##### Table of Contents









UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-K/ A


Amendment No. 1 to


|   |  |                                                                                            
|-- |  | -------------------------------------------------------------------------------------------
|þ  |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934   
|   |  | For the fiscal year ended December 31, 2004                                                
|  
|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: 0-24975





WebMD 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)                

(Registrants telephone number including area code):
(201) 703-3400


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


(Title of each class)


þ o


þ


þ o




DOCUMENTS INCORPORATED BY REFERENCE












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TABLE OF CONTENTS



|                                             |                                                                                                         |  |  |  |  |  |  | 
|-------------------------------------------- | ------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART III                                    
|                                             | Item 10. Directors and Executive Officers of the Registrant                                            
|                                             | Item 11. Executive Compensation                                                                        
|                                             | Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|                                             | Item 13. Certain Relationships and Related Transactions                                                
|                                             | Item 14. Principal Accountant Fees and Services                                                        
|SIGNATURES                                  
|EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
|EX-31.2 SECTION 302 CERTIFICATION OF THE CFO



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PART III







|         |                                                   
|-------- | --------------------------------------------------
|Item 10. | Directors and Executive Officers of the Registrant

Directors and Executive Officers




Directors


|                          |  |     |    |  |           |                                                                                                      
|------------------------- |  | --- | -- |  | --------- | -----------------------------------------------------------------------------------------------------
|Name                      |  | Age |    |  | Positions
|                          |  |     |    |  |          
|Mark J. Adler, M.D.(3)(4) |  |     | 48 |  |           | Director; Chairman of the Compensation Committee                                                     
|Paul A. Brooke(1)(2)(5)   |  |     | 59 |  |           | Director                                                                                             
|Kevin M. Cameron(1)       |  |     | 38 |  |           | Director; Chief Executive Officer                                                                    
|Neil F. Dimick(4)(5)      |  |     | 55 |  |           | Director; Chairman of the Nominating Committee; Chairman of the
    Governance & Compliance Committee
|James V. Manning(1)(2)(4) |  |     | 58 |  |           | Director; Chairman of the Audit Committee                                                            
|Herman Sarkowsky(3)(5)    |  |     | 79 |  |           | Director                                                                                             
|Joseph E. Smith(1)(2)(3)  |  |     | 66 |  |           | Director                                                                                             
|Martin J. Wygod(1)        |  |     | 65 |  |           | Chairman of the Board                                                                                






|    |                                                
|--- | -----------------------------------------------
|(1) | Member of the Executive Committee              
|   
|(2) | Member of the Audit Committee                  
|   
|(3) | Member of the Compensation Committee           
|   
|(4) | Member of the Governance & Compliance Committee
|   
|(5) | Member of the Nominating Committee             



1



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Executive Officers


|                    |  |     |    |  |           |                                                                                                                         
|------------------- |  | --- | -- |  | --------- | ------------------------------------------------------------------------------------------------------------------------
|Name                |  | Age |    |  | Positions
|                    |  |     |    |  |          
|Kevin M. Cameron    |  |     | 38 |  |           | Chief Executive Officer                                                                                                 
|Tony G. Holcombe    |  |     | 49 |  |           | President; and President of WebMD Business Services                                                                     
|Andrew C. Corbin    |  |     | 42 |  |           | Executive Vice President and Chief Financial Officer; and
    Interim President of WebMD Practice Services              
|K. Robert Draughon  |  |     | 45 |  |           | Executive Vice President, Business Development                                                                          
|Wayne T. Gattinella |  |     | 53 |  |           | Co-Chief Executive Officer and President of WebMD Health                                                                
|Kirk G. Layman      |  |     | 46 |  |           | Executive Vice President, Administration                                                                                
|Charles A. Mele     |  |     | 48 |  |           | Executive Vice President, General Counsel and Secretary                                                                 
|William G. Midgette |  |     | 49 |  |           | Chief Executive Office of Porex                                                                                         
|Anthony Vuolo       |  |     | 47 |  |           | Executive Vice President, Business Development                                                                          
|Steven Zatz, M.D.   |  |     | 48 |  |           | Executive Vice President, Chief Medical Officer; and Executive
    Vice President, Professional Services of WebMD Health
|Martin J. Wygod     |  |     | 65 |  |           | Chairman of the Board                                                                                                   

Mark J. Adler, M.D.,


Paul A. Brooke


Kevin M. Cameron


Andrew C. Corbin


2



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Neil F. Dimick


K. Robert Draughon


Wayne T. Gattinella


Tony G. Holcombe


Kirk G. Layman


James V. Manning


3



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Charles A. Mele


William G. Midgette


Herman Sarkowsky


Joseph E. Smith


Anthony Vuolo


Martin J. Wygod


Steven Zatz, M.D.,


4



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Corporate Governance


Board of Directors.










| |   |                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | forwarded to the addressees or distributed at the next scheduled
    Board meeting; or                                                                                                              
|
| |  | if they relate to financial or accounting matters, forwarded to
    the Audit Committee or discussed at the next scheduled Audit
    Committee meeting; or                                          
|
| |  | if they relate to the recommendation of the nomination of an
    individual, forwarded to the Nominating Committee or discussed
    at the next scheduled Nominating Committee meeting; or          
|
| |  | if they relate to the operations of WebMD, forwarded to the
    appropriate officers of WebMD, and the response or other
    handling reported to the Board at the next scheduled Board
    meeting.

5



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Executive Committee.


Audit Committee.




| |   |                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | retaining and overseeing the registered public accounting firm
    that serves as our independent auditor and evaluating their
    performance and independence;                      
|
| |  | reviewing the annual audit plan with WebMDs management and
    registered public accounting firm;                                                                                    
|
| |  | pre-approving any permitted non-audit services provided by our
    registered public accounting firm;                                                                                 
|
| |  | approving the fees to be paid to our registered public
    accounting firm;                                                                                                           
|
| |  | reviewing the adequacy and effectiveness of our internal
    controls with WebMDs management, internal auditors and
    registered public accounting firm;                           
|
| |  | reviewing and discussing the annual audited financial statements
    and the interim unaudited financial statements with WebMDs
    management and registered public accounting firm;
|
| |  | approving our internal audit plan and reviewing reports of our
    internal auditors;                                                                                                 
|
| |  | determining whether to approve related party
    transactions; and                                                                                                                    
|
| |  | overseeing the administration of WebMDs Code of Business
    Conduct.                                                                                                                

www.webmd.com


Compensation Committee.




| |   |                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------
| |  | oversight of our executive compensation program and our
    incentive and equity compensation plans;                       
|
| |  | determination of compensation levels for and grants of incentive
    and equity-based awards to our executive officers; and

6



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| |   |                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------
| |  | review of and making recommendations regarding other matters
    relating to WebMDs compensation practices.



Nominating Committee.




| |   |                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------
| |  | identifying individuals qualified to become Board members;                                            
|
| |  | recommending to the Board the director nominees for each Annual
    Meeting of Stockholders; and      
|
| |  | recommending to the Board candidates for filling vacancies that
    may occur between Annual Meetings.





| |   |                                                                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the amount and type of the potential nominees managerial
    and policy-making experience in complex organizations and
    whether any such experience is particularly relevant to WebMD;                                                                                        
|
| |  | any specialized skills or experience that the potential nominee
    has and whether such skills or experience are particularly
    relevant to WebMD;                                                                                                                             
|
| |  | in the case of non-employee directors, whether the potential
    nominee has sufficient time to devote to service on the WebMD
    Board and the nature of any conflicts of interest or potential
    conflicts of interest arising from the nominees existing
    relationships;
|
| |  | in the case of non-employee directors, whether the nominee would
    be an independent director and would be considered a
    financial expert or financially literate
    under applicable listing standards of The NASDAQ Stock Market
    and applicable law;              
|
| |  | in the case of potential new members, whether the nominee
    assists in achieving a mix of Board members that represents a
    diversity of background and experience, including with respect
    to age, gender, race, areas of expertise and skills; and                       
|
| |  | in the case of existing members, the nominees
    contributions as a member of the Board during his or her prior
    service.                                                                                                                                                    



