisions of Sections 4.7 and 7.10; and

(d) the Company shall pay to Executive, in a lump sum, an amount, after applicable taxes, equivalent to that portion of the health insurance premium that it would have paid for active employees with similar coverage for a period of 18 months, subject to the provisions of Sections 4.7 and 7.10;

provided, however, that the continuation of any salary and benefits shall cease on the occurrence of any circumstance or event that would constitute Cause under Section 4.1 of this Agreement (including any breach of the restrictive covenants contained in Section 5 below or any similar restrictive covenants to which Executive is bound).

4.5. Termination by Executive for Good Reason. Executive’s employment with the Company may be terminated by Executive for Good Reason (as defined below). If Executive terminates his employment pursuant to this Section 4.5, Executive shall be entitled to receive the same benefits as if his employment had been terminated by the Company without Cause under Section 4.4 (subject to the provisions and conditions set forth herein). For purpose of this Section 4.5, the term “Good Reason” means any of the following:

(a) a reduction in Executive’s Base Salary;

(b) a reduction in Executive’s title or a material reduction in his duties or responsibilities; or

(c) the relocation of more than 50 miles of Executive’s principal place of employment.

provided that within 90 days from the date of the event constituting Good Reason, Executive shall have provided thirty (30) days written notice to the Company, which notice shall detail the specific basis for such termination, and the Company shall not have cured the basis for such termination within such thirty (30) day period.

4.6. Liquidated Damages. Executive acknowledges that the payments and benefits under this Section 4 resulting from a termination of Executive’s employment with the Company are in lieu of any and all claims that Executive may have against the Company (other than benefits under the Company’s employee benefit plans that by their terms survive termination of employment and benefits under the COBRA, and rights to indemnification under certain indemnification arrangements for officers of the Company), and represent liquidated damages (and not a penalty).

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4.7. Release. Executive acknowledges that he must execute and not revoke a release of claims in a form provided by the Company within the time period provided in the release (which will end no later than the 58^th day after termination of employment) in order to receive the payments and benefits under this Section 4 resulting from Executive’s separation from service, which release of claims will be provided to Executive during a reasonable period following termination of employment and which will not impose any obligations and covenants on Executive not already required by this Agreement. Provided that Executive complies with the foregoing sentence, the payments will begin to be processed on the 60^th day following Executive’s separation from service.

5. Restrictive Covenants.

5.1. Trade Secret and Proprietary Information. Executive acknowledges and agrees to those certain covenants set forth in the Trade Secret and Proprietary Information Agreement (the “TSPI Agreement”) set forth as Exhibit A hereto. The covenants in the TSPI Agreement do not supersede or replace any other confidentiality, non-competition or non-solicitation agreement entered into between the Executive and the Company to the extent that such confidentiality, non-competition and/or non-solicitation agreement is more protective of the business of the Company.

6. Notices. Any notice or communication given by either party hereto to the other shall be in writing and personally delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to the following addresses:

(a)	if to the Company:
	Emdeon Business Services, LLC 3055 Lebanon Pike Nashville, TN 37214 Attention: General Counsel
(b)	if to Executive: at the address specified in the personnel files of the Company.

Any notice shall be deemed given when actually delivered to such address, or two days after such notice has been mailed or sent by Federal Express, whichever comes earliest. Any person entitled to receive notice may designate in writing, by notice to the other, such other address to which notices to such person shall thereafter be sent.

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7. Miscellaneous.

7.1. Representations and Covenants. In order to induce the Company to enter into this Agreement, Executive makes the following representations and covenants to the Company and acknowledges that the Company is relying upon such representations and covenants:

(a) No agreements or obligations exist to which Executive is a party or otherwise bound, in writing or otherwise, that in any way interfere with, impede or preclude him from fulfilling all of the terms and conditions of this Agreement.

(b) Executive, during his employment, shall use his best efforts to disclose to the Board and the General Counsel of the Company in writing or by other effective method any bona fide information known by him and not known to the Board and/or the General Counsel of the Company that he reasonably believes would have any material negative impact on the Company.

7.2. Entire Agreement. This Agreement, including the TSPI Agreement set forth in Exhibit A, contains the entire understanding of the parties in respect of their subject matter and supersede upon their effectiveness all other prior agreements and understandings between the parties with respect to such subject matter.

7.3. Amendment; Waiver. This Agreement may not be amended, supplemented, canceled or discharged, except by written instrument executed by the party against whom enforcement is sought. No failure to exercise, and no delay in exercising, any right, power or privilege hereunder shall operate as a waiver thereof. No waiver of any breach of any provision of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision.

7.4. Binding Effect; Assignment. The rights and obligations of this Agreement shall bind and inure to the benefit of any successor of the Company by reorganization, merger or consolidation, or any assignee of all or substantially all of the Company’s business and properties. The Company may assign its rights and obligations under this Agreement to any of its subsidiaries or affiliates without the consent of Executive. Executive’s rights or obligations under this Agreement may not be assigned by Executive, except that the rights specified in Section 4.2 shall pass upon Executive’s death to Executive’s executor or administrator.

7.5. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

7.6. Governing Law; Forum. This Agreement shall be construed in accordance with and governed for all purposes by the laws and public policy (other than conflict of laws principles) of the State of Tennessee applicable to contracts executed and to be wholly performed within such State. Any proceedings arising out of or relating to this Agreement shall be brought in the state courts or federal courts in the state of Tennessee and the parties each hereby expressly submit to the personal jurisdiction and venue of such courts.

7.7. Further Assurances. Each of the parties agrees to execute, acknowledge, deliver and perform, and cause to be executed, acknowledged, delivered and performed, at any time and from time to time, as the case may be, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably necessary to carry out the provisions or intent of this Agreement.

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7.8. Severability. The parties have carefully reviewed the provisions of this Agreement and agree that they are fair and equitable. However, in light of the possibility of differing interpretations of law and changes in circumstances, the parties agree that if any one or more of the provisions of this Agreement shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions of this Agreement shall, to the extent permitted by law, remain in full force and effect and shall in no way be affected, impaired or invalidated.

7.9. Withholding Taxes. All payments hereunder shall be subject to any and all applicable federal, state, local and foreign withholding taxes.

7.10. Section 409A. It is intended that (1) each installment of the payments provided under the Agreement is a separate “payment” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and (2) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v). Notwithstanding anything to the contrary in the Agreement, if the Company determines (i) that on the date Executive’s employment with the Company terminates or at such other times that the Company determines to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)) of the Company and (ii) that any payments to be provided to Executive pursuant to the Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under the Agreement, then such payments shall be delayed until the date that is six months after the date of Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or, if earlier, the date of Executive’s death. Any payments delayed pursuant to this Section 7.10 shall be made in lump sum on the first day of the seventh month following Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)), or, if earlier, the date of Executive’s death. In addition, to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), and (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred.

7.11. Attorney Fees. The Company shall pay, during the 2013 calendar year, the reasonable fees and expenses of legal counsel for Executive (not to exceed $30,000) incurred in connection with the negotiation and execution of this Agreement.

[signature page to follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

EMDEON BUSINESS SERVICES LLC

/s/ Howard Lance

Name: Howard Lance

Title: Chairman of the Board

EXECUTIVE

/s/ Neil de Crescenzo

Neil de Crescenzo

EXHIBIT A

TRADE SECRET AND PROPRIETARY INFORMATION AGREEMENT

In consideration of my employment by Emdeon Business Services LLC, and/or any of its corporate parents, subsidiaries, divisions, or affiliates, or the successors or assigns of any of the foregoing (hereinafter referred to as the “Company”), I hereby agree as follows:

1. Confidentiality.

(a) Trade Secret and Proprietary Information. I understand and acknowledge that, during the course of my employment arrangement with the Company and as a result of my having executed this Trade Secret and Proprietary Information Agreement (“TSPI Agreement”), I will be granted access to valuable information relating to the Company’s business that provides the Company with a competitive advantage, which is not generally known by, nor easily learned or determined by, persons outside the Company (collectively “Trade Secret and Proprietary Information”). The term Trade Secret and Proprietary Information shall include, but shall not be limited to: (a) specifications, manuals, software in various stages of development; (b) customer and prospect lists, and details of agreements and communications with customers and prospects; (c) sales plans and projections, product pricing information, acquisition, expansion, marketing, financial and other business information and existing and future products and business plans of the Company; (d) sales proposals, demonstrations systems, sales material; (e) research and development; (f) computer programs, data analytics, data sets, processes for detecting payment integrity; (g) sources of supply; (h) identity of specialized consultants and contractors and Trade Secret and Proprietary Information developed by them for the Company; (i) purchasing, operating and other cost data; (j) special customer needs, cost and pricing data; (k) patient information, including without limitation Protected Health Information as defined in 45 C.F.R. 164.501 and (l) employee information (including, but not limited to, personnel, payroll, compensation and benefit data and plans), including all such information recorded in manuals, memoranda, projections, reports, minutes, plans, drawings, sketches, designs, formula books, data, specifications, software programs and records, whether or not legended or otherwise identified by the Company as Trade Secret and Proprietary Information, as well as such information that is the subject of meetings and discussions and not recorded. Trade Secret and Proprietary Information shall not include such information that I can demonstrate (i) is generally available to the public (other than as a result of a disclosure by me), (ii) was disclosed to me by a third party under no obligation to keep such information confidential or (iii) was known by me prior to, and not as a result of, my employment or anticipated employment with the Company; provided, however, that, notwithstanding the preceding sentence, all information set forth in subsections (k) and (l) above shall always be treated as Trade Secret and Proprietary Information, and shall not be deemed in the public domain or nonconfidential under any circumstances.

(b) Duty of Confidentiality. I agree at all times, both during and after my employment with the Company, to hold all of the Company’s Trade Secret and Proprietary Information in a fiduciary capacity for the benefit of the Company and to safeguard all such Trade Secret and Proprietary Information. I also agree that I will not directly or indirectly disclose any such Trade

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Secret and Proprietary Information to any third person or entity outside the Company, or otherwise use such Trade Secret and Proprietary Information, except as may be necessary in the good faith performance of my duties for the Company. I further agree that, in addition to enforcing this restriction, the Company may have other rights and remedies under the common law or applicable statutory laws relating to the protection of trade secrets. Notwithstanding anything in this TSPI Agreement to the contrary, I understand that I may disclose the Company’s Trade Secret and Proprietary Information to the extent required by applicable laws or governmental regulations or judicial or regulatory process, provided that I give the Company prompt notice of any and all such requests for disclosure so that it has ample opportunity to take all necessary or desired action, to avoid disclosure.

(c) Unfair Competition. I acknowledge that the Company has a compelling business interest in preventing unfair competition stemming from the intentional or inadvertent use or disclosure of the Company’s Trade Secret and Proprietary Information and Company Property.

(d) Intellectual Property and Inventions. I acknowledge that all developments and any other intellectual property, including, without limitation, the creation of new products, conferences, training/seminars, publications, programs, methods of organizing information, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, copyrights, trade secrets, designs, works, reports, computer software, flow charts, diagrams, procedures, data, documentation, and writings (collectively referred to as “Developments”) that I, alone or jointly with others, may discover, conceive, create, make, develop, reduce to practice, or acquire at any time during or in connection with my employment with the Company are the sole and exclusive property of the Company. I hereby assign to the Company all rights, titles, and interests in and to all such Developments, and all intellectual property related thereto. I agree to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge, and deliver to the Company all instruments that the Company shall prepare, to give evidence, and to take any and all other actions that are necessary or desirable in the reasonable opinion of the Company to enable the Company to file and prosecute applications for, and to acquire, maintain, and enforce, all letters patent, trademark registrations, or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by me or made available to me concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and will be delivered to the Company immediately upon the termination of my employment with the Company.

(e) Competitive Business. I acknowledge that a business engaged in the same or similar business as the Company shall be a Competitive Business. Thus, “Competitive Business” shall mean: (i) any enterprise engaged in providing revenue and payment cycle management and/or clinical information exchange solutions for healthcare providers (including, without limitation, physicians, hospitals, dentists, and pharmacies), patients and payers (including, without limitation, insurance companies, government entities, HMOs, pharmacy benefits management companies and/or self-insured employer groups) and (ii) any enterprise engaged in a substantial and material way in any other type of business in which the Company or one of its affiliates is also materially and substantially engaged, or during the term of my employment, took substantial and material steps in which to become engaged, so long as I am directly involved in or otherwise have been granted access to Trade Secret and Proprietary Information related to such business or planned business on behalf of the Company or one of its affiliates.

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For purposes of clarity, such healthcare revenue and payment cycle management and clinical information exchange solutions shall include, without limitation, (i) clearinghouse, transaction processing and other solutions for the purpose of facilitating financial, administrative or clinical information exchange, (ii) payment and program integrity and fraud, waste and abuse management solutions, (iii) government and charity care program eligibility and enrollment services, (iv) payment processing and distribution solutions and (v) information technology and healthcare consulting services.

2. Non-Disparagement. The Company has built its reputation and goodwill with customers, vendors and others over many years and at great expense. The Company’s reputation and goodwill are vital Company assets. During my employment and the Restricted Period, I agree not to disparage the Company (or its affiliates) and their respective officers, directors, employees, stockholders, agents, products or business methods/processes in any manner likely to be harmful to them or their business, business reputation or personal reputation, provided that in all events I will be permitted to comply with legal and regulatory processes. In consideration of the foregoing, the Company has agreed that during a period of two (2) years after the termination of my employment for any reason, the Company’s executive officers and directors will not disparage me or my performance or qualifications in any manner likely to be harmful to me or my reputation, provided that in all events, the Company and its officers and directors will be permitted to comply with legal and regulatory processes and/or engage in customary internal communications at the Company and with principal shareholders that are not intended to become public.

3. Non-Solicitation of Employees, Customers. In order to protect the Company’s Trade Secret and Proprietary Information;

(a) during my employment with the Company and for a period of two (2) years after the termination of such employment for any reason (the “Restricted Period”), I will not, without the express written permission of Emdeon Business Services LLC, directly or indirectly solicit, induce, hire, engage, or attempt to hire or engage any employee or independent contractor of the Company, or in any other way interfere with the Company’s employment or contractual relations with any of its employees or independent contractors, nor will I solicit, induce, hire, engage or attempt to hire or engage any individual who was an employee of the Company at any time during the one year period immediately prior to the termination of my employment with the Company (it being understood that if an entity with which I am associated solicits, hires or engages any such individual, I will not be in violation of this paragraph so long as I was not involved in such solicitation, hire or engagement);

(b) during the Restricted Period, I will not, without the express written permission of Emdeon Business Services LLC, directly or indirectly contact, call upon or solicit, on behalf of a Competitive Business, any existing or prospective client, or customer of the Company whom I serviced, or with whom I otherwise developed a relationship, or of whom I otherwise became aware, as a result of my employment with the Company, nor will I attempt to divert or take away from the Company the business of any such client or customer.

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4. Restrictions on Competitive Employment. In order to protect the Company’s Trade Secret and Proprietary Information and/or the good will of the Company, during the Restricted Period, I will not (as principal, agent, employee, consultant, director or otherwise), anywhere in the United States and Canada, including but not limited to the states and locations in which I have been engaged in the business of the Company, directly or indirectly, without the prior written approval of Emdeon Business Services LLC, engage in, or perform any services for, a Competitive Business. Notwithstanding the foregoing, I understand that I may have an interest consisting of publicly traded securities constituting less than 1 percent of any class of publicly traded securities in any public company engaged in a Competitive Business so long as I am not employed by and do not consult with, or become a director of or otherwise engage in any activities for, such company. The Restricted Period shall be extended by the length of any period during which I am in breach of the terms of this paragraph.

5. Company Property. I acknowledge that: (a) all Trade Secret and Proprietary Information; (b) computers, and computer-related hardware and software, cell phones, beepers and any other equipment provided to me by the Company; and (c) all documents I create or receive in connection with my employment with the Company, belongs to the Company, and not to me personally (collectively, “Company Property”). Such documents include, without limitation and by way of non-exhaustive example only: papers, files, memoranda, notes, correspondence, lists, e-mails, reports, records, data, research, proposals, specifications, models, flow charts, schematics, tapes, printouts, designs, graphics, drawings, photographs, abstracts, summaries, charts, graphs, notebooks, investor lists, customer/client lists, and all other compilations of information, regardless of how such information may be recorded and whether in printed form or on a computer or magnetic disk or in any other medium. I agree to return all Company Property (including all copies) to the Company immediately upon any termination of my employment, and further agree that, during and after my employment with the Company, I will not, under any circumstances, without the Company’s specific written authorization in each instance, directly or indirectly disclose Company Property or any information contained in Company Property to anyone outside the Company, or otherwise use Company Property for any purpose other than the advancement of the Company’s interests.

6. Investors, Other Third-Parties, and Goodwill. I acknowledge that all third-parties I service or propose to service while employed by the Company are doing business with the Company and not me personally, and that, in the course of dealing with such third-parties, the Company establishes goodwill with respect to each such third-party that is created and maintained at the Company’s expense (“Third-Party Goodwill”). I also acknowledge that, by virtue of my employment with the Company, I have gained or will gain knowledge of the business needs of, and other information concerning, third-parties, and that I would inevitably have to draw on such information were I to solicit or service any of the third parties on my own behalf or on behalf of a Competitive Business.

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7. Injunctive Remedies.

(a) I acknowledge and agree that the restrictions contained in this TSPI Agreement are reasonably necessary to protect the legitimate business interests of the Company, and that any violation of any of the restrictions will result in immediate and irreparable injury to the Company for which monetary damages will not be an adequate remedy. I further acknowledge and agree that if any such restriction is violated, the Company will be entitled to immediate relief enjoining such violation (including, without limitation, temporary and permanent injunctions, a decree for specific performance, and an equitable accounting of earnings, profits, and other benefits arising from such violation) in any court having jurisdiction over such claim, without the necessity of showing any actual damage or posting any bond or furnishing any other security, and that the specific enforcement of the provisions of this TSPI Agreement will not diminish my ability to earn a livelihood or create or impose upon me any undue hardship. I also agree that any request for such relief by the Company shall be in addition to, and without prejudice to, any claim for monetary damages that the Company may elect to assert.

(b) I acknowledge and agree that if I breach or threaten to breach this TSPI Agreement, I shall be required to reimburse the Company for all reasonable costs incurred in preventing and remedying such breach or threatened breach, including but not limited to attorneys’ fees.

8. Severability Provision. In addition to the terms of Section 7.8 of the Agreement, I acknowledge and agree that the restrictions imposed upon me by the terms, conditions, and provisions of this TSPI Agreement are fair, reasonable, and reasonably required for the protection of the Company. In the event that any part of this TSPI Agreement is deemed invalid, illegal, or unenforceable, all other terms, conditions, and provisions of this TSPI Agreement shall nevertheless remain in full force and effect. In the event that the provisions of any of Sections 1, 2, 3, or 4 of this TSPI Agreement relating to the geographic area of restriction, the length of restriction or the scope of restriction shall be deemed to exceed the maximum area, length or scope that a court of competent jurisdiction would deem enforceable, said area, length or scope shall, for purposes of this TSPI Agreement, be deemed to be the maximum area, length of time or scope that such court would deem valid and enforceable, and that such court has the authority under this TSPI Agreement to rewrite (or “blue-pencil”) the restriction(s) at-issue to achieve this intent.

9. Non-Waiver. No failure to exercise, and no delay in exercising, any right, power or privilege hereunder shall operate as a waiver thereof. No waiver of any breach of any provision of this TSPI Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision.

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EX-10.2

Exhibit 10.2

SEPARATION AGREEMENT AND GENERAL RELEASE

THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this “Release”) is made as of the 4th day of October, 2013 by and between George Lazenby, an individual (“Executive”), and Emdeon Business Services LLC, a Delaware limited liability company (“Emdeon”). In consideration of the payments and benefits described in Section 2 below to be provided to Executive pursuant to that certain Employment Agreement, dated as of September 14, 2012 to which Executive and Emdeon are parties (the “Employment Agreement”), the sufficiency of which is acknowledged hereby, Executive and Emdeon agree as follows:

1. Termination Date. Executive and Emdeon agree that Executive’s employment terminated on September 30, 2013 (the “Termination Date”). Executive hereby resigns from all positions as an officer or director with Emdeon and its affiliates as of the Termination Date.

2. Cash Severance; Reimbursements. Notwithstanding Section 4.4 of the Employment Agreement, but subject to the revocation period referred to in Section 10(c) below having expired without the Executive’s having revoked this Release and in consideration of Executive’s general release of claims, and his other promises set forth herein, Emdeon shall pay to Executive the following severance compensation:

(i) $2,400,000, payable in equal installments over 24 months in accordance with the Company’s payroll dates;

(ii) payment of Executive’s Annual Bonus in respect of the 2013 year based on actual performance as though Executive remained employed with Emdeon through the payment date of the Annual Bonus, payable when annual bonuses generally are paid to Emdeon’s senior executives (but no later than March 15, 2014);

(iii) a lump sum cash payment equal to $26,349, representing the cost of obtaining medical, dental and vision insurance under COBRA for eighteen months; and

(iv) Emdeon also shall reimburse Executive for reasonable business expenses incurred prior to the Termination Date and submitted for reimbursement within 30 days following the Termination Date and otherwise in compliance with Emdeon’s reimbursement policies.

3. Rollover Options. Executive acknowledges that he holds 1,350 options with an exercise price of $250 per share which Executive received pursuant to the Option Rollover Agreement dated as of November 2, 2011, between Beagle Parent Corp. (“Parent”) and Executive (the “Option Rollover Agreement”) (the “Rollover Options”) which will remain outstanding pursuant to their terms.

