##### 



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
      Form 10-K/A
  Amendment No. 2
    to
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2005oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number: 0-24975
      Emdeon Corporation
 (Exact name of registrant as
    specified in its charter)
  Delaware

94-3236644(State of
    incorporation)

(I.R.S. employer identification
    no.)669 River Drive, Center 2
    Elmwood Park, New Jersey(Address of principal
    executive office)

07407-1361(Zip code)   (201) 703-3400
 (Registrants telephone
    number including area code)
  Securities registered pursuant to Section 12(b) of the
    Act: None
  Securities registered pursuant to Section 12(g) of the
    Act:
  Common Stock, par value $.0001 per share
   þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    accelerated filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




---



##### 



EXPLANATORY
    NOTE
  Form 10-K Form 10-Q
  PART IV
  Item 15.
    Exhibits
    and Financial Statement Schedules  (a)(1)-(2) Financial Statements and Schedules
  page F-1
  (a)(3) Exhibits
  page E-1,
 1




---



##### 



SIGNATURES
  th
  EMDEON CORPORATION
  By:
    /s/  Andrew
    C. Corbin    Executive Vice President and
  Chief Financial Officer
 2




---



##### 



Emdeon
    Corporation
    Index to Consolidated Financial Statements and Supplemental
    Data
  Form 10-K
  PageHistorical Financial
    Statements:Report of Management on Internal
    Control Over Financial Reporting


F-2Report of Independent Registered
    Public Accounting Firm


F-3Report of Independent Registered
    Public Accounting Firm on Internal Control Over Financial
    Reporting


F-4Consolidated Balance Sheets at
    December 31, 2005 and 2004


F-5Consolidated Statements of
    Operations for the Years Ended December 31, 2005, 2004 and
    2003


F-6Consolidated Statements of
    Stockholders Equity for the Years Ended December 31,
    2005, 2004 and 2003


F-7Consolidated Statements of Cash
    Flows for the Years Ended December 31, 2005, 2004 and 2003


F-8Notes to Consolidated Financial
    Statements


F-10Supplemental Financial
    Data:The following supplementary
    financial data of the Registrant and its subsidiaries required
    to be included in Item 15(a)(2) of
    Form 10-K
    are listed below:Schedule II 
    Valuation and Qualifying Accounts


S-1    F-1




---



##### 



REPORT OF
    MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL
    REPORTING
  Rules 13a-15(f) 15d-15(f)
  
    pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of the assets of the company;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the company are being made
    only in accordance with authorizations of management and
    directors of the company; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use, or disposition of
    the companys assets that could have a material effect on
    the financial statements.      Internal
    Control  Integrated Framework
  Form 10-K
  page F-4.
   F-2




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             
    F-3




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
    INTERNAL CONTROL OVER FINANCIAL REPORTING
                   Ernst &
    Young LLP
    F-4




---



##### 



EMDEON
    CORPORATION
   CONSOLIDATED BALANCE SHEETS
    (In thousands, except share and per share data)
  December 31,2005


2004ASSETSCurrent assets:Cash and cash equivalents

$
159,510


$
46,019Short-term investments


267,387



61,675Accounts receivable, net of
    allowance for doubtful accounts of $12,535 at December 31,
    2005 and $13,433 at December 31, 2004


233,070



204,447Inventory


14,251



14,367Prepaid expenses and other current
    assets


34,615



40,224Total current assets


708,833



366,732Marketable debt securities






511,864Marketable equity securities


4,481



4,017Property and equipment, net


116,032



89,677Goodwill


1,075,549



1,010,564Intangible assets, net


240,510



260,509Other assets


50,278



48,871TOTAL ASSETS

$
2,195,683


$
2,292,234LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
11,611


$
17,366Accrued expenses


186,381



198,311Deferred revenue


115,840



99,543Total current liabilities


313,832



315,2201.75% convertible subordinated
    notes due 2023


350,000



350,00031/8% convertible
    notes due 2025


300,000



31/4% convertible
    subordinated notes due 2007






299,999Other long-term liabilities


15,353



4,500Minority interest in WebMD Health
    Corp.


43,229



Convertible redeemable exchangeable
    preferred stock, $0.0001 par value; 10,000 shares
    authorized, issued and outstanding at December 31, 2005 and
    December 31, 2004


98,533



98,299Commitments and contingenciesStockholders equity:Preferred stock, $0.0001 par
    value; 4,990,000 shares authorized; no shares issued






Common stock, $0.0001 par
    value; 900,000,000 shares authorized;
    428,624,239 shares issued at December 31, 2005;
    394,041,320 shares issued at December 31, 2004


43



39Additional paid-in capital


12,121,431



11,776,911Deferred stock compensation


(3,699
)


(7,819
)Treasury stock, at cost;
    150,296,414 shares at December 31, 2005;
    80,849,495 shares at December 31, 2004


(950,482
)


(379,968
)Accumulated deficit


(10,100,164
)


(10,172,904
)Accumulated other comprehensive
    income


7,607



7,957Total stockholders equity


1,074,736



1,224,216TOTAL LIABILITIES AND
    STOCKHOLDERS EQUITY

$
2,195,683


$
2,292,234    F-5




---



##### 



EMDEON
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
    (In thousands, except per share data)
  Years Ended December 31,2005


2004


2003Revenue:Services

$
1,123,646


$
1,006,192


$
799,268Products


153,233



154,159



164,712Total revenue


1,276,879



1,160,351



963,980Cost of operations:Services


641,754



593,467



492,555Products


75,293



72,964



72,384Total cost of operations


717,047



666,431



564,939Development and engineering


58,494



54,161



42,985Sales, marketing, general and
    administrative


333,288



324,027



282,482Depreciation, amortization and
    other


71,767



57,765



62,434Legal expense


17,835



9,230



3,959Restructuring and integration
    charge






4,535



Loss (gain) on investments


6,365



(457
)


(1,659
)Interest income


21,531



18,717



22,901Interest expense


16,324



19,253



15,214Other expense (income), net


3,765



(121
)


(4,218
)Income from continuing operations
    before income tax (benefit) provision and minority interest


73,525



44,244



20,745Income tax (benefit) provision


(357
)


4,910



4,140Minority interest in WebMD Health
    Corp., net of tax


908







Income from continuing operations


72,974



39,334



16,605Loss from discontinued operations,
    net of tax










33,611Net income (loss)

$
72,974


$
39,334


$
(17,006
)Basic income (loss) per common
    share:Income from continuing operations

$
0.21


$
0.12


$
0.05Loss from discontinued operations










(0.11
)Net income (loss)

$
0.21


$
0.12


$
(0.06
)Diluted income (loss) per common
    share:Income from continuing operations

$
0.21


$
0.12


$
0.05Loss from discontinued operations










(0.10
)Net income (loss)

$
0.21


$
0.12


$
(0.05
)Weighted-average shares
    outstanding used in computing net income (loss) per common share:Basic


341,747



320,080



304,858Diluted


352,852



333,343



325,811    F-6




---



##### 



EMDEON
    CORPORATION
   CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 (In thousands, except share data)
  Stockholders EquityAccumulatedAdditional


Deferred











Other


TotalCommon Stock


Paid-In


Stock


Treasury Stock


Accumulated


Comprehensive


StockholdersShares


Amount


Capital


Compensation


Shares


Amount


Deficit


Income


EquityBalances at December 31,
    2002


374,661,064


$
37


$
11,682,443


$
(17,805
)


74,254,669


$
(327,542
)

$
(10,195,048
)

$
11,716


$
1,153,801Net loss


























(17,006
)






(17,006
)Net increase in unrealized gains on
    securities






























1,419



1,419Foreign currency translation
    adjustment






























3,285



3,285Comprehensive loss


































(12,302
)Issuance of common stock for option
    exercises, ESPP, 401(k) and other issuances


10,090,641



1



44,718























44,719Issuance of warrants in connection
    with strategic alliances and services










67























67Deferred stock compensation










25



(25
)


















Stock compensation expense










335



12,293



















12,628Purchase of treasury stock


















2,322,196



(20,316
)










(20,316
)Adjustment to deferred stock
    compensation for terminations










(854
)