7



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Governance & Compliance Committee.




| |   |                                                                                                                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | evaluating and making recommendations to the Board regarding
    matters relating to the governance of WebMD;                                                                                                                      
|
| |  | assisting the Board in coordinating the activities of the
    Boards other standing committees, including with respect
    to WebMDs compliance programs and providing additional
    oversight of those compliance programs; and
|
| |  | providing oversight of senior executive recruitment and
    management development.                                                                                                                                                





Other Committees.




| |   |                                                                                                                                                                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Messrs. Brooke, Manning, Sarkowsky and Smith and
    Dr. Adler are members of a special committee of the Board
    to oversee matters relating to the investigations described in
    Legal Proceedings  Investigations by United
    States Attorney for the District of South Carolina and the
    SEC;
|
| |  | Dr. Adler and Messrs. Dimick and Wygod are members of
    a special committee of the Board to provide oversight of the
    preparations to establish WebMD Health as a separate publicly
    traded company; and                                                                                            
|
| |  | Messrs. Manning and Smith are members of a special
    committee of the Board authorized to make determinations
    relating to our stock repurchase program.                                                                                                                                               

Section 16(a) Beneficial Ownership Reporting
Compliance




8



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|         |                       
|-------- | ----------------------
|Item 11. | Executive Compensation

Executive Compensation




Summary Compensation Table


|                            |                           |      |      |                     |           |              |            |           |        |                        |                 |            |     |        |           |   |            |  |           |                 |  |  |           |           |  |  |   |         |    
|--------------------------- | ------------------------- | ---- | ---- | ------------------- | --------- | ------------ | ---------- | --------- | ------ | ---------------------- | --------------- | ---------- | --- | ------ | --------- | - | ---------- |  | --------- | --------------- |  |  | --------- | --------- |  |  | - | ------- | ---
|                            |                           |      |      |                     |           |              |            |           |        | Long-Term Compensation |                 |            |    
|                            |                           |      |      |                     |           |              |            |           |        | Awards                 |                 |            |    
|                            |                           |      |      |                     |           |              |            |           |       
|                            |                           |      |      | Annual Compensation |           |              | Restricted |           |        |                        |                 |           
|                            |                           |      |      |                     |           |              | Stock      |           |        | Securities             |                 |            |    
|                            |                           |      |      |                     |           | Other Annual |            |           | Awards |                        |                 | Underlying |     |        | All Other |  
|Name and Principal Position |                           | Year |      |                     | Salary($) |              |            | Bonus($)  |        |                        | Compensation($) |            |     | ($)(1) |           |   | Options(#) |  |           | Compensation($) | 
|                            |                           |      |      |                     |           |              |            |           |        |                        |                 |            |     |        |           |   |            |  |           |                 | 
|Kevin M. Cameron            |                           |      | 2004 |                     |           |              | 502,500    |           |        |                        | 402,000         |            |     |        |          |   |            |  | 2,179,950 | (3)             |  |  | 1,700,000 |           |  |  |  |        
|                            | Chief Executive           |      |      | 2003                |           |              |            | 270,000   |        |                        |                 |           |     |        |           |  |            |  |           |                |  |  |           |          |  |  |   | 588,580 | (4)
|                            | Officer(2)                |      |      | 2002                |           |              |            | 146,400   |        |                        |                 |           |     |        |           |  |            |  |           |                |  |  |           |          |  |  |   | 257,350 | (5)
|Andrew C. Corbin            |                           |      | 2004 |                     |           |              | 450,000    |           |        |                        | 415,000         | (6)        |     |        |          |   |            |  | 322,125   | (7)             |  |  |          |           |  |  |  |        
|                            | Executive Vice President  |      |      | 2003                |           |              |            | 100,385   | (8)    |                        |                 | 122,917    | (9) |        |           |  |            |  |           |                |  |  |           | 600,000   |  |  |   |        |    
|                            | and Chief Financial       |      |      |                     |           |              |            |           |        |                        |                 |            |     |        |           |   |            |  |           |                 |  |  |           |           |  |  |   |         |    
|                            | Officer                   |      |      |                     |           |              |            |           |        |                        |                 |            |     |        |           |   |            |  |           |                 |  |  |           |           |  |  |   |         |    
|Wayne T. Gattinella         |                           |      | 2004 |                     |           |              | 450,000    |           |        |                        | 300,000         |            |     |        |          |   |            |  | 322,125   | (7)             |  |  | 250,000   |           |  |  |  |        
|                            | Co-CEO and President of   |      |      | 2003                |           |              |            | 450,000   |        |                        |                 | 125,000    |     |        |           |  |            |  |           |                |  |  |           |          |  |  |   |        |    
|                            | WebMD Health              |      |      | 2002                |           |              |            | 410,000   |        |                        |                 | 165,000    |     |        |           |  |            |  |           |                |  |  |           |          |  |  |   |        |    
|Tony G. Holcombe            |                           |      | 2004 |                     |           |              | 475,000    |           |        |                        | 300,000         |            |     |        |          |   |            |  | 1,021,125 | (10)            |  |  | 400,000   |           |  |  |  |        
|                            | President                 |      |      | 2003                |           |              |            | 22,500    | (11)   |                        |                 |           |     |        |           |  |            |  |           |                |  |  |           | 400,000   |  |  |   |        |    
|Roger C. Holstein           |                           |      | 2004 |                     |           |              | 915,000    |           |        |                        | 402,000         |            |     |        |          |   |            |  | 715,547   | (12)            |  |  |          |           |  |  |  |        
|                            | Former CEO of             |      |      | 2003                |           |              |            | 861,538   |        |                        |                 |           |     |        |           |  |            |  |           |                |  |  |           | 500,000   |  |  |   |        |    
|                            | WebMD Health(2)           |      |      | 2002                |           |              |            | 480,000   |        |                        |                 | 450,000    |     |        |           |  |            |  |           |                |  |  |           | 1,000,000 |  |  |   |        |    
|Charles A. Mele             |                           |      | 2004 |                     |           |              | 450,000    |           |        |                        | 300,000         |            |     |        |          |   |            |  | 322,125   | (7)             |  |  | 250,000   |           |  |  |  |        
|                            | Executive Vice President, |      |      | 2003                |           |              |            | 450,000   |        |                        |                 |           |     |        |           |  |            |  |           |                |  |  |           |          |  |  |   |        |    
|                            | General Counsel and       |      |      | 2002                |           |              |            | 450,000   |        |                        |                 | 350,000    |     |        |           |  |            |  |           |                |  |  |           |          |  |  |   |        |    
|                            | Secretary                 |      |      |                     |           |              |            |           |        |                        |                 |            |     |        |           |   |            |  |           |                 |  |  |           |           |  |  |   |         |    
|Martin J. Wygod             |                           |      | 2004 |                     |           |              | 1,260,000  |           |        |                        | 402,000         |            |     |        |          |   |            |  |          |                 |  |  |          |           |  |  |  |        
|                            | Chairman of the Board     |      |      | 2003                |           |              |            | 1,308,900 |        |                        |                 |           |     |        |           |  |            |  |           |                |  |  |           |          |  |  |   |        |    
|                            |                           |      |      | 2002                |           |              |            | 1,400,000 |        |                        |                 | 475,000    |     |        |           |  |            |  |           |                |  |  |           |          |  |  |   |        |    






| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Holders of restricted shares of WebMD common stock (which we
    refer to as Restricted Stock) have voting power and the right to
    receive dividends, if any are declared on WebMD common stock,
    with respect to shares of Restricted Stock, but their ability to
    sell shares of Restricted Stock is subject to vesting
    requirements based on continued employment, as described in the
    footnotes below. The dollar value of Restricted Stock listed in
    this column is calculated by multiplying the number of shares
    granted by the closing market price of WebMD common stock on the
    date of each grant, as described in the footnotes below.
|
| | (2) | Mr. Cameron became our Chief Executive Officer in October
    2004. Mr. Holstein was our Chief Executive Officer from May
    2003 to September 2004 and served as CEO of our WebMD Health
    segment from October 2004 until his resignation in April 2005.                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (3) | The dollar value listed in the table is for 305,000 shares
    of Restricted Stock granted during 2004 and is based on:
    (a) $8.59 per share, the closing market price of WebMD
    common stock on March 17, 2004, the date of grant of
    30,000 shares of Restricted Stock, of which
    (i) 10,000 shares vested on March 17, 2005,
    (ii) 10,000 shares will vest on March 17, 2006
    and (iii) 10,000 shares will vest on March 17,
    2007; and (b) $6.99 per share, the closing market
    price of WebMD common stock on October 1, 2004, the date
    275,000 shares of Restricted Stock were granted to
    Mr. Cameron upon                              

