##### 









UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




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Form 10-Q

|           |  |                                                                                                         
|---------- |  | --------------------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                                         
|þ          |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR
        15(d)
        OF THE SECURITIES EXCHANGE ACT OF 1934 
|          
|           |  | For the quarterly period ended
        September 30, 2001                                               
|          
|or        
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR
        15(d)
        OF THE SECURITIES EXCHANGE ACT OF 1934
|          
|           |  | For the transition period from
                  to                                                     

Commission file number 000-19480



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Per-Se Technologies, Inc.

(Exact name of Registrant as specified in its
charter)


|                                                                                                    |  |                                             
|--------------------------------------------------------------------------------------------------- |  | --------------------------------------------
|Delaware                                                                                            |  | 58-1651222                                  
|(State or other jurisdiction of
        incorporation or organization)                              |  | (I.R.S. Employer
        Identification No.)
|                                                                                                   
|2840 Mt. Wilkinson Parkway
        Atlanta, Georgia(Address of principal executive
        offices) |  | 30339(Zip code)                             

Registrants telephone number, including
area code

770-444-5300


Former name, former address and former fiscal
year, if changed since last report

Not Applicable


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 
x
          No 
 o

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

|                                        |  |                                       
|--------------------------------------- |  | --------------------------------------
|Title of Class                          |  | Shares Outstanding at November 9, 2001
|                                        |  |                                       
|Common Stock $0.01 Par Value            |  | 29,926,263 shares                     
|Non-voting Common Stock $0.01 Par Value |  | 0 Shares                              



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##### 



PER-SE TECHNOLOGIES, INC.



INDEX


|                              |  |                                                                                                               |  |      |    | 
|----------------------------- |  | ------------------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                              |  |                                                                                                               |  | Page
|                              |  |                                                                                                               |  |     
|PART I: FINANCIAL INFORMATION
|Item  1:                      |  | Financial Statements                                                                                          |  |      |    | 
|                              |  | Consolidated Balance Sheets as of
        September 30, 2001 and December 31, 2000                            |  |      | 2  | 
|                              |  | Consolidated Statements of Operations for the
        three and nine months ended September 30, 2001 and 2000 |  |      | 3  | 
|                              |  | Consolidated Statements of Cash Flows for the
        nine months ended September 30, 2001 and 2000           |  |      | 4  | 
|                              |  | Notes to Consolidated Financial Statements                                                                    |  |      | 5  | 
|Item  2:                      |  | Managements Discussion and Analysis of
        Financial Condition and Results of Operations                 |  |      |    | 
|PART II: OTHER INFORMATION   
|Item  1:                      |  | Legal Proceedings                                                                                             |  |      | 19 | 
|Item  6:                      |  | Exhibits and Reports on Form 8-K                                                                              |  |      | 19 | 

1



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##### 



PART I:     FINANCIAL
INFORMATION

Item 1.     Financial Statements

PER-SE TECHNOLOGIES, INC. AND
SUBSIDIARIES



CONSOLIDATED BALANCE SHEETS


|                            |                                                                                                                                                                    |                                 |         |              |         |   |         |          |         |  
|--------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------- | ------- | ------------ | ------- | - | ------- | -------- | ------- | -
|                            |                                                                                                                                                                    | September 30,                   |         | December 31,
|                            |                                                                                                                                                                    | 2001                            |         | 2000        
|                            |                                                                                                                                                                    |                                 |         |             
|                            |                                                                                                                                                                    | (Unaudited)                     |         |             
|                            |                                                                                                                                                                    |                                
|                            |                                                                                                                                                                    | (In thousands, except          
|                            |                                                                                                                                                                    | par value data)                
|Current Assets:             |                                                                                                                                                                    |                                 |         |              |         |   |         |         
|                            | Cash and cash equivalents                                                                                                                                          |                                 | $       | 21,372       |         |   | $       | 30,970   |        
|                            | Restricted cash                                                                                                                                                    |                                 |         | 5,371        |         |   |         | 7,352    |        
|                            |                                                                                                                                                                    |                                 |         |              |         |   |         |         
|                            |                                                                                                                                                                    | Total cash and cash equivalents |         |              | 26,743  |   |         |          | 38,322  |  
|                            | Accounts receivable, billed (less allowances of
	$6,124 and $7,635, respectively)                                                                                  |                                 |         | 50,618       |         |   |         | 53,309   |        
|                            | Accounts receivable, unbilled (less allowances of
	$1,647 and $4,338, respectively)                                                                                |                                 |         | 3,284        |         |   |         | 5,786    |        
|                            | Other                                                                                                                                                              |                                 |         | 4,299        |         |   |         | 5,793    |        
|                            |                                                                                                                                                                    |                                 |         |              |         |   |         |         
|                            |                                                                                                                                                                    | Total current assets            |         |              | 84,944  |   |         |          | 103,210 |  
|Property and equipment, net |                                                                                                                                                                    |                                 | 25,932  |              |         |   | 32,813  |         
|Intangible assets           |                                                                                                                                                                    |                                 | 77,917  |              |         |   | 72,695  |         
|Other                       |                                                                                                                                                                    |                                 | 5,119   |              |         |   | 5,408   |         
|                            |                                                                                                                                                                    |                                 |         |              |         |   |         |         
|                            |                                                                                                                                                                    | $                               | 193,912 |              |         | $ | 214,126 |         
|                            |                                                                                                                                                                    |                                 |         |              |         |   |         |         
|Current Liabilities:        |                                                                                                                                                                    |                                 |         |              |         |   |         |         
|                            | Accounts payable                                                                                                                                                   |                                 | $       | 5,480        |         |   | $       | 11,002   |        
|                            | Accrued compensation                                                                                                                                               |                                 |         | 19,085       |         |   |         | 18,652   |        
|                            | Accrued expenses                                                                                                                                                   |                                 |         | 18,237       |         |   |         | 21,712   |        
|                            | Accrued litigation settlements                                                                                                                                     |                                 |         |             |         |   |         | 1,602    |        
|                            |                                                                                                                                                                    |                                 |         |              |         |   |         |         
|                            |                                                                                                                                                                    |                                 | 42,802  |              |         |   | 52,968  |         
|                            | Deferred revenue                                                                                                                                                   |                                 |         | 21,601       |         |   |         | 23,063   |        
|                            |                                                                                                                                                                    |                                 |         |              |         |   |         |         
|                            |                                                                                                                                                                    | Total current liabilities       |         |              | 64,403  |   |         |          | 76,031  |  
|Long-term debt              |                                                                                                                                                                    |                                 | 175,108 |              |         |   | 175,000 |         
|Other obligations           |                                                                                                                                                                    |                                 | 6,776   |              |         |   | 7,231   |         
|                            |                                                                                                                                                                    |                                 |         |              |         |   |         |         
|                            |                                                                                                                                                                    | Total liabilities               |         |              | 246,287 |   |         |          | 258,262 |  
|                            |                                                                                                                                                                    |                                 |         |              |         |   |         |         
|Stockholders Deficit:      |                                                                                                                                                                    |                                 |         |              |         |   |         |         
|                            | Preferred stock, no par value, 20,000 authorized;
	none issued                                                                                                     |                                 |         |             |         |   |         |         |        
|                            | Common stock, voting, $0.01 par value, 200,000
	authorized, 29,923 and 29,902 issued and outstanding as of
	September 30, 2001 and December 31, 2000, respectively |                                 |         | 299          |         |   |         | 299      |        
|                            | Common stock, non-voting, $0.01 par value, 600
	authorized; none issued                                                                                            |                                 |         |             |         |   |         |         |        
|                            | Paid-in capital                                                                                                                                                    |                                 |         | 774,750      |         |   |         | 774,603  |        
|                            | Warrants                                                                                                                                                           |                                 |         | 1,495        |         |   |         | 1,495    |        
|                            | Accumulated deficit                                                                                                                                                |                                 |         | (828,919     | )       |   |         | (820,533 | )      
|                            |                                                                                                                                                                    |                                 |         |              |         |   |         |         
|                            |                                                                                                                                                                    | Total stockholders deficit     |         |              | (52,375 | ) |         |          | (44,136 | )
|                            |                                                                                                                                                                    |                                 |         |              |         |   |         |         
|                            |                                                                                                                                                                    | $                               | 193,912 |              |         | $ | 214,126 |         
|                            |                                                                                                                                                                    |                                 |         |              |         |   |         |         

See notes to consolidated financial statements.