854



















Balances at December 31,
    2003


384,751,705



38



11,726,734



(4,683
)


76,576,865



(347,858
)


(10,212,054
)


16,420



1,178,597Net income


























39,334







39,334Net decrease in unrealized gains on
    securities






























(10,581
)


(10,581
)Foreign currency translation
    adjustment






























2,118



2,118Comprehensive income


































30,871Issuance of common stock for option
    exercises, ESPP, 401(k) and other issuances


9,289,615



1



38,051























38,052Issuance of warrants in connection
    with strategic alliances and services










15























15Accretion of convertible redeemable
    exchangeable preferred stock


























(184
)






(184
)Deferred stock compensation










13,001



(13,001
)


















Stock compensation expense










70



8,905



















8,975Purchase of treasury stock


















4,272,630



(32,110
)










(32,110
)Adjustment to deferred stock
    compensation for terminations










(960
)


960



















Balances at December 31,
    2004


394,041,320



39



11,776,911



(7,819
)


80,849,495



(379,968
)


(10,172,904
)


7,957



1,224,216Net income


























72,974







72,974Net increase in unrealized gains on
    securities






























2,976



2,976Foreign currency translation
    adjustment






























(3,326
)


(3,326
)Comprehensive income


































72,624Issuance of common stock for option
    exercises, ESPP, 401(k) and other issuances


11,385,269



1



48,570























48,571Gain on sale of WebMD Health Corp.
    Class A Common Stock










82,275























82,275Conversion of
    31/4% convertible
    subordinated notes


23,197,650



3



214,014























214,017Accretion of convertible redeemable
    exchangeable preferred stock


























(234
)






(234
)Deferred stock compensation










2,241



(2,241
)


















Stock compensation expense










330



3,451



















3,781Purchase of treasury stock under
    repurchase program


















2,541,000



(21,246
)










(21,246
)Purchase of treasury stock in
    Tender Offer


















66,905,919



(549,268
)










(549,268
)Adjustment to deferred stock
    compensation for terminations










(2,910
)


2,910



















Balances at December 31,
    2005


428,624,239


$
43


$
12,121,431


$
(3,699
)


150,296,414


$
(950,482
)

$
(10,100,164
)

$
7,607


$
1,074,736




---



##### 



EMDEON
    CORPORATION
  CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
  Years Ended December 31,2005


2004


2003Cash flows from operating
    activities:Net income (loss)

$
72,974


$
39,334


$
(17,006
)Adjustments to reconcile net
    income (loss) to net cash provided by operating activities:Loss from discontinued operations










33,611Depreciation, amortization and
    other


71,767



57,765



62,434Minority Interest in WebMD Health
    Corp., net of tax


908







Amortization of debt issuance costs


2,541



2,975



2,246Non-cash advertising and
    distribution services


10,870



18,826



24,298Non-cash stock-based compensation


4,739



8,975



12,449Bad debt expense


6,410



3,606



6,328Loss (gain) on investments


6,365



(457
)


(1,659
)Gain on sale of property and
    equipment






(121
)


(3,100
)Loss on redemption of convertible
    debt


1,902







Reversal of income tax valuation
    allowance applied to goodwill


444







Changes in operating assets and
    liabilities:Accounts receivable


(30,613
)


(16,152
)


4,852Inventory


(224
)


(1,077
)


(2,660
)Prepaid expenses and other, net


2,683



3,514



4,276Accounts payable


(6,074
)


5,577



(651
)Accrued expenses and other
    long-term liabilities


7,526



(43,703
)


(42,419
)Deferred revenue


9,068



10,982



(5,890
)Net cash provided by continuing
    operations


161,286



90,044



77,109Net cash provided by discontinued
    operations










5,130Net cash provided by operating
    activities


161,286



90,044



82,239Cash flows from investing
    activities:Proceeds from maturities and sales
    of
    available-for-sale
    securities


1,063,606



1,408,091



1,079,897Proceeds from maturities and
    redemption of
    held-to-maturity
    securities










157,919Purchases of
    available-for-sale
    securities


(758,687
)


(1,308,303
)


(760,607
)Purchases of
    held-to-maturity
    securities










(590,113
)Purchases of property and equipment


(62,645
)


(38,800
)


(18,385
)Proceeds received from sale of
    property and equipment


400



417



9,779Proceeds from the sale of
    discontinued operations










46,500Other changes in equity of
    discontinued operations










1,754Cash paid in business
    combinations, net of cash acquired


(93,742
)


(249,557
)


(400,491
)Net cash provided by (used in)
    continuing operations


148,932



(188,152
)


(473,747
)Net cash used in discontinued
    operations










(2,529
)Net cash provided by (used in)
    investing activities


148,932



(188,152
)


(476,276
) F-8




---



##### 



Years Ended December 31,2005


2004


2003Cash flows from financing
    activities:Proceeds from issuance of common
    stock


48,571



38,052



44,719Purchases of treasury stock under
    repurchase program


(21,246
)


(32,110
)


(20,316
)Purchases of treasury stock in
    Tender Offer


(549,268
)






Net proceeds from issuance of
    convertible debt


289,875







339,125Issuance of WebMD Health Corp.
    Class A common stock


123,344







Net proceeds from issuance of
    preferred shares






98,115



Redemption of convertible debt


(86,694
)






Payments of notes payable and other


(631
)


(602
)


(361
)Net cash (used in) provided by
    continuing operations


(196,049
)


103,455



363,167Net cash used in discontinued
    operations










(6,546
)Net cash (used in) provided by
    financing activities


(196,049
)


103,455



356,621Effect of exchange rates on cash


(678
)


1,024



1,423Net increase (decrease) in cash
    and cash equivalents


113,491



6,371



(35,993
)Changes in cash attributable to
    discontinued operations










3,945Cash and cash equivalents at
    beginning of period


46,019



39,648



71,696Cash and cash equivalents at end
    of period

$
159,510


$
46,019


$
39,648    F-9




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (In thousands, except share and per share data)
  1.
    Summary
    of Significant Accounting Policies  Basis of
    Presentation
        Business
    
    Emdeon Business Services (formerly known as WebMD Business
    Services)provides solutions that automate key business and
    administrative functions for healthcare payers and providers,
    including: electronic patient eligibility and benefit
    verification; electronic and paper claims processing; electronic
    and paper paid-claims communication services; and patient
    billing, payment and communications services. In addition,
    Emdeon Business Services provides clinical communications
    services that improve the delivery of healthcare by enabling
    physicians to manage laboratory orders and results, hospital
    reports and electronic prescriptions. Emdeon Business Services
    also provides decision support solutions, data warehousing
    solutions and consulting services to governmental, Blue Cross
    Blue Shield and commercial healthcare payers and performs
    software maintenance and consulting services for governmental
    agencies involved in healthcare.
    Emdeon Practice Services (formerly known as WebMD Practice
    Services)develops and markets information technology
    systems for healthcare providers and related services, primarily
    under The Medical Manager, Intergy, HealthPro XL, Medware and
    Emdeon Network Services brands. These systems and services allow
    physician offices to automate their scheduling, billing and
    other F-10




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  administrative tasks, to transmit transactions electronically,
    to maintain electronic medical records and to automate
    documentation of patient encounters.  
    WebMD (formerly known as WebMD Health)provides health
    information services to consumers, physicians, healthcare
    professionals, employers and health plans through public and
    private online portals and health-focused publications.
    WebMDs public network of health portals enables consumer
    and physicians to readily access health information relevant to
    their specific areas of interest or specialty. WebMDs
    public portals sell advertising and sponsorship programs,
    including online continuing medical education (CME)
    services, to companies interested in reaching consumers and
    physicians online, including pharmaceutical, biotechnology,
    medical device and consumer products companies. WebMDs
    private portals are licensed to employers and health plans for
    use by their employees and members and provide access to
    personalized health and benefit information and decision support
    services. In addition, WebMD provides offline CME services and
    publishes medical reference textbooks, healthcare provider
    directories and WebMD the Magazine,a consumer magazine
    distributed to physician office waiting rooms.
    Porexdevelops, manufactures and distributes proprietary
    porous plastic products and components used in healthcare,
    industrial and consumer applications, as well as in finished
    products used in the medical device and surgical markets.
    Corporateincludes services shared across all operating
    segments, such as executive personnel, legal, accounting, tax,
    treasury, human resources, certain information technology
    functions and other services. Corporate service costs include
    compensation related costs, insurance and audit fees, leased
    property, facilities cost, legal and other professional fees,
    software maintenance and telecommunication costs.  Principles
    of Consolidation
    Accounting
    Estimates
   F-11




