1444598--3/18/2010--Emdeon

related topics

{product, market, service}

{regulation, government, change}

{system, service, information}

{stock, price, share}

{tax, income, asset}

{personnel, key, retain}

{debt, indebtedness, cash}

{property, intellectual, protect}

{customer, product, revenue}

{regulation, change, law}

{cost, operation, labor}

{provision, law, control}

{condition, economic, financial}

{acquisition, growth, future}

{financial, litigation, operation}

{control, financial, internal}

{capital, credit, financial}

Some of our customers compete with us and some, instead of using a third party provider, perform internally some of the same services that we offer. If we are unable to retain our existing customers, our business, financial condition and results of operations could suffer. If we are unable to connect to a large number of payers and providers, our product and service offerings would be limited and less desirable to our customers. The failure to maintain our relationships with our channel partners or significant changes in the terms of the agreements we have with them may have an adverse effect on our ability to successfully market our products and services. Our business and future success may depend on our ability to cross-sell our products and services. We have faced and will continue to face increasing pressure to reduce our prices, which may reduce our margins, profitability and competitive position. Our ability to generate revenue could suffer if we do not continue to update and improve our existing products and services and develop new ones. Achieving market acceptance of new or updated products and services is necessary in order for them to become profitable and will likely require significant efforts and expenditures. There are increased risks of performance problems during times when we are making significant changes to our products and services or to systems we use to provide services. In addition, implementation of our products and services and efficiency measures and other cost savings initiatives may cost more, may not provide the benefits expected or may take longer than anticipated. Disruptions in service or damages to our data or other operation centers, or other software or systems failures, could adversely affect our business. We may be liable to our customers and may lose customers if we provide poor service, if our products and services do not comply with our agreements or if our software products or transmission systems contain errors or experience failures. Our business will suffer if we fail to successfully integrate acquired businesses and technologies or to appropriately assess the risks in particular transactions. We have a substantial amount of indebtedness, which could affect our financial condition. Recent events in the credit markets may affect our ability to refinance our existing debt or obtain additional debt financing on acceptable terms. The terms of our credit agreements may restrict our current and future operations, which would adversely affect our ability to respond to changes in our business and to manage our operations. Recent and future developments in the healthcare industry could adversely affect our business. Government regulation creates risks and challenges with respect to our compliance efforts and our business strategies. Legislative changes may impede our ability to utilize our off-shore service capabilities. Failure by our customers to obtain proper permissions or provide us with accurate and appropriate data may result in claims against us or may limit or prevent our use of data which could harm our business. Certain of our products and services present the potential for embezzlement, identity theft or other similar illegal behavior by our employees or contractors with respect to third parties. Contractual relationships with customers that are governmental agencies or are funded by government programs may impose special burdens on us and provide special benefits to those customers. The protection of our intellectual property requires substantial resources. Third parties may claim that we are infringing their intellectual property, and we could suffer significant litigation or licensing expenses or be prevented from selling products or services. A write-off of all or a part of our identifiable intangible assets or goodwill would hurt our operating results and reduce our net worth. We are dependent on the continued service of key executives, the loss of any of whom could adversely affect our business. Our success depends in part on our ability to identify, recruit and retain skilled management and technical personnel. If we fail to recruit and retain suitable candidates or if our relationship with our employees changes or deteriorates, there could be an adverse effect on our business. A prolonged economic downturn could have a material adverse effect on our business, financial condition and results of operations. Lengthy sales, installation and implementation cycles for some of our applications may result in delays or an inability to generate revenues from these applications. Risks Related to our Organization and Structure We are a holding company and our principal asset is our ownership of equity interests in EBS Master, and we are accordingly dependent upon distributions from EBS Master to pay dividends, if any, taxes and other expenses. We have elected to be exempt from certain corporate governance requirements since we are a Controlled Company within the meaning of the NYSE Rules and, as a result, our stockholders do not have the protections afforded by these corporate governance requirements for so long as our election continues. We are required to pay an affiliate of our Principal Equityholders and the EBS Equity Plan Members for certain tax benefits we may claim, and the amounts we may pay could be significant. Risks Related to Ownership of Our Class A Common Stock The market price of our Class A common stock may be volatile, and your investment in our Class A common stock could suffer a decline in value. We do not intend to pay dividends in the foreseeable future, and, because we are a holding company, we may be unable to pay dividends. Provisions in our organizational documents may delay or prevent our acquisition by a third party. We have and will continue to incur additional costs as a result of becoming a public company, and our management may be required to devote substantial time and attention to new compliance initiatives. Failure to establish and maintain effective internal controls over financial reporting could have an adverse effect on our business, operating results and stock price.

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1444598--3/18/2010--Emdeon_Inc.