2



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##### 



PER-SE TECHNOLOGIES, INC. AND
SUBSIDIARIES



CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)


|                                                        |                                                         |                                       |                |                   |       |        |        |       |       |        |         |       |       |         |         |       |       |         |  
|------------------------------------------------------- | ------------------------------------------------------- | ------------------------------------- | -------------- | ----------------- | ----- | ------ | ------ | ----- | ----- | ------ | ------- | ----- | ----- | ------- | ------- | ----- | ----- | ------- | -
|                                                        |                                                         |                                       |                |                  
|                                                        |                                                         | Three Months Ended                    |                | Nine Months Ended
|                                                        |                                                         | September 30,                         |                | September 30,    
|                                                        |                                                         |                                       |                |                  
|                                                        |                                                         | 2001                                  |                | 2000              |       | 2001   |        | 2000 
|                                                        |                                                         |                                       |                |                   |       |        |        |      
|                                                        |                                                         |                                      
|                                                        |                                                         | (In thousands, except per share data)
|Revenue                                                 |                                                         | $                                     | 81,885         |                   |       | $      | 75,381 |       |       | $      | 245,096 |       |       | $       | 233,089 |      
|                                                        |                                                         |                                       |                |                   |       |        |        |       |       |        |         |       |       |         |         |      
|Salaries and wages                                      |                                                         |                                       | 49,222         |                   |       |        | 46,921 |       |       |        | 149,874 |       |       |         | 146,260 |      
|Other operating expenses                                |                                                         |                                       | 22,428         |                   |       |        | 22,202 |       |       |        | 70,036  |       |       |         | 69,397  |      
|Depreciation                                            |                                                         |                                       | 2,876          |                   |       |        | 3,457  |       |       |        | 9,433   |       |       |         | 11,904  |      
|Amortization                                            |                                                         |                                       | 3,430          |                   |       |        | 2,658  |       |       |        | 9,799   |       |       |         | 7,465   |      
|Interest expense, net                                   |                                                         |                                       | 4,385          |                   |       |        | 3,601  |       |       |        | 12,742  |       |       |         | 10,913  |      
|Process improvement project expenses                    |                                                         |                                       | 1,247          |                   |       |        |       |       |       |        | 3,423   |       |       |         |        |      
|Non-recurring expenses and other                        |                                                         |                                       | (30            | )                 |       |        |       |       |       |        | 593     |       |       |         |        |      
|                                                        |                                                         |                                       |                |                   |       |        |        |       |       |        |         |       |       |         |         |      
|                                                        |                                                         |                                       | Total expenses |                   |       | 83,558 |        |       |       | 78,839 |         |       |       | 255,900 |         |       |       | 245,939 |  
|                                                        |                                                         |                                       |                |                   |       |        |        |       |       |        |         |       |       |         |         |      
|Loss before income taxes                                |                                                         |                                       | (1,673         | )                 |       |        | (3,458 | )     |       |        | (10,804 | )     |       |         | (12,850 | )    
|Income tax expense (benefit)                            |                                                         |                                       | 122            |                   |       |        | 111    |       |       |        | 475     |       |       |         | (633    | )    
|                                                        |                                                         |                                       |                |                   |       |        |        |       |       |        |         |       |       |         |         |      
|Loss from continuing operations                         |                                                         |                                       | (1,795         | )                 |       |        | (3,569 | )     |       |        | (11,279 | )     |       |         | (12,217 | )    
|                                                        |                                                         |                                       |                |                   |       |        |        |       |       |        |         |       |       |         |         |      
|Income (loss) from discontinued operations, net
	of tax |                                                         |                                       | 1              |                   |       |        | (351   | )     |       |        | 2,912   |       |       |         | 10,545  |      
|                                                        |                                                         |                                       |                |                   |       |        |        |       |       |        |         |       |       |         |         |      
|Loss before cumulative effect of accounting change      |                                                         |                                       | (1,794         | )                 |       |        | (3,920 | )     |       |        | (8,367  | )     |       |         | (1,672  | )    
|Cumulative effect of accounting change, net of tax      |                                                         |                                       |               |                   |       |        |       |       |       |        |        |       |       |         | (37,684 | )    
|                                                        |                                                         |                                       |                |                   |       |        |        |       |       |        |         |       |       |         |         |      
|                                                        |                                                         |                                       | Net loss       |                   | $     | (1,794 | )      |       | $     | (3,920 | )       |       | $     | (8,367  | )       |       | $     | (39,356 | )
|                                                        |                                                         |                                       |                |                   |       |        |        |       |       |        |         |       |       |         |         |      
|Basic net (loss) income per common share:               |                                                         |                                       |                |                   |       |        |        |       |       |        |         |       |       |         |         |      
|                                                        | Loss from continuing operations                         |                                       | $              | (0.06             | )     |        | $      | (0.12 | )     |        | $       | (0.38 | )     |         | $       | (0.41 | )    
|                                                        | Income (loss) from discontinued operations,
	net of tax |                                       |                |                  |       |        |        | (0.01 | )     |        |         | 0.10  |       |         |         | 0.35  |      
|                                                        | Cumulative effect of accounting change, net of tax      |                                       |                |                  |       |        |        |      |       |        |         |      |       |         |         | (1.26 | )    
|                                                        |                                                         |                                       |                |                   |       |        |        |       |       |        |         |       |       |         |         |      
|                                                        |                                                         | Net loss                              |                | $                 | (0.06 | )      |        | $     | (0.13 | )      |         | $     | (0.28 | )       |         | $     | (1.32 | )      
|                                                        |                                                         |                                       |                |                   |       |        |        |       |       |        |         |       |       |         |         |      
|Weighted average shares outstanding                     |                                                         |                                       | 29,914         |                   |       |        | 29,882 |       |       |        | 29,907  |       |       |         | 29,836  |      

See notes to consolidated financial statements.

3



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##### 



PER-SE TECHNOLOGIES, INC. AND
SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)


|                                                                                            |                                                                                         |                                |                                                        |        |        |         |         |         |         |         |  
|------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------- | ------------------------------ | ------------------------------------------------------ | ------ | ------ | ------- | ------- | ------- | ------- | ------- | -
|                                                                                            |                                                                                         |                               
|                                                                                            |                                                                                         | Nine Months Ended             
|                                                                                            |                                                                                         | September 30,                 
|                                                                                            |                                                                                         |                               
|                                                                                            |                                                                                         | 2001                           |                                                        | 2000  
|                                                                                            |                                                                                         |                                |                                                        |       
|                                                                                            |                                                                                         |                               
|                                                                                            |                                                                                         | (In thousands)                
|Cash Flows From Operating
	Activities:                                                      |                                                                                         |                                |                                                        |        |        |         |         |        
|Net loss                                                                                    |                                                                                         | $                              | (8,367                                                 | )      |        | $       | (39,356 | )      
|Adjustments to reconcile net loss to net cash
	provided by (used for) operating activities: |                                                                                         |                                |                                                        |        |        |         |         |        
|                                                                                            | Depreciation and amortization                                                           |                                |                                                        | 19,232 |        |         |         | 19,369  |        
|                                                                                            | Income from discontinued operations                                                     |                                |                                                        | (2,912 | )      |         |         | (10,545 | )      
|                                                                                            | Cumulative effect of accounting change                                                  |                                |                                                        |       |        |         |         | 37,684  |        
|                                                                                            | Changes in assets and liabilities, excluding
	effects of acquisitions and divestitures: |                                |                                                        |        |        |         |         |         |        
|                                                                                            |                                                                                         | Restricted cash                |                                                        |        | 1,080  |         |         |         | (3,384  | )      
|                                                                                            |                                                                                         | Accounts receivable, billed    |                                                        |        | 1,985  |         |         |         | (2,665  | )      
|                                                                                            |                                                                                         | Accounts receivable, unbilled  |                                                        |        | 2,502  |         |         |         | 1,420   |        
|                                                                                            |                                                                                         | Accounts payable               |                                                        |        | (5,534 | )       |         |         | (2,152  | )      
|                                                                                            |                                                                                         | Accrued compensation           |                                                        |        | 434    |         |         |         | (7,699  | )      
|                                                                                            |                                                                                         | Accrued expenses               |                                                        |        | (3,111 | )       |         |         | (11,501 | )      
|                                                                                            |                                                                                         | Accrued litigation settlements |                                                        |        | (1,602 | )       |         |         | (2,334  | )      
|                                                                                            |                                                                                         | Deferred revenue               |                                                        |        | (636   | )       |         |         | (1,379  | )      
|                                                                                            |                                                                                         | Other, net                     |                                                        |        | 1,316  |         |         |         | 2,019   |        
|                                                                                            |                                                                                         |                                |                                                        |        |        |         |         |        
|                                                                                            |                                                                                         |                                | Net cash provided by (used for) continuing
	operations |        |        | 4,387   |         |         |         | (20,523 | )
|                                                                                            |                                                                                         |                                | Net cash provided by discontinued operations           |        |        | 2,943   |         |         |         |        |  
|                                                                                            |                                                                                         |                                |                                                        |        |        |         |         |        
|                                                                                            |                                                                                         |                                | Net cash provided by (used for) operating
	activities  |        |        | 7,330   |         |         |         | (20,523 | )
|                                                                                            |                                                                                         |                                |                                                        |        |        |         |         |        
|Cash Flows From Investing
	Activities:                                                      |                                                                                         |                                |                                                        |        |        |         |         |        
|Purchases of property and equipment                                                         |                                                                                         |                                | (2,716                                                 | )      |        |         | (8,991  | )      
|Software development costs                                                                  |                                                                                         |                                | (4,630                                                 | )      |        |         | (4,827  | )      
|Proceeds from sale of property and equipment                                                |                                                                                         |                                | 1,527                                                  |        |        |         | 5,655   |        
|Net proceeds from sale of subsidiaries                                                      |                                                                                         |                                |                                                       |        |        |         | 10,545  |        
|Acquisitions, net of cash acquired                                                          |                                                                                         |                                | (10,857                                                | )      |        |         | (1,051  | )      
|Other                                                                                       |                                                                                         |                                | (31                                                    | )      |        |         |        |        
|                                                                                            |                                                                                         |                                |                                                        |        |        |         |         |        
|                                                                                            |                                                                                         |                                | Net cash (used for) provided by investing
	activities  |        |        | (16,707 | )       |         |         | 1,331   |  
|                                                                                            |                                                                                         |                                |                                                        |        |        |         |         |        
|Cash Flows From Financing
	Activities:                                                      |                                                                                         |                                |                                                        |        |        |         |         |        
|Proceeds from issuance of stock                                                             |                                                                                         |                                |                                                       |        |        |         | 292     |        
|Proceeds from the exercise of stock options                                                 |                                                                                         |                                | 64                                                     |        |        |         | 302     |        
|Payments of debt                                                                            |                                                                                         |                                | (57                                                    | )      |        |         | (35     | )      
|Deferred financing costs                                                                    |                                                                                         |                                | (228                                                   | )      |        |         | (61     | )      
|                                                                                            |                                                                                         |                                |                                                        |        |        |         |         |        
|                                                                                            |                                                                                         |                                | Net cash (used for) provided by financing
	activities  |        |        | (221    | )       |         |         | 498     |  
|                                                                                            |                                                                                         |                                |                                                        |        |        |         |         |        
|Cash and Cash Equivalents:                                                                  |                                                                                         |                                |                                                        |        |        |         |         |        
|Net change                                                                                  |                                                                                         |                                | (9,598                                                 | )      |        |         | (18,694 | )      
|Balance at beginning of period                                                              |                                                                                         |                                | 30,970                                                 |        |        |         | 74,354  |        
|                                                                                            |                                                                                         |                                |                                                        |        |        |         |         |        
|Balance at end of period                                                                    |                                                                                         | $                              | 21,372                                                 |        |        | $       | 55,660  |        
|                                                                                            |                                                                                         |                                |                                                        |        |        |         |         |        