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Minority
    Interest
    Cash and
    Cash Equivalents
    Marketable
    Securities
  available-for-sale held-to-maturity held-to-maturity; available-for-sale. available-for-sale. Held-to-maturity available-for-sale available-for-sale.
  other-than-temporary available-for-sale other-than-temporary
  Allowance
    for Doubtful Accounts
    Inventory
  first-in, work-in-process
  December 31,2005


2004Raw materials and supplies

$
5,432


$
4,922Work-in-process


1,622



1,335Finished goods and other


7,197



8,110Total inventory

$
14,251


$
14,367  F-12




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   Long-Lived
    Assets
  Property
    and Equipment
    Computer equipment


3 to 5 yearsBuildings


Up to 40 yearsOffice equipment, furniture and
    fixtures


3 to 7 yearsSoftware


3 yearsLeasehold improvements


Shorter of useful life or lease term     Goodwill
    and Intangible Assets
    Customer relationships


3 to 15 yearsTrade names


1 to 10 yearsTechnology and patents


3 to 40 yearsNon-compete agreements, content
    and other


3 to 5 years   Recoverability
      Software
    Development Costs
  Software
    to be Sold, Leased or Otherwise Marketed
   F-13




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Internal
    Use Software
  No. 98-1, (SOP 98-1). SOP 98-1
  Restricted
    Cash
    Deferred
    Charges
  1 8 1 4 1 4 1 4
  Sale of
    Stock by a Subsidiary
    Revenue
  Products
    and Services
   F-14




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Revenue
    Recognition
          SOP No. 97-2, SOP No. 98-9, 97-2, (SOP 98-9). SOP 98-9,
 F-15




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
           Advertising
    Costs
    Foreign
    Currency
   F-16




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Concentration
    of Credit Risk
      Income
    Taxes and Tax Contingencies
   F-17




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   Accounting
    for Stock-Based Compensation
    Years Ended December 31,2005


2004


2003Net income (loss) as reported

$
72,974


$
39,334


$
(17,006
)Add: Stock-based employee
    compensation expense included in reported net income (loss)
    (including stock-based employee compensation expense related to
    discontinued operations)


4,739



8,975



12,628Deduct: Total stock-based employee
    compensation expense determined under fair value based method
    for all awards


(37,218
)


(67,569
)


(76,483
)Pro forma net income (loss)

$
40,495


$
(19,260
)

$
(80,861
)Net income (loss) per common share:Basic  as reported

$
0.21


$
0.12


$
(0.06
)Diluted  as reported

$
0.21


$
0.12


$
(0.05
)Basic  pro forma

$
0.12


$
(0.06
)

$
(0.27
)Diluted  pro forma

$
0.11


$
(0.06
)

$
(0.27
)     Net
    Income (Loss) Per Common Share
   F-18




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Years Ended December 31,2005


2004


2003Numerator:Income from continuing operations

$
72,974


$
39,334


$
16,605Loss from discontinued operations










(33,611
)Net income (loss)

$
72,974


$
39,334


$
(17,006
)Denominator:Common stock


331,109



311,721



304,858Convertible redeemable
    exchangeable preferred stock


10,638



8,359



Weighted-average
    shares  Basic


341,747



320,080



304,858Employee stock options, restricted
    stock and warrants


11,105



13,263



20,953Adjusted weighted-average shares
    after assumed conversions  Diluted


352,852



333,343



325,811Basic income (loss) per common
    share:Income from continuing operations

$
0.21


$
0.12


$
0.05Loss from discontinued operations










(0.11
)Net income (loss)

$
0.21


$
0.12


$
(0.06
)Diluted income (loss) per common
    share:Income from continuing operations

$
0.21


$
0.12


$
0.05Loss from discontinued operations










(0.10
)Net income (loss)

$
0.21


$
0.12


$
(0.05
)     Years Ended December 31,2005


2004


2003Options and warrants


60,007



83,986



82,267Convertible notes


42,016



55,129



55,129102,023



139,115



137,396   Recent
    Accounting Pronouncements
  FAS 115-1 Other-Than-Temporary other-than-temporary
 F-19




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  other-than-temporary
  No. 05-06, (EITF 05-06), EITF 05-06
       F-20




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      Reclassifications
    2.
    Business
    Combinations  2005
    Acquisitions
     F-21




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   2004
    Acquisitions
         F-22




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
        2003
    Acquisitions
   F-23




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      print-and-mail
 F-24




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    The Little Blue
    Book
     F-25




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Condensed
    Balance Sheet Data
    Other








TotalAccounts


Deferred


Tangible Assets


Intangible





PurchaseReceivable


Revenue


(Liabilities), net


Assets


Goodwill


Price (a)2005Conceptis


2,893



(2,940
)


(288
)


7,000



12,938


$
19,603HealthShare


1,925



(4,622
)


(612
)


8,500



24,692



29,8832004MedicineNet


1,081



(64
)


(385
)


6,600



17,241



24,473Esters


151







(199
)


1,200



2,181



3,333RxList










(19
)


1,054



6,568



7,603ViPS


12,573



(5,436
)


4,198



84,000



71,253



166,588Epor










23



200



2,324



2,547Dakota


2,587



(3,894
)


(553
)


13,100



28,266



39,5062003Medifax


10,122



(592
)


(12,785
)


92,700



178,983



268,428CPS


400







(621
)


2,392



5,442



7,613ABF


10,276







(5,753
)


47,000



139,502



191,025LBB


2,568



(3,465
)


(402
)


2,815



11,045



12,561Optate






(812
)


84



710



4,070



4,052Emdeon Practice Services Companies


82



(413
)


(17
)


1,054



1,624



2,330     (a)
    
    The Total Purchase Price includes
    contingent consideration payments made or accrued for as of
    December 31, 2005. F-26




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   Unaudited
    Pro Forma Information
    Years Ended December 31,2005


2004Revenue

$
1,291,669


$
1,224,676Net income

$
70,375


$
36,860Income per common share:Basic

$
0.21


$
0.12Diluted

$
0.20


$
0.11   3.
    WebMD
    Health Corp. Initial Public Offering; Relationships between the
    Company and WHC    one-for-one one-for-one
   F-27




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      4.
    Significant
    Transactions  America
    Online, Inc.
     F-28




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   News
    Corporation
    Microsoft
  e-commerce
  5.
    Restructuring
    and Integration Charges        6.
    Discontinued
    Operations   F-29




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    For thePeriodJanuary 1, 2003throughAugust 1, 2003Revenue

$
31,004Loss from operations

$
30,120Loss on disposal


3,491Loss from discontinued operations,
    net of income taxes

$
33,611   7.
    Convertible
    Redeemable Exchangeable Preferred Stock         F-30




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
        8.
    Convertible
    Notes  $300,000
    31/8% Convertible
    Notes due 2025
  1 8 1 8 1 8 1 8 1 8 1 8 1 8 1 8
  1 8 1 8 1 8 1 8 1 8 1 8 1 8 1 8
  $350,000
    1.75% Convertible Subordinated Notes due 2023
   F-31




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
     $300,000
    31/4% Convertible
    Subordinated Notes due 2007
  1 4 1 4 1 4 1 4 1 4 1 4 1 4
  1 4 1 4 1 4 1 4 1 4 1 4 1 4
  9.
    Segment
    Information   F-32




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  1 4
  Reclassification of Segment Information.
 F-33




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
     Years Ended December 31,2005


2004


2003RevenueEmdeon Business Services

$
758,851


$
686,585


$
505,729Emdeon Practice Services


304,175



296,115



302,640WebMD


168,238



134,317



110,665Porex


79,124



77,099



71,940Inter-segment eliminations


(33,509
)


(33,765
)


(26,994
)$
1,276,879


$
1,160,351


$
963,980Earnings before restructuring,
    interest, taxes, non-cash and other itemsEmdeon Business Services