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4. Other Options. Executive acknowledges that he holds the following outstanding options which Executive received pursuant to the Nonqualified Stock Option Agreement (the “Option Agreement”) under the Beagle Parent Corp. Amended and Restated 2009 Equity Incentive Plan (the “Options”):

(a) 7,500 time-vesting options with an exercise price of $1,000 per share (the “Tier I Options”), of which 1,500 are currently vested;

(b) 5,000 time-vesting options with an exercise price of $2,500 per share (the “Tier II Options”, and together with the Tier I Options, the “Time Vesting Options”), of which 1,500 are currently vested;

(c) 3,750 options with exercise price of $1,000 per share, which vest upon the satisfaction of the 2x MOIC Hurdle or 20% IRR Hurdle (each as defined in the Option Agreement) (the “2.0 MOIC Options”), of which none are currently vested;

(d) 3,750 options with exercise price of $1,000 per share, which vest upon the satisfaction of the 2.5x MOIC Hurdle or 25% IRR Hurdle (the “2.5 MOIC Options”, and together with the 2.0 MOIC Options, the “MOIC Options”), of which none are currently vested.

Executive and Emdeon (on behalf of Parent) agree, subject to the revocation period referred to in Section 10(c) below having expired without the Executive’s having revoked this Release and in consideration of Executive’s general release of claims, and his other promises set forth herein, to the following modifications to the Options:

(i) 3,000 Tier I Options will be vested and the remaining 4,500 Tier I Options shall expire on the Termination Date, with the vested Tier I Options eligible to remain outstanding until the third anniversary of the Termination Date (rather than expiring in connection with Executive’s termination of employment);

(ii) all Tier II Options shall expire on the Termination Date;

(iii) 1,500 2.0 MOIC Options will remain outstanding and eligible to vest upon the satisfaction of the 2.0x MOIC Hurdle or 20% IRR Hurdle at any time prior to the third anniversary of the Termination Date (rather than expiring in connection with Executive’s termination of employment), while the other 2,250 2.0 MOIC Options shall expire on the Termination Date;

(iv) 1,500 2.5 MOIC Options will remain outstanding and eligible to vest upon the satisfaction of the 2.5x MOIC Hurdle or 25% IRR Hurdle at any time prior to the third anniversary of the Termination Date (rather than expiring in connection with Executive’s termination of employment), while the other 2,250 2.5 MOIC Options shall expire on the Termination Date;

5. Company Property. On or as promptly as practicable after the Termination Date, Executive shall return to Emdeon his BlackBerry, credit cards, electronic fuel card, electronic building access cards, keys and all other property of Emdeon, except that executive may retain his laptop and cell phone. He shall not take or copy in any form or manner any Emdeon files, financial information, lists of customers, prices, or any other confidential and proprietary materials or information of Emdeon or any of its subsidiaries or affiliates.

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6. No Admission. Neither this Release nor anything in this Release shall be construed to be or shall be admissible in any proceeding as evidence of an admission by Emdeon or Executive of any violation of Emdeon’s policies or procedures, or state or federal laws or regulations. This Release may be introduced, however, in any proceeding to enforce the Release. Such introduction shall be pursuant to an order protecting its confidentiality, except insofar as a court declines to enter any such Order.

7. Release. Except for (i) those obligations created by or arising out of this Release, (ii) any rights Executive may have under the agreements related to his unexpired Options (after giving effect to Sections 3 and 4), and any retirement, 401(k), or similar qualified benefit plans of Emdeon, and (iii) the continuing right to indemnification as provided by the Indemnification Agreement by and between Emdeon and Executive dated as of November 28, 2012, the Indemnification Agreement by and between Beagle Parent Corp. and Executive dated as of November 28, 2012, the Indemnification Agreement by and between Beagle Intermediate Holdings, Inc. and Executive dated November 28, 2012 (collectively, the “Indemnification Agreements”), applicable law or in Emdeon’s bylaws and articles of incorporation in connection with acts, suits or proceedings by reason of the fact that he was an officer or employee of Emdeon where the basis of the claims against him consists of acts or omissions taken or made in such capacity, Executive on behalf of himself, his descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to sue and fully releases and discharges Emdeon, and its predecessors, subsidiaries and affiliates, past and present, and each of them, as well as its and their respective trustees, directors, officers, agents, attorneys, insurers, employees, stockholders (including any direct or indirect stockholder that beneficially owns more than 10% of the capital stock of Emdeon), representatives, assigns, and successors, past and present, and each of them, hereinafter together and collectively (including Emdeon) referred to as the “Emdeon Releasees,” with respect to and from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which he now owns or holds or he has at any time heretofore owned or held as against the Emdeon Releasees, up to and including the date of his execution of this Release, arising out of or in any way connected with his employment relationship with any Emdeon Releasee, or the termination of his employment with the Emdeon Releasees or any other transactions, occurrences, actions, omissions, claims, losses, damages or injuries whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of any Emdeon Releasee committed or omitted prior to the date of this Release, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the Fair Employment Practices Act, the Equal Pay Laws, the Workers’ Compensation Act, the Family and Medical Leave Act, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, the Employee Retirement Income Security Act of 1974, the Tennessee Human Rights Act, the Tennessee Disability Act, the Tennessee Whistleblower’s Act, the Tennessee Wage Regulation Act, the state and federal Worker Adjustment and Retraining Notification Act, or any common law or statutory claim whatsoever whether for fraud, wrongful termination, violation of public policy or defamation or otherwise, except as expressly set forth herein, any claim for compensation, severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers’ compensation or disability benefits.

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8. Release of Unknown Claims. It is the intention of Executive in executing this Release that the same shall be effective as a bar to each and every claim, demand and cause of action hereinabove specified. Executive acknowledges that he may hereafter discover claims or facts in addition to or different from those which he now knows or believes to exist with respect to the subject matter of this Release and which, if known or suspected at the time of executing this Release, may have materially affected this settlement. Nevertheless, Executive hereby waives any right, claim or cause of action that might arise as a result of such different or additional claims or facts. Executive acknowledges that it or he understands the significance and consequence of such release.

9. Confidential. The terms and conditions of this Release shall remain confidential as between the parties and professional advisers to the parties and neither of them shall disclose them to any other person, except as provided herein or as required by the rules and regulations of the Securities and Exchange Commission (“SEC”) or as otherwise may be required by law or court order. Executive may disclose pertinent information concerning this Release to Executive’s attorney, tax advisor, financial planner, current spouse and adult children, provided they have been previously informed of and have agreed to keep confidential the terms of this Release. Without limiting the generality of the foregoing, neither Emdeon nor Executive will respond to or in any way participate in or contribute to any public discussion concerning, or in any way relating to, the execution of this Release or the events which led to its execution. Except as provided above with respect to SEC rules and regulations or as otherwise may be required by law or court order, if inquiry is made of Emdeon concerning any request for reference information about Executive, or relating to Executive’s employment with Emdeon, Emdeon shall provide to third parties Executive’s dates of employment with Emdeon and its predecessors and his job titles during such employment, in accordance with the normal practices of Emdeon’s human resources department.

10. Waiver; Effective Date. Executive expressly acknowledges and agrees that, by entering into this Release, he is waiving any and all rights or claims that may have arisen under the Age Discrimination in Employment Act of 1967, as amended, which have arisen on or before the date of execution of this Release. Executive further expressly acknowledges that:

a. He is hereby advised in writing by this Release to consult with an attorney before signing this Release;

b. He was given a copy of this Release on September 30, 2013, and informed that he has 21 calendar days from that date to consider this Release, although he is free to execute this Release any time prior to that date as indicated in Section 19 below; and

c. He was informed that he has seven days following the date of his execution of this Release in which to revoke this Release, which revocation may be effected by means of a written notice actually delivered to the office of the General Counsel of Emdeon at Emdeon’s corporate headquarters within such seven day period, provided that in all events any revocation must be received by Emdeon during the seven-day revocation period.

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d. Emdeon and Executive agree that this Release will not become effective or enforceable until the seven-day revocation period has expired without Executive’s having revoked this Release (the “Effective Date”), and no obligations upon Emdeon set forth in this Release shall be operative or binding upon it until the Effective Date. Moreover, without limiting the generality of the foregoing, if this Release is revoked, all unvested Options shall immediately be forfeited and canceled with no further action required by any party.

11. Employment Relationship. Emdeon and Executive acknowledge that any employment relationship between them (including with any other Emdeon Releasee) terminated on the Termination Date, that they have no further employment relationship except as may arise out of this Release and that Executive waives any right or claim to reinstatement as an employee of any Emdeon Releasee and will not seek employment in the future with Emdeon, unless by mutual consent. Nothing herein shall be construed as voiding Executive’s entitlement to post-termination payments pursuant to Section 2 above or Emdeon’s (or any of its affiliates as the case may be) rights pursuant to Section 5 of the Employment Agreement. Executive agrees that, following the termination of his employment with Emdeon, (i) he will cooperate with any reasonable request Emdeon may make for information or assistance with respect to any matter involving Executive during his period of employment, and (ii) he will not at any time, directly or indirectly, disparage or make any untruthful statements about Emdeon or any Emdeon Releasee or take any action with the intention of injuring the business, prospects or reputation of Emdeon or any Emdeon Releasee, provided, however, that nothing contained herein shall restrict in any way Executive’s communications with law enforcement or government officials, or in his giving of any testimony. Emdeon, on behalf of itself and the Emdeon Releasees, agrees that it will instruct its officers and directors not to disparage or make any untruthful statements about Executive.

12. Entire Agreement. This Release shall be incorporated into and made a part of the Employment Agreement, the Indemnification Agreements, and legal documentation related to the Rollover Options and Options (the “Option Documents”) as of the date hereof. This Release, together with the Employment Agreement and the Option Documents, sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior and contemporaneous oral and written discussions, agreements and understandings of any kind or nature. This Release shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns.

13. Severability. If any provision of this Release or the application thereof is held invalid, the invalidity shall not affect the other provisions or applications of this Release which can be given effect without the invalid provisions or applications and to this end the provisions of this Release are declared to be severable.

14. Governing Law. This Release and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of Tennessee without regard to principles of conflict of laws.

15. Counterparts. This Release may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

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16. No Waiver. No waiver of any breach of any term or provision of this Release shall be construed to be, or shall be, a waiver of any other breach of this Release. No waiver shall be binding unless in writing and signed by the party waiving the breach.

17. Reliance on Counsel. In entering this Release, the parties represent that they have relied upon the advice of their attorneys, who are attorneys of their own choice, and that they have read the Release and have had the opportunity to have the Release explained to them by their attorneys, and that those terms are fully understood and voluntarily accepted by them.

18. Cooperation. All parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary or appropriate to give full force to the terms and intent of this Release and which are not inconsistent with its terms.

19. Declaration. Executive hereby declares as follows:

I, George Lazenby, hereby acknowledge that I was given 21 calendar days to consider the foregoing Release and voluntarily chose to sign the Release prior to that date.

I have read the foregoing Release and I accept and agree to the provisions it contains and hereby execute it voluntarily with full understanding of its consequences.

[signature page follows]

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IN WITNESS WHEREOF, the undersigned have executed and delivered this Release this 4th day of October, 2013.

/s/ George Lazenby

George Lazenby

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EMDEON BUSINESS SERVICES LLC
By:	/s/ Gregory T. Stevens

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EX-31.1

Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Neil E. de Crescenzo, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Emdeon Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2013	By:	/s/ Neil E. de Crescenzo
	Name:	Neil E. de Crescenzo
	Title	Chief Executive Officer of Emdeon Inc.

EX-31.2

Exhibit 31.2

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Bob A. Newport, Jr., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Emdeon Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2013	By:	/s/ Bob A. Newport, Jr.
	Name:	Bob A. Newport, Jr.
	Title	Chief Financial Officer of Emdeon Inc.

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Emdeon Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Neil E. de Crescenzo, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, in my capacity as an officer of the Company, that, to my knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 8, 2013	By:	/s/ Neil E. de Crescenzo
	Name:	Neil E. de Crescenzo
	Title	Chief Executive Officer of Emdeon Inc.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Emdeon Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bob A. Newport, Jr., certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, in my capacity as an officer of the Company, that, to my knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 8, 2013	By:	/s/ Bob A. Newport, Jr.
	Name:	Bob A. Newport, Jr.
	Title	Chief Financial Officer of Emdeon Inc.

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Income Taxes

9 Months Ended

Sep. 30, 2013

Income Taxes

10. Income Taxes

Income taxes for the nine months endedSeptember 30,2013and September 30,2012amounted to an income taxbenefit of $26,422 and$36,364, respectively. The Company's effective tax rate was 31.3% for the nine months endedSeptember 30, 2013 compared to34.8%during the same period in 2012. The Company's effectivetax rate is generally affected by deferred tax expense resulting from differences between the book and income tax basis of its investment in EBS Master LLC (“EBS Master”), changes in the Company's valuation allowances, changes in apportionmentand other factors.In addition, during the nine months ended September 30, 2013, we changed our methodology of estimating state income taxes from a separate state return basis to, where permitted by the state taxing authorities, a consolidated state return basis.

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Supplemental Condensed Consolidating Financial Information (Condensed Consolidating Statement Of Cash Flows) (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Operating activities
Net income (loss)	$ (57,988)	$ (68,087)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	137,943	140,354
Accretion expense	18,712	15,104
Equity compensation expense	5,637	3,969
Deferred income tax benefit	(27,884)	(37,369)
Amortization of debt discount and issuance costs	6,585	7,613
Gain on sale of cost method investment	(2,925)
Change in contingent consideration	1,879
Loss on extinguishment of debt	22,828	18,293
Other	1,068	1,927
Changes in operating assets and liabilities:
Accounts receivable	(15,582)	(5,547)
Prepaid expenses and other	(1,804)	(3,686)
Accounts payable	685	5,153
Accrued expenses, deferred revenue, and other liabilities	20,985	(8,444)
Tax receivable agreement obligations to related parties	(103)	(114)
Net cash provided by (used in) operating activities	110,036	69,166
Investing activities
Purchases of property and equipment	(52,806)	(40,949)
Payments for acquisitions, net of cash acquired	(18,291)	(59,011)
Proceeds from sale of cost method investment	5,820
Net cash provided by (used in) investing activities	(65,277)	(99,960)
Financing activities
Proceeds from Term Loan Facility	0	70,351
Debt principal payments	(9,692)	(9,565)
Payment of loan costs	(2,178)	(2,060)
Repayment of deferred financing arrangements	(2,103)	0
Repurchase of Parent common stock	(250)	317
Other	(736)	(203)
Net cash provided by (used in) financing activities	(14,959)	43,206
Net increase (decrease) in cash and cash equivalents	29,800	12,412
Cash and cash equivalents at beginning of period	31,763	37,925
Cash and cash equivalents at end of period	61,563	50,337
Emdeon Inc. [Member]
Operating activities
Net income (loss)	(57,988)	(68,087)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	6,753	6,753
Accretion expense	18,712	15,104
Equity compensation expense		7
Deferred income tax benefit	(33,425)	(33,857)
Amortization of debt discount and issuance costs	1,865	(1,674)
Equity in earnings of consolidated subsidiaries	6,216	(1,807)
Gain on sale of cost method investment	2,925
Change in contingent consideration	0	419
Loss on extinguishment of debt	478
Other	819	0
Changes in operating assets and liabilities:
Accounts receivable	0	0
Prepaid expenses and other	(4,732)	(31)
Accounts payable	0	0
Accrued expenses, deferred revenue, and other liabilities	14,509	13,375
Tax receivable agreement obligations to related parties	(103)	(114)
Due to/from affiliates	1,923	4,333
Net cash provided by (used in) operating activities	(61,790)	(58,617)
Investing activities
Purchases of property and equipment	0	0
Payments for acquisitions, net of cash acquired	0	0
Proceeds from sale of cost method investment	5,820
Investment in subsidiaries, net	56,149	69,758
Net cash provided by (used in) investing activities	61,969	69,758
Financing activities
Distributions to Emdeon Inc., net	0	0
Proceeds from Term Loan Facility	0	(207)
Debt principal payments	(211)	0
Proceeds from Revolving Facility		209
Payments on Revolving Facility	0	0
Payment of loan costs	0	(34)
Repurchase of Parent common stock	0
Other	0	0
Net cash provided by (used in) financing activities	(211)	(450)
Net increase (decrease) in cash and cash equivalents	(32)	10,691
Cash and cash equivalents at beginning of period	754	572
Cash and cash equivalents at end of period	722	11,263
Guarantor Subsidiaries [Member]
Operating activities
Net income (loss)	6,216	(1,807)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	131,190	133,601
Accretion expense	0	0
Equity compensation expense	5,459	3,962
Deferred income tax benefit	5,541	(3,512)
Amortization of debt discount and issuance costs	4,720	(5,939)
Equity in earnings of consolidated subsidiaries	0	0
Gain on sale of cost method investment	0
Change in contingent consideration	1,879	17,874
Loss on extinguishment of debt	22,350
Other	(1,887)	1,927
Changes in operating assets and liabilities:
Accounts receivable	(15,582)	(5,547)
Prepaid expenses and other	2,928	(3,655)
Accounts payable	685	5,153
Accrued expenses, deferred revenue, and other liabilities	6,476	(21,819)
Tax receivable agreement obligations to related parties	0	0
Due to/from affiliates	(1,923)	(4,333)
Net cash provided by (used in) operating activities	171,826	127,783
Investing activities
Purchases of property and equipment	(52,806)	(40,949)
Payments for acquisitions, net of cash acquired	(18,291)	59,011
Investment in subsidiaries, net	0	0
Net cash provided by (used in) investing activities	(71,097)	(99,960)
Financing activities
Distributions to Emdeon Inc., net	(56,149)	(69,758)
Proceeds from Term Loan Facility	0	70,558
Debt principal payments	(9,481)	(317)
Proceeds from Revolving Facility		9,356
Payments on Revolving Facility	0	(15,000)
Payment of loan costs	(2,178)	(2,026)
Repayment of deferred financing arrangements	(2,103)
Repurchase of Parent common stock	(250)
Other	(736)	(203)
Net cash provided by (used in) financing activities	(70,897)	(26,102)
Net increase (decrease) in cash and cash equivalents	29,832	1,721
Cash and cash equivalents at beginning of period	31,009	37,353
Cash and cash equivalents at end of period	60,841	39,074
Consolidating Adjustments [Member]
Operating activities
Net income (loss)	(6,216)	1,807
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	0	0
Accretion expense	0	0
Equity compensation expense	178	0
Deferred income tax benefit		0
Amortization of debt discount and issuance costs		0
Equity in earnings of consolidated subsidiaries	(6,216)	1,807
Change in contingent consideration		0
Other		0
Changes in operating assets and liabilities:
Accounts receivable		0
Prepaid expenses and other		0
Accounts payable	0	0
Accrued expenses, deferred revenue, and other liabilities	0	0
Tax receivable agreement obligations to related parties	0	0
Due to/from affiliates	0	0
Net cash provided by (used in) operating activities	0	0
Investing activities
Purchases of property and equipment	0	0
Payments for acquisitions, net of cash acquired	0	0
Investment in subsidiaries, net	(56,149)	(69,758)
Net cash provided by (used in) investing activities	(56,149)	(69,758)
Financing activities
Distributions to Emdeon Inc., net	56,149	69,758
Proceeds from Term Loan Facility	0	0
Debt principal payments	0	0
Proceeds from Revolving Facility		0
Payments on Revolving Facility	0	0
Payment of loan costs	0	0
Repurchase of Parent common stock	0
Other	0	0
Net cash provided by (used in) financing activities	56,149	69,758
Net increase (decrease) in cash and cash equivalents	0	0
Cash and cash equivalents at beginning of period	0	0
Cash and cash equivalents at end of period	0	0
Consolidated [Member]
Operating activities
Net income (loss)	(57,988)	(68,087)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	137,943	140,354
Accretion expense	18,712	15,104
Equity compensation expense	5,637	3,969
Deferred income tax benefit	(27,884)	(37,369)
Amortization of debt discount and issuance costs	6,585	(7,613)
Equity in earnings of consolidated subsidiaries	0	0
Gain on sale of cost method investment	2,925
Change in contingent consideration	1,879	18,293
Loss on extinguishment of debt	22,828
Other	(1,068)	1,927
Changes in operating assets and liabilities:
Accounts receivable	(15,582)	(5,547)
Prepaid expenses and other	(1,804)	(3,686)
Accounts payable	685	5,153
Accrued expenses, deferred revenue, and other liabilities	20,985	(8,444)
Tax receivable agreement obligations to related parties	(103)	(114)
Due to/from affiliates	0	0
Net cash provided by (used in) operating activities	110,036	69,166
Investing activities
Purchases of property and equipment	(52,806)	(40,949)
Payments for acquisitions, net of cash acquired	(18,291)	59,011
Proceeds from sale of cost method investment	5,820
Investment in subsidiaries, net	0	0
Net cash provided by (used in) investing activities	(65,277)	(99,960)
Financing activities
Distributions to Emdeon Inc., net	0	0
Proceeds from Term Loan Facility	0	70,351
Debt principal payments	(9,692)	(317)
Proceeds from Revolving Facility		9,565
Payments on Revolving Facility	0	(15,000)
Payment of loan costs	(2,178)	(2,060)
Repayment of deferred financing arrangements	(2,103)
Repurchase of Parent common stock	(250)
Other	(736)	(203)
Net cash provided by (used in) financing activities	(14,959)	43,206
Net increase (decrease) in cash and cash equivalents	29,800	12,412
Cash and cash equivalents at beginning of period	31,763	37,925
Cash and cash equivalents at end of period	$ 61,563	$ 50,337

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Condensed Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2013
Revenue	$ 323,906	$ 941,093
Costs and expenses:
Cost of operations (exclusive of depreciation and amortization below)	197,378	580,501
Development and engineering	7,896	23,263
Sales, marketing, general and administrative	44,524	126,580
Depreciation and amortization	47,181	137,943
Accretion	7,112	18,712
Operating income	19,815	54,094
Interest expense, net	37,000	116,390
Loss on extinguishment of debt	0	23,160
Other	(1,046)	(1,046)
Income (loss) before income tax provision (benefit)	(16,139)	(84,410)
Income tax provision (benefit)	(126)	26,422
Net income (loss)	$ (16,265)	$ (57,988)

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Concentration of Credit Risk

9 Months Ended

Sep. 30, 2013

Concentration of Credit Risk

3. Concentration of Credit Risk

The Company's revenue is primarily generated in the United States. Changes in economic conditions, government regulations or demographic trends, among other matters, in the United States could adversely affect the Company's revenue and results of operations. 