See notes to consolidated financial statements.

4



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##### 



PER-SE TECHNOLOGIES, INC. AND
SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)




|        |                      
|------- | ---------------------
|Note 1. | Basis of Presentation

The accompanying unaudited, condensed,
consolidated financial statements of Per-Se Technologies, Inc.
(the Company) are presented in accordance with the
requirements of Form 10-Q and Rule 10-01 of
Regulation S-X. For further information, the reader of this
Form 10-Q may wish to refer to the audited, consolidated
financial statements of the Company for the fiscal year ended
December 31, 2000 included in the Companys Annual
Report on Form 10-K filed March 23, 2001 with the
Securities and Exchange Commission.

The unaudited, condensed, financial information
has been prepared in accordance with the Companys
customary accounting policies and practices. In the opinion of
management, all adjustments, consisting of normal, recurring
adjustments considered necessary for a fair presentation of
results for the interim period, have been included.

The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues and
expenses. Actual results could differ from those estimates.

Basic net loss per common share is based on the
weighted average number of shares of common stock outstanding
during the period. All stock options and warrants have been
excluded from the calculation of diluted net loss per share
because all such securities are antidilutive for the periods
presented. Diluted earnings per share is not presented since the
Company has a net loss from continuing operations.

Activity related to the Medaphis Services
Corporation (Hospital Services) and Impact
Innovations Group (Impact) businesses, which were
sold in 1998 and 1999, respectively, has been presented as
discontinued operations for all periods presented.



|        |                              
|------- | -----------------------------
|Note 2. | New Accounting Pronouncements

On July 20, 2001, the Financial Accounting
Standards Board issued Statement No. 142 Goodwill and
Other Intangible Assets(SFAS 142). Under
SFAS 142, goodwill and indefinite lived intangible assets
are no longer amortized but are reviewed annually for
impairment. The Company is currently evaluating the impact of
the newly issued standard on its financial statements and
expects to adopt the standard on January 1, 2002.



|        |                
|------- | ---------------
|Note 3. | Restricted Cash

At September 30, 2001, restricted cash
primarily represents restrictions on $4.5 million of the
Companys cash as security for certain of the
Companys letters of credit. The remaining balance
represents amounts held in escrow and amounts collected on
behalf of certain clients, a portion of which is held in trust
until remitted to such clients.



|        |             
|------- | ------------
|Note 4. | Acquisitions

On April 27, 2001, the Company acquired all
of the assets of Virtual Information Systems, Inc.
(VIS) for consideration of $7.0 million cash.
The purchase agreement also provides for a purchase price
adjustment of up to $1.5 million payable in cash should VIS
meet certain financial targets over the twelve months following
the date of acquisition. VISs core product, Virtual
Remittance Processing System, is an automated remittance
processing solution, which ensures accurate and efficient
processing of cash collections.

Additionally, on April 27, 2001, the Company
acquired all of the assets of Officemed.com LLC
(OfficeMed) for consideration of $3.25 million
cash. OfficeMed offers a web-based application service provider
(ASP) solution which gives healthcare and payer
organizations the ability to perform secure, real-time benefits
inquiries against patients insurance plans ensuring
eligibility at the point-of-care.

5



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##### 



PER-SE TECHNOLOGIES, INC. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

On December 8, 2000, the Company acquired
all of the issued and outstanding shares of capital stock of
Health Data Services, Inc. and its affiliate company, Patient
Account Management Services, Inc. (HDS/PAMS) for
approximately $25 million in cash. HDS/PAMS offers fully
integrated electronic medical claims clearing and other services
for hospitals and integrated delivery networks.

The HDS/PAMS, VIS and OfficeMed acquisitions were
recorded using the purchase method of accounting and,
accordingly, the purchase price has been preliminarily allocated
to the assets acquired and the liabilities assumed based on
their estimated fair market value at the date of acquisition. On
a preliminary basis, approximately $32.5 million of the
purchase price has been allocated to goodwill. The operating
results of HDS/PAMS, VIS and OfficeMed, which were not material
to the Companys operations, are included in the
Companys Consolidated Statements of Operations from the
date of acquisition in the e-Health Solutions business segment.

On February 9, 2000, the Company acquired
the outstanding capital stock of Knowledgeable Healthcare
Solutions, Inc. (KHS). The purchase agreement
provides for a purchase price adjustment of up to
$6.0 million, payable in cash and the Companys common
stock, should KHS meet certain financial targets over the three
years following the acquisition. The Company was required under
the purchase agreement to make a purchase price adjustment in
April 2001 totaling $0.1 million, 25% of which was paid
through the issuance of the Companys common stock.



|        |                                          
|------- | -----------------------------------------
|Note 5. | Discontinued Operations and
	Divestitures

In January of 1998, SCI Management Corporation
(SCI) filed a complaint against the commercial
division of Impact. The Company paid a total of $5.3 million in
settlement of the complaint. In May of 2001, the Company
received an insurance settlement related to the SCI matter of
approximately $3 million.

On November 30, 1998, the Company completed
the sale of Hospital Services to NCO Group, Inc.
(NCO) for initial consideration of
$107.5 million. On May 5, 2000, the Company received a
purchase price adjustment of $10.0 million cash from NCO
based on Hospital Services achievement of various
operational targets in 1999. The purchase price adjustment
resulted in the recognition of an additional gain of
approximately $9.2 million.

On December 17, 1999, the government
division of Impact was sold to J3 Technology Services Corp.
for $46.5 million, including a purchase price adjustment of
$1.5 million received on March 30, 2000 based on the
divisions tangible net worth at closing. The purchase
price adjustment resulted in the recognition of an additional
gain of $1.5 million.

Pursuant to APB No. 30, Reporting the
Results of Operations  Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions,the
consolidated financial statements of the Company have been
presented to reflect both Hospital Services and Impact as
discontinued operations for all periods presented.



|        |                                        
|------- | ---------------------------------------
|Note 6. | Cumulative Effect of Accounting
	Change

On December 3, 1999, the Securities and
Exchange Commission (the Commission) issued Staff
Accounting Bulletin Number 101, Revenue Recognition in
Financial Statements(SAB 101).
SAB 101 summarizes certain of the Commissions views
in applying generally accepted accounting principles to revenue
recognition in financial statements. SAB 101 provides
interpretative guidance on the unbilled accounts receivable and
related revenue recognition within the Companys industry.
Therefore, consistent with the Commissions guidance and
changing industry practice, the Company began recognizing
revenue in its Physician Services segment on an as
billed basis January 1, 2000. This change did not
significantly impacted annual recognized revenue amounts and had
no effect on cash flow.

6



---



##### 



PER-SE TECHNOLOGIES, INC. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

The change in accounting method resulted in the
elimination of $37.7 million of unbilled accounts
receivable. The one-time, cumulative non-cash expense in the
Companys statement of operations for the nine months ended
September 30, 2000 reflects the $22.7 million
elimination of the unbilled accounts receivable on a net of tax
basis and a corresponding $15.0 million increase in the
Companys deferred tax valuation allowance.



|        |              
|------- | -------------
|Note 7. | Legal Matters

The Company is subject to claims, litigation and
official billing inquiries in the ordinary course of its
business. Within the Companys industry, federal and state
civil and criminal laws govern medical billing and collection
activities. These laws provide for various fines, penalties,
damages, assessments and sanctions for violations, including
possible exclusion from federal and state healthcare programs.