$
154,512


$
131,834


$
94,218Emdeon Practice Services


29,378



14,533



20,924WebMD (a)


27,546



26,307



18,639Porex


22,524



22,650



20,532Corporate (a)


(50,301
)


(51,791
)


(43,992
)183,659



143,533



110,321Restructuring, interest, taxes,
    non-cash and other itemsDepreciation, amortization and
    other


(71,767
)


(57,765
)


(62,434
)Non-cash advertising and
    distribution services


(10,870
)


(18,826
)


(24,298
)Non-cash stock-based compensation


(4,739
)


(8,975
)


(12,449
)Legal expense


(17,835
)


(9,230
)


(3,959
)(Loss) gain on investments


(6,365
)


457



1,659Restructuring and integration
    charge






(4,535
)


Interest income


21,531



18,717



22,901Interest expense


(16,324
)


(19,253
)


(15,214
)Other (expense) income, net


(3,765
)


121



4,218Minority interest in WebMD Health
    Corp., net of tax


(908
)






Income tax benefit (provision)


357



(4,910
)


(4,140
)Income from continuing operations


72,974



39,334



16,605Loss from discontinued operations










33,611Net income (loss)

$
72,974


$
39,334


$
(17,006
)     (a)
    
    Earnings before restructuring,
    interest, taxes, non-cash and other items during the prior
    periods, for the Corporate and WebMD segments, have been
    reclassified to conform to the current period presentation for
    service fees charged to the WebMD segment from Corporate. F-34




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
     Year Ended


Year Ended


Year EndedDecember 31, 2005


December 31, 2004


December 31, 2003Services


Products


Services


Products


Services


ProductsEmdeon Business Services

$
749,862


$
8,989


$
676,879


$
9,706


$
497,959


$
7,770Emdeon Practice Services


245,144



59,031



234,648



61,467



222,542



80,098WebMD


160,410



7,828



127,125



7,192



104,751



5,914Porex


1,200



77,924



1,100



75,999



900



71,040Inter-segment eliminations


(32,970
)


(539
)


(33,560
)


(205
)


(26,884
)


(110
)Total revenue

$
1,123,646


$
153,233


$
1,006,192


$
154,159


$
799,268


$
164,712       10.
    Long-Lived
    Assets  Property
    and Equipment
    December 31,2005


2004Computer equipment

$
76,358


$
61,373Land and buildings


17,520



17,847Office equipment, furniture and
    fixtures


56,354



45,695Software


52,055



35,195Leasehold improvements


20,183



9,727Construction in process


13,122



12,581235,592



182,418Less: accumulated depreciation


(119,560
)


(92,741
)Property and equipment, net

$
116,032


$
89,677     Goodwill
    and Intangible Assets
   F-35




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
     Emdeon


EmdeonBusiness


PracticeServices


Services


WebMD


Porex


TotalBalance as of January 1, 2004

$
582,088


$
186,709


$
36,843


$
38,808


$
844,448Acquisitions during the period


99,829







14,942



4,122



118,893Contingent consideration for
    prior
    period acquisitions


60,955



155



1,500







62,610Tax reversals(a)


(7,141
)


(7,321
)










(14,462
)Adjustments to finalize purchase
    price allocations


(1,263
)






(116
)






(1,379
)Effects of exchange rates














454



454Balance as of January 1, 2005


734,468



179,543



53,169



43,384



1,010,564Acquisitions during the period










36,079







36,079Contingent consideration for
    prior
    period acquisitions


19,379



30



10,638







30,047Tax reversals (a)


(674
)










(600
)


(1,274
)Adjustments to finalize purchase
    price allocations


(307
)






783



383



859Effects of exchange rates














(726
)


(726
)Balance as of December 31,
    2005

$
752,866


$
179,573


$
100,669


$
42,441


$
1,075,549     (a)
    
    In accordance with EITF 93-7,
    Uncertainties Related to Income Taxes in a Purchase
    Business Combination, the Company reduced goodwill and
    accrued liabilities by $230 and $600 for the Emdeon Business
    Services and Porex segments, respectively, during 2005 and by
    $7,141 and $7,321 for the Emdeon Business Services and Emdeon
    Practice Services segments, respectively, during 2004. The net
    reduction primarily related to the favorable resolution of
    estimated tax liabilities established in connection with certain
    2000 acquisitions. Additionally, during 2005, the Company
    reduced goodwill by $444 as a result of the reversal of a
    portion of the income tax valuation allowances that were
    originally established in connection with the purchase
    accounting of prior acquisitions within the Emdeon Business
    Services segment.    December 31, 2005


December 31, 2004Gross








GrossCarrying


Accumulated





Carrying


AccumulatedAmount


Amortization


Net


Amount


Amortization


NetCustomer relationships

$
377,356


$
(233,319
)

$
144,037


$
369,704


$
(217,874
)

$
151,830Technology and patents


236,421



(169,565
)


66,856



234,722



(155,687
)


79,035Trade names


40,716



(30,432
)


10,284



40,716



(26,923
)


13,793Non-compete agreements, content
    and other


24,913



(5,580
)


19,333



17,920



(2,069
)


15,851Total

$
679,406


$
(438,896
)

$
240,510


$
663,062


$
(402,553
)

$
260,509  F-36




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
     Years Ending December 31,2006

$
34,8642007


34,1102008


31,1122009


22,1122010


15,491Thereafter


102,821Total

$
240,510   11.
    Accrued
    Expenses    December 31,2005


2004Accrued outside services

$
12,410


$
13,142Accrued acquisition contingent
    consideration


30,122



43,500Accrued compensation


46,177



40,001Accrued customer deposits


21,570



19,804Accrued income, sales and other
    taxes


21,911



27,770Other accrued liabilities


54,191



54,094Total accrued expenses

$
186,381


$
198,311   12.
    Commitments
    and Contingencies  Legal
    Proceedings
  Investigations
    by United States Attorney for the District of South Carolina and
    the SEC
     F-37




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
         F-38




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
          Litigation
    Regarding Distribution of Shares in Healtheon Initial Public
    Offering
    Rule 10b-5
     F-39




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
         Porex
    Mammary Implant Litigation
       F-40




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      Dakota
    Imaging, Inc. v. Sandeep Goel and Pradeep
    Goel
            M.D.
    On-Line, Inc. Litigation
   F-41




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Porex
    Corporation v. Kleanthis Dean Haldopoulos, Benjamin T.
    Hirokawa and Micropore Plastics, Inc.
    Ari
    Weitzner, M.D., P.C. et al. v. National
    Physicians Datasource LLC
  The Little Blue
    Book
  Other
    Legal Proceedings
    Leases
     F-42




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Years Ending December 31,2006

$
22,5112007


19,6102008


17,4842009


11,4802010


8,804Thereafter


20,295Total minimum lease payments

$
100,184   Other
    Contingencies
    13.
    Retirement
    Plans    14.
    Stockholders
    Equity  Common
    Stock
  Tender
    Offer
    Stock
    Repurchase Program
   F-43




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      Preferred
    Stock
      Warrants
    WeightedAverageWeighted


RemainingAverage


ContractualExercise Prices

Shares


Exercise Price


Life (In Years)$0.67-$9.25


2,417,944


$
9.23



2.35$15.00


3,000,000



15.00



1.13$30.00


42,094



30.00



2.48$38.13


100,000



38.13



0.025,560,038


$
13.02



1.65    F-44




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   15.
    Stock-Based
    Compensation Plans  Emdeon
    Corporation
    Stock
    Options          Years Ended December 31,2005


2004


2003Weighted





Weighted





WeightedAverage





Average





AverageExercise





Exercise





ExercisePrice Per





Price Per





Price PerShares


Share


Shares


Share


Shares


ShareOutstanding at the beginning of
    the year


106,257,252


$
12.44



104,760,726


$
12.86



108,232,050


$
12.73Granted


3,920,913



9.03



19,230,750



8.31



12,326,350



9.88Exercised


(9,235,018
)


4.81



(7,796,440
)


4.42



(8,773,510
)


4.73Cancelled


(12,760,052
)


13.37



(9,937,784
)


15.18



(7,024,164
)