The Company maintains its cash and cash equivalent balances in either insured depository accounts or money market mutual funds. The money market mutual funds are limited to investments in low-risk securities such as United States or government agency obligations, or repurchase agreements secured by such securities.

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Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2013

Goodwill Activity

	Payer		Ambulatory Provider		Provider Revenue Cycle Solutions		Pharmacy		Total
Balance at December 31, 2012	$	712,585	$	289,812	$	315,054	$	170,683	$	1,488,134
Acquisitions		-		-		-		14,227		14,227
Balance at September 30, 2013	$	712,585	$	289,812	$	315,054	$	184,910	$	1,502,361

Intangible Assets Subject to Amortization

	Weighted	Gross
	Average	Carrying		Accumulated
	Remaining Life	Amount		Amortization		Net
Customer relationships	17.6	$	1,646,980	$	(159,879)	$	1,487,101
Trade names	17.7		156,530		(15,200)		141,330
Non-compete agreements	2.9		13,290		(5,047)		8,243
Data sublicense agreement	4.0		31,000		(10,038)		20,962
Backlog	3.8		440		(27)		413
Total		$	1,848,240	$	(190,191)	$	1,658,049

Aggregate Future Amortization Expense for Intangible Assets

Aggregate future amortization expense for intangible assets is estimated to be:
2013 (remainder)	$	25,140
2014		100,560
2015		100,154
2016		99,567
2017		96,300
Thereafter		1,236,328
	$	1,658,049

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Tax Receivable Agreement Obligation to Related Parties

9 Months Ended

Sep. 30, 2013

Tax Receivable Agreement Obligation to Related Parties

11. Tax Receivable Agreement Obligation to Related Parties

In connection with the IPO, the Company entered into tax receivable agreements which obligated the Company to make payments to certain current and former owners of the Company, including affiliates of Hellman and Friedman (“H&F”) and certain members of management, equal to 85% of the applicable cash savings that the Company realizes as a result of tax attributes arising from certain previous transactions. The Company will retain the benefit of the remaining 15% of these tax savings. 

In November2011, H&F and certain current and former members of management exchanged all of their remaining EBS Master Units (“EBS Units”) for cash and a combination of cash and shares of Parent, respectively, and the former majority owner of the Company assigned its rights under the tax receivable agreements to affiliates of Blackstone (Blackstone, together with H&F and certain current and former members of management are sometimes referred to collectively as the “TRA Members”). Additionally, effective December 31, 2011, the Company simplified its corporate structure. The tax attributes of the exchange of EBS Units and corporate restructuring are expected to provide the Company with additional cash savings, 85% of which are payable to the TRA Members. Collectively, the Company expects the tax attributes of the above referenced events to result in cumulative payments under the tax receivable agreements of approximately$361,425. $144,751 of this amount, which reflected the initial fair value of the tax receivable agreement obligations plus recognized accretion, was reflected as an obligation on the accompanying unaudited condensed consolidated balance sheet at September 30, 2013. The accompanying unaudited condensed consolidated statement of operations for the nine months ended September 30, 2013and 2012includes accretion expense of $18,712 and $15,104, respectively, related to this obligation.

During the nine months ended September 30, 2013, the Company changed its estimate of the timing and amount of future cash flows attributable to the tax receivable agreements as a result of a change in the Company's effective tax rate, the impact of the April 2013repricing to the Senior Credit Agreement, the Goold acquisition and routine updates to financial projections. These revised estimates resulted in anincreaseto pretax net loss of $6,105 for the nine months ended September 30, 2013.

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Segment Reporting (Revenue And Total Segment Contribution For The Reportable Segments) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Revenue from external customers
Net revenue	$ 323,906	$ 297,075	$ 941,093	$ 877,577
Income (loss) before income taxes	(16,139)	(24,249)	(84,410)	(104,451)
Interest expense, net	(37,000)	(41,898)	(116,390)	(130,539)
Depreciation and amortization	47,181	48,572	137,943	140,354
Loss on extinguishment of debt and other related cost	0	0	23,160	21,853
Accretion expense	7,112	2,758	18,712	15,104
Contingent Consideration			1,879
Capital Expenditures			52,806	40,949
Payer [Member]
Revenue from external customers
Net revenue	142,609	129,098	410,756	373,761
Adjusted EBITDA	59,145	49,973	164,790	149,895
Capital Expenditures	2,993	2,953	9,825	7,922
Ambulatory Provider [Member]
Revenue from external customers
Net revenue	90,811	89,924	271,620	270,397
Adjusted EBITDA	23,443	24,471	71,097	74,061
Capital Expenditures	2,473	1,081	6,097	3,926
Provider Revenue Cycle Solutions [Member]
Revenue from external customers
Net revenue	61,747	55,966	182,786	167,172
Adjusted EBITDA	25,282	26,399	74,703	78,277
Capital Expenditures	2,828	2,299	8,611	6,201
Pharmacy [Member]
Revenue from external customers
Net revenue	30,441	23,593	80,586	70,277
Adjusted EBITDA	13,179	11,823	37,166	35,406
Capital Expenditures	649	1,715	2,826	3,129
Corporate And Eliminations [Member]
Revenue from external customers
Net revenue	(1,702)	(1,506)	(4,655)	(4,030)
Adjusted EBITDA	(35,801)	(33,486)	(109,317)	(99,919)
Capital Expenditures	10,617	5,471	25,447	19,771
Consolidated [Member]
Revenue from external customers
Net revenue	323,906	297,075	941,093	877,577
Income (loss) before income taxes	(16,139)	(24,249)	(84,410)	(104,451)
Interest expense, net	37,000	41,898	116,390	130,539
Depreciation and amortization		48,572	137,943	140,354
EBITDA	68,042	66,221	169,923	166,442
Equity compensation	2,089	3,969	5,637	3,969
Acquisition accounting adjustments	251	937	741	4,369
Acquisition related costs	1,198	609	2,457	4,264
Transaction-related costs and advisory fees	1,500	2,237	4,825	6,899
Strategic initiatives, duplicative and transition costs	1,888	2,059	4,355	8,302
Severance and retention costs	3,507	163	5,136	1,080
Loss on extinguishment of debt and other related cost	0	0	24,311	25,411
Accretion expense	7,112	2,758	18,712	15,104
(Gain) loss on disposal of assets	(2,900)	0	(997)	52
Contingent Consideration			1,879
Other	682	227	1,460	1,828
EBITDA Adjustments	17,206	12,959	68,516	71,278
Adjusted EBITDA	85,248	79,180	238,439	237,720
Capital Expenditures	19,560	13,519	52,806	40,949
Claims Management [Member] | Payer [Member]
Revenue from external customers
Net revenue	77,092	64,557	212,242	179,519
Claims Management [Member] | Ambulatory Provider [Member]
Revenue from external customers
Net revenue	0	0	0	0
Claims Management [Member] | Provider Revenue Cycle Solutions [Member]
Revenue from external customers
Net revenue	0	0	0	0
Claims Management [Member] | Pharmacy [Member]
Revenue from external customers
Net revenue	0	0	0	0
Claims Management [Member] | Corporate And Eliminations [Member]
Revenue from external customers
Net revenue	0	0	0	0
Claims Management [Member] | Consolidated [Member]
Revenue from external customers
Net revenue	77,092	64,557	212,242	179,519
Payment Distribution Services [Member] | Payer [Member]
Revenue from external customers
Net revenue	64,245	63,330	195,129	191,125
Payment Distribution Services [Member] | Ambulatory Provider [Member]
Revenue from external customers
Net revenue	0	0	0	0
Payment Distribution Services [Member] | Provider Revenue Cycle Solutions [Member]
Revenue from external customers
Net revenue	0	0	0	0
Payment Distribution Services [Member] | Pharmacy [Member]
Revenue from external customers
Net revenue	0	0	0	0
Payment Distribution Services [Member] | Corporate And Eliminations [Member]
Revenue from external customers
Net revenue	0	0	0	0
Payment Distribution Services [Member] | Consolidated [Member]
Revenue from external customers
Net revenue	64,245	63,330	195,129	191,125
Patient Billing And Payment Services [Member] | Payer [Member]
Revenue from external customers
Net revenue	0	0	0	0
Patient Billing And Payment Services [Member] | Ambulatory Provider [Member]
Revenue from external customers
Net revenue	63,264	63,817	190,410	191,191
Patient Billing And Payment Services [Member] | Provider Revenue Cycle Solutions [Member]
Revenue from external customers
Net revenue	0	0	0	0
Patient Billing And Payment Services [Member] | Pharmacy [Member]
Revenue from external customers
Net revenue	0	0	0	0
Patient Billing And Payment Services [Member] | Corporate And Eliminations [Member]
Revenue from external customers
Net revenue	0	0	0	0
Patient Billing And Payment Services [Member] | Consolidated [Member]
Revenue from external customers
Net revenue	63,264	63,817	190,410	191,191
Physician Services [Member] | Payer [Member]
Revenue from external customers
Net revenue	0	0	0	0
Physician Services [Member] | Ambulatory Provider [Member]
Revenue from external customers
Net revenue	19,467	18,279	56,719	55,178
Physician Services [Member] | Provider Revenue Cycle Solutions [Member]
Revenue from external customers
Net revenue	0	0	0	0
Physician Services [Member] | Pharmacy [Member]
Revenue from external customers
Net revenue	0	0	0	0
Physician Services [Member] | Corporate And Eliminations [Member]
Revenue from external customers
Net revenue	0	0	0	0
Physician Services [Member] | Consolidated [Member]
Revenue from external customers
Net revenue	19,467	18,279	56,719	55,178
Dental [Member] | Payer [Member]
Revenue from external customers
Net revenue	0	0	0	0
Dental [Member] | Ambulatory Provider [Member]
Revenue from external customers
Net revenue	8,080	7,828	24,491	24,028
Dental [Member] | Provider Revenue Cycle Solutions [Member]
Revenue from external customers
Net revenue	0	0	0	0
Dental [Member] | Pharmacy [Member]
Revenue from external customers
Net revenue	0	0	0	0
Dental [Member] | Corporate And Eliminations [Member]
Revenue from external customers
Net revenue	0	0	0	0
Dental [Member] | Consolidated [Member]
Revenue from external customers
Net revenue	8,080	7,828	24,491	24,028
Revenue Cycle Management Technology [Member] | Payer [Member]
Revenue from external customers
Net revenue	0	0	0	0
Revenue Cycle Management Technology [Member] | Ambulatory Provider [Member]
Revenue from external customers
Net revenue	0	0	0	0
Revenue Cycle Management Technology [Member] | Provider Revenue Cycle Solutions [Member]
Revenue from external customers
Net revenue	30,222	27,096	89,499	80,495
Revenue Cycle Management Technology [Member] | Pharmacy [Member]
Revenue from external customers
Net revenue	0	0	0	0
Revenue Cycle Management Technology [Member] | Corporate And Eliminations [Member]
Revenue from external customers
Net revenue	0	0	0	0
Revenue Cycle Management Technology [Member] | Consolidated [Member]
Revenue from external customers
Net revenue	30,222	27,096	89,499	80,495
Revenue Cycle Management Services [Member] | Payer [Member]
Revenue from external customers
Net revenue	0	0	0	0
Revenue Cycle Management Services [Member] | Ambulatory Provider [Member]
Revenue from external customers
Net revenue	0	0	0	0
Revenue Cycle Management Services [Member] | Provider Revenue Cycle Solutions [Member]
Revenue from external customers
Net revenue	31,172	28,665	92,273	86,034
Revenue Cycle Management Services [Member] | Pharmacy [Member]
Revenue from external customers
Net revenue	0	0	0	0
Revenue Cycle Management Services [Member] | Corporate And Eliminations [Member]
Revenue from external customers
Net revenue	0	0	0	0
Revenue Cycle Management Services [Member] | Consolidated [Member]
Revenue from external customers
Net revenue	31,172	28,665	92,273	86,034
Pharmacy Services [Member] | Payer [Member]
Revenue from external customers
Net revenue	0	0	0	0
Pharmacy Services [Member] | Ambulatory Provider [Member]
Revenue from external customers
Net revenue	0	0	0	0
Pharmacy Services [Member] | Provider Revenue Cycle Solutions [Member]
Revenue from external customers
Net revenue	0	0	0	0
Pharmacy Services [Member] | Pharmacy [Member]
Revenue from external customers
Net revenue	30,364	23,503	80,330	70,007
Pharmacy Services [Member] | Corporate And Eliminations [Member]
Revenue from external customers
Net revenue	0	0	0	0
Pharmacy Services [Member] | Consolidated [Member]
Revenue from external customers
Net revenue	30,364	23,503	80,330	70,007
Inter Segment Revenues [Member] | Payer [Member]
Revenue from external customers
Net revenue	1,272	1,211	3,385	3,117
Inter Segment Revenues [Member] | Ambulatory Provider [Member]
Revenue from external customers
Net revenue	0	0	0	0
Inter Segment Revenues [Member] | Provider Revenue Cycle Solutions [Member]
Revenue from external customers
Net revenue	353	205	1,014	643
Inter Segment Revenues [Member] | Pharmacy [Member]
Revenue from external customers
Net revenue	77	90	256	270
Inter Segment Revenues [Member] | Corporate And Eliminations [Member]
Revenue from external customers
Net revenue	(1,702)	(1,506)	(4,655)	(4,030)
Inter Segment Revenues [Member] | Consolidated [Member]
Revenue from external customers
Net revenue	$ 0	$ 0	$ 0	$ 0

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Long-Term Debt (Schedule Of Long-Term Debt) (Parenthetical) (Detail) (USD $)	9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Line Of Credit Facility [Line Items]
Long-term debt, effective interest rate	4.21%
Senior Secured Term Loan Due November Two Two Thousand And Eighteen [Member]
Line Of Credit Facility [Line Items]
Long-term debt, face amount	$ 1,301,000,000
Long-term debt, due date	November 2, 2018
Long-term debt, unamortized discount	16,583	32,426
Senior Secured Revolving Credit Facility Expiring November Two Two Thousand And Sixteen [Member]
Line Of Credit Facility [Line Items]
Long-term debt, face amount	125,000,000
Long-term debt, due date	November 2, 2016
Eleven Percent Senior Notes Due December Thirty One Two Thousand And Nineteen [Member]
Line Of Credit Facility [Line Items]
Long-term debt, unamortized discount	7,883	8,506
Eleven Percent Senior Notes Due December Thirty One Two Thousand And Nineteen [Member] | Senior Notes [Member]
Line Of Credit Facility [Line Items]
Long-term debt, face amount	375,000,000
Long-term debt, due date	December 31, 2019
Long-term debt, effective interest rate	11.53%
Eleven Point Two Five Percent Senior Notes Due December Thirty One Two Thousand And Twenty [Member]
Line Of Credit Facility [Line Items]
Long-term debt, unamortized discount	9,778	10,393
Eleven Point Two Five Percent Senior Notes Due December Thirty One Two Thousand And Twenty [Member] | Senior Notes [Member]
Line Of Credit Facility [Line Items]
Long-term debt, face amount	$ 375,000,000
Long-term debt, due date	December 31, 2020
Long-term debt, effective interest rate	11.86%

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2013

Fair Value of Financial Instruments Measured on a Recurring Basis

								Significant
				Quoted in		Significant Other		Unobservable
		Balance at		Markets		Observable Inputs		Inputs
	Description	September 30, 2013		Identical (Level 1)		(Level 2)		(Level 3)
Interest rate swaps		$	(1,790)	$	-	$	(1,790)	$	-
Contingent consideration obligations			(7,438)		-		-		(7,438)
	Total	$	(9,228)	$	-	$	(1,790)	$	(7,438)

Reconciliation of the Fair Value of the Liabilities That Use Significant Unobservable Inputs (Level 3)

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
			Three Months		Three Months		Nine Months		Nine Months
			Ended September 30,		Ended September 30,		Ended September 30,		Ended September 30,
			2013		2012		2013		2012
Balance at beginning of period		$	(5,887)	$	(402)	$	(296)	$	(501)
	Adjustment of provisional amounts		223		-		-		-
	Issuance of contingent consideration		-		-		(5,495)		-
	Settlement of contingent consideration		105		58		232		157
	Total changes included in other income		(1,879)		-		(1,879)		-
Balance at end of period		$	(7,438)	$	(344)	$	(7,438)	$	(344)

Carrying Amount and the Estimated Fair Value of Financial Instruments

	Carrying
	Amount		Fair Value
Cash and cash equivalents	$	61,563	$	61,563
Accounts receivable	$	209,039	$	209,039
Senior Credit Facilities (Level 1)	$	1,264,908	$	1,279,889
Senior Notes (Level 2)	$	732,339	$	861,098

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Interest Rate Swap (Tables)

9 Months Ended

Sep. 30, 2013

Fair Value of Derivative Instrument

	Fair Values of Derivative Instruments
	Asset (Liability) Derivatives
		September 30,		December 31,
	Balance Sheet Location	2013		2012
Derivatives designated as hedging instruments:
Interest rate swaps	Other assets	$	785	$	-
Interest rate swaps	Accrued expenses		(2,575)		(2,563)
Interest rate swaps	Other long-term liabilities		-		(3,258)
		$	(1,790)	$	(5,821)

Effect of Derivative Instrument on the Accompanying Consolidated Statements of Operations

		Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
		September 30,		September 30,		September 30,		September 30,
		2013		2012		2013		2012
Derivatives in Cash Flow Hedging Relationships
	Gain (loss) related to effective portion of derivative recognized
	in other comprehensive loss	$	(2,305)	$	3,012	$	2,096	$	7,795
	Loss related to effective portion of derivative reclassified from
	accumulated other comprehensive loss to interest expense	$	(652)	$	(652)	$	(1,935)	$	(1,722)

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Income Taxes (Narrative) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Income Tax Disclosure [Line Items]
Income tax expense (benefit)	$ 126	$ (9,093)	$ (26,422)	$ (36,364)
Effective income tax rate			31.30%	34.80%

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Goodwill And Intangible Assets (Intangible Assets Subject to Amortization) (Detail) (USD $) In Thousands, unless otherwise specified			9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013 Customer Relationships [Member] year	Sep. 30, 2013 Trade Names [Member] year	Sep. 30, 2013 Noncompete Agreements [Member] year	Sep. 30, 2013 Data Sublicense Agreement [Member] year	Sep. 30, 2013 Backlog [Member] year
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Life			17.6	17.7	2.9	4.0	3.8
Gross Carrying Amount	$ 1,848,240		$ 1,646,980	$ 156,530	$ 13,290	$ 31,000	$ 440
Accumulated Amortization	(190,191)		(159,879)	(15,200)	(5,047)	(10,038)	(27)
Net	$ 1,658,049	$ 1,730,089	$ 1,487,101	$ 141,330	$ 8,243	$ 20,962	$ 413

XML

Interest Rate Swap (Narrative) (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013
Derivative Instruments [Line Items]
Interest rate derivatives designated as cash flow hedges, notional amount	$ 640,000
Estimated reclassification as increase to interest expense	2,575
Termination value of derivatives	$ 2,548

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Accumulated Other Comprehensive (Loss) Income (Summary Of Accumulated Other Comprehensive Income (Loss)) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning balance, January 1			$ (3,789)
Change associated with foreign currency translation	35	(126)	(65)	107
Change associated with current period hedging	(1,064)	(1,487)	2,511	(3,821)
Ending balance, September 30	(1,343)		(1,343)
Foreign Currency Translation Adjustment [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning balance, January 1			(127)
Change associated with foreign currency translation			(65)
Ending balance, September 30	(192)		(192)
Cash Flow Hedges [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning balance, January 1			(3,662)
Change associated with foreign currency translation			0
Change associated with current period hedging			576
Reclassification into earnings			(1,935)
Ending balance, September 30	(1,151)		(1,151)
Accumulated Other Comprehensive Income [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning balance, January 1			(3,789)
Change associated with foreign currency translation			(65)	107
Change associated with current period hedging			2,511
Reclassification into earnings			(1,935)
Ending balance, September 30	$ (1,343)		$ (1,343)