The Company believes that it has meritorious
defenses to the claims and other issues asserted in pending
legal matters. There can be no assurance that pending or future
claims, government investigations, and legal matters will not
have an adverse effect on the Company. Since the Company is
often unable to estimate a range of awards or losses, if any, in
pending legal matters, amounts thereof have not been reflected
in the financial statements unless estimable and probable.



|        |                            
|------- | ---------------------------
|Note 8. | Process Improvement Project

The Company incurred approximately
$3.4 million of expense in the nine months ended
September 30, 2001 associated with the implementation of a
process improvement project within the Physician Services
segment (the Project). The Project installs a
formalized set of productivity and quality measures, workflow
processes and a management operating system in certain of the
Companys major processing centers. The Project focuses on
productivity improvements that result in both improved client
service for the segments clients as well as improved
profitability for the segment. The costs associated with the
Project primarily consist of professional fees paid to outside
consultants retained exclusively for implementation of the
Project. The Project is now complete and all costs have been
incurred as of September 30, 2001.



|        |                       
|------- | ----------------------
|Note 9. | Non-Recurring Expenses

During the first quarter of 2001, the Company
recorded a severance expense of approximately $0.6 million
associated with former executive management.



|         |               
|-------- | --------------
|Note 10. | Long-Term Debt

Under the Indenture governing the 9  1/2%
$175 million of Senior Notes due 2005 (the
Notes), the balance of net proceeds, as defined,
from the sale of any assets having a fair value in excess of
$1.0 million must be invested in the Companys
business within 360 days of receipt of proceeds related to
the sale. As of September 30, 2001, the Company did not
have uninvested net proceeds (as defined by the Indenture
governing the Notes) related to the sale of non-core operations
and other assets.

The Company entered into a $50 million
credit facility (the Credit Facility) on
April 6, 2001. Availability under the Credit Facility is
determined by a borrowing base calculated based on eligible
billed accounts receivable of the Borrowing Base Parties, as
defined in the Credit Facility. The Company has the option of
making LIBOR based loans or index rate
loans under the Credit Facility. LIBOR based loans bear interest
at LIBOR plus amounts ranging from 1.85% to 2.65% based on the
Companys leverage ratio, as defined in the Credit
Facility, after the first year. Index rate loans bear interest
at rates approximating Prime plus amounts ranging from 0.35% to
1.15% based on the Companys leverage ratio, as defined,
after the first year. LIBOR based loans bear interest at LIBOR
plus 2.50% and index rate loans bear interest at rates

7



---



##### 



PER-SE TECHNOLOGIES, INC. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

approximating Prime plus 1.0% for the first
twelve months of the Credit Facility. In addition the Company
pays a quarterly commitment fee on the unused portion of the
Credit Facility of 0.375% per annum.

The Credit Facility contains financial and other
restrictive covenants, including, without limitation, those
restricting the incurrence of additional indebtedness, creation
of liens, payment of dividends, sales of assets, stock
offerings, capital expenditures and prepayment of the Notes and
those requiring maintenance of minimum EBITDA, as defined, and
minimum fixed charge coverage, as defined. The initial term of
the Credit Facility is 42 months. The Company and the
lender can mutually agree to extend this term by 18 months
if certain conditions have been met. The Company intends to use
the Credit Facility for future investments in its operations
including capital expenditures, acquisitions and other general
corporate purposes, as needed. There are no outstanding
borrowings under the Credit Facility.



|         |             
|-------- | ------------
|Note 11. | Income Taxes

As of September 30, 2001, the Company has a
net deferred tax asset, which is fully offset by a valuation
allowance. Realization of the net deferred tax asset is
dependent upon the Company generating sufficient taxable income
prior to the expiration of the federal net operating loss
carryforwards. The Company will adjust this valuation reserve
accordingly, if during future periods, management believes the
Company will generate sufficient taxable income to realize the
net deferred tax asset.

The Company recognized a $1.2 million tax
benefit in the nine months ended September 30, 2000 related
to a state income tax refund.



|         |                  
|-------- | -----------------
|Note 12. | Segment Reporting

The Companys reportable segments are
operating units that offer different services and products.
Per-Se provides its services and products through its three
operating segments: Physician Services, Application Software and
e-Health Solutions.

Physician Services provides business management
outsourcing services to hospital-affiliated physician practices,
physicians in academic settings and other large physician
practices. Services include clinical data collection, data
input, medical coding, billing, contract management, cash
collections and accounts receivable management. These services
are designed to assist healthcare providers with the business
management functions associated with the delivery of healthcare
services, allowing physicians and hospital staff to focus on
providing quality patient care. These services also assist
physicians in improving cash flows and reducing administrative
costs and burdens.

The Application Software segment provides
enterprise-wide financial and clinical software to acute care
healthcare organizations, including patient and staff
scheduling, clinical information systems and patient financial
management software. These applications enable healthcare
organizations to simultaneously optimize the quality of care
delivered and the profitability of business operations.

The e-Health Solutions segment provides
healthcare providers and payers with connectivity and business
intelligence solutions that help reduce administrative costs and
enhance revenue cycle management. Solutions include electronic
claims processing, referral submissions, eligibility
verification and other electronic and paper transaction
processing. In addition, e-Health Solutions offers physician
practice management software as Application Service Provider
(ASP) to physician practices and managed care
solutions to payers in ASP, turnkey or outsourced formats.

The Company evaluates each segments
performance based on segment profit or loss. The e-Health
Solutions segment revenue includes intersegment revenues for
services provided to the Physicians Services segment which are
shown in Eliminations to reconcile to total consolidated revenue.

8



---



##### 



PER-SE TECHNOLOGIES, INC. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

Information concerning the Companys
reportable operating segments is as follows:

|                                                        |                      |                    |        |                   |   |      |        |        |   |   |         |         |   |   |         |         |  
|------------------------------------------------------- | -------------------- | ------------------ | ------ | ----------------- | - | ---- | ------ | ------ | - | - | ------- | ------- | - | - | ------- | ------- | -
|                                                        |                      |                    |        |                  
|                                                        |                      | Three Months Ended |        | Nine Months Ended
|                                                        |                      | September 30,      |        | September 30,    
|                                                        |                      |                    |        |                  
|                                                        |                      | 2001               |        | 2000              |   | 2001 |        | 2000  
|                                                        |                      |                    |        |                   |   |      |        |       
|                                                        |                      |                   
|                                                        |                      | (In thousands)    
|Revenue:                                                |                      |                    |        |                   |   |      |        |        |   |   |         |         |   |   |         |        
|                                                        | Physician Services   |                    | $      | 55,488            |   |      | $      | 55,042 |   |   | $       | 167,940 |   |   | $       | 171,633 |  
|                                                        | Application Software |                    |        | 14,360            |   |      |        | 14,719 |   |   |         | 43,779  |   |   |         | 44,322  |  
|                                                        | e-Health Solutions   |                    |        | 14,980            |   |      |        | 8,365  |   |   |         | 41,792  |   |   |         | 25,452  |  
|                                                        | Eliminations         |                    |        | (2,943            | ) |      |        | (2,745 | ) |   |         | (8,415  | ) |   |         | (8,318  | )
|                                                        |                      |                    |        |                   |   |      |        |        |   |   |         |         |   |   |         |        
|                                                        |                      | $                  | 81,885 |                   |   | $    | 75,381 |        |   | $ | 245,096 |         |   | $ | 233,089 |        
|                                                        |                      |                    |        |                   |   |      |        |        |   |   |         |         |   |   |         |        
|Segment profit (loss)(1):                               |                      |                    |        |                   |   |      |        |        |   |   |         |         |   |   |         |        
|                                                        | Physician Services   |                    | $      | 3,744             |   |      | $      | 1,889  |   |   | $       | 8,094   |   |   | $       | 4,593   |  
|                                                        | Application Software |                    |        | 1,154             |   |      |        | 1,026  |   |   |         | 3,519   |   |   |         | 1,297   |  
|                                                        | e-Health Solutions   |                    |        | 1,715             |   |      |        | 587    |   |   |         | 2,705   |   |   |         | 2,492   |  
|                                                        | Corporate            |                    |        | (2,684            | ) |      |        | (3,359 | ) |   |         | (8,364  | ) |   |         | (10,319 | )
|                                                        |                      |                    |        |                   |   |      |        |        |   |   |         |         |   |   |         |        
|                                                        |                      |                    | 3,929  |                   |   |      | 143    |        |   |   | 5,954   |         |   |   | (1,937  | )      
|                                                        |                      |                    |        |                   |   |      |        |        |   |   |         |         |   |   |         |        
|Interest expense, net                                   |                      |                    | (4,385 | )                 |   |      | (3,601 | )      |   |   | (12,742 | )       |   |   | (10,913 | )      
|Process improvement project and non-recurring
	expenses |                      |                    | (1,217 | )                 |   |      |       |        |   |   | (4,016  | )       |   |   |        |        
|                                                        |                      |                    |        |                   |   |      |        |        |   |   |         |         |   |   |         |        
|Loss before income taxes                                |                      | $                  | (1,673 | )                 |   | $    | (3,458 | )      |   | $ | (10,804 | )       |   | $ | (12,850 | )      
|                                                        |                      |                    |        |                   |   |      |        |        |   |   |         |         |   |   |         |        
|Depreciation and amortization:                          |                      |                    |        |                   |   |      |        |        |   |   |         |         |   |   |         |        
|                                                        | Physician Services   |                    | $      | 2,670             |   |      | $      | 2,916  |   |   | $       | 8,536   |   |   | $       | 10,026  |  
|                                                        | Application Software |                    |        | 1,781             |   |      |        | 1,932  |   |   |         | 5,387   |   |   |         | 5,459   |  
|                                                        | e-Health Solutions   |                    |        | 1,616             |   |      |        | 619    |   |   |         | 4,457   |   |   |         | 1,860   |  
|                                                        | Corporate            |                    |        | 239               |   |      |        | 648    |   |   |         | 852     |   |   |         | 2,024   |  
|                                                        |                      |                    |        |                   |   |      |        |        |   |   |         |         |   |   |         |        
|                                                        |                      | $                  | 6,306  |                   |   | $    | 6,115  |        |   | $ | 19,232  |         |   | $ | 19,369  |        
|                                                        |                      |                    |        |                   |   |      |        |        |   |   |         |         |   |   |         |        
|Capital expenditures:                                   |                      |                    |        |                   |   |      |        |        |   |   |         |         |   |   |         |        
|                                                        | Physician Services   |                    | $      | 501               |   |      | $      | 655    |   |   | $       | 1,136   |   |   | $       | 4,730   |  
|                                                        | Application Software |                    |        | 79                |   |      |        | 354    |   |   |         | 259     |   |   |         | 1,232   |  
|                                                        | e-Health Solutions   |                    |        | 574               |   |      |        | 303    |   |   |         | 1,273   |   |   |         | 1,964   |  
|                                                        | Corporate            |                    |        | 42                |   |      |        | 29     |   |   |         | 49      |   |   |         | 1,065   |  
|                                                        |                      |                    |        |                   |   |      |        |        |   |   |         |         |   |   |         |        
|                                                        |                      | $                  | 1,196  |                   |   | $    | 1,341  |        |   | $ | 2,717   |         |   | $ | 8,991   |        
|                                                        |                      |                    |        |                   |   |      |        |        |   |   |         |         |   |   |         |        