15.82Outstanding at the end of the year


88,183,095



12.96



106,257,252



12.44



104,760,726



12.86Exercisable at the end of the year


69,309,116


$
14.08



77,325,908


$
13.72



73,927,473


$
14.03  F-45




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
     Outstanding


ExercisableWeighted


Weighted





WeightedAverage


Average





AverageExercise


Remaining





ExercisePrice


Contractual





PricePer


Life





PerExercise Prices

Shares


Share


(In Years)


Shares


Share$0.25-$6.00


8,849,513


$
4.33



4.74



8,253,501


$
4.30$6.04-$8.05


9,150,073



6.85



6.34



5,110,935



6.53$8.09-$8.59


10,388,083



8.51



8.08



3,477,588



8.48$8.60-$11.00


9,000,822



9.35



7.76



3,638,986



9.42$11.05-$11.55


9,383,986



11.54



4.43



9,364,362



11.55$11.56-$13.38


10,960,458



12.45



5.11



9,338,584



12.58$13.50-$15.60


9,035,323



14.09



3.89



9,035,323



14.09$15.88-$18.20


9,093,988



16.59



4.56



9,093,988



16.59$18.33-$30.45


9,939,478



24.57



3.84



9,614,478



24.72$30.65-$105.00


2,381,371



42.79



3.93



2,381,371



42.7988,183,095


$
12.96



5.39



69,309,116


$
14.08     Years Ended December 31,2005


2004


2003Expected dividend yield


0
%


0
%


0
%Expected volatility


0.50



0.58



0.85Risk free interest rate


3.48
%


1.70
%


1.33
%Expected post-vesting option lives
    (years)


0.75-3.0



0.75-3.0



0.75-3.0   Restricted
    Stock Awards
       F-46




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Employee
    Stock Purchase Plan
    WebMD
    Health Corp.
  Stock
    Options and Restricted Stock Awards
      2005Expected dividend yield


0
%Expected volatility


0.60Risk free interest rate


4.05
%Expected post-vesting option lives
    (years)


0.75-3.0  F-47




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   16.
    Income
    Taxes    December 31,2005


2004Deferred tax assets:Net operating loss carryforwards

$
812,688


$
770,471Capital loss carryforwards


7,422



4,623Restructuring costs






541Research and development tax
    credits


18,875



17,591Other accrued expenses


34,335



53,478Allowance for doubtful accounts


4,769



5,067Depreciation


4,407



4,674Intangible assets


84,242



64,608Prepaid assets


5,774



7,043Other


6,302



4,465Total deferred tax assets


978,814



932,561Valuation allowance


(953,289
)


(915,452
)Net deferred tax assets


25,525



17,109Deferred tax liabilities:Tax basis


(2,608
)


(2,541
)Convertible subordinated notes


(21,958
)


(12,212
)Other


(1,610
)


(2,356
)Total deferred tax liabilities


(26,176
)


(17,109
)Net deferred tax assets and
    liabilities

$
(651
)

$
   December 31,2005


2004Reported as:Current deferred tax assets and
    liabilities

$
43,113


$
60,859Valuation allowance


(43,113
)


(60,859
)Current deferred tax assets, net






Non-current deferred tax assets
    and liabilities


909,525



854,593Valuation allowance


(910,176
)


(854,593
)Non-current deferred tax
    liabilities, net


(651
)


Net deferred tax assets and
    liabilities

$
(651
)

$
  F-48




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
     Years Ended December 31,2005


2004


2003Current:Federal

$
(5,742
)

$



$
State


459



2,873



1,912Foreign


4,494



2,037



2,228Current income tax (benefit)
    provision


(789
)


4,910



4,140Deferred:Foreign


(12
)






Deferred income tax benefit


(12
)






Reversal of valuation allowance
    applied to goodwill


444







Total income tax (benefit)
    provision

$
(357
)

$
4,910


$
4,140     Years Ended December 31,2005


2004


2003United States federal statutory
    rate


35.0
%


34.0
%


34.0
%State income taxes (net of federal
    benefit)


2.2



4.0



3.3Minority interest


0.4







Goodwill amortization


(5.7
)


(9.1
)


(12.3
)Valuation allowance


3.9



(15.4
)


(2.0
)Cumulative effect of change in tax
    rate


(32.5
)






Settlement of tax contingencies


(8.3
)






Benefit applied to reduce goodwill


0.6







Other


3.9



(2.4
)


(3.0
)Effective income tax rate


(0.5
)%


11.1
%


20.0
%        F-49




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
          non-U.S. income non-U.S. income
   F-50




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   17.
    Fair
    Value of Financial Instruments  and/or
  December 31, 2005


December 31, 2004Cost Basis


Fair Value


Cost Basis


Fair ValueAssets:Cash and cash equivalents

$
159,510


$
159,510


$
46,019


$
46,019Short-term investments


268,109



267,387



62,077



61,675Marketable securities 
    long term


1,492



4,481



516,188



515,881Liabilities:Convertible notes


650,000



537,000



649,999



615,124Convertible redeemable
    exchangeable preferred stock


98,533



96,500



98,299



94,750   available-for-sale.
    December 31, 2005


December 31, 2004Cost or


Gross


Gross





Cost or


Gross


GrossAmortized


Unrealized


Unrealized





Amortized


Unrealized


UnrealizedCost


Gains


Losses


Fair Value


Cost


Gains


Losses


Fair ValueShort-Term
    Certificate of deposits and marketable debt securities

$
268,109


$
11


$
733


$
267,387


$
62,077


$



$
402


$
61,675Long-Term
    Marketable debt securities

$



$



$



$



$
514,696


$
1,633


$
4,465


$
511,864Equity securities


1,492



2,991



2



4,481



1,492



2,527



2



4,017Total

$
1,492


$
2,991


$
2


$
4,481


$
516,188


$
4,160


$
4,467


$
515,881     1 4
 F-51




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  available-for-sale
  available-for-sale available-for-sale
  held-to-maturity available-for-sale available-for-sale held-to-maturity
  18.
    Related
    Party Transactions     F-52




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   19.
    Comprehensive
    Income (Loss)  available-for-sale
  Years Ended December 31,2005


2004


2003Foreign currency translation
    (losses) gains

$
(3,326
)

$
2,118


$
3,285Unrealized gains (losses) on
    securities:Unrealized holding (losses) gains


(3,389
)


(10,124
)


3,078Less: reclassification adjustment
    for net gains (losses) realized in net income


(6,365
)


457



1,659Net unrealized gains (losses) on
    securities


2,976



(10,581
)


1,419Other comprehensive (loss) income


(350
)


(8,463
)


4,704Net income (loss)


72,974



39,334



(17,006
)Comprehensive income (loss)

$
72,624


$
30,871


$
(12,302
)   non-U.S. subsidiaries.
    Years Ended December 31,2005


2004


2003Unrealized gains (losses) on
    securities

$
2,267


$
(709
)

$
9,872Foreign currency translation gains


5,340



8,666



6,548Total accumulated other
    comprehensive income

$
7,607


$
7,957


$
16,420   20.
    Supplemental
    Disclosures of Cash Flow Information    Years Ended December 31,2005


2004


2003Supplemental Disclosure of Cash
    Flow Information:Interest paid

$
13,131


$
16,190


$
12,714Taxes paid, net of refunds

$
5,727


$
5,635


$
7,215Supplemental Schedule of Non-Cash
    Investing and Financing activities:Conversion of
    31/4% Notes
    to Emdeon common stock

$
214,880


$



$
Accretion of convertible
    redeemable exchangeable preferred stock

$
234


$
184


$
Deferred stock compensation
    related to restricted stock awards

$
2,241


$
13,001


$
25  F-53




---



##### 



EMDEON
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   21.
    Quarterly
    Financial Data (Unaudited)    2005First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterRevenue

$
303,934


$
322,556


$
323,153


$
327,236Cost of operations


172,163



181,950



182,910



180,024Development and engineering


14,640



14,457



14,681



14,716Sales, marketing, general and
    administrative


82,137



83,533



82,348



85,270Depreciation and amortization


16,504



17,541



18,895



18,827Legal expense


4,160



4,283



5,904



3,488Interest income (expense), net


(460
)