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Business Combinations (Summary Of Information Related To Acquisitions) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Goold [Member]
Total Consideration Fair Value at Acquisition Date:
Cash paid at closing	$ 19,391		$ 19,391
Contingent consideration	5,495		5,495
Other			(5)
Total consideration transferred	24,881		24,881
Allocation of the Consideration Transferred:
Cash	1,100		1,100
Accounts receivable	3,435		3,435
Deferred income tax assets	0		0
Prepaid expenses and other current assets	647		647
Property and equipment	7,655		7,655
Identifiable intangible assets:
Goodwill	14,227		14,227
Accounts payable	(541)		(541)
Accrued expenses	(2,156)		(2,156)
Deferred revenues	(101)		(101)
Current maturities of long-term debt	(218)		(218)
Deferred income tax liabilities	(5,267)		(5,267)
Other long-term liabilities	0		0
Total consideration transferred	24,881		24,881
Acquisition costs in sales, marketing, general and administrative expense:
Acquisition costs in sales, marketing, general and administrative expense	18	0	280	0
Other Information:
Gross contractual accounts receivable	3,435		3,435
Amount not expected to be collected	0		0
Goodwill expected to be deductible for tax purposes	0		0
Goold [Member] | Trade Names [Member]
Identifiable intangible assets:
Identifiable intangible assets	0		0
Goold [Member] | Noncompete Agreements [Member]
Identifiable intangible assets:
Identifiable intangible assets	490		490
Goold [Member] | Customer Relationships [Member]
Identifiable intangible assets:
Identifiable intangible assets	5,170		5,170
Goold [Member] | Backlog [Member]
Identifiable intangible assets:
Identifiable intangible assets	440		440
T C 3 Health Inc [Member]
Total Consideration Fair Value at Acquisition Date:
Cash paid at closing	61,351		61,351
Contingent consideration	0		0
Other			383
Total consideration transferred	61,734		61,734
Allocation of the Consideration Transferred:
Cash	2,340		2,340
Accounts receivable	2,662		2,662
Deferred income tax assets	348		348
Prepaid expenses and other current assets	155		155
Property and equipment	10,414		10,414
Identifiable intangible assets:
Goodwill	38,634		38,634
Accounts payable	0		0
Accrued expenses	(4,783)		(4,783)
Deferred revenues	0		0
Current maturities of long-term debt	0		0
Deferred income tax liabilities	(8,592)		(8,592)
Other long-term liabilities	(84)		(84)
Total consideration transferred	61,734		61,734
Acquisition costs in sales, marketing, general and administrative expense:
Acquisition costs in sales, marketing, general and administrative expense	0	0	0	513
Other Information:
Gross contractual accounts receivable	2,943		2,943
Amount not expected to be collected	281		281
Goodwill expected to be deductible for tax purposes	0		0
T C 3 Health Inc [Member] | Trade Names [Member]
Identifiable intangible assets:
Identifiable intangible assets	530		530
T C 3 Health Inc [Member] | Noncompete Agreements [Member]
Identifiable intangible assets:
Identifiable intangible assets	1,300		1,300
T C 3 Health Inc [Member] | Customer Relationships [Member]
Identifiable intangible assets:
Identifiable intangible assets	$ 18,810		$ 18,810

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Fair Value Measurements (Fair Value Of Financial Instruments Measured On A Recurring Basis) (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total	$ (9,228)
Fair Value Inputs Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Interest rate swaps	(1,790)
Total	(1,790)
Fair Value Inputs Level 3 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Contingent consideration obligations	(7,438)
Total	$ (7,438)

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Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2013

Schedule of Long-Term Debt

Long-term debt as of September 30, 2013 and December 31, 2012, consisted of the following:
			September 30,		December 31,
			2013		2012
Senior Credit Facilities
	$1,301 million Senior Secured Term Loan facility, due November 2, 2018, net of
		unamortized discount of $16,583 and $32,426 at September 30, 2013 and
		December 31, 2012, respectively (effective interest rate of 4.21%)	$	1,264,908	$	1,258,758
	$125 million Senior Secured Revolving Credit facility, expiring on November
		2, 2016 and bearing interest at a variable base rate plus a spread rate		-		-
Senior Notes
	$375 million 11% Senior Notes due December 31, 2019, net of unamortized
		discount of $7,883 and $8,506 at September 30, 2013 and December 31, 2012,
		respectively (effective interest rate of 11.53%)		367,117		366,494
	$375 million 11.25% Senior Notes due December 31, 2020, net of unamortized
		discount of $9,778 and $10,393 at September 30, 2013 and December 31, 2012,
		respectively (effective interest rate of 11.86%)		365,222		364,607
Obligation under data sublicense agreement				26,863		26,863
Other				14,194		287
Less current portion				(22,031)		(17,595)
Long-term debt			$	2,016,273	$	1,999,414

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Condensed Consolidated Statements of Equity (Unaudited) (USD $) In Thousands, except Share data	Total	Common Stock [Member]	Additional Paid In Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income [Member]
Balance at Dec. 31, 2011	$ 1,103,789	$ 0	$ 1,120,676	$ (16,693)	$ (194)
Balance, shares at Dec. 31, 2011		100
Equity compensation expense	3,969		3,969
Issuance of shares in connection with equity compensation plans, net of taxes	317		317
Issuance of shares in connection with equity compensation plans, net of taxes, shares		0
Repurchase of Parent common stock	317		317
Reclassification of liability awards to equity awards	3,675		3,675
Net income (loss)	(68,087)			(68,087)
Foreign currency translation adjustment	107				107
Other comprehensive income amortization, net of taxes					(3,821)
Change in the fair value of interest rate swap, net of taxes	(3,821)
Balance at Sep. 30, 2012	1,039,632	0	1,128,320	(84,780)	(3,908)
Balance, shares at Sep. 30, 2012		100
Balance at Dec. 31, 2012	1,032,151	0	1,130,968	(95,028)	(3,789)
Balance, shares at Dec. 31, 2012		100
Equity compensation expense	5,637		5,637
Issuance of shares in connection with equity compensation plans, net of taxes	0		0
Repurchase of Parent common stock	(250)		(250)
Net income (loss)	(57,988)			(57,988)
Foreign currency translation adjustment	(65)				(65)
Change in the fair value of interest rate swap, net of taxes	2,511				2,511
Balance at Sep. 30, 2013	$ 981,996	$ 0	$ 1,136,355	$ (153,016)	$ (1,343)
Balance, shares at Sep. 30, 2013		100

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Nature of Business and Organization

9 Months Ended

Sep. 30, 2013

Nature of Business and Organization

1.Nature of Business and Organization

Nature of Business

Emdeon Inc. (the “Company”), through its subsidiaries, is a provider of revenue and payment cycle management and clinical information exchange solutions, connecting payers, providers and patients of the United States healthcare system. The Company's product and service offerings integrate and automate key business and administrative functions for healthcare payers and healthcare providers throughout the patient encounter, including pre-care patient eligibility and benefits verification and enrollment, clinical information exchange, claims management and adjudication, payment integrity, payment distribution, payment posting and denial management and patient billing and payment processing. 

Organization

The Company was formed as a Delaware limited liability company in September 2006 and converted into a Delaware corporation in September 2008 in anticipation of the Company's August 2009 initial public offering (the “IPO”).

On November 2, 2011, pursuant to an Agreement and Plan of Merger among the Company, Beagle Parent Corp. (“Parent”) and Beagle Acquisition Corp. (“Merger Sub”),Merger Sub merged with and into the Company with the Company surviving the merger (the “Merger”). Subsequent to the Merger, the Company became an indirect wholly-owned subsidiary of Parent, which is controlled by affiliates of The Blackstone Group L.P. (“Blackstone”).

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Business Combinations

9 Months Ended

Sep. 30, 2013

Business Combinations

4. Business Combinations

In June 2013, the Company acquired all of the equity interests of Goold Health Systems (“Goold”), a technology-enabled provider of pharmacy benefit and related services primarily to State Medicaid agencies across the nation.

In May 2012, the Company acquired all of the equity interests of TC3 Health, Inc. (“TC3”), a technology-enabled provider of cost containment and payment integrity solutions for healthcare payers.

The following table summarizes certain information related to these acquisitions. The preliminary values of the consideration transferred, assets acquired and liabilities assumed in the Goold acquisition,including related tax effects, are subject to receipt of a final valuation and a final working capital settlement.

			Goold		TC3
Total Consideration Fair Value at Acquisition Date:
	Cash paid at closing		$	19,391	$	61,351
	Contingent consideration			5,495		-
	Other			(5)		383
			$	24,881	$	61,734
Allocation of the Consideration Transferred:
	Cash		$	1,100	$	2,340
	Accounts receivable			3,435		2,662
	Deferred income tax assets			-		348
	Prepaid expenses and other current assets			647		155
	Property and equipment			7,655		10,414
	Identifiable intangible assets:
		Tradename		-		530
		Noncompetition agreements		490		1,300
		Customer relationships		5,170		18,810
		Backlog		440		-
	Goodwill			14,227		38,634
	Accounts payable			(541)		-
	Accrued expenses			(2,156)		(4,783)
	Deferred revenues			(101)		-
	Current maturities of long-term debt			(218)		-
	Deferred income tax liabilities			(5,267)		(8,592)
	Other long-term liabilities			-		(84)
	Total consideration transferred		$	24,881	$	61,734
Acquisition costs in sales, marketing, general and administrative expense:
	For the three months ended September 30, 2013		$	18	$	-
	For the three months ended September 30, 2012		$	-	$	-
	For the nine months ended September 30, 2013		$	280	$	-
	For the nine months ended September 30, 2012		$	-	$	513
			Goold		TC3
Other Information:
	Gross contractual accounts receivable		$	3,435	$	2,943
	Amount not expected to be collected		$	-	$	281
	Goodwill expected to be deductible for tax purposes		$	-	$	-
Contingent Consideration Information:
	Contingent consideration range			$0-15,000		N/A
	Measurement period			July 1, 2013 to September 30, 2014		N/A
	Type of measurement			Level 3		N/A
	Key assumptions at the acquisition date:
		Probability of winning new contracts		10%-50%		N/A
		Probability of retaining contracts that expire during the measurement period		90%		N/A
		Range of baseline revenue retention for existing customers		75%-125%		N/A
		Expected payment date		12/15/2014		N/A
		Discount rate		15.4%		N/A
	Increase (decrease) to net income:
		For the three months ended September 30, 2013	$	1,879	$	-
		For the nine months ended September 30, 2013	$	1,879	$	-

The Company generally recognizes goodwill attributable to the assembled workforce and expected synergies among the operations of acquired entities and the Company's existing operations. In the case of the Company's acquisitions of operating companies, synergies generally have resulted from the elimination of duplicative facilities and personnel costs and cross selling opportunities among the Company's existing customer base.

Goodwill is generally deductible for federal income tax purposes when a business combination is treated as an asset purchase. Goodwill is generally not deductible for federal income tax purposes when the business combination is treated as a stock purchase.

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Basis of Presentation and Summary of Significant New Accounting Policies

9 Months Ended

Sep. 30, 2013

Basis of Presentation and Summary of Significant New Accounting Policies

2. Basis of Presentation

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (“SEC”) Guidelines, Rules and Regulations (“Regulation S-X”) and, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of resultsfor the unaudited interim periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The results of operations for the interim period are not necessarily indicative of the results to be obtained for the full fiscal year. All material intercompany accounts and transactions have been eliminated in the unaudited condensed consolidated financial statements.

Reclassifications

Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation.

Recent Accounting Pronouncements

On January 1, 2013, the Company adopted Financial Accounting Standards Board Accounting Standards Update No. 2013-02,which requires an entity to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of its income statement or in its notes, significant amounts reclassified from accumulated other comprehensive income by the net income line item. The adoption of this update had no material impact on the Company's unaudited condensed consolidated financial statements.

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Interest Rate Swap (Fair Value Of Derivative Instrument) (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Derivatives designated as hedging instruments:
Interest rate swaps	$ (1,790)	$ (5,821)
Other Assets [Member]
Derivatives designated as hedging instruments:
Interest rate swaps	785	0
Accrued Expenses [Member]
Derivatives designated as hedging instruments:
Interest rate swaps	(2,575)	(2,563)
Other Liabilities [Member]
Derivatives designated as hedging instruments:
Interest rate swaps	$ 0	$ (3,258)

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Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2013

Revenue and Total Segment Contribution for the Reportable Segments

			Three Months Ended September 30, 2013
			Payer		Ambulatory Provider		Provider Revenue Cycle Solutions		Pharmacy		Corporate and Eliminations		Consolidated
Revenue from external customers:
	Claims management	$	77,092	$	-	$	-	$	-	$	-	$	77,092
	Payment distribution services		64,245		-		-		-		-		64,245
	Patient billing and payment
	services		-		63,264		-		-		-		63,264
	Physician services		-		19,467		-		-		-		19,467
	Dental		-		8,080		-		-		-		8,080
	Revenue cycle technology		-		-		30,222		-		-		30,222
	Revenue cycle services		-		-		31,172		-		-		31,172
	Pharmacy		-		-		-		30,364		-		30,364
	Inter-segment revenue		1,272		-		353		77		(1,702)		-
Net revenue		$	142,609	$	90,811	$	61,747	$	30,441	$	(1,702)	$	323,906
Income (loss) before income taxes												$	(16,139)
Interest expense													37,000
Depreciation and amortization													47,181
EBITDA													68,042
	Equity compensation												2,089
	Acquisition accounting
	adjustments												251
	Acquisition-related costs												1,198
	Transaction-related costs and
	advisory fees												1,500
	Strategic initiatives, duplicative
	and transition costs												1,888
	Severance and retention costs												3,507
	Accretion expense												7,112
	(Gain) loss on disposal of assets												(2,900)
	Contingent consideration												1,879
	Other												682
	EBITDA Adjustments												17,206
Adjusted EBITDA		$	59,145	$	23,443	$	25,282	$	13,179	$	(35,801)	$	85,248
Capital Expenditures		$	2,993	$	2,473	$	2,828	$	649	$	10,617	$	19,560

			Three Months Ended September 30, 2012
			Payer		Ambulatory Provider		Provider Revenue Cycle Solutions		Pharmacy		Corporate and Eliminations		Consolidated
Revenue from external customers:
	Claims management	$	64,557	$	-	$	-	$	-	$	-	$	64,557
	Payment distribution services		63,330		-		-		-		-		63,330
	Patient billing and payment
	services		-		63,817		-		-		-		63,817
	Physician services		-		18,279		-		-		-		18,279
	Dental		-		7,828		-		-		-		7,828
	Revenue cycle technology		-		-		27,096		-		-		27,096
	Revenue cycle services		-		-		28,665		-		-		28,665
	Pharmacy		-		-		-		23,503		-		23,503
	Inter-segment revenue		1,211		-		205		90		(1,506)		-
Net revenue		$	129,098	$	89,924	$	55,966	$	23,593	$	(1,506)	$	297,075
Income (loss) before income taxes												$	(24,249)
Interest expense													41,898
Depreciation and amortization													48,572
EBITDA													66,221
	Equity compensation												3,969
	Acquisition accounting
	adjustments												937
	Acquisition-related costs												609
	Transaction-related costs and
	advisory fees												2,237
	Strategic initiatives, duplicative
	and transition costs												2,059
	Severance and retention costs												163
	Accretion expense												2,758
	Other												227
	EBITDA Adjustments												12,959
Adjusted EBITDA		$	49,973	$	24,471	$	26,399	$	11,823	$	(33,486)	$	79,180
Capital Expenditures		$	2,953	$	1,081	$	2,299	$	1,715	$	5,471	$	13,519

			Nine Months Ended September 30, 2013
			Payer		Ambulatory Provider		Provider Revenue Cycle Solutions		Pharmacy		Corporate and Eliminations		Consolidated
Revenue from external customers:
	Claims management	$	212,242	$	-	$	-	$	-	$	-	$	212,242
	Payment distribution services		195,129		-		-		-		-		195,129
	Patient billing and payment
	services		-		190,410		-		-		-		190,410
	Physician services		-		56,719		-		-		-		56,719
	Dental		-		24,491		-		-		-		24,491
	Revenue cycle technology		-		-		89,499		-		-		89,499
	Revenue cycle services		-		-		92,273		-		-		92,273
	Pharmacy		-		-		-		80,330		-		80,330
	Inter-segment revenue		3,385		-		1,014		256		(4,655)		-
Net revenue		$	410,756	$	271,620	$	182,786	$	80,586	$	(4,655)	$	941,093
Income (loss) before income taxes												$	(84,410)
Interest expense													116,390
Depreciation and amortization													137,943
EBITDA													169,923
	Equity compensation												5,637
	Acquisition accounting
	adjustments												741
	Acquisition-related costs												2,457
	Transaction-related costs and
	advisory fees												4,825
	Strategic initiatives, duplicative
	and transition costs												4,355
	Severance and retention costs												5,136
	Loss on extinguishment of debt and other related costs…………..………												24,311
	Accretion expense												18,712
	(Gain) loss on disposal of assets												(997)
	Contingent consideration												1,879
	Other												1,460
	EBITDA Adjustments												68,516
Adjusted EBITDA		$	164,790	$	71,097	$	74,703	$	37,166	$	(109,317)	$	238,439
Capital Expenditures		$	9,825	$	6,097	$	8,611	$	2,826	$	25,447	$	52,806

			Nine Months Ended September 30, 2012
			Payer		Ambulatory Provider		Provider Revenue Cycle Solutions		Pharmacy		Corporate and Eliminations		Consolidated
Revenue from external customers:
	Claims management	$	179,519	$	-	$	-	$	-	$	-	$	179,519
	Payment distribution services		191,125		-		-		-		-		191,125
	Patient billing and payment
	services		-		191,191		-		-		-		191,191
	Physician services		-		55,178		-		-		-		55,178
	Dental		-		24,028		-		-		-		24,028
	Revenue cycle technology		-		-		80,495		-		-		80,495
	Revenue cycle services		-		-		86,034		-		-		86,034
	Pharmacy		-		-		-		70,007		-		70,007
	Inter-segment revenue		3,117		-		643		270		(4,030)		-
Net revenue		$	373,761	$	270,397	$	167,172	$	70,277	$	(4,030)	$	877,577
Income (loss) before income taxes												$	(104,451)
Interest expense													130,539
Depreciation and amortization													140,354
EBITDA													166,442
	Equity compensation												3,969
	Acquisition accounting
	adjustments												4,369
	Acquisition-related costs												4,264
	Transaction-related costs and
	advisory fees												6,899
	Strategic initiatives, duplicative
	and transition costs												8,302
	Severance and retention costs												1,080
	Loss on extinguishment of debt and other related costs……………………												25,411
	Accretion expense												15,104
	Disposal of assets												52
	Other												1,828
	EBITDA Adjustments												71,278
Adjusted EBITDA		$	149,895	$	74,061	$	78,277	$	35,406	$	(99,919)	$	237,720
Capital Expenditures		$	7,922	$	3,926	$	6,201	$	3,129	$	19,771	$	40,949

XML

Business Combinations (Contingent Consideration Information) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2013
Business Acquisition, Contingent Consideration [Line Items]
Increase (decrease) to net income		$ 1,879
Goold [Member]
Business Acquisition, Contingent Consideration [Line Items]
Type of measurement		Level 3
Probability of retaining contracts that expire during the measurement period		90.00%
Expected payment date		Dec. 15, 2014
Discount Rate		15.40%
Increase (decrease) to net income	1,879	1,879
Goold [Member] | Maximum [Member]
Business Acquisition, Contingent Consideration [Line Items]
Contingent consideration range, Max	15,000	15,000
Measurement period		Sep. 30, 2014
Probability of winning new contracts		50.00%
Range of baseline revenue retention for existing customers		125.00%
Goold [Member] | Minimum [Member]
Business Acquisition, Contingent Consideration [Line Items]
Contingent consideration range, Min	$ 0	$ 0
Measurement period		Jul. 01, 2013
Probability of winning new contracts		10.00%
Range of baseline revenue retention for existing customers		75.00%

XML

Long-Term Debt (Schedule Of Long-Term Debt) (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Line Of Credit Facility [Line Items]
Less current portion	$ (22,031)	$ (17,595)
Other	14,194	287
Long-term debt	2,015,743	1,999,414
Data Sublicense Agreement [Member]
Line Of Credit Facility [Line Items]
Long-term debt	26,863	26,863
Senior Secured Term Loan Due November Two Two Thousand And Eighteen [Member] | Senior Credit Facility [Member]
Line Of Credit Facility [Line Items]
Long-term debt	1,264,908	1,258,758
Senior Secured Revolving Credit Facility Expiring November Two Two Thousand And Sixteen [Member]
Line Of Credit Facility [Line Items]
Long-term debt		0
Eleven Percent Senior Notes Due December Thirty One Two Thousand And Nineteen [Member] | Senior Notes [Member]
Line Of Credit Facility [Line Items]
Long-term debt	367,117	366,494
Eleven Point Two Five Percent Senior Notes Due December Thirty One Two Thousand And Twenty [Member] | Senior Notes [Member]
Line Of Credit Facility [Line Items]
Long-term debt	$ 365,222	$ 364,607