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | becoming Chief Executive Officer of WebMD, of which
    (i) 46,750 shares will vest on October 1, 2005,
    (ii) 50,875 shares will vest on October 1, 2006,
    (iii) 55,000 shares will vest on October 1, 2007,
    (iv) 59,125 shares will vest on October 1, 2008
    and (v) 63,250 shares will vest on October 1,
    2009. As of December 31, 2004, the aggregate value of the
    305,000 shares of Restricted Stock, all of which were
    unvested at that date, was $2,488,800, based on the closing
    market price of $8.16 per share of WebMD common stock on
    that date.                                       
|
| | (4) | Consists of (a) $500,000 for the forgiveness, in January
    2003, of the then outstanding principal amount of a loan that we
    made to Mr. Cameron in September 2000 and (b) $88,580
    in payments made to Mr. Cameron pursuant to WebMDs
    long-term disability plan.                                                                                                                                                                                                                                                                                                                                                     
|
| | (5) | Consists of (a) $11,100 in short-term disability payments
    made to Mr. Cameron by the State of New Jersey,
    (b) $168,750 in payments made to Mr. Cameron pursuant to
    WebMDs short-term disability plan and (c) $77,500 in
    payments made to Mr. Cameron pursuant to WebMDs
    long-term disability plan.                                                                                                                                                                                                                                                                                                           
|
| | (6) | Consists of (a) a bonus for 2004 of $270,000 and (b) a
    one-time bonus payment of $145,000 made on the first anniversary
    of Mr. Corbins employment and included in the terms
    of his employment agreement as an inducement to enter into the
    employ of WebMD.                                                                                                                                                                                                                                                                                                                                                       
|
| | (7) | The dollar value listed in the table is based on $8.59 per
    share, the closing market price of WebMD common stock on
    March 17, 2004, the date of grant of 37,500 shares of
    Restricted Stock, of which (i) 12,500 shares vested on
    March 17, 2005, (ii) 12,500 shares will vest on
    March 17, 2006 and (iii) 12,500 shares will vest
    on March 17, 2007. As of December 31, 2004, the
    aggregate value of the 37,500 shares of Restricted Stock,
    all of which were unvested at that date, was $306,000, based on
    the closing market price of $8.16 per share of WebMD common
    stock on that date.
|
| | (8) | Mr. Corbin was not employed by WebMD prior to
    October 13, 2003. As a result, only compensation that we
    paid to Mr. Corbin beginning on that date is reflected in
    this table.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (9) | Consists of (a) a bonus for 2003 of $56,250 and (b) a
    one-time bonus payment of $66,667 made as an inducement to enter
    into the employ of WebMD, pursuant to the terms of
    Mr. Corbins employment agreement.                                                                                                                                                                                                                                                                                                                                                                                                           



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | The dollar value listed in the table is for 137,500 shares
    of Restricted Stock granted during 2004 and is based on:
    (a) $8.59 per share, the closing market price of WebMD
    common stock on March 17, 2004, the date of grant of
    37,500 shares of Restricted Stock, of which
    (i) 12,500 shares vested on March 17, 2005,
    (ii) 12,500 shares will vest on March 17, 2006
    and (iii) 12,500 shares will vest on March 17,
    2007; and (b) $6.99 per share, the closing market
    price of WebMD common stock on October 1, 2004, the date
    100,000 shares of Restricted Stock were granted to
    Mr. Holcombe upon becoming President of WebMD, of which
    (i) 17,000 shares will vest on October 1, 2005,
    (ii) 18,500 shares will vest on October 1, 2006,
    (iii) 20,000 shares will vest on October 1, 2007,
    (iv) 21,500 shares will vest on October 1, 2008
    and (v) 23,000 shares will vest on October 1,
    2009. As of December 31, 2004, the aggregate value of the
    137,500 shares of Restricted Stock, all of which were
    unvested at that date, was $1,122,000, based on the closing
    market price of $8.16 per share of WebMD common stock on
    that date.
|    
|(11) | Mr. Holcombe was not employed by WebMD prior to
    December 15, 2003. As a result, only compensation that we
    paid to Mr. Holcombe beginning on that date is reflected in
    this table.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|(12) | The dollar value listed in the table is based on $8.59 per
    share, the closing market price on March 17, 2004, the date
    of grant of 83,300 shares of Restricted Stock, of which
    (i) 27,766 shares vested on March 17, 2005,
    (ii) 27,767 shares will vest on March 17, 2006
    and (iii) 27,767 shares will vest on March 17,
    2007. As of December 31, 2004, the aggregate value of the
    83,300 shares of Restricted Stock, all of which were
    unvested at that date, was $679,728, based on the closing market
    price of $8.16 per share of WebMD common stock on that
    date. Effective as of April 27, 2005, the date of
    Mr. Holsteins resignation from WebMD, all unvested
    restricted stock held by Mr. Holstein was forfeited. For
    additional information, see Executive
    Compensation  Compensation Arrangements with Named
    Executive Officers  Arrangements with Roger C.
    Holstein.                                                                                                                                                                                                                                                                            

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Option Grants in 2004


|                    |  |            |           |     |               |  |     |            |  |  |            |  |            |             |           |  |  |  |           | 
|------------------- |  | ---------- | --------- | --- | ------------- |  | --- | ---------- |  |  | ---------- |  | ---------- | ----------- | --------- |  |  |  | --------- | 
|Individual Grants   |  |            |          
|                    |  |            |          
|                    |  | Number of  |           |     | Percent of    |  |     |            |  | 
|                    |  | Securities |           |     | Total Options |  |     | Exercise   |  |  |            |  |           
|                    |  | Underlying |           |     | Granted to    |  |     | or         |  |  |            |  | Grant Date |            
|                    |  | Options    |           |     | Employees in  |  |     | Base Price |  |  | Expiration |  |            | Present     |          
|Name                |  | Granted(#) |           |     | 2004(1)       |  |     | ($/Share)  |  |  | Date       |  |            | Value($)(2) |          
|                    |  |            |           |     |               |  |     |            |  |  |            |  |            |             |          
|Kevin M. Cameron    |  |            | 200,000   | (3) |               |  | 1.0 |            |  |  | 8.59       |  |            |             | 3/17/2014 |  |  |  | 930,420   | 
|                    |  |            | 1,500,000 | (4) |               |  | 7.8 |            |  |  | 6.99       |  |            |             | 10/1/2014 |  |  |  | 5,368,835 | 
|Andrew C. Corbin    |  |            |          |     |               |  |    |            |  |  |           |  |            |             |          |  |  |  |          | 
|Wayne T. Gattinella |  |            | 250,000   | (3) |               |  | 1.3 |            |  |  | 8.59       |  |            |             | 3/17/2014 |  |  |  | 1,163,025 | 
|Tony G. Holcombe    |  |            | 400,000   | (4) |               |  | 2.1 |            |  |  | 6.99       |  |            |             | 10/1/2014 |  |  |  | 1,431,689 | 
|Roger C. Holstein   |  |            |          |     |               |  |    |            |  |  |           |  |            |             |          |  |  |  |          | 
|Charles A. Mele     |  |            | 250,000   | (3) |               |  | 1.3 |            |  |  | 8.59       |  |            |             | 3/17/2014 |  |  |  | 1,163,025 | 
|Martin J. Wygod     |  |            |          |     |               |  |    |            |  |  |           |  |            |             |          |  |  |  |          | 






