1254419--3/12/2009--MEDASSETS

related topics

{regulation, government, change}

{system, service, information}

{acquisition, growth, future}

{stock, price, operating}

{product, market, service}

{property, intellectual, protect}

{tax, income, asset}

{provision, law, control}

{debt, indebtedness, cash}

{loss, insurance, financial}

{customer, product, revenue}

{capital, credit, financial}

{stock, price, share}

We may face pricing pressures that could limit our ability to maintain or increase prices for our products and services. If we are not able to offer new and valuable products and services, we may not remain competitive and our revenue and results of operations may suffer. We may experience significant delays in generating, or an inability to generate, revenues if potential customers take a long time to evaluate our products and services. Unsuccessful implementation of our products and services with our customers may harm our future financial success. If we are unable to maintain our strategic alliances or enter into new alliances, we may be unable to grow our current base business. If the protection of our intellectual property is inadequate, our competitors may gain access to our technology or confidential information and we may lose our competitive advantage. If we are alleged to have infringed on the rights of others, we could incur unanticipated costs and be prevented from providing our products and services. Our sources of data might restrict our use of or refuse to license data, which could adversely impact our ability to provide certain products or services. Our use of open source software could adversely affect our ability to sell our products and subject us to possible litigation. Our failure to license and integrate third-party technologies could harm our business. We may have difficulty integrating recently acquired assets and businesses. We intend to continue to pursue acquisition opportunities, which may subject us to considerable business and financial risk. Our indebtedness could adversely affect our financial health and reduce the funds available to us for other purposes Due to the challenging conditions of the financial markets and weakening economic environment, our lenders may not be able to fund our borrowings under our revolving credit facility. We may need to obtain additional financing which may not be available or, if it is available, may result in a reduction in the percentage ownership of our existing stockholders. If we are required to collect sales and use taxes on the solutions we sell in certain jurisdictions, we may be subject to tax liability for past sales and our future sales may decrease. Our income tax returns and positions are subject to review and audit by federal, state and local taxing authorities, we may be subject to tax liability for past tax reporting periods. Any significant increase in bad debt in excess of recorded estimates would have a negative impact on our business, financial condition and results of operations. Our quarterly results of operations have fluctuated in the past and may continue to fluctuate in the future as a result of certain factors, some of which may be outside of our control. The requirements of being a publicly traded entity and sustaining our growth may strain our resources. Risks Related to Our Product and Service Offerings If our products fail to perform properly due to undetected errors or similar problems, our business could suffer. If our products or services fail to provide accurate information, or if our content or any other element of our products or services is associated with incorrect, inaccurate or faulty coding, billing, or claims submissions to Medicare or any other third-party payor, we could be liable to customers or the government which could adversely affect our business. Factors beyond our control could cause interruptions in our operations, which may adversely affect our reputation in the marketplace and our business, financial condition and results of operations. Risks Related to Government Regulation Our business and our industry are highly regulated, and if government regulations are interpreted or enforced in a manner adverse to us or our business, we may be subject to enforcement actions, penalties, and other material limitations on our business. If we fail to comply with federal and state laws governing submission of false or fraudulent claims to government healthcare programs and financial relationships among healthcare providers, we may be subject to civil and criminal penalties or loss of eligibility to participate in government healthcare programs. Any material changes in the political, economic or regulatory healthcare environment that affect the purchasing practices and operations of healthcare organizations, or lead to consolidation in the healthcare industry, could require us to modify our services or reduce the funds available to purchase our products and services. Federal and state privacy laws may increase the costs of operation and expose us to civil and criminal sanctions. Our customers are highly dependent on payments from third-party healthcare payors, including Medicare, Medicaid and other government-sponsored programs, and reductions or changes in third-party reimbursement could adversely affect our customers and consequently our business. If our customers who operate as not-for profit entities lose their tax-exempt status, those customers would suffer significant adverse tax consequences which, in turn, could adversely impact their ability to purchase products or services from us. Risks Related to Ownership in Our Common Stock The market price of our common stock may be volatile, and your investment in our common stock could suffer a decline in value. A limited number of stockholders have the ability to influence the outcome of director elections and other matters requiring stockholder approval. Provisions in our certificate of incorporation and by-laws or Delaware law might discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our common stock.

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1254419--3/12/2009--MEDASSETS_INC