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Supplemental Condensed Consolidating Financial Information (Condensed Consolidating Balance Sheet) (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 61,563	$ 31,763	$ 50,337	$ 37,925
Accounts receivable, net of allowance for doubtful accounts of $4,624 and $3,585 at September 30, 2013 and December 31, 2012, respectively	209,039	190,021
Deferred income tax assets	5,578	4,184
Prepaid expenses and other current assets	29,339	28,160
Total current assets	305,519	254,128
Property and equipment, net	279,195	264,852
Goodwill	1,502,361	1,488,134
Intangible assets, net	1,658,049	1,730,089
Other assets, net	19,538	29,694
Total assets	3,764,662	3,766,897
Current liabilities:
Accounts payable	8,495	6,223
Accrued expenses	118,414	101,805
Deferred revenues	10,222	9,342
Current portion of long-term debt	22,031	17,595
Total current liabilities	159,162	134,965
Long-term debt, excluding current portion	2,015,743	1,999,414
Deferred income tax liabilities	447,217	466,921
Tax receivable agreement obligations to related parties	143,697	125,003
Other long-term liabilities	16,847	8,443
Equity	981,996	1,032,151	1,039,632	1,103,789
Total liabilities and equity	3,764,662	3,766,897
Emdeon Inc. [Member]
Current assets:
Cash and cash equivalents	722	754	11,263	572
Accounts receivable, net of allowance for doubtful accounts of $4,624 and $3,585 at September 30, 2013 and December 31, 2012, respectively	0	0
Deferred income tax assets	0	0
Prepaid expenses and other current assets	2,948	2,059
Total current assets	3,670	2,813
Property and equipment, net	0	3
Due from affiliates	0	0
Investment in consolidated subsidiaries	1,795,024	1,839,748
Goodwill	0	0
Intangible assets, net	144,750	151,500
Other assets, net	50,853	18,539
Total assets	1,994,297	2,012,603
Current liabilities:
Accounts payable	0	0
Accrued expenses	18,769	5,845
Deferred revenues	0	0
Current portion of long-term debt	4,597	4,600
Total current liabilities	23,366	10,445
Due to affiliates	64,856	62,933
Long-term debt, excluding current portion	780,382	778,813
Deferred income tax liabilities	0	0
Tax receivable agreement obligations to related parties	143,697	125,003
Other long-term liabilities	0	3,258
Equity	981,996	1,032,151
Total liabilities and equity	1,994,297	2,012,603
Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	60,841	31,009	39,074	37,353
Accounts receivable, net of allowance for doubtful accounts of $4,624 and $3,585 at September 30, 2013 and December 31, 2012, respectively	209,039	190,021
Deferred income tax assets	5,578	4,184
Prepaid expenses and other current assets	26,391	26,101
Total current assets	301,849	251,315
Property and equipment, net	279,195	264,849
Due from affiliates	64,856	62,933
Investment in consolidated subsidiaries	0	0
Goodwill	1,502,361	1,488,134
Intangible assets, net	1,513,299	1,578,589
Other assets, net	14,750	22,275
Total assets	3,676,310	3,668,095
Current liabilities:
Accounts payable	8,495	6,223
Accrued expenses	99,645	95,960
Deferred revenues	10,222	9,342
Current portion of long-term debt	17,434	12,995
Total current liabilities	135,796	124,520
Due to affiliates	0	0
Long-term debt, excluding current portion	1,235,361	1,220,601
Deferred income tax liabilities	493,282	478,041
Tax receivable agreement obligations to related parties	0	0
Other long-term liabilities	16,847	5,185
Equity	1,795,024	1,839,748
Total liabilities and equity	3,676,310	3,668,095
Consolidating Adjustments [Member]
Current assets:
Cash and cash equivalents	0	0	0	0
Accounts receivable, net of allowance for doubtful accounts of $4,624 and $3,585 at September 30, 2013 and December 31, 2012, respectively	0	0
Deferred income tax assets	0	0
Prepaid expenses and other current assets	0	0
Total current assets	0	0
Property and equipment, net	0	0
Due from affiliates	(64,856)	(62,933)
Investment in consolidated subsidiaries	(1,795,024)	(1,839,748)
Goodwill	0	0
Intangible assets, net	0	0
Other assets, net	(46,065)	(11,120)
Total assets	(1,905,945)	(1,913,801)
Current liabilities:
Accounts payable		0
Accrued expenses		0
Deferred revenues		0
Current portion of long-term debt		0
Total current liabilities		0
Due to affiliates	(64,856)	(62,933)
Long-term debt, excluding current portion		0
Deferred income tax liabilities	(46,065)	(11,120)
Tax receivable agreement obligations to related parties		0
Other long-term liabilities		0
Equity	(1,795,024)	(1,839,748)
Total liabilities and equity	(1,905,945)	(1,913,801)
Consolidated [Member]
Current assets:
Cash and cash equivalents	61,563	31,763	50,337	37,925
Accounts receivable, net of allowance for doubtful accounts of $4,624 and $3,585 at September 30, 2013 and December 31, 2012, respectively	209,039	190,021
Deferred income tax assets	5,578	4,184
Prepaid expenses and other current assets	29,339	28,160
Total current assets	305,519	254,128
Property and equipment, net	279,195	264,852
Due from affiliates	0
Investment in consolidated subsidiaries	0
Goodwill	1,502,361	1,488,134
Intangible assets, net	1,658,049	1,730,089
Other assets, net	19,538	29,694
Total assets	3,764,662	3,766,897
Current liabilities:
Accounts payable	8,495	6,223
Accrued expenses	118,414	101,805
Deferred revenues	10,222	9,342
Current portion of long-term debt	22,031	17,595
Total current liabilities	159,162	134,965
Long-term debt, excluding current portion	2,015,743	1,999,414
Deferred income tax liabilities	447,217	466,921
Tax receivable agreement obligations to related parties	143,697	125,003
Other long-term liabilities	16,847	8,443
Equity	981,996	1,032,151
Total liabilities and equity	$ 3,764,662	$ 3,766,897

XML

Fair Value Measurements (Carrying Amount And The Estimated Fair Value Of Financial Instruments) (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2012	Dec. 31, 2011
Estimated Fair Value Of Financial Instruments [Line Items]
Cash and cash equivalents, Carrying Amount	$ 61,563	$ 31,763	$ 50,337	$ 37,925
Accounts receivable, Carrying Amount	209,039	190,021
Cash and cash equivalents, Fair Value	61,563
Accounts receivable, Fair Value	209,039
Gain on sale of cost method investment	2,925
Fair Value Inputs Level 1 [Member]
Estimated Fair Value Of Financial Instruments [Line Items]
Senior Credit Facilities, Carrying Amount (Level 1)	1,264,908
Senior Credit Facilities, Fair Value (Level 1)	1,279,889
Fair Value Inputs Level 2 [Member]
Estimated Fair Value Of Financial Instruments [Line Items]
Senior Notes, Carrying Amount (Level 2)	732,339
Senior Notes, Fair Value (Level 2)	$ 861,098

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Allowance for doubtful accounts	$ 4,624	$ 3,585
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100	100
Common stock, shares outstanding	100	100

XML

Interest Rate Swap

9 Months Ended

Sep. 30, 2013

Interest Rate Swap

7. Interest Rate Swap

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company's derivative financial instruments are used to manage differences in the amount, timingand duration of the Company's known or expected cash receipts and its known or expected cash payments principally related to the Company's borrowings.

Cash Flow Hedges of Interest Rate Risk

The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. During the three and nine months endedSeptember 30, 2013, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt pursuant to the Term Loan Facility. As of September 30, 2013, the Company had three outstanding interest rate derivatives with a combined notional amount of $640,000 that were designated as cash flow hedges of interest rate risk.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. During the next twelve months, the Company estimates that an additional $2,575 will be reclassified as an increase to interest expense.

The following table summarizes the fair value of the Company's derivative instruments at September 30,2013 and December 31, 2012:

	Fair Values of Derivative Instruments
	Asset (Liability) Derivatives
		September 30,		December 31,
	Balance Sheet Location	2013		2012
Derivatives designated as hedging instruments:
Interest rate swaps	Other assets	$	785	$	-
Interest rate swaps	Accrued expenses		(2,575)		(2,563)
Interest rate swaps	Other long-term liabilities		-		(3,258)
		$	(1,790)	$	(5,821)

Tabular Disclosure of the Effect of Derivative Instruments on the Statement of Operations

The effect of the derivative instruments on the accompanying unaudited condensed consolidated statements of operations for thethree and nine months endedSeptember 30,2013and 2012, respectively, is summarized in the following table:

		Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
		September 30,		September 30,		September 30,		September 30,
		2013		2012		2013		2012
Derivatives in Cash Flow Hedging Relationships
	Gain (loss) related to effective portion of derivative recognized
	in other comprehensive loss	$	(2,305)	$	3,012	$	2,096	$	7,795
	Loss related to effective portion of derivative reclassified from
	accumulated other comprehensive loss to interest expense	$	(652)	$	(652)	$	(1,935)	$	(1,722)

Credit Risk-related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company also could be declared in default on its derivative obligations.

As of September 30, 2013, the termination value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $2,548. If the Company had breached any of these provisions at September 30, 2013, the Company could have been required to settle its obligations under the agreements at this termination value. The Company does not offset any derivative instruments and the derivative instruments are not subject to collateral posting requirements.

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Consolidated Statements of Comprehensive Income (Loss) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Net income (loss)	$ (16,265)	$ (15,156)	$ (57,988)	$ (68,087)
Other comprehensive income (loss):
Changes in fair value of interest rate swap, net of taxes	(1,064)	(1,487)	2,511	(3,821)
Foreign currency translation adjustment	35	(126)	(65)	107
Other comprehensive income (loss)	(1,029)	(1,613)	2,446	(3,714)
Total comprehensive income (loss)	$ (17,294)	$ (16,769)	$ (55,542)	$ (71,801)

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Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 61,563	$ 31,763
Accounts receivable, net of allowance for doubtful accounts of $4,624 and $3,585 at September 30, 2013 and December 31, 2012, respectively	209,039	190,021
Deferred income tax assets	5,578	4,184
Prepaid expenses and other current assets	29,339	28,160
Total current assets	305,519	254,128
Property and equipment, net	279,195	264,852
Goodwill	1,502,361	1,488,134
Intangible assets, net	1,658,049	1,730,089
Other assets, net	19,538	29,694
Total assets	3,764,662	3,766,897
Current liabilities:
Accounts payable	8,495	6,223
Accrued expenses	118,414	101,805
Deferred revenues	10,222	9,342
Current portion of long-term debt	22,031	17,595
Total current liabilities	159,162	134,965
Long-term debt, excluding current portion	2,015,743	1,999,414
Deferred income tax liabilities	447,217	466,921
Tax receivable agreement obligations to related parties	143,697	125,003
Other long-term liabilities	16,847	8,443
Equity:
Common stock (par value, $.01), 100 shares authorized and outstanding at September 30, 2013 and December 31, 2012, respectively	0	0
Additional paid-in capital	1,136,355	1,130,968
Accumulated other comprehensive income (loss)	(1,343)	(3,789)
Accumulated deficit	(153,016)	(95,028)
Total equity	981,996	1,032,151
Total liabilities and equity	$ 3,764,662	$ 3,766,897

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Supplemental Condensed Consolidating Financial Information (Condensed Consolidating Statement Of Operations) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Schedule Of Condensed Consolidating Statement Of Operations [Line Items]
Revenue	$ 323,906	$ 297,075	$ 941,093	$ 877,577
Costs and expenses:
Cost of operations (exclusive of depreciation and amortization below)	197,378	181,818	580,501	534,463
Development and engineering	7,896	8,644	23,263	26,320
Sales, marketing, general and administrative	44,524	37,634	126,580	113,395
Depreciation and amortization	47,181	48,572	137,943	140,354
Accretion	7,112	2,758	18,712	15,104
Operating income (loss)	19,815	17,649	54,094	47,941
Interest expense, net	37,000	41,898	116,390	130,539
Loss on extinguishment of debt	0	0	23,160	21,853
Income (loss) before income tax provision (benefit)	(16,139)	(24,249)	(84,410)	(104,451)
Income tax provision (benefit)	126	(9,093)	(26,422)	(36,364)
Net income (loss)	(16,265)	(15,156)	(57,988)	(68,087)
Emdeon Inc. [Member]
Schedule Of Condensed Consolidating Statement Of Operations [Line Items]
Revenue	0	0	0	0
Costs and expenses:
Cost of operations (exclusive of depreciation and amortization below)	0	0	0	0
Development and engineering	0	0	0	0
Sales, marketing, general and administrative	1,997	2,606	7,023	7,261
Depreciation and amortization	2,251	2,251	6,753	6,753
Accretion	7,112	2,758	18,712	15,104
Operating income (loss)	(11,360)	(7,615)	(32,488)	(29,118)
Equity in earnings of consolidated subsidiaries	3,766	5,937	(6,216)	1,807
Interest expense, net	23,579	23,673	(70,621)	(70,524)
Loss on extinguishment of debt	0	0	485	495
Other	(2,925)
Income (loss) before income tax provision (benefit)	(28,248)	(25,351)	(94,453)	(101,944)
Income tax provision (benefit)	(11,983)	(10,195)	(36,465)	(33,857)
Net income (loss)	(16,265)	(15,156)	(57,988)	(68,087)
Guarantor Subsidiaries [Member]
Schedule Of Condensed Consolidating Statement Of Operations [Line Items]
Revenue	323,906	297,075	941,093	877,577
Costs and expenses:
Cost of operations (exclusive of depreciation and amortization below)	197,378	181,818	580,501	534,463
Development and engineering	7,896	8,644	23,263	26,320
Sales, marketing, general and administrative	42,527	35,028	119,557	106,134
Depreciation and amortization	44,930	46,321	131,190	133,601
Accretion	0	0	0	0
Operating income (loss)	31,175	25,264	86,582	77,059
Equity in earnings of consolidated subsidiaries	0	0	0	0
Interest expense, net	13,421	18,225	(45,769)	(60,015)
Loss on extinguishment of debt	0	0	22,675	21,358
Other	1,879
Income (loss) before income tax provision (benefit)	15,875	7,039	16,259	(4,314)
Income tax provision (benefit)	12,109	1,102	10,043	(2,507)
Net income (loss)	3,766	5,937	6,216	(1,807)
Consolidating Adjustments [Member]
Schedule Of Condensed Consolidating Statement Of Operations [Line Items]
Revenue		0	0	0
Costs and expenses:
Cost of operations (exclusive of depreciation and amortization below)				0
Development and engineering			0	0
Sales, marketing, general and administrative			0	0
Depreciation and amortization			0	0
Accretion			0	0
Operating income (loss)			0	0
Equity in earnings of consolidated subsidiaries	(3,766)	(5,937)	6,216	(1,807)
Interest expense, net	0	0	0	0
Loss on extinguishment of debt	0	0	0	0
Other	0
Income (loss) before income tax provision (benefit)	(3,766)	(5,937)	(6,216)	1,807
Income tax provision (benefit)			0	0
Net income (loss)	(3,766)	(5,937)	(6,216)	1,807
Consolidated [Member]
Schedule Of Condensed Consolidating Statement Of Operations [Line Items]
Revenue	323,906	297,075	941,093	877,577
Costs and expenses:
Cost of operations (exclusive of depreciation and amortization below)	197,378	181,818	580,501	534,463
Development and engineering	7,896	8,644	23,263	26,320
Sales, marketing, general and administrative	44,524	37,634	126,580	113,395
Depreciation and amortization	47,181	48,572	137,943	140,354
Accretion	7,112	2,758	18,712	15,104
Operating income (loss)	19,815	17,649		47,941
Equity in earnings of consolidated subsidiaries	0	0	0	0
Interest expense, net	37,000	41,898	(116,390)	(130,539)
Loss on extinguishment of debt	0	0	23,160	21,853
Other	(1,046)
Income (loss) before income tax provision (benefit)	(16,139)	(24,249)	(84,410)	(104,451)
Income tax provision (benefit)	126	(9,093)	(26,422)	(36,364)
Net income (loss)	$ (16,265)	$ (15,156)	$ (57,988)	$ (68,087)

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Accumulated Other Comprehensive Income (Loss) (Tables)

9 Months Ended

Sep. 30, 2013

Summary of Accumulated Other Comprehensive Income (Loss)

13. Accumulated Other Comprehensive Income (Loss)
The following is a summary of the accumulated other comprehensive income (loss) balances, net of taxes, as of and for the nine months ended September 30, 2013.
	Foreign				Accumulated
	Currency				Other
	Translation		Cash Flow		Comprehensive
	Adjustment		Hedge		Income (Loss)
Balance at January 1, 2013	$	(127)	$	(3,662)	$	(3,789)
Change associated with foreign currency translation		(65)		-		(65)
Change associated with current period hedging		-		576		576
Reclassification into earnings		-		1,935		1,935
Balance at September 30, 2013	$	(192)	$	(1,151)	$	(1,343)

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Business Combinations (Tables)

9 Months Ended

Sep. 30, 2013

Summary of Information Related To Acquisitions

			Goold		TC3
Total Consideration Fair Value at Acquisition Date:
	Cash paid at closing		$	19,391	$	61,351
	Contingent consideration			5,495		-
	Other			(5)		383
			$	24,881	$	61,734
Allocation of the Consideration Transferred:
	Cash		$	1,100	$	2,340
	Accounts receivable			3,435		2,662
	Deferred income tax assets			-		348
	Prepaid expenses and other current assets			647		155
	Property and equipment			7,655		10,414
	Identifiable intangible assets:
		Tradename		-		530
		Noncompetition agreements		490		1,300
		Customer relationships		5,170		18,810
		Backlog		440		-
	Goodwill			14,227		38,634
	Accounts payable			(541)		-
	Accrued expenses			(2,156)		(4,783)
	Deferred revenues			(101)		-
	Current maturities of long-term debt			(218)		-
	Deferred income tax liabilities			(5,267)		(8,592)
	Other long-term liabilities			-		(84)
	Total consideration transferred		$	24,881	$	61,734
Acquisition costs in sales, marketing, general and administrative expense:
	For the three months ended September 30, 2013		$	18	$	-
	For the three months ended September 30, 2012		$	-	$	-
	For the nine months ended September 30, 2013		$	280	$	-
	For the nine months ended September 30, 2012		$	-	$	513
			Goold		TC3
Other Information:
	Gross contractual accounts receivable		$	3,435	$	2,943
	Amount not expected to be collected		$	-	$	281
	Goodwill expected to be deductible for tax purposes		$	-	$	-
Contingent Consideration Information:
	Contingent consideration range			$0-15,000		N/A
	Measurement period			July 1, 2013 to September 30, 2014		N/A
	Type of measurement			Level 3		N/A
	Key assumptions at the acquisition date:
		Probability of winning new contracts		10%-50%		N/A
		Probability of retaining contracts that expire during the measurement period		90%		N/A
		Range of baseline revenue retention for existing customers		75%-125%		N/A
		Expected payment date		12/15/2014		N/A
		Discount rate		15.4%		N/A
	Increase (decrease) to net income:
		For the three months ended September 30, 2013	$	1,879	$	-
		For the nine months ended September 30, 2013	$	1,879	$	-

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Fair Value Measurements (Reconciliation Of The Fair Value Of The Liabilities That Use Significant Unobservable Inputs (Level 3)) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Balance at beginning of period	$ (5,887)	$ (402)	$ (296)	$ (501)
Adjustment of provisional amounts	223
Issuances of contingent consideration	0	0	(5,495)	0
Settlement of contingent consideration	105	58	232	157
Total changes included in other income	(1,879)	0	(1,879)	0
Balance at end of period	$ (7,438)	$ (344)	$ (7,438)	$ (344)

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Long-Term Debt (Narrative) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended					9 Months Ended					9 Months Ended							12 Months Ended	9 Months Ended			9 Months Ended			9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013 Senior Notes [Member]	Sep. 30, 2013 Senior Credit Facility [Member]	Sep. 30, 2013 Data Sublicense Agreement [Member]	Sep. 30, 2013 Eleven Percent Senior Notes Due December Thirty One Two Thousand And Nineteen [Member] Senior Notes [Member]	Sep. 30, 2013 Eleven Point Two Five Percent Senior Notes Due December Thirty One Two Thousand And Twenty [Member] Senior Notes [Member]	Sep. 30, 2013 Senior Secured Term Loan Due November Two Two Thousand And Eighteen [Member]	Sep. 30, 2013 Senior Secured Revolving Credit Facility Expiring November Two Two Thousand And Sixteen [Member]	Sep. 30, 2013 Two Thousand Eighteen [Member] Data Sublicense Agreement [Member]	Sep. 30, 2013 Maximum [Member]	Sep. 30, 2013 Maximum [Member] Senior Notes [Member]	Sep. 30, 2013 Maximum [Member] Senior Credit Facility [Member]	Sep. 30, 2013 Minimum [Member]	Sep. 30, 2013 Minimum [Member] Senior Notes [Member]	Sep. 30, 2013 Minimum [Member] Senior Credit Facility [Member]	Sep. 30, 2013 Revolving Credit Facility [Member]	Dec. 31, 2012 Revolving Credit Facility [Member]	Sep. 30, 2013 Same Day Advance Facility [Member]	Sep. 30, 2013 Letters Of Credit [Member]	Sep. 30, 2013 Senior Secured Term Loan Facility [Member]	Sep. 30, 2013 Term Loan Facility [Member]	Dec. 31, 2012 Term Loan Facility [Member]	Dec. 31, 2012 Term Loan Facility [Member] Previous Facility [Member]	Sep. 30, 2013 Term Loan Facility [Member] Additional Costs [Member]
Line Of Credit Facility [Line Items]
Accordion credit			$ 300,000
Net leverage ratio													4.00		5.35	1.00		1.00
Letters of credit																					30,000	50,000
Federal funds rate	0.50%		0.50%
Additional rate included in LIBOR determination			1.00%																					2.25%			1.25%
Additional term loans for general corporate purposes																							80,000
LIBOR plus rate, after amendment																			3.50%					3.75%	5.50%	5.25%
LIBOR plus rate, after second amendment																			2.50%					2.50%
Decrease in applicable margin rate																			3.25%	5.00%
LIBOR floor rate																								1.25%
Loss on extinguishment of debt	0	0	23,160	21,853
Other expenses related to fees paid to third parties			1,151	3,558
Commitment fees, percentage																			0.50%
Net cash proceeds of incurrence of debt, percentage						100.00%
Annual excess cash flow					50.00%
Reduction in annual excess cash flow															25.00%			0.00%
Net cash proceeds of asset sales and casualty and condemnation events						100.00%
Quarterly payment on original principal amount of loans																								0.25%
Long-term debt, due date								December 31, 2019	December 31, 2020	November 2, 2018	November 2, 2016
Capital stock of foreign restricted subsidiaries			65.00%
Principal amount redemption, percentage					35.00%									101.00%
Aggregate redemption price, percentage					100.00%												50.00%
Redemption period			180 days
Percentage of principal amount equal to purchase price of notes					100.00%
Payments due related to an asset acquired							38,000					65,000
Deferred Financing obligations recorded at the present value of the scheduled payments	$ 14,204		$ 14,204

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Goodwill And Intangible Assets (Narrative) (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Finite Lived Intangible Assets [Line Items]
Amortization expense	$ 78,140	$ 84,753

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Goodwill And Intangible Assets (Aggregate Future Amortization Expense For Intangible Assets) (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Finite Lived Intangible Assets [Line Items]
2013 (remainder)	$ 25,140
2014	100,560
2015	100,154
2016	99,567
2017	96,300
Thereafter	1,236,328
Intangible assets, net	$ 1,658,049	$ 1,730,089

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Long-Term Debt

9 Months Ended

Sep. 30, 2013

Long-Term Debt

6. Long-Term Debt

In November 2011, the Company entered into a credit agreement which was comprised of a senior secured term loan facility (the “Term Loan Facility”), a revolving credit facility (the “Revolving Facility”; together with the Term Loan Facility, the “Senior Credit Facilities”), 11%senior notes due 2019 (the “2019 Notes”) and 11.25%senior notes due 2020 (the “2020 Notes”; together with the 2019 Notes, the “Senior Notes”).