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Based upon the total number of options that we granted to our
    employees during 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(2) | The estimated grant date present value reflected in the above
    table was determined using the Black-Scholes model and the
    following data and assumptions: (a) the applicable option
    exercise prices; (b) the exercise of options within
    three years of the date that they become exercisable;
    (c) a risk-free interest rate of (i)1.9% per annum
    with respect to options granted on March 17, 2004 and
    (ii) 3.2% per annum with respect to options granted on
    October 1, 2004; (d) volatility of (i) 0.6 for
    WebMD common stock with respect to options granted on
    March 17, 2004 and (ii) 0.5 for WebMD common stock
    with respect to options granted on October 1, 2004; and
    (e) that no dividends are paid on WebMD common stock. The
    ultimate values of the options will depend on the future market
    price of our common stock, which cannot be forecast with
    reasonable accuracy. The actual value, if any, an optionee will
    realize upon exercise of an option will depend on the excess of
    the market value of our common stock over the exercise price on
    the date the option is exercised. We cannot predict whether the
    value realized by an optionee will be at or near the value
    estimated by the Black-Scholes model or any other model applied
    to value the options.
|   
|(3) | These options vest and become exercisable with respect to
    1/3
    of the shares on each of September 17, 2005,
    September 17, 2006 and September 17, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(4) | These options vest and become exercisable as follows: 17% on the
    first anniversary of the date of grant; 18.5% on the second
    anniversary; 20% on the third anniversary; 21.5% on the fourth
    anniversary; and 23% on the fifth anniversary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              




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Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year-End Option Values


|                    |  |             |           |     |                |                        |                      |             |                      |                            |               |  |  |             |           |  |               |  |           |  |  |  |           | 
|------------------- |  | ----------- | --------- | --- | -------------- | ---------------------- | -------------------- | ----------- | -------------------- | -------------------------- | ------------- |  |  | ----------- | --------- |  | ------------- |  | --------- |  |  |  | --------- | 
|                    |  |             |           |     |                | Number of              |                      |             |                     
|                    |  |             |           |     |                | Securities Underlying  |                      |             | Value of Unexercised |                           
|                    |  |             |           |     |                | Unexercised Options at |                      |             | In-the-Money Options |                           
|                    |  | Shares      |           |     |                |                        | December 31, 2004(#) |             |                      | at December 31, 2004($)(2) |              
|                    |  | Acquired on |           |     | Value          |                        |                      |             |                      |                            |               | 
|Name                |  | Exercise(#) |           |     | Realized($)(1) |                        |                      | Exercisable |                      |                            | Unexercisable |  |  | Exercisable |           |  | Unexercisable | 
|                    |  |             |           |     |                |                        |                      |             |                      |                            |               |  |  |             |           |  |               | 
|Kevin M. Cameron    |  |             |          |     |                |                        |                     |             |                      |                            | 1,337,168     |  |  |             | 1,825,000 |  |               |  | 885,305   |  |  |  | 1,755,000 | 
|Andrew C. Corbin    |  |             |          |     |                |                        |                     |             |                      |                            | 150,000       |  |  |             | 450,000   |  |               |  | 4,500     |  |  |  | 13,500    | 
|Wayne T. Gattinella |  |             |          |     |                |                        |                     |             |                      |                            | 450,000       |  |  |             | 400,000   |  |               |  | 1,507,000 |  |  |  | 502,500   | 
|Tony G. Holcombe    |  |             |          |     |                |                        |                     |             |                      |                            | 100,000       |  |  |             | 700,000   |  |               |  |          |  |  |  | 468,000   | 
|Roger C. Holstein   |  |             |          |     |                |                        |                     |             |                      |                            | 3,234,000     |  |  |             | 1,000,000 |  |               |  | 3,345,000 |  |  |  | 1,470,000 | 
|Charles A. Mele     |  |             |          |     |                |                        |                     |             |                      |                            | 2,498,500     |  |  |             | 269,500   |  |               |  | 2,365,000 |  |  |  |          | 
|Martin J. Wygod     |  |             | 1,044,000 | (3) |                |                        | 3,382,560            |             |                      |                            | 3,685,000     |  |  |             |          |  |               |  |          |  |  |  |          | 






|    |                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The value realized is calculated based on the amount by which
    the aggregate market price, on the date of exercise, of the
    shares received exceeded the aggregate exercise price paid,
    regardless of whether such shares were sold or retained by the
    optionholder on that date.
|   
|(2) | The value of unexercised in-the-money options is calculated
    based on the closing market price per share of our common stock
    as of December 31, 2004, which was $8.16, net of the
    applicable option exercise price per share.                                                       
|   
|(3) | Mr. Wygod has retained, through the date of this Annual
    Report, ownership of the shares acquired on exercise.                                                                                                                                                                              

Compensation Arrangements with Named Executive Officers




| |                                   
| | ----------------------------------
| | Arrangements with Kevin M. Cameron





| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The agreement provides for an employment period through
    October 1, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | The agreement provides for an annual base salary of $660,000 and
    an annual bonus of up to 100% of base salary. For the fiscal
    year ended December 31, 2004, Mr. Cameron received a
    bonus of $402,000, determined by the Compensation Committee in
    its discretion, based on both his own and our companys
    performance. For the fiscal year ending December 31, 2005,
    the amount of Mr. Camerons bonus will again be in the
    discretion of the Compensation Committee. For subsequent years,
    the amount of the bonus will be based upon performance goals to
    be approved by the Compensation Committee with respect to each
    such year.                                                                                                                                                                                                                                                        
|
| |  | In the event of the termination of Mr. Camerons
    employment by us without cause or by
    Mr. Cameron for good reason, as those terms are
    defined in Mr. Camerons employment agreement, he
    would be entitled to: (a) continue to receive his base
    salary (i) at the rate in effect at the time of termination
    for a period of time equal to the length of his employment after
    October 1, 2004, rounded down to the nearest six months,
    but not longer than three years or (ii) if the total amount
    payable would be greater, for two years at a rate equal to his
    prior base salary of $450,000; and (b) continue to
    participate in our benefit plans (or comparable plans) for the
    duration of the severance period. In addition, all options and
    restricted stock granted to Mr. Cameron at or prior to the
    date of the employment agreement would remain outstanding and

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | continue to vest, and would otherwise be treated as if
    Mr. Cameron remained employed by WebMD through the same
    period as his salary is continued (but not less than two years).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Mr. Cameron may terminate his employment upon 30 days
    notice after 11 months following a change in
    control (as defined in the employment agreement) and, if
    this occurs: (a) Mr. Cameron would be entitled to
    continue to receive his base salary at his then current rate
    through October 1, 2009 (or, if longer, for three years
    following the termination); (b) Mr. Cameron would be
    entitled to annual bonus payments for the period of salary
    continuance in an amount equal to (i) if the calculation is
    based on his bonus for 2005, 50% of his base salary or
    (ii) if the calculation is based on his bonus for any year
    after 2005, the amount of his bonus for the year prior to the
    termination; (c) his participation in our benefit plans (or
    comparable plans) would continue for the duration of the salary
    continuation period; and (d) all options and restricted
    stock granted to Mr. Cameron at or prior to the date of the
    employment agreement which have not vested prior to the date of
    termination would be vested as of the date of termination and
    all such options would remain exercisable as if he remained in
    our employ through the expiration date specified in the
    respective stock option plans and agreements.
|
| |  | If Mr. Camerons employment is terminated by us for
    cause or by him without good reason, he (a) would not be
    entitled to any further compensation or benefits and
    (b) would not be entitled to any additional rights or
    vesting with respect to his stock options following the date of
    termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | In the event of the termination of Mr. Camerons
    employment as a result of his death or permanent disability, he
    (or his estate) would be entitled to three years of salary
    continuation, three years of benefit continuation and three
    years of vesting of the equity granted on or prior to
    October 1, 2004 and three years of continued exercisability
    of options to purchase WebMD common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | The employment agreement contains confidentiality obligations
    that survive indefinitely and non-solicitation and
    non-competition obligations that end on the second anniversary
    of the date of cessation of Mr. Camerons employment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | The employment agreement contains a tax gross-up provision
    relating to any excise tax that Mr. Cameron incurs by
    reason of his receipt of any payment that constitutes an excess
    parachute payment as defined in Section 280G of the
    Internal Revenue Code.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



