1326583--3/16/2006--WebMD_Health

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{regulation, government, change}

{stock, price, operating}

{property, intellectual, protect}

{acquisition, growth, future}

{tax, income, asset}

{product, market, service}

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{customer, product, revenue}

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If we are unable to provide healthcare content for our offline publications that attracts and retains users, our revenue will be reduced The timing of our advertising and sponsorship revenue may vary significantly from quarter to quarter Developing and implementing new or updated products and services may take longer and cost more than expected Achieving market acceptance of new or updated products and services is likely to require significant efforts and expenditures Lengthy sales and implementation cycles for our private online portals make it difficult to forecast our revenues from these applications and, as a result, may have an adverse impact on our business Prior to our IPO, we had not been operated as an entity separate from Emdeon, and, as a result, our historical and pro forma financial information may not be indicative of our historical financial results on a stand-alone basis or future financial performance We will be required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, and any adverse results from such evaluation or from the evaluation that will be conducted by our auditors could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price We expect that accounting for employee stock options using the fair value method will have a material impact on our consolidated results of operations and earnings per share Acquisitions, business combinations and other transactions may be difficult to complete and, if completed, may have negative consequences for our business and our securityholders Our business will suffer if we fail to successfully integrate acquired businesses and technologies or to assess the risks in particular transactions We may not be able to raise additional funds when needed for our business or to exploit opportunities Our failure to attract and retain qualified executives and employees may have a material adverse effect on our business Risks Related to Our Relationships with Clients Developments in the healthcare industry could adversely affect our business The WebMD Health Network includes Web sites that we supply content to, but do not own, and the termination of our relationship with the owners of these Web sites may negatively affect our results of operations We may not be able to attract visitors to our Web sites on a consistent basis, which could have a material adverse effect on our results of operations We may be unsuccessful in our efforts to increase advertising and sponsorship revenue from consumer products companies We could be subject to breach of warranty or other claims by clients of our online portals if the software and systems we use to provide them contain errors or experience failures Risks Related to Use of the Internet and to Our Technological Infrastructure Our Internet-based services are dependent on the development and maintenance of the Internet infrastructure We rely on bandwidth providers, data center providers, other third parties and our own systems for key aspects of the process of providing products and services to our users, and any failure or interruption in the services provided by these third parties or our own systems could harm our business Implementation of changes in hardware and software platforms used to deliver our online services may result in performance problems and may not provide the additional functionality that was expected If the systems we use to provide online portals experience security breaches or are otherwise perceived to be insecure, our business could suffer Risks Related to the Legal and Regulatory Environment in Which We Operate Government regulation of healthcare creates risks and challenges with respect to our compliance efforts and our business strategies Government regulation of the Internet could adversely affect our business We face potential liability related to the privacy and security of personal information we collect from consumer and healthcare professionals through our Web sites Changes in industry guidelines or government regulation could adversely affect our online CME offerings We may not be successful in protecting our intellectual property and proprietary rights Third parties may claim that we are infringing their intellectual property, and we could suffer significant litigation or licensing expenses or be prevented from providing certain services, which may harm our business Third parties may challenge the enforceability of our online agreements We may be subject to claims brought against us as a result of content we provide Risks Related to Our Relationship With Emdeon The concentrated ownership of our common stock by Emdeon and certain corporate governance arrangements prevent our other stockholders from influencing significant corporate decisions Provisions in our charter documents and Delaware law may inhibit a takeover, which could adversely affect the value of our Class A Common Stock The interests of Emdeon may conflict with the interests of our other stockholders Some of our directors, officers and employees may have potential conflicts of interest as a result of having positions with, or owning equity interests in, Emdeon We continue to be dependent on Emdeon to provide us with services for our business We may be prevented from issuing stock to raise capital, to effectuate acquisitions or to provide equity incentives to members of our management and Board of Directors If certain transactions occur with respect to our capital stock or Emdeon s capital stock, we may be unable to utilize our net operating loss carryforwards and tax credits to reduce our income taxes We are included in Emdeon s consolidated tax return and, as a result, both we and Emdeon may use each other s net operating loss carryforwards

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1326583--3/16/2006--WebMD_Health_Corp.