Long-term debt as of September 30, 2013 and December 31, 2012, consisted of the following:
			September 30,		December 31,
			2013		2012
Senior Credit Facilities
	$1,301 million Senior Secured Term Loan facility, due November 2, 2018, net of
		unamortized discount of $16,583 and $32,426 at September 30, 2013 and
		December 31, 2012, respectively (effective interest rate of 4.21%)	$	1,264,908	$	1,258,758
	$125 million Senior Secured Revolving Credit facility, expiring on November
		2, 2016 and bearing interest at a variable base rate plus a spread rate		-		-
Senior Notes
	$375 million 11% Senior Notes due December 31, 2019, net of unamortized
		discount of $7,883 and $8,506 at September 30, 2013 and December 31, 2012,
		respectively (effective interest rate of 11.53%)		367,117		366,494
	$375 million 11.25% Senior Notes due December 31, 2020, net of unamortized
		discount of $9,778 and $10,393 at September 30, 2013 and December 31, 2012,
		respectively (effective interest rate of 11.86%)		365,222		364,607
Obligation under data sublicense agreement				26,863		26,863
Other				14,194		287
Less current portion				(22,031)		(17,595)
Long-term debt			$	2,016,273	$	1,999,414

Senior Credit Facilities

The credit agreement governing the Senior Credit Facilities (the “Senior Credit Agreement”) provides that, subject to certain conditions, the Company may request additional tranches of term loans, increase commitments under the Revolving Facility or the Term Loan Facility or add one or more incremental revolving credit facility tranches (provided that the revolving credit commitments outstanding at any time have no more than three different maturity dates) in an aggregate amount not to exceed (a) $300,000 plus (b) an unlimited amount at any time, subject to compliance on a pro forma basis with a first lien net leverage ratio of no greater than 4.00:1.00. Availability of such additional tranches of term loans or revolving credit facilities and/or increased commitments is subject to, among other conditions, the absence of any default under the Senior Credit Agreement and the receipt of commitments by existing or additional financial institutions. Proceeds of the Revolving Facility, including up to $30,000 in the form of borrowings on same-day notice, referred to as swingline loans, and up to $50,000 in the form of letters of credits, are available to provide financing for working capital and general corporate purposes.

Borrowings under the Senior Credit Facilities bear interest at an annual rate equal to an applicable margin plus, at the Company's option, either (a) a base rate determined by reference to the highest of (i) the applicable prime rate, (ii) the federal funds rate plus 0.50% and (iii) a LIBOR rate determined by reference to the costs of funds for United States dollar deposits for an interest period of one month, adjusted for certain additional costs, plus 1.00%, which base rate, in the case of the Term Loan Facility only, shall be no less than 2.25%, or (b) a LIBOR rate determined by reference to the costs of funds for United States dollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, which, in the case of the Term Loan Facility only, shall be no less than 1.25%.

In April 2012, the Company amended the Senior Credit Agreement to reprice the Senior Credit Facilities and borrow $80,000of additional term loans. Following this amendment, the LIBOR-based interest rate on the Term Loan Facility was LIBOR plus 3.75%, compared to the previous interest rate of LIBOR plus 5.50%. The new LIBOR-based interest rate on the Revolving Facility was LIBOR plus 3.50% (with a potential step-down to LIBOR plus 3.25% based on the Company's first lien net leverage ratio), compared to the previous interest rate of LIBOR plus 5.25% (with a potential step-down to LIBOR plus 5.00% based on the Company's first lien net leverage ratio).

In April 2013, the Company again amended the Senior Credit Agreement to further reprice, and also to modify certain financial covenants under, the Senior Credit Facilities. Following this amendment, the interest rate on the Term Loan Facility is LIBOR plus 2.50%, compared to the previous interest rate of LIBOR plus 3.75%. The new interest rate on the Revolving Facility is LIBOR plus 2.50%, compared to the previous interest rate of LIBOR plus 3.50% (or 3.25% based on a specified first lien net leverage ratio). The Term Loan Facility remains subject to a LIBOR floor of 1.25%, and there continues to be no LIBOR floor on the Revolving Facility. In connection with the April 2013 repricing, the Senior Credit Agreement also was amended to, among other things, eliminate the financial covenant related to the consolidated cash interest coverage ratio and modify the financial covenant related to the net leverage test by maintaining the required first lien net leverage ratio at its current level of 5.35 to 1.00 for the remaining term of the Senior Credit Facilities.

These amendments to the Senior Credit Agreement resulted in a loss on extinguishment of debt of $23,160 and $21,853 and other expenses related to fees paid to third parties of $1,151 and $3,558, for the nine months ended September 30,2013 and 2012, respectively, which have been reflected within sales, marketing, general and administrative expense in the accompanying consolidated statements of operations.

In addition to paying interest on outstanding principal under the Senior Credit Facilities, the Company is required to pay customary agency fees, letter of credit fees and a 0.50% commitment fee in respect of the unutilized commitments under the Revolving Facility.

The Senior Credit Agreement requires that the Company prepay outstanding loans under the Term Loan Facility, subject to certain exceptions, with (a) 100% of the net cash proceeds of any incurrence of debt other than debt permitted under the Senior Credit Agreement, (b) commencing with the fiscal year ended December 31, 2012, 50% (which percentage will be reduced to 25% and 0% based on the Company's first lien net leverage ratio) of the Company's annual excess cash flow and (c) 100% of the net cash proceeds of certain asset sales and casualty and condemnation events, subject to reinvestment rights and certain other exceptions.

The Company generally may voluntarily prepay outstanding loans under the Senior Credit Facilities at any time without premium or penalty other than breakage costs with respect to LIBOR loans; provided, however, the Company may be subject to a prepayment premium of 1.00% of the aggregate principal amount of the loans so prepaid based on the timing of certain repricing transactions.

The Company is required to make quarterly payments equal to 0.25% of the aggregateprincipal amount of the loans under the Term Loan Facility, with the balance due and payable on November 2, 2018. Any principal amount outstanding under the Revolving Facility is due and payable on November 2, 2016.

Certain of the Company's United States wholly-owned restricted subsidiaries, together with the Company, are co-borrowers and jointly and severally liable for all obligations under the Senior Credit Facilities. Such obligations of the co-borrowers are unconditionally guaranteed by Beagle Intermediate Holdings, Inc. (a direct wholly-owned subsidiary of Parent), the Company and each of its existing and future United States wholly-owned restricted subsidiaries (with certain exceptions including immaterial subsidiaries). These obligations are secured by a perfected security interest in substantially all of the assets of the co-borrowers and guarantors now owned or later acquired, including a pledge of all of the capital stock of the Company and its United States wholly-owned restricted subsidiaries and 65% of the capital stock of its foreign restricted subsidiaries, subject in each case to the exclusion of certain assets and additional exceptions.

The Senior Credit Agreement requires the Company to comply with a maximum first lien net leverage ratio financial maintenance covenant, to be tested on the last day of each fiscal quarter.A breach of the first lien net leverage ratiocovenant is subject to certain equity cure rights. In addition, the Senior Credit Facilities contain a number of negative covenants that, among other things and subject to certain exceptions, restrict the Company's ability and the ability of its subsidiaries to:

• incur additional indebtedness or guarantees;
• incur liens;
• make investments, loans and acquisitions;
• consolidate or merge;
• sell assets, including capital stock of subsidiaries;
• pay dividends on capital stock or redeem, repurchase or retire capital stock of the Company or any restricted subsidiary;
• alter the business of the Company;
• amend, prepay, redeem or purchase subordinated debt;
• engage in transactions with affiliates; and
• enter into agreements limiting dividends and distributions of certain subsidiaries.

The Senior Credit Agreement also contains certain customary representations and warranties, affirmative covenants and provisions relating to events of default (including upon change of control).

Senior Notes

The 2019 Notes bear interest at an annual rate of 11.00% with interest payable semi-annually on June 30 and December 31 of each year. The 2019 Notes mature on December 31, 2019. The 2020 Notes bear interest at an annual rate of 11.25% with interest payable quarterly on March 31, June 30, September 30 and December 31 of each year. The 2020 Notes mature on December 31, 2020.

The Company may redeem the 2019 Notes, the 2020 Notes or both, in whole or in part, at any time on or after December 31, 2015 at the applicable redemption price, plus accrued and unpaid interest. In addition, at any time prior to December 31, 2014, the Company may, at its option and on one or more occasions, redeem up to 35% of the aggregate principal amount of the 2019 Notes or the 2020 Notes, at a redemption price equal to 100% of the aggregate principal amount, plus a premium equal to the stated interest rate on the 2019 Notes or the 2020 Notes, respectively, plus accrued and unpaid interest with the net cash proceeds of certain equity offerings; provided that at least 50% of the sum of the aggregate principal amount of the 2019 Notes or 2020 Notes, respectively, originally issued (including any additional notes) remain outstanding immediately after such redemption and the redemption occurs within 180 days of the equity offering. At any time prior to December 31, 2015, the Company may redeem the 2019 Notes, the 2020 Notes or both, in whole or in part, at its option and on one or more occasions, at a redemption price equal to 100% of the principal amount, plus an applicable premium and accrued and unpaid interest.If the Company experiences specific kinds of changes in control, it must offer to purchase the Senior Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest.

The Senior Notes are senior unsecured obligations and rank equally in right of payment with all of the Company's existing and future indebtedness and senior in right of payment to all of its existing and future subordinated indebtedness. The Company's obligations under the Senior Notes are guaranteed on a senior basis by all of its existing and subsequently acquired or organized wholly-owned United States restricted subsidiaries that guarantee the Senior Credit Facilities or its other indebtedness or indebtedness of any affiliate guarantor. The Senior Notes and the related guarantees are effectively subordinated to the Company's existing and future secured obligations and that of its affiliate guarantors to the extent of the value of the collateral securing such obligations, and are structurally subordinated to all existing and future indebtedness and other liabilities of any of the Company's subsidiaries that do not guarantee the Senior Notes.

The indentures governing the Senior Notes (the “Indentures”) contain customary covenants that restrict the ability of the Company and its restricted subsidiaries to:

• pay dividends on capital stock or redeem, repurchase or retire capital stock;
• incur additional indebtedness or issue certain capital stock;
• incur certain liens;
• make investments, loans, advances and acquisitions;
• consolidate, merge or transfer all or substantially all of their assets and the assets of their subsidiaries;
• prepay subordinated debt;
• engage in certain transactions with affiliates; and
• enter into agreements restricting the subsidiaries' ability to pay dividends.

The Indentures also contain certain customary affirmative covenants and events of default.

Obligation Under Data Sublicense Agreement

 In October 2009 and April 2010, the Company acquired certain additional rights to specified uses of its data from the former owner of the Company's business, in order to broaden the Company's ability to pursue business intelligence and data analytics solutions for payers and providers. The Company previously licensed exclusive rights to this data to the former owner of the Company's business. In connection with these data rights acquisitions, the Company recorded amortizable intangible assets and corresponding obligations at inception based on the present value of the scheduled annual payments through 2018, which totaled $65,000 in the aggregate (approximately $38,000remained payable at September 30, 2013). In connection with the Merger, the Company was required to adjust this obligation to its fair value.

Other

During the nine months endedSeptember 30, 2013, the Company entered into deferred financing arrangements with certain vendors. The obligations were recorded at the present value of the scheduled payments. Such future payments totaled$14,204 at September 30, 2013.

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Supplemental Condensed Consolidating Financial Information (Tables)

9 Months Ended

Sep. 30, 2013

Sep. 30, 2012

Condensed Consolidating Balance Sheet

Condensed Consolidating Balance Sheet
			As of September 30, 2013
					Guarantor		Consolidating
			Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
ASSETS
Current assets:
	Cash and cash equivalents		$	722	$	60,841	$	-	$	61,563
	Accounts receivable, net of allowance for
		doubtful accounts		-		209,039		-		209,039
	Deferred income tax assets			-		5,578		-		5,578
	Prepaid expenses and other current assets			2,948		26,391		-		29,339
Total current assets				3,670		301,849		-		305,519
Property and equipment, net				-		279,195		-		279,195
Due from affiliates				-		64,856		(64,856)		-
Investment in consolidated subsidiaries				1,795,024		-		(1,795,024)		-
Goodwill				-		1,502,361		-		1,502,361
Intangible assets, net				144,750		1,513,299		-		1,658,049
Other assets, net				50,853		14,750		(46,065)		19,538
Total assets			$	1,994,297	$	3,676,310	$	(1,905,945)	$	3,764,662
LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable		$	-	$	8,495	$	-	$	8,495
	Accrued expenses			18,769		99,645		-		118,414
	Deferred revenues			-		10,222		-		10,222
	Current portion of long-term debt			4,597		17,434		-		22,031
Total current liabilities				23,366		135,796		-		159,162
Due to affiliates				64,856		-		(64,856)		-
Long-term debt, excluding current portion				780,382		1,235,361		-		2,015,743
Deferred income tax liabilities				-		493,282		(46,065)		447,217
Tax receivable agreement obligations to related parties				143,697		-		-		143,697
Other long-term liabilities				-		16,847		-		16,847
Commitments and contingencies
Equity				981,996		1,795,024		(1,795,024)		981,996
Total liabilities and equity			$	1,994,297	$	3,676,310	$	(1,905,945)	$	3,764,662

Condensed Consolidating Balance Sheet
			As of December 31, 2012
					Guarantor		Consolidating
			Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
ASSETS
Current assets:
	Cash and cash equivalents		$	754	$	31,009	$	-	$	31,763
	Accounts receivable, net of allowance for
		doubtful accounts		-		190,021		-		190,021
	Deferred income tax assets			-		4,184		-		4,184
	Prepaid expenses and other current assets			2,059		26,101		-		28,160
Total current assets				2,813		251,315		-		254,128
Property and equipment, net				3		264,849		-		264,852
Due from affiliates				-		62,933		(62,933)		-
Investment in consolidated subsidiaries				1,839,748		-		(1,839,748)		-
Goodwill				-		1,488,134		-		1,488,134
Intangible assets, net				151,500		1,578,589		-		1,730,089
Other assets, net				18,539		22,275		(11,120)		29,694
Total assets			$	2,012,603	$	3,668,095	$	(1,913,801)	$	3,766,897
LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable		$	-	$	6,223	$	-	$	6,223
	Accrued expenses			5,845		95,960		-		101,805
	Deferred revenues			-		9,342		-		9,342
	Current portion of long-term debt			4,600		12,995		-		17,595
Total current liabilities				10,445		124,520		-		134,965
Due to affiliates				62,933		-		(62,933)		-
Long-term debt, excluding current portion				778,813		1,220,601		-		1,999,414
Deferred income tax liabilities				-		478,041		(11,120)		466,921
Tax receivable agreement obligations to related parties				125,003		-		-		125,003
Other long-term liabilities				3,258		5,185		-		8,443
Commitments and contingencies
Equity				1,032,151		1,839,748		(1,839,748)		1,032,151
Total liabilities and equity			$	2,012,603	$	3,668,095	$	(1,913,801)	$	3,766,897

Condensed Consolidating Statement of Operations

Condensed Consolidating Statement of Operations
		Three Months Ended September 30, 2013
				Guarantor		Consolidating
		Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
Revenue		$	-	$	323,906	$	-	$	323,906
Costs and expenses:
	Cost of operations (exclusive of depreciation
	and amortization below)		-		197,378		-		197,378
	Development and engineering		-		7,896		-		7,896
	Sales, marketing, general and administrative		1,997		42,527		-		44,524
	Depreciation and amortization		2,251		44,930		-		47,181
	Accretion		7,112		-		-		7,112
Operating income (loss)			(11,360)		31,175		-		19,815
Equity in earnings of consolidated
	subsidiaries		(3,766)		-		3,766		-
Interest expense, net			23,579		13,421		-		37,000
Other			(2,925)		1,879		-		(1,046)
Income (loss) before income tax provision (benefit)			(28,248)		15,875		(3,766)		(16,139)
Income tax provision (benefit)			(11,983)		12,109		-		126
Net income (loss)		$	(16,265)	$	3,766	$	(3,766)	$	(16,265)

Condensed Consolidating Statement of Operations
		Three Months Ended September 30, 2012
				Guarantor		Consolidating
		Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
Revenue		$	-	$	297,075	$	-	$	297,075
Costs and expenses:
	Cost of operations (exclusive of depreciation
	and amortization below)		-		181,818		-		181,818
	Development and engineering		-		8,644		-		8,644
	Sales, marketing, general and administrative		2,606		35,028		-		37,634
	Depreciation and amortization		2,251		46,321		-		48,572
	Accretion		2,758		-		-		2,758
Operating income (loss)			(7,615)		25,264		-		17,649
Equity in earnings of consolidated
	subsidiaries		(5,937)		-		5,937		-
Interest expense, net			23,673		18,225		-		41,898
Income (loss) before income tax provision (benefit)			(25,351)		7,039		(5,937)		(24,249)
Income tax provision (benefit)			(10,195)		1,102		-		(9,093)
Net income (loss)		$	(15,156)	$	5,937	$	(5,937)	$	(15,156)

Condensed Consolidating Statement of Operations
		Nine Months Ended September 30, 2013
				Guarantor		Consolidating
		Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
Revenue		$	-	$	941,093	$	-	$	941,093
Costs and expenses:
	Cost of operations (exclusive of depreciation
	and amortization below)		-		580,501		-		580,501
	Development and engineering		-		23,263		-		23,263
	Sales, marketing, general and administrative		7,023		119,557		-		126,580
	Depreciation and amortization		6,753		131,190		-		137,943
	Accretion		18,712		-		-		18,712
Operating income (loss)			(32,488)		86,582		-		54,094
Equity in earnings of consolidated
	subsidiaries		(6,216)		-		6,216		-
Interest expense, net			70,621		45,769		-		116,390
Loss on extinguishment of debt			485		22,675		-		23,160
Other			(2,925)		1,879		-		(1,046)
Income (loss) before income tax provision (benefit)			(94,453)		16,259		(6,216)		(84,410)
Income tax provision (benefit)			(36,465)		10,043		-		(26,422)
Net income (loss)		$	(57,988)	$	6,216	$	(6,216)	$	(57,988)

Condensed Consolidating Statement of Operations
		Nine Months Ended September 30, 2012
				Guarantor		Consolidating
		Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
Revenue		$	-	$	877,577	$	-	$	877,577
Costs and expenses:
	Cost of operations (exclusive of depreciation
	and amortization below)		-		534,463		-		534,463
	Development and engineering		-		26,320		-		26,320
	Sales, marketing, general and administrative		7,261		106,134		-		113,395
	Depreciation and amortization		6,753		133,601		-		140,354
	Accretion		15,104		-		-		15,104
Operating income (loss)			(29,118)		77,059		-		47,941
Equity in earnings of consolidated
	subsidiaries		1,807		-		(1,807)		-
Interest expense, net			70,524		60,015		-		130,539
Loss on extinguishment of debt			495		21,358		-		21,853
Income (loss) before income tax provision (benefit)			(101,944)		(4,314)		1,807		(104,451)
Income tax provision (benefit)			(33,857)		(2,507)		-		(36,364)
Net income (loss)		$	(68,087)	$	(1,807)	$	1,807	$	(68,087)

Condensed Consolidating Statement of Comprehensive Income (Loss)

Condensed Consolidating Statement of Comprehensive Income (Loss)
			Three Months Ended September 30, 2013
						Guarantor		Consolidating
				Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
Net income (loss)			$	(16,265)	$	3,766	$	(3,766)	$	(16,265)
Other comprehensive income (loss):
	Changes in fair value of interest rate swap,
		net of taxes		(1,064)		-		-		(1,064)
	Foreign currency translation adjustment			-		35		-		35
	Equity in other comprehensive earnings			35		-		(35)		-
Other comprehensive income (loss)				(1,029)		35		(35)		(1,029)
Total comprehensive income (loss)			$	(17,294)	$	3,801	$	(3,801)	$	(17,294)

Condensed Consolidating Statement of Comprehensive Income (Loss)
		Three Months Ended September 30, 2012
				Guarantor		Consolidating
		Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
Net income (loss)		$	(15,156)	$	5,937	$	(5,937)	$	(15,156)
Other comprehensive income (loss):
	Changes in fair value of interest rate swap, net of taxes		(1,487)		-		-		(1,487)
	Foreign currency translation adjustment		-		(126)		-		(126)
	Equity in other comprehensive earnings		(126)		-		126		-
Other comprehensive income (loss)			(1,613)		(126)		126		(1,613)
Total comprehensive income (loss)		$	(16,769)	$	5,811	$	(5,811)	$	(16,769)

Condensed Consolidating Statement of Comprehensive Income (Loss)
			Nine Months Ended September 30, 2013
						Guarantor		Consolidating
				Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
Net income (loss)			$	(57,988)	$	6,216	$	(6,216)	$	(57,988)
Other comprehensive income (loss):
	Changes in fair value of interest rate swap,
		net of taxes		2,511		-		-		2,511
	Foreign currency translation adjustment			-		(65)		-		(65)
	Equity in other comprehensive earnings			(65)		-		65		-
Other comprehensive income (loss)				2,446		(65)		65		2,446
Total comprehensive income (loss)			$	(55,542)	$	6,151	$	(6,151)	$	(55,542)

Condensed Consolidating Statement of Comprehensive Income (Loss)
			Nine Months Ended September 30, 2012
					Guarantor		Consolidating
			Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
Net income (loss)			$	(68,087)	$	(1,807)	$	1,807	$	(68,087)
Other comprehensive income (loss):
	Changes in fair value of interest rate swap,
		net of taxes		(3,821)		-		-		(3,821)
	Foreign currency translation adjustment			-		107		-		107
	Equity in other comprehensive earnings			107		-		(107)		-
Other comprehensive income (loss)				(3,714)		107		(107)		(3,714)
Total comprehensive income (loss)			$	(71,801)	$	(1,700)	$	1,700	$	(71,801)