Arrangements with Andrew C.
Corbin






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The employment agreement provides for an employment period
    through October 13, 2008.                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | The employment agreement provides for an annual base salary of
    $450,000 and an annual bonus, with a target of up to 50% of his
    base salary. For the fiscal year ended December 31, 2004,
    Mr. Corbin received a bonus of $270,000, determined by the
    Compensation Committee in its discretion, based upon both his
    own and our companys performance. As an inducement to
    enter into the employ of WebMD, Mr. Corbins
    employment agreement provided for a one-time bonus

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | payment of $145,000 to be made on the first anniversary of
    commencement of his employment, which payment was made in
    October 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | In the event of the termination of Mr. Corbins
    employment by us without cause or by Mr. Corbin
    for good reason, as those terms are defined in
    Mr. Corbins employment agreement, he would be
    entitled to: (a) continue to receive his base salary at the
    rate in effect at the time of termination for one year;
    (b) payment (at the time bonuses are paid to executive
    officers generally) of the bonus for the year of termination
    calculated based upon the bonus program in effect, provided that
    if no such bonus program is in effect, such bonus would be 50%
    of base salary; and (c) continue to participate in our
    benefit plans (or comparable plans) for the duration of the
    severance period. In addition, the option to
    purchase 600,000 shares granted to Mr. Corbin at
    the inception of his employment would remain outstanding and
    continue to vest, and would otherwise be treated as if
    Mr. Corbin remained employed by WebMD through the next
    vesting date.
|
| |  | Mr. Corbin may terminate his employment upon 30 days
    notice at any time after the first anniversary of a change
    in control (as defined in the employment agreement) and,
    if this occurs: (a) Mr. Corbin would be entitled to
    continue to receive his base salary for three years at his then
    current rate; (b) Mr. Corbin would be entitled to his
    bonus for the year of termination calculated in the same manner
    as if his employment was terminated without cause; (c) his
    participation in our benefit plans (or comparable plans) would
    continue for three years; and (d) the options to
    purchase 600,000 share of WebMD common stock granted
    in connection with his initial employment would remain
    outstanding and continue to vest as if he remained in our employ
    through the last vesting date applicable to the option.                                                                                                                                                               
|
| |  | If Mr. Corbins employment is terminated by us for
    cause or by him without good reason, he (a) would not be
    entitled to any further compensation or benefits and
    (b) would not be entitled to any additional rights or
    vesting with respect to his stock options following the date of
    termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | In the event of the termination of Mr. Corbins
    employment as a result of his death or permanent disability, he
    (or his estate) would be entitled to the same benefits as if his
    employment was terminated by WebMD without cause.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | The employment agreement contains confidentiality obligations
    that survive indefinitely and non-solicitation and
    non-competition obligations that end on the 18-month anniversary
    of the date of cessation of Mr. Corbins employment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | The employment agreement contains a tax gross-up provision
    relating to any excise tax that Mr. Corbin incurs by reason
    of his receipt of any payment that constitutes an excess
    parachute payment as defined in Section 280G of the
    Internal Revenue Code.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

Arrangements with Wayne T.
Gattinella






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Mr. Gattinella receives an annual base salary of $560,000
    and is eligible to earn a bonus of up to 100% of his base
    salary. Achievement of 50% of that bonus will be based upon the
    attainment of annual financial goals, and achievement of the
    remaining 50% will be based upon other annual performance goals.                                                                                                                                                                                                                                                                              
|
| |  | In the event an initial public offering of WebMD Health equity
    is consummated, WebMD Health would recommend to its Compensation
    Committee that, upon consummation, Mr. Gattinella be
    granted 100,000 shares of restricted WebMD Health common
    stock and options to purchase 400,000 shares of WebMD
    Health common stock, such numbers to be adjusted, up or down, to
    the extent the capitalization of WebMD Health is more or less
    than 100,000,000 shares. The per share exercise price of
    the options would be the fair market value of the common stock
    on the IPO date,

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | as determined by the Compensation Committee. The WebMD Health
    restricted stock and options would vest in equal installments
    over four years upon each anniversary of the grant date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | In the event of a change of control of WebMD Health
    (as defined in the employment agreement), the unvested portion
    of the WebMD Health options would continue to vest until the
    later of (i) two years from the date of grant and
    (ii) the next scheduled vesting date following the change
    of control. The continued vesting would apply only if
    Mr. Gattinella remains employed until six months following
    such change of control or is terminated by WebMD Healths
    successor without cause or he resigns for good
    reason during such six-month period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | In the event of the termination of Mr. Gattinellas
    employment, prior to April 30, 2009, by WebMD, Inc.
    without cause or by Mr. Gattinella for
    good reason (as those terms are defined in the
    employment agreement) he would be entitled to continue to
    receive his base salary for one year from the date of
    termination and to receive healthcare coverage until the earlier
    of one year following his termination and the date upon which he
    receives comparable coverage under another plan. In addition,
    the unvested portion of the option to purchase
    600,000 shares of WebMD Corporation common stock granted to
    Mr. Gattinella at the inception of his employment would
    remain outstanding and continue to vest as if he remained in the
    employ of WebMD, Inc. until the first anniversary of the date of
    termination. In the event that a termination of
    Mr. Gattinellas employment by WebMD, Inc.
    without cause or by Mr. Gattinella for
    good reason occurs before the fourth anniversary of
    the grant of the WebMD Health option described above, 25% of the
    WebMD Health options would continue to vest through the next
    vesting date following the date of termination.



Arrangements with Tony G.
Holcombe






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The employment agreement provides for an employment period
    through December 4, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | Under the agreement, Mr. Holcombes annual base salary
    is $550,000. He is eligible to receive an annual bonus, with a
    target amount of 50% of his base salary, the actual amount to be
    in the discretion of the Compensation Committee. For 2004,
    Mr. Holcombe received a bonus of $300,000, determined by
    the Compensation Committee in its discretion, based on both his
    own and our companys performance.                                                                                                                                                                                                                                                                                   
|
| |  | In the event of the termination of Mr. Holcombes
    employment by us without cause or by
    Mr. Holcombe for good reason, as those terms
    are defined in Mr. Holcombes employment agreement, he
    would be entitled to: (a) continue to receive his base
    salary at the rate in effect at the time of termination for one
    year; and (b) continue to participate in our benefit plans
    (or comparable plans) for one year. In addition, the option
    granted to Mr. Holcombe in 2003, at the inception of his
    employment, would remain outstanding and continue to vest, and
    would otherwise be treated as if Mr. Holcombe remained
    employed by WebMD through the next vesting date.
|
| |  | If Mr. Holcombes employment is terminated by us for
    cause or by him without good reason, he (a) would not be
    entitled to any further compensation or benefits and (b) would
    not be entitled to any additional rights or vesting with respect
    to the stock options following the date of termination.                                                                                                                                                                                                                                                                                                                                                                                                   

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| |   |                                                                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The employment agreement contains confidentiality obligations
    that survive indefinitely and non-solicitation and
    non-competition obligations that end on the second anniversary
    of the date of cessation of Mr. Holcombes employment.