9



---



##### 



PER-SE TECHNOLOGIES, INC. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

|                     |                      |                |         |              |  |   |         |        | 
|-------------------- | -------------------- | -------------- | ------- | ------------ |  | - | ------- | ------ | 
|                     |                      |               
|                     |                      | As of         
|                     |                      |               
|                     |                      | September 30,  |         | December 31,
|                     |                      | 2001           |         | 2000        
|                     |                      |                |         |             
|                     |                      |               
|                     |                      | (In thousands)
|Identifiable Assets: |                      |                |         |              |  |   |         |       
|                     | Physician Services   |                | $       | 59,657       |  |   | $       | 70,241 | 
|                     | Application Software |                |         | 35,977       |  |   |         | 54,488 | 
|                     | e-Health Solutions   |                |         | 64,220       |  |   |         | 44,033 | 
|                     | Corporate            |                |         | 34,058       |  |   |         | 45,364 | 
|                     |                      |                |         |              |  |   |         |       
|                     |                      | $              | 193,912 |              |  | $ | 214,126 |       
|                     |                      |                |         |              |  |   |         |       



---



|    |                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------
|(1) | Operating profit before process improvement
	project costs, non-recurring expenses and net interest expense.

10



---



##### 



Item 2.     Managements Discussion and Analysis of Financial Condition
and Results of Operations

General

Per-Se Technologies, Inc. (the
Company), a corporation organized in 1985 under the
laws of the State of Delaware, is a global leader in delivering
technology-enabled business management outsourcing services,
financial and clinical software solutions and Internet-enabled
e-health solutions to healthcare providers and payers. Per-Se
delivers its services and products through its three operating
segments: Physician Services, Application Software and e-Health
Solutions.

Physician Services provides business management
outsourcing services to hospital-affiliated physician practices,
physicians in academic settings and other large physician
practices. Services include clinical data collection, data
input, medical coding, billing, contract management, cash
collections and accounts receivable management. These services
are designed to assist healthcare providers with the business
management functions associated with the delivery of healthcare
services, allowing physicians and hospital staff to focus on
providing quality patient care. These services also assist
physicians in improving cash flows and reducing administrative
costs and burdens.

The Application Software segment provides
enterprise-wide financial and clinical software to acute care
healthcare organizations, including patient and staff
scheduling, clinical information systems and patient financial
management software. These applications enable healthcare
organizations to simultaneously optimize the quality of care
delivered and the profitability of business operations.

The e-Health Solutions segment provides
healthcare providers and payers with connectivity and business
intelligence solutions that help reduce administrative costs and
enhance revenue cycle management. Solutions include electronic
claims processing, referral submissions, eligibility
verification and other electronic and paper transaction
processing. In addition, e-Health Solutions offers physician
practice management software as Application Service Provider
(ASP) to physician practices and managed care
solutions to payers in ASP, turnkey or outsourced formats.

Per-Se markets its products and services
primarily to integrated healthcare delivery networks
(IDNs), hospitals, hospital-affiliated physician
practices and payer organizations.

Results of Operations



| |                                                                                             
| | --------------------------------------------------------------------------------------------
| | Three months ended September 30, 2001
	as compared to three months ended September 30,
	2000

Revenue.Revenue
classified by the Companys reportable segments is as
follows:

|                     |  |                    |        |      |  |   |        |  
|-------------------- |  | ------------------ | ------ | ---- |  | - | ------ | -
|                     |  |                   
|                     |  | Three Months Ended
|                     |  | September 30,     
|                     |  |                   
|                     |  | 2001               |        | 2000
|                     |  |                    |        |     
|                     |  |                   
|                     |  | (In thousands)    
|Physician Services   |  | $                  | 55,488 |      |  | $ | 55,042 |  
|Application Software |  |                    | 14,360 |      |  |   | 14,719 |  
|e-Health Solutions   |  |                    | 14,980 |      |  |   | 8,365  |  
|Eliminations         |  |                    | (2,943 | )    |  |   | (2,745 | )
|                     |  |                    |        |      |  |   |        |  
|                     |  | $                  | 81,885 |      |  | $ | 75,381 |  
|                     |  |                    |        |      |  |   |        |  

Physician Services revenue increased
slightly for the three months ended September 30, 2001 as
compared to the same period in 2000 due to substantially lower
client discontinuances in 2001 and moderate improvement in the
Companys customers accounts receivable.

Application Softwares revenue decreased
slightly for the three months ended September 30, 2001 as
compared to the same period in 2000. The decrease is
attributable to lower sales in the second quarter of 2001 versus
the second quarter of 2000 and the timing of implementations,
which impacts revenue recognition under percentage-of-completion
accounting.

11



---



##### 



e-Health Solutions revenue increased
approximately 79% for the three months ended September 30,
2001 as compared to the same period in 2000. The increase is the
result of increased revenue from the recent acquisitions of
HDS/PAMS, VIS and OfficeMed as well as increased transaction
volume from the existing client base.

Segment Profit.Segment profit, which is operating profit excluding the process
improvement project costs, non-recurring expenses, and net
interest expense, classified by the Companys reportable
operating segments is as follows:

|                     |  |                    |        |      |  |   |        |  
|-------------------- |  | ------------------ | ------ | ---- |  | - | ------ | -
|                     |  |                   
|                     |  | Three Months Ended
|                     |  | September 30,     
|                     |  |                   
|                     |  | 2001               |        | 2000
|                     |  |                    |        |     
|                     |  |                   
|                     |  | (In thousands)    
|Physician Services   |  | $                  | 3,744  |      |  | $ | 1,889  |  
|Application Software |  |                    | 1,154  |      |  |   | 1,026  |  
|e-Health Solutions   |  |                    | 1,715  |      |  |   | 587    |  
|Corporate            |  |                    | (2,684 | )    |  |   | (3,359 | )
|                     |  |                    |        |      |  |   |        |  
|                     |  | $                  | 3,929  |      |  | $ | 143    |  
|                     |  |                    |        |      |  |   |        |  

The 98% increase in Physician Services
segment profit for the three months ended September 30,
2001 as compared to the same period in 2000 is attributable to
the productivity initiatives in the division, including the
Process Improvement Project, which have increased productivity
and resulted in cost savings.

The increase in Application Softwares
segment profit for the three months ended September 30,
2001 as compared to the same period in 2000 is attributable to
the Companys cost containment measures, specifically in
salaries and wages, outside services and travel expenses.

The increase in e-Health Solutions segment
profit for the three months ended September 30, 2001 as
compared to the same period in 2000 is attributable to the
acquisitions previously mentioned and increased volume from
existing customers which were partially offset by increased
spending in preparation for future growth.

The decrease in Corporate overhead for the three
months ended September 30, 2001 as compared to the same period
in 2000 is attributable to managements commitment to
reduce costs where feasible and to create more efficient
processes.