41



2,129



3,497Other expense, net


3,832



1,712



1,863



2,723Income before income tax provision
    and minority interest


10,038



19,121



18,681



25,685Income tax provision (benefit)


189



2,955



4,536



(8,037
)Minority interest in WebMD Health
    Corp., net of tax










38



870Net income

$
9,849


$
16,166


$
14,107


$
32,852Net income per common share:Basic and diluted

$
0.03


$
0.05


$
0.04


$
0.09   2004First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterRevenue

$
271,214


$
281,881


$
299,615


$
307,641Cost of operations


162,642



163,961



168,571



171,257Development and engineering


11,096



12,991



14,392



15,682Sales, marketing, general and
    administrative


76,994



83,298



84,762



78,973Depreciation and amortization


12,585



13,148



15,189



16,843Legal expense


2,037



2,215



2,325



2,653Interest income (expense), net


735



(327
)


(331
)


(613
)Restructuring and other expense
    (income), net


(37
)


(447
)


4,441



Income before income tax provision


6,632



6,388



9,604



21,620Income tax provision


931



613



1,435



1,931Net income

$
5,701


$
5,775


$
8,169


$
19,689Net income per common share:Basic

$
0.02


$
0.02


$
0.03


$
0.06Diluted

$
0.02


$
0.02


$
0.02


$
0.06   22.
    Subsequent
    Event   F-54




---



##### 



Schedule II.  Valuation
    and Qualifying Accounts
  Years Ended December 31, 2005, 2004 and 2003Balance at


Charged toBeginning


Costs and











Balance atof Year


Expenses


Acquired


Write-offs


Other(a)


End of Year(In thousands)December 31, 2005Allowance for Doubtful Accounts

$
13,433


$
6,410


$
110


$
(7,418
)

$



$
12,535Valuation Allowance for Deferred
    Tax Assets


915,452



1,660



15,645







20,532



953,289December 31, 2004Allowance for Doubtful Accounts


20,500



3,606



157



(10,830
)






13,433Valuation Allowance for Deferred
    Tax Assets


926,767



(7,991
)


(18,145
)






14,821



915,452December 31, 2003Allowance for Doubtful Accounts


22,417



6,328



768



(9,013
)






20,500Valuation Allowance for Deferred
    Tax Assets


941,507



(1,423
)


(33,277
)






19,960



926,767     (a)
    
    Represents valuation allowance created through equity as a
    result of stock option and warrant exercises. S-1




---



##### 



INDEX TO
    EXHIBITS  Exhibit No.

Description2
.1

Stock Purchase Agreement dated as
    of June 15, 2003 between WebMD Corporation and Joseph Q.
    DiMartini, individually and as Trustee U/A dated
    February 6, 1998 f/b/o Joseph Q. DiMartini, and as Trustee
    of the Joseph Q. DiMartini 2002 Irrevocable Trust dated
    October 14, 2002, Eric J. Schaefer, an individual, Daniel
    A. Schmitt, individually and as Trustee of the Daniel A. Schmitt
    Revocable Trust dated March 26, 1999, and as Trustee of the
    Daniel Schmitt 2002 Irrevocable Trust dated September 24,
    2002, and Dru A. Schmitt, individually and as Trustee U/A dated
    October 20, 1997 f/b/o Dru A. Schmitt (incorporated by
    reference to Exhibit 2.1 to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2003)2
.2

Stock Purchase Agreement dated as
    of October 21, 2003 between TPG Holding Company Limited and
    Envoy Corporation (incorporated by reference to Exhibit 2.1
    to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2003)2
.3

Amendment No. 1, dated as of
    November 28, 2003, to the Stock Purchase Agreement dated as
    of October 21, 2003 between TPG Holding Company Limited and
    Envoy Corporation (incorporated by reference to Exhibit 2.1
    to the Registrants Current Report on
    Form 8-K
    filed December 1, 2003)2
.4

Amendment No. 2, dated as of
    December 22, 2003, to the Stock Purchase Agreement dated as
    of October 21, 2003 between TPG Holding Company Limited and
    Envoy Corporation (incorporated by reference to Exhibit 2.1
    to the Registrants Current Report on
    Form 8-K
    filed December 24, 2003)2
.5

Agreement and Plan of Merger,
    dated as of July 9, 2004, by and among VIPS, Inc., WebMD
    Corporation, Envoy Corporation and Valor, Inc. (incorporated by
    reference to Exhibit 2.1 to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2004)3
.1

Eleventh Amended and Restated
    Certificate of Incorporation of the Registrant, as amended
    (incorporated by reference to Exhibit 3.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2004)3
.2

Certificate of Amendment of
    Eleventh Amended and Restated Certificate of Incorporation of
    the Registrant Changing its Name from WebMD Corporation to
    Emdeon Corporation (incorporated by reference to
    Exhibit 3.1 to the Registrants Current Report on
    Form 8-K
    filed on October 19, 2005)3
.3

Certificate of Designations for
    Convertible Redeemable Exchangeable Preferred Stock, as amended
    (incorporated by reference to Exhibit 3.2 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2004)3
.4

Amended and Restated Bylaws of the
    Registrant, as currently in effect (incorporated by reference to
    Exhibit 3.2 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2004)4
.1

Specimen Common Stock certificate
    (incorporated by reference to Exhibit 4.1 to the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2000)4
.2

Indenture between WebMD
    Corporation and The Bank of New York, dated as of April 1,
    2002 (incorporated by reference to Exhibit 4.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2002)4
.3

Form of
    31/4% Convertible
    Subordinated Note Due 2007 (included in Exhibit 4.2)4
.4

Indenture, dated as of
    June 25, 2003, between WebMD Corporation and The Bank of
    New York (incorporated by reference to Exhibit 4.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003)4
.5

Form of 1.75% Convertible
    Subordinated Note Due 2023 (included in Exhibit 4.4)4
.6

Registration Rights Agreement
    dated as of June 25, 2003 between WebMD Corporation and
    Banc of America Securities LLC (incorporated by reference to
    Exhibit 4.2 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003) E-1




---



##### 



Exhibit No.

Description4
.7

Indenture, dated as of
    August 30, 2005, between WebMD Corporation and The Bank of
    New York (incorporated by reference to Exhibit 4.1 to
    Amendment, filed November 9, 2005 to the Registrants
    Current Report on
    Form 8-K
    filed on August 30, 2005)4
.8

Form of
    31/8% Convertible
    Note Due 2025 (included in Exhibit 4.7)4
.9

Registration Rights Agreement
    dated as of August 30, 2005 between the Registrant and
    Citigroup Global Markets Inc. (incorporated by reference to
    Exhibit 4.2 to the Amendment, filed November 9, 2005,
    to the Registrants Current Report on
    Form 8-K
    filed on August 30, 2005)4
.9

Convertible Redeemable
    Exchangeable Preferred Stock Purchase Agreement, dated as of
    March 4, 2004, between CalPERs/PCG Corporate Partners, LLC
    and WebMD Corporation (incorporated by reference to
    Exhibit 4.9 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2004)4
.10

Form of Stock Certificate for
    Convertible Redeemable Exchangeable Preferred Stock (included in
    Exhibit 3.2)4
.11

Form of Indenture for
    10% Subordinated Notes due 2010 (included in
    Exhibit 3.3)4
.12

Form of 10% Subordinated Note
    due 2010 (included in Exhibit 3.3)10
.1

Form of Indemnification Agreement
    to be entered into by the Registrant with each of its directors
    and officers (incorporated by reference to Exhibit 10.1 to
    the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002)10
.2

Healtheon/WebMD Corporation
    Registration Rights Agreement dated January 26, 2000 among
    the Registrant, Eastrise Profits Limited, AHN/FIT Cable, LLC,
    AHN/FIT Internet, LLC, News America Incorporated and Fox
    Broadcasting Company (incorporated by reference to
    Exhibit 10.4 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2000), as amended by
    Amendment dated February 15, 2001 (incorporated by
    reference to Exhibit 10.1 to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2001)10
.3

Healtheon/WebMD Media Services
    Agreement dated January 26, 2000 among the Registrant,
    Eastrise Profits Limited and Fox Entertainment Group, Inc.
    (incorporated by reference to Exhibit 10.5 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2000) , as amended by
    Amendment dated February 15, 2001 (incorporated by
    reference to Exhibit 10.2 to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2001)10
.4