Arrangements with Roger C.
Holstein






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Mr. Holstein will continue to receive his annual base
    salary of $660,000 until October 27, 2007, provided that
    the base salary for the first six months will be paid to
    Mr. Holstein in a lump sum at the end of such six-month
    period in accordance with the requirements of Section 409A
    of the Internal Revenue Code of 1986, as amended, except to the
    extent any future guidance issued by the Internal Revenue
    Service under Section 409A does not subject such payments
    to Section 409A.
|
| |  | Mr. Holstein will generally continue to participate in our
    welfare benefit plans until the earlier of October 27, 2007
    and the date upon which he receives comparable coverage under
    another plan.                                                                                                                                                                                                                                                                                                                 
|
| |  | The options to purchase WebMD Corporation common stock granted
    to Mr. Holstein will remain outstanding and continue to
    vest, and will otherwise be treated as if Mr. Holstein
    remained employed by WebMD, through April 27, 2007.                                                                                                                                                                                                                                                                                  



Arrangements with Charles A.
Mele






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The agreement provides for an employment period through
    July 1, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | Mr. Mele currently receives an annual base salary of
    $450,000 and is entitled to receive a bonus in the same form and
    amount received by any other executive officer with similar
    responsibilities and compensation. For 2004, Mr. Mele
    received a bonus of $300,000, determined by the Compensation
    Committee in its discretion, based on both his own and our
    companys performance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | In the event of the termination of Mr. Meles
    employment due to his death or disability, by us without
    cause or by Mr. Mele for good reason, as
    those terms are defined in Mr. Meles employment
    agreement, he would be entitled to: (i) continuation of his
    base salary, at the rate then in effect, through the later of
    18 months and the expiration of the term of the agreement;
    (ii) any bonuses that he would have normally been entitled
    to through the term of his employment agreement (the amount of
    the bonus for years subsequent to the year in which the
    termination of employment occurred will be equal to the bonus
    received for the year of termination); and (iii) continued
    participation in our benefit plans (or comparable plans) for
    thirty-six months. In addition, all options granted to
    Mr. Mele which have not vested prior to the date of
    termination would be vested as of the date of termination and
    all such options would remain exercisable as if he remained in
    our employ through the expiration date specified in each
    applicable stock option agreement, unless otherwise specifically
    agreed to by Mr. Mele and WebMD in writing. A change

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| |   |                                                                                                                                                                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | in control (which is defined in the employment agreement) of
    WebMD is an event that constitutes good reason.                                                                                                                                                                                                 
|
| |  | If Mr. Meles employment is terminated by us for cause
    or by him without good reason, he (a) would not be entitled
    to any further compensation or benefits and (b) would not
    be entitled to any additional rights or vesting with respect to
    the stock options following the date of termination.
|
| |  | The employment agreement contains confidentiality obligations
    that survive indefinitely and non-solicitation and
    non-competition obligations that end on the later of the second
    anniversary of the date employment has ceased and the last day
    of the term of the agreement.                    
|
| |  | The employment agreement contains a tax gross-up provision
    relating to any excise tax that Mr. Mele incurs by reason
    of his receipt of any payment that constitutes an excess
    parachute payment as defined in Section 280G of the
    Internal Revenue Code.                                         



| |                                  
| | ---------------------------------
| | Arrangements with Martin J. Wygod





| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The agreement provides for an employment period through
    October 8, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | In accordance with the terms of the employment agreement,
    Mr. Wygod has elected to serve solely as Chairman of the
    Board and to perform duties commensurate with that position; his
    resignation as Chief Executive Officer did not result in the
    termination of his employment agreement or in any change in his
    compensation or the other terms of his employment, except that
    his annual base salary was reduced from $1,400,000 to
    $1,260,000. For 2004, Mr. Wygod received a bonus of
    $402,000, determined by the Compensation Committee in its
    discretion, based on both his own and our companys
    performance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | In the event of termination of Mr. Wygods employment
    by us without cause or by Mr. Wygod for
    good reason, as those terms are defined in his
    employment agreement, Mr. Wygod would become a consultant
    for us and would be entitled to receive his salary, at the rate
    then in effect, and continuation of benefits for two years or,
    if longer, the expiration of the term of the employment period.
    In addition, all options, or other forms of equity compensation,
    granted to Mr. Wygod that have not vested prior to the date
    of termination would be vested as of the date of termination
    and, assuming there has not been a change in control
    (as defined in the employment agreement, which definition
    includes certain business combination transactions), would
    continue to be exercisable as long as he remains a consultant
    (or longer if the plan or agreement expressly provided). In the
    event that Mr. Wygods employment is terminated due to
    death or disability, he or his estate would receive the same
    benefits as described above.
|
| |  | The employment agreement provides that in the event of a change
    in control of WebMD all outstanding options and other forms of
    equity compensation would become immediately vested on the date
    of the change in control and, if following the change in
    control, Mr. Wygods employment terminates for any
    reason other than cause, they would continue to be exercisable
    until the tenth anniversary of the applicable date of grant. A
    change in control is also an event that constitutes good
    reason for purposes of a termination by Mr. Wygod.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | The employment agreement contains confidentiality obligations
    that survive indefinitely and non-solicitation and
    non-competition obligations that continue until the second
    anniversary of the date his employment has ceased.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | The employment agreement contains a tax gross-up provision
    relating to any excise tax that Mr. Wygod incurs by reason
    of his receipt of any payment that constitutes an excess
    parachute payment as defined in Section 280G of the
    Internal Revenue Code.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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##### Table of Contents



Compensation of Non-Employee Directors






| |   |                                                         
| | - | --------------------------------------------------------
| |  | Audit Committee  $15,000;                              
|
| |  | Compensation and Nominating Committees 
    $5,000; and
|
| |  | Governance & Compliance Committee  $10,000.            





| |   |                                                                     
| | - | --------------------------------------------------------------------
| |  | Compensation Committee and Nominating Committee 
    $2,500; and   
|
| |  | Audit Committee and Governance & Compliance
    Committee  $10,000.









Other Compensation Information






Compensation Committee Interlocks and Insider
Participation






18



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##### Table of Contents








|         |                                                                                                   
|-------- | --------------------------------------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial Owners and
    Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and
Management




|                                                             |                                     |          |            |      |          |  |            |        |  |            |                |  |  |  |      |   | 
|------------------------------------------------------------ | ----------------------------------- | -------- | ---------- | ---- | -------- |  | ---------- | ------ |  | ---------- | -------------- |  |  |  | ---- | - | 
|                                                             |                                     | Common   |            |      |          |  | Total      |        |  | Percent of |               
|Name and Address of Beneficial Owner                         |                                     | Stock(1) |            |      | Other(2) |  |            | Shares |  |            | Outstanding(2) | 
|                                                             |                                     |          |            |      |          |  |            |        |  |            |                | 
|FMR Corp.                                                    |                                     |          | 33,955,709 | (3)  |          |  |           |        |  |            | 33,955,709     |  |  |  | 10.7 | %
|                                                             | 82 Devonshire Street                |          |            |      |          |  |            |        |  |            |                |  |  |  |      |   | 
|                                                             | Boston, Massachusetts 02109         |          |            |      |          |  |            |        |  |            |                |  |  |  |      |   | 
|Manning & Napier Advisors, Inc.                              |                                     |          | 26,429,000 | (4)  |          |  |           |        |  |            | 26,429,000     |  |  |  | 8.3  | %
|                                                             | 1100 Chase Square                   |          |            |      |          |  |            |        |  |            |                |  |  |  |      |   | 
|                                                             | Rochester, New York 14604           |          |            |      |          |  |            |        |  |            |                |  |  |  |      |   | 
|Perry Corp.                                                  |                                     |          | 23,266,684 | (5)  |          |  |           |        |  |            | 23,266,684     |  |  |  | 7.3  | %
|                                                             | 599 Lexington Ave., 36th Fl.        |          |            |      |          |  |            |        |  |            |                |  |  |  |      |   | 
|                                                             | New York, New York 10022            |          |            |      |          |  |            |        |  |            |                |  |  |  |      |   | 
|Merrill Lynch & Co., Inc.                                    |                                     |          | 18,885,751 | (6)  |          |  |           |        |  |            | 18,885,751     |  |  |  | 5.9  | %
|                                                             | World Financial Center, North Tower |          |            |      |          |  |            |        |  |            |                |  |  |  |      |   | 
|                                                             | 2500 Vesey Street                   |          |            |      |          |  |            |        |  |            |                |  |  |  |      |   | 
|                                                             | New York, New York 10381            |          |            |      |          |  |            |        |  |            |                |  |  |  |      |   | 
|Mark J. Adler, M.D.                                          |                                     |          | 32,600     | (7)  |          |  | 145,166    |        |  |            | 177,766        |  |  |  | *    |  
|Paul A. Brooke                                               |                                     |          | 371,667    | (8)  |          |  | 119,166    |        |  |            | 490,833        |  |  |  | *    |  
|Kevin M. Cameron                                             |                                     |          | 305,155    | (9)  |          |  | 1,462,168  |        |  |            | 1,767,323      |  |  |  | *    |  
|Andrew C. Corbin                                             |                                     |          | 33,169     | (10) |          |  | 150,000    |        |  |            | 183,169        |  |  |  | *    |  
|Neil F. Dimick                                               |                                     |          |           |      |          |  | 31,666     |        |  |            | 31,666         |  |  |  | *    |  
|Wayne T. Gattinella                                          |                                     |          | 33,535     | (11) |          |  | 369,700    |        |  |            | 403,235        |  |  |  | *    |  
|Tony G. Holcombe                                             |                                     |          | 137,500    | (12) |          |  | 100,000    |        |  |            | 237,500        |  |  |  | *    |  
|Roger C. Holstein                                            |                                     |          | 115,309    | (13) |          |  | 3,334,000  |        |  |            | 3,449,309      |  |  |  | 1.1  | %
|James V. Manning                                             |                                     |          | 859,047    | (14) |          |  | 157,166    |        |  |            | 1,016,213      |  |  |  | *    |  
|Charles A. Mele                                              |                                     |          | 228,075    | (15) |          |  | 2,518,000  |        |  |            | 2,746,075      |  |  |  | *    |  
|Herman Sarkowsky                                             |                                     |          | 533,494    | (16) |          |  | 419,166    |        |  |            | 952,660        |  |  |  | *    |  
|Joseph E. Smith                                              |                                     |          | 29,250     |      |          |  | 145,166    |        |  |            | 174,416        |  |  |  | *    |  
|Martin J. Wygod                                              |                                     |          | 8,727,395  | (17) |          |  | 3,685,000  |        |  |            | 12,412,395     |  |  |  | 3.9  | %
|All executive officers and directors as a group (18 persons) |                                     |          | 11,403,912 |      |          |  | 17,976,911 |        |  |            | 29,380,823     |  |  |  | 8.8  | %