Interest.Net
interest expense was $4.4 million for the three months
ended September 30, 2001 as compared with $3.6 million
for the same period in 2000. The increase is attributable to a
reduction in interest income due to lower cash balances
resulting from investments in strategic acquisitions and a
decrease in investment rates available.

Income Taxes.Income
tax expense, which was primarily related to state income taxes,
was $0.1 million for the three months ended
September 30, 2001 as compared to income tax expense of
$0.1 million for the same period in 2000. As of
September 30, 2001, the Company has a net deferred tax
asset, which is fully offset by a valuation allowance.
Realization of the net deferred tax asset is dependent upon the
Company generating sufficient taxable income prior to the
expiration of the federal net operating loss carryforwards. The
Company will adjust this valuation reserve accordingly if,
during future periods, management believes the Company will
generate sufficient taxable income to realize the net deferred
tax asset.

12



---



##### 





| |                                                                                           
| | ------------------------------------------------------------------------------------------
| | Nine months ended September 30, 2001
	as compared to nine months ended September 30,
	2000

Revenue.Revenue
classified by the Companys reportable segments is as
follows:

|                     |  |                   |         |      |  |   |         |  
|-------------------- |  | ----------------- | ------- | ---- |  | - | ------- | -
|                     |  |                  
|                     |  | Nine Months Ended
|                     |  | September 30,    
|                     |  |                  
|                     |  | 2001              |         | 2000
|                     |  |                   |         |     
|                     |  |                  
|                     |  | (In thousands)   
|Physician Services   |  | $                 | 167,940 |      |  | $ | 171,633 |  
|Application Software |  |                   | 43,779  |      |  |   | 44,322  |  
|e-Health Solutions   |  |                   | 41,792  |      |  |   | 25,452  |  
|Eliminations         |  |                   | (8,415  | )    |  |   | (8,318  | )
|                     |  |                   |         |      |  |   |         |  
|                     |  | $                 | 245,096 |      |  | $ | 233,089 |  
|                     |  |                   |         |      |  |   |         |  

Physician Services revenue decreased
slightly for the nine months ended September 30, 2001 as
compared to the same period in 2000. The decline is due to a
higher level of client-initiated discontinuances in 2000 versus
2001. This decline was offset by new sales in 2000 and 2001 and
an improvement in the Companys customers accounts
receivable which has resulted in one-time improvements in the
segments revenue cycle. The rate of client-initiated
discontinuances has declined throughout 2001.

Application Softwares revenue for the nine
months ended September 30, 2001 was essentially flat as
compared to the same period in 2000.

e-Health Solutions revenue increased
approximately 64% for the nine months ended September 30,
2001 as compared to the same period in 2000. The increase is the
result of increased revenue from the recent acquisitions of HDS/
PAMS, VIS and OfficeMed as well as increased transaction volume
from the existing client base.

Segment Profit
(Loss).Segment profit (loss), which
is operating profit excluding the process improvement project
costs, non-recurring expenses, and net interest expense,
classified by the Companys reportable operating segments
is as follows:

|                     |  |                   |        |      |  |   |         |  
|-------------------- |  | ----------------- | ------ | ---- |  | - | ------- | -
|                     |  |                  
|                     |  | Nine Months Ended
|                     |  | September 30,    
|                     |  |                  
|                     |  | 2001              |        | 2000
|                     |  |                   |        |     
|                     |  |                  
|                     |  | (In thousands)   
|Physician Services   |  | $                 | 8,094  |      |  | $ | 4,593   |  
|Application Software |  |                   | 3,519  |      |  |   | 1,297   |  
|e-Health Solutions   |  |                   | 2,705  |      |  |   | 2,492   |  
|Corporate            |  |                   | (8,364 | )    |  |   | (10,319 | )
|                     |  |                   |        |      |  |   |         |  
|                     |  | $                 | 5,954  |      |  | $ | (1,937  | )
|                     |  |                   |        |      |  |   |         |  

The 76% increase in Physician Services
segment profit for the nine months ended September 30, 2001
as compared to the same period in 2000 is attributable to the
cost savings realized from the productivity initiatives in the
division.

The increase in Application Softwares
segment profit for the nine months ended September 30, 2001
as compared to the same period in 2000 is attributable to
reduced operating expenses that resulted from managements
continued focus on cost containment, specifically salaries and
wages, contract labor, travel expenses, and outside services.

The increase in e-Health Solutions segment
profit for the nine months ended September 30, 2001 as
compared to the same period in 2000 is attributable to the
growth from recent acquisitions and increased volume from
existing customers which were partially offset by HDS/PAMS
transition costs incurred in the first quarter of 2001 and
spending incurred in preparation for future growth.

13



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The decrease in Corporate overhead for the nine
months ended September 30, 2001 as compared to the same
period in 2000 is attributable to managements commitment
to reduce costs where feasible and create more efficient
processes.

Process Improvement
Project.The Company incurred
approximately $3.4 million of expense in the nine months ended
September 30, 2001 associated with the implementation of a
process improvement project within the Physician Services
segment (the Project). The Project installs a
formalized set of productivity and quality measures, workflow
processes and a management operating system in certain of the
Companys major processing centers. The Project focuses on
productivity improvements that result in both improved client
service for the segments clients as well as improved
profitability for the segment. The costs associated with the
Project primarily consist of professional fees paid to outside
consultants retained exclusively for implementation of the
Project. The first phase of the Project, which involved
implementation in twelve processing centers, is complete and all
costs for this phase have been incurred as of September 30,
2001. The Company is in the process of planning the second phase
of the Project, which will implement the productivity
improvement model in additional offices during 2002. This phase
of the Project will be implemented with internal resources, and
the Company will not incur external project costs going forward.

Interest.Net
interest expense was $12.7 million for the nine months
ended September 30, 2001 as compared with
$10.9 million for the same period in 2000. The increase is
attributable to a reduction in interest income due to lower cash
balances resulting from investments in strategic acquisitions
and a decrease in investment rates available.

Income Taxes.Income
tax expense, which was primarily related to state income taxes,
was $0.5 million for the nine months ended
September 30, 2001 as compared to an income tax benefit of
$0.6 million for the same period in 2000. The Company
recognized a $1.2 million tax benefit in the nine months
ended September 30, 2000 related to a state income tax
refund. As of September 30, 2001, the Company has a net
deferred tax asset, which is fully offset by a valuation
allowance. Realization of the net deferred tax asset is
dependent upon the Company generating sufficient taxable income
prior to the expiration of the federal net operating loss
carryforwards. The Company will adjust this valuation reserve
accordingly, if during future periods, management believes the
Company will generate sufficient taxable income to realize the
net deferred tax asset.

Discontinued Operations.In January of 1998, SCI Management
Corporation (SCI) filed a complaint against the
commercial division of Impact. The Company paid a total of
$5.3 million in settlement of the complaint. In May of
2001, the Company received an insurance settlement related to
the SCI matter of approximately $3 million.

On November 30, 1998, the Company completed
the sale of Hospital Services to NCO Group, Inc.
(NCO) for initial consideration of
$107.5 million. On May 5, 2000, the Company received a
purchase price adjustment of $10.0 million cash from NCO
based on Hospital Services achievement of various
operational targets in 1999. The purchase price adjustment
resulted in the recognition of an additional gain of
approximately $9.2 million.

On December 17, 1999 the government division
of Impact was sold to J3 Technology Services Corp. for
$46.5 million, including a purchase price adjustment of
$1.5 million received on March 30, 2000 based on the
divisions tangible net worth at closing. The purchase
price adjustment resulted in the recognition of an additional
gain of $1.5 million.

Liquidity and Capital Resources

The Company had working capital of
$20.5 million at September 30, 2001 including
$21.4 million of unrestricted cash and cash equivalents.
The $6.6 million decrease in working capital from
December 31, 2000 is primarily the result of the timing of
payments on accruals, the payment of semi-annual interest
payments required under the $175 million of 9  1/2%
Senior Notes due 2005 (the Notes) and investment in
the Companys operations, including the acquisitions of VIS
and Officemed in April 2001, offset by cash generated from
operations.

14



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##### 



As of September 30, 2001, the Company did
not have uninvested net proceeds (as defined by the Indenture
governing the Notes) related to the sale of non-core operations
and other assets.

For more information about the Companys
long-term debt, refer to Note 10 
Long-Term Debt in the Companys Notes to Consolidated
Financial Statements.

The Company believes that its current cash flow
is sufficient to permit the Company to meet its operating
expenses, service its debt requirements as they become due in
the next twelve months and for the long-term, and to invest in
the business.

Forward-Looking Statements

Certain statements included in the Notes to
Consolidated Financial Statements, Managements Discussion
and Analysis of Financial Condition and Results of Operations,
and elsewhere in this report are forward-looking
statements within the meaning of the Securities Act of
1933 and the Securities Exchange Act of 1934, as amended by the
Private Securities Litigation Reform Act of 1995, including
certain statements set forth under the captions
Note 7  Legal Matters,
Note 8  Process Improvement Project,
Note 10  Long-Term Debt and
Liquidity and Capital Resources. Forward-looking
statements include the Companys expectations with respect
to the affect of industry and regulatory changes on the
Companys customer base, the impact of operational
improvement or cost reduction initiatives, such as the process
improvement project, and the availability of capital. Although
the Company believes that the statements it has made are based
on reasonable assumptions, they are based on current information
and beliefs and, accordingly, the Company can give no assurance
that its expectations will be achieved. In addition, these
statements are subject to factors that could cause actual
results to differ materially from those suggested by the
forward-looking statements. These factors include, but are not
limited to, factors identified below under the caption
Factors That May Affect Future Results of Operations,
Financial Condition or Business. The Company disclaims any
responsibility to update any forward-looking statements.

