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This excerpt taken from the WBMD 10-Q filed May 10, 2007. ITEM 4. Controls
and Procedures
In connection with the restatement of our financial results,
which is more fully described in the Explanatory Note on
page 1 to this amended
Form 10-Q
and in Note 12 to our financial statements, under the
direction of our Chief Executive Officer and Chief Financial
Officer, we reevaluated our disclosure controls and procedures.
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We identified a material weakness in our internal control over
financial reporting with respect to accounting for income taxes
relating to the treatment of tax deductible goodwill in the
determination of the deferred tax asset valuation allowance.
Solely as a result of this material weakness, we concluded that
our disclosure controls and procedures were not effective as of
September 30, 2006.
As of May 4, 2007 we implemented new procedures, including
improved documentation and analysis regarding the reversal
pattern of temporary differences between financial and tax
reporting. We believe these new procedures enable us to comply
with the requirements related to the accounting for deferred tax
asset valuation allowances. In so doing, management has
remediated the related internal control weakness. In connection
with this amended
Form 10-Q,
under the direction of our Chief Executive Officer and Chief
Financial Officer, we have evaluated our disclosure controls and
procedures as currently in effect as of the date of this
amendment, including the remedial actions discussed above, and
we have concluded that, as of such date, our disclosure controls
and procedures are effective.
In connection with the evaluation required by Exchange Act
Rule 13a-15(d),
WebMD management, including the Chief Executive Officer and
Chief Financial Officer, concluded that, except for the
continuing conversion by WebMD to a new enterprise resource
planning system (including new accounting software), no changes
in WebMDs internal control over financial reporting, as
defined in Exchange Act Rule 13(a)-15(f), occurred during
the third quarter of 2006 that have materially affected, or are
reasonably likely to materially affect, WebMDs internal
control over financial reporting. During the third quarter of
2006, WebMD continued the implementation of a new third party
enterprise resource planning system which it began to implement
earlier in 2006. As a result, certain business processes and
accounting procedures of WebMD have changed. These changes were
made in accordance with WebMDs plan to implement separate
systems from those of Emdeon and not in response to any
identified deficiency or weakness in WebMDs internal
control over financial reporting.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
WebMD Health Corp.
Anthony Vuolo
Executive Vice President and
Chief Financial Officer
Date: May 10, 2007
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