| |     |                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | The amounts set forth below include 236 shares allocated to
    each of Messrs. Gattinella, Holstein, Mele and Wygod and
    155 shares allocated to Mr. Cameron pursuant to the
    WebMD Corporation Performance Incentive Plan, a retirement plan
    intended to be qualified under Section 401(a) of the
    Internal Revenue Code (which we refer to in this table as PIP
    Shares). The amount set forth below

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | for All executive officers and directors as a group
    includes an aggregate of 2,043 PIP Shares. Performance Incentive
    Plan participants do not have dispositive power with respect to
    PIP Shares (including vested PIP Shares) until the shares are
    distributed in accordance with the terms of the Plan.
    Participants will forfeit all rights with respect to unvested
    PIP Shares if they leave WebMD for any reason other than death
    or disability. Generally, one-third of the number of PIP Shares
    allocated to each participant vests on each December 31
    following the allocation. Messrs. Cameron, Corbin,
    Gattinella, Holcombe, Holstein and Mele are beneficial owners of
    shares of common stock of WebMD subject to vesting requirements
    based on continued employment by WebMD (which we refer to as
    Restricted Stock) in the respective amounts stated in the
    footnotes below. Holders of Restricted Stock have voting power,
    but not dispositive power, with respect to unvested shares of
    Restricted Stock. For information regarding the vesting
    schedules of the Restricted Stock, see Executive
    Compensation  Summary Compensation Table above.
|
| | (2) | Beneficial ownership is determined under the rules and
    regulations of the SEC, which provide that shares of common
    stock that a person has the right to acquire within 60 days
    are deemed to be outstanding and beneficially owned by that
    person for the purpose of computing the total number of shares
    beneficially owned by that person and the percentage ownership
    of that person. However, those shares are not deemed to be
    outstanding for the purpose of computing the percentage
    ownership of any other person. Accordingly, we have set forth,
    in the column entitled Other, with respect to each
    person listed, the number of shares of WebMD common stock that
    such person has the right to acquire pursuant to options that
    are currently exercisable or that will be exercisable within
    60 days of April 20, 2005. We have calculated the
    percentages set forth in the column entitled Percent of
    Outstanding based on the number of shares outstanding as
    of April 20, 2005 (which was 317,554,614) plus, for each
    listed person or group, the number of additional shares deemed
    outstanding, as set forth in the column entitled
    Other.
|
| | (3) | The information shown is as of December 31, 2004 and is
    based upon information disclosed by FMR Corp., Fidelity
    Management and Research Company, Fidelity Growth Company Fund,
    Abigail P. Johnson and Edward C. Johnson, 3d in a
    Schedule 13G filed with the SEC. Such persons reported that
    FMR Corp. and the other members of the filing group had, as of
    December 31, 2004, sole power to dispose of or to direct
    the disposition of 33,955,709 shares of WebMD common stock
    and sole power to vote or to direct the vote of
    656,129 shares of WebMD common stock. Sole power to vote
    the other shares of WebMD common stock beneficially owned by the
    filing group resides in the respective boards of trustees of the
    funds that have invested in the shares. The interest of Fidelity
    Growth Company Fund, an investment company registered under the
    Investment Company Act of 1940, amounted to
    23,319,200 shares of WebMD common stock as of
    December 31, 2004.                                                                                                                                                                                                    
|
| | (4) | The information shown is as of December 31, 2004 and is
    based upon information disclosed by Manning & Napier
    Advisors, Inc. in a Schedule 13G filed with the SEC.
    Manning & Napier reported that, as of December 31,
    2004, it had sole power to vote or direct the vote of
    24,338,500 shares of WebMD common stock and sole power to
    dispose of or to direct the disposition of 2,090,500 shares
    of WebMD common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (5) | The information shown is as of December 31, 2004 and is
    based upon information disclosed by Perry Corp. and Richard C.
    Perry in a Schedule 13G filed with the SEC. Such persons
    reported that they have sole power to vote or direct the vote
    and sole power to dispose or to direct the disposition of
    23,266,684 shares of WebMD common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (6) | The information shown is as of December 31, 2004 and is
    based upon information disclosed by Merrill Lynch &
    Co., Inc. (ML&Co.) on behalf of Merrill Lynch Investment
    Managers (MLIM) in a Schedule 13G filed with the SEC.
    ML&Co., on behalf of MLIM, reported having shared power to
    dispose or to direct the disposition of 18,885,751 shares
    of WebMD common stock and shared power to vote or to direct the
    voting of 18,885,751 shares of WebMD common stock. As
    described in the Schedule 13G, MLIM is an operating
    division of ML&Co.s indirectly owned asset management
    subsidiaries and, as of December 31, 2004, the following
    asset management subsidiaries held shares of WebMD common stock:
    Fam (Sub) Adv Prudential Investments LLC; Asset Management, L.P.;                                                                                                                                                                                                                                                                                                                                                                                                                

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| |     |                                                                                                                                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------
| |     | Merrill Lynch Global Asset Management, Ltd.; Merrill Lynch
    Investment Managers, L.P.; and Merrill Lynch Investment
    Managers, LLC.     
|
| | (7) | Represents 10,000 shares held by Dr. Adler,
    22,000 shares held by the Adler Family Trust and
    600 shares held by Dr. Adlers son.      
|
| | (8) | Represents 170,000 shares held by Mr. Brooke and
    201,667 shares held by PMSV Holdings LLC, of which
    Mr. Brooke is the managing member.
|
| | (9) | Represents 10,000 shares held by Mr. Cameron, 155 PIP
    Shares and 295,000 shares of Restricted Stock.                                      