Condensed Consolidating Statement of Cash Flows

Condensed Consolidating Statement of Cash Flows
			Nine Months Ended September 30, 2013
					Guarantor		Consolidating
			Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
Operating activities
	Net income (loss)		$	(57,988)	$	6,216	$	(6,216)	$	(57,988)
	Adjustments to reconcile net income (loss) to net cash
		provided by (used in) operating activities:
		Depreciation and amortization		6,753		131,190		-		137,943
		Accretion expense		18,712		-		-		18,712
		Equity compensation expense		178		5,459		-		5,637
		Deferred income tax benefit		(33,425)		5,541		-		(27,884)
		Amortization of debt discount and issuance costs		1,865		4,720		-		6,585
		Equity in earnings of consolidated subsidiaries		(6,216)		-		6,216		-
		Change in contingent consideration		-		1,879		-		1,879
		Gain on sale of cost method investment		(2,925)		-		-		(2,925)
		Loss on extinguishment of debt		478		22,350		-		22,828
		Other		(819)		1,887		-		1,068
	Changes in operating assets and liabilities:
		Accounts receivable		-		(15,582)		-		(15,582)
		Prepaid expenses and other		(4,732)		2,928		-		(1,804)
		Accounts payable		-		685		-		685
		Accrued expenses, deferred revenue, and other liabilities		14,509		6,476		-		20,985
		Tax receivable agreement obligations to related parties		(103)		-		-		(103)
		Due to/from affiliates		1,923		(1,923)		-		-
Net cash provided by (used in) operating activities				(61,790)		171,826		-		110,036
Investing activities
	Purchases of property and equipment			-		(52,806)		-		(52,806)
	Payments for acquisitions, net of cash acquired			-		(18,291)		-		(18,291)
	Proceeds from sale of cost method investment			5,820		-				5,820
	Investment in subsidiaries, net			56,149		-		(56,149)		-
Net cash provided by (used in) investing activities				61,969		(71,097)		(56,149)		(65,277)
Financing activities
	Distributions to Emdeon Inc., net			-		(56,149)		56,149		-
	Debt principal payments			(211)		(9,481)		-		(9,692)
	Payment of loan costs			-		(2,178)		-		(2,178)
	Repayment of deferred financing arrangements			-		(2,103)		-		(2,103)
	Repurchase of Parent common stock			-		(250)		-		(250)
	Other			-		(736)		-		(736)
Net cash provided by (used in) financing activities				(211)		(70,897)		56,149		(14,959)
Net increase in cash and cash equivalents				(32)		29,832		-		29,800
Cash and cash equivalents at beginning of period				754		31,009		-		31,763
Cash and cash equivalents at end of period			$	722	$	60,841	$	-	$	61,563

Condensed Consolidating Statement of Cash Flows
			Nine Months Ended September 30, 2012
					Guarantor		Consolidating
			Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
Operating activities
	Net income (loss)		$	(68,087)	$	(1,807)	$	1,807	$	(68,087)
	Adjustments to reconcile net income (loss) to net cash
		provided by (used in) operating activities:
		Depreciation and amortization		6,753		133,601		-		140,354
		Accretion expense		15,104		-		-		15,104
		Equity compensation expense		7		3,962		-		3,969
		Deferred income tax benefit		(33,857)		(3,512)		-		(37,369)
		Amortization of debt discount and issuance costs		1,674		5,939		-		7,613
		Equity in earnings of consolidated subsidiaries		1,807		-		(1,807)		-
		Loss on extinguishment of debt		419		17,874		-		18,293
		Other		-		1,927		-		1,927
	Changes in operating assets and liabilities:
		Accounts receivable		-		(5,547)		-		(5,547)
		Prepaid expenses and other		(31)		(3,655)		-		(3,686)
		Accounts payable		-		5,153		-		5,153
		Accrued expenses, deferred revenue, and other liabilities		13,375		(21,819)		-		(8,444)
		Tax receivable agreement obligations to related parties		(114)		-		-		(114)
		Due to/from affiliates		4,333		(4,333)		-		-
Net cash provided by (used in) operating activities				(58,617)		127,783		-		69,166
Investing activities
	Purchases of property and equipment			-		(40,949)		-		(40,949)
	Payments for acquisitions, net of cash acquired			-		(59,011)		-		(59,011)
	Investment in subsidiaries, net			69,758		-		(69,758)		-
Net cash provided by (used in) investing activities				69,758		(99,960)		(69,758)		(99,960)
Financing activities
	Distributions to Emdeon Inc., net			-		(69,758)		69,758		-
	Proceeds from Term Loan Facility			(207)		70,558		-		70,351
	Debt principal payments			(209)		(9,356)		-		(9,565)
	Payments on Revolving Facility			-		(15,000)		-		(15,000)
	Payment of loan costs			(34)		(2,026)		-		(2,060)
	Repurchase of Parent common stock			-		(317)		-		(317)
	Other			-		(203)		-		(203)
Net cash provided by (used in) financing activities				(450)		(26,102)		69,758		43,206
Net increase (decrease) in cash and cash equivalents				10,691		1,721		-		12,412
Cash and cash equivalents at beginning of period				572		37,353		-		37,925
Cash and cash equivalents at end of period			$	11,263	$	39,074	$	-	$	50,337

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Interest Rate Swap (Effect Of Derivative Instrument On The Accompanying Consolidated Statements Of Operations) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Derivatives in Cash Flow Hedging Relationships
Gain (loss) related to effective portion of derivative recognized in other comprehensive loss	$ (2,305)	$ 3,012	$ 2,096	$ 7,795
Loss related to effective portion of derivative reclassified from accumulated other comprehensive loss to interest expense	$ (652)	$ (652)	$ (1,935)	$ (1,722)

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Legal Proceedings

9 Months Ended

Sep. 30, 2013

Legal Proceedings

9.Legal Proceedings

In the normal course of business, the Company is subject to claims, lawsuits and legal proceedings. While it is not possible to ascertain the ultimate outcome of such matters, in management's opinion, the liabilities, if any, in excess of amounts provided or covered by insurance, are not expected to have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity.

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Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2013

Goodwill and Intangible Assets

5. Goodwill and Intangible Assets
	Goodwill activity during the nine months ended September 30, 2013 was as follows:
		Payer			Ambulatory Provider		Provider Revenue Cycle Solutions		Pharmacy		Total
	Balance at December 31, 2012	$	712,585		$	289,812	$	315,054	$	170,683	$	1,488,134
	Acquisitions		-			-		-		14,227		14,227
	Balance at September 30, 2013	$	712,585		$	289,812	$	315,054	$	184,910	$	1,502,361
	Intangible assets subject to amortization as of September 30, 2013 consisted of the following:
				Weighted			Gross
				Average			Carrying		Accumulated
				Remaining Life			Amount		Amortization		Net
	Customer relationships			17.6			$	1,646,980	$	(159,879)	$	1,487,101
	Trade names			17.7				156,530		(15,200)		141,330
	Non-compete agreements			2.9				13,290		(5,047)		8,243
	Data sublicense agreement			4.0				31,000		(10,038)		20,962
	Backlog			3.8				440		(27)		413
	Total						$	1,848,240	$	(190,191)	$	1,658,049
	Amortization expense was $78,140 and $84,753 for the nine months ended September 30, 2013 and 2012, respectively.
	Aggregate future amortization expense for intangible assets is estimated to be:
	2013 (remainder)										$	25,140
	2014											100,560
	2015											100,154
	2016											99,567
	2017											96,300
	Thereafter											1,236,328
											$	1,658,049

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Operating activities
Net income (loss)	$ (57,988)	$ (68,087)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	137,943	140,354
Accretion	18,712	15,104
Equity compensation	5,637	3,969
Deferred income tax expense (benefit)	(27,884)	(37,369)
Amortization of debt discount and issuance costs	6,585	7,613
Change in contingent consideration	1,879
Gain on sale of cost method investment	(2,925)
Loss on extinguishment of debt	22,828	18,293
Other	1,068	1,927
Changes in operating assets and liabilities:
Accounts receivable	(15,582)	(5,547)
Prepaid expenses and other	(1,804)	(3,686)
Accounts payable	685	5,153
Accrued expenses, deferred revenue and other liabilities	20,985	(8,444)
Tax receivable agreement obligations to related parties	(103)	(114)
Net cash provided by (used in) operating activities	110,036	69,166
Investing activities
Purchases of property and equipment	(52,806)	(40,949)
Payments for acquisitions, net of cash acquired	(18,291)	(59,011)
Proceeds from sale of cost method investment	5,820
Net cash provided by (used in) investing activities	(65,277)	(99,960)
Financing activities
Proceeds from Term Loan Facility	0	70,351
Debt principal payments	(9,692)	(9,565)
Payments on Revolving Facility	0	(15,000)
Payment of loan costs	(2,178)	(2,060)
Repayment of deferred financing arrangements	(2,103)	0
Repurchase of Parent common stock	(250)	317
Other	(736)	(203)
Net cash provided by (used in) financing activities	(14,959)	43,206
Net increase (decrease) in cash and cash equivalents	29,800	12,412
Cash and cash equivalents at beginning of period	31,763	37,925
Cash and cash equivalents at end of period	$ 61,563	$ 50,337

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Supplemental Condensed Consolidating Financial Information (Condensed Consolidating Statement Of Comprehensive Income (Loss)) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Comprehensive Income Loss [Line Items]
Net income (loss)	$ (16,265)	$ (15,156)	$ (57,988)	$ (68,087)
Other comprehensive income (loss):
Changes in fair value of interest rate swap, net of taxes	1,064	1,487	(2,511)	3,821
Foreign currency translation adjustment	35	(126)	(65)	107
Other comprehensive income (loss)	(1,029)	(1,613)	2,446	(3,714)
Total comprehensive income (loss)	(17,294)	(16,769)	(55,542)	(71,801)
Emdeon Inc. [Member]
Comprehensive Income Loss [Line Items]
Net income (loss)	(16,265)	(15,156)	(57,988)	(68,087)
Other comprehensive income (loss):
Other comprehensive income amortization net of taxes		(1,487)		(3,821)
Changes in fair value of interest rate swap, net of taxes	1,064		(2,511)
Foreign currency translation adjustment	0	0	0	0
Equity in other comprehensive earnings	35	(126)	(65)	107
Other comprehensive income (loss)	(1,029)	(1,613)	2,446	(3,714)
Total comprehensive income (loss)	(17,294)	(16,769)	(55,542)	(71,801)
Guarantor Subsidiaries [Member]
Comprehensive Income Loss [Line Items]
Net income (loss)	3,766	5,937	6,216	(1,807)
Other comprehensive income (loss):
Other comprehensive income amortization net of taxes		0		0
Changes in fair value of interest rate swap, net of taxes	0		0
Foreign currency translation adjustment	35	(126)	(65)	107
Equity in other comprehensive earnings	0	0	0	0
Other comprehensive income (loss)	35	(126)	(65)	107
Total comprehensive income (loss)	3,801	5,811	6,151	(1,700)
Consolidating Adjustments [Member]
Comprehensive Income Loss [Line Items]
Net income (loss)	(3,766)	(5,937)	(6,216)	1,807
Other comprehensive income (loss):
Other comprehensive income amortization net of taxes		0		0
Changes in fair value of interest rate swap, net of taxes			0
Foreign currency translation adjustment		0	0	0
Equity in other comprehensive earnings	(35)	126	65	(107)
Other comprehensive income (loss)	(35)	126	65	(107)
Total comprehensive income (loss)	(3,801)	(5,811)	(6,151)	1,700
Consolidated [Member]
Comprehensive Income Loss [Line Items]
Net income (loss)	(16,265)	(15,156)	(57,988)	(68,087)
Other comprehensive income (loss):
Other comprehensive income amortization net of taxes		(1,487)
Changes in fair value of interest rate swap, net of taxes	1,064		(2,511)	3,821
Foreign currency translation adjustment	35	(126)	(65)	107
Equity in other comprehensive earnings	0	0	0	0
Other comprehensive income (loss)	(1,029)	(1,613)	2,446	(3,714)
Total comprehensive income (loss)	$ (17,294)	$ (16,769)	$ (55,542)	$ (71,801)

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Tax Receivable Agreement Obligations To Related Parties (Narrative) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Related Party Transaction [Line Items]
Percentage of cash savings			85.00%
Retained ratio of tax savings			15.00%
Cumulative payments under tax receivable agreement			$ 361,425
Initial fair value of tax receivable agreement	144,751		144,751
Accretion expense	7,112	2,758	18,712	15,104
Change in estimate effect on pretax income/loss	$ 6,105		$ 6,105

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Goodwill And Intangible Assets (Goodwill Activity) (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended							9 Months Ended
	Sep. 30, 2013	Sep. 30, 2013 Payer [Member]	Dec. 31, 2012 Payer [Member]	Sep. 30, 2013 Ambulatory Provider [Member]	Dec. 31, 2012 Ambulatory Provider [Member]	Sep. 30, 2013 Provider Revenue Cycle Solutions [Member]	Dec. 31, 2012 Provider Revenue Cycle Solutions [Member]	Sep. 30, 2013 Pharmacy [Member]
Goodwill [Line Items]
Beginning balance	$ 1,488,134	$ 712,585	$ 712,585	$ 289,812	$ 289,812	$ 315,054	$ 315,054	$ 170,683
Acquisitions	14,227							14,227
Ending balance	$ 1,502,361	$ 712,585	$ 712,585	$ 289,812	$ 289,812	$ 315,054	$ 315,054	$ 184,910

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Segment Reporting

9 Months Ended

Sep. 30, 2013

Segment Reporting

12. Segment Reporting

Effective January 1, 2013, the Company completed an internal reorganization of its reporting structure which resulted in a change in the composition of its operating segments. Additionally, the Company periodically makes other changes to the composition of its operating segments. Prior period segment information is restated to reflect the organizational structure and any other changes made.

Management views the Company's operating results in fouroperating segments: (a) payer services, (b) provider revenue cycle solutions, (c) ambulatory provider services and (d) pharmacy services. Listed below are the results of operations for each of the operating segments. This information is reflected in the manner utilized by management to make operating decisions, assess performance and allocate resources. Segment assets are not presented to management for purposes of operational decision making, and therefore are not included in the accompanying tables. The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies in the notes to the Company's audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2012 as filed with the SEC.

Payer Services Segment

The payer services segment provides payment cycle solutions to healthcare payersthatsimplify the administration of healthcare related to insurance eligibility and benefit verification, claims management, payment integrity and payment distribution. Additionally, the payer services segment provides consulting services primarily to healthcare payers.

Provider Revenue Cycle Solutions Segment

The provider revenue cycle solutions segment provides revenue cycle management solutions, government program eligibility and enrollment services and revenue optimization solutionsprimarily to hospitals and large physician practices that simplify providers' revenue cycle and workflow, reduce related costs and improve cash flow.

Ambulatory Provider Services Segment

The ambulatory provider services segment provides,both directly and through the Company's channel partners, revenue cycle management solutions and patient billing and payment servicesprimarily to small physician practices, dentists, labs and other healthcare providers that simplify providers' revenue cycle and workflow, reduce related costs and improve cash flow.

Pharmacy Services Segment

The pharmacy services segment provides electronic prescribing services and other electronic solutions to pharmacies, pharmacy benefit management companies, government agencies and other payers related to prescription benefit claim filing, adjudication and management.

Other

Inter-segment revenue and expenses primarily represent claims management and patient billing and payment services provided between segments.

Corporate and eliminations includes management, administrative and other shared corporate services functions such as information technology, legal, finance, human resources, marketing and product management,as well as eliminations to remove inter-segment revenue and expenses. These administrative and other shared services costs are excluded from the adjusted EBITDA measure for each respective operatingsegment.

The revenue and adjusted EBITDA for the operating segments are as follows:

			Three Months Ended September 30, 2013
			Payer		Ambulatory Provider		Provider Revenue Cycle Solutions		Pharmacy		Corporate and Eliminations		Consolidated
Revenue from external customers:
	Claims management	$	77,092	$	-	$	-	$	-	$	-	$	77,092
	Payment distribution services		64,245		-		-		-		-		64,245
	Patient billing and payment
	services		-		63,264		-		-		-		63,264
	Physician services		-		19,467		-		-		-		19,467
	Dental		-		8,080		-		-		-		8,080
	Revenue cycle technology		-		-		30,222		-		-		30,222
	Revenue cycle services		-		-		31,172		-		-		31,172
	Pharmacy		-		-		-		30,364		-		30,364
	Inter-segment revenue		1,272		-		353		77		(1,702)		-
Net revenue		$	142,609	$	90,811	$	61,747	$	30,441	$	(1,702)	$	323,906
Income (loss) before income taxes												$	(16,139)
Interest expense													37,000
Depreciation and amortization													47,181
EBITDA													68,042
	Equity compensation												2,089
	Acquisition accounting
	adjustments												251
	Acquisition-related costs												1,198
	Transaction-related costs and
	advisory fees												1,500
	Strategic initiatives, duplicative
	and transition costs												1,888
	Severance and retention costs												3,507
	Accretion expense												7,112
	(Gain) loss on disposal of assets												(2,900)
	Contingent consideration												1,879
	Other												682
	EBITDA Adjustments												17,206
Adjusted EBITDA		$	59,145	$	23,443	$	25,282	$	13,179	$	(35,801)	$	85,248
Capital Expenditures		$	2,993	$	2,473	$	2,828	$	649	$	10,617	$	19,560

			Three Months Ended September 30, 2012
			Payer		Ambulatory Provider		Provider Revenue Cycle Solutions		Pharmacy		Corporate and Eliminations		Consolidated
Revenue from external customers:
	Claims management	$	64,557	$	-	$	-	$	-	$	-	$	64,557
	Payment distribution services		63,330		-		-		-		-		63,330
	Patient billing and payment
	services		-		63,817		-		-		-		63,817
	Physician services		-		18,279		-		-		-		18,279
	Dental		-		7,828		-		-		-		7,828
	Revenue cycle technology		-		-		27,096		-		-		27,096
	Revenue cycle services		-		-		28,665		-		-		28,665
	Pharmacy		-		-		-		23,503		-		23,503
	Inter-segment revenue		1,211		-		205		90		(1,506)		-
Net revenue		$	129,098	$	89,924	$	55,966	$	23,593	$	(1,506)	$	297,075
Income (loss) before income taxes												$	(24,249)
Interest expense													41,898
Depreciation and amortization													48,572
EBITDA													66,221
	Equity compensation												3,969
	Acquisition accounting
	adjustments												937
	Acquisition-related costs												609
	Transaction-related costs and
	advisory fees												2,237
	Strategic initiatives, duplicative
	and transition costs												2,059
	Severance and retention costs												163
	Accretion expense												2,758
	Other												227
	EBITDA Adjustments												12,959
Adjusted EBITDA		$	49,973	$	24,471	$	26,399	$	11,823	$	(33,486)	$	79,180
Capital Expenditures		$	2,953	$	1,081	$	2,299	$	1,715	$	5,471	$	13,519

			Nine Months Ended September 30, 2013
			Payer		Ambulatory Provider		Provider Revenue Cycle Solutions		Pharmacy		Corporate and Eliminations		Consolidated
Revenue from external customers:
	Claims management	$	212,242	$	-	$	-	$	-	$	-	$	212,242
	Payment distribution services		195,129		-		-		-		-		195,129
	Patient billing and payment
	services		-		190,410		-		-		-		190,410
	Physician services		-		56,719		-		-		-		56,719
	Dental		-		24,491		-		-		-		24,491
	Revenue cycle technology		-		-		89,499		-		-		89,499
	Revenue cycle services		-		-		92,273		-		-		92,273
	Pharmacy		-		-		-		80,330		-		80,330
	Inter-segment revenue		3,385		-		1,014		256		(4,655)		-
Net revenue		$	410,756	$	271,620	$	182,786	$	80,586	$	(4,655)	$	941,093
Income (loss) before income taxes												$	(84,410)
Interest expense													116,390
Depreciation and amortization													137,943
EBITDA													169,923
	Equity compensation												5,637
	Acquisition accounting
	adjustments												741
	Acquisition-related costs												2,457
	Transaction-related costs and
	advisory fees												4,825
	Strategic initiatives, duplicative
	and transition costs												4,355
	Severance and retention costs												5,136
	Loss on extinguishment of debt and other related costs…………..………												24,311
	Accretion expense												18,712
	(Gain) loss on disposal of assets												(997)
	Contingent consideration												1,879
	Other												1,460
	EBITDA Adjustments												68,516
Adjusted EBITDA		$	164,790	$	71,097	$	74,703	$	37,166	$	(109,317)	$	238,439
Capital Expenditures		$	9,825	$	6,097	$	8,611	$	2,826	$	25,447	$	52,806

			Nine Months Ended September 30, 2012
			Payer		Ambulatory Provider		Provider Revenue Cycle Solutions		Pharmacy		Corporate and Eliminations		Consolidated
Revenue from external customers:
	Claims management	$	179,519	$	-	$	-	$	-	$	-	$	179,519
	Payment distribution services		191,125		-		-		-		-		191,125
	Patient billing and payment
	services		-		191,191		-		-		-		191,191
	Physician services		-		55,178		-		-		-		55,178
	Dental		-		24,028		-		-		-		24,028
	Revenue cycle technology		-		-		80,495		-		-		80,495
	Revenue cycle services		-		-		86,034		-		-		86,034
	Pharmacy		-		-		-		70,007		-		70,007
	Inter-segment revenue		3,117		-		643		270		(4,030)		-
Net revenue		$	373,761	$	270,397	$	167,172	$	70,277	$	(4,030)	$	877,577
Income (loss) before income taxes												$	(104,451)
Interest expense													130,539
Depreciation and amortization													140,354
EBITDA													166,442
	Equity compensation												3,969
	Acquisition accounting
	adjustments												4,369
	Acquisition-related costs												4,264
	Transaction-related costs and
	advisory fees												6,899
	Strategic initiatives, duplicative
	and transition costs												8,302
	Severance and retention costs												1,080
	Loss on extinguishment of debt and other related costs……………………												25,411
	Accretion expense												15,104
	Disposal of assets												52
	Other												1,828
	EBITDA Adjustments												71,278
Adjusted EBITDA		$	149,895	$	74,061	$	78,277	$	35,406	$	(99,919)	$	237,720
Capital Expenditures		$	7,922	$	3,926	$	6,201	$	3,129	$	19,771	$	40,949

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Fair Value Measurements

9 Months Ended

Sep. 30, 2013

Fair Value Measurements

8. Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company's assets and liabilities that are measured at fair value on a recurring basis consist of the Company's derivative financial instruments and contingent consideration associated with business combinations. The table below summarizes these items as of September 30, 2013, aggregated by the level in the fair value hierarchy within which those measurements fall.

