HLTH 8-K Unaudited Pro Forma Condensed Consolidated Financial Statements

EXHIBIT 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following Unaudited Pro Forma Condensed Consolidated Financial Statements of Emdeon Corporation (“Emdeon”) present financial information giving effect to the sale of Emdeon Practice Services, Inc, accounted for in accordance with Statement of Financial Accounting Standards No. 144 (As Amended), “Accounting for the Impairment or Disposal of Long-Lived Assets.” The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2006 presents the consolidated financial position of Emdeon, giving effect to the disposition as if it had occurred on June 30, 2006. The Unaudited Pro Forma Condensed Consolidated Statements of Operations for the six months ended June 30, 2006 and for the years ended December 31, 2005, 2004 and 2003 present the consolidated results of operations of Emdeon, giving effect to the disposition as if had occurred on January 1, 2003.

The historical consolidated financial statements of Emdeon have been adjusted to give effect to pro forma events that are (1) directly attributable to the sale, (2) factually supportable, and (3) with respect to the statements of operations, not expected to have a continuing impact on the consolidated results. You should read this information in conjunction with:

•  the accompanying notes to the unaudited pro forma condensed consolidated financial statements, which describe certain estimates and assumptions made in preparing such financial statements and in making the adjustments reflected therein;

•  Emdeon’s separate historical unaudited financial statements as of and for the six months ended June 30, 2006 included in Emdeon’s Quarterly Report onForm 10-Q for the quarterly period ended June 30, 2006; and

•  Emdeon’s separate historical financial statements for the three years ended December 31, 2005, 2004 and 2003 included in Emdeon’s Annual Report on Form10-K for the year ended December 31, 2005.

The unaudited pro forma condensed consolidated financial statements have been prepared for informational purposes only. The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of what the financial position or results of operations actually would have been had the sale been completed at the dates indicated. In addition, the unaudited pro forma condensed consolidated financial statements do not purport to project the future financial position or results of operations of Emdeon.

PF-1

EMDEON CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2006

(In thousands)

	As		Discontinued			Pro Forma			Pro Forma
	Reported		Operations (b)			Adjustments			Adjusted
ASSETS
Cash and cash equivalents	$	92,210	$	(2,710	)	$	524,000	(a)	$	613,500
Short-term investments		296,750		—			—			296,750
Accounts receivable, net		239,024		(35,594	)		—			203,430
Inventory		14,486		(3,500	)		—			10,986
Prepaid expenses and other current assets		36,079		(4,060	)		—			32,019
Assets related to discontinued operations		—		247,801			(247,801	)(b)		—
Total current assets		678,549		201,937			276,199			1,156,685
Marketable equity securities		2,944		(54	)		—			2,890
Property and equipment, net		126,376		(17,748	)		—			108,628
Goodwill		1,110,521		(179,460	)		(18,077	)(c)		912,984
Intangible assets, net		238,213		(4,477	)		—			233,736
Other assets		47,837		(198	)		35,000	(a)		82,639
TOTAL ASSETS	$	2,204,440	$	—		$	293,122		$	2,497,562
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	15,135	$	(3,371	)	$	—		$	11,764
Accrued expenses		158,249		(13,055	)		13,073	(d)		158,267
Deferred revenue		125,811		(45,584	)		—			80,227
Liabilities related to discontinued operations		—		62,718			(62,718	)(b)		—
Total current liabilities		299,195		708			(49,645	)		250,258
Convertible notes		650,000		—			—			650,000
Other long-term liabilities		15,946		(708	)		—			15,238
Minority interest in WebMD Health Corp.		53,811		—			—			53,811
Convertible redeemable exchangeable preferred stock		98,650		—			—			98,650
Stockholders’ equity		1,086,838		—			342,767			1,429,605
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,204,440	$	—		$	293,122		$	2,497,562

PF-2

EMDEON CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2006

(In thousands, except per share data)