Warrant to Purchase Shares of
    Common Stock of WebMD, Inc. dated May 12, 1999 issued to
    Microsoft Corporation (incorporated by reference to
    Exhibit 10.9 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2000)10
.5*

Amended and Restated Employment
    Agreement, dated as of August 3, 2005 between the
    Registrant and Martin J. Wygod (incorporated by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed on August 5, 2005)10
.6*

Letter Agreement, dated as of
    February 1, 2006 between the Registrant and Martin J. Wygod
    (incorporated by reference to Exhibit 10.3 to the
    Registrants Current Report on
    Form 8-K
    filed on February 2, 2006)10
.7*

Employment Agreement, dated
    September 23, 2004, between the Registrant and Kevin
    Cameron (incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed September 28, 2004)10
.8*

Letter Agreement, dated as of
    February 1, 2006 between the Registrant and Kevin M.
    Cameron (incorporated by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K
    filed on February 2, 2006)10
.9*

Amended and Restated Stock Option
    Agreement dated August 21, 2000 between the Registrant (as
    successor to Medical Manager Corporation) and Martin J. Wygod
    (incorporated by reference to Exhibit 10.21 to the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2000, as amended by
    Amendment No. 1 on
    Form 10-K/A)10
.10*

Employment Agreement dated as of
    October 23, 2002 between the Registrant and Roger C.
    Holstein (incorporated by reference to Exhibit 10.14 to the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2002) E-2




---



##### 



Exhibit No.

Description10
.11*

Letter Agreement, dated as of
    April 27, 2005, between the Registrant. and Roger C.
    Holstein (incorporated by reference to Exhibit 99.3 to the
    Registrants Current Report on
    Form 8-K
    filed on May 3, 2005)10
.12*

Employment Agreement, dated as of
    April 28, 2005, between WebMD, Inc. and Wayne T. Gattinella
    (incorporated by reference to Exhibit 99.1 to the
    Registrants Current Report on
    Form 8-K
    filed on May 3, 2005)10
.13*

Employment Agreement, dated as of
    April 28, 2005, between WebMD, Inc. and David Gang
    (incorporated by reference to Exhibit 99.2 to the
    Registrants Current Report on
    Form 8-K
    filed on May 3, 2005)10
.14*

Amendment, dated as of
    July 13, 2005, to the Employment Agreement between WebMD,
    Inc. and David Gang (incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed on July 14, 2005)10
.15*

Amendment, dated as of
    March 9, 2006, to the Employment Agreement between WebMD,
    Inc. and David Gang (incorporated by reference to
    Exhibit 10.1 to WHCs the Registrants Current
    Report on
    Form 8-K
    filed on March 15, 2006)10
.16*

Employment Agreement dated as of
    February 1, 2006, between the Registrant and Charles A.
    Mele (incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed February 2, 2006)10
.17*

Amended and Restated Employment
    Agreement, dated as of July 14, 2005 between WebMD Health
    Corp. (WHC), which was then known as WebMD Health
    Holdings, Inc., and Anthony Vuolo (incorporated by reference to
    Exhibit 99.2 to the Registrants Current Report on
    Form 8-K
    filed on July 19, 2005)10
.18*

Form of Amended and Restated Stock
    Option Agreement dated August 21, 2000, between the
    Registrant (as successor to Medical Manager Corporation) and
    each of Charles A. Mele and Anthony Vuolo (incorporated by
    reference to Exhibit 10.54 to the Registrants Annual
    Report on
    Form 10-K
    for the year ended December 31, 2001, as amended by
    Amendment No. 1 on
    Form 10-K/A)10
.19*

WebMD Corporation 2001 Employee
    Non-Qualified Stock Option Plan, as amended (incorporated by
    reference to Exhibit 10.46 to the Registrants
    Form 10-K
    for the year ended December 31, 2001, as amended by
    Amendment No. 1 on
    Form 10-K/A)10
.20*

WebMD Corporation 2002 Restricted
    Stock Plan and Form of Award Agreement (incorporated by
    reference to Exhibit 10.21 to the Registrants Annual
    Report on
    Form 10-K
    for the year ended December 31, 2002)10
.21*

Healtheon Corporation 1996 Stock
    Plan (incorporated by reference to Exhibit 10.2 to
    Amendment No. 2 to the Registrants Registration
    Statement on
    Form S-1
    (No.
    333-70553)
    filed February 10, 1999)10
.22*

WebMD Corporation Amended and
    Restated 1998 Employee Stock Purchase Plan (incorporated by
    reference to Exhibit 99.27 to the Registrants
    Registration Statement on
    Form S-8
    (No. 333-47250)
    filed October 4, 2000)10
.23*

Amended and Restated Emdeon
    Corporation 2000 Long-Term Incentive Plan**10
.24*

WebMD, Inc. Amended and Restated
    1997 Stock Incentive Plan, as amended (incorporated by reference
    to Exhibit 10.2 to the Registrants Registration
    Statement on
    Form S-8
    (No. 33-90795)
    filed November 12, 1999)10
.25*

Envoy Stock Plan (incorporated by
    reference to Exhibit 99.1 to the Registrants
    Registration Statement on
    Form S-8
    (No. 333-42616)
    filed July 31, 2000)10
.26*

Amended and Restated 1989
    Class A Non-Qualified Stock Option Plan of Synetic, Inc.
    (incorporated by reference to Exhibit 10.1 to Synetic,
    Inc.s Registration Statement on
    Form S-1
    (No. 333-28654)
    filed May 18, 1989)10
.27*

Amended and Restated 1989
    Class B Non-Qualified Stock Option Plan of Synetic, Inc.
    (incorporated by reference to Exhibit 10.2 to Synetic,
    Inc.s Registration Statement on
    Form S-1
    (No. 333-28654)
    filed May 18, 1989) E-3




---



##### 



Exhibit No.

Description10
.28*

1991 Director Stock Option
    Plan of Synetic, Inc. (incorporated by reference to
    Exhibit 4.2 to Synetic, Inc.s Registration Statement
    on
    Form S-8
    (No. 333-46640)
    filed March 24, 1992)10
.29*

Amended and Restated 1991 Special
    Non-Qualified Stock Option Plan of Synetic, Inc. (incorporated
    by reference to Exhibit 4.3 to Synetic, Inc.s
    Registration Statement on
    Form S-8
    (No. 333-36041)
    filed September 19, 1997)10
.30*

Medical Manager Corporations
    1996 Amended and Restated Long-Term Incentive Plan (incorporated
    by reference to Exhibit 10.1 to Medical Manager
    Corporations (Commission File
    No. 0-29090)
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 1998)10
.31*

Medical Manager Corporations
    1996 Amended and Restated Non-Employee Directors Stock
    Plan (incorporated by reference to Exhibit 10.2 to Medical
    Manager Corporations (Commission File
    No. 0-29090)
    Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1997)10
.32*

1996 Class C Stock Option
    Plan of Synetic, Inc. (incorporated by reference to
    Exhibit 4.1 to Synetic, Inc.s Registration Statement
    on
    Form S-8
    (No. 333-36041)
    filed September 19, 1997)10
.33*

1997 Class D Stock Option
    Plan of Synetic, Inc. (incorporated by reference to
    Exhibit 4.2 to Synetic, Inc.s Registration Statement
    on
    Form S-8
    (No. 333-36041)
    filed September 19, 1997)10
.34*

1998 Class E Stock Option
    Plan of Synetic, Inc. (incorporated by reference to
    Exhibit 4.1 to Synetic, Inc.s Registration Statement
    on
    Form S-8
    (No. 333-72517)
    filed February 17, 1999)10
.35*

The 1999 Medical Manager
    Corporation Stock Option Plan for Employees of Medical Manager
    Systems, Inc. (incorporated by reference to Exhibit 10.28
    to Medical Manager Corporations Annual Report on
    Form 10-K
    for the year ended June 30, 1999)10
.36*

1998 Porex Technologies Corp.
    Stock Option Plan of Synetic, Inc. (incorporated by reference to
    Exhibit 4.2 to Synetic, Inc.s Registration Statement
    on
    Form S-8
    (No. 333-72517)
    filed February 17, 1999)10
.37*