								Significant
				Quoted in		Significant Other		Unobservable
		Balance at		Markets		Observable Inputs		Inputs
	Description	September 30, 2013		Identical (Level 1)		(Level 2)		(Level 3)
Interest rate swaps		$	(1,790)	$	-	$	(1,790)	$	-
Contingent consideration obligations			(7,438)		-		-		(7,438)
	Total	$	(9,228)	$	-	$	(1,790)	$	(7,438)

The valuation of the Company's derivative financial instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair value of the interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments (or receipts) and the discounted expected variable cash receipts (or payments). The variable cash receipts (or payments) are based on an expectation of future interest rates derived from observable market interest rate curves.Effective January 2013, the Company revised its valuation methodology for derivatives to discount the future expected cash flows using the overnight index swap rate.This change in methodology had no material effect on the Company's unaudited condensed consolidated financial statements for the nine months endedSeptember 30, 2013.

The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements and measures the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs to evaluate the likelihood of default by itself and by its counterparties. As of September 30,2013, the Company determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The valuation of the Company's contingent consideration obligations is estimated as the present value of total expected contingent consideration payments which are determined using a Monte Carlo simulation. This analysis reflects the contractual terms of the purchase agreement and utilizes assumptions with regard to future sales, probabilities of achieving such future sales, the timing of expected payments and a discount rate. Significant increases with respect to assumptions as to future sales and probabilities of achieving such future sales would result in a higher fair value measurement while an increase in the discount rate would result in a lower fair value measurement.

The table below presents a reconciliation of the fair value of the liabilities that use significant unobservable inputs (Level 3).

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
			Three Months		Three Months		Nine Months		Nine Months
			Ended September 30,		Ended September 30,		Ended September 30,		Ended September 30,
			2013		2012		2013		2012
Balance at beginning of period		$	(5,887)	$	(402)	$	(296)	$	(501)
	Adjustment of provisional amounts		223		-		-		-
	Issuance of contingent consideration		-		-		(5,495)		-
	Settlement of contingent consideration		105		58		232		157
	Total changes included in other income		(1,879)		-		(1,879)		-
Balance at end of period		$	(7,438)	$	(344)	$	(7,438)	$	(344)

Assets and Liabilities Measured at Fair Value upon Initial Recognition

     The carrying amount and the estimated fair value of financial instruments held by the Company as of September 30, 2013were:

	Carrying
	Amount		Fair Value
Cash and cash equivalents	$	61,563	$	61,563
Accounts receivable	$	209,039	$	209,039
Senior Credit Facilities (Level 1)	$	1,264,908	$	1,279,889
Senior Notes (Level 2)	$	732,339	$	861,098

The carrying amounts of cash equivalents and accounts receivable approximate fair value because of their short-term maturities. The fair value of long-term debt is based upon market quotes and trades by investors in partial interests of these instruments.

During the three months ended September 30, 2013, the Company sold its equity interest in a cost method investment which resulted in a gain of $2,925as reflected in“other” in the accompanying condensed consolidated statements of operations.

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Basis of Presentation and Summary of Significant New Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2013

Principles of Consolidation

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (“SEC”) Guidelines, Rules and Regulations (“Regulation S-X”) and, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of resultsfor the unaudited interim periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The results of operations for the interim period are not necessarily indicative of the results to be obtained for the full fiscal year. All material intercompany accounts and transactions have been eliminated in the unaudited condensed consolidated financial statements.

Reclassifications

Reclassifications

Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

On January 1, 2013, the Company adopted Financial Accounting Standards Board Accounting Standards Update No. 2013-02,which requires an entity to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of its income statement or in its notes, significant amounts reclassified from accumulated other comprehensive income by the net income line item. The adoption of this update had no material impact on the Company's unaudited condensed consolidated financial statements

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Accumulated Other Comprehensive Income (Loss)

9 Months Ended

Sep. 30, 2013

Accumulated Other Comprehensive Income (Loss)

13. Accumulated Other Comprehensive Income (Loss)
The following is a summary of the accumulated other comprehensive income (loss) balances, net of taxes, as of and for the nine months ended September 30, 2013.
	Foreign				Accumulated
	Currency				Other
	Translation		Cash Flow		Comprehensive
	Adjustment		Hedge		Income (Loss)
Balance at January 1, 2013	$	(127)	$	(3,662)	$	(3,789)
Change associated with foreign currency translation		(65)		-		(65)
Change associated with current period hedging		-		576		576
Reclassification into earnings		-		1,935		1,935
Balance at September 30, 2013	$	(192)	$	(1,151)	$	(1,343)

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Document and Entity Information	9 Months Ended
	Sep. 30, 2013
Entity Information [Line Items]
Entity Registrant Name	Emdeon Inc.
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001444598
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	100

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Supplemental Condensed Consolidating Financial Information

9 Months Ended

Sep. 30, 2013

Supplemental Condensed Consolidating Financial Information

14. Supplemental Condensed Consolidating Financial Information

In lieu of providing separate annual and interim financial statements for each guarantor of the Senior Notes, Regulation S-X provides companies, if certain criteria are satisfied, with the option to instead provide condensed consolidating financial information for its issuers, guarantors and non-guarantors. In the case of the Company, the applicable criteria include the following: (i) the Senior Notes are fully and unconditionally guaranteed on a joint and several basis, (ii) each of the guarantors of the Senior Notes is a direct or indirect wholly-owned subsidiary of the Company and (iii) any non-guarantors are considered minor as that term is defined in Regulation S-X. Because each of these criteria has been satisfied by the Company, condensed consolidating balance sheets as of September 30, 2013 and December 31, 2012,condensed consolidating statements of operations and comprehensive income (loss) for the three and nine months endedSeptember 30, 2013and2012, respectively, and condensed consolidating cash flows for the nine months endedSeptember 30, 2013and 2012, respectively, for the Company, segregating the issuer, the subsidiary guarantors and consolidating adjustments, are reflected below. Prior period amounts have been reclassified to conform to the current year presentation.

Condensed Consolidating Balance Sheet
			As of September 30, 2013
					Guarantor		Consolidating
			Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
ASSETS
Current assets:
	Cash and cash equivalents		$	722	$	60,841	$	-	$	61,563
	Accounts receivable, net of allowance for
		doubtful accounts		-		209,039		-		209,039
	Deferred income tax assets			-		5,578		-		5,578
	Prepaid expenses and other current assets			2,948		26,391		-		29,339
Total current assets				3,670		301,849		-		305,519
Property and equipment, net				-		279,195		-		279,195
Due from affiliates				-		64,856		(64,856)		-
Investment in consolidated subsidiaries				1,795,024		-		(1,795,024)		-
Goodwill				-		1,502,361		-		1,502,361
Intangible assets, net				144,750		1,513,299		-		1,658,049
Other assets, net				50,853		14,750		(46,065)		19,538
Total assets			$	1,994,297	$	3,676,310	$	(1,905,945)	$	3,764,662
LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable		$	-	$	8,495	$	-	$	8,495
	Accrued expenses			18,769		99,645		-		118,414
	Deferred revenues			-		10,222		-		10,222
	Current portion of long-term debt			4,597		17,434		-		22,031
Total current liabilities				23,366		135,796		-		159,162
Due to affiliates				64,856		-		(64,856)		-
Long-term debt, excluding current portion				780,382		1,235,361		-		2,015,743
Deferred income tax liabilities				-		493,282		(46,065)		447,217
Tax receivable agreement obligations to related parties				143,697		-		-		143,697
Other long-term liabilities				-		16,847		-		16,847
Commitments and contingencies
Equity				981,996		1,795,024		(1,795,024)		981,996
Total liabilities and equity			$	1,994,297	$	3,676,310	$	(1,905,945)	$	3,764,662

Condensed Consolidating Balance Sheet
			As of December 31, 2012
					Guarantor		Consolidating
			Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
ASSETS
Current assets:
	Cash and cash equivalents		$	754	$	31,009	$	-	$	31,763
	Accounts receivable, net of allowance for
		doubtful accounts		-		190,021		-		190,021
	Deferred income tax assets			-		4,184		-		4,184
	Prepaid expenses and other current assets			2,059		26,101		-		28,160
Total current assets				2,813		251,315		-		254,128
Property and equipment, net				3		264,849		-		264,852
Due from affiliates				-		62,933		(62,933)		-
Investment in consolidated subsidiaries				1,839,748		-		(1,839,748)		-
Goodwill				-		1,488,134		-		1,488,134
Intangible assets, net				151,500		1,578,589		-		1,730,089
Other assets, net				18,539		22,275		(11,120)		29,694
Total assets			$	2,012,603	$	3,668,095	$	(1,913,801)	$	3,766,897
LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable		$	-	$	6,223	$	-	$	6,223
	Accrued expenses			5,845		95,960		-		101,805
	Deferred revenues			-		9,342		-		9,342
	Current portion of long-term debt			4,600		12,995		-		17,595
Total current liabilities				10,445		124,520		-		134,965
Due to affiliates				62,933		-		(62,933)		-
Long-term debt, excluding current portion				778,813		1,220,601		-		1,999,414
Deferred income tax liabilities				-		478,041		(11,120)		466,921
Tax receivable agreement obligations to related parties				125,003		-		-		125,003
Other long-term liabilities				3,258		5,185		-		8,443
Commitments and contingencies
Equity				1,032,151		1,839,748		(1,839,748)		1,032,151
Total liabilities and equity			$	2,012,603	$	3,668,095	$	(1,913,801)	$	3,766,897

Condensed Consolidating Statement of Operations
		Three Months Ended September 30, 2013
				Guarantor		Consolidating
		Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
Revenue		$	-	$	323,906	$	-	$	323,906
Costs and expenses:
	Cost of operations (exclusive of depreciation
	and amortization below)		-		197,378		-		197,378
	Development and engineering		-		7,896		-		7,896
	Sales, marketing, general and administrative		1,997		42,527		-		44,524
	Depreciation and amortization		2,251		44,930		-		47,181
	Accretion		7,112		-		-		7,112
Operating income (loss)			(11,360)		31,175		-		19,815
Equity in earnings of consolidated
	subsidiaries		(3,766)		-		3,766		-
Interest expense, net			23,579		13,421		-		37,000
Other			(2,925)		1,879		-		(1,046)
Income (loss) before income tax provision (benefit)			(28,248)		15,875		(3,766)		(16,139)
Income tax provision (benefit)			(11,983)		12,109		-		126
Net income (loss)		$	(16,265)	$	3,766	$	(3,766)	$	(16,265)

Condensed Consolidating Statement of Operations
		Three Months Ended September 30, 2012
				Guarantor		Consolidating
		Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
Revenue		$	-	$	297,075	$	-	$	297,075
Costs and expenses:
	Cost of operations (exclusive of depreciation
	and amortization below)		-		181,818		-		181,818
	Development and engineering		-		8,644		-		8,644
	Sales, marketing, general and administrative		2,606		35,028		-		37,634
	Depreciation and amortization		2,251		46,321		-		48,572
	Accretion		2,758		-		-		2,758
Operating income (loss)			(7,615)		25,264		-		17,649
Equity in earnings of consolidated
	subsidiaries		(5,937)		-		5,937		-
Interest expense, net			23,673		18,225		-		41,898
Income (loss) before income tax provision (benefit)			(25,351)		7,039		(5,937)		(24,249)
Income tax provision (benefit)			(10,195)		1,102		-		(9,093)
Net income (loss)		$	(15,156)	$	5,937	$	(5,937)	$	(15,156)

Condensed Consolidating Statement of Operations
		Nine Months Ended September 30, 2013
				Guarantor		Consolidating
		Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
Revenue		$	-	$	941,093	$	-	$	941,093
Costs and expenses:
	Cost of operations (exclusive of depreciation
	and amortization below)		-		580,501		-		580,501
	Development and engineering		-		23,263		-		23,263
	Sales, marketing, general and administrative		7,023		119,557		-		126,580
	Depreciation and amortization		6,753		131,190		-		137,943
	Accretion		18,712		-		-		18,712
Operating income (loss)			(32,488)		86,582		-		54,094
Equity in earnings of consolidated
	subsidiaries		(6,216)		-		6,216		-
Interest expense, net			70,621		45,769		-		116,390
Loss on extinguishment of debt			485		22,675		-		23,160
Other			(2,925)		1,879		-		(1,046)
Income (loss) before income tax provision (benefit)			(94,453)		16,259		(6,216)		(84,410)
Income tax provision (benefit)			(36,465)		10,043		-		(26,422)
Net income (loss)		$	(57,988)	$	6,216	$	(6,216)	$	(57,988)

Condensed Consolidating Statement of Operations
		Nine Months Ended September 30, 2012
				Guarantor		Consolidating
		Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
Revenue		$	-	$	877,577	$	-	$	877,577
Costs and expenses:
	Cost of operations (exclusive of depreciation
	and amortization below)		-		534,463		-		534,463
	Development and engineering		-		26,320		-		26,320
	Sales, marketing, general and administrative		7,261		106,134		-		113,395
	Depreciation and amortization		6,753		133,601		-		140,354
	Accretion		15,104		-		-		15,104
Operating income (loss)			(29,118)		77,059		-		47,941
Equity in earnings of consolidated
	subsidiaries		1,807		-		(1,807)		-
Interest expense, net			70,524		60,015		-		130,539
Loss on extinguishment of debt			495		21,358		-		21,853
Income (loss) before income tax provision (benefit)			(101,944)		(4,314)		1,807		(104,451)
Income tax provision (benefit)			(33,857)		(2,507)		-		(36,364)
Net income (loss)		$	(68,087)	$	(1,807)	$	1,807	$	(68,087)

Condensed Consolidating Statement of Comprehensive Income (Loss)
			Three Months Ended September 30, 2013
						Guarantor		Consolidating
				Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
Net income (loss)			$	(16,265)	$	3,766	$	(3,766)	$	(16,265)
Other comprehensive income (loss):
	Changes in fair value of interest rate swap,
		net of taxes		(1,064)		-		-		(1,064)
	Foreign currency translation adjustment			-		35		-		35
	Equity in other comprehensive earnings			35		-		(35)		-
Other comprehensive income (loss)				(1,029)		35		(35)		(1,029)
Total comprehensive income (loss)			$	(17,294)	$	3,801	$	(3,801)	$	(17,294)

Condensed Consolidating Statement of Comprehensive Income (Loss)
		Three Months Ended September 30, 2012
				Guarantor		Consolidating
		Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
Net income (loss)		$	(15,156)	$	5,937	$	(5,937)	$	(15,156)
Other comprehensive income (loss):
	Changes in fair value of interest rate swap, net of taxes		(1,487)		-		-		(1,487)
	Foreign currency translation adjustment		-		(126)		-		(126)
	Equity in other comprehensive earnings		(126)		-		126		-
Other comprehensive income (loss)			(1,613)		(126)		126		(1,613)
Total comprehensive income (loss)		$	(16,769)	$	5,811	$	(5,811)	$	(16,769)

Condensed Consolidating Statement of Comprehensive Income (Loss)
			Nine Months Ended September 30, 2013
						Guarantor		Consolidating
				Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
Net income (loss)			$	(57,988)	$	6,216	$	(6,216)	$	(57,988)
Other comprehensive income (loss):
	Changes in fair value of interest rate swap,
		net of taxes		2,511		-		-		2,511
	Foreign currency translation adjustment			-		(65)		-		(65)
	Equity in other comprehensive earnings			(65)		-		65		-
Other comprehensive income (loss)				2,446		(65)		65		2,446
Total comprehensive income (loss)			$	(55,542)	$	6,151	$	(6,151)	$	(55,542)

Condensed Consolidating Statement of Comprehensive Income (Loss)
			Nine Months Ended September 30, 2012
					Guarantor		Consolidating
			Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
Net income (loss)			$	(68,087)	$	(1,807)	$	1,807	$	(68,087)
Other comprehensive income (loss):
	Changes in fair value of interest rate swap,
		net of taxes		(3,821)		-		-		(3,821)
	Foreign currency translation adjustment			-		107		-		107
	Equity in other comprehensive earnings			107		-		(107)		-
Other comprehensive income (loss)				(3,714)		107		(107)		(3,714)
Total comprehensive income (loss)			$	(71,801)	$	(1,700)	$	1,700	$	(71,801)

Condensed Consolidating Statement of Cash Flows
			Nine Months Ended September 30, 2013
					Guarantor		Consolidating
			Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
Operating activities
	Net income (loss)		$	(57,988)	$	6,216	$	(6,216)	$	(57,988)
	Adjustments to reconcile net income (loss) to net cash
		provided by (used in) operating activities:
		Depreciation and amortization		6,753		131,190		-		137,943
		Accretion expense		18,712		-		-		18,712
		Equity compensation expense		178		5,459		-		5,637
		Deferred income tax benefit		(33,425)		5,541		-		(27,884)
		Amortization of debt discount and issuance costs		1,865		4,720		-		6,585
		Equity in earnings of consolidated subsidiaries		(6,216)		-		6,216		-
		Change in contingent consideration		-		1,879		-		1,879
		Gain on sale of cost method investment		(2,925)		-		-		(2,925)
		Loss on extinguishment of debt		478		22,350		-		22,828
		Other		(819)		1,887		-		1,068
	Changes in operating assets and liabilities:
		Accounts receivable		-		(15,582)		-		(15,582)
		Prepaid expenses and other		(4,732)		2,928		-		(1,804)
		Accounts payable		-		685		-		685
		Accrued expenses, deferred revenue, and other liabilities		14,509		6,476		-		20,985
		Tax receivable agreement obligations to related parties		(103)		-		-		(103)
		Due to/from affiliates		1,923		(1,923)		-		-
Net cash provided by (used in) operating activities				(61,790)		171,826		-		110,036
Investing activities
	Purchases of property and equipment			-		(52,806)		-		(52,806)
	Payments for acquisitions, net of cash acquired			-		(18,291)		-		(18,291)
	Proceeds from sale of cost method investment			5,820		-				5,820
	Investment in subsidiaries, net			56,149		-		(56,149)		-
Net cash provided by (used in) investing activities				61,969		(71,097)		(56,149)		(65,277)
Financing activities
	Distributions to Emdeon Inc., net			-		(56,149)		56,149		-
	Debt principal payments			(211)		(9,481)		-		(9,692)
	Payment of loan costs			-		(2,178)		-		(2,178)
	Repayment of deferred financing arrangements			-		(2,103)		-		(2,103)
	Repurchase of Parent common stock			-		(250)		-		(250)
	Other			-		(736)		-		(736)
Net cash provided by (used in) financing activities				(211)		(70,897)		56,149		(14,959)
Net increase in cash and cash equivalents				(32)		29,832		-		29,800
Cash and cash equivalents at beginning of period				754		31,009		-		31,763
Cash and cash equivalents at end of period			$	722	$	60,841	$	-	$	61,563

Condensed Consolidating Statement of Cash Flows
			Nine Months Ended September 30, 2012
					Guarantor		Consolidating
			Emdeon Inc.		Subsidiaries		Adjustments		Consolidated
Operating activities
	Net income (loss)		$	(68,087)	$	(1,807)	$	1,807	$	(68,087)
	Adjustments to reconcile net income (loss) to net cash
		provided by (used in) operating activities:
		Depreciation and amortization		6,753		133,601		-		140,354
		Accretion expense		15,104		-		-		15,104
		Equity compensation expense		7		3,962		-		3,969
		Deferred income tax benefit		(33,857)		(3,512)		-		(37,369)
		Amortization of debt discount and issuance costs		1,674		5,939		-		7,613
		Equity in earnings of consolidated subsidiaries		1,807		-		(1,807)		-
		Loss on extinguishment of debt		419		17,874		-		18,293
		Other		-		1,927		-		1,927
	Changes in operating assets and liabilities:
		Accounts receivable		-		(5,547)		-		(5,547)
		Prepaid expenses and other		(31)		(3,655)		-		(3,686)
		Accounts payable		-		5,153		-		5,153
		Accrued expenses, deferred revenue, and other liabilities		13,375		(21,819)		-		(8,444)
		Tax receivable agreement obligations to related parties		(114)		-		-		(114)
		Due to/from affiliates		4,333		(4,333)		-		-
Net cash provided by (used in) operating activities				(58,617)		127,783		-		69,166
Investing activities
	Purchases of property and equipment			-		(40,949)		-		(40,949)
	Payments for acquisitions, net of cash acquired			-		(59,011)		-		(59,011)
	Investment in subsidiaries, net			69,758		-		(69,758)		-
Net cash provided by (used in) investing activities				69,758		(99,960)		(69,758)		(99,960)
Financing activities
	Distributions to Emdeon Inc., net			-		(69,758)		69,758		-
	Proceeds from Term Loan Facility			(207)		70,558		-		70,351
	Debt principal payments			(209)		(9,356)		-		(9,565)
	Payments on Revolving Facility			-		(15,000)		-		(15,000)
	Payment of loan costs			(34)		(2,026)		-		(2,060)
	Repurchase of Parent common stock			-		(317)		-		(317)
	Other			-		(203)		-		(203)
Net cash provided by (used in) financing activities				(450)		(26,102)		69,758		43,206
Net increase (decrease) in cash and cash equivalents				10,691		1,721		-		12,412
Cash and cash equivalents at beginning of period				572		37,353		-		37,925
Cash and cash equivalents at end of period			$	11,263	$	39,074	$	-	$	50,337