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Represents 8,169 shares held by Mr. Corbin and
    25,000 shares of Restricted Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|(11) | Represents 8,299 shares held by Mr. Gattinella, 236
    PIP Shares and 25,000 shares of Restricted Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|(12) | Represents 12,500 shares held by Mr. Holcombe and
    125,000 shares of Restricted Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|(13) | Represents 58,582 shares held by Mr. Holstein,
    957 shares allocated to Mr. Holsteins account
    under a 401(k) Plan, 236 PIP Shares and 55,534 shares of
    Restricted Stock.                                                                                                                                                                                                                                                                                                                                                                                               
|    
|(14) | Represents 787,800 shares held by Mr. Manning and
    71,247 shares held by Synetic Foundation, Inc. (d/b/a WebMD
    Charitable Fund), a charitable foundation of which
    Messrs. Manning and Wygod are trustees and share voting and
    dispositive power.                                                                                                                                                                                                                                                                                                                    
|    
|(15) | Represents 99,233 shares held by Mr. Mele,
    1,622 shares allocated to Mr. Meles account
    under a 401(k) Plan, 236 PIP Shares, 25,000 shares of
    Restricted Stock and 101,984 shares held by the Rose
    Foundation, a private charitable foundation of which
    Messrs. Mele and Wygod are trustees and share voting and
    dispositive power.                                                                                                                                                                                                                        
|    
|(16) | Represents 437,662 shares held by Mr. Sarkowsky and
    95,832 shares held by Sarkowsky Family L.P.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|(17) | Represents 8,384,996 shares held by Mr. Wygod, 236 PIP
    Shares, 7,600 shares held by Mr. Wygods spouse,
    161,332 shares held by SYNC, Inc., which is controlled by
    Mr. Wygod, 71,247 shares held by Synetic Foundation,
    Inc. (d/b/a WebMD Charitable Fund), a charitable foundation of
    which Messrs. Wygod and Manning are trustees and share
    voting and dispositive power, and 101,984 shares held by
    the Rose Foundation, a private charitable foundation of which
    Messrs. Wygod and Mele are trustees and share voting and
    dispositive power.

Equity Compensation Plan Information




|                                                              |  |                               |            |                  |              |   |                      |                              |  |  |            |       
|------------------------------------------------------------- |  | ----------------------------- | ---------- | ---------------- | ------------ | - | -------------------- | ---------------------------- |  |  | ---------- | ------
|                                                              |  |                               |            | (b)              |              |   |                     
|                                                              |  |                               |            | Weighted-        |              |   | (c)                  |                             
|                                                              |  |                               |            | average exercise |              |   | Number of securities |                             
|                                                              |  | (a)                           |            |                  | price of     |   |                      | remaining available for      | 
|                                                              |  | Number of securities to be    |            |                  | outstanding  |   |                      | future issuance under equity | 
|                                                              |  | issued upon exercise of       |            |                  | options,     |   |                      | compensation plans           | 
|                                                              |  | outstanding options, warrants |            |                  | warrants and |   |                      | (excluding securities        | 
|Plan category(1)                                              |  | and rights                    |            |                  | rights       |   |                      | reflected in column (a))     | 
|                                                              |  |                               |            |                  |              |   |                      |                              | 
|Equity compensation plans approved by security holders        |  |                               | 44,186,042 |                  |              | $ | 10.40                |                              |  |  | 12,361,127 | (2)   
|Equity compensation plans not approved by security holders(3) |  |                               | 21,722,628 |                  |              | $ | 8.04                 |                              |  |  | 1,894,552  | (4)   
|                                                              |  |                               |            |                  |              |   |                      |                              | 
|Total                                                         |  |                               | 65,908,670 |                  |              | $ | 9.62                 |                              |  |  | 14,255,679 | (2)(4)
|                                                              |  |                               |            |                  |              |   |                      |                              | 






|    |                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | This table does not include (a) outstanding options to
    acquire 47,316,252 shares of WebMD common stock at a
    weighted-average exercise price of $16.12 per share that
    were assumed by WebMD in mergers or acquisitions or
    (b) outstanding warrants to acquire 608,232 shares of
    WebMD common stock at a weighted-average exercise price of
    $7.98 per share that were assumed by WebMD in

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | mergers or acquisitions. We cannot grant additional awards under
    these assumed plans. For additional information regarding the
    assumed options, see Note 14 to the Consolidated Financial
    Statements in this Annual Report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(2) | Includes 5,102,219 shares of common stock reserved for
    issuance under our 1998 Employee Stock Purchase Plan. For
    additional information regarding the Employee Stock Purchase
    Plan, see Note 14 to the Consolidated Financial Statements
    in this Annual Report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(3) | The plans included in this category did not require approval of
    our stockholders under applicable law and NASDAQ rules at the
    time the plans were created. In accordance with the rules and
    regulations of the SEC, equity compensation plans
    includes warrants issued to third parties. Accordingly, this
    category includes warrants to acquire 6,967,670 shares of
    WebMD common stock at a weighted-average exercise price of
    $10.70 per share. None of these warrants are held by WebMD
    employees. We cannot grant additional awards under the relevant
    agreements pursuant to which those warrants were issued. The
    warrants were issued in a variety of transactions, including
    transactions with strategic partners, suppliers and service
    providers. For additional information regarding these warrants,
    see Notes 3 and 13 to the Consolidated Financial Statements
    in this Annual Report. See Description of Plans Not
    Approved by Stockholders for descriptions of the other
    equity compensation plans in this category.
|   
|(4) | Includes 692,755 shares of WebMD common stock available for
    grant under our 2002 Restricted Stock Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



| |                                                  
| | -------------------------------------------------
| | Description of Plans Not Approved by Stockholders

2001 Stock Plan.


2002 Restricted Stock Plan.


22



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##### Table of Contents





Envoy Stock Plan.


Option Agreement with Wayne Gattinella.


ABF Stock Plan.


Dakota Imaging Stock Plan.


VIPS Stock Plan.


23



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24



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|         |                                               
|-------- | ----------------------------------------------
|Item 13. | Certain Relationships and Related Transactions













25



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##### Table of Contents








|         |                                       
|-------- | --------------------------------------
|Item 14. | Principal Accountant Fees and Services



|                   |  |      |           |  |      |   |           | 
|------------------ |  | ---- | --------- |  | ---- | - | --------- | 
|Type of Fees       |  | 2004 |           |  | 2003 |  
|                   |  |      |           |  |      |  
|Audit Fees         |  | $    | 3,262,600 |  |      | $ | 2,449,278 | 
|Audit-Related Fees |  |      | 323,970   |  |      |   | 380,860   | 
|Tax Fees           |  |      | 27,680    |  |      |   | 99,000    | 
|All Other Fees     |  |      | 1,750     |  |      |   | 2,500     | 
|                   |  |      |           |  |      |  
|Total Fees         |  | $    | 3,616,000 |  |      | $ | 2,931,638 | 
|                   |  |      |           |  |      |  





| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | audit fees include: (a) fees billed for
    professional services (i) for the audit of the consolidated
    financial statements included in our Annual Report on
    Form 10-K for that fiscal year, (ii) for review of the
    consolidated financial statements included in our Quarterly
    Reports on Form 10-Q filed for that fiscal year;
    (b) fees billed for services that are normally provided by
    the principal accountant in connection with statutory and
    regulatory filings or engagements; (c) for 2004, also
    include fees billed for the audit of internal control over
    financial reporting and managements assessment of internal
    control over financial reporting; and (d) for 2003, also
    include fees billed for a standalone audit of Porex;
|
| |  | audit-related fees are fees billed in the year for
    assurance and related services that are reasonably related to
    the performance of the audit or review of our financial
    statements, and, in 2004 and 2003, consisted of fees related to
    the audit of our employee benefit plans and fees for acquisition
    due diligence assistance; and                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | tax fees are fees billed in the year, if any, for
    professional services for tax compliance, tax advice, and tax
    planning and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         



| |   |                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------
| |  | in 2004, consisted of fees for tax consulting related to net
    operating loss analysis and for compliance assistance; and
|
| |  | in 2003, consisted of fees for tax consulting related to
    acquisitions; and                                             



| |   |                                                                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | all other fees are fees billed in the year, if any,
    for any products and services not included in the first three
    categories and, in both 2004 and 2003, consisted of a
    subscription to Ernst & Young Online, a research tool.





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SIGNATURES






| |                  
| | -----------------
| | WebMD Corporation



| |     |                     
| | --- | --------------------
| | By: | /s/ Andrew C. Corbin

| |                             
| | ----------------------------
| |                             
| | Andrew C. Corbin            
| | Executive Vice President and
| | Chief Financial Officer     

27