Item 2.02 Results of Operations and Financial Condition.

On February 7, 2013, athenahealth, Inc. issued a press release regarding its financial and operational results for the fourth quarter of 2012 and the fiscal year ended December 31, 2012. athenahealth, Inc. also posted prepared remarks with respect to its fourth quarter and annual results on the Investors section of its website at www.athenahealth.com. Copies of the press release and prepared remarks are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
The information included in this Current Report on Form 8-K pursuant to Item 2.02, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description 99.1 Press release issued by athenahealth, Inc. on February 7, 2013, furnished herewith. 99.2 Prepared remarks dated as of February 7, 2013, furnished herewith.

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