Factors That May Affect Future Results of
Operations, Financial Condition or Business



| |                                                                                             
| | --------------------------------------------------------------------------------------------
| | Competition with Business Management
	Outsourcing Services Companies and In-house
	Providers

The business management outsourcing business,
especially surrounding the areas of billings and collections, is
highly competitive. The Company competes with regional physician
and hospital reimbursement organizations, national information
and data processing organizations, and physician groups and
hospitals that provide their own business management services.
Successful competition within this industry is dependent on
numerous industry and market conditions.

Potential industry and market changes that could
adversely affect the Companys ability to compete for
business management outsourcing services include an increase in
the number of managed care providers compared to fee-for-service
providers, and new alliances between healthcare providers and
third-party payers in which healthcare providers are employed by
such third-party payers.



| |                                                   
| | --------------------------------------------------
| | Competition with Information Technology
	Companies

The business of providing application software,
information technology and consulting services is also highly
competitive. The Company competes with national and regional
companies in this regard. Some competitors have longer operating
histories and greater financial, technical and marketing
resources than that of the Company. The Companys
successful competition within this industry is dependent on
numerous industry and market conditions.



| |                      
| | ---------------------
| | Major Client Projects

The Companys application software business
involves projects designed to reengineer customer operations
through the strategic use of imaging, client/server and other
advanced technologies. Failure to meet customers
expectations with respect to a major project could, possibly,
have the following consequences: damage the Companys
reputation and standing in this marketplace; impair its ability
to attract new

15



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##### 



client/server information technology business;
and inhibit its ability to collect for services performed on a
project.




| |                                    
| | -----------------------------------
| | Changes in the Healthcare
	Industry

The markets for the Companys software and
e-commerce products and services as well as its business
management outsourcing services are characterized by rapidly
changing technology, evolving industry standards and frequent
new product introductions. The Companys ability to keep
pace with changes in the healthcare industry may be dependent on
a variety of factors, including its ability to enhance existing
products and services, introduce new products and services
quickly and cost effectively, achieve market acceptance for new
products and services, and respond to emerging industry
standards and other technological changes.

Competitors may develop competitive products that
could adversely affect the Companys operating results. It
is possible that the Company will be unsuccessful in refining,
enhancing and developing our software and billing systems going
forward. The costs associated with refining, enhancing and
developing its software and billing systems may increase
significantly in the future. Existing software and technology
may become obsolete as a result of ongoing technological
developments in the marketplace.



| |                                  
| | ---------------------------------
| | Consolidation in the
	Marketplace

In general, consolidation initiatives in the
healthcare marketplace could result in fewer potential customers
for the Companys services. Some of these types of
initiatives include employer initiatives such as creating
purchasing cooperatives (HMOs); provider initiatives, such as
risk-sharing among healthcare providers and managed care
companies through capitated contracts; and integration among
hospitals and physicians into comprehensive delivery systems.

Continued consolidation of management and billing
services through integrated delivery systems could result in a
decrease in demand for the Companys business management
outsourcing services for particular physician practices.



| |                       
| | ----------------------
| | Government Regulations

The healthcare industry is highly regulated and
is subject to changing political, economic and regulatory
influences. For example, the Balanced Budget Act contained
significant changes to Medicare and Medicaid and began to have
its initial impact in 1998 due to limitations on reimbursement,
resulting cost containment initiatives, and effects on pricing
and demand for capital-intensive systems. These factors affect
the purchasing practices and operations of healthcare
organizations. Federal and state legislatures have periodically
considered programs to reform or amend the U.S. healthcare
system at both the federal and state level and to change
healthcare financing and reimbursement systems. These programs
may contain proposals to increase governmental involvement in
healthcare, lower reimbursement rates or otherwise change the
environment in which healthcare industry participants operate.
Current or future government regulations or healthcare reform
measures may affect our business. Healthcare industry
participants may respond by reducing their investments or
postponing investment decisions, including investments in the
Companys products and services.

Medical billing and collection activities are
governed by numerous federal and state civil and criminal laws.
Federal and state regulators increasingly use these laws to
investigate healthcare providers and companies that provide
billing and collection services. In connection with these laws,
the Company may be subjected to federal or state investigations
and possible penalties may be imposed upon the Company, false
claims litigation may be filed, private payers may file claims
against the Company, and the Company may be excluded from
Medicare, Medicaid and/or other government-funded healthcare
programs.

In the past, the Company has been the subject of
federal investigations, and it may become the subject of false
claims litigation or additional investigations relating to its
billing and collection activities. Any such proceeding or
investigation could have a material adverse effect on the
Companys business.

Currently in the area of privacy and security of
health information, numerous federal and state civil and
criminal laws govern the collection, use, storage and disclosure
of health information. Penalties for

16



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##### 



noncompliance, both criminal and civil, may be
brought by federal or state enforcement agencies. Persons who
believe their health information has been misused or disclosed
improperly may bring claims and payers who believe instances of
noncompliance with privacy and security standards have occurred
may bring administrative sanctions or remedial actions against
offending parties.


The final HIPAA rules for the standards for
electronic transactions and standards of privacy of individually
identifiable health information were published in 2000 and 2001,
respectively, with implementation deadlines of 2002 and 2003,
respectively. These rules set new or higher standards for the
healthcare industry as to handling healthcare transactions and
information and will require changes to the manner in which the
industry handles such information. The security regulations
under HIPAA are currently in the proposed stage.

Passage of HIPAA is part of a wider healthcare
reform initiative. The Company expects that healthcare reform
will continue to be widely debated. The Company also expects
that the federal government as well as state governments will
pass laws and issue regulations addressing healthcare issues and
reimbursement of healthcare providers. The Company cannot
predict whether new legislation and regulations will be enacted
and, if enacted, whether such new developments will affect its
business.



| |     
| | ----
| | Debt

The Company has a significant amount of long-term
indebtedness and, as a result, obligations to make interest
payments on that debt. If unable to make the required debt
payments, the Company could be required to reduce or delay
capital expenditures, sell certain assets, restructure or
refinance its indebtedness, or seek additional equity capital.
The Companys ability to make payments on its debt
obligations will depend on future operating performance, which
will be affected by certain conditions that are beyond the
Companys control.



| |           
| | ----------
| | Litigation

The Company is involved in litigation arising in
the ordinary course of its business, which may expose it to loss
contingencies. These matters include, but are not limited to,
claims brought by former customers with respect to the operation
of our business. The Company has also received written demands
from customers and former customers that have not yet resulted
in legal action. Many of the Companys software products
provide data for use by healthcare providers in providing care
to patients. Although no claims have been brought against the
Company to date regarding injuries related to the use of its
products, such claims may be made in the future.

The Company may not be able to successfully
resolve such legal matters or other legal matters that may arise
in the future. In the event of an adverse outcome with respect
to such legal matters or other legal matters in which the
Company may become involved, there is the risk that its
insurance coverage may not fully cover any damages assessed
against the Company. Although the Company maintains all
insurance coverage in amounts that it believes is sufficient for
its business, there can be no assurance that such coverage will
prove to be adequate or that such coverage will continue to
remain available on acceptable terms, if at all. A successful
claim brought against the Company, which is uninsured or
under-insured, could materially harm its business, results of
operations or financial condition.



| |                       
| | ----------------------
| | Stock Price Volatility

The trading price of the Companys common
stock may be volatile. The market for the Companys common
stock may experience significant price and volume fluctuations
in response to a number of factors including actual or
anticipated variations in quarterly operating results, changes
in expectations of future financial performance or changes in
estimates of securities analysts, government regulatory action,
healthcare reform measures, client relationship developments and
other factors, many of which are beyond the Companys
control. Furthermore, the stock market in general and the market
for software, healthcare and high technology companies in
particular, has experienced extreme volatility that often has
been unrelated to

17



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##### 



the operating performance of particular
companies. These broad market and industry fluctuations may
adversely affect the trading price of the Companys common
stock, regardless of actual operating performance.


18



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##### 



PART II:     OTHER
INFORMATION

Item 1.     Legal Proceedings

The information required by this Item is included
in Note 7  Legal Matters of Notes to
Consolidated Financial Statements in Item 1 of Part I.