				Less
				Discontinued			Pro Forma		Pro Forma
	As Reported			Operations (e)			Adjustments (f)		Adjusted
Revenue:
Services	$	615,346		$	(124,798	)	$	27,803	$	518,351
Products		78,654			(28,180	)		—		50,474
Total revenue		694,000			(152,978	)		27,803		568,825
Costs of operations:
Services		354,202			(67,958	)		27,740		313,984
Products		38,211			(15,980	)		—		22,231
Total cost of operations		392,413			(83,938	)		27,740		336,215
Development and engineering		30,197			(12,276	)		—		17,921
Sales, marketing, general and administrative		178,840			(36,690	)		63		142,213
Depreciation and amortization		38,309			(4,534	)		—		33,775
Legal expense		817			—			—		817
Advisory expenses		4,104			(2,032	)		—		2,072
Interest income		8,854			(3	)		—		8,851
Interest expense		9,359			—			—		9,359
Income from continuing operations before income tax provision and minority interest		48,815			(13,511	)		—		35,304
Income tax provision		9,996			(1,388	)		—		8,608
Minority interest in WebMD Health Corp., net of tax		(793	)		—			—		(793	)
Income from continuing operations	$	39,612		$	(12,123	)	$	—	$	27,489
Income from continuing operations per common share:
Basic	$	0.14							$	0.10
Diluted	$	0.13							$	0.09
Weighted-average shares outstanding used in computing income from continuing operations per common share:
Basic		286,141								286,141
Diluted		296,107								296,107

PF-3

EMDEON CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2005

(In thousands, except per share data)

				Less
				Discontinued			Pro Forma		Pro Forma
	As Reported			Operations (e)			Adjustments (f)		Adjusted
Revenue:
Services	$	1,123,646		$	(245,144	)	$	53,771	$	932,273
Products		153,233			(59,031	)		—		94,202
Total revenue		1,276,879			(304,175	)		53,771		1,026,475
Costs of operations:
Services		641,754			(140,254	)		53,708		555,208
Products		75,293			(34,847	)		—		40,446
Total cost of operations		717,047			(175,101	)		53,708		595,654
Development and engineering		58,494			(22,841	)		—		35,653
Sales, marketing, general and administrative		333,288			(78,464	)		63		254,887
Depreciation and amortization		71,767			(10,862	)		—		60,905
Legal expense		17,835			—			—		17,835
Loss on investments		6,365			—			—		6,365
Interest income		21,531			(4	)		—		21,527
Interest expense		16,324			(2	)		—		16,322
Other expense, net		3,765			—			—		3,765
Income from continuing operations before income tax provision and minority interest		73,525			(16,909	)		—		56,616
Income tax benefit		(357	)		(644	)		—		(1,001	)
Minority interest in WebMD Health Corp., net of tax		908			—			—		908
Income from continuing operations	$	72,974		$	(16,265	)	$	—	$	56,709
Income from continuing operations per common share:
Basic	$	0.21							$	0.17
Diluted	$	0.21							$	0.16
Weighted-average shares outstanding used in computing income from continuing operations per common share:
Basic		341,747								341,747
Diluted		352,852								352,852

PF-4

EMDEON CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2004

(In thousands, except per share data)

			Less
			Discontinued			Pro Forma		Pro Forma
	As Reported		Operations (e)			Adjustments (f)		Adjusted
Revenue:
Services	$	1,006,192	$	(234,648	)	$	53,861	$	825,405
Products		154,159		(61,467	)		—		92,692
Total revenue		1,160,351		(296,115	)		53,861		918,097
Costs of operations:
Services		593,467		(149,684	)		53,861		497,644
Products		72,964		(34,319	)		—		38,645
Total cost of operations		666,431		(184,003	)		53,861		536,289
Development and engineering		54,161		(21,020	)		—		33,141
Sales, marketing, general and administrative		324,027		(79,511	)		—		244,516
Depreciation and amortization		57,765		(9,058	)		—		48,707
Legal expense		9,230		—			—		9,230
Restructuring and integration charge		4,535		—			—		4,535
Gain on investments		457		—			—		457
Interest income		18,717		(1	)		—		18,716
Interest expense		19,253		(2	)		—		19,251
Other income, net		121		(121	)		—		—
Income from continuing operations before income tax provision		44,244		(2,643	)		—		41,601
Income tax provision		4,910		(687	)		—		4,223
Income from continuing operations	$	39,334	$	(1,956	)	$	—	$	37,378
Income from continuing operations per common share:
Basic	$	0.12						$	0.12
Diluted	$	0.12						$	0.11
Weighted-average shares outstanding used in computing income from continuing operations per common share:
Basic		320,080							320,080
Diluted		333,343							333,343