CareInsite, Inc. 1999 Officer
    Stock Option Plan (incorporated by reference to
    Exhibit 10.18 to Amendment No. 6 to CareInsite,
    Inc.s Registration Statement on
    Form S-1
    (No. 333-75071)
    filed June 11, 1999)10
.38*

CareInsite, Inc. 1999 Employee
    Stock Option Plan (incorporated by reference to
    Exhibit 10.17 to Amendment No. 6 to CareInsite,
    Inc.s Registration Statement on
    Form S-1
    (No. 333-75071)
    filed June 11, 1999)10
.39*

CareInsite, Inc.
    1999 Director Stock Option Plan (incorporated by reference
    to Annex H to the Proxy Statement/Prospectus, filed on
    August 7, 2000, and included in the Registrants
    Registration Statement on
    Form S-4
    (No. 333-39592)10
.40*

Amendment to the Company Stock
    Option Plans of Medical Manager Corporation and CareInsite, Inc.
    (incorporated by reference to Exhibit 99.28 to the
    Registrants Registration Statement on
    Form S-8
    (No. 333-47250)
    filed October 4, 2000)10
.41*

Employment Agreement, dated as of
    September 11, 2000, between the Registrant and Kirk Layman
    (incorporated by reference to Exhibit 10.44 to the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2003)10
.42*

2003 Non-Qualified Stock Option
    Plan for Employees of Advanced Business Fulfillment, Inc.
    (incorporated by reference to Exhibit 10.2 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2003)10
.43*

2004 Non-Qualified Stock Option
    Plan for Employees of Dakota Imaging, Inc. (incorporated by
    reference to Exhibit 10.1 to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2004)10
.44*

2004 Non-Qualified Stock Option
    Plan for Employees of VIPS, Inc. (incorporated by reference to
    Exhibit 10.2 of the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2004)10
.45*

Stock Option Agreement between the
    Registrant and Wayne Gattinella dated August 20, 2001
    (incorporated by reference to Exhibit 4.8 to the
    Registrants Registration Statement on
    Form S-8
    (No. 333-888420)
    filed May 16, 2002) E-4




---



##### 



Exhibit No.

Description10
.46*

Employment Agreement, dated as of
    September 23, 2003, between the Registrant and Andrew
    Corbin (incorporated by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2003)10
.47*

Letter Agreement between the
    Registrant and Andrew C. Corbin dated November 3, 2005
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2005)10
.48*

Employment Agreement, dated as of
    December 4, 2003, between Envoy Corporation and Tony
    Holcombe (incorporated by reference to Exhibit 10.49 to the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2003)10
.49*

Letter Amendment, dated
    September 23, 2004, between the Registrant and Tony
    Holcombe (incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed September 28, 2004)10
.50

Amended and Restated Tax Sharing
    Agreement between WHC and the Registrant (incorporated by
    reference from Exhibit 10.1 to the Registrants
    Current Report on
    Form 8-K
    filed February 16, 2006)10
.51

Contribution, Assignment and
    Assumption Agreement, dated as of September 6, 2005, by and
    between WHC and the Registrant (incorporated by reference to
    Exhibit 10.5 to the WHC Registration Statement)10
.52*

Form of Restricted Stock Agreement
    between WHC and Employees (incorporated by reference to
    Exhibit 10.48 to the WHC Registration Statement)10
.53*

Form of Restricted Stock Agreement
    between WHC and Non-Employee Directors (incorporated by
    reference to Exhibit 10.49 to the WHC Registration
    Statement)10
.54*

Form of Non-Qualified Stock Option
    Agreement between WHC and Employees (incorporated by reference
    to Exhibit 10.50 to the WHC Registration Statement)10
.55*

Form of Non-Qualified Stock Option
    Agreement between WHC and Non-Employee Directors (incorporated
    by reference to Exhibit 10.51 to the WHC Registration
    Statement)10
.56*

Amended and Restated WebMD Health
    Corp. 2005 Long-Term Incentive Plan (incorporated by reference
    to Exhibit 10.27 to WHCs Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005)10
.57*

Form of Restricted Stock Agreement
    between the Registrant and Employees for Grants Under the
    Registrants 2000 Long-Term Incentive Plan**10
.58*

Form of Non-Qualified Stock Option
    Agreement between the Registrant and Employees for Grants Under
    the Registrants 2000 Long-Term Incentive Plan**10
.59*

Form of Non-Qualified Stock Option
    Agreement between the Registrant and Employees for Grants Under
    the Registrants 1996 Stock Plan**12
.1

Computation of Ratio of Earnings
    to Fixed Charges**14
.1

Code of Business Conduct
    (incorporated by reference to Exhibit 14.1 to the
    Registrants Current Report on
    Form 8-K
    filed February 9, 2006)21


Subsidiaries of the Registrant**23
.1

Consent of Ernst & Young
    LLP, Independent Registered Public Accounting Firm24
.1

Power of Attorney (see page 105)31
.1

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Executive Officer of the Registrant31
.2

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Financial Officer of the Registrant32
.1

Section 1350 Certification of
    Chief Executive Officer of the Registrant32
.2

Section 1350 Certification of
    Chief Financial Officer of the Registrant99
.1

Amended and Restated Audit
    Committee Charter (incorporated by reference to
    Exhibit 99.1 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2004) E-5




---



##### 



Exhibit No.

Description99
.2

Amended and Restated Compensation
    Committee Charter (incorporated by reference to
    Exhibit 99.2 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2004)99
.3

Amended and Restated Nominating
    Committee Charter (incorporated by reference to
    Exhibit 99.3 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2004)99
.4

Governance & Compliance
    Committee Charter (incorporated by reference to
    Exhibit 99.4 to the Registrants Current Report on
    Form 8-K
    filed November 4, 2004)99
.5

Restated Certificate of
    Incorporation of WHC (incorporated by reference to
    Exhibit 99.1 to the Registration Statement on
    Form 8-A
    filed by WHC on September 29, 2005 (referred to in this
    Exhibit Index as the WHC
    Form 8-A)99
.6

By-laws of WHC (incorporated by
    reference to Exhibit 99.2 to the WHC
    Form 8-A)99
.7

Form of Services Agreement between
    WHC and the Registrant (incorporated by reference to
    Exhibit 10.2 to WHCs Registration Statement on
    Form S-1
    (No.
    333-124832)
    (referred to in this Exhibit Index as the WHC
    Registration Statement))99
.8

Form of Indemnity Agreement
    between WHC and the Registrant (incorporated by reference to
    Exhibit 10.3 to the WHC Registration Statement)99
.9

Form of Intellectual Property
    License Agreement between WHC and the Registrant (incorporated
    by reference to Exhibit 10.4 to the WHC Registration
    Statement)99
.10

Form of Private Portal Services
    Agreement between the Registrant and WebMD, Inc. (incorporated
    by reference to Exhibit 10.6 to the WHC Registration
    Statement)99
.11

Form of Content License Agreement
    between the Registrant and WebMD, Inc. (incorporated by
    reference to Exhibit 10.7 to the WHC Registration Statement)99
.12

Form of Database Agreement between
    the Registrant and WebMD, Inc. (incorporated by reference to
    Exhibit 10.8 to the WHC Registration Statement)99
.13

Business Services Agreement, dated
    as of January 31, 2006, among the Registrant, Envoy
    Corporation, Emdeon Practice Services, Inc. and WHC
    (incorporated by reference to Exhibit 10.1 to WHCs
    Current Report on
    Form 8-K
    filed February 1, 2006)99
.14

Marketing Agreement, dated as of
    January 31, 2006, among the Registrant, Envoy Corporation
    and WHC (incorporated by reference to Exhibit 10.2 to
    WHCs Current Report on
    Form 8-K
    filed February 1, 2006)99
.15

Joint Development Agreement, dated
    as of January 31, 2006, among Envoy Corporation, Emdeon
    Practice Services, Inc. and WHC (incorporated by reference to
    Exhibit 10.3 to WHCs Current Report on
    Form 8-K
    filed February 1, 2006)     *
    
    Agreement relates to executive compensation.  E-6