Item 6.     Exhibits and Reports on Form 8-K

(A)  Exhibits

|        |      |  |  |          |  |                                                                                                                                                                                                                                                                                                                               
|------- | ---- |  |  | -------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |  |  |         
|Number  |      |  |  | Document
|        |      |  |  |         
|        | 2.1  |  |  |         |  | Stock Purchase Agreement dated as of
	October 15, 1998, between Registrant and NCO Group, Inc.
	(incorporated by reference to Exhibit 2.1 to Quarterly
	Report on Form 10-Q for the quarter ended
	September 30, 1998).                                                                                                       
|        | 2.2  |  |  |         |  | Stock Purchase Agreement dated as of
	April 20, 1999, among Complete Business Solutions, Inc.,
	E-Business Solutions.com, Inc., Impact Innovations Holdings,
	Inc. and Registrant (incorporated by reference to
	Exhibit 2.1 to Current Report on Form 8-K filed on
	May 5, 1999).                                            
|        | 2.3  |  |  |         |  | Stock Purchase Agreement dated as of
	November 4, 1999, among J3 Technology Services Corp.,
	Impact Innovations Holdings, Inc., Impact Innovations Government
	Group, Inc. and Registrant (incorporated by reference to
	Exhibit 2.3 to Quarterly Report on Form 10-Q for the
	quarter ended September 30, 1999).             
|        | 2.4  |  |  |         |  | Stock Purchase Agreement dated as of
	December 8, 2000, among Registrant, Health Data Services,
	Inc., Patient Account Management Services, Inc., and Marc
	Saltzberg, Raymond DelBrocco, Charles Moore, And Larry Shaw
	(incorporated by reference to Exhibit 2.1 to Current Report
	on Form 8-K filed on December 20, 2000).
|        | 2.5  |  |  |         |  | Asset Purchase Agreement dated as of
	April 27, 2001, among Registrant, Health Data Services,
	Inc., Virtual Information Systems, Inc., and Paul M. Helmick and
	William T. Adams (incorporated by reference to Exhibit 2.5
	to Quarterly Report on Form 10-Q for the quarter ended
	March 31, 2001).                         
|        | 2.6  |  |  |         |  | Asset Purchase Agreement dated as of
	April 27, 2001, among Registrant, Per-Se Transaction
	Services, Inc., officemed.com LLC, SoftLinc, Inc., and Daniel
	Mansfield (incorporated by reference to Exhibit 2.6 to
	Quarterly Report on Form 10-Q for the quarter ended
	March 31, 2001).                                      
|        | 3.1  |  |  |         |  | Restated Certificate of Incorporation of
	Registrant (incorporated by reference to Exhibit 3.1 to
	Annual Report on Form 10-K for the year ended
	December 31, 1999).                                                                                                                                                         
|        | 3.2  |  |  |         |  | Restated By-laws of Registrant (incorporated by
	reference to Exhibit 3.2 to Annual Report on Form 10-K
	for the year ended December 31, 1999).                                                                                                                                                                               
|        | 4.1  |  |  |         |  | Indenture dated as of February 20, 1998,
	among Registrant, as Issuer, the Subsidiary Guarantors named in
	the Indenture and State Street Bank and Trust Company, as
	Trustee (including form of note) (incorporated by reference to
	Exhibit 10.3 to Current Report on Form 8-K filed on
	March  3, 1998).                   
|        | 4.2  |  |  |         |  | Warrant Agreement dated as of July 8, 1998,
	between Registrant and SunTrust Bank, Atlanta, as Warrant Agent
	(including form of warrant certificate) (incorporated by
	reference to Exhibit 4.2 to Registration Statement on
	Form  8-A filed on July 21, 1998).                                                             
|        | 4.3  |  |  |         |  | Rights Agreement dated as of February 11,
	1999, between Registrant and American Stock Transfer & Trust
	Company (including form of rights certificates) (incorporated by
	reference to Exhibit 4 to Current Report on Form 8-K
	filed on February 12, 1999).                                                                 
|        | 4.4  |  |  |         |  | First Amendment to Rights Agreement dated as of
	February  11, 1999, between Registrant and American Stock
	Transfer & Trust Company, entered into as of May 4,
	2000 (incorporated by reference to Exhibit 4.4 to Quarterly
	Report on Form  10-Q for the quarter ended March 31,
	2000).                                    
|        | 10.1 |  |  |         |  | Third Amendment to the Per-Se Technologies
	Employees Retirement Savings Plan.                                                                                                                                                                                                                                               

19



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##### 



(B)  Reports on Form 8-K

The Company did not file any reports on
Form 8-K during the quarter ended September 30, 2001.

20



---



##### 



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.



| |                          
| | -------------------------
| | PER-SE TECHNOLOGIES, INC.
| | (Registrant)             



| |     |                     
| | --- | --------------------
| | By: | /s/ CHRIS E. PERKINS

| |                             
| | ----------------------------
| |                             
| | Chris E. Perkins            
| | Executive Vice President and
| | Chief Financial Officer     



| |     |                     
| | --- | --------------------
| | By: | /s/ MARY C. CHISHOLM

| |                               
| | ------------------------------
| |                               
| | Mary C. Chisholm              
| | Vice President and Controller 
| | (Principal Accounting Officer)

Date: November 13, 2001

21



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##### 



INDEX TO EXHIBITS

|        |      |  |  |          |  |                                                                                                                                                                                                                                                                                                                               
|------- | ---- |  |  | -------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |  |  |         
|Number  |      |  |  | Document
|        |      |  |  |         
|        | 2.1  |  |  |         |  | Stock Purchase Agreement dated as of
	October 15, 1998, between Registrant and NCO Group, Inc.
	(incorporated by reference to Exhibit 2.1 to Quarterly
	Report on Form 10-Q for the quarter ended
	September 30, 1998).                                                                                                       
|        | 2.2  |  |  |         |  | Stock Purchase Agreement dated as of
	April 20, 1999, among Complete Business Solutions, Inc.,
	E-Business Solutions.com, Inc., Impact Innovations Holdings,
	Inc. and Registrant (incorporated by reference to
	Exhibit 2.1 to Current Report on Form 8-K filed on
	May 5, 1999).                                            
|        | 2.3  |  |  |         |  | Stock Purchase Agreement dated as of
	November 4, 1999, among J3 Technology Services Corp.,
	Impact Innovations Holdings, Inc., Impact Innovations Government
	Group, Inc. and Registrant (incorporated by reference to
	Exhibit 2.3 to Quarterly Report on Form 10-Q for the
	quarter ended September 30, 1999).             
|        | 2.4  |  |  |         |  | Stock Purchase Agreement dated as of
	December 8, 2000, among Registrant, Health Data Services,
	Inc., Patient Account Management Services, Inc., and Marc
	Saltzberg, Raymond DelBrocco, Charles Moore, And Larry Shaw
	(incorporated by reference to Exhibit 2.1 to Current Report
	on Form 8-K filed on December 20, 2000).
|        | 2.5  |  |  |         |  | Asset Purchase Agreement dated as of
	April 27, 2001, among Registrant, Health Data Services,
	Inc., Virtual Information Systems, Inc., and Paul M.
	Helmick and William T. Adams (incorporated by reference to
	Exhibit 2.5 to Quarterly Report on Form 10-Q for the
	quarter ended March 31, 2001).                         
|        | 2.6  |  |  |         |  | Asset Purchase Agreement dated as of
	April 27, 2001, among Registrant, Per-Se Transaction
	Services, Inc., officemed.com LLC, SoftLinc, Inc., and Daniel
	Mansfield (incorporated by reference to Exhibit 2.6 to
	Quarterly Report on Form 10-Q for the quarter ended
	March 31, 2001).                                      
|        | 3.1  |  |  |         |  | Restated Certificate of Incorporation of
	Registrant (incorporated by reference to Exhibit 3.1 to
	Annual Report on Form 10-K for the year ended
	December 31, 1999).                                                                                                                                                         
|        | 3.2  |  |  |         |  | Restated By-laws of Registrant (incorporated by
	reference to Exhibit 3.2 to Annual Report on Form 10-K
	for the year ended December 31, 1999).                                                                                                                                                                               
|        | 4.1  |  |  |         |  | Indenture dated as of February 20, 1998,
	among Registrant, as Issuer, the Subsidiary Guarantors named in
	the Indenture and State Street Bank and Trust Company, as
	Trustee (including form of note) (incorporated by reference to
	Exhibit 10.3 to Current Report on Form 8-K filed on
	March  3, 1998).                   
|        | 4.2  |  |  |         |  | Warrant Agreement dated as of July 8, 1998,
	between Registrant and SunTrust Bank, Atlanta, as Warrant Agent
	(including form of warrant certificate) (incorporated by
	reference to Exhibit 4.2 to Registration Statement on
	Form  8-A filed on July 21, 1998).                                                             
|        | 4.3  |  |  |         |  | Rights Agreement dated as of February 11,
	1999, between Registrant and American Stock Transfer &
	Trust Company (including form of rights certificates)
	(incorporated by reference to Exhibit 4 to Current Report
	on Form 8-K filed on February 12, 1999).                                                                 
|        | 4.4  |  |  |         |  | First Amendment to Rights Agreement dated as of
	February  11, 1999, between Registrant and American Stock
	Transfer & Trust Company, entered into as of
	May 4, 2000 (incorporated by reference to Exhibit 4.4
	to Quarterly Report on Form  10-Q for the quarter ended
	March 31, 2000.                                     
|        | 10.1 |  |  |         |  | Third Amendment to the Per-Se Technologies
	Employees Retirement Savings Plan.                                                                                                                                                                                                                                               

22