PF-5

EMDEON CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003

(In thousands, except per share data)

			Less
			Discontinued			Pro Forma		Pro Forma
	As Reported		Operations (e)			Adjustments (f)		Adjusted
Revenue:
Services	$	799,268	$	(222,542	)	$	45,336	$	622,062
Products		164,712		(80,098	)		—		84,614
Total revenue		963,980		(302,640	)		45,336		706,676
Costs of operations:
Services		492,555		(155,380	)		45,336		382,511
Products		72,384		(37,085	)		—		35,299
Total cost of operations		564,939		(192,465	)		45,336		417,810
Development and engineering		42,985		(18,169	)		—		24,816
Sales, marketing, general and administrative		282,482		(74,297	)		—		208,185
Depreciation and amortization		62,434		(10,959	)		—		51,475
Legal expense		3,959		—			—		3,959
Gain on investments		1,659		—			—		1,659
Interest income		22,901		(46	)		—		22,855
Interest expense		15,214		(13	)		—		15,201
Other income, net		4,218		—			—		4,218
Income from continuing operations before income tax provision		20,745		(6,783	)		—		13,962
Income tax provision		4,140		(451	)		—		3,689
Income from continuing operations	$	16,605	$	(6,332	)	$	—	$	10,273
Income from continuing operations per common share:
Basic and diluted	$	0.05						$	0.03
Weighted-average shares outstanding used in computing income from continuing operations per common share:
Basic		304,858							304,858
Diluted		325,811							325,811

PF-6

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

The pro forma adjustments related to the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2006 assume the disposition took place on June 30, 2006 and are as follows:

(a) Represents estimated total cash proceeds from the sale of $565 million, net of approximately $35 million for the security escrow included in other assets and approximately $6 million of costs related to the transaction which excludes $2 million of transaction costs already reported in Emdeon’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006. These amounts do not reflect any adjustments based on net working capital as of the closing.

(b) Represents the elimination of the assets and liabilities of Emdeon Practice Services.

(c) Reflects an estimate of the reversal of the portion of the income tax valuation allowances that were originally established in connection with the purchase accounting of prior acquisitions. These income tax valuation allowances were reversed as a result of the utilization of Emdeon’s net operating loss carryforwards in connection with the gain on this transaction.

(d) Represents an estimate of the federal, state and other taxes payable in connection with the gain on this transaction.

The pro forma adjustments to the Unaudited Pro Forma Condensed Consolidated Statements of Operations for the six months ended June 30, 2006 and for the years ended December 31, 2005, 2004 and 2003 assume the disposition took place on January 1, 2003 and are as follows:

(e) Represents the reduction of revenue and expenses as a result of the disposition of Emdeon Practice Services. These amounts do not consider any allocation of corporate overhead to the companies that were divested.

(f) Represents an adjustment to add backinter-company transactions between Emdeon Practice Services and other Emdeon businesses, which were previously eliminated in consolidation. The inter-company revenue is primarily comprised of(i) print-and-mail services and electronic data interchange (“EDI”) services provided by Emdeon Business Services to the Emdeon Practice Services customer base which was $23.5 million for the six months ended June 30, 2006 and $44.6 million, $43.2 million and $36.8 million for the years ended December 31, 2005, 2004 and 2003, respectively, and (ii) rebate activity, related to the submission of EDI transactions, which was reflected as revenue of Emdeon Practice Services and expense of Emdeon Business Services in the amount of $4.3 million for the six months ended June 30, 2006 and $9.1 million, $10.7 million and $8.5 million for the years ended December 31, 2005, 2004 and 2003, respectively. Rebate revenue is included in the Discontinued Operations column as it will not be included in revenue of the continuing